Singapore legislation

Regulation 4

of Financial Holding Companies (Corporate Governance of Designated Financial Holding Companies with Bank Subsidiary) Regulations 2022

Regulation 4

Independence from substantial shareholder

Subregulation 1

In this Part, subject to regulation 12, a director of a DFHC (Bank) is independent from a substantial shareholder of the DFHC (Bank) if the director is not that substantial shareholder and is not connected to that substantial shareholder.

Subregulation 2

Despite paragraph (1), a director of a DFHC (Bank) (A) that is the sole subsidiary of another DFHC (B) that does not carry on any business other than the holding of A is to be treated as independent from the substantial shareholder of A for the purposes of regulations 5(1), 7, 9(1), 14(1) and 15(1), if the director —

(a)

is not a substantial shareholder of A or B; and

(b)

is not connected to —

(i)

a substantial shareholder of A (other than B); or

(ii)

a substantial shareholder of B.

Subregulation 3

For the purposes of paragraph (1), a person is connected to a substantial shareholder if the person is —

(a)

in the case where the substantial shareholder is an individual —

(i)

a member of the immediate family of the substantial shareholder;

(ii)

employed by the substantial shareholder;

(iii)

employed by an affiliate of the substantial shareholder;

(iv)

an executive director of an affiliate of the substantial shareholder;

(v)

a non-executive director of an affiliate of the substantial shareholder;

(vi)

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

(vii)

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder; or

(b)

in the case where the substantial shareholder is a corporation —

(i)

employed by the substantial shareholder;

(ii)

employed by an affiliate of the substantial shareholder;

(iii)

a director of the substantial shareholder;

(iv)

an executive director of an affiliate of the substantial shareholder;

(v)

a non‑executive director of an affiliate of the substantial shareholder;

(vi)

a partner of a firm or a limited liability partnership of which the substantial shareholder is also a partner; or

(vii)

accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the substantial shareholder.

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