On 19/06/2013,
you requested for the version in force on 19/06/2013
incorporating all amendments published on or before 19/06/2013.
The closest version currently available is that of 18/04/2013.
FIFTH SCHEDULE
Definitions in Sections 27, 28, 29 and 38
1. For the purposes of sections 27, 28 and 29 and this Schedule —
“affiliate” means —
(a)
in relation to a substantial shareholder of a bank incorporated in Singapore, any corporation which is an associate of the substantial shareholder, other than —
(i)
the bank and any company in which the bank acquires or holds, directly or indirectly, a major stake;
(ii)
the parent bank of the bank and any company in which the parent bank acquires or holds, directly or indirectly, a major stake; or
(iii)
where the bank is the subsidiary of a financial holding company, the financial holding company and any company in which the financial holding company acquires or holds, directly or indirectly, a major stake;
(b)
in relation to a substantial shareholder of a financial holding company, any corporation which is an associate of the substantial shareholder, other than —
(i)
the financial holding company and any company in which the financial holding company acquires or holds, directly or indirectly, a major stake; or
(ii)
where the financial holding company is the subsidiary of another financial holding company, the second-mentioned financial holding company and any company in which the second-mentioned holding company acquires or holds, directly or indirectly, a major stake; and
(c)
in relation to a substantial shareholder of a parent bank, any corporation which is an associate of the substantial shareholder, other than the parent bank and any company in which the parent bank acquires or holds, directly or indirectly, a major stake;
“associate”, in relation to a substantial shareholder, means —
(a)
any corporation in which the substantial shareholder controls the composition of the board of directors;
(b)
any corporation in which the substantial shareholder controls more than half of the voting power;
(c)
any corporation in which the substantial shareholder holds more than half of the total number of issued shares;
(d)
any corporation which is a subsidiary of any other corporation which is an associate by virtue of paragraph (a), (b) or (c);
(e)
any corporation in which the substantial shareholder or any other corporation which is an associate by virtue of paragraph (a), (b), (c) or (d) has, or the substantial shareholder and such other corporation together have, an interest in shares entitling the beneficial owners thereof the right to cast, whether by proxy or in person, not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the first-mentioned corporation; or
(f)
any corporation (not being a corporation which is an associate by virtue of paragraph (a), (b), (c), (d) or (e)) the policies of which the substantial shareholder or any other corporation which is an associate by virtue of paragraph (a), (b), (c), (d) or (e) is, or the substantial shareholder together with such other corporation are, able to control or influence materially;
“counterparty”, in relation to a bank, means a person —
(a)
who has an obligation to the bank as a result of the bank’s contractual or other arrangements; or
(b)
in relation to whom the bank is at risk as a result of the bank’s contractual or other arrangements or investments;
“director”, in relation to a bank in Singapore, includes the spouse, parent and child of a director of the bank;
“director group”, in relation to a bank in Singapore, means a group of persons comprising —
(a)
any director of the bank;
(b)
every firm or limited liability partnership in which the director is a partner, a manager, an agent, a guarantor or a surety;
(c)
every individual of whom, and every company of which, the director is a guarantor or surety; and
(d)
every company in which the director —
(i)
is an executive officer;
(ii)
owns more than half of the total number of issued shares, whether legally or beneficially;
(iii)
controls more than half of the voting power; or
(iv)
controls the composition of the board of directors;
“exposure” means the maximum loss that a bank may incur as a result of the failure of a counterparty to meet any of its obligations;
“family member”, in relation to an individual, means the individual’s spouse, parent or child;
“financial group”, in relation to a bank in Singapore, means a group of companies comprising —
(a)
where the bank is incorporated in Singapore, every company in which the bank acquires or holds, directly or indirectly, a major stake in accordance with section 32(1); or
(b)
where the bank is incorporated outside Singapore, every company in which the bank acquires or holds, directly or indirectly, a major stake in accordance with section 32(1) and which is reflected as an investment in the books of the bank in Singapore in relation to its operations in Singapore;
“parent bank”, in relation to a bank, means a bank incorporated in or outside Singapore of which the first-mentioned bank is a subsidiary;
“substantial shareholder group”, in relation to a bank incorporated in Singapore, means a group of persons comprising —
(a)
any substantial shareholder of the bank;
(b)
every affiliate of the substantial shareholder of the bank; and
(c)
where the bank is a subsidiary of a financial holding company or a parent bank —
2. For the purposes of the definitions of “associate” and “substantial shareholder group”, a reference to a substantial shareholder shall, where the substantial shareholder is an individual, include a reference to a family member of the substantial shareholder.
3. For the purposes of the definition of “associate”, a substantial shareholder is deemed to control the composition of the board of directors of a corporation if he has any power, exercisable by him without the consent or concurrence of any other person, to appoint or remove all or a majority of the directors of the corporation.
4. For the purposes of the definition of “director group”, a director of a bank is deemed to control the composition of the board of directors of a company if he has any power, exercisable by him without the consent or concurrence of any other person, to appoint or remove all or a majority of the directors of the company.
5. For the purposes of the definition of “exposure”, in determining the maximum loss that a bank may incur as a result of the failure of a counterparty to meet any of its obligations —
(a)
any collateral available to the bank; and
(b)
any likelihood of recovery from the counterparty in the event of the bankruptcy or winding up, or its equivalent, of the counterparty,
shall not be taken into account.
6. For the purposes of section 38, “liquidity stress situation” means a situation where a bank, having exhausted all reasonable sources or avenues for obtaining funds, is unable to meet its obligations, as and when they fall due, without incurring significant costs or losses.
7. In this Schedule, unless the context otherwise requires —
(a)
any reference to a company in which a bank acquires or holds, directly or indirectly, a major stake is a reference to a company in which the bank has a major stake as defined in section 32(7); and
(b)
any reference to a company in which a financial holding company or a parent bank (referred to in this sub-paragraph as the major stakeholder) acquires or holds, directly or indirectly, a major stake is a reference to a company —
(i)
in which the major stakeholder has any beneficial interest exceeding 10% of the total number of issued shares in the company;
(ii)
in which the major stakeholder has control over more than 10% of the voting power in the company; or
(iii)
the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the major stakeholder, or the policies of which the major stakeholder is in a position to determine.
[1/2007]