BANK SIMPANAN NASIONAL BERHAD ACT 1997

Bank Simpanan Nasional Berhad LAWS OF MALAYSIA REPRINT Act 571 BANK SIMPANAN NASIONAL BERHAD ACT 1997 Incorporating all amendments up to 1 January 2006 PUBLISHED BY THE COMMISSIONER OF LAW REVISION, MALAYSIA UNDER THE AUTHORITY OF THE REVISION OF LAWS ACT 1968 IN COLLABORATION WITH PERCETAKAN NASIONAL MALAYSIA BHD 2006 1 2 BANK SIMPANAN NASIONAL BERHAD ACT 1997 Date of Royal Assent ... ... ... … … 7 July 1997 Date of publication in the Gazette … … 24 July 1997 PREVIOUS REPRINT First Reprint ... ... ... ... ... 2002 3 LAWS OF MALAYSIA Act 571 BANK SIMPANAN NASIONAL BERHAD ACT 1997 ARRANGEMENT OF SECTIONS PART I PRELIMINARY Section 1. Short title and commencement 2. Interpretation PART II FORMATION AND OWNERSHIP OF THE BANK AND VESTING PROVISIONS 3. The Bank 4. Vesting provisions 5. Initial Government holding in the Bank 6. Government investment in securities of the Bank 7. Exercise of the functions of the Minister through nominees PART III PROVISIONS RELATING TO STAFF 8. Staff PART IV OBJECTS AND POWERS OF THE BANK 9. Objects and powers of the Bank 4 Laws of Malaysia ACT 571 PART V SUBSIDIARIES AND OFFICES OF THE BANK Section 10. Control of establishment or acquisition of subsidiaries 11. Restriction on establishment of offices of the Bank PART VI FINANCIAL REQUIREMENTS AND DUTIES OF THE BANK 12. Maintenance of reserve fund 13. Maintenance of capital funds 14. Maintenance of liquid assets 15. Maintenance of assets in Malaysia 16. Investment of funds 17. Appointment of auditor 18. Duties of auditor 19. Financial statements to be submitted to Minister 20. Publication and exhibition of audited balance sheet, etc. 21. Statistics and information to be submitted PART VII OWNERSHIP, CONTROL AND MANAGEMENT OF THE BANK 22. Acquisition or disposal of aggregate of five per centum holding 23. Maximum permissible holdings 24. Sanction required for reconstruction, etc., of the Bank 25. Bank to report acquisition or disposal of aggregate of five per centum holding to Minister 26. Credit facilities on security of Bank’s property to be reported to Minister 27. Defence relating to contravention of provisions of this Part 28. Prohibitions in the event of contravention 29. Director, controller or manager of the Bank to be fit and proper person 30. Minister’s consent required to be director of the Bank 31. Disqualifications of director or officer of the Bank 32. Appointment of chief executive Bank Simpanan Nasional Berhad 5 PART VIII RESTRICTIONS ON BUSINESS OF THE BANK Section 33. Restrictions on payments of dividends 34. Advance against security of own shares or shares of holding company 35. Grant of secured and unsecured credit facilities 36. Restriction of credit facility to single customer 37. Prohibition of credit facilities to director and officer 38. Restriction on giving of credit facilities 39. Disclosure of interest by director 40. Control of credit limit 41. Restrictions on investments 42. Limitations, terms and conditions in respect of giving of credit facility 43. Proof of compliance PART IX POWERS OF SUPERVISION AND CONTROL OVER THE BANK 44. The Bank under Minister’s supervision 45. Examination of the Bank 46. Power of Minister to direct examination to be made 47. Production of Bank’s books, etc. 48. Bank unable to meet obligations to inform the Minister 49. Action by the Minister in respect of the Bank in certain circumstances 50. Provisions in relation to an appointment under section 49 51. Provisions in relation to removal from office under paragraph 49(1)(cc) or subparagraph 49(1)(dd)(i) 52. Provisions relating to assumption of control under paragraph 49(2)(a) 53. Power to reduce share capital and to cancel shares of the Bank when subject to an order under paragraph 49(2)(a) 54. Loans to the Bank and acquisition of its shares 55. Extension of jurisdiction under this Part to related companies of the Bank 56. Moratorium 57. Priority of payments in the event of insolvency of the Bank 6 Laws of Malaysia ACT 571 PART X INVESTIGATION, SEARCH AND SEIZURE Section 58. Appointment and functions of investigating officers 59. Power to search and seize 60. Search of person 61. Obstruction to exercise of powers by an investigating officer 62. Requirement to provide translation 63. Power to examine persons 64. Specific persons in respect of whom powers of investigation may be exercised 65. Assistance to police or other public officer 66. Investigating officer deemed to be public servant and public officer PART XI INFORMATION AND SECRECY 67. Restriction on inquiring specifically into affairs of particular customer 68. Secrecy 69. Disclosure for facilitating performance of functions of Minister 70. Other permitted disclosures 71. Disclosure under Banker’s Books (Evidence) Act 1949 PART XII OFFENCES 72. Offences in relation to entries in books, documents, etc. 73. Offences by persons responsible for the Bank 74. Defence 75. Joinder of offences 76. Power of Minister to compound offences 77. Prosecution 78. Offences to be seizable offences 79. Duty of investigating officer to make over arrested person to police 80. Attempts, preparations, abetments and conspiracies punishable as offences 81. General penalty Bank Simpanan Nasional Berhad PART XIII GENERAL PROVISIONS Section 82. Submission to Minister of information required by him 83. Indemnity 84. Control of advertisements issued by the Bank 85. Prohibition on receipt of gifts, commissions, etc. 86. Islamic banking or financial business 87. Regulations 88. Appointment of persons 89. Protection under the Bills of Exchange Act 1949 90. Declaration of holidays 91. Application of the Companies Act 1965 92. Exemptions 93. Contracts not affected 94. Repeal and transitional provisions 7 8 Laws of Malaysia ACT 571 Bank Simpanan Nasional Berhad 9 LAWS OF MALAYSIA Act 571 *BANK SIMPANAN NASIONAL BERHAD ACT 1997 An Act to provide for the transfer to and for the vesting of property, rights and liabilities of Bank Simpanan Nasional in a company by the name of Bank Simpanan Nasional Berhad, and its regulation; and to make provisions for other matters relating thereto. [ ] BE IT ENACTED by the Seri Paduka Baginda Yang di-Pertuan Agong with the advice and consent of the Dewan Negara and Dewan Rakyat in Parliament assembled, and by the authority of the same, as follows: PART I PRELIMINARY Short title and commencement 1. This Act may be cited as the Bank Simpanan Nasional Berhad Act 1997 and shall come into force on such date as the Minister may, by notification in the Gazette, appoint. Interpretation 2. (1) In this Act, unless the context otherwise requires— “advertisement” means the disseminating or conveying of information, invitation or solicitation by any means or in any form, including by means of— (a) publication in a newspaper, magazine, journal or other periodical; (b) display of posters or notices; (c) circulars, handbills, brochures, pamphlets, books or other documents; *NOTE—This Act is not yet in force. 10 Laws of Malaysia ACT 571 (d) letters addressed to individuals or bodies; (e) photographs or cinematograph films; and (f) sound broadcasting, television or other electronic media; “agreement” means an agreement, whether formal or informal, oral or written, express or implied; “appointed date” means the date appointed under section 1; “approved company auditor” has the meaning assigned to it by subsection 4(1) of the Companies Act 1965 [Act 125]; “arrangement” means an arrangement whether formal or informal, oral or written, express or implied; “associate corporation” means a corporation where not less than twenty per centum and not more than fifty per centum of that corporation’s shares are held by another corporation, the firstmentioned corporation thereby being an associate corporation of the other corporation; “Bank” means a company under the name of Bank Simpanan Nasional Berhad incorporated under the Companies Act 1965 pursuant to section 3 and includes its offices; “Bank Simpanan Nasional” means a body corporate established under section 3 of the Bank Simpanan Nasional Act 1974 [Act 146]; “Board” means the board of directors of the Bank; “business associate” of a person includes— (a) any banker, accountant, auditor, advocate, nominee or other person employed or appointed by such person at any time before or after the appointed date; (b) any institution of which such person is a director, and any other director of the institution; (c) if such person is a corporation— (i) any director of such corporation; (ii) any associate or related corporation of such corporation; and Bank Simpanan Nasional Berhad 11 (iii) any business associate of such associate or related corporation as is referred to in subparagraph (ii); (d) any person having possession of any property belonging to such person; (e) any person indebted to such person; (f) any person having any knowledge or information relating to the business, dealings, affairs or property of such person; and (g) any person acting in concert with such person; “capital funds” means paid-up capital and reserves, and includes any other sources of capital as may be specified by the Minister; “Central Bank” means the Central Bank of Malaysia established by the Central Bank of Malaysia Act 1958 [Act 519]; “chief executive”, in relation to the Bank, means a person, by whatever name called, who, either individually or jointly with one or more other persons, is responsible, subject to the authority of the directors, for the conduct of the business and the administration of the Bank; “child” includes a step-child and a person adopted as a child under any written law of Malaysia or of any country, territory or place outside Malaysia, or under any custom recognized by any class or category of persons in Malaysia or in any country, territory or place outside Malaysia; “company” has the meaning assigned to it by subsection 4(1) of the Companies Act 1965; “constituent documents”, in relation to the Bank, means the memorandum of association and articles of association, rules and by-laws, partnership agreement, or other instrument, under or by which the Bank is established and its governing and administrative structure and the scope of its functions, business, powers and duties are set out, whether contained in one or more documents; “controller”, in relation to the Bank, means a person who— (a) has an interest in more than fifty per centum of the shares of the Bank; 12 Laws of Malaysia ACT 571 (b) has the power to appoint or cause to be appointed a majority of the directors of the Bank; or (c) has the power to make or cause to be made, decisions in respect of the business or administration of the Bank, and to give effect to such decisions or cause them to be given effect to, and the word “control” shall be construed accordingly; “Corporation” means the Minister of Finance incorporated by the Minister of Finance (Incorporation) Act 1957 [Act 375]; “corporation” has the meaning assigned to it by subsection 4(1) of the Companies Act 1965; “credit facility” means— (a) the giving of any advance, loan or other facility in whatever form or by whatever name called whereby the person to whom such advance, loan or facility is given has access, directly or indirectly, to the funds of the person giving the same; (b) the giving of a guarantee in relation to the obligation of any person; or (c) any other dealing or transaction as may be prescribed by the Minister; “derivative instrument” has the meaning assigned to it by section 2 of the Banking and Financial Institutions Act 1989 [Act 372]; “director” includes any person who occupies the position of a director, by whatever name called, and in particular, without prejudice to the foregoing, in the case of— (a) a corporation, has the me