Chapter 2 — Administration

SGX-ST may delegate, assign or grant authority to exercise any of its rights, powers, authorities and discretions under these Rules, including any right to enforce these Rules, to such person or entity as it may determine in its sole discretion, without consent from any Trading Member.

Amended on 15 September 2017 15 September 2017.

2.2.2

Where these Rules provide that any power, authority or discretion is to be exercised by the Board, the Board may delegate, assign or grant authority to exercise such power, authority or discretion to any person or entity. The Board may authorise a delegate to sub-delegate.

Added on 15 September 2017 15 September 2017.

2.2.A SGX RegCo's authority

Added on 15 September 2017 15 September 2017.

2.2.A.1

SGX RegCo shall have the authority to exercise any rights, powers, authorities and discretions under these Rules, including the right to enforce these Rules. In the exercise of any such rights, powers, authorities and discretions under these Rules, SGX RegCo shall be bound to the same extent as the Exchange in respect of any obligations arising from the exercise of such rights, powers, authorities and discretions.

Added on 15 September 2017 15 September 2017.

2.3 Advice of the Securities Industry Council

2.3.1

SGX-ST will consider (and, if practicable, give effect to) advice tendered by the Securities Industry Council on matters relating to the securities industry.

2.4 Limitation of Liability

Amended on 15 September 2017 15 September 2017.

2.4.1

None of SGX-ST, SGX RegCo, or their respective Directors, Officers, employees, representatives or agents (the "Relevant Persons") shall be liable to any Trading Member, or any of its customers, for but not limited to:—

(1) any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of goods or services;

(2) a Trading Member's use of or inability to use the Trading System;

(3) a failure, error or omission including any loss or damage in respect of:—

(a) the result of trading on organised markets provided by SGX-ST, or the suspension, interruption, cancellation or closure of trading, on those organised markets,

(b) any inoperability or malfunction of equipment, software or any other product supplied to a Trading Member, or in respect of its installation, maintenance or removal, and

(c) the exercise of a decision-making power; or

(4) the acceptance of a Trading Member's resignation or any decision or ruling of the Disciplinary Committee or Appeals Committee exercising their powers.

Amended on 3 April 2008 3 April 2008, 15 September 2017 15 September 2017 and 8 October 2018 8 October 2018.

2.4.2

Without prejudice to the generality of Rule 2.4.1, none of the Relevant Persons (i) makes any warranty, express or implied, or (ii) shall be liable to any person in respect of, or in connection with, any of the following:—

(1) the originality, accuracy, timeliness or completeness of an Index;

(2) results to be obtained from the use of an Index, in respect of any index-linked or index-related products, whether in the form of contracts or options;

(3) the merchantability and fitness for a particular purpose of, or use of, an Index;

(4) any direct, special, punitive, indirect or consequential damages (including lost profits), even when notified of the possibility of such damages;

(5) any errors, omissions or delays in calculating or disseminating an Index; and

(6) trading of any index-linked or index-related products, whether in the form of contracts or options.

Amended on 15 September 2017 15 September 2017.

2.4.3

In Rule 2.4.2, a reference to an Index is a reference to making, calculating or compiling the Index, or any intra day proxies related or referable thereto, or any information or data included in or referable thereto.

2.4.4

SGX-ST may require a Trading Member to pay SGX-ST's costs of producing (pursuant to a court order or other legal process) records relating to the business or affairs of a Trading Member, any of its Directors, Officers, Trading Representatives, employees or agents. This applies regardless of who requires the production.

2.4.5

In Rules 2.4.1, 2.4.2 and 2.4.4, references to SGX-ST include SGX-ST's subsidiaries, related companies and holding company.

2.5 Indemnity

Amended on 15 September 2017 15 September 2017.

2.5.1

Each Trading Member indemnifies each of SGX-ST, SGX RegCo, and their respective Directors, Officers, employees, representatives and agents ("Indemnified Persons") against any loss or liability reasonably incurred or suffered by an Indemnified Persons where such loss or liability arose out of or in connection with:—

(1) any breach by the Trading Member of its obligations under the Rules or any Directives; or

(2) any wilful, unlawful, reckless or negligent act or omission by the Trading Member.

Amended on 26 April 2013 26 April 2013 and 15 September 2017 15 September 2017.

2.5.2

Without prejudice to the generality of Rule 2.5.1, in the event that any legal, arbitration or other proceedings are brought to impose any liability on all or any of the Indemnified Persons for an alleged failure on the part of any Indemnified Person to prevent or to require action by a Trading Member or any of its Directors, Officers, employees, representatives (including without limitation Trading Representatives) or agents, the Trading Member shall reimburse the relevant Indemnified Person for:—

(1) all expenses and legal fees incurred by or on behalf of the Indemnified Person in connection with such proceedings;

(2) any payment made by or on behalf of the Indemnified Person with the approval of the Trading Member in connection with any settlement of such proceedings; and

(3) any payment made by or on behalf of the Indemnified Person as a result of any order, award or judgment made in such proceedings.

The Trading Member shall render such co-operation as the Indemnified Person reasonably requires in respect of such proceedings including without limitation the production of any document or records.

Amended on 26 April 2013 26 April 2013 and 15 September 2017 15 September 2017.

2.5.3

Without prejudice to Rule 2.5.2, the Trading Member shall pay to an Indemnified Person, if the Indemnified Person so requires, the costs incurred by or on behalf of the Indemnified Person of producing or obtaining, pursuant to a court order or other legal process, records relating to the business or affairs of a Trading Member or any of its Directors, Officers, representatives (including without limitation Trading Representatives), employees or agents, regardless of the party requiring such production or obtainment.

Amended on 26 April 2013 26 April 2013 and 15 September 2017 15 September 2017.

2.6 Supply of Information to SGX-ST

2.6.1

SGX-ST may request a Trading Member to provide information or records for the discharge of SGX-ST's duties or the protection of investors and public interest. Such information or records include the terms and circumstances of, and parties to any dealings in securities or trades in futures contracts by a Trading Member's customers or former customers, and the terms of employment or contract and duties of a person acting for a Trading Member. The information or records must not contain untrue statements, be misleading or omit material statements.

Amended on 3 April 2008 3 April 2008 and 8 October 2018 8 October 2018.

2.6.2

The Trading Member must provide the information or records to SGX-ST as SGX-ST specifies.

2.7 Disclosure of Information by SGX-ST

2.7.1

SGX-ST will take all reasonable measures to protect information provided to it by or on behalf of a Trading Member under the Rules from unauthorised use or disclosure.

2.7.2

Disclosure of information by SGX-ST is not unauthorised use or disclosure if it:—

(1) is approved by the Authority and is to any governmental agency or regulatory authority (in or out of Singapore) which requests that SGX-ST provide the information for the proper exercise of powers relating to:—

(a) the governance of Trading Members; or

(b) trading of securities or futures contracts (in or out of Singapore);

(2) is required under any Singapore law or any order of any Singapore court or authority in Singapore;

(3) is publicly available at the time of disclosure to or by SGX-ST;

(4) is in relation to the enforcement of the Rules or adjudication of a matter;

(5) is to SGX-ST's holding company or a wholly-owned subsidiary of the holding company; or

(6) is additionally authorised by the Authority to be disclosed or furnished under the Securities and Futures Act.