Singapore legislation
Regulation 3
Regulation 3
Definitions
Subregulation 1
In these Regulations, unless the context otherwise requires —[Deleted by S 502/2022 wef 30/06/2022](2) In these Regulations, in relation to a company which may dispense with the holding of annual general meetings under section 175A of the Companies Act —
a reference to the doing of anything at an annual general meeting shall, in the case of such a company, be read as a reference to the doing of that thing by way of a resolution by written means in accordance with the Companies Act; and
a reference to the date of an annual general meeting of such a company shall, unless the meeting is held, be read as a reference to the date of expiry of the period within which the meeting is required by law to be held.
Definition
“associate”, in relation to a substantial shareholder, means —
any corporation in which the substantial shareholder controls the composition of the board of directors;
any corporation in which the substantial shareholder controls more than half of the voting power;
any corporation in which the substantial shareholder holds more than half of the issued share capital;
any corporation which is a subsidiary of any other corporation which is an associate by virtue of paragraph (a), (b) or (c);
any corporation in which the substantial shareholder or any other corporation which is an associate by virtue of paragraph (a), (b), (c) or (d) has, or the substantial shareholder and such other corporation together have, an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the first-mentioned corporation; or
any corporation (not being a corporation which is an associate by virtue of paragraph (a), (b), (c), (d) or (e)) the policies of which the substantial shareholder or any other corporation which is an associate by virtue of paragraph (a), (b), (c), (d) or (e) is, or the substantial shareholder together with such other corporation are, able to control or influence materially;
Definition
“Audit Committee” means an Audit Committee referred to in regulation 17;
Definition
“Board”, in relation to an insurer, means the board of directors of the insurer;
Definition
“board committee” means any of the committees specified in regulation 10 and the Executive Committee referred to in regulation 9;
Definition
“corporation” —
has the same meaning as in section 4(1) of the Companies Act (Cap. 50); and
includes a co-operative society;
Definition
“designated financial holding company” has the meaning given by section 2(1) of the Financial Holding Companies Act 2013;
Definition
“direct composite insurer” means a direct insurer registered to carry on both life business and general business under the Act;
Definition
“direct general insurer” means a direct insurer registered to carry on general business under the Act;
Definition
“direct life insurer” means a direct insurer registered to carry on life business under the Act;
Definition
“executive director”, in relation to a corporation, means a director who is concurrently an executive officer of that corporation, and “non-executive director” shall be construed accordingly;
Definition
“executive officer”, in relation to a corporation, means any person, by whatever name described, who —
is in the direct employment of, or acting for or by arrangement with, the corporation; and
is concerned with or takes part in the management of the corporation on a day-to-day basis;
Definition
“financial year” has the same meaning as in section 4(1) of the Companies Act;
Definition
“immediate family”, in relation to an individual, means the individual’s spouse, child, adopted child, step-child, parent, step-parent, brother, step-brother, sister or step-sister;
Definition
“immediate subsidiary” means a subsidiary as defined under section 5(1)(a) of the Companies Act;
Definition
“independent director”, in relation to an insurer, means a director who —
is independent from any management and business relationship with the insurer;
is independent from any substantial shareholder of the insurer; and
has not served on the Board of the insurer for a continuous period of 9 years or longer;
Definition
“insurance funds” means the funds established and maintained under section 17 of the Act;
Definition
“limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act (Cap. 163A);
Definition
“marine mutual insurance business” means the business of providing the insurance of liabilities under insurance policies on the basis of mutual insurance (within the meaning of section 85 of the Marine Insurance Act (Cap. 387)) on such risk or risks as follows:
upon goods, merchandise or property of any description transported on board vessel, including incidental transit before and after shipment;
upon the freight of, or any other interest in or relating to, vessels;
upon vessels, or upon machinery, tackle furniture or equipment of vessels;
against damage arising out of or in connection with the use of vessels, including third-party risks;
against risks incidental to the construction, repair or docking of vessels, including third-party risks; or
against such other risks as the Authority considers to be connected with or incidental to marine adventures or any of the matters referred to in paragraphs (a) to (e);
Definition
“marine mutual insurer” means an insurer which is registered under section 8 of the Act as a direct insurer to carry on general business and is permitted to carry on marine mutual insurance business only;
Definition
“Nominating Committee” means a Nominating Committee referred to in regulation 11;
Definition
“Remuneration Committee” means a Remuneration Committee referred to in regulation 16;
Definition
“Risk Management Committee” means a Risk Management Committee referred to in regulation 18;
Definition
“subsidiary” has the same meaning as in section 5 of the Companies Act;
Definition
“substantial shareholder” has the same meaning as in section 81 of the Companies Act.