Ongoing requirements for CEO and Directors
According to MAS (Guidelines),
last revised on 01 March 2022
3.10 The CEO and directors of an FMC must collectively have the competencies and authority that would allow them to exercise effective control over the activities of the FMC and its staff, especially in firms where ownership is separate from the CEO and/or the senior management team. Where appropriate, MAS may require the CEO and directors to be sufficiently anchored to the FMC, for example by holding meaningful shareholding stakes in the FMC, to align the interests of the owners and the management team of the FMC in carrying out the fund management activity in a sound manner.
3.15 Compliance Arrangements – MAS expects an FMC to have in place compliance arrangements that are commensurate with the nature, scale and complexity of its business. The minimum requirements in respect of compliance arrangements are set out in Appendix 2. Ultimate responsibility for compliance with applicable laws and regulations rests with the FMC’s CEO and board of directors, even though compliance support may be provided by a foreign related entity and/or third-party service providers. Where an FMC has an in-house compliance officer, the individual is expected to have relevant experience for example, in regulatory compliance, audit or risk management and be familiar with the rules and regulations applicable to the FMC.
According to MAS (Guidelines),
last revised on 28 June 2021
1.2.1 The Board is collectively accountable to stakeholders, including shareholders, for the long-term success and financial soundness of the institution. To this end, it has the ultimate responsibility to
(a) approve and oversee implementation of the institution’s overall strategic direction, risk appetite and strategy, and related policies;
(b) establish and communicate corporate culture and values (eg through a code of conduct); and
(c) establish conflicts of interest policies and a strong control environment.
1.2.3 The Board may delegate the authority to make decisions to a Board
committee but bears the ultimate responsibility...
1.2.4 The Board should approve the institution’s organisational structure and ensure that adequate corporate governance frameworks and systems are in place...
1.2.5 The Board should ensure that senior management formulates policies that promote fair practices and professionalism, with respect to internal dealings and external transactions, including situations where there are real or potential conflicts of interests.
1.2.6 The Board should receive regular training from time to time...
1.2.7 The Board should critically review its own performance and that of the Board committees periodically...
1.2.8 The Board should oversee the design and operation of the institution’s remuneration policies...
1.2.9 While performing an oversight function, the Board may delegate to senior management the authority to run the institution’s day-to-day operations. The Board, however, bears the overall responsibility for ensuring that the institution’s operations comply with Board approved policies, applicable laws and regulations, and are consistent with the industry’s sound and prudent practices.
1.2.10 The Board should establish fit and proper standards in appointing senior management and ensure that there is an adequate succession planning to promote smooth management transition and minimise operational disruptions arising from changes in key personnel...
1.2.11 The Board should ensure that the institution’s related party transactions are undertaken on an arm’s length basis...
1.2.12 The Board and senior management should ensure that the institution’s recordkeeping systems produce adequate and reliable data for the purpose of preparing financial statements that are in line with the relevant accounting standards.
1.2.13 The Board should maintain adequate records of all its meetings, in particular discussions on key issues and the decisions taken.