§ 80 — Assumption of control

80.—(1) Upon assuming control of any business of a payment entity under section 78(2)(c), the Authority or statutory manager (as the case may be) must take custody or control of the relevant business of the payment entity.(2) During the period when the Authority or statutory manager is in control of the relevant business of a payment entity, the Authority or statutory manager —(a)

must manage the relevant business in the name of and on behalf of the payment entity; and

(b)

is treated as an agent of the payment entity.

(3) In managing the relevant business of a payment entity, the Authority or statutory manager has all the duties, powers and functions of the members of the board of directors of the payment entity (collectively and individually) under —(a)

this Act;

(b)

the Companies Act 1967; and

(c)

the constitution of the payment entity,

including powers of delegation, in relation to the relevant business of the payment entity.

(4) Despite subsection (3), the Authority or statutory manager is not required to call any meeting of the payment entity under the Companies Act 1967 or the constitution of the payment entity.

(5) Despite any written law or rule of law —(a)

upon the Authority or statutory manager assuming control of any business of a payment entity under section 78(2)(c), any appointment of an individual as chief executive officer or director of the payment entity that was in force immediately before the assumption of control is treated as revoked, unless the Authority gives the Authority’s approval, by written notification to the individual and the payment entity, for the individual to remain in the appointment; and

(b)

during the period when the Authority or statutory manager is in control of the relevant business of the payment entity, an individual must not be appointed as chief executive officer or director of the payment entity, except with the approval of the Authority.

(6) Where the Authority has given its approval under subsection (5) for an individual to remain in the appointment of, or to be appointed as, chief executive officer or director of a payment entity, the Authority may at any time, by written notification to the individual, revoke the Authority’s approval, and that appointment is treated as revoked on the date specified in the notification.

(7) Despite any written law or rule of law, if any individual, whose appointment as chief executive officer or director of a payment entity is revoked under subsection (5) or (6), acts or purports to act as chief executive officer or director of the payment entity during the period when the Authority or statutory manager is in control of the relevant business of the payment entity under section 78(2)(c) —(a)

the act or purported act of the individual is invalid and of no effect; and

(b)

the individual shall be guilty of an offence.

(8) Despite any written law or rule of law, if any individual, who is appointed as chief executive officer or director of a payment entity in contravention of subsection (5), acts or purports to act as chief executive officer or director of the payment entity during the period when the Authority or statutory manager is in control of the relevant business of the payment entity under section 78(2)(c) —(a)

the act or purported act of the individual is invalid and of no effect; and

(b)

the individual shall be guilty of an offence.

(9) During the period when the Authority or statutory manager is in control of the relevant business of a payment entity —(a)

if there is any conflict or inconsistency between —(i)

a direction or decision given by the Authority or statutory manager (including a direction or decision given to a person or body of persons mentioned in sub‑paragraph (ii)); and

(ii)

a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office‑holder of the payment entity, by the board of directors of the payment entity, or by any trustee for the payment entity,

the direction or decision mentioned in sub‑paragraph (i) prevails over the direction or decision mentioned in sub‑paragraph (ii) to the extent of the conflict or inconsistency; and

(b)

a person must not exercise any voting or other right attached to any share in the payment entity in any manner that may defeat or interfere with any duty, power or function of the Authority or statutory manager, and any such exercise or purported exercise of that right is invalid and of no effect.

(10) An individual who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction.

—(1) Upon assuming control of any business of a payment entity under section 78(2)(c), the Authority or statutory manager (as the case may be) must take custody or control of the relevant business of the payment entity.

(2) During the period when the Authority or statutory manager is in control of the relevant business of a payment entity, the Authority or statutory manager —(a)

must manage the relevant business in the name of and on behalf of the payment entity; and

(b)

is treated as an agent of the payment entity.

(3) In managing the relevant business of a payment entity, the Authority or statutory manager has all the duties, powers and functions of the members of the board of directors of the payment entity (collectively and individually) under —(a)

this Act;

(b)

the Companies Act 1967; and

(c)

the constitution of the payment entity,

including powers of delegation, in relation to the relevant business of the payment entity.

(4) Despite subsection (3), the Authority or statutory manager is not required to call any meeting of the payment entity under the Companies Act 1967 or the constitution of the payment entity.

(5) Despite any written law or rule of law —(a)

upon the Authority or statutory manager assuming control of any business of a payment entity under section 78(2)(c), any appointment of an individual as chief executive officer or director of the payment entity that was in force immediately before the assumption of control is treated as revoked, unless the Authority gives the Authority’s approval, by written notification to the individual and the payment entity, for the individual to remain in the appointment; and

(b)

during the period when the Authority or statutory manager is in control of the relevant business of the payment entity, an individual must not be appointed as chief executive officer or director of the payment entity, except with the approval of the Authority.

(6) Where the Authority has given its approval under subsection (5) for an individual to remain in the appointment of, or to be appointed as, chief executive officer or director of a payment entity, the Authority may at any time, by written notification to the individual, revoke the Authority’s approval, and that appointment is treated as revoked on the date specified in the notification.

(7) Despite any written law or rule of law, if any individual, whose appointment as chief executive officer or director of a payment entity is revoked under subsection (5) or (6), acts or purports to act as chief executive officer or director of the payment entity during the period when the Authority or statutory manager is in control of the relevant business of the payment entity under section 78(2)(c) —(a)

the act or purported act of the individual is invalid and of no effect; and

(b)

the individual shall be guilty of an offence.

(8) Despite any written law or rule of law, if any individual, who is appointed as chief executive officer or director of a payment entity in contravention of subsection (5), acts or purports to act as chief executive officer or director of the payment entity during the period when the Authority or statutory manager is in control of the relevant business of the payment entity under section 78(2)(c) —(a)

the act or purported act of the individual is invalid and of no effect; and

(b)

the individual shall be guilty of an offence.

(9) During the period when the Authority or statutory manager is in control of the relevant business of a payment entity —(a)

if there is any conflict or inconsistency between —(i)

a direction or decision given by the Authority or statutory manager (including a direction or decision given to a person or body of persons mentioned in sub‑paragraph (ii)); and

(ii)

a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office‑holder of the payment entity, by the board of directors of the payment entity, or by any trustee for the payment entity,

the direction or decision mentioned in sub‑paragraph (i) prevails over the direction or decision mentioned in sub‑paragraph (ii) to the extent of the conflict or inconsistency; and

(b)

a person must not exercise any voting or other right attached to any share in the payment entity in any manner that may defeat or interfere with any duty, power or function of the Authority or statutory manager, and any such exercise or purported exercise of that right is invalid and of no effect.

(10) An individual who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part of a day during which the offence continues after conviction.