Banking Regulation 2021

Last Updated December 10, 2020

Singapore

Law and Practice

Authors



Allen & Overy has an international financial services regulatory team that is a strategic partner to the world’s leading financial institutions, guiding them through an increasingly complex regulatory landscape where national and international regulations may interact or conflict. With more than 80 financial services regulatory experts across its international network of offices, the firm brings the breadth and scale a global business needs, as well as an understanding of the local environment. It helps clients plan for and navigate the complex developments and challenges they are facing, protecting them from regulatory risk and advising them on how to take advantage of emerging opportunities. The group brings together an impressive list of leaders in their field, and amalgamates specialist expertise from the firm's Banking, Payments, Capital Markets, Investigations and Regulatory Enforcement practices, along with A&O Consulting and Markets Innovation Group (MIG) colleagues, supported by the advanced delivery and project management teams. This cross-practice, multi-product, international offering provides clients with greater access to market-leading expertise and innovative products and solutions tailored to their very specific, highly complex needs.

The Monetary Authority of Singapore (the MAS) is Singapore’s central bank and the integrated regulator and supervisor of banks in Singapore. It is a statutory board established under the Monetary Authority of Singapore Act (Chapter 186 of Singapore) (the MAS Act), and is responsible for the micro-prudential supervision of individual financial institutions (FIs), including banks, and the macro-prudential oversight of the financial system as a whole.

Licensed Banks

The conduct of banking business in Singapore is primarily regulated by the MAS under the Banking Act (Chapter 19 of Singapore) (the BA) and its subsidiary legislation.

Banks licensed under the BA are also required to comply with other regulatory instruments issued by the MAS. For licensed banks, these would be in the form of notices that impose legally binding requirements. Regulatory instruments in the form of guidelines, codes, practice notes and circulars technically do not have legal effect, but non-compliance with such instruments may result in the imposition of non-statutory sanctions or impact the MAS’ overall risk assessment of the bank or person in question.

Merchant Banks

It is currently also possible for FIs to be approved by the MAS under the MAS Act to operate as a merchant bank. Unlike licensed banks, merchant banks do not accept deposits or raise funds in Singapore dollars from the public.

The operations of merchant banks are governed primarily by the directives issued under the MAS Act (which have the same effect as notices in respect of licensed banks), although, like licensed banks, merchant banks are also expected to comply with guidelines, codes, practice notes and circulars. The regulation of merchant banks will shortly be consolidated under the BA as amendments to bring merchant banks within the ambit of the BA have been passed, although there is as yet no indication as to when those amendments will come into force.

It should be noted that licensed banks and merchant banks can also provide, inter alia, capital markets services and financial advisory services, which will be subject to separate regulatory frameworks set out in the Securities and Futures Act (Chapter 289 of Singapore) (SFA) and the Financial Advisers Act (Chapter 110 of Singapore) (FAA). While there are generally exemptions to the relevant licensing requirements, these entities may be required to comply with business conduct and other compliance requirements thereunder.

Types of Licences and Scope of Activities under Each

In order to conduct banking business in Singapore, an entity must hold a licence under the BA. Under the BA, the term “banking business” means the business of receiving money on current or deposit account, paying and collecting cheques drawn by or paid in by customers, and the making of advances to customers.

BA licences

The MAS generally grants banking licences to two broad categories of FIs: full banks and wholesale banks.

Full banks may undertake universal banking, and can provide all banking services permitted under the BA, including deposit taking and cheque services, as well as lending (which is separately regulated under the Moneylenders Act). While the full bank licence is available to both Singapore-incorporated banks and banks incorporated outside Singapore, foreign banks who operate as full banks have more limited privileges as to the number of branches and automated teller machines (ATMs) that they may operate. The MAS also has a Significantly Rooted Foreign Bank Framework in place, under which certain Qualifying Full Banks (QFB) that were awarded licences either pursuant to free trade agreements or during the initial liberalisation of the banking sector in 1999 have been granted a more extensive set of privileges (compared to foreign full banks). Amongst other things, QFBs are allowed to operate at more locations, to freely relocate sub-branches, to share their ATM networks with other foreign banks, and to provide debit services through an electronic funds transfer at point of sale network.

Wholesale banks (which may be incorporated in Singapore or otherwise) may conduct only the activities specified in the Guidelines for Operation of Wholesale Bank – these activities are the same as those permitted to be undertaken by full banks, except wholesale banks may not undertake Singapore dollar retail banking activities. Wholesale banks may operate an Asian Currency Unit (ACU) for the booking of its non-Singapore dollar operations.

Merchant bank approval

The scope of activities that a merchant bank (both incorporated in Singapore or otherwise) can conduct is set out in the Guidelines for Operation of Merchant Banks (Merchant Banks Guidelines); it may also operate an ACU if approved by the MAS. While some of its activities are similar to that of full banks and wholesale banks (for example, it can participate in lending activities), a merchant bank is not allowed to accept deposits or borrow money from the public, except from banks, finance companies, shareholders and companies controlled by shareholders, nor to raise monies by issuing promissory notes, commercial papers or certificates of deposits or by accepting or endorsing bills of exchange.

Restriction on activities

Aside from banking business, licensed banks and merchant banks are generally permitted to enter into any business the conduct of which is regulated or authorised by the MAS, such as capital markets services or financial advisory services. Licensed banks, however, are prohibited from carrying out non-financial businesses.

Application Process and Admission Criteria

An entity that intends to carry on banking business in Singapore must make an application in writing to the MAS. 

Full banks

There is currently no prescribed form for an application for a banking licence to operate a full bank in Singapore – this is largely a function of the fact that applications for full banks are generally limited, and early discussion with the MAS is required prior to submitting any application.

Wholesale/merchant banks

Entities that intend to apply for a banking licence to operate a wholesale bank or be approved as a merchant bank in Singapore must submit the prescribed application form set out on the MAS’ webpage (www.mas.gov.sg/regulation/Banking/Licensing-and-Authorisation-for-Banking-Business) to the MAS. The application must include the following:

  • background information on the bank, including information on the shareholding structure of the applicant;
  • financial indicators of the applicant on a global basis, and credit ratings;
  • an overview of the applicant’s business strategies/new project pipeline for its Singapore operations for the next three years;
  • detailed plans for each business area of the Singapore office (eg, commercial banking, investment banking, asset management, etc);
  • information on the banking system and supervisory framework in the applicant’s home country;
  • the original letter from the home country supervisory authority approving the establishment of the office in Singapore;
  • an undertaking from the applicant to keep the MAS informed of any material adverse developments, including breaches of legal and prudential requirements;
  • annual reports of the applicant for the last two years; and
  • annual reports of the applicant’s holding company or controlling shareholders for the latest financial year.

Prior to submitting a formal application, prospective applicants are encouraged to contact the Banking Department of the MAS to discuss its plans. Early engagement with the MAS would allow for the identification of any key issues that may be gating items for the purposes of the application. In assessing an application, the MAS takes the following factors (in addition to the ability to meet the minimum capital requirements) into consideration when assessing an application:

  • the financial soundness, track record and reputation of the applicant, its parent company and major shareholders;
  • the strength of home company supervision, including the willingness and ability of the home supervisory authority to co-operate with the MAS, and its cross-border co-operation framework;
  • a well-thought out strategy for banking and financial services in Singapore, and sound business plans to ensure sustained economic viability; and
  • robust risk management systems and processes that are commensurate with the applicant’s size and proposed business.

The MAS has indicated that the processing time for a wholesale or merchant bank application would typically be three to four months, provided that the information submitted is to the MAS’ satisfaction. The actual processing time would depend on the circumstances of each application.

Requirements Governing Change in Control

Singapore-incorporated banks

A person must obtain prior written approval from the Minister in charge of the MAS (the Minister) in order to become the following, in respect of a Singapore-incorporated bank:

  • a substantial shareholder – ie, a person who has an interest in voting shares where the total votes attached to those shares are not less than 5% of the total votes attached to all the voting shares in that Singapore-incorporated bank;
  • a 12% controller, or a 20% controller – ie, a person who, either alone or together with associates, holds at least 12%, or 20%, of the issued shares of that bank or is in a position to control at least 12%, or 20%, of the voting power in that Singapore-incorporated bank; and
  • an indirect controller – ie, any person (either alone or together with any other person, and irrespective of his shareholding or voting power in that Singapore-incorporated bank) whose directions, instructions or wishes the directors of that Singapore-incorporated bank are accustomed or obliged to act in accordance with, or who is able to determine the policy of that Singapore-incorporated bank.

In addition, Singapore-incorporated banks cannot be merged or consolidated with, or be taken over by, any entity without the Minister’s prior written approval.

In considering whether to approve the application, the MAS must be satisfied of the following:

  • that the substantial shareholder, controller or relevant entity is a fit and proper person in accordance with the Guidelines on Fit and Proper Criteria (Fit and Proper Criteria); and
  • having regard to the likely influence of the substantial shareholder, controller or relevant entity, that the business of the Singapore-incorporated bank will continue to be conducted prudently and the provisions of the BA will continue to be complied with.

The Minister must also be satisfied that it is in the national interest to approve such an application.

In addition to the statutory requirements, the MAS may impose licensing conditions on Singapore-incorporated banks to obtain the approval of, or make notification to, the MAS of any changes or proposed changes in ownership or control of the bank.

Foreign-incorporated banks

Under the BA, there are no statutory requirements in respect of regulatory approval or notification for changes in the shareholding/control of foreign-incorporated banks. However, the MAS may impose licensing conditions on foreign banks to notify the MAS of any changes or proposed changes in ownership or control of the bank.

Merchant banks

Prior approval of the MAS must be obtained for the transfer or sale of shares or a change in the shareholders of a merchant bank.

Nature of Regulatory Filings/Notifications

There is no prescribed form or process for the purposes of any of the above notifications or approval applications.

Requirements Specific to Singapore-Incorporated Banks

Singapore-incorporated banks are required to comply with corporate governance requirements set out in the Banking (Corporate Governance) Regulations 2005 (CG Regulations), and the Guidelines on Corporate Governance for Financial Holding Companies, Banks, Direct Insurers, Reinsurers and Captive Insurers which are Incorporated in Singapore (CG Guidelines).

Board and committee compositions

Under the CG Regulations, the majority of the board of a Singapore-incorporated bank must comprise independent directors (ie, a person who is independent from any substantial shareholder of, and any management and business relationship with, the Singapore-incorporated bank, and has not served on the board for a continuous period of nine years or longer).

Where the Singapore-incorporated bank is a subsidiary of another corporation incorporated or established outside Singapore, at least one-third of the board must be Singapore citizens or permanent residents; otherwise, a majority of the board must be Singapore citizens or permanent residents.

In general, Singapore-incorporated banks must also have a Nominating Committee, a Remuneration Committee, an Audit Committee and a Risk Management Committee, the composition of which is prescribed in the CG Regulations.

CG Guidelines

The CG Guidelines provide guidance on best practices in relation to board matters, remuneration matters, accountability and audit, shareholder rights and responsibilities, and oversight of related party transactions.

While not legally binding per se, Singapore-incorporated banks are expected to observe the CG Guidelines to the fullest extent possible, to disclose their corporate governance practices and to explain deviations from the CG Guidelines through annual reports (for a Singapore-listed Singapore-incorporated bank) or websites (for a Singapore-incorporated bank that is not listed in Singapore).

Requirements Applicable to All Licensed Banks

In addition to the requirements listed above, both Singapore-incorporated banks and foreign banks are required to comply with the following:

  • the Guidelines on Risk Management Practices – Board and Senior Management (Risk Management Guidelines), which highlight the corporate governance roles of the FI’s Board and senior management in ensuring a sound risk management culture and environment; and
  • the Guidelines on Individual Accountability and Conduct (Accountability Guidelines), which set out measures FIs should put in place to promote the individual accountability of senior managers, strengthen oversight over material risk personnel, and reinforce standards of proper conduct among all employees. The Accountability Guidelines will come into effect on 10 September 2021.

Regulatory Approval and Requirements for Key Appointments

Licensed banks as well as merchant banks must obtain the MAS’ prior approval for the appointment of their chief executive officers (CEOs), deputy CEOs and the head of treasury of their Singapore operations. In addition, a Singapore-incorporated licensed bank must obtain the MAS’ prior approval for the appointment of all directors, the chairman of the Board, the chief financial officer, the chief risk officer, and the members of the Nominating Committee.

There is no prescribed application form for the approval of key persons.

In its assessment of the relevant individual, the MAS will have regard to whether the proposed appointee meets the Fit and Proper Criteria.

Accountability Requirements

Licensed banks and merchant banks are also expected to achieve five accountability and conduct outcomes under the Accountability Guidelines, three of which relate specifically to senior managers:

  • senior managers responsible for managing and conducting the FI’s core functions are to be clearly identified;
  • senior managers must be fit and proper for their roles and held responsible for the actions of their staff and the conduct of the business under their purview; and
  • the licensed bank/merchant bank’s governance framework supports senior managers’ performance of their roles and responsibilities, with a clear and transparent management structure and reporting relationships.

Under the Accountability Guidelines, licensed/merchant banks will need to identify and define clearly the senior management who are responsible for functions that are core to the management of the FI’s affairs. A list of core management functions is set out in the Accountability Guidelines, and includes the usual C-suite officers but also extends to business and support function heads, such as the head of business function, head of human resources, chief regulatory officer, head of internal audit, head of compliance, chief information officer, chief information security officer and chief data officer.

Licensed/merchant banks also need to (i) establish appropriate governance policies and processes to promote proper accountability and facilitate the senior managers’ performance of their roles and responsibilities in an effective manner, and (ii) maintain accurate and comprehensive records of the roles and responsibilities of their senior managers and their overall management structure.

Unlike in other jurisdictions, the information, records and policies on or relating to senior management do not have to be formally submitted to the MAS. However, the MAS has indicated that it may review the effectiveness of an institution’s governance frameworks as part of its ongoing supervision, including the relevant policies, systems and documentation, as well as senior management's understanding of their areas of responsibility. The MAS may take supervisory action against an FI that does not meet requirements.

FIs have until September 2021 to comply with the Accountability Guidelines.

Remuneration Principles

For licensed banks and merchant banks, the Risk Management Guidelines provide that the board should oversee the design and operation of the institution’s remuneration policies and ensure that they:

  • are in line with the long-term strategic objectives, financial soundness and corporate values of the institution;
  • do not give rise to conflicts between the objectives of the institution and the individual interests of directors and senior management; and
  • do not create incentives for excessive risk-taking behaviour.

Singapore-incorporated licensed banks are subject to more specific requirements. In particular, the CG Regulations require that the remuneration committee recommends a remuneration framework for the directors and executive officers of the bank, which must, inter alia, be:

  • aligned to the specific job functions undertaken by the executive officer;
  • aligned with the risks that the bank undertakes in its business that are relevant to the executive officer’s specific job function;
  • sensitive to the time horizon of risks that the bank is exposed to, which includes ensuring that variable compensation payments shall not be finalised over short periods of time when risks are realised over long periods of time; and
  • linked to the executive officer’s personal performance, the performance of his job function as a whole and the overall performance of the bank.

The CG Guidelines further provide that the level and structure of remuneration should be aligned with the long-term interest and risk policies of the Singapore-incorporated licensed bank, and should be appropriate to attract, retain and motivate the directors to provide good stewardship of the bank, and the key management personnel to successfully manage the bank. Singapore-incorporated licensed banks are also expected to adopt the Principles for Sound Compensation Practices and Implementation Standards issued by the Financial Stability Board, which are intended to reduce incentives towards excessive risk taking that may arise from the structure of compensation schemes.

In addition, Singapore-incorporated licensed banks are required to ensure that compensation practices and policies are not unduly linked to short-term accounting profit generation, but rather to longer-term capital preservation and the financial strength of the bank. In particular, MAS Notice 637 on Risk Based Capital Adequacy Requirements for Banks Incorporated in Singapore requires that Singapore-incorporated licensed banks must make public disclosure of key information relating to regulatory capital and risk exposures as well as an annual disclosure of remuneration policy, remuneration awarded during a financial year, special payments and deferred remuneration.

Supervisory Approach

The MAS conducts thematic inspections on the incentive structures of banks. In 2018, the MAS assessed selected banks’ governance over, and frameworks and policies for, performance evaluation, remuneration and consequence management, and whether these were aligned with the Principles.

The MAS has indicated that it expects the board and senior management of banks to ensure that remuneration frameworks and policies are implemented effectively, and that banks benchmark themselves against the desired outcomes set out in an information paper published in March 2019 entitled “Incentive Structures in the Banking Industry – Fostering Sound Behaviour and Conduct”. The MAS has stated that it intends to continue engaging banks as part of its ongoing supervision, and will take relevant observations into account in its supervisory assessments of the banks.

As with all other persons in Singapore, licensed banks and merchant banks are subject to the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A of Singapore), which criminalises the laundering of proceeds generated by criminal conduct and drug trafficking, and to the Terrorism (Suppression of Financing) Act (Chapter 325 of Singapore), which criminalises acts of financing terrorism.

In addition to these, licensed banks must comply with the anti-money laundering and countering financing of terrorism (AML/CFT) obligations specific to their licensing status. Banks are to comply with MAS Notice 626 Prevention of Money Laundering and Countering the Financing of Terrorism – Banks, while merchant banks must comply with a similar set of obligations under MAS Notice 1014 Prevention of Money Laundering and Countering the Financing of Terrorism – Merchant Banks (together, the MAS AML/CFT Notices).

Under the MAS AML/CFT Notices, banks must assess the overall AML/CFT risks they face at an enterprise-wide level, and take steps to effectively mitigate such risks. Banks are also required to comply with specific requirements concerning correspondent banking, wire transfers and record keeping.

When conducting customer due diligence, banks are also expected to identify and verify the identities of customers; where a customer is a non-individual, banks are expected to identify and verify its beneficial owner(s).

Banks must also monitor their business relations with customers on an ongoing basis, and must screen customers against relevant AML/CFT information sources and sanctions lists in the following scenarios:

  • when the bank establishes business relations with the customer, and on an ongoing basis thereafter;
  • when the bank undertakes any transaction of a value exceeding SGD20,000 for any customer who has not otherwise established business relations with it; or
  • when the bank effects or receives any funds by domestic wire transfer, or by cross-border wire transfer that exceeds SGD1,500 for a customer who has not otherwise established business relations with it.

The MAS AML/CFT Notices also require banks to report suspicious transactions to the Suspicious Transaction Reporting Office (in the Commercial Affairs Department of the Singapore Police Force), and to implement appropriate internal policies, procedures and controls for meeting its obligations under the law.

MAS Notice 641 on Reporting of Suspicious Activities and Incidents of Fraud imposes an additional requirement on all licensed banks to report to the MAS any suspicious activities and incidents of fraud that are material to the safety, soundness or reputation of the bank. MAS Notice 1112 imposes the same additional requirement on all merchant banks.

All full banks (regardless of jurisdiction of incorporation) are required to be members of the Deposit Insurance Scheme (the Scheme), which is established under the Deposit Insurance and Policy Owners’ Protection Schemes Act (Chapter 77B of Singapore) to provide limited compensation to insured depositors under certain circumstances. The Scheme is administered by the Singapore Deposit Insurance Corporation Limited, and funded by premium contributions of all Scheme members.

All non-bank depositors (eg, individuals, partnerships, companies, etc) who place SGD deposits with Scheme members will be covered by the Scheme. The Scheme covers deposits in standard savings, current or fixed deposit accounts or amounts placed under the Central Provident Fund (CPF) Investment Scheme, the CPF Retirement Sum Scheme and the Supplementary Retirement Scheme.

SGD deposits in savings, fixed deposit and current accounts, and monies placed under the Supplementary Retirement Scheme, are insured for up to SGD75,000 in aggregate per depositor per Scheme member. Monies placed under the CPF Investment Scheme and CPF Retirement Sum Scheme are aggregated and separately insured up to SGD75,000. Trust and client accounts are insured up to SGD75,000 per account without aggregation.

Banking secrecy is governed under section 47 of the BA, which broadly prohibits a licensed bank or its officers – including a director, secretary, employee, receiver or manager and liquidator – from disclosing customer information in any way to any other person except as permitted under the BA. These requirements also apply to merchant banks, with minimal modifications.

In-Scope Relationships and Information

The banking secrecy requirements apply to “customer information”, where the term customer refers to a customer of the bank (including central banks and the MAS) but excludes any other bank. Information obtained from a customer during the banking relationship must not be disclosed, and includes the following:

  • any information relating to, or any particulars of, an account of a customer of a bank, whether the account is in respect of a loan, investment or any other type of transaction; and
  • any information relating to any deposit of a bank, funds of a customer under management by the bank, or any safe deposit box maintained by, or any safe custody arrangements made by, a customer with the bank.

Information that is not referable to any identifiable customer or group of identifiable named customers is not caught under section 47 of the BA.

Principal Exceptions Permitting Disclosure

The BA sets out, across two parts, an exhaustive list of circumstances where the disclosure of customer information may be permitted. The recipient of the customer information may, in certain circumstances, be prohibited from onward disclosure of the customer information.

Subject to compliance with specific conditions, customer information may be disclosed by the licensed bank or merchant bank where disclosure is:

  • permitted in writing by the customer;
  • solely in connection with the bankruptcy or winding up of a customer who is an individual or a body corporate, respectively, to be made to all persons to whom the disclosure is required for such purposes;
  • necessary for compliance with a garnishee order served on the bank attaching moneys in the account of the customer, to be made to all persons to whom the disclosure is required to be made under such order;
  • necessary for compliance with a request made by a parent supervisory authority, where the bank is a foreign bank or a foreign-owned Singapore-incorporated bank;
  • solely in connection with the conduct of an internal audit of the bank or the performance of risk management, to be made to the parent bank or any related corporation of the bank designated in writing by the parent bank;
  • solely in connection with the performance of operational functions of the bank where such operational functions have been outsourced, to be made to any person (including the head office of the bank or any branch thereof outside Singapore) that is engaged by the bank to perform the outsourced function – in this regard, licensed banks must comply with the conditions set out under MAS Notice 634 on Banking Secrecy – Conditions for Outsourcing, and merchant banks must comply with the same under MAS Notice 1108; and
  • strictly necessary for the assessment of the credit-worthiness of the customer in connection with a bona fide commercial transaction or a prospective commercial transaction, to be made to any other licensed bank or merchant bank in Singapore, and such disclosure must be limited to information of a general nature and not related to the details of the customer’s account with the bank.

Consequences of Breach

An individual who breaches section 47 of the BA is liable upon conviction to a fine not exceeding SGD125,000, or to imprisonment for a term not exceeding three years, or to both. In the case of body corporates that breach the prohibition, the offence is punishable with a fine not exceeding SGD250,000.

Minimum Capital Requirements

The minimum paid-up capital for a Singapore-incorporated bank is SGD1.5 billion, which is reduced to SGD100 million for a Singapore-incorporated bank with a wholesale banking licence, or a Singapore-incorporated bank that is a subsidiary of another Singapore-incorporated bank. A Singapore-incorporated merchant bank must have a paid-up capital of at least SGD15 million.

A foreign bank operating through a branch must ensure that its head office capital funds are not less than the equivalent of SGD200 million. A merchant bank whose head office is situated outside Singapore is required to maintain head office funds of at least SGD15 million at all times.

Capital Adequacy Requirements

Singapore-incorporated licensed banks are subject to the capital adequacy requirements set out in MAS Notice 637 on Risk Based Capital Adequacy Requirements for Banks Incorporated in Singapore (MAS Notice 637), which incorporates the Basel III standards.

Under MAS Notice 637, capital adequacy ratio (CAR) requirements are imposed at the following two levels:

  • bank standalone level (Solo Level) CAR requirements, which measure the capital adequacy of a Singapore-incorporated bank based on its standalone capital strength and risk profile; and
  • consolidated level (Group Level) CAR requirements, which measure the capital adequacy of a Singapore-incorporated bank based on its capital strength and risk profile after consolidating the assets and liabilities of its banking group entities, taking into account exclusions of certain banking group entities or adjustments for securitisation as provided under MAS Notice 637.

Singapore-incorporated licensed banks designated as domestic systemically important banks (D-SIBs) must maintain the following CARs at all times, which are higher than the Basel III minimum requirements:

  • a minimum common equity Tier 1 CAR of 6.5%;
  • a minimum Tier 1 CAR of 8%; and
  • a minimum total CAR of 10%.

Singapore-incorporated licensed banks that have not been designated as D-SIBs are only required to maintain the Basel III minimum CAR requirements.

In accordance with the Basel Committee’s requirements, Singapore-incorporated banks are required to maintain a capital conservation buffer of 2.5% above the minimum CAR.

Separately, Singapore-incorporated merchant banks are subject to the capital adequacy requirements set out in MAS Notice 1111 on Risk Based Capital Adequacy Requirements for Merchant Banks incorporated in Singapore.

Leverage Ratio

In accordance with the Basel III leverage ratio framework, MAS Notice 637 imposes a minimum leverage ratio of 3% on Singapore-incorporated banks at the following levels:

  • the Solo Level, which measures the leverage ratio of a Singapore-incorporated bank based on its standalone capital strength; and
  • the Group Level, which measures the leverage ratio of a Singapore-incorporated bank based on its capital strength after consolidating the assets and liabilities of its banking group entities, taking into account exclusions of certain banking group entities or adjustments for securitisation as provided under MAS Notice 637.

Merchant banks are not currently subject to similar leverage ratios.

Liquidity Requirements

Minimum liquid assets (MLA) and liquidity coverage ratio (LCR)

Section 38 of the BA and MAS Notice 649 on Minimum Liquid Assets and Liquidity Coverage Ratio (MAS Notice 649) set out the MLA and LCR frameworks that are applicable to licensed banks (whether Singapore-incorporated or foreign).

Singapore-incorporated banks that are D-SIBs or notified by the MAS to be internationally active banks due to significant banking operations overseas (internationally active banks) are required to comply with both the MLA framework and the LCR framework, while other licensed banks have the option of complying with the MLA framework or the LCR framework.

Under the MLA framework, all licensed banks must hold at least 16% of the value of their qualifying liabilities denominated in all currencies, in liquid assets denominated in any currency, and a minimum 16% of the value of its SGD qualifying liabilities in SGD liquid assets. At least 50% of the liquid assets held by the licensed bank must be held in Tier 1 liquid assets (as defined under MAS Notice 649).

Under the LCR framework, which implements the Basel III LCR rules, banks are required to hold sufficient high-quality liquid assets to match their total net cash outflows over a 30-day period. Internationally active banks and Singapore-incorporated D-SIBs must maintain a Singapore dollar LCR of at least 100% and an all-currency LCR of 100% at all times. Foreign banks that are D-SIBs, or other licensed banks that choose to comply with the LCR framework, must maintain at all times a Singapore dollar LCR of at least 100% and an all-currency LCR of 100% if the bank’s head office or parent bank is incorporated in Singapore or 50% if the bank’s head office or parent bank is incorporated outside Singapore.

In respect of LCR, Singapore-incorporated banks that are D-SIBs or internationally active banks must additionally disclose qualitative and quantitative information about their LCR pursuant to MAS Notice 651 on Liquidity Coverage Ratio Disclosure.

MAS Notice 1015 on Minimum Liquid Assets and Liquidity Coverage Ratio sets out the MLA and LCR frameworks in respect of merchant banks (regardless of the jurisdiction of incorporation).

Net Stable Funding Ratio (NSFR)

Under section 10C of the BA, the MAS may require any licensed bank to maintain a minimum stable funding ratio and/or a minimum amount of stable funds. In this regard, MAS Notice 652 on Net Stable Funding Ratio (MAS Notice 652) imposes the requirement on internationally active banks and D-SIBs incorporated and headquartered in Singapore to maintain an all-currency NSFR of at least 100% on a consolidated group level (after excluding certain banking group entities). D-SIBs whose head office or parent bank is incorporated outside Singapore are required to maintain a minimum all-currency NSFR of 50% at the entity level, or, if the MAS has so approved, at the country-level group basis. These requirements are aligned with the Basel Committee’s standards on NSFR.

MAS Notice 653 on Net Stable Funding Ratio (MAS Notice 653) further imposes an obligation on internationally active banks and D-SIBs incorporated and headquartered in Singapore to disclose certain qualitative and quantitative information about their NSFR.

Minimum cash balance

Section 39 of the BA and MAS Notice 758 on Minimum Cash Balance set out the requirement for licensed banks to maintain, during a maintenance period, an aggregate minimum cash balance with the MAS of at least an average of 3% of its average qualifying liabilities as defined thereunder.

Resolution Regime

The resolution regime for licensed banks and merchant banks is set out primarily in Part IVB of the MAS Act, and in the Monetary Authority of Singapore (Resolution of Financial Institutions) Regulations 2018. The resolution regime incorporates the Key Attributes of Effective Resolution Regimes for Financial Institutions formulated by the Financial Stability Board.

Banks which the MAS (in its capacity as the resolution authority) considers to be systemically important are directed to prepare and implement a recovery and resolution plan in accordance with the MAS Notice 654 on Recovery and Resolution Planning (MAS Notice 654) and the Guidelines to MAS Notice 654 on Recovery and Resolution Planning.

In addition, the MAS may exercise the following resolution powers in respect of a distressed bank:

  • direct the transfer of business or shares to a private sector acquirer;
  • compel the transfer of business to a bridge entity;
  • compel the transfer of assets to an asset management company set up by the MAS;
  • in respect of a Singapore-incorporated bank, bail-in the instruments of ownership and liabilities of that bank;
  • temporarily suspend termination rights of counterparties in a contract with that bank; and
  • apply to the High Court of Singapore to wind up and liquidate a distressed bank based on grounds provided under the MAS Act (in addition to those in the Insolvency, Restructuring and Dissolution Act 2018 (No. 40 of 2018) (IRDA)).

The MAS has indicated that it may use the aforementioned resolution tools singly or in combination, depending on the situation and to best meet its resolution objectives. However, the MAS’ preference is to seek private sector solutions before exploring resolution strategies that involve government or public sector support.

The MAS is also empowered to share information with a foreign resolution authority in certain circumstances, and to recognise a foreign resolution in whole or in part (as the case may be).

General Insolvency Framework

Notwithstanding the foregoing, it should be noted that the MAS does not aim to prevent any bank from failing, and the general corporate insolvency framework would apply where the MAS refrains from exercising its resolution powers. The general legislative framework for general corporate insolvency is set out in the IRDA, and is applicable to banks in Singapore. In addition, the BA (and the MAS Act) empowers the MAS – in its capacity as the supervisory and regulatory authority of banks (and merchant banks) – to take the following actions against a licensed bank that has become insolvent, or is likely to do so:

  • direct such bank to take or refrain from taking any action it considers necessary;
  • appoint a statutory adviser to advise on the proper management of the bank’s business; or
  • assume control of and manage the bank’s business via an appointed statutory manager or otherwise.

In the case of a foreign-incorporated licensed bank or merchant bank, the MAS’ actions will only relate to that bank’s business carried on in, or managed from, Singapore, and its properties in Singapore.

In the event of the winding-up of a bank in Singapore, the liquidator must first set-off a depositor’s liabilities to the bank against any deposit of the depositor placed with the bank (other than with the ACU). The BA further prescribes the order of priority of a bank’s liabilities in Singapore for its winding-up – in summary, premium contributions due and payable in respect of the Scheme as well as deposit liabilities will have priority over other claims on the relevant bank.

The following regulatory developments have been discussed in further detail in the context of relevant sections above:

  • Digital banking – as part of its initiative to liberalise Singapore’s banking sector, the MAS has issued two digital full bank and two digital wholesale bank licences. The MAS received 21 applications for digital bank licences.
  • Regulating merchant banks under the BA – with effect from 1 October 2020, banks and merchant banks will no longer need to maintain two separate accounting units for the domestic banking unit and the ACU. In relation to this, the MAS will be consolidating the regulation of merchant banks under the BA. However, as mentioned above, the MAS has yet to announce when the new regulatory regime will come into force.
  • Accountability guidelines – the Accountability Guidelines, which were issued on 10 September 2020, will become effective on 10 September 2021.

Separately, the MAS has consulted on the following proposals in 2020, which may impact banks in Singapore in the near future.

New Omnibus Act for the Financial Sector

The MAS is proposing to introduce a new omnibus Act for the financial sector, which will incorporate the existing provisions currently in the MAS Act that relate to the MAS’ regulatory oversight of different FIs across the financial sector. In particular, these provisions pertain to the prevention of money laundering and terrorism financing, and the control and resolution of FIs.

Under the new Act, the MAS intends to introduce a harmonised and expanded power to issue prohibition orders across all categories of FIs under the MAS’ regulatory oversight. Presently, the MAS may only issue prohibition orders under the SFA, the FAA and and the Insurance Act (Chapter 142 of Singapore) (IA), and such prohibition orders only prohibit the subject from taking up specified positions (ie, directorship, substantial shareholding, management) and conducting certain activities that are regulated under the SFA, FAA and IA. Under the proposal, the MAS would be able to issue prohibition orders against unsuitable persons from the BA, amongst other things. It would also be able to prohibit the individual from undertaking functions in an FI (including a bank), such as the handling of funds, risk-taking, risk management and control, and critical system administration.

In addition, the MAS’ powers to impose requirements on technology risk management (such as requirements on the resilience of critical systems, incident reporting and cyberhygiene) will be harmonised under the new Act. The MAS also intends to introduce a power to issue directions to or make regulations concerning any FI or class of FIs for the management of technology risks, including cybersecurity risks, the safe and sound use of technology to deliver financial services, and safe and sound use of technology to protect data. In addition, the maximum penalties imposed for breaches of these requirements will be increased to SDG1 million to better commensurate with the potential severity of a disruption to essential financial services and the potential impact on FIs’ customers.

The public consultation on the new omnibus Act closed on 20 August 2020, but the MAS has yet to issue its comments on the responses received.

Environmental Risk Management

The MAS is proposing to introduce Guidelines on Environmental Risk Management to enhance banks’ resilience to and management of environmental risk, by setting out sound practices in relation to the banks’ governance, risk management and disclosure of environmental risk.

These guidelines will apply to licensed banks and merchant banks, in respect of such banks’ extension of credit to corporate customers and underwriting for capital market transactions. The banks should also apply the guidelines to other activities that expose them to material environmental risk.

Notice on Identity Verification

The MAS proposes to mandate the types of information FIs (including banks) must use to verify the identity of an individual for non-face-to-face contact. The objective is to address the risk of impersonation fraud arising from the theft and misuse of an individual’s personal particulars.

Allen & Overy

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Allen & Overy has an international financial services regulatory team that is a strategic partner to the world’s leading financial institutions, guiding them through an increasingly complex regulatory landscape where national and international regulations may interact or conflict. With more than 80 financial services regulatory experts across its international network of offices, the firm brings the breadth and scale a global business needs, as well as an understanding of the local environment. It helps clients plan for and navigate the complex developments and challenges they are facing, protecting them from regulatory risk and advising them on how to take advantage of emerging opportunities. The group brings together an impressive list of leaders in their field, and amalgamates specialist expertise from the firm's Banking, Payments, Capital Markets, Investigations and Regulatory Enforcement practices, along with A&O Consulting and Markets Innovation Group (MIG) colleagues, supported by the advanced delivery and project management teams. This cross-practice, multi-product, international offering provides clients with greater access to market-leading expertise and innovative products and solutions tailored to their very specific, highly complex needs.

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