Mr Speaker, Sir, I beg to move, "That the Bill be now read a Second time." Members will see from the Long title of the Bill and the Explanatory Statement that this Bill amends and consolidates the law with respect to the securities industry and repeals the Securities Industry Act, 1970 (No. 61 of 1970) which was passed by Parliament on 30th December, 1970, but for reasons which will be given later on, was not brought into operation. In my Second Reading speech at the time that that legislation was before Members, I dealt in considerable detail with the background to and the reasons for bringing in legislation to control the securities industry and trading in securities. This speech appears in the Hansard, Volume 30, cols. 461-7. I do not need to repeat at any great length what was said at that time for neither the reasons for, nor the background of, the proposed legislation have changed. The need, however, for such legislation being made operative has, if anything, become more pressing with the passing of time. We are continually being made aware from happenings in the market that investors need to be protected, so far as is possible to do so, by legislative intervention from unscrupulous manipulation and share rigging on the Stock Exchange. These are matters which stockbrokers with the best will in the world as a body are unable or not agreeable to control voluntarily. Needless to say, statutory provisions on these matters will not provide the universal panacea. The Government will still look to the Stock Exchange for its co-operation in exposing dishonesty and malpractices in share trading. In this and in other ways we anticipate that the Stock Exchange will justify the Government's policy in relying upon self-regulation on the Stock Exchange rather than imposing the strict forms of control implicit in a statutory body similar to the Securities Exchange Commission in the United States. In my earlier speech to which I have referred, I reminded Members that Singapore and Malaysia enjoy a common Stock Exchange which over the years has existed to the undoubted economic benefit of both countries. I went on to say that Members would be reassured to learn that it was the intention of both Governments that this common Stock Exchange should continue in existence, and to enable this to be done it was essential that Singapore and Malaysia should have a uniform approach in legislation dealing with the securities industry and share trading. To this end, consultations have taken place between us and the Malaysian Government, and I am most pleased to record that these consultations have come to a happy and fruitful conclusion. Members are aware that Malaysia introduced a Securities Industry Bill into their Parliament on the 22nd January, 1973. This Bill has been modelled on our earlier Securities Industry Act, but it also contains important additional provisions which were agreed to by the two Governments and which have been incorporated in the present consolidating measure. Since I last spoke to Members on this subject, I am glad to record that the Committee of the Exchange has implemented new rules to limit excessive speculation. Nevertheless, careful watch will need to be maintained to ensure that a resurgence of market euphoria does not carry speculation beyond reasonable bounds. If speculation becomes excessive, or if for other reasons the market becomes or is likely to become disorderly or unhealthy, appropriate corrective and remedial action will be called for. The delay in bringing our earlier Securities Industry Act into operation was due to the desire to reach full agreement with the Malaysian Government on this uniform approach. As things have turned out, the delay has been fortuitous for it has given us an opportunity to propose further measures with regard to regulation of dealers in securities and share trading in the context of the existing booming share market. These, like the earlier provisions, are designed to protect the interest of investors to the extent that this is practicable. The Malaysian Bill corresponds very closely with the Bill now before Members. We decided to introduce a consolidating measure on this subject rather than an amending Bill including the additional provisions I have mentioned since it was considered important that references to Parts and sections in our legislation should, for the convenience of the financial public and the administrators of the legislation, correspond with the same Parts and sections in the Malaysian legislation. The new proposals that distinguish this Bill from the earlier Act are mainly concerned-
(a) with the keeping of records by dealers, investment advisers and their representatives and employees of stockbrokers and financial journalists to show their interest in securities (Part V); (b) with the conduct of securities business (Part VI); (c) with the expansion of the provisions dealing with unlawful or dishonest forms of share trading (Part X). The Explanatory Statement describes in sufficient detail what this Bill seeks to achieve and I need not deal with the provisions in any detail. However, I think it would be useful if I repeated what was said on the Second Reading of the earlier legislation with regard to the objects and scope of this proposed legislation. While the Bill covers the whole of the securities industry in Singapore, I would like to reiterate that the Bill does not attempt to prevent speculation as such. Some speculation attends every anticipation or expectation of short or long term price trends which induces trading activity on the Exchange. It is and always must remain the responsibility of the individual investor to decide as to the advisability of any particular investment. What the Bill actually does is to attempt to see that the stock market operates in a fair and open way and that people do not manipulate the market by illegal means for their own profit. The Bill, together with the new rules that have recently been passed by members of the Stock Exchange, will, it is considered, go a long way to achieve these objectives. However, I would like to emphasise again that the Bill does not merely pay lip-service to, but acknowledges, the principle of self-regulation of the Exchange by the Committee and is not intended to interfere with the day-to-day control by the Committee of normal share trading on the Exchange, nor with the traditional form, of control that the Committee exercises over members of the Exchange except on such matters as the licensing of dealers in securities, the reduction to statutory form of existing Stock Exchange Rules with regard to the maintenance of brokers' trust funds and the fidelity fund, together with the keeping of records and the conduct of securities business to which I have referred. The Bill, for the first time in Singapore, proposes to license dealers in securities and their representatives and investment advisers and their employees who are engaged in negotiating investment in securities. The Government believes that a system of control by licensing of dealers in securities is necessary at this time and this is particularly so as regards dealers in securities who are not stockbrokers. For while stockbrokers have always been subject to certain traditional forms of control by the stock exchange, other dealers have not been subject to any real form of control. The provisions in the Bill should ensure that only persons of good character and reputation and in a sound financial position will be permitted to be licensed as dealers in securities under the Act. Licensed dealers will be required to keep trust accounts and have them audited. This will not prove too burdensome to stockbrokers, for under Stock Exchange Rules they have been required to maintain trust accounts. Again, licensed dealers who are not stockbrokers will be required to enter into a fidelity bond. The reason for this is that the fidelity fund provisions in the Bill apply only to stockbrokers who are members of the Stock Exchange. With regard to the latter, they will find little that is unusual about those provisions, for under the existing Stock Exchange Rules a Fidelity Guarantee Fund was created to compensate persons who suffer loss by reason of the default of members. The provisions in the Bill therefore merely give statutory force to the establishment of such a fund. The amount of capital in the existing fund will form the basis of the fund established under this Bill. The existing fund will be merged with the new fund established under this Act. Another significant feature of the Bill is to be found in Part IX where new offences are created in relation to market dealings. The first offence relates to false trading and markets; the second offence to market rigging activities; the third offence to inducing the sale or purchase of securities by the dissemination of false information; the fourth offence which is drafted in the widest possible terms to deal with inter alia insider trading by officers of a company, their legal and financial advisers and even by any other person who may acquire confidential information. This provision together with the more specific provision in section 132A of the Companies Act should provide an adequate framework to proceed against insiders. The latter offence, like the other offences, carries a maximum penalty of $30,000 or five years' imprisonment or to both. It may not often be necessary for prosecutions to be launched under these sections, as in the United States similar provisions have been used with great effect to inhibit those wrongful practices which do so much to destroy a true market in securities. The Government believes, and I must repeat, that it is important that Parliament should clearly state its abhorrence of such practices, which already appear to have become widespread in the market, and that every effort should be and will be made to stamp them out. On the subject of insider trading, I should also add that in a new Companies (Amendment) Bill the existing section l32A dealing with trading by officers of a company in their company shares will be considerably expanded and tightened up. Not only will power he sought to enable the Stock Exchange to conduct a full enquiry into these matters but also regulations will be made designed to restrict the dealings of officers of companies, members of their families, their legal and financial advisers, in the shares of their companies during certain periods of the financial year of the company when they are or are likely to be in possession of confidential information likely, if generally known, to affect the prices of their company's shares. Furthermore, the recently established Securities Industry Council will, amongst its other functions, be operating as a watchdog in market trading and, with the active co-operation oc the Committee of the Stock Exchange, it is anticipated that steps will be taken to punish and publicly expose those persons who indulge in insider trading. The Malaysian Government's views on insider trading and other dishonest and unfair share trading practices coincide with the Singapore Government's views, and provisions on most, if not all, of these matters appear in the Malaysian Securities Industry Bill in much the same form as in the Bill now before Members. It is expected that further meetings with representatives of the Malaysian Government will shortly take place to discuss matters of common interest relating to the whole field of the securities industry and, inter alia, to decide what further measures should be taken to ensure that the stock market is maintained in a fair and healthy state. In this connection, I would like to draw the attention of Members to the wide powers conferred upon the Minister, in clause 95 of the Bill, to regulate the stock market. Some, if not all, of these regulatory powers appear in the Malaysian Bill. Sir, I beg to move. Question proposed. 4.05 p.m.