Monetary Authority of Singapore: The Managing Director of the Monetary Authority of Singapore, using the powers conferred upon it under the Securities and Futures Act 2001, introduced the Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses, Licensed Trade Repositories and Approved Holding Companies) Regulations, 2024, on 24-04-2024. The Regulations will commence from 15-07-2024 and after commencement, will revoke the former Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses and Approved Holding Companies) Regulations 2005.
Application: These Regulations would not apply to the regulated institutions that are holding their first Annual General Meeting (“AGM”) after 15-07-2024 (date on which the Regulations will come into effect), until their AGM is concluded. Such regulated institutions will continue to be subjected to the Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses and Approved Holding Companies) Regulations 2005 until the conclusion of their AGM.
Definitions: The Regulations provide the definitions for the following-
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“Associated corporation” in terms of both, a corporation and an individual.
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“Chief Regulatory Officer, and “Chief Risk Officer” in terms of regulated institution other than a licensed trade repository and an approved holding company of a licensed trade repository.
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“Executive officer” as a direct employee, or acting for, or by arrangement with a corporation, or participates in the managerial functions on a daily basis.
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“Executive director” as a director who is concurrently an executive officer, and “non‑executive director” is construed accordingly.
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“Independent director” independent of any managerial or business relationship with, from any substantial shareholder of, and has not served on the board for a continuous period of 9 years or more, of the regulated institution.
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“Permanent residence” as any individual not subject to any immigration restriction of residence in Singapore
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“Regulated institution” as an approved exchange, an approved clearing house, a licensed trade repository or an approved holding company;
Other defined terms are “member”, “Nominating Committee”, “Remuneration Committee”, and “Risk Management Committee”.
The Regulation also provides for the governance of regulated institutions, wherein they have been required to compose the Committees, their compositions, and responsibilities. The Regulations also mandate their observance, the contravention of which will attract penalties.
Penalties for violation: The penalties for violation of the 2024 Regulations are conviction and fine capped at $150,000; furthermore, if the violation continues post-conviction, then an additional fine of $15,000 per day will be imposed. Additionally, should the regulated institutions violate some specific provisions of the Regulations, they would attract the penalty of $25,000.
Note: For the benefit of absolute independence of the required entities, any member of their immediate family should not be associated with the regulated institutions. A member of the immediate family has been defined as the spouse, child, adopted child, stepchild, parent, step‑parent, brother, stepbrother, sister or stepsister of an individual
