Whole Section

  • Part III Administrative and Enforcement Powers of the Exchange

    Amended on 7 October 20157 October 2015.

    • 305

      (1) The Exchange may exercise administrative powers for the purposes of ensuring that the market is fair, orderly and transparent, and that the Exchange does not act contrary to the interests of the investing public, including the powers to:
      (a) issue public queries to an issuer;
      (b) require an issuer to make specified disclosures;
      (ba) require any Relevant Person to provide information, documents or electronic records to the Exchange;
      (c) require an issuer to obtain the prior approval of the Exchange under Rule 720(2)(a), for a period not exceeding 3 years, for the appointment or reappointment of a director or an executive officer;
      (d) object to the appointments or reappointments of individual directors or executive officers in any issuer for a period not exceeding 3 years;
      (e) require an issuer to appoint special auditors, additional auditors, compliance advisers, legal advisers or other independent professionals for specified purposes;
      (ea) require the special auditors’ or additional auditors’ findings to be reported to the Exchange, the issuer’s Audit Committee or such other party as the Exchange may direct;
      (eb) object to the appointment of an auditor or require an issuer to replace the auditor if the Exchange is of the opinion that it is in the interest of shareholders to do so or that the new auditor does not satisfy the requirement in Rule 712. This rule does not apply to a financial institution licensed or approved by the Monetary Authority of Singapore;
      (f) take over supervision (in full or in part) of an issuer;
      (g) waive or modify compliance with a listing rule (or part of a rule);
      (h) halt or suspend trading of listed securities of an issuer under Rules 1302 and 1303;
      (i) impose conditions on the authorization of a sponsor under Rule 206 or registration of a registered professional under Rule 213;
      (j) remove an issuer from the Official List under Rules 724(2), 746(5), 1017(2), 1304, 1305(1)(c) and 1305(1)(e); and
      (k) impose any other requirements on Relevant Person which the Exchange considers appropriate.
      (2) The circumstances under which the Exchange may exercise its powers under Rule 305(1)(d) include:
      (a) where the director or executive officer has refused to extend cooperation to the Exchange or other regulatory agencies on regulatory matters;
      (b) where the director or executive officer has contravened any relevant laws, regulations and rules (including those of any professional or regulatory bodies) relating to fraud, dishonesty, the securities or futures industry, corruption or breaches of fiduciary duties, in Singapore or elsewhere; and
      (c) where the director or executive officer is being investigated or is the subject of proceedings for breach of any relevant laws, regulations and rules (including those of any professional or regulatory bodies) relating to fraud, dishonesty, the securities or futures industry, corruption or breaches of fiduciary duties, in Singapore or elsewhere.
      (3) The Exchange may exercise investigative and enforcement powers for the purposes of enforcing the Rules, including the powers to:
      (a) initiate and conduct investigations against a Relevant Person;
      (b) initiate disciplinary proceedings against a Relevant Person;
      (c) take enforcement action against a Relevant Person including the following:
      (i) issuing a private warning to a Relevant Person;
      (ii) issuing a public reprimand to a Relevant Person;
      (iii) offering a composition sum to an issuer, sponsor or registered professional;
      (iv) requiring an issuer to appoint special auditors, compliance advisers, legal advisers or other independent professionals for specified purposes;
      (v) requiring an issuer to implement an effective education or compliance programme;
      (vi) requiring an issuer to appoint independent advisers to minority shareholders;
      (vii) requiring an issuer's directors or executive officers to undertake a mandatory education or training programme;
      (viii) requiring an issuer to undertake an independent review of internal controls and processes;
      (ix) requiring an issuer to perform other remedial action to rectify the consequences of contraventions;
      (x) denying an issuer of facilities of the market, prohibiting an issuer from accessing the facilities of the market for a specified period or until fulfilment of specified conditions;
      (xi) requiring an issuer to comply with conditions on the activities undertaken by the issuer;
      (xii) halting or suspending trading of listed securities of an issuer;
      (xiii) removing an issuer from the Official List;
      (xiv) imposing conditions on the authorisation of a sponsor or registration of a registered professional;
      (xv) revoking the authorisation of a sponsor or cancelling registration of a registered professional;
      (xvi) suspending or restricting the activities of a sponsor or registered professional;
      (xvii) requiring an education program to be undertaken by a sponsor or registered professional;
      (xviii) requiring an issuer to obtain the prior approval of the Exchange, for a period not exceeding 3 years, for the appointment or reappointment of a director or an executive officer;
      (xix) prohibiting any issuer for a period not exceeding 3 years from appointing or reappointing the director or executive officer, as a director or executive officer, or both;
      (xx) requiring the resignation of the director or executive officer from an existing position with any issuer listed on the Exchange;
      (xxi) objecting to the appointments or reappointments of individual directors or executive officers in any issuer for a period not exceeding 3 years; and
      (xxii) imposing any other requirements on a Relevant Person which the Exchange considers appropriate.
      (4) Where a Relevant Person does not comply with requirements imposed by the Exchange set out in Part III of this Chapter, the Relevant Person shall be deemed to have contravened the Rules.
      (5) The Exchange may charge, and the Disciplinary Committee may exercise its powers against, a sponsor or registered professional who:
      (a) breaches any Rule, or any condition or restriction imposed by the Exchange;
      (b) breaches any provisions involving fraud or dishonesty, whether in or out of Singapore;
      (c) breaches director's duties; or
      (d) engages in conduct detrimental to the financial integrity, reputation or interests of the Exchange.

      Amended on 7 October 20157 October 2015, 7 February 20207 February 2020, 7 February 20207 February 2020, 12 February 2021 and 1 August 2021.

    • 305A

      (1) The Exchange may allow a stay of execution of the sanctions, or an extension of the relevant timelines, which may be subject to conditions imposed by the Exchange in its absolute discretion, when:
      (a) a Relevant Person has filed a notice of appeal against an enforcement action by the Exchange referred to under Rule 1404(1)(c);
      (b) if a Relevant Person requires more time to comply with the sanctions imposed; or
      (c) if the Exchange is of the opinion that the circumstances warrant it.

      Added on 1 August 2021.

    • Queries

      • 306

        (1) The Exchange may pose queries to an issuer where the Exchange is of the opinion that the queries are in the interests of ensuring the market is fair, orderly and transparent. Circumstances where queries may be raised include the following:
        (a) where the Exchange is of the opinion that information provided is either incomplete or unclear;
        (b) where the Exchange has reason to believe that an issuer has failed to disclose information as required by the Rules;
        (c) where the Exchange has reason to believe that there is a possibility that the Rules has not been complied with; or
        (d) where the Exchange is of the opinion that it is appropriate to do so.
        (2) Upon receipt of a query from the Exchange, an issuer shall respond to the Exchange as soon as possible unless otherwise specified by the Exchange.
        (3) The Exchange may require an issuer to announce the Exchange's query to the issuer, the issuer's response to the query, or both.

        Added on 7 October 20157 October 2015.

    • Investigations

      • 307

        The Exchange may conduct an investigation if:

        (1) the Exchange has reason to believe that there is a possibility that any Relevant Rule has been contravened by a Relevant Person;
        (2) the Exchange receives a written complaint involving a Relevant Person, or a sponsor's directors, executive officers, employees or agents;
        (3) the Authority so directs; or
        (4) the Exchange is of the opinion that the circumstances warrant it.

        Added on 7 October 20157 October 2015.

      • 308

        For the purposes of investigation, the Exchange may require that a Relevant Person, or a sponsor's directors, executive officers, employees or agents comply with one or more the following requests:

        (1) to render all reasonable acts of assistance, at the Exchange's premises or elsewhere, including:
        (a) requests for information or written explanations; or
        (b) requests for meetings to record statements from the Relevant Person, or the sponsor's directors, executive officers, employees or agents;
        (2) to provide copies of documents or electronic records in the possession of the Relevant Person, or the sponsor's directors, executive officers, employees or agents by a specified date which shall be no less than 5 business days from the date of the request; or
        (3) to obtain copies of documents or electronic records which may be reasonably obtained by the Relevant Person, or the sponsor's directors, executive officers, employees or agents by a specified date which shall be no less than 7 business days from the date of the request. Where such documents or electronic records cannot be obtained, the Relevant Person, or the sponsor's directors, executive officers, employees or agents shall provide a written explanation to:
        (a) indicate why the documents or electronic records cannot be obtained; and
        (b) indicate what steps have been taken to obtain the documents or electronic records.

        Added on 7 October 20157 October 2015.

      • 309

        (1) Any Relevant Person, or the sponsor's directors, executive officers, employees or agents complying with a request for information, documents or electronic records from the Exchange shall take due care to ensure that such information, documents or electronic records provided to the Exchange are complete and not false or misleading in any material particular.
        (2) Any Relevant Person, or the sponsor's directors, executive officers, employees or agents shall not wilfully make, furnish, authorize, or permit the giving of incomplete, false or misleading information, documents or electronic records to the Exchange.

        Added on 7 October 20157 October 2015 and amended on 7 February 20207 February 2020.

      • 310

        (1) The Exchange may appoint any person or persons to assist in its investigation ("Exchange Examiner"). The Exchange may delegate all or any of its powers under Rule 308 to the Exchange Examiner. The Exchange Examiner shall report the results of the investigation to the Exchange.
        (2) The Exchange may refer any investigations to another relevant investigating authority if the Exchange is of the opinion that the circumstances warrant the referral.

        Added on 7 October 20157 October 2015.

    • Composition offers

      • 311

        (1) Upon the conclusion of investigations, the Exchange may provide an offer of composition to an issuer, sponsor or registered professional if the Exchange is of the opinion that the issuer, sponsor or registered professional has contravened a Relevant Rule. The terms of the offer of composition include payment of a specified sum to the Exchange and may include the fulfillment of any accompanying terms that the Exchange may prescribe.
        (2) Where the Exchange provides an offer of composition to an issuer, sponsor or registered professional, the written offer shall contain the following details:
        (a) the particulars of the issuer, sponsor or registered professional;
        (b) the Relevant Rule which allegedly has been contravened;
        (c) the brief facts giving rise to the alleged contravention;
        (d) the composition sum and the accompanying terms;
        (e) the manner by which the issuer, sponsor or registered professional is to respond to the offer; and
        (f) the date by which the issuer, sponsor or registered professional is to respond to the offer.
        (3) Where there is more than 1 contravention by an issuer, sponsor or registered professional, the offer under Rule 311(1) may be an amalgamated offer which deals with 2 or more similar contraventions. An amalgamated offer shall include all material information required under Rule 311(2).
        (4) An offer under Rule 311(1) may deal with 1 or more contraventions. Where a written offer under Rule 311(1) deals with more than 1 contravention, the Exchange may choose to:
        (a) proceed on selected contraventions; and
        (b) take into consideration the remaining contraventions.
        (5) Upon receipt of the written offer, the issuer, sponsor or registered professional shall by a specified date which shall be no less than 7 business days from the date of the offer, provide to the Exchange:
        (a) a written acceptance of the offer;
        (b) a written rejection of the offer; or
        (c) a written request for the Exchange to review its offer.
        (6) Upon receipt of a written request under Rule 311(5)(c), the Exchange shall respond within 14 business days.
        (7) The Exchange may withdraw or vary a written offer made under Rule 311 at any time before receipt of an acceptance to the offer, by providing written notice to the issuer, sponsor or registered professional.

        Added on 7 October 20157 October 2015.

      • 312

        (1) An offer of composition payable to the Exchange by an issuer or sponsor shall not exceed $10,000 per contravention, subject to maximum of $100,000 per offer for multiple contraventions. Subject to the decision of the Exchange, composition sums may be paid by instalments which shall not exceed 12 months from the date of acceptance of the written offer.
        (2) An offer of composition payable to the Exchange by a registered professional shall not exceed $5,000 per contravention, subject to maximum of $50,000 per offer for multiple contraventions. Subject to the decision of the Exchange, composition sums may be paid by instalments which shall not exceed 12 months from the date of acceptance of the written offer.

        Added on 7 October 20157 October 2015.

      • 313

        (1) The Exchange may initiate disciplinary proceeding upon confirmation that an offer under Rule 311(1) has been rejected. Where an issuer, sponsor or registered professional does not respond to a written offer under Rule 311(1) within the specified period, the issuer, sponsor or registered professional shall be deemed to have rejected the offer and the Exchange may initiate disciplinary proceedings thereafter.
        (2) Upon compliance with all requirements specified in an offer under Rule 311, the Exchange shall not initiate any further enforcement or disciplinary proceeding against the issuer, sponsor or registered professional in respect of the contraventions stated in the offer. The Exchange shall also not take any further action in respect of contraventions which were taken into consideration. Acceptance of the offer of composition by the issuer, sponsor or registered professional amounts to an admission of liability and the issuer, sponsor or registered professional shall be deemed to have committed the conduct described in the charge and deemed to have waived the right to have the matter dealt with before the Disciplinary Committee.

        Added on 7 October 20157 October 2015.