SECURITIES COMMISSION (AMENDMENT) ACT 2011

This Act comes into operation on a date to be appointed by the Minister by notification in the Gazette, and the Minister may appoint different dates for the coming into operation of—

in subsection 2(1)—

by inserting after the definition of “Deputy Chief

Executive” the following definitions:

‘ “derivatives” has the meaning assigned to it in the Capital Markets and Services Act 2007;’;

‘ “derivatives exchange” has the meaning assigned to it in the Capital Markets and

Services Act 2007;’; and

‘ “derivatives market” has the meaning assigned to it in the Capital Markets and Services Act 2007;’;

in the definition of “unit trust scheme”, by substituting for the words “futures contracts” the word “derivatives”; and

by deleting subsection 2(2).

Amendment of section 15

in paragraph (a), by substituting for the word “futures”

the word “derivatives”;

in paragraph (b), by substituting for the words “futures contracts” the word “derivatives”;

by substituting for paragraph (e) the following paragraph:

“(e) to promote and regulate all matters relating to fund management, including unit trust schemes;”;

in paragraph (g), by substituting for the word “futures”

the word “derivatives”;

in paragraph (i), by substituting for the words “trading in futures contracts, and the provision of investment advice or other services relating to securities or futures contracts” the words “dealing in derivatives, and the provision of investment advice or other services relating to securities or derivatives”;

Securities Commission (Amendment)

in paragraph (j), by substituting for the words “futures contracts” the word “derivatives”;

in paragraph (k), by substituting for the word “futures”

the word “derivatives”;

in paragraph (l), by substituting for the word “futures”

the word “derivatives”;

by substituting for paragraph (m) the following paragraph:

“(m) to license, register, authorise and supervise all persons engaging in regulated activities or providing capital market services as may be provided for under any securities law;”;

in paragraph (n), by substituting for the words “futures industries; and” the words “derivatives industries;”;

in paragraph (o)—

by inserting after the word “register” the words “or recognise”; and

by inserting after paragraph (o) the following paragraphs:

“(p) to take all reasonable measures to monitor, mitigate and manage systemic risks arising from the securities and derivatives markets;

to promote and regulate corporate governance and approved accounting standards of listed corporations; and

to set and approve standards for professional qualification for the securities and derivatives markets.”.

Amendment of section 22a

by substituting for subsection (2) the following subsection:

“(2)  In the case of every derivative effected on a derivatives market of a derivative exchange, both persons on each side of the order in relation to the derivative shall be liable to pay to the Commission a levy of such amount as may be specified by order of the Minister to be published in the Gazette; and different amounts may be specified in respect of different types or classes of derivatives or different classes or categories of persons in respect of derivatives.”;

in subsection (2a), by substituting for the words “futures contract” the word “derivative”; and

by deleting subsection (6).

Amendment of section 31a

by substituting for the definition of “auditor” the following definition:

‘  “auditor” means an individual auditor or audit firm registered or recognised under section 31o as a registered auditor or a recognised auditor of a public interest entity;’;

by inserting after the definition of “public interest entity”

the following definitions:

‘ “recognised auditor” means a foreign individual auditor or foreign audit firm recognised under section 31o as an auditor of a public interest entity;

“registered auditor” means an individual auditor or audit firm registered under section 31o as an auditor of a public interest entity;’;

Securities Commission (Amendment)

in the definition of “relevant authorities”, by substituting for the full stop at the end of the paragraph a semicolon;

and

by inserting after the definition of “relevant authorities”

the following definition:

‘ “relevant foreign authority” means a foreign authority which exercises the functions corresponding to the

Audit Oversight Board as specified in section 31b.’.

Amendment of section 31c

The Audit Oversight Board may appoint any person to be a member of a committee.

A committee established under this section may elect any of its members to be chairman and may regulate its own procedures and, in the performance of its responsibilities, shall be subject to and act in accordance with any direction given to the committee by the Audit Oversight Board.

Meetings of a committee shall be held at such times and places as the chairman of the committee may determine.

A committee may invite any person who is not a member to attend any meeting of the committee for the purpose of advising it on any matter under discussion but that person is not entitle to vote at the meeting.

Members of a committee or any person invited under subsection (5) to attend any meeting of a committee may be paid such allowances and other expenses as the Audit

Oversight Board may determine.

A member of a committee shall hold office for such term as may be specified in his instrument of appointment and is eligible for reappointment.

The Audit Oversight Board may at any time revoke the appointment of any member of a committee.

A member of a committee may at any time resign his office by a written notice addressed to the executive chairman of the Audit Oversight Board.

A committee shall cause—

Any minutes made of a meeting of a committee shall, if duly signed, be admissible in evidence in all legal proceedings without further proof.

Every meeting of a committee in respect of the proceedings of which minutes have been made in accordance with subsections (10) and (11) shall be deemed to have been duly convened and held and all members of the committee have been duly qualified to act.

Securities Commission (Amendment)

A member of the committee who having directly or indirectly, by himself or a member of his family, any interest in any matter under discussion by the committee shall disclose to the committee the fact and nature of his interest.

A disclosure under subsection (13) shall be recorded in the minutes of the committee, and after the disclosure, the member having an interest in the matter—

Notwithstanding subsections (13) and (14), no act or proceedings of the committee shall be invalidated on the ground that any member of the committee has contravened the provisions of those subsections.”.

Amendment of section 31l

by substituting for the words “The Audit Oversight Board shall” the words “The Commission shall”; and

by substituting for the words “a balance sheet” the words

“the statement of accounts”.

Amendment of Division 4 of Part IIIa

in the shoulder note, by inserting after the word

“registration” the words “or recognition”; and

in subsection (1), by inserting after the word “registered”

the words “as a registered auditor or recognised as a recognised auditor”.

Amendment of section 31o

in the shoulder note, by substituting for the words

“registration and renewal of registration” the words “registration, renewal of registration and recognition”;

by substituting for subsection (1) the following subsection:

“(1)  For the purposes of this Act, an application for—

registration or renewal of registration as a registered auditor; or

recognition as a recognised auditor, shall be made to the Audit Oversight Board.”;

by substituting for subsection (3) the following subsection:

“(3)  Subject to section 31p, the Audit Oversight

Board may—

approve or refuse the registration of an applicant as a registered auditor or the renewal of registration of a registered auditor; or

approve or refuse the grant of recognition of an applicant as a recognised auditor.”;

by substituting for subsection (4) the following subsection:

“(4)  The Audit Oversight Board may, upon the—

registration of an applicant as a registered auditor;

Securities Commission (Amendment)

renewal of registration of a registered auditor;

or

grant of recognition of an applicant as a recognised auditor, impose such conditions as it deems necessary or expedient and from time to time amend any such conditions or impose new or additional conditions.”; and

in subsection (5), by substituting for the words “of the registration or renewal of registration,” the words

“imposed under subsection (4),”.

Amendment of section 31p

in the shoulder note, by substituting for the words

“register or renew registration” the words “register, renew registration or grant recognition”;

in subsection (1)−

by substituting for the words “an auditor” the words

“a registered auditor”; and

by inserting after subsection (1) the following subsection:

“(1a)  The Audit Oversight Board may refuse to recognise an applicant as a recognised auditor if the Audit

Oversight Board is satisfied that the applicant—

falls within paragraph (1)(b), (c), (d) or (f);

has been subject to any sanction imposed by any relevant foreign authority;

has not been approved by a relevant foreign authority to prepare audited financial statements; or

is not supervised by a relevant foreign authority.”;

by substituting for subsection (2) the following subsection:

“(2)  Where the Audit Oversight Board refuses—

the registration of an applicant as a registered auditor;

the renewal of registration of a registered auditor; or

to grant recognition of an applicant as a recognised auditor, the Audit Oversight Board shall give the applicant or the registered auditor an opportunity to be heard by serving a written notice on the applicant or the registered auditor stating the grounds for such refusal.”; and

by deleting subsection (3).

Amendment of section 31q

in the shoulder note, by substituting for the words “revoke and suspend registration” the words “revoke, withdraw or suspend registration or recognition”;

by substituting for subsection (1) the following subsection:

“(1)  The Audit Oversight Board may, at any time—

revoke or suspend the registration; or

withdraw or suspend the recognition, of an auditor if—

there exists a ground on which the Audit

Oversight Board may refuse an application under subsection 31p(1) or (1a); or

the auditor contravenes any terms or conditions imposed by the Audit Oversight Board in respect of his registration or recognition under this

Part.”;

Securities Commission (Amendment)

by substituting for subsection (3) the following subsection:

“(3)  Where the Audit Oversight Board intends to—

revoke or suspend the registration; or

withdraw or suspend the recognition, under subsection (1) or (2), it shall give the auditor an opportunity to be heard by serving a written notice to the auditor concerned stating the grounds for such revocation, suspension or withdrawal.”;

by deleting subsection (4); and

by substituting for subsection (5) the following subsection:

“(5)  For the purposes of this Part, an auditor whose registration has been revoked or suspended or whose recognition has been withdrawn or suspended, as the case may be, shall be deemed not to be registered or recognized as an auditor from the date the revocation, withdrawal or suspension takes effect or any other date as may be specified by the Audit Oversight

Board.”.

Amendment of section 31r

in subsection (1), by inserting after the words “subsection 31p(1)” the words “or (1a)”; and

in subsection (5), by inserting after the words “subsection 31p(1)” the words “or (1a)”.

Amendment of section 31zd

the degree of compliance with auditing and ethical standards adopted by the relevant foreign authority by the recognised auditor; and

the quality of audit reports prepared by the recognised auditor relating to audited financial statements.”.

Amendment of section 126

by substituting for paragraph (d) the following paragraph:

“(d)  a derivatives exchange;”;

by substituting for the full stop at the end of paragraph

a semicolon; and

by inserting after paragraph (e) the following paragraphs:

“(f) a registered person other than registered persons specified in Part 1 of Schedule 4 to the Capital

Markets and Services Act 2007; and

any other person engaging in regulated activities or providing capital market services as may be specified by the Commission.”.

Amendment of section 134

by substituting for subsection (3a) the following subsection:

“(3a)  In an examination of a person under subsection

, an Investigating Officer of the Commission or

Investigating Officers of the Commission examining the person may do any one or both of the following:

by substituting for subsection (1) the following subsection:

“(1)  Except as otherwise provided in the securities laws, any person who is aggrieved by the decision of the Commission may appeal to the Commission to review its own decision.”; and

in subsection (2)—

by substituting for the word “application” the word

“appeal”; and

by substituting for subsection (4) the following subsection:

“(4)  The oral evidence referred to in subsection (1)

shall be admissible as prima facie evidence if a person authorised by the foreign supervisory authority—

records the oral evidence whether in writing, by means of audio or visual recording or a combination of both, affirms in an affidavit that the oral evidence so recorded was recorded from a person acquainted with the circumstances of the case and the recording of the oral evidence was made in accordance with the laws enforced or administered by the foreign supervisory authority; or

obtains an affidavit which is affirmed by a person acquainted with the circumstances of the case.”; and

in subsection (5), by inserting after the word “sworn”

the words “or affirmed”.

New section 150b

by deleting the word “or” at the end of subparagraph (f)(ii);

by inserting after paragraph (f) the following paragraphs:

“(fa) any action taken under section 125 of the Capital

Markets and Services Act 2007;

(fb) any action taken under section 220 of the Capital

Markets and Services Act 2007; or”; and

in paragraph (g), by substituting for the words “a futures exchange” the words “a derivatives exchange”.

Amendment of section 159

giving full effect to the provisions of the securities laws;

Securities Commission (Amendment)

carrying out or achieving the objects and purposes of the securities laws; or

the further, better or convenient implementation of the provisions of the securities laws.

Without prejudice to the generality of subsection (1), regulations may be made for the non-application of any of the provisions of the securities laws to any specified person or to any person who is a member of a specified class of persons, subject to any terms and conditions prescribed.”.

New section 159a

The Minister in varying, deleting, adding or substituting any of the schedules referred to in subsection (1) may impose such terms and conditions as he thinks necessary.

In making the order under subsection (1), the Minister shall have regard to the interests of the public.”.

Amendment of Schedule 1