Singapore legislation
Regulation 15
Regulation 15
Conflicts Committee
Subregulation 1
Subject to paragraph (4) and regulations 5(3), 8(3) and 19, a regulated institution must have a Conflicts Committee comprising —
at least 3 directors of the regulated institution all of whom are independent from management and business relationships with the regulated institution; and
at least a majority of directors (including the chairperson of the Conflicts Committee) who are independent from any substantial shareholder.
Subregulation 2
A regulated institution must obtain the prior approval of the Authority for the appointment of the chairperson and members of the Conflicts Committee.
Subregulation 3
In addition to such other responsibilities as may be determined by the board of directors of a regulated institution, the Conflicts Committee of the regulated institution is responsible for —
reviewing the adequacy of the arrangements within the regulated institution and its subsidiaries for dealing with any perceived or actual conflict between —
the interests arising from the regulation and supervision of —
the members of the regulated institution and its subsidiaries; and
the relevant corporations of the regulated institution; and
the commercial interests of the regulated institution or any of its subsidiaries, including any interests arising from the listing of the shares of the regulated institution on any organised market operated by the regulated institution or any of its subsidiaries; and
carrying out regular reviews of the adequacy of the plans, budget and resources of the regulated institution and its subsidiaries in relation to the regulation and supervision of —
the members of the regulated institution and its subsidiaries; and
the relevant corporations of the regulated institution,and reporting to the board of directors if it is of the view that insufficient funding and resources are being devoted by the regulated institution or any of its subsidiaries to the regulation and supervision of any member, subsidiary or relevant corporation.
Subregulation 4
If a member of the Conflicts Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Conflicts Committee —
the regulated institution must notify the Authority of the event within 14 days the occurrence of the event; and
if this results in a breach of any requirement under paragraph (1), the board of directors must, within 3 months after that event, take such steps as may be necessary to rectify the composition of the Conflicts Committee in accordance with that requirement.
Subregulation 5
In paragraph (3), “relevant corporations” —
in relation to a regulated institution that is an approved exchange, means corporations whose securities are listed for quotation on an organised market operated by the approved exchange or any of its related corporations; and
in relation to a regulated institution that is an approved clearing house or an approved holding company, means corporations whose securities are listed for quotation on an organised market operated by any of the related corporations of the approved clearing house or approved holding company, as the case may be.