Chapter 12 Supervision and Enforcement

(a) the investigation involves a possible breach of the Securities and Futures Act, any other relevant applicable laws and regulatory requirements relating to the regulation of organised markets and licensed entities, or the Rules;

(b) SGX-ST receives a written complaint involving any Registered Person and/or its Director, Officer, employee or agent;

(c) there is a dispute between Trading Members on a trading matter;

(d) in SGX-ST's opinion, the circumstances warrant; or

(e) the Authority directs.

Added on 3 June 2019 3 June 2019.

12.1.2

SGX-ST may impose any requirement on any Registered Person that it deems necessary to preserve the integrity of the investigation.

Added on 3 June 2019 3 June 2019.

12.1.3

SGX-ST may appoint any person or persons to assist in its investigation (the "Exchange Examiner(s)").

Added on 3 June 2019 3 June 2019.

12.1.4

SGX-ST may delegate all or any of its powers under Rule 12.1 to the Exchange Examiner. The Exchange Examiner must report the results of the investigation to SGX-ST.

Added on 3 June 2019 3 June 2019.

12.1.5

SGX-ST may refer any investigations to another relevant investigating authority if SGX-ST is of the opinion that the circumstances warrant the referral.

Added on 3 June 2019 3 June 2019.

12.1.6

A Registered Person shall, and shall ensure that its Directors, Officers, employees or agents (if any), promptly:

(a) render all assistance as SGX-ST and/or the Exchange Examiner requires, at SGX-ST's premises or elsewhere; and

(b) provide SGX-ST and/or the Exchange Examiner with, and give SGX-ST and/or the Exchange Examiner access to such information, books and records that SGX-ST and/or the Exchange Examiner may request that, in SGX-ST's and/or the Exchange Examiner's opinion, may be relevant to the investigation.

Added on 3 June 2019 3 June 2019.

12.1.7

A Registered Person must not and shall ensure that its Directors, Officers, employees or agents (if any) do not:

(a) wilfully furnish or permit the furnishing of any false or misleading information, statement or report to SGX-ST or the Exchange Examiner; or

(b) wilfully make or permit the making of any false or misleading statement to SGX-ST or the Exchange Examiner or wilfully omit or permit the omission of any entry or information in any report or statement to SGX-ST or the Exchange Examiner.

Added on 3 June 2019 3 June 2019.

12.2 Inspections by SGX-ST

12.2.1

SGX-ST may conduct an inspection on a Registered Person at any time. SGX-ST may appoint any person or persons to conduct the inspection (the "Exchange Inspector(s)").

Added on 3 June 2019 3 June 2019.

12.2.2

SGX-ST may delegate all or any of its powers under Rule 12.2 to the Exchange Inspector. The Exchange Inspector must report the results of the inspection to SGX-ST.

Added on 3 June 2019 3 June 2019.

12.2.3

A Registered Person shall, and shall ensure that its Directors, Officers, employees or agents (if any), promptly:

(a) render all assistance as SGX-ST and/or the Exchange Inspector requires, at SGX-ST's premises or elsewhere; and

(b) provide SGX-ST and/or the Exchange Inspector with, and give SGX-ST and/or the Exchange Inspector access to such information, books and records that SGX-ST and/or the Exchange Inspector may request that, in SGX-ST's and/or the Exchange Inspector's opinion, may be relevant to the inspection.

Added on 3 June 2019 3 June 2019.

12.2.4

A Registered Person must not, and shall ensure that its Directors, Officers, employees or agents (if any) do not:

(a) wilfully furnish or permit the furnishing of any false or misleading information, statement or report to SGX-ST or the Exchange Inspector; or

(b) wilfully make or permit the making of any false or misleading statement to SGX-ST or the Exchange Inspector or wilfully omit or permit the omission of any entry or information in any report or statement to SGX-ST or the Exchange Inspector.

Added on 3 June 2019 3 June 2019.

12.2.5

SGX-ST will give a copy of the inspection report to the Registered Person.

Added on 3 June 2019 3 June 2019.

12.2.6

SGX-ST may charge a fee for the inspection which is payable by the Registered Person.

Added on 3 June 2019 3 June 2019.

12.3 Disciplinary Action

12.3.1

Without prejudice to any other powers that SGX-ST may have under the Rules, SGX-ST may take any of the following forms of disciplinary action, namely:

(a) to charge the Registered Person before the Disciplinary Committee if SGX-ST is of the opinion that the Registered Person has committed any of the acts for which it may be charged before the Disciplinary Committee as set out in Rule 12.5.1;

(b) to make an offer of composition to the Registered Person if SGX-ST is of the opinion that there has been a violation of the Rules and if the Rule violation is indicated in the third column of Schedule A as a compoundable Rule violation; or

(c) to issue a letter of warning to the Registered Person.

Added on 3 June 2019 3 June 2019.

12.4 Composition by SGX-ST for Rule Violation

12.4.1

SGX-ST may make an offer of composition to a Registered Person if SGX-ST is of the opinion that there has been a violation of the Rules and the Rule violation is indicated in the third column of Schedule A as a compoundable Rule violation. The terms of the offer of composition include payment of a specified sum to SGX-ST and may include the fulfilment of any accompanying terms that SGX-ST may prescribe.

Added on 3 June 2019 3 June 2019.

12.4.2

Upon payment of the specified sum and fulfilment of the accompanying terms within the stipulated time, no further proceedings shall be taken against that Registered Person for that Rule violation.

Added on 3 June 2019 3 June 2019.

12.4.3

Acceptance of the offer of composition by the Registered Person amounts to an admission of liability and the Registered Person will be deemed to have committed the conduct described in the offer of composition.

Added on 3 June 2019 3 June 2019.

12.4.4

SGX-ST retains the discretion to offer composition to a Registered Person of an amount that is lower or higher than the guidelines that are indicated in Schedule A, except that the amount of composition that SGX-ST may offer shall not exceed S$10,000 for each Rule violation.

Added on 3 June 2019 3 June 2019.

12.4.5

Notwithstanding that a Rule violation is indicated as being compoundable under Schedule A, SGX-ST retains the discretion not to make an offer of composition to the Registered Person and instead, to charge the said Registered Person before the Disciplinary Committee.

Added on 3 June 2019 3 June 2019.

12.4.6

If SGX-ST has made an offer of composition, it will not commence disciplinary proceedings against a Registered Person until after the stipulated period for the offer lapses.

Added on 3 June 2019 3 June 2019.

12.4.7

If the Registered Person does not accept the offer of composition or comply with the terms of the composition within the stipulated time as prescribed by SGX-ST, SGX-ST may charge the Registered Person before the Disciplinary Committee.

Added on 3 June 2019 3 June 2019.

12.4.8

For the purposes of determining whether a Rule violation is classified as a first, second, third or subsequent offence under Schedule A, only previous violations under the same Rule will be taken into consideration.

Added on 3 June 2019 3 June 2019.

12.5 Disciplinary Committee

12.5.1

SGX-ST may initiate disciplinary proceedings and charge a Registered Person before the Disciplinary Committee if SGX-ST is of the opinion that the Registered Person has committed, or has caused its Trading Member to commit (where applicable), any of the following:

(a) subject to Rules 12.4.2 and 12.4.6, breached the Rules;

(b) in the case of a Trading Member, a Chief Executive Officer or a Trading Representative:

(i) breached the Securities and Futures Act, any relevant laws, regulations or requirements of the Relevant Regulatory Authority, or any other relevant laws and regulatory requirements relating to the regulation of organised markets and licensed entities;

(ii) breached any relevant laws or regulations that govern the Registered Person's other business activities;

(iii) breached the rules of any other exchange;

(iv) engaged in fraud or dishonesty, whether in or out of Singapore;

(v) breached any directors' duties;

(vi) engaged in conduct that has the effect of circumventing the Rules, the Securities and Futures Act, any laws, regulations or requirements of the Relevant Regulatory Authority, or any other relevant laws and regulatory requirements relating to the regulation of organised markets and licensed entities;

(vii) engaged in conduct that is inconsistent with just and equitable principles of trading; or

(viii) engaged in conduct that is detrimental to the financial integrity, reputation or interests of SGX-ST, or organised markets established or operated by SGX-ST.

Added on 3 June 2019 3 June 2019.

12.5.2

The Disciplinary Committee shall comprise persons appointed by the SGX RegCo Board and shall not have a member who is, or who within three years of the proposed appointment date was, a Director, Officer or employee of:

(a) SGX; or

(b) a related corporation of SGX.

Added on 3 June 2019 3 June 2019.

12.5.3

The SGX RegCo Board shall appoint the chairman and the deputy chairman of the Disciplinary Committee. In the absence of the chairman, the deputy chairman will have all the powers of the chairman.

Added on 3 June 2019 3 June 2019.

12.5.4

The Disciplinary Committee shall, as a tribunal of first instance, hear and determine charges brought by SGX-ST against a Registered Person pursuant to Rule 12.5.1. The Disciplinary Committee may exercise its powers against a Registered Person if it is satisfied, on a balance of probabilities, that the Registered Person has committed any of the matters set out in Rule 12.5.1.

Added on 3 June 2019 3 June 2019.

12.5.5

Procedures may be issued in relation to Disciplinary Committee proceedings. The procedures are binding on all the parties to the proceedings and may be varied by the Disciplinary Committee as provided in the procedures or the Rules. Where any matter is not dealt with by the procedures or the Rules, the Disciplinary Committee may establish its own procedures.

Refer to the [Disciplinary Committee and Appeals Committee Handbook].

Added on 3 June 2019 3 June 2019.

12.5.6

The Disciplinary Committee may hear and determine charges against a Registered Person even if the Registered Person is no longer a Registered Person at the time of the Disciplinary Committee hearing, so long as the Registered Person was a Registered Person at the time of the alleged contravention.

Added on 3 June 2019 3 June 2019.

12.5.7

The Disciplinary Committee may impose one or more of the following sanctions:

(a) expelling a Registered Person. The Disciplinary Committee may order a Registered Person to be expelled notwithstanding that he has resigned;

(b) suspending a Registered Person;

(c) imposing a fine not exceeding S$250,000 per charge on a Registered Person, or in the case of multiple charges, not exceeding S$1,000,000 per hearing;

(d) reprimanding (publicly or privately) a Registered Person;

(e) requiring that a Registered Person undertake an education or compliance programme;

(f) imposing any restrictions or conditions on activities that a Registered Person undertakes;

(g) requiring a Registered Person to pay reimbursement or compensation;

(h) ordering payment of fines by instalments, which shall not exceed 12 months from the date of imposition of the fine, unless otherwise permitted by the Disciplinary Committee;

(i) requiring that any Director or Officer step down from day-to-day conduct of the business affairs of a Trading Member;

(j) confirming, changing or discharging the appointment of a Manager under Rule 2.22.4(c).

Added on 3 June 2019 3 June 2019.

12.5.8

Where a mandatory minimum penalty has been stipulated for a particular Rule violation in the thirteenth column of Schedule A, the Disciplinary Committee:

(a) shall impose a penalty not lower than such minimum amount; and

(b) may choose to impose, in addition to the penalty in Rule 12.5.8(a), any one or more of the sanctions set out in Rule 12.5.7.

Added on 3 June 2019 3 June 2019.

12.5.9

A failure to comply with any sanction imposed by the Disciplinary Committee constitutes a breach of the Rules.

Added on 3 June 2019 3 June 2019.

12.5.10

The Disciplinary Committee may order a stay of the penalty imposed, pending an appeal to the Appeals Committee.

Added on 3 June 2019 3 June 2019.

12.5.11

The Disciplinary Committee shall provide its written grounds of decision, which shall include any sanctions imposed against the Registered Person, within a reasonable period after the conclusion of the hearing.

Added on 3 June 2019 3 June 2019.

12.5.12

The Disciplinary Committee shall cause its written grounds of decision to be published, unless the sanction imposed involves the issuance of a private reprimand. Where a private reprimand is issued by the Disciplinary Committee, the Disciplinary Committee shall determine whether the written grounds of decision are to be published and if so, whether the written grounds of decision are to be published in part or in whole.

Added on 3 June 2019 3 June 2019.

12.5.13

Each Registered Person irrevocably consents to the publication of the Disciplinary Committee's written grounds of decision pursuant to Rule 12.5.12. The consent will remain valid and effective notwithstanding that the Registered Person ceases to be a Registered Person. A Registered Person cannot initiate any action or proceeding against SGX-ST or the Disciplinary Committee for such publication.

Added on 3 June 2019 3 June 2019.

12.6 Appeals Committee

12.6.1

The Appeals Committee shall comprise persons appointed by the SGX RegCo Board and approved by the Authority provided that:

(a) the Appeals Committee shall not have a member who is, or who within three years of the proposed appointment date was, a Director, Officer or employee of:

(i) SGX; or

(ii) a related corporation of SGX.

(b) a majority of the Appeals Committee shall not be Directors, Officers or employees of any member of SGX or SGX's subsidiaries; and

(c) a majority of the Appeals Committee shall not be substantial shareholders of SGX or Directors, Officers or employees of any substantial shareholder of SGX.

Added on 3 June 2019 3 June 2019.

12.6.2

The SGX RegCo Board shall appoint the chairman and the deputy chairman of the Appeals Committee. In the absence of the chairman, the deputy chairman will have all the powers of the chairman.

Added on 3 June 2019 3 June 2019.

12.6.3

The Appeals Committee shall:

(a) hear and decide appeals arising from decisions of the Disciplinary Committee; and

(b) hear and determine appeals brought by a Trading Member, Chief Executive Officer or Trading Representative pursuant to Rule 2.24.3.

Added on 3 June 2019 3 June 2019.

12.6.4

The Appeals Committee will determine the appeal by way of rehearing. It will only rehear that part of the decision of the Disciplinary Committee or SGX-ST that is appealed against.

Added on 3 June 2019 3 June 2019.

12.6.5

Procedures may be issued in relation to Appeals Committee proceedings. The procedures are binding on all the parties to the proceedings and may be varied by the Appeals Committee as provided in the procedures or the Rules. Where any matter is not dealt with by the procedures or the Rules, the Appeals Committee may establish its own procedures.

Refer to the [Disciplinary Committee and Appeals Committee Handbook].

Added on 3 June 2019 3 June 2019.

12.6.6

The Appeals Committee may hear and determine appeals concerning a Registered Person even if the Registered Person is no longer a Registered Person at the time of the Appeals Committee hearing, so long as the Registered Person was a Registered Person at the time of the alleged contravention.

Added on 3 June 2019 3 June 2019.

12.6.7

The Appeals Committee may take any of the following actions:

(a) dismiss the appeal;

(b) uphold, reverse or vary the decision of the Disciplinary Committee;

(c) uphold, reverse or vary specific findings of the Disciplinary Committee;

(d) direct that SGX-ST take a specific course of action;

(e) vary the sanctions imposed by the Disciplinary Committee; or

(f) issue any other order that it deems appropriate.

Added on 3 June 2019 3 June 2019.

12.6.8

In imposing sanctions, the Appeals Committee shall have all the powers of the Disciplinary Committee under Rule 12.5.7.

Added on 3 June 2019 3 June 2019.

12.6.9

A Registered Person may apply to the Appeals Committee for, and the Appeals Committee may grant, an extension of the relevant timelines to comply with the sanctions imposed by the Appeals Committee.

Added on 3 June 2019 3 June 2019.

12.6.10

A failure to comply with any sanction imposed by the Appeals Committee constitutes a breach of the Rules.

Added on 3 June 2019 3 June 2019.

12.6.11

The Appeals Committee shall provide written grounds of its decision, which shall include any sanctions imposed against the Registered Person, within a reasonable period after the conclusion of the hearing.

Added on 3 June 2019 3 June 2019.

12.6.12

The Appeals Committee shall cause its written grounds of decision to be published, unless the sanction imposed involves the issuance of a private reprimand. Where a private reprimand is issued by the Appeals Committee, the Appeals Committee shall determine whether the written grounds of decision are to be published, and if so, whether the written grounds of decision is to be published in part or in whole.

Added on 3 June 2019 3 June 2019.

12.6.13

Each Registered Person irrevocably consents to the publication of the Appeals Committee's written grounds of decision pursuant to Rule 12.6.12. The consent will remain valid and effective notwithstanding that the Registered Person ceases to be a Registered Person. A Registered Person cannot initiate any action or proceeding against SGX-ST or the Appeals Committee for such publication.

Added on 3 June 2019 3 June 2019.

12.6.14

A decision of the Appeals Committee shall be final and binding on the parties to the appeal.

Added on 3 June 2019 3 June 2019.

12.7 Fine

12.7.1

A fine must be paid within 14 days from the date of notice, or such longer time as the chairman of the Disciplinary Committee or the Appeals Committee (as applicable), or his nominee, permits.

Added on 3 June 2019 3 June 2019.

12.7.2

If a fine remains unpaid seven days after the deadline, the Trading Member's access to organised markets established or operated by SGX-ST, or the registration of the Chief Executive Officer, the Trading Representative, the Designated Market-Maker or the market-making representative, is suspended (as relevant). The suspension shall end upon full payment of the fine.

Added on 3 June 2019 3 June 2019.

12.7.3

Where a fine has been imposed against a Registered Person and the Registered Person does not make payment within the specified period, the outstanding sum shall be a debt payable to SGX-ST. SGX-ST may commence legal action to recover that debt, subject to any subsequent payments made by the Registered Person. SGX-ST shall be entitled to claim reasonable interest, a month after the payment is due, based on the sum outstanding.

Added on 3 June 2019 3 June 2019.

12.8 Payment of Costs

12.8.1

The Disciplinary Committee or Appeals Committee may require the Registered Person charged to pay all or part of the costs of the investigation, inspection or hearing.

Added on 3 June 2019 3 June 2019.

12.8.2

The Disciplinary Committee or Appeals Committee may order the costs awarded to be paid within 14 days, or such longer time as the chairman of the Disciplinary Committee or the Appeals Committee (as applicable), or his nominee, permits.

Added on 3 June 2019 3 June 2019.

12.8.3

Where an order for costs of the proceedings has been imposed against a Registered Person and the Registered Person does not make payment within the specified period, the outstanding sum shall be a debt payable to SGX-ST. SGX-ST may commence legal action to recover that debt, subject to any subsequent payments made by the Registered Person. SGX-ST shall be entitled to claim reasonable interest, a month after the payment is due, based on the sum outstanding.

Added on 3 June 2019 3 June 2019.

12.9 Confidentiality

12.9.1

The parties to Disciplinary Committee proceedings or Appeals Committee proceedings, their representatives, their advisors and their legal counsel shall at all times treat all matters and documents relating to the proceedings as confidential except:

(a) where all parties to the proceedings have given written consent;

(b) where a party is directed by a competent authority such as the Authority or the police;

(c) where a party is directed by a court of competent jurisdiction in Singapore;

(d) where a party is permitted or directed by the Disciplinary Committee or Appeals Committee; or

(e) where the information is in the public domain.

Added on 3 June 2019 3 June 2019.

12.10 Irregularities

12.10.1

No irregularities shall vitiate a decision of the Disciplinary Committee or Appeals Committee unless the irregularity has occasioned a failure of justice.

Added on 3 June 2019 3 June 2019.

12.10.2

Where an irregularity has occasioned a failure of justice in respect of a disciplinary proceeding, the Disciplinary Committee or Appeals Committee may set aside any part of the proceedings and make such order dealing with the proceedings generally as it deems fit.

Added on 3 June 2019 3 June 2019.

12.11 Exclusion of Liability

12.11.1

No liability (whether in contract, tort or otherwise) shall be incurred by the Disciplinary Committee, Appeals Committee, or a Manager for anything done or omitted to be done with reasonable care and in good faith in the course of or in connection with:

(a) the exercise or purported exercise of any power under the Rules;

(b) the performance or purported performance of any function or duty under the Rules; or

(c) the compliance or purported compliance with the Rules.

Added on 3 June 2019 3 June 2019.