Power of Authority to designate financial holding companies
Open ↗4.—(1) The Authority may, by order published in the Gazette, designate a financial holding company as a designated financial holding company if it is —(a)
an ultimate financial holding company incorporated, formed or established in Singapore; or
(b)
an intermediate financial holding company incorporated, formed or established in Singapore, and the operations of any bank incorporated in Singapore, or any licensed insurer incorporated, formed or established in Singapore, that is its subsidiary is considered by the Authority —(i)
to be significant to the FHC group of the intermediate financial holding company; or
(ii)
to affect the stability of, or public confidence in, the financial system in Singapore.
(2) For the purposes of subsection (1)(b), where an intermediate financial holding company is a part of the FHC group of an ultimate financial holding company that is incorporated, formed or established outside Singapore, the Authority may, in deciding whether to designate the intermediate financial holding company as a designated financial holding company, consider the extent to which the foreign supervisory authority supervises the FHC group of the ultimate financial holding company.
(3) Any order made under subsection (1) shall identify the designated financial holding company and shall continue to have effect until it is withdrawn by the Authority.
(4) A financial holding company which is aggrieved by a decision of the Authority to designate the financial holding company as a designated financial holding company may, within 30 days after the order is published in the Gazette, appeal in writing to the Minister whose decision shall be final.
(5) Notwithstanding the lodging of an appeal under subsection (4), the designation by the Authority under this section shall continue to have effect pending the decision of the Minister.
(6) The Minister may, when deciding an appeal under subsection (4), confirm or reverse the designation of the financial holding company as a designated financial holding company, and a decision to reverse the designation shall have effect from the date of the decision of the Minister.
(7) In this section —“foreign supervisory authority” means the supervisory authority which is responsible, under the laws of the country or territory where the ultimate financial holding company referred to in subsection (2) is incorporated, formed or established, for —(a)
supervising the ultimate financial holding company; and
(b)
exercising consolidated supervision over the ultimate financial holding company and its FHC group;
“intermediate financial holding company” means a financial holding company that is not an ultimate holding company;
“ultimate financial holding company” means a financial holding company that is an ultimate holding company;
“ultimate holding company” has the same meaning as in section 5A of the Companies Act (Cap. 50), except that any reference to “corporation” in that section shall be construed as if it did not exclude a co‑operative society.
Withdrawal of designation of financial holding company
Open ↗5. The Authority may, by order published in the Gazette, withdraw the designation of any designated financial holding company at any time if the Authority is of the opinion that the considerations in section 4(1) and (2) are no longer valid or satisfied.
Prohibition on holding out as designated financial holding company
Open ↗6.—(1) No person shall hold itself out as a designated financial holding company if it is not designated by the Authority under section 4.
(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.
Use of financial holding company name, etc.
Open ↗7.—(1) No person, other than an excepted person, shall, without the prior approval of the Authority, in the course of any profession, vocation, trade or business, use any name, logo or trade mark in a manner which indicates or represents that the person or his trade or business is related to or associated with a designated financial holding company.
(2) A designated financial holding company shall not cause or knowingly permit any person (other than an excepted person) to use its name, logo or trade mark in the course of the person’s profession, vocation, trade or business without the prior approval of the Authority.
(3) Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction —(a)
in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or
(b)
in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
(4) In subsections (1) and (2), “excepted person” means —(a)
a financial institution that is a related corporation of the designated financial holding company;
(b)
any officer or agent of the designated financial holding company or any of its subsidiaries which is a financial institution, in the conduct of any duty or function in or for the designated financial holding company or the subsidiary, as the case may be;
(c)
any person which, pursuant to any agreement or arrangement with the designated financial holding company or any of the financial institutions within the FHC group, carries on any business the conduct of which is regulated or authorised, or subject to oversight, by the Authority or, if carried on in Singapore, would be regulated or authorised, or subject to oversight, by the Authority under any written law;
(d)
any person which, pursuant to any agreement or arrangement with the designated financial holding company or any of the financial institutions within the FHC group, carries on any business that is incidental to the business of any of the financial institutions within the FHC group;
(e)
any person which, pursuant to any agreement or arrangement with a bank which is a subsidiary of the designated financial holding company, carries on any business that is prescribed under section 30(1)(d) of the Banking Act (Cap. 19); and
(f)
such other person or class of persons as may be prescribed by regulations made under section 59.
(5) Nothing in this section shall prevent a person who, immediately before the designation date of a financial holding company, is lawfully using any name, logo or trade mark in the manner referred to in subsection (1) from continuing to use the name, logo or trade mark in such manner for a period of 3 years from the designation date.
Activities of designated financial holding company
Open ↗8.—(1) A designated financial holding company shall not carry out any activity without the approval of the Authority, other than the following:(a)
being a holding company for its subsidiaries;
(b)
acquiring or holding of shares in any company as permitted under section 31;
(c)
for the purposes of providing support to the business conducted by any other company within the FHC group of the designated financial holding company —(i)
conducting general management, and capital and liquidity management; and
(ii)
providing advisory, financial, accounting, or information processing services; and
(d)
such other activity as may be specified by notice in writing by the Authority.
(2) Any designated financial holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.
Annual levy
Open ↗9.—(1) Every designated financial holding company shall pay to the Authority such annual levy as may be prescribed and in such manner as may be specified by the Authority.
(2) The Authority may prescribe different levies in respect of different classes or categories of designated financial holding companies and the levies shall apply uniformly to those classes or categories.
(3) All levies collected under subsection (1) shall be paid into the funds of the Authority.
Amendment of designated financial holding company’s constitution
Open ↗10.—(1) Every designated financial holding company shall, prior to the making of any amendment or alteration in the memorandum of association and articles of association or other instrument under which it is incorporated, formed or established, furnish to the Authority particulars in writing of the proposed amendment or alteration.
(2) Every designated financial holding company shall, within 3 months after the making of any amendment or alteration in the memorandum of association and articles of association or other instrument under which it is incorporated, formed or established, furnish to the Authority particulars in writing of the amendment or alteration, verified by either of the following:(a)
a statutory declaration or its equivalent made by a senior officer of the designated financial holding company; or
(b)
proof of lodgment of the amendment or alteration under the Companies Act (Cap. 50).
(3) Any designated financial holding company which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part thereof during which the offence continues after conviction.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
