§ 7 — Power of Authority to make prohibition orders

7.—(1) The Authority may, by written notice, make a prohibition order against any person, if the Authority is satisfied that the person is not a fit and proper person in accordance with the Guidelines on Fit and Proper Criteria to carry out any one or more of the acts mentioned in subsection (2)(a), (b), (c), (d) or (e).(2) A prohibition order made under subsection (1) may prohibit the person, whether permanently or for a specified period, from any one or more of the following:(a)

carrying on any activity or business, or providing any service, the carrying on or provision (as the case may be) of which is regulated or authorised by the Authority;

(b)

performing any relevant function;

(c)

taking part, directly or indirectly, in the management of, or acting as a director, partner or manager of, any financial institution;

(d)

becoming a substantial shareholder of any financial institution that is a corporation;

(e)

where the person is a substantial shareholder of a financial institution that is a corporation, acquiring any interest in any voting share in the financial institution other than a voting share in which the person already has an interest.

(3) A prohibition order made under subsection (1) may allow the person, subject to any condition specified in the order —(a)

to do a specified act; or

(b)

to do a specified act in specified circumstances,

that the order would otherwise prohibit the person from doing.

(4) The Authority must not make a prohibition order against a person without giving the person an opportunity to be heard.

(5) Any person who is aggrieved by the decision of the Authority to make a prohibition order against the person may, within 30 days after the decision, appeal in writing to the Minister.

(6) Where the Authority makes a prohibition order against any person who is an appointed, provisional or temporary representative under the Securities and Futures Act 2001 or an appointed or provisional representative under the Financial Advisers Act 2001, it must indicate against the person’s name in the public register of representatives under the Securities and Futures Act 2001 or the Financial Advisers Act 2001 (as the case may be) that fact, and the indication must remain in the register for the duration that the prohibition order is in force.

(7) For the purposes of this section, a person is a substantial shareholder of a financial institution that is a corporation if —(a)

the person has an interest or interests in one or more voting shares (excluding treasury shares) in the financial institution; and

(b)

the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in the financial institution.

(8) For the purposes of this section, a person is a substantial shareholder of a financial institution that is a corporation the share capital of which is divided into 2 or more classes of shares, if —(a)

the person has an interest or interests in one or more voting shares (excluding treasury shares) in one of those classes; and

(b)

the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in that class.

(9) In this section, “partner” and “manager”, in relation to a financial institution that is a limited liability partnership, have the meanings given by section 2(1) of the Limited Liability Partnerships Act 2005.

(10) Section 4 of the Securities and Futures Act 2001, with the necessary modifications, applies for the purpose of determining whether a person has an interest in a voting share as if a reference to securities, securities‑based derivatives contracts or units in a collective investment scheme is a reference to voting shares.

—(1) The Authority may, by written notice, make a prohibition order against any person, if the Authority is satisfied that the person is not a fit and proper person in accordance with the Guidelines on Fit and Proper Criteria to carry out any one or more of the acts mentioned in subsection (2)(a), (b), (c), (d) or (e).

(2) A prohibition order made under subsection (1) may prohibit the person, whether permanently or for a specified period, from any one or more of the following:(a)

carrying on any activity or business, or providing any service, the carrying on or provision (as the case may be) of which is regulated or authorised by the Authority;

(b)

performing any relevant function;

(c)

taking part, directly or indirectly, in the management of, or acting as a director, partner or manager of, any financial institution;

(d)

becoming a substantial shareholder of any financial institution that is a corporation;

(e)

where the person is a substantial shareholder of a financial institution that is a corporation, acquiring any interest in any voting share in the financial institution other than a voting share in which the person already has an interest.

(3) A prohibition order made under subsection (1) may allow the person, subject to any condition specified in the order —(a)

to do a specified act; or

(b)

to do a specified act in specified circumstances,

that the order would otherwise prohibit the person from doing.

(4) The Authority must not make a prohibition order against a person without giving the person an opportunity to be heard.

(5) Any person who is aggrieved by the decision of the Authority to make a prohibition order against the person may, within 30 days after the decision, appeal in writing to the Minister.

(6) Where the Authority makes a prohibition order against any person who is an appointed, provisional or temporary representative under the Securities and Futures Act 2001 or an appointed or provisional representative under the Financial Advisers Act 2001, it must indicate against the person’s name in the public register of representatives under the Securities and Futures Act 2001 or the Financial Advisers Act 2001 (as the case may be) that fact, and the indication must remain in the register for the duration that the prohibition order is in force.

(7) For the purposes of this section, a person is a substantial shareholder of a financial institution that is a corporation if —(a)

the person has an interest or interests in one or more voting shares (excluding treasury shares) in the financial institution; and

(b)

the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in the financial institution.

(8) For the purposes of this section, a person is a substantial shareholder of a financial institution that is a corporation the share capital of which is divided into 2 or more classes of shares, if —(a)

the person has an interest or interests in one or more voting shares (excluding treasury shares) in one of those classes; and

(b)

the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in that class.

(9) In this section, “partner” and “manager”, in relation to a financial institution that is a limited liability partnership, have the meanings given by section 2(1) of the Limited Liability Partnerships Act 2005.

(10) Section 4 of the Securities and Futures Act 2001, with the necessary modifications, applies for the purpose of determining whether a person has an interest in a voting share as if a reference to securities, securities‑based derivatives contracts or units in a collective investment scheme is a reference to voting shares.