§ 68 — Auditing

68.—(1) Despite the provisions of the Companies Act 1967, an operator or a settlement institution of a designated payment system must —(a)

on an annual basis and at its own expense, appoint an auditor; and

(b)

if for any reason its auditor ceases to be its auditor, appoint another auditor as soon as practicable after such cessation.

(2) The Authority may appoint an auditor for an operator or a settlement institution of a designated payment system —(a)

if the operator or settlement institution fails to appoint an auditor; or

(b)

if the Authority considers it desirable that another auditor should act with the auditor appointed under subsection (1).

(3) The Authority may at any time fix the remuneration to be paid by an operator or a settlement institution of a designated payment system to an auditor appointed by the Authority under subsection (2) for the operator or settlement institution.

(4) The duties of an auditor appointed under subsection (1) or (2) for an operator or a settlement institution of a designated payment system are as follows:(a)

to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the operator or settlement institution;

(b)

to make a report —(i)

if the operator or settlement institution is a Singapore operator or Singapore settlement institution, on the financial statements or consolidated financial statements of the operator or settlement institution in accordance with section 207 of the Companies Act 1967; or

(ii)

if the operator or settlement institution is incorporated outside Singapore, on the latest annual balance sheet and profit and loss account of the operator or settlement institution, together with any notes on that balance sheet and profit and loss account, showing the assets and liabilities and profit or loss arising out of the operations of the operator or settlement institution in Singapore, that complies with section 207 of the Companies Act 1967.

(5) The Authority may, by written notice to an auditor appointed under subsection (1) or (2) for an operator or a settlement institution of a designated payment system, impose all or any of the following duties on the auditor in addition to those provided under subsection (4), and the auditor must carry out the duties so imposed:(a)

a duty to submit such additional information in relation to the audit as the Authority considers necessary;

(b)

a duty to enlarge or extend the scope of the audit of the business and affairs of the operator or settlement institution;

(c)

a duty to carry out any other examination, or establish any procedure, in relation to the audit in any particular case;

(d)

a duty to submit a report on any of the matters mentioned in paragraphs (b) and (c).

(6) An operator or a settlement institution of a designated payment system must remunerate an auditor appointed under subsection (1) or (2) for the operator or settlement institution in respect of —(a)

any remuneration the Authority has fixed under subsection (3); and

(b)

the discharge of all or any of the additional duties of the auditor imposed under subsection (5).

(7) Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if the Authority is not satisfied with the performance of any duty by the auditor of an operator or a settlement institution of a designated payment system, at any time direct the operator or settlement institution to —(a)

remove the auditor; and

(b)

appoint another auditor.

(8) The auditor’s report made under subsection (4)(b) must be attached to the balance sheet and the profit and loss account, the financial statements or the consolidated financial statements (as the case may be) of the operator or settlement institution, and a copy of the report, together with any report under subsection (5)(d), must be submitted in writing to the Authority.

(9) If an auditor, in the course of performing the auditor’s duties, is satisfied that any of the following matters has occurred, the auditor must immediately report that matter to the Authority:(a)

there has been a serious breach or non‑observance of the provisions of this Act;

(b)

a criminal offence involving fraud or dishonesty has been committed;

(c)

losses have been incurred that reduce the capital of the operator or settlement institution by at least 50%;

(d)

there is any irregularity that has or may have a material effect on the accounts of the operator or settlement institution, including any irregularity that affects or jeopardises, or may affect or jeopardise, the interests of the participants of the designated payment system;

(e)

the auditor is unable to confirm that the claims of creditors of the operator or settlement institution are still covered by the assets of the operator or settlement institution.

(10) Where an auditor or employee of the auditor discloses in good faith to the Authority —(a)

the auditor’s or employee’s knowledge or suspicion of any of the matters mentioned in subsection (9); or

(b)

any information or other matter on which that knowledge or suspicion is based,

the disclosure is not a breach of any restriction upon the disclosure imposed by any law, contract or rules of professional conduct, and the auditor or employee is not liable for any loss arising out of the disclosure or any act or omission in consequence of the disclosure.

(11) An operator or a settlement institution of a designated payment system that 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 of a day during which the offence continues after conviction.

(12) An auditor that contravenes subsection (5) or (9) 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 of a day during which the offence continues after conviction.

—(1) Despite the provisions of the Companies Act 1967, an operator or a settlement institution of a designated payment system must —(a)

on an annual basis and at its own expense, appoint an auditor; and

(b)

if for any reason its auditor ceases to be its auditor, appoint another auditor as soon as practicable after such cessation.

(2) The Authority may appoint an auditor for an operator or a settlement institution of a designated payment system —(a)

if the operator or settlement institution fails to appoint an auditor; or

(b)

if the Authority considers it desirable that another auditor should act with the auditor appointed under subsection (1).

(3) The Authority may at any time fix the remuneration to be paid by an operator or a settlement institution of a designated payment system to an auditor appointed by the Authority under subsection (2) for the operator or settlement institution.

(4) The duties of an auditor appointed under subsection (1) or (2) for an operator or a settlement institution of a designated payment system are as follows:(a)

to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the operator or settlement institution;

(b)

to make a report —(i)

if the operator or settlement institution is a Singapore operator or Singapore settlement institution, on the financial statements or consolidated financial statements of the operator or settlement institution in accordance with section 207 of the Companies Act 1967; or

(ii)

if the operator or settlement institution is incorporated outside Singapore, on the latest annual balance sheet and profit and loss account of the operator or settlement institution, together with any notes on that balance sheet and profit and loss account, showing the assets and liabilities and profit or loss arising out of the operations of the operator or settlement institution in Singapore, that complies with section 207 of the Companies Act 1967.

(5) The Authority may, by written notice to an auditor appointed under subsection (1) or (2) for an operator or a settlement institution of a designated payment system, impose all or any of the following duties on the auditor in addition to those provided under subsection (4), and the auditor must carry out the duties so imposed:(a)

a duty to submit such additional information in relation to the audit as the Authority considers necessary;

(b)

a duty to enlarge or extend the scope of the audit of the business and affairs of the operator or settlement institution;

(c)

a duty to carry out any other examination, or establish any procedure, in relation to the audit in any particular case;

(d)

a duty to submit a report on any of the matters mentioned in paragraphs (b) and (c).

(6) An operator or a settlement institution of a designated payment system must remunerate an auditor appointed under subsection (1) or (2) for the operator or settlement institution in respect of —(a)

any remuneration the Authority has fixed under subsection (3); and

(b)

the discharge of all or any of the additional duties of the auditor imposed under subsection (5).

(7) Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if the Authority is not satisfied with the performance of any duty by the auditor of an operator or a settlement institution of a designated payment system, at any time direct the operator or settlement institution to —(a)

remove the auditor; and

(b)

appoint another auditor.

(8) The auditor’s report made under subsection (4)(b) must be attached to the balance sheet and the profit and loss account, the financial statements or the consolidated financial statements (as the case may be) of the operator or settlement institution, and a copy of the report, together with any report under subsection (5)(d), must be submitted in writing to the Authority.

(9) If an auditor, in the course of performing the auditor’s duties, is satisfied that any of the following matters has occurred, the auditor must immediately report that matter to the Authority:(a)

there has been a serious breach or non‑observance of the provisions of this Act;

(b)

a criminal offence involving fraud or dishonesty has been committed;

(c)

losses have been incurred that reduce the capital of the operator or settlement institution by at least 50%;

(d)

there is any irregularity that has or may have a material effect on the accounts of the operator or settlement institution, including any irregularity that affects or jeopardises, or may affect or jeopardise, the interests of the participants of the designated payment system;

(e)

the auditor is unable to confirm that the claims of creditors of the operator or settlement institution are still covered by the assets of the operator or settlement institution.

(10) Where an auditor or employee of the auditor discloses in good faith to the Authority —(a)

the auditor’s or employee’s knowledge or suspicion of any of the matters mentioned in subsection (9); or

(b)

any information or other matter on which that knowledge or suspicion is based,

the disclosure is not a breach of any restriction upon the disclosure imposed by any law, contract or rules of professional conduct, and the auditor or employee is not liable for any loss arising out of the disclosure or any act or omission in consequence of the disclosure.

(11) An operator or a settlement institution of a designated payment system that 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 of a day during which the offence continues after conviction.

(12) An auditor that contravenes subsection (5) or (9) 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 of a day during which the offence continues after conviction.