Singapore legislation
Section 43
Section 43
Power of Authority to remove officers
(1)
Subsection (2) applies if the Authority is satisfied that an officer of an approved exchange or a recognised market operator (such approved exchange or recognised market operator being a Singapore corporation) —
has wilfully contravened, or wilfully caused the approved exchange or recognised market operator to contravene —
this Act;
where applicable, the business rules of the approved exchange or recognised market operator; or
where applicable, the listing rules of the approved exchange or recognised market operator;
has, without reasonable excuse, failed to ensure compliance with this Act, or with the business rules, or, where applicable, the listing rules of the approved exchange or recognised market operator, by the approved exchange or recognised market operator, by a participant of the approved exchange or recognised market operator, or by a person associated with that participant;
has failed to discharge the duties or functions of the officer’s office or employment;
is an undischarged bankrupt, whether in Singapore or elsewhere;
has had execution against him or her in respect of a judgment debt returned unsatisfied in whole or in part;
has, whether in Singapore or elsewhere, made a compromise or scheme of arrangement with the officer’s creditors, being a compromise or scheme of arrangement that is still in operation; or
has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly.
(2)
In any case mentioned in subsection (1), the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by written notice direct the approved exchange or recognised market operator to remove the officer from the officer’s office or employment, and the approved exchange or recognised market operator must comply with such notice, despite the provisions of section 152 of the Companies Act 1967 or anything in any other law or in the constitution or other constituent document or documents of the approved exchange or recognised market operator.
(3)
Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether an officer of an approved exchange or a recognised market operator has failed to discharge the duties or functions of the officer’s office or employment for the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify in writing to the approved exchange or recognised market operator, as the case may be.
(4)
Subject to subsection (5), the Authority must not direct an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment without giving the approved exchange or recognised market operator an opportunity to be heard.
(5)
The Authority may direct an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment under subsection (2) on any of the following grounds without giving the approved exchange or recognised market operator an opportunity to be heard:
the officer is an undischarged bankrupt, whether in Singapore or elsewhere;
the officer has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after 8 October 2018 —
involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly; and
punishable with imprisonment for a term of 3 months or more.
(6)
Where the Authority directs an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment under subsection (2), the Authority need not give that officer an opportunity to be heard.
(7)
Any approved exchange or recognised market operator that is aggrieved by a direction of the Authority made in relation to the approved exchange or recognised market operator (as the case may be) under subsection (2) may, within 30 days after the approved exchange or recognised market operator (as the case may be) is notified of the direction, appeal to the Minister whose decision is final.
(8)
Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.
(9)
The Minister may, when deciding an appeal under subsection (7), make such modification as the Minister considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision.
(10)
Subject to subsection (11), no criminal or civil liability is incurred by an approved exchange or a recognised market operator in respect of any thing done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.
(11)
Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.