Securities and Futures Act 2001 · 2020 Revised Edition · Part 3 · Clearing Facilities
81SAB. Effect of assumption of control under section 81SAA
Feedback & supportLast amended by an amending law of 2017. 2 amendments in all.
Upon assuming control of the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.
relevant business
“relevant business” means any business of an approved exchange or a recognised market operator —(a)that the Authority has assumed control of under section 46AAB; or(b)in relation to which a statutory adviser or a statutory manager has been appointed under section 46AAB;
During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager —
must manage the relevant business of the approved clearing house or recognised clearing house (as the case may be) in the name of and on behalf of the approved clearing house or recognised clearing house (as the case may be); and
is deemed to be an agent of the approved clearing house or recognised clearing house (as the case may be).
In managing the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager —
approved clearing house
“approved clearing house” means a corporation that is approved by the Authority under section 51(1)(a) as an approved clearing house;
must consider the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i), and the need to protect investors; and
has all the duties, powers and functions of the members of the board of directors of the approved clearing house or recognised clearing house (as the case may be) (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the approved clearing house or recognised clearing house (as the case may be), including powers of delegation, in relation to the relevant business of the approved clearing house or recognised clearing house (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved clearing house or recognised clearing house (as the case may be) under the Companies Act 1967 or the constitution of the approved clearing house or recognised clearing house (as the case may be).
Despite any written law or rule of law, upon the assumption of control of the relevant business of an approved clearing house or a recognised clearing house by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be), which was in force immediately before the assumption of control, is deemed to be revoked, unless the Authority gives its approval, by written notice to the person and the approved clearing house or recognised clearing house (as the case may be), for the person to remain in the appointment.
recognised clearing house
“recognised clearing house” means a corporation that is recognised by the Authority under section 51(1)(b) or (2) as a recognised clearing house;
Despite any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house, except with the approval of the Authority, no person may be appointed as the chief executive officer or a director of the approved clearing house or recognised clearing house, as the case may be.
statutory manager
“statutory manager” means a statutory manager appointed under section 46AAB.
Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved clearing house or a recognised clearing house, the Authority may at any time, by written notice to the person and the approved clearing house or recognised clearing house (as the case may be), revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.
officer
“officer” has the meaning given by section 4(1) of the Companies Act 1967;
Despite any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of an approved clearing house or a recognised clearing house is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be) —
director
“director” has the meaning given by section 4(1) of the Companies Act 1967;
the act or purported act of the person is invalid and of no effect; and
the person shall be guilty of an offence.
Despite any written law or rule of law, if any person who is appointed as the chief executive officer or a director of an approved clearing house or a recognised clearing house in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved clearing house or recognised clearing house (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved clearing house or recognised clearing house (as the case may be) —
the act or purported act of the person is invalid and of no effect; and
the person shall be guilty of an offence.
During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house —
if there is any conflict or inconsistency between —
a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and
a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved clearing house or recognised clearing house, as the case may be,the direction or decision referred to in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and
no person may exercise any voting or other right attached to any share in the approved clearing house or recognised clearing house (as the case may be) in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act is invalid and of no effect.
Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both 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.