§ 155 — Approval of chief executive officer, director, partner or manager of licensee

155.—(1) Subject to subsections (4) and (5) —(a)

an individual may not be appointed as a chief executive officer or as a director of a licensee that is a corporation;

(b)

an individual may not be appointed as manager, or become a partner, of a licensee that is a limited liability partnership; and

(c)

an individual may not become a partner in a licensee that is a partnership,

without the approval of the Authority upon an application made by the licensee concerned.

(2) An application under subsection (1) must be made in the form and manner prescribed.

(3) Without affecting any other matter that the Authority may consider relevant, the Authority may —(a)

in determining whether to grant its approval under paragraph (b), have regard to such criteria as the Authority may specify by written notice to the licensee; and

(b)

approve or refuse the application.

(4) Where a licensee that is a corporation has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s chief executive officer or director, the individual may, without the approval of the Authority, be re‑appointed as chief executive officer or director (as the case may be) of the licensee immediately upon the expiry of the individual’s term of appointment.

(5) Where a licensee that is a limited liability partnership has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s manager, the individual may, without the approval of the Authority, be re‑appointed as manager of the licensee immediately upon the expiry of the individual’s term of appointment.

(6) Subject to subsection (7), the Authority must not refuse a licensee’s application under subsection (1) without giving the licensee an opportunity to be heard.

(7) The Authority may refuse an application under subsection (1) for the Authority’s approval under subsection (3)(b) of an individual without giving the licensee an opportunity to be heard, in any of the following circumstances:(a)

the individual has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph:(i)

an offence involving fraud or dishonesty;

(ii)

an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly;

(iii)

an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(b)

the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(c)

the individual has had an enforcement order against the individual in respect of a judgment debt returned unsatisfied in whole or in part;

(d)

the individual has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation;

(e)

the individual has in force against the individual a prohibition order;

(f)

the individual has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —(i)

that is being or has been wound up by a court; or

(ii)

the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory.

(8) Where the Authority refuses an application under subsection (1) for the Authority’s approval under subsection (3)(b), the Authority need not give the individual who was proposed to be appointed an opportunity to be heard.

(9) A licensee that, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(10) In this section — “prohibition order” means —(a)

a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act;

(b)

a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act, and as continued by section 217(2) of this Act;

(c)

an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act;

(d)

an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act;

(e)

a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act;

(f)

a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or

(g)

a prohibition order made under section 7(1) of this Act.

—(1) Subject to subsections (4) and (5) —(a)

an individual may not be appointed as a chief executive officer or as a director of a licensee that is a corporation;

(b)

an individual may not be appointed as manager, or become a partner, of a licensee that is a limited liability partnership; and

(c)

an individual may not become a partner in a licensee that is a partnership,

without the approval of the Authority upon an application made by the licensee concerned.

(2) An application under subsection (1) must be made in the form and manner prescribed.

(3) Without affecting any other matter that the Authority may consider relevant, the Authority may —(a)

in determining whether to grant its approval under paragraph (b), have regard to such criteria as the Authority may specify by written notice to the licensee; and

(b)

approve or refuse the application.

(4) Where a licensee that is a corporation has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s chief executive officer or director, the individual may, without the approval of the Authority, be re‑appointed as chief executive officer or director (as the case may be) of the licensee immediately upon the expiry of the individual’s term of appointment.

(5) Where a licensee that is a limited liability partnership has obtained the approval of the Authority under subsection (3)(b) to appoint an individual as the licensee’s manager, the individual may, without the approval of the Authority, be re‑appointed as manager of the licensee immediately upon the expiry of the individual’s term of appointment.

(6) Subject to subsection (7), the Authority must not refuse a licensee’s application under subsection (1) without giving the licensee an opportunity to be heard.

(7) The Authority may refuse an application under subsection (1) for the Authority’s approval under subsection (3)(b) of an individual without giving the licensee an opportunity to be heard, in any of the following circumstances:(a)

the individual has been convicted, whether in Singapore or elsewhere, of any of the following offences, whether the offence is committed before, on or after the date of commencement of this paragraph:(i)

an offence involving fraud or dishonesty;

(ii)

an offence the conviction for which involves a finding that the individual had acted fraudulently or dishonestly;

(iii)

an offence that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(b)

the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(c)

the individual has had an enforcement order against the individual in respect of a judgment debt returned unsatisfied in whole or in part;

(d)

the individual has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the individual’s creditors, being a compromise or scheme of arrangement that is still in operation;

(e)

the individual has in force against the individual a prohibition order;

(f)

the individual has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —(i)

that is being or has been wound up by a court; or

(ii)

the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory authority in that foreign country or territory.

(8) Where the Authority refuses an application under subsection (1) for the Authority’s approval under subsection (3)(b), the Authority need not give the individual who was proposed to be appointed an opportunity to be heard.

(9) A licensee that, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(10) In this section — “prohibition order” means —(a)

a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act;

(b)

a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of this Act, and as continued by section 217(2) of this Act;

(c)

an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act;

(d)

an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of this Act, and as continued by section 218(2) of this Act;

(e)

a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act;

(f)

a prohibition order made under section 101A(1) of the Securities and Futures Act 2001 as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of this Act, and as continued by section 220(3) of this Act; or

(g)

a prohibition order made under section 7(1) of this Act.