§ 35 — Removal of chief executive officer, director or partner of licensee

35.—(1) Despite the provisions of any other written law, where the Authority is satisfied that an individual appointed as chief executive officer, director or partner of a licensee incorporated or formed in Singapore is not a fit and proper person to act as such chief executive officer, director or partner, the Authority may, by written notice, direct the licensee to remove the individual, within such period as the Authority may specify in the notice —(a)

from employment with the licensee;

(b)

as director of the licensee; or

(c)

as partner of the licensee.

(2) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct the licensee to remove an individual under subsection (1), the Authority may consider whether the individual —(a)

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)

is an undischarged bankrupt, whether in Singapore or elsewhere;

(c)

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)

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)

has in force against the individual a prohibition order;[Act 18 of 2022 wef 31/07/2024]

(f)

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the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the financial regulatory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

(g)

has wilfully contravened, or wilfully caused the licensee to contravene, any provision of this Act;

(h)

has, without reasonable excuse, failed to secure the compliance of the licensee with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act;

(i)

has failed to discharge any of the duties of the individual’s office or employment; or

(j)

needs to be removed in the public interest.

(3) Subject to subsection (4), before directing a licensee incorporated or formed in Singapore to remove an individual under subsection (1), the Authority must give both the licensee and the individual an opportunity to be heard.

(4) The Authority may direct a licensee incorporated or formed in Singapore to remove an individual under subsection (1) on any of the following grounds without giving the licensee or the individual an opportunity to be heard:(a)

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

(b)

the individual has been convicted, whether in Singapore or elsewhere, of an offence, whether committed before, on or after 28 January 2020 —(i)

involving fraud or dishonesty, or the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; and

(ii)

punishable with imprisonment for a term of at least 3 months.

(5) Without affecting the Authority’s power to impose conditions under section 6(7)(a) or (10), the Authority may at any time, by written notice to a licensee incorporated or formed in Singapore, impose or vary a condition requiring the licensee to notify the Authority of any change to any particulars (such as residence in Singapore or elsewhere, or nature of appointment) of its chief executive officer, director or partner that may be specified in the notice.

(6) A licensee incorporated or formed in Singapore that, without reasonable excuse —(a)

fails to comply with a written notice under subsection (1); or

(b)

contravenes any condition imposed under subsection (5),

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(7) No criminal or civil liability shall be incurred by a licensee, or any person acting on behalf of the licensee, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the licensee under this section.

—(1) Despite the provisions of any other written law, where the Authority is satisfied that an individual appointed as chief executive officer, director or partner of a licensee incorporated or formed in Singapore is not a fit and proper person to act as such chief executive officer, director or partner, the Authority may, by written notice, direct the licensee to remove the individual, within such period as the Authority may specify in the notice —(a)

from employment with the licensee;

(b)

as director of the licensee; or

(c)

as partner of the licensee.

(2) Without affecting any other matter that the Authority may consider relevant, in assessing whether to direct the licensee to remove an individual under subsection (1), the Authority may consider whether the individual —(a)

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)

is an undischarged bankrupt, whether in Singapore or elsewhere;

(c)

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)

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)

has in force against the individual a prohibition order;[Act 18 of 2022 wef 31/07/2024]

(f)

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;

(g)

has wilfully contravened, or wilfully caused the licensee to contravene, any provision of this Act;

(h)

has, without reasonable excuse, failed to secure the compliance of the licensee with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act;

(i)

has failed to discharge any of the duties of the individual’s office or employment; or

(j)

needs to be removed in the public interest.

(3) Subject to subsection (4), before directing a licensee incorporated or formed in Singapore to remove an individual under subsection (1), the Authority must give both the licensee and the individual an opportunity to be heard.

(4) The Authority may direct a licensee incorporated or formed in Singapore to remove an individual under subsection (1) on any of the following grounds without giving the licensee or the individual an opportunity to be heard:(a)

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

(b)

the individual has been convicted, whether in Singapore or elsewhere, of an offence, whether committed before, on or after 28 January 2020 —(i)

involving fraud or dishonesty, or the conviction for which involves a finding that the individual had acted fraudulently or dishonestly; and

(ii)

punishable with imprisonment for a term of at least 3 months.

(5) Without affecting the Authority’s power to impose conditions under section 6(7)(a) or (10), the Authority may at any time, by written notice to a licensee incorporated or formed in Singapore, impose or vary a condition requiring the licensee to notify the Authority of any change to any particulars (such as residence in Singapore or elsewhere, or nature of appointment) of its chief executive officer, director or partner that may be specified in the notice.

(6) A licensee incorporated or formed in Singapore that, without reasonable excuse —(a)

fails to comply with a written notice under subsection (1); or

(b)

contravenes any condition imposed under subsection (5),

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(7) No criminal or civil liability shall be incurred by a licensee, or any person acting on behalf of the licensee, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the licensee under this section.