Trust Companies Act 2005 · 2020 Revised Edition · Part 3A · Control Over Licensed Trust Company
21D. Effect of assumption of control under section 21C
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Upon assuming control of the relevant business of a licensed trust company, 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 a licensed trust company —(a)which the Authority has assumed control of under section 21C; or(b)in relation to which a statutory adviser or a statutory manager has been appointed under section 21C;
During the period when the Authority or statutory manager is in control of the relevant business of a licensed trust company, the Authority or statutory manager —
must manage the relevant business of the licensed trust company in the name of and on behalf of the licensed trust company; and
is deemed to be an agent of the licensed trust company.
In managing the relevant business of a licensed trust company, the Authority or statutory manager —
licensed trust company
“licensed trust company” means a corporation holding a trust business licence;
must take into consideration the interests of the public or the section of the public mentioned in section 21C(1)(c)(i), or of the protected parties of the licensed trust company; and
has all the duties, powers and functions of the members of the board of directors of the licensed trust company (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the licensed trust company, including powers of delegation, in relation to the relevant business of the licensed trust company; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the licensed trust company under the Companies Act 1967 or the constitution of the licensed trust company.
Despite any written law or rule of law, upon the assumption of control of the relevant business of a licensed trust company by the Authority or statutory manager, any appointment of a person as the chief executive or a director of the licensed trust company, 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 licensed trust company, for the person to remain in the appointment.
statutory manager
“statutory manager” means a statutory manager appointed under section 21C.
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 a licensed trust company, except with the approval of the Authority, a person must not be appointed as the chief executive or a director of the licensed trust company.
chief executive
“chief executive”, in relation to a licensed trust company, means any person, by whatever name described, who —(a)is in the direct employment of, or acting for or by arrangement with, the licensed trust company; and(b)is principally responsible for the management and conduct of the business of the licensed trust company;
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 or a director of a licensed trust company, the Authority may at any time, by written notice to the person and the licensed trust company, revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.
director
“director” 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 or a director of a licensed trust company is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive or a director of the licensed trust company during the period when the Authority or statutory manager is in control of the relevant business of the licensed trust company —
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 or a director of a licensed trust company in contravention of subsection (5) acts or purports to act as the chief executive or a director of the licensed trust company during the period when the Authority or statutory manager is in control of the relevant business of the licensed trust company —
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 a licensed trust company —
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, director, member, executive officer, employee, agent or office holder, or the board of directors, of the licensed trust company,the direction or decision mentioned in sub‑paragraph (i) prevails over the direction or decision mentioned in sub‑paragraph (ii) to the extent of the conflict or inconsistency; and
a person must not exercise any voting or other right attached to any share in the licensed trust company 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 $50,000 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 $5,000 for every day or part of a day during which the offence continues after conviction.
In this section, “constitution”, in relation to a licensed trust company, means the memorandum of association and articles of association of the licensed trust company.