Financial Holding Companies Act 2013

REPUBLIC OF SINGAPORE GOVERNMENT GAZETTE ACTS SUPPLEMENT Published by Authority NO. 16] Friday, April 11 [2014 The following Act was passed by Parliament on 8th April 2013 and assented to by the President on 30th April 2013:— Financial Holding Companies Act 2013 (No. 13 of 2013) I assent. TONY TAN KENG YAM, President. 30th April 2013. Date of Commencement: 30th June 2022 An Act to regulate financial holding companies and to make consequential amendments to certain other written laws. Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows: PART I PRELIMINARY Short title and commencement 1. This Act may be cited as the Financial Holding Companies Act 2013 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint. Interpretation 2.—(1) In this Act, unless the context otherwise requires — “Accounting Standards” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); “activity” means any activity whether carried out as or as part of a business or otherwise; “agreement” means an agreement whether formal or informal and whether express or implied; “Authority” means the Monetary Authority of Singapore established under section 3 of the Monetary Authority of Singapore Act (Cap. 186); “bank” has the same meaning as in section 2(1) of the Banking Act (Cap. 19); “bank holiday” means a day declared by the Authority to be a bank holiday under section 60(1) of the Banking Act; “book” includes any record, register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; “business day” means any calendar day other than a Saturday, Sunday, public holiday or bank holiday; “capital funds” means the amount determined by adding the designated financial holding company’s paid-up capital (excluding any amount represented by treasury shares) to its published reserves (excluding such reserves as the Authority may specify by notice in writing to the designated financial holding company), and then deducting therefrom any loss appearing in the accounts of the designated financial holding company; “chief executive”, in relation to a designated financial holding company, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the designated financial holding company; and (b) is principally responsible for the management and conduct of the activities of the FHC group; “company” means any company defined in any written law for the time being in force relating to companies, any company formed in pursuance of any Royal Charter or Letters Patent, and any company incorporated or registered under any written law in force in Singapore, and includes any body corporate or unincorporate, whether incorporated, formed or established in or outside Singapore; “co-operative society” means a co-operative society registered under the Co-operative Societies Act (Cap. 62); “corporation” — (a) has the same meaning as in section 4(1) of the Companies Act; but (b) includes a co-operative society; “credit facility” means — (a) the granting by a designated financial holding company of advances, loans, guarantees, indemnities and other facilities to a person whereby the person has access to funds or financial guarantees; or (b) the incurring by a designated financial holding company of other liabilities on behalf of any person, but does not include the purchase by the designated financial holding company of any debt instrument; “designated financial holding company” means a financial holding company designated under section 4; “designation date”, in relation to a financial holding company, means the date on which the financial holding company becomes designated under section 4; “director” includes any person occupying the position of director of a corporation by whatever name described and includes a person in accordance with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director; “employee” includes an individual seconded or temporarily transferred from another employer; “executive officer”, in relation to a corporation, means any person, by whatever name described, who — (a) is in the direct employment of, or acting for or by arrangement with, the corporation; and (b) is concerned with or takes part in the management of the corporation on a day-to-day basis; “FHC group”, in relation to a financial holding company, means the financial holding company, its subsidiaries and any other company or entity treated as part of the financial holding company’s group of companies according to Accounting Standards; “financial holding company” means a holding company — (a) which has at least one subsidiary that is a bank incorporated in Singapore or a licensed insurer incorporated, formed or established in Singapore; and (b) which subsidiary that is a financial institution accounts, or which subsidiaries that are financial institutions in the aggregate account, for 50% or more of the assets, capital, liabilities or revenue, of the FHC group of the holding company; “financial institution” means any holding company or any company whose business the conduct of which is regulated or authorised, or subject to oversight, by the Authority under any written law or, if carried on in Singapore, would be regulated or authorised, or subject to oversight, by the Authority under any written law; “holding company” has the same meaning as in section 5 of the Companies Act except that any reference to “corporation” in that section shall be construed as if it did not exclude a co‑operative society; “licensed insurer” means an insurer licensed under section 8 of the Insurance Act (Cap. 142); “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act (Cap. 163A); “officer”, in relation to a corporation, includes — (a) a director, a secretary or an employee of the corporation; (b) a receiver or manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and (c) the liquidator of the corporation appointed in a voluntary winding up; “partner” or “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act; “person” includes a corporation; “profit and loss account” has the same meaning as in section 4(1) of the Companies Act; “published reserve”, in relation to a designated financial holding company, means reserves which appear in the accounts of the designated financial holding company which are duly audited by the auditor of the designated financial holding company; “related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the first‑mentioned corporation under section 6 of the Companies Act, except that any reference to “corporation” in that section shall be construed as if it did not exclude a co‑operative society; “share” has the same meaning as in section 4(1) of the Companies Act and includes an interest in a share; “subsidiary”, in relation to a financial holding company, has the same meaning as in section 5 of the Companies Act, except that any reference to “corporation” in that section shall be construed as if it did not exclude a co-operative society; “substantial shareholder” has the same meaning as in section 81 of the Companies Act; “total number of issued shares”, in relation to a company, does not include treasury shares; “treasury share” has the same meaning as in section 4(1) of the Companies Act. (2) Without prejudice to any other meaning which the word “insolvent” may have, a designated financial holding company shall, for the purposes of this Act, be deemed to be insolvent if either it has ceased to pay its debts in the ordinary course of business or is unable to pay its debts as they become due.