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

34.—(1) Subject to subsection (4) —(a)

a licensee incorporated in Singapore must not appoint an individual as its chief executive officer or director;

(b)

a licensee incorporated outside Singapore must not appoint an individual as its chief executive officer, or its director, directly responsible for the whole or any part of the licensee’s business in Singapore;

(c)

a licensee that is a partnership or limited liability partnership formed in Singapore must not appoint an individual as its partner; and

(d)

a licensee that is a partnership or limited liability partnership formed outside Singapore must not appoint an individual as its partner directly responsible for the whole or any part of the licensee’s business in Singapore,

unless the licensee has applied for and obtained the approval of the Authority under subsection (3)(b).

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

(6) 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 28 January 2020:(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;[Act 25 of 2021 wef 01/04/2022]

(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;[Act 18 of 2022 wef 31/07/2024]

(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.

(7) 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.

(8) 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.

(9) In this section, “chief executive officer”, in relation to a licensee incorporated outside Singapore, includes a person (however designated) who —(a)

is in the direct employment of, or acting for or by arrangement with, the licensee; and

(b)

is directly responsible for the management and conduct of the whole or any part of the licensee’s business in Singapore.

—(1) Subject to subsection (4) —(a)

a licensee incorporated in Singapore must not appoint an individual as its chief executive officer or director;

(b)

a licensee incorporated outside Singapore must not appoint an individual as its chief executive officer, or its director, directly responsible for the whole or any part of the licensee’s business in Singapore;

(c)

a licensee that is a partnership or limited liability partnership formed in Singapore must not appoint an individual as its partner; and

(d)

a licensee that is a partnership or limited liability partnership formed outside Singapore must not appoint an individual as its partner directly responsible for the whole or any part of the licensee’s business in Singapore,

unless the licensee has applied for and obtained the approval of the Authority under subsection (3)(b).

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

(6) 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 28 January 2020:(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;[Act 25 of 2021 wef 01/04/2022]

(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;[Act 18 of 2022 wef 31/07/2024]

(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.

(7) 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.

(8) 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.

(9) In this section, “chief executive officer”, in relation to a licensee incorporated outside Singapore, includes a person (however designated) who —(a)

is in the direct employment of, or acting for or by arrangement with, the licensee; and

(b)

is directly responsible for the management and conduct of the whole or any part of the licensee’s business in Singapore.