s 97 Disqualification or removal of director or executive officer
97.—(1) Despite the provisions of any other written law —(a) a holder of a capital markets services licence must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and (b) a holder of a capital markets services licence which is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, if the person — (c) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 18 April 2013, being an offence —(i) involving fraud or dishonesty; (ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or (iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949; (d) is an undischarged bankrupt, whether in Singapore or elsewhere; (e) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;[Act 25 of 2021 wef 01/04/2022] (f) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; (g) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or[Act 12 of 2024 wef 24/01/2025] (h) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —(i) which 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up by a court; or (ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.[10/2013; 4/2017] [Act 12 of 2024 wef 24/01/2025] (1A) Despite the provisions of any other written law, where the Authority is satisfied that a director of a holder of a capital markets services licence which is incorporated in Singapore, or an executive officer of a holder of a capital markets services licence, is not a fit and proper person to be a director or executive officer (as the case may be) of the holder, the Authority may, by notice in writing to the holder, direct it to remove the director or executive officer from his or her office or employment within such period as the Authority may specify in the notice, and the holder must comply with the notice.[Act 12 of 2024 wef 24/01/2025] (2) For the purpose of subsection (1A), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —(a) the individual has wilfully contravened or wilfully caused the holder to contravene any provision of this Act; (b) the individual has, without reasonable excuse, failed to secure the compliance of the holder with this Act, the Monetary Authority of Singapore Act 1970, or any of the written laws set out in the Schedule to that Act; (c) the individual has failed to discharge any of the duties of his or her office or employment; (d) the individual’s removal is necessary in the public interest or for the protection of investors; or (e) the individual comes within any of the grounds mentioned in subsection (1).[Act 12 of 2024 wef 24/01/2025] (3) The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed.[Act 12 of 2024 wef 24/01/2025] (4) The Authority must not direct a holder of a capital markets services licence to remove an individual from his or her office or employment under subsection (1A) without giving the holder and that individual an opportunity to be heard, except in any of the following circumstances: (a) the individual is an undischarged bankrupt, whether in Singapore or elsewhere; (b) a section 101A prohibition order or an FSMA prohibition order against the individual has been made that remains in force; (c) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 58(d) of the Financial Institutions (Miscellaneous Amendments) Act 2024 —(i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more.[Act 12 of 2024 wef 24/01/2025] (5) A holder of a capital markets services licence must, as soon as practicable after receiving a direction under subsection (1A), notify the affected director or executive officer of the direction.[Act 12 of 2024 wef 24/01/2025] (5A) A holder of a capital markets services licence who receives a direction under subsection (1A), or any director or executive officer of a holder of a capital markets services licence in relation to whom a direction under subsection (1A) is given, may, within 30 days after the holder receives the direction, appeal to the Minister whose decision is final.[Act 12 of 2024 wef 24/01/2025] (5B) Despite the lodging of an appeal under subsection (5A), any direction under subsection (1A) continues to have effect pending the Minister’s decision.[Act 12 of 2024 wef 24/01/2025] (5C) The Minister may, when deciding an appeal under subsection (5A), modify the direction under subsection (1A), and such modified action has effect starting on the date of the Minister’s decision.[Act 12 of 2024 wef 24/01/2025] (6) No criminal or civil liability is incurred by —(a) a holder of a capital markets services licence; or (b) any person acting on behalf of the holder of a capital markets services licence, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section. [10/2013] [Act 12 of 2024 wef 24/01/2025] (6A) A holder of a capital markets services licence who, without reasonable excuse, contravenes subsection (1) or fails to comply with a notice issued under subsection (1A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.[Act 12 of 2024 wef 24/01/2025] (7) [Deleted by Act 12 of 2024 wef 24/01/2025][Act 12 of 2024 wef 24/01/2025]