MAS Reprimands Taiyo Asset Management Pte Ltd for Recurring Late Regulatory Submissions, and Tey Eng Chee Thomas for Failing to Discharge his Duty and Function as Director
1 On 3 July 2018, MAS reprimanded:
(i) Taiyo Asset Management Pte Ltd (TAMPL) for being repeatedly late in its submissions of:
(a) annual declaration and auditor reports, which were late by up to two years, for the financial years ending 2014, 2015 and 2016;
(b) changes in the appointment and cessation of its director and four of its representatives, which were late by up to more than three years; and
(ii) its director Tey Eng Chee Thomas for failing to discharge his duty as a director to ensure that TAMPL has adequate controls to comply with MAS’ regulations.
2 By being late in its regulatory submissions, TAMPL has breached paragraphs 5(7I)(a)1, 5(7I)(c)2 and 5(7J)3 of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations (SF(LCB)R). TAMPL’s annual reports and notifications on the changes to its representatives were only submitted after queries and reminders from MAS. Further, TAMPL failed to file the relevant regulatory submissions in paragraph 1(i)(a) on time despite having received warnings from MAS on two previous occasions for similar late submissions. MAS takes a serious view of such poor compliance consciousness, and reprimanded TAMPL accordingly.
3 The repeated breaches at TAMPL also reflect poor oversight by the directors who were responsible for TAMPL’s affairs between 2013 and 2017. The current director of TAMPL, Mr Tey Eng Chee Thomas, who was also a director of TAMPL at the time of the previous two warnings, had failed to take effective action to ensure that TAMPL put in place effective measures to comply with the regulations. The two other directors of TAMPL during the period when the breaches occurred have since resigned from TAMPL’s Board. One of these former directors of TAMPL had also failed to discharge his duties while he was a director of another fund management company, One Asia Investment Partners Pte Ltd (OAIP), whose capital markets services licence was revoked by MAS on 11 April 2017 after it was ordered by the court to be wound up. MAS will take this dereliction of duties into account if and when the ex-directors apply to hold an appointment in a financial institution in Singapore and/or carry on regulated activities under the Securities and Futures Act (SFA).
4 MAS expects directors of all financial institutions to carry out their duties and functions effectively at all times. In view of his failure to put in place adequate controls and processes to comply with MAS’ regulations, MAS has found TAMPL’s remaining director, Mr Tey Eng Chee Thomas, guilty of misconduct under section 334(2) of the SFA. MAS takes a serious view of such poor accountability and conduct by directors of financial institutions, and reprimanded him accordingly.
MAS expects all financial institutions to put in place appropriate measures to comply with the relevant rules and regulations, and to address compliance lapses. Directors of financial institutions must also carry out the duty and function of their office effectively, and ensure that the financial institution and its management put in place effective compliance controls in the financial institutions that they oversee.
2 Paragraph 5(7I)(c) of the Second Schedule to the SF(LCB)R states that a RFMC shall lodge with the authority an annual declaration in Form 25A within one month after the end of each of its financial years.
3 Paragraph 5(7J) of the Second Schedule to the SF(LCB)R states that a RFMC shall submit an auditor’s report in Form 25B, no later than 5 months after the end of each of its financial years.