Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses, Licensed Trade Repositories and Approved Holding Companies) Regulations 2024 · As enacted · Part 2 · Governance of Regulated Institutions
9. Nominating Committee
Feedback & supportSubject to paragraphs (2) and (5) and regulations 5(3) and 19, a regulated institution must have a Nominating Committee comprising —
at least 5 directors; and
at least a majority of directors (including the chairperson of the Nominating Committee) who are independent directors.
Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a regulated institution, paragraph (1)(b) does not apply to the regulated institution only if the regulated institution has a Nominating Committee comprising —
at least a majority of directors who are independent from management and business relationships with the regulated institution; and
at least one‑third of directors (including the chairperson of the Nominating Committee) who are independent directors.
A regulated institution must obtain the prior approval of the Authority for the appointment of the chairperson and members of the Nominating Committee.
Every member of the Nominating Committee is to be appointed to hold office until the next annual general meeting following that member’s appointment, and is eligible for re‑appointment.
If a member of the Nominating Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Nominating Committee —
the regulated institution must notify the Authority of the event within 14 days after 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 Nominating Committee in accordance with that requirement.
Subregulation 1
Subject to paragraphs (2) and (5) and regulations 5(3) and 19, a regulated institution must have a Nominating Committee comprising —
at least 5 directors; and
at least a majority of directors (including the chairperson of the Nominating Committee) who are independent directors.
Subregulation 2
Where a single substantial shareholder holds 50% or more of the share capital or the voting power in a regulated institution, paragraph (1)(b) does not apply to the regulated institution only if the regulated institution has a Nominating Committee comprising —
at least a majority of directors who are independent from management and business relationships with the regulated institution; and
at least one‑third of directors (including the chairperson of the Nominating Committee) who are independent directors.
Subregulation 3
A regulated institution must obtain the prior approval of the Authority for the appointment of the chairperson and members of the Nominating Committee.
Subregulation 4
Every member of the Nominating Committee is to be appointed to hold office until the next annual general meeting following that member’s appointment, and is eligible for re‑appointment.
Subregulation 5
If a member of the Nominating Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Nominating Committee —
the regulated institution must notify the Authority of the event within 14 days after 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 Nominating Committee in accordance with that requirement.