Josephine Teo
Singapore
“The Government's risk-calibrated approach to data security in artificial intelligence (AI) systems was explained in a written reply, given on 9 January 2024, to related questions asked by Dr Tan Wu Meng and Mr Gerald Giam.”
“Access to frontier models is helpful for specific use cases, such as advanced research and cybersecurity. However, these form a small proportion of artificial intelligence (AI) demand. For most industry, Government and research uses, capable models are already available.”
“The Government tracks the development of technical standards for identifying artificial intelligence (AI)-generated content, including watermarking and digital provenance approaches, as part of broader efforts to manage AI-related risks.”
“Upon receiving a valid report of intimate image abuse, the Commissioner of Online Safety is empowered by law to direct Online Service Providers (OSPs) to disable access by Singapore users to the specified harmful online material. This direction may be extended to cover identical copies found on the platform.”
“The Government is committed to keeping children safe online. We have announced plans to extend age assurance requirements to designated social media services, including requiring platforms to keep users under 13 off their services.”
“Under the Online Safety (Relief and Accountability) Act 2025, the Commissioner of Online Safety is empowered to issue directions to platforms to remove specified harmful content, including intimate image abuse.”
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“These Ambassadors will visit the homes of our Pioneers to explain the Package to them and answer their queries. The Pioneer Generation Ambassadors' engagement is intended to be sustained and ongoing so that the Pioneers will always have a contact point whom they can approach if they have questions about the Pioneer Generation Package. The programme has just started in Nee Soon, Tampines and East Coast and will be introduced progressively to other constituencies. Let me now turn to the Bill itself, which provides for the establishment of the Pioneer Generation Fund and its administration. As stated in Budget 2014, the Government will set aside $8 billion to meet the full cost of the Package. With accumulated interest over time, we estimate this amount to be sufficient to meet the projected cost of the Package, which is slightly over $9 billion. Mdm Speaker, I shall now highlight the main features of the Bill. Page: 46 Part II of the Bill sets out the purposes for which monies in the Pioneer Generation Fund may be used. It places the general responsibility for the management and administration of the Fund on the Minister for Finance and provides for the presentation of annual financial statements and Auditor’s report to Parliament. Part III of the Bill defines the eligibility criteria for an individual to be considered a Pioneer and outlines the benefits which Pioneers stand to receive as part of the Pioneer Generation Package. The benefits include annual top-ups to the CPF Medisave Account; MediShield Life premium subsidies; extra subsidies for outpatient treatment and cash grants under the Pioneer Generation Disability Assistance Scheme. Part III also provides for the powers of the Appeals Panel and how appeals may be made.”
“To ensure that funding for the Package is available beyond the current term of Government and regardless of the state of the economy, the Government will set up a Page: 45 Pioneer Generation Fund. Mdm Speaker, although the Pioneer Generation Package was only introduced earlier this year, awareness levels are relatively high. A survey by MCI showed that about eight in 10 Pioneers are aware of the Pioneer Generation Package. This is a significant improvement from just six months ago. Senior Minister of State for Health, Dr Amy Khor, and I chair a Taskforce comprising members from the public and private sectors to reach out to Pioneers. Since its formation in April 2014, the Taskforce has rolled out various communications and outreach efforts on the Pioneer Generation Package, such as through TV interstitials, radio segments and print advertorials and even at getais, in both the official languages and dialects. This complements the letters and welcome packs mailed to Pioneers. The People's Association and its Grassroots Organisations have, together, held more than 800 dialogues and briefing sessions on the Pioneer Generation Package. Many community organisations, such as MENDAKI and CDAC, have also stepped forward to spread awareness about the Pioneer Generation Package. We are mindful, however, that even with these outreach efforts, it can be challenging for Pioneers and their caregivers to fully understand the Pioneer Generation benefits they stand to enjoy. Many Pioneers are not familiar with online resources or prefer face-to-face explanations which also allow them to seek clarifications. We have, therefore, set up a Pioneer Generation Office to gather and train a group of volunteers called Pioneer Generation Ambassadors.”
“Mdm Speaker, I beg to move, "That the Bill be now read a Second time." Mdm Speaker, since the Government first announced the Pioneer Generation Package, many Pioneers have started to enjoy the healthcare benefits provided to them. In July this year, 440,000 Pioneers received their Medisave top-ups which can be used to meet medical needs or medical insurance expenses. For many Pioneers, these top-ups have come on top of the annual GST Voucher – Medisave top-ups paid to seniors aged 65 and above. In September alone, which was the first month since Pioneers received their PG cards, there had been about 317,000 Pioneer visits to Specialist Outpatient Clinics (SOCs), Community Health Assist Scheme (CHAS) clinics and polyclinics which qualified for special subsidies on consultation and treatment. The Pioneers’ bills at the subsidised SOCs and polyclinics will be reduced even further when subsidies for their medication come into effect in January next year. We also introduced the Pioneer Generation Disability Assistance Scheme (PioneerDAS) where eligible Pioneers can receive monthly cash supplements. As of end-October 2014, about 14,000 Pioneers are benefiting from PioneerDAS. Next year, all Pioneers will also receive additional subsidies to help pay for their MediShield Life premiums when the programme comes into effect. This will ensure that all Pioneers get to enjoy the enhanced benefits of MediShield Life, including the many Pioneers today who are not insured under MediShield. The Pioneer Generation Package will provide these healthcare benefits to Pioneers for the rest of their lives. This support is on top of the substantial healthcare benefits that the Government already provides for all Singaporeans and which have been continuously enhanced.”
“Mdm Speaker, I beg to move the amendment* standing in the name of the Deputy Prime Minister and Minister for Finance as set out on the Order Paper Supplement. *The amendment reads as follows: New Item (A): In page 277: to insert – Notes in Order Paper Supplement: (1) It is intended that this New Item (A) be inserted immediately after item 32. (2) In page 277: to renumber items 33, 34 and 35 as items 34, 35 and 36, respectively. Amendment agreed to. First Schedule, as amended, ordered to stand part of the Bill. Second Schedule ordered to stand part of the Bill. Bill reported with amendments, read a Third time and passed. Page: 53”
“Madam, I beg to move, the amendment* standing in the name of the Deputy Prime Minister and Minister for Finance as set out on the Order Paper Page: 52 Supplement. *The amendment read as follows: In page 240, line 10, to leave out "(a)", and insert "(b)". Amendment agreed to. Clause 169, as amended, ordered to stand part of the Bill. Clauses 170 to 188 inclusive ordered to stand part of the Bill. First Schedule –”
“Madam, I beg to move, the amendment* standing in the name of the Deputy Prime Minister and Minister for Finance as set out on the Order Paper Supplement. *The amendment read as follows: In page 25, line 34, after "becomes", to insert "a". Amendment agreed to. Clause 18, as amended, ordered to stand part of the Bill. Clauses 19 to 168 inclusive ordered to stand part of the Bill Clause 169 –”
“[(proc text) Question put, and agreed to. (proc text)] [(proc text) Bill accordingly read a Second time and committed to a Committee of the whole House. (proc text)] [(proc text) The House immediately resolved itself into a Committee on the Bill. – [Mrs Josephine Teo]. (proc text)] [(proc text) Bill considered in Committee. (proc text)] [Mdm Speaker in the Chair] Clauses 1 to 17 inclusive ordered to stand part of the Bill. Clause 18 –”
“Page: 50 Mr Liang Eng Hwa will be pleased to note that ACRA plans to issue guidelines on what it considers as valid circumstances under which resignations will be accepted. Should the application for consent bring to light potential breaches of the Companies Act by the company, ACRA may also consider investigating the company and its directors. Mr Liang has also sought clarification on the timing of the dissemination of the reasons for an auditor's resignation and whether there will be risks of defamation. Upon receiving the notification of resignation from the auditor, the company is required to send a copy of the statement of the auditor's reasons for resignation to the shareholders within 14 days. Safeguards have been put in place to address concerns relating to defamation. A company may apply to the Court to avoid the dissemination of the statement of the auditor's reasons for resignation on the grounds that the auditor has abused the use of a written statement or is using the requirement for dissemination to secure needless publicity for defamatory purposes. The Bill also provides that a person will not be liable for any action for defamation in respect of publication of a written statement of an auditor's reasons for resignation, if there is an absence of malice. Mdm Speaker, let me briefly conclude. The proposed amendments to the Companies Act will reduce regulatory burden and provide greater business flexibility. It would also improve corporate governance and ensure that the Companies Act remains relevant and updated. These amendments balance the need for business flexibility and strong corporate governance and will enhance Singapore's position as an efficient and trusted place for business and investment. Mdm Speaker, I beg to move.”
“Ultimately, investors would have to assess whether the premiums or discounts offered for each class of shares are fair. Mr Liang has also asked about the circumstances under which ACRA would give consent for the premature resignation of auditors and whether ACRA's decision would give a signal as to the state of the company. Typically, we will not expect an auditor to want to resign before the end of his term, unless in exceptional circumstances. The purpose of not allowing mid-term resignations without consent is to ensure that a public interest company is not left in the lurch, without an auditor. The auditor will have had the opportunity to determine his willingness to take on the appointment at the last Annual General Meeting at which he is appointed. Therefore, he ought not to resign within a short time of the year without good reasons. We take the view that premature resignation of an auditor of a public interest company, or its subsidiary, is a serious matter, given the public interest implications involved. An auditor is obliged to report on any concerns with the company and can choose to qualify the audit opinion if necessary. When the Registrar rejects the application and does not consent to the resignation, it does not necessarily give a negative signal about the company. For example, the Registrar may have assessed that the auditor had not exhausted all means to discharge its duties, but had taken the easy way out by resigning mid-term. Having said that, ACRA will exercise its discretion judiciously, and approval of resignation will generally only be granted in exceptional situations where the auditor is no longer capable of performing a competent audit, for example, due to failing health of the auditor or loss of independence of the auditor.”
“Mr Ong has also suggested imposing limits on the proportions of voting and non-voting shares and providing a sunset clause for shares with different voting rights. The Bill does not impose such a requirement on public companies, similar to the current approach for private companies, since the objective of the change is to give public companies the flexibility in their capital structures. Rather than for the law to prescribe the capital structures of the companies, shareholders will be in a better position to decide whether proportion limits or sunset clauses should be adopted by their companies. For example, family-controlled public companies may not find it necessary to include a sunset clause, whereas there were listed companies in the US that have included sunset clauses. Mr Ong's final points are on having rules to govern the sale of super-majority shares through the market. Due to the nature of super-majority shares, such shares are unlikely to Page: 49 be sold in the market. Nevertheless, it is a pertinent point for shares of listed companies which MAS and SGX will consider. Let me now turn to Mr Liang Eng Hwa's comments. Mr Liang made two comments on shares with different voting rights. The first comment is on educating retail investors. Retail investors typically invest in the shares of listed companies which, as yet, will not be affected by the Bill. Nevertheless, I agree with him that it would be useful to promote awareness and understanding of such shares. Mr Liang's second comment relates to the pricing of different classes of shares. Pricing of different classes of shares will be determined by the issuing companies and may involve valuation by investment banks and road shows with potential investors.”
“Specifically, the Bill will require public companies to specify the rights for different classes of shares in their constitutions and clearly demarcate the different classes of shares so that shareholders know the rights that are attached to any particular class of shares. The disclosure requirement is to enable investors to decide whether they are prepared to accept such structures before investing in the company. The Bill will also require public companies to ensure that information on the voting rights for each class of shares must accompany the notice of meeting at which a resolution is proposed to be passed. In addition, holders of non-voting shares will have equal voting rights on resolutions to wind up the company or to vary the rights of non-voting shares. Mr Ong has asked about shareholders' recourse. The Companies Act already allows minority shareholders to seek redress if they are oppressed by the majority. A shareholder may apply to Court for an order that the affairs of the company are being conducted in a manner oppressive to one or more of the shareholders, or in disregard of the interests of shareholders. The Court can order one of a spectrum of remedies, such as directing or prohibiting any act, cancelling or varying any transaction, making an order to regulate the conduct of the company in the future, providing for the purchase of the shares of the minority by other shareholders or the company itself, or even order the winding up of the company. Ultimately, shareholders can sell the shares. I would add that directors have fiduciary duties to act in the best interests of the company which, generally, requires the balancing of interests of all shareholders.”
“IRAS has been selectively checking on the record keeping practices of small companies through reviewing tax returns, audits and site visits, and will continue to do so to ensure that their tax declarations are correct. As for companies that seek to evade tax, IRAS will take legal action against them as well as on advisors or agents who assist such companies. So, on audit exemption, there are safeguards. Moving on to shares with multiple voting rights, Mr Ong has provided a balanced perspective on whether Singapore should allow them. Clearly, there are benefits and drawbacks in allowing shares with different voting rights. However, I should point out that the concept of such shares is not entirely new in Singapore, and they have been permitted in private companies for some years. Further, in the Companies Act amendments of 2013, the one-share-one-vote restriction was lifted for private companies that are subsidiaries of public companies. We have now decided to lift the restriction in the Companies Act for public companies in view of global developments and the demands of increasingly sophisticated investors. The change will not affect listed companies for now, as MAS and SGX are still deliberating on the issue. Rather, it is the 800 or so non-listed public companies that can take Page: 48 immediate advantage of the liberalisation. Mr Ong Teng Koon has highlighted the need to mitigate the risks in allowing shares with different voting rights. Although Mr Ong's comments are made in the context of shares of listed companies, I would like to assure Members that the Bill will put in checks and balances for all public companies, whether or not they are listed.”
“Mdm Speaker, I thank Mr Ong Teng Koon and Mr Liang Eng Hwa for their comments and support of the Bill. Let me address the specific questions that they have raised, and there are quite a few. First, Mr Liang has indicated the need to safeguard against businesses that create many small companies to enjoy the audit exemption. To prevent such instances, the Bill will require that for a company which is part of a group, the company must not only itself qualify as a small company, but the entire group must also meet at least two of the three quantitative criteria on a consolidated basis. In other words, a company can be exempt if it is a small company in a small group, but not if it is a small company in a bigger group. Mr Ong has asked how we can contain the risk of tax evasion arising from audit exemption. While the criteria for mandatory audit will be changed, the Bill still requires all companies, including small companies, to keep proper accounts. In addition, these accounts must comply with the Singapore Financial Reporting Standards unless the company is not listed, does not have more than $500,000 in total assets and has no accounting transaction in a year. ACRA has powers to investigate the accounts and to require a company which is exempted from audit to lodge audited accounts, if it is satisfied that there has been a breach of these duties, or if it is in the public interest to do so. Furthermore, to help companies comply with tax reporting requirements, the Inland Revenue Authority of Singapore (IRAS) has put out a set of detailed guides on the records that must be kept under the Income Tax Act and Goods and Services Tax Act, and what constitutes good report keeping.”
“The ITE-sponsored students currently do not enjoy student concessions. Earlier in my reply, I have said that the Council had asked the operators to consider extending student concessions to all sponsored students who are in the institutions on a full-time basis. And if the operators were to agree to this, then it would apply equally Page: 18 to sponsored students in ITEs, universities and polytechnics.”
“Mdm Speaker, I should take this opportunity to clarify. In fact, ITE-sponsored students are treated the same way as sponsored students in the universities and polytechnics. They are also not eligible for student concessions today. However, there is an operational requirement for all ITE students to carry a Specification for Contactless e-Purse Application or CEPAS card for other functions, such as access within the school, and TransitLink, which is the one that issues CEPAS cards, issues these cards to all these ITE students. So, it may appear that the ITE-sponsored students are treated differently from the sponsored students in polytechnics and universities. But, in fact, that is not the case. So, I just want to clarify that with the Member.”
“I would like to thank the Steering Committee for its very significant contributions. MOF and ACRA will continue to review our corporate regulatory framework to ensure that it is conducive to companies and preserves investors' confidence. Mr Deputy Speaker, I beg to move. Page: 121”
“Clause 151 of the Bill will prescribe the limit on preferential payment to an employee of an insolvent company in the subsidiary legislation. Employees of an insolvent company are currently entitled to be paid their wages and salaries, followed by retrenchment benefits and ex-gratia payments, in priority of other unsecured creditors. The limit in the Companies Act on such priority payment is "five months' salary of the employee or $7,500, whichever is lower". The $7,500 limit is based on the monthly salary cap of $1,500 for non-workmen under the Employment Act of 1993, more than two decades ago. As Labour Member of Parliament Mr Patrick Tay had noted, this limit is by now too low. MOF will update the limit and specify in the subsidiary legislation a new limit of "five months' salary or five times the salary cap for non-workmen referred in Part IV of the Employment Act, whichever is lower". This approach has the benefit of ensuring that the limit will be automatically updated each time the salary cap for non-workmen is adjusted in the Employment Act. So, we thank Mr Tay for having raised this issue. Based on the current $2,500 salary cap for non-workmen, the new cap will be "five months' salary or $12,500, whichever is lower". In conclusion, the Bill will reduce regulatory burden on companies, provide for greater business flexibility and improve corporate governance in Singapore. Various stakeholder groups such as small companies, investors and employees, will benefit from the changes, which are expected to be effected by the end of this year. In particular, the Steering Committee's recommendations that will be implemented in the Bill will enhance Singapore's position as an efficient and trusted place for business and investment.”
“The second is where the authorised representative has received no instructions from the company within 12 months of a request for instructions as to whether the foreign company intends to continue its registration in Singapore. It will be unfair to compel a sole authorised representative to remain responsible for the foreign company in these situations. The third is where the foreign company does not appoint a replacement authorised representative within six months after the death of the sole authorised representative. The Registrar can strike off the foreign company as the foreign company should not be allowed to continue to carry on business in Singapore without an authorised representative for a prolonged period of time. The other key amendment relates to the financial reporting requirements for foreign companies. A foreign company is currently required to file a copy of the balance sheet of the foreign company and a copy of the audited accounts of its operations in Singapore. Clause 161 of the Bill will require foreign companies to file similar components of their financial statements as those expected of locally-incorporated companies. The additional documents to be filed will include income statements, statements of changes in equity, statements of cash flows, notes to accounts, directors' report and auditors' report, where applicable. The changes will promote greater transparency and allow persons in Singapore Page: 120 who deal with foreign companies to make better informed business decisions. Mr Deputy Speaker, I would now like to turn to the last set of administrative amendments that ensures that the Companies Act remains relevant and updated.”
“A transitional arrangement was put in place for bearers of share warrants issued before 29 December 1967 to convert the warrants to registered shares. As this transitional arrangement has been in place for more than 40 years, it is timely to end it as part of our corporate governance review. Clause 34 of the Bill will phase out any outstanding share warrants by giving bearers of these warrants a two-year period, from the time the amendment is effected, to surrender Page: 119 the warrants for cancellation and have their names entered in the register of members. Companies will cancel any outstanding share warrants that are not surrendered. This amendment also addresses the growing international expectation to strengthen transparency of companies. The Bill also contains amendments to improve the corporate governance of foreign companies, which are required under the Companies Act to register in order to carry on business in Singapore through a branch office. I will elaborate on two of these amendments. Currently, the Registrar is vested with the powers to strike a foreign company off the register when he has reasonable cause to believe that it has ceased to carry on business in Singapore, or that it is being used for an unlawful purpose. A foreign company that is struck off may no longer establish a place of business or carry on business in Singapore. Clause 163 of the Bill will introduce three additional grounds for the Registrar to strike off a foreign company. The first is where the sole authorised representative has given notice of his resignation to the company and filed a notice with the Registrar, but the foreign company has failed to respond or appoint another authorised representative within 12 months.”
“This will allow ACRA to stop a resignation in the public interest where necessary and alert ACRA to any potential breaches by the company under the Act. The company is required to appoint a replacement auditor within three months. Besides stepping up disclosure requirements, the Bill will enhance ACRA's enforcement powers. Clause 76 of the Bill introduces new powers which allow ACRA to debar a director or secretary of a company from taking up new appointments if the company has failed to file relevant documents at least three months after the prescribed deadlines under the Companies Act. The impetus for the enhanced enforcement powers is to raise the compliance rate for the filing of annual returns and ensure the business information on ACRA's register is accurate and reliable. The debarment of such persons will also prevent irresponsible directors and company secretaries from holding similar positions in other companies. The Registrar will be able to debar a person from taking up any new appointment as a director or secretary in other companies until the default in his company has been rectified. The Registrar will exercise the new powers judiciously and consider representations from directors and company secretaries before issuing debarment orders against irresponsible directors and company secretaries. The next amendment relates to share warrants under section 66 of the Companies Act. A share warrant entitles the bearer of the warrant to the shares specified in the warrant and does not require his name to be registered in the register of members. Companies have been prohibited from issuing share warrants since 29 December 1967.”
“This amendment will thus allow more shareholders to participate in companies' annual general meetings, which is important for a healthy and well-functioning capital market. To give companies more time to work out the new procedures for proxy appointments and accommodate potentially larger numbers of attendees at their meetings, a six-month grace period will be provided before this amendment takes effect. Currently, directors of non-listed companies are required to disclose conflicts of interest in transactions and shareholdings in the company and related corporations. To further strengthen corporate governance in Singapore, the Bill will extend such disclosure requirements to Chief Executive Officers (CEOs) of non-listed companies, given the influence that CEOs have on company decisions. The change is consistent with the disclosure Page: 118 framework already adopted for CEOs of listed companies under the Securities and Futures Act. Currently, an auditor is allowed to resign only at a general meeting or if he is not the sole auditor and when a replacement auditor is appointed. The Bill will allow an auditor to resign in situations where the company refuses to hold a general meeting or appoint a new auditor. At the same time, clause 126 of the Bill will require auditors of public interest companies and their subsidiaries to seek ACRA's consent and concurrently notify the company concerned of the reasons for their resignations, if the resignations take place before the end of their terms. The company must circulate the auditor's notification to its shareholders. Such resignations will be effected only upon ACRA's consent.”
“The fifth amendment relates to regulatory requirements for foreign companies. Clause 156 of the Bill will require a foreign company to appoint at least one locally-resident agent instead of the current two. This will reduce the regulatory burden for foreign companies and align our requirements with those of the United Kingdom, Hong Kong, Australia and New Zealand. The Bill will include safeguards, such as requiring that a replacement agent be appointed before the existing sole agent is permitted to resign, or within 21 days of the death of the sole agent. As agents are responsible for ensuring that the foreign company complies with the Companies Act and are personally liable for the penalties incurred by the foreign company in Singapore, the Bill will also replace the term "agent" with "authorised representative" to better reflect the accountability and responsibility of the appointed person. Mr Deputy Speaker, let me move next to the second set of amendments that seek to improve corporate governance. First, clause 97 of the Bill will introduce a new multiple-proxies regime. Specified intermediaries such as banks and capital market services licence holders that provide nominee or custodial services, will be allowed to appoint more than two proxies to attend shareholders' meeting. Indirect investors, including CPF members who have invested in the shares of companies through the CPF Agent Banks or CPF Board can also be appointed as proxies to participate in shareholders' meetings, and be given the same rights as direct investors to vote at the meetings. Although the Code of Corporate Governance already encourages listed companies to amend their constitutions to allow indirect investors to attend and vote at shareholders' meetings, few companies have, in fact, done so.”
“This will give public companies greater flexibility in raising capital and investors a wider range of investment opportunities. The United States, the United Kingdom and Australia already allow companies to issue classes of shares with different voting rights subject to the companies' articles, although in Australia, listed companies are prevented from doing so by listing rules. There will be safeguards to protect the rights of existing shareholders and ensure that investors are well informed. For example, public companies will be required to specify in their constitutions the rights of the different classes of shares. The amendment will liberalise the regime for about 800 non-listed public companies. However, for listed companies, the Singapore Exchange and the Monetary Authority of Singapore (MAS) are still reviewing whether listed companies should be permitted to issue shares with different voting rights. Pending the conclusion of the review, the Singapore Exchange's current policy of not allowing listed companies with different voting rights will continue to apply. The third key amendment is to remove the requirement for private companies to keep a register of members. Instead, ACRA will maintain the register of members of private companies. The Bill will require private companies to register share ownership and changes in share ownership with ACRA. This change will remove duplication in the maintenance of Page: 117 information concerning ownership and improve the public's access to information relating to company shareholdings. The fourth key change is to allow an individual to reflect an alternate address, instead of his residential address, in ACRA's public records. We talked about it in the earlier Bill.”
“The first set of amendments aims to reduce regulatory burden and provide greater business flexibility. Let me now elaborate on the five key changes: Page: 116 First, clauses 128 and 184 of the Bill will introduce a "small company" concept to determine audit exemption. This will replace the current criterion where a company is exempted from auditing its accounts annually only if it is an exempt private company and has annual revenue of $5 million or less. An exempt private company generally refers to a private company with up to 20 members and no corporate shareholders. In future, to qualify for audit exemption as a "small company", a company must be a private company that meets at least two of three criteria for each of the previous two financial years, and these are: first, total annual revenue of not more than $10 million; second, total assets of not more than $10 million; or third, number of employees not more than 50. These are the three criteria. The criteria are consistent with those used in the Singapore Financial Reporting Standards for Small Entities. While audits can be useful, they cost time and money. It is also not strictly necessary for ACRA to impose an annual requirement for small companies which do not have wide public interest. The amendment will therefore reduce compliance costs for at least 25,000 small companies which currently do not qualify for audit exemption. Existing safeguards will be retained, such as requiring all companies to keep proper accounting records and empowering shareholders with at least 5% voting rights to require a company to prepare audited accounts. Second, clause 33 of the Bill will remove the one-share-one-vote restriction for public companies.”
“Mr Deputy Speaker, I beg to move, "That the Bill be now read a Second time." Since its enactment in 1967, the Companies Act has undergone several reviews to ensure that our corporate regulatory regime is robust and supports Singapore's growth as a global hub for businesses and investors. The Act was last amended in 2006 following a comprehensive review by the private sector-led Company Legislation and Regulatory Framework Committee. Since then, there have been further changes to the business environment, making it necessary for us to update our regulatory regime. Several jurisdictions, such as Australia, Hong Kong and the United Kingdom, have also reviewed their corporate law framework and updated their laws. In October 2007, MOF set up a Steering Committee led by Professor Walter Woon and comprising senior public and private sector members, to undertake a comprehensive review of the Companies Act. The Steering Committee assessed that the Companies Act was fundamentally sound and gave recommendations focused on streamlining requirements to reduce the regulatory burden on companies, while strengthening corporate governance where necessary. This review culminated in the largest number of proposed reforms since the enactment of the Companies Act. MOF and the Accounting and Corporate Regulatory Authority (ACRA) have conducted several rounds of public consultation on the Steering Committee's recommendations, as well as other proposed amendments to the Companies Act. The views and suggestions from the public, business community and professional bodies have been incorporated into the amendments where appropriate. The Bill before the House represents the outcome of this effort. Mr Deputy Speaker, I will now go through the key amendments in the Bill.”
“It will also align the Singapore Accountancy Commission Act with legislation regulating other professions, which allow companies and LLPs to use the professional designations in their entities' names. Mr Deputy Speaker, I beg to move. [(proc text) Question put, and agreed to. (proc text)] [(proc text) Bill accordingly read a Second time and committed to a Committee of the whole House. (proc text)] [(proc text) The House immediately resolved itself into a Committee on the Bill. – [Mrs Josephine Teo]. (proc text)] [(proc text) Bill considered in Committee; reported without amendment; read a Third time and passed. (proc text)] Page: 115”
“Currently, an LLP may be struck off the register if the Registrar has reasonable cause to believe that it is not carrying on business. The LLP may be restored to the register within 15 years if the Court is satisfied that the LLP had in fact been carrying on business at the time of striking off, or at the Court's discretion. The Bill proposes amendments to the LLP Act to allow the Registrar to restore an LLP which has been struck-off by the Registrar following a review made by the Registrar, without the need for the LLP to apply to the Court. This will reduce the administrative burden for such LLPs. Other than amendments relating to changes made to the Companies Act, clause 15 of the Bill proposes amendments to the Singapore Accountancy Commission Act pertaining to the use of the professional designation "Chartered Accountant of Singapore" or initials "CA (Singapore)". Currently, only a sole proprietorship or partnership comprised wholly of Chartered Accountants of Singapore is permitted under section 25 of the Act to use the professional designation as part of its name. However, a company or an LLP is not permitted to do so. The Bill proposes that the Act be amended to allow entities which provide public accountancy services and are registered under the Accountants Act, to use the "Chartered Accountant of Singapore" or "CA (Singapore)" professional designation as part of their entities' names. Entities which provide accountancy services, but are not registered under the Accountants Act, may apply to the Singapore Accountancy Commission to use the designation. This will promote the professional designation in the Singapore accountancy Page: 114 sector.”
“For example, if there is evidence that an alternate address is invalid, ACRA will replace the alternate address with the residential address in its public records. An individual who provides an invalid alternate address will also be prohibited from using an alternate address for a period of three years. The second set of amendments gives the Registrar more powers to rectify errors in the register or documents maintained in respect of LLPs and LPs. A similar amendment will also be made to the Companies Act to grant the Registrar more powers to rectify errors in Page: 113 companies' registers and documents. Currently, the Registrar may only rectify typographical or clerical errors contained in a document lodged with the Registrar upon notification by an LLP or LP. The LLP or LP needs to apply to the Court to rectify other defects or errors. To reduce the administrative costs and burden for LLPs and LPs, the LLP Act and LP Act will be amended to widen the scope of the Registrar's powers to rectify registers, in two ways. First, the Registrar will be empowered to correct errors in filing that are unintended and do not prejudice any person. Second, the Registrar will be empowered to rectify the register on his own initiative if he is satisfied that there is an error arising from grammatical, typographical or similar mistake. The Registrar can also update the register if there is evidence of a conflict between the particulars of an LLP, LP or person and other information on the register or information obtained from credible third-party sources. The third set of amendments gives the Registrar powers to restore a struck-off LLP in certain circumstances.”
“Mr Deputy Speaker, I beg to move, "That the Bill be now read a Second time." The House will be debating the Companies (Amendment) Bill in a short while. Most of the proposed amendments in the Statutes (Miscellaneous Amendments) (No. 2) Bill 2014 are intended to complement the changes that will be adopted in the Companies (Amendment) Bill. In addition, this Bill will amend the Singapore Accountancy Commission Act in relation to the use of the "Chartered Accountant of Singapore" or "CA (Singapore)" designation. The key amendments proposed in this Bill are to the Accountants Act, Limited Liability Partnerships (LLP) Act and Limited Partnerships (LP) Act to align the provisions in these Acts with the changes made to the Companies Act by the Companies (Amendment) Bill 2014. I will elaborate on three areas of change. The first set of amendments is to allow an individual to reflect an alternate address in ACRA's public records. Currently, ACRA's public records list an individual's personal particulars, including his residential address. Due to concerns about the public disclosure of residential addresses, the Accountants Act, LLP Act, and LP Act will be amended in tandem with the Companies Act to allow a public accountant registered under the Accountants Act, a partner or manager of a limited liability partnership, or a partner or a local manager of a limited partnership to reflect an alternate address, instead of his residential address, in ACRA's public records. The alternate address must be a place where a person can be located physically and cannot be just a postal box. Safeguards will be introduced to minimise fraudulent reporting and the filing of invalid addresses.”
“May I make sure I understand the Member's question clearly – you are proposing to reduce the ERP rate, that is, to abolish it completely? The current traffic speeds along that stretch do not justify such a consideration.”
“Er Dr Lee Bee Wah (Nee Soon): Thank you, Mdm Speaker. I would like to ask the Senior Minister of State, will the Ministry look into reviewing the evening ERP along CTE to zero?”
“Mdm Speaker, the ERP rates are changed when the speeds fall outside the optimal range. So, it is not an optimal speed, but it is a range. And the range is 45 km/h to 65 km/h on expressways. The reason why this is a range is so that you do not have to make ERP rate changes so frequently. Speeds have to go below 45 km/h for us to increase the rate. Speeds have to go beyond 65 km/h for us to bring down the rate. And that is precisely to address the Member's concern. We do not want to confuse the motorists too much. Speaking as a motorist myself, I have to confess that it is probably true of many motorists that even when rate changes are announced in advance through the media, we do not always pay attention. Very often, we only pay attention when our in-vehicle unit goes "beep", we look at the number and realise that it looks different from the last time we were on the road. With that, the motorists take notice and then they have to make a decision on whether they should modify their travelling behaviour. From that perspective, we try not to adjust the rates too frequently. When it is adjusted, we also make sure that the amount is significant enough for people to take notice in the hope that this will cause them to rethink their driving behaviour. Not all will respond because even with the rate changes, they may consider that it is still well worth the time savings for them. Alternatively, they may assess that they have no better alternative but to travel in that particular time slot. But each time there is a rate change, we do notice that there are certain drivers who have changed their travelling pattern, and that is why there has been an impact on the speeds of travel on the particular stretches of road where ERP rate changes have Page: 28 occurred.”
“Mdm Speaker, the number of properties that falls into this category is actually 15%. If we take 15%, that number in absolute terms will not be very small. What I can suggest that the Member does in such situations where he has encountered seniors in financial difficulty, is to write in to us and I can give him full assurance that we will look into each case carefully; and for deserving cases, certainly, we will do our best to help.”
“Mdm Speaker, the answer to the Member's first question is no. We were not informed in advance of Malaysia's intention to increase the tolls at the Causeway on 1 August. The answer to his second question is yes. We informed our Malaysian counterparts in advance why there is a need to revise the VEP fees. As I have explained in my answer to the earlier Parliamentary Question on VEP fees, it is really because the cost of owning a Singapore-registered vehicle and using it on Singapore roads has risen, whereas the similar cost for a foreign-registered vehicle had largely remained unchanged. And so, yes, our Malaysian counterparts were aware of the intention to raise our VEP fees. We very much would like our Malaysian counterparts to come to the discussion table and look at what are the better ways of managing this issue of the Causeway tolls so as not to penalise drivers who do not use the Eastern Dispersal Link. Our long-standing policy is well known to our Malaysian counterparts, and that means if the Causeway tolls levied by the Malaysian side were to be reduced or removed, we would do likewise.”
“As I had noted earlier in our response, we have not had official word from the Malaysian government on what they intend to do regarding the entry permit fees that reportedly they would like to levy. Until details are made known to us, it is premature to comment on it. So, I would suggest that we not say anything more at this point in time. Regarding the Causeway tolls, there is a Parliamentary Question (PQ) following this first PQ that relates to the Causeway toll, so I suggest we take it together with Question No 2.”
“Mdm Speaker, the reports pertaining to MH370 have yet to be verified and so we are unable to comment on this. But if the Member Mrs Chiam is asking a hypothetical situation in Singapore – how it would be handled – in the first place, baggage to be checked in by passengers would have been so before they are issued their boarding passes. If at the point before an aircraft takes off, a passenger who has been issued a boarding pass did not present himself for boarding, then whatever baggage has been checked in will have to be removed. By that time, it is very possible that the baggage has already gone into the aircraft, in which case, a search has to be made and the baggage removed accordingly but, on some occasions, the baggage may still not be loaded onto the aircraft yet. This baggage is then returned to the ground-handling agents, who will then act on this baggage in accordance with the specific airline's policies. I should also add that every piece of baggage that has been checked in is subject to security screening. That is a standard operating procedure that is taken on board for every flight.”
“A list of these factors will similarly be provided in the guidelines, together with a template containing the type of information required to be provided. Finally, when deciding on the frequency of audit checks, ACRA intends to adopt a risk-based approach and consider factors, such as size and type of filing agents. ACRA will be formulating its audit policies and will share them with the industry in due course. In conclusion, Madam, I would like to assure Members of the House that ACRA will do its best to provide corporate service providers with clear guidelines accompanied by the conduct of adequate and appropriate training. Once again, I thank Mr Dhinakaran for his thoughtful comments and support for the Bill. [(proc text) Question put, and agreed to. (proc text)] [(proc text) Bill accordingly read a Second time and committed to a Committee of the whole House. (proc text)] Page: 78 [(proc text) The House immediately resolved itself into a Committee on the Bill. – [Mrs Josephine Teo]. (proc text)] [(proc text) Bill considered in Committee; reported without amendment; read a Third time and passed. (proc text)]”
“Thus far, the working group has completed a draft, which is a set of practical guidelines based on international and local precedents for Corporate Service Providers, focusing on the extent of customer due diligence requirements. Now, depending on the assessed risks of each applicant, different levels of customer due diligence, either enhanced, normal or simplified will have to be performed. In other words, there is already a broad Page: 77 tiering of the extent of due diligence that will be required, depending on the assessed risks of different types of customers. The guidelines will provide examples of risk factors and suspicious behaviour that filing agents will have to consider during the risk assessment. In addition, the guidelines will also include links to FATF's list of countries that have anti-money laundering or counter financing of terrorism that are considered high risk or deficient in terms of their controls, or enforcement. The FATF's list will likely be the most current one that anyone should refer to if they are in need of checking up on or for an assessment of the adequacy of controls and enforcements in any particular regime. The guidelines will also provide examples of appropriate internal policies, procedures and controls that filing agents should maintain within their own organisations. In situations where a filing agent is unable to apply proper customer due diligence measures, a suspicious transaction report should be made to the Commercial Affairs Department (CAD). Often, this is a judgement call whether to file a report or not. The Working Group has, therefore, specifically consulted CAD on the factors that ought to trigger the filing of a suspicious transaction report.”
“Second, Mr Dhinakaran also suggested where corporate secretarial agents are concerned, that only those with at least three years' experience as a company secretary and who have been in the business of providing corporate secretarial services be eligible for registration. In fact, this is already in the existing requirements and will be retained. Third, Mr Dhinakaran suggested that only members of professional bodies which are internationally recognised should be eligible for registration. I should explain that the enhanced regime does not enlarge the categories of persons that are allowed to register. Members of the old professional bodies that we currently allow have carried out their duties satisfactorily thus far, and there are no strong reasons to exclude any one of these professional bodies. Under the enhanced regulatory framework, members of these bodies however, who do not meet the requirements will no longer be registered. So, this will help to ensure that the quality of services provided by our Corporate Service Providers is not compromised. Madam, let me now turn to the more technical but, at the same time, very important aspects of the Bill raised by Mr Dhinakaran and they have to do with the filing agents' obligations for customer due diligence. We agree with Mr Dhinakaran that it is necessary to provide clarity and specific guidance to Corporate Service Providers on the new obligations under the revised framework. The working group that ACRA has set up and of which ISCA is a part, is mindful of this need. As one of the members of the working group, ISCA has also been actively providing useful feedback to ACRA.”
“Mdm Speaker, I thank Mr Dhinakaran for his support of the Accounting and Corporate Regulatory Authority (Amendment) Bill. I would also like to take this opportunity to thank all respondents to the public consultation exercise which was held last year including ISCA. As Mr Dhinakaran has pointed out, MOF and ACRA have incorporated a number of ISCA's comments. Let me now address Mr Dhinakaran's specific comments today. Mr Dhinakaran had raised suggestions that are related to the key policies of the ACRA Service Provider Regulations. This document only outlines the broad policies, whereas the details will only be formulated as a set of regulations after the Bill is passed. ACRA will take on board ISCA's suggestions when drafting the regulations. However, for the benefit of other Members, I will broadly address some of Mr Dhinakaran's points. First, Mr Dhinakaran suggested that ACRA also consider factors, such as the competency and experience of the applicant, when qualifying applicants for registration as filing agents and qualifying individuals. In fact, these factors are Page: 76 already part of today's regime and will be retained. The amendments we are proposing aim to enhance the current regime through setting higher eligibility criteria. This includes requiring an applicant to be a fit and proper person, not to have been convicted of any offence involving fraud or dishonesty with imprisonment for three months or more, and not to be an undischarged bankrupt. So, the current amendments build on existing requirements, which already incorporate Mr Dhinakaran's suggestion.”
“Overall, the legislative amendments will raise the professional standards of corporate service providers in Singapore, and significantly reduce risks of money laundering and terrorism financing. Madam, this Bill also proposes amendments to the ACRA Act to clarify and enhance ACRA's powers in several areas. First, for better protection of ACRA's name and acronym against infringement, the amendments will make it an offence for anyone making unauthorised use of ACRA's name and acronym. Second, the amendments will give additional powers to ACRA officers to facilitate enforcement, consistent with the Acts of newly set up regulatory authorities in Singapore. These include the powers to examine a person orally and to reduce such statements into writing, to enter premises for the purpose of investigating an offence, and to take photographs or video recordings. Page: 72 Third, the amendments will raise the maximum composition fine that ACRA may impose from $1,000 currently to half of the maximum fine or $5,000, whichever is lower. This will align the ACRA Act with other ACRA-administered legislation. Finally, this Bill stipulates that monies which are collected by ACRA are to be paid into the Government Consolidated Fund. This change is to keep ACRA's funding separate from the monies it collects from penalties and composition sums. Mdm Speaker, I beg to move. [(proc text) Question proposed. (proc text)] 4.29 pm”
“As of March 2014, there are approximately 3,000 businesses and 3,600 individuals registered with ACRA as corporate service providers. These registered persons include advocates and solicitors, public accountants, members of the Institute of Singapore Chartered Accountants, the Association of International Accountants (Singapore Branch), the Institute of Company Accountants, Singapore, and the Singapore Association of the Institute of Page: 71 Chartered Secretaries and Administrators, as well as corporate secretarial agents. ACRA intends to manage the transition carefully. Outreach programmes will be conducted and corporate service providers are encouraged to attend these programmes to familiarise themselves with the stricter regime. Thereafter, there would be a window period for the corporate service providers to decide if they wish to continue performing their business activities under the enhanced regulatory framework. Existing providers who opt in during this window period will be transitioned to the new regime as registered filing agents and qualified individuals until end 2015, regardless of whether they meet the competency and experience requirements. ACRA will also waive the registration fee for them. After the transition period, they are required to renew their registration annually and meet these new requirements. ACRA has also formed a working group, comprising professional bodies whose members are corporate service providers, to draft practical guidelines and templates to enable them to comply with their new legal obligations. This includes what corporate service providers should do when performing customer due diligence and what they should consider when setting up internal policies, procedures and controls.”
“This Bill and the new supporting subsidiary legislation will put into law the obligations of the Singapore Government as a member of FATF. I will now elaborate on the key amendments in the Bill. First, corporate service providers who perform statutory filings for their customers using ACRA's electronic filing system known as Bizfile will need to be registered as filing agents. The professionals whom the filing agents employ or appoint will need to be registered as qualified individuals. Both filing agents and qualified individuals must be fit and proper persons and satisfy competency and experience requirements. Second, the amendments will impose new requirements on registered filing agents, through the subsidiary legislation. These requirements will be consistent with the relevant FATF recommendations, including the obligations to perform customer due diligence and transaction monitoring on customers, and to consider whether it is necessary to file suspicious transaction reports. For example, as part of customer due diligence, registered filing agents will be required to obtain beneficial ownership information of their customers. The availability of beneficial ownership information increases the transparency of transactions and makes it more difficult for money laundering and terrorism financing activities to be carried out. Third, the amendments introduce enforcement powers for ACRA to sanction registered filing agents and registered qualified individuals who breach their legal obligations. These sanctions include issuance of a censure, suspension or cancellation of registration, or financial penalties. ACRA will take a calibrated approach in imposing sanctions, taking into account the seriousness and/or frequency of the breach.”
“Mdm Speaker, I beg to move, "That the Bill be now read a Second time." Singapore has garnered a strong reputation as a trusted international financial and business centre with a robust regulatory framework against money laundering and terrorist financing. Since 1992, Singapore has been a member of the Financial Action Task Force (FATF), the global standard setter for anti-money laundering and counter terrorism financing. As a responsible member of FATF, Singapore ensures that the framework applied here is constantly updated and aligned with established international standards. With money laundering and terrorist financing activities becoming increasingly sophisticated, regulatory authorities and enforcement agencies need better tools to effectively address emerging risks. Although there are existing controls for sectors, such as banks and casinos, one area where they need to be strengthened is for corporate service providers, which are individuals or businesses that provide services, such as corporate advisory, office hosting, companies' set-up, corporate secretarial services and statutory filing of documents with the Accounting and Corporate Regulatory Authority (ACRA). Corporate service providers do not typically handle services that involve large amounts of cash. However, there is a risk that the companies they help to incorporate may be abused by criminals to set up complex or unusual business structures to conceal beneficial ownership, and reduce the transparency of transactions. Page: 70 Hence, there is a need to enhance the regulatory framework for corporate service providers. Besides mitigating the risks of money laundering and terrorism financing, regulatory enhancement will also raise the professional standing of corporate service providers.”
“Mdm Speaker, I thank the Member for his question. The GST Voucher Scheme is a permanent scheme. When the scheme was introduced, the idea was to ensure that even for lower-income households where they paid GST, there would be some form of permanent support for these households. But it does exist as part of a broader set of benefits that are provided to different households. And it is within this context that the GST Voucher Scheme is designed. So, we look at the benefits that are provided to households holistically and provide the support where it is most meaningful to them. If I could also share and remind Members of the House, in every Budget, the support measures that are provided to lower-income households have been strengthened in many different regards. It could be in education; it could be in childcare; it could be in healthcare; it could also be in housing. So, we have to look at all of these in totality.”
“Thank you, Mdm Speaker. If the source of this supply could be made known to us, I think we could take a closer look at it.”
“Mdm Speaker, I thank Mr Teo for his comments. On the point that he made about the foreign contractors coming to bid for jobs in Singapore and whether Singapore contractors equally can access jobs overseas, I take the point about participating as a member of WTO, indeed, is to enlarge the space that our companies are able to operate in and also to enlarge the market that they can take part in. If we were not members of this organisation, then the market size in Singapore is even smaller and it would be even harder for our companies to build up the capability and to spread their activities abroad. So, I think there are two sides to the argument of being a member of WTO. On the one hand, you remain open, and it means that you have to allow foreign contractors to take part in Government procurement in Singapore but, at the same time, you enlarge the playing field that your own contractors can take part in. There are many schemes that companies can avail themselves of. But I think the point that has also been considered is that operating out of Singapore is clearly very different from operating within Singapore. The rules are different; the partners are going to be very different; the way you organise your business is going to be very different, and where IE Singapore is concerned, my understanding is that they will extend all support and help wherever necessary, and if the trade associations and chambers have got suggestions on how else the Government can be of help, I think these will certainly be considered favourably. I would suggest that we engage in a conversation on more specific details of how the Government can be more supportive. Page: 34”
“It is certainly a good suggestion. But I should also perhaps remind Members that when the Taxi Availability standards were adjusted at the beginning of this year, we did take into account the fact that perhaps during the shoulder peak hours where taxi availability standards also apply, the standards need not be as high as during the peak hours. If we compare the TA standards for the shoulder peak, which would be the hours Page: 116 between 6.00 am and 7.00 am, and between 11.00 pm and 12.00 midnight, in fact, we have made it less stringent. It used to be that we required 65% of the fleet to be available, to be in service, actually this was reduced to 60%. But I very much appreciate Mr Ang's kind offer, and we certainly will follow up with him to understand the ridership and demand patterns better.”
“Their gross monthly earnings correspondingly are also about one and a half times. One of the most significant impacts of the Taxi Availability standards has been to bring about a reversal of the declining trend of share of two-shift taxis. What it would seem to suggest to us is that not all but many more of the drivers are using a relief driver so that they are able to meet the Taxi Availability standards because the standards apply to the taxi, not to the driver.”
“Thank you, Mdm Chair, for giving me this opportunity to clarify a question which hon Member Mr Ang had asked. Mr Ang had asked why the daily ridership for taxis in fact did not seem to have grown last year. I apologise for not having the numbers with me earlier on. I do now, and I think it is quite useful to follow up on his question. Page: 115 The daily ridership for taxis in 2013 was 967,138. The corresponding taxi fleet size in 2013 was 27,695. What that means is that if you use ridership per day per taxi in the peak, it is 34.9. I just crunched out some numbers quickly. If we look at the equivalent numbers last year, what we find is that the daily ridership per taxi in 2012 was 34.2. So, 34.9 this year, 34.2 last year, it is a growth of 2%. A growth of 2% over the course of one year will not seem to be very low. It is still a growth. But the answer to the Member's question is that really we do not know to what extent we can look at these numbers to draw conclusions about taxi demand. That is because the ridership does not give us an indication of the distance travelled or other changes in travel patterns. In fact, I have the figures with me dating back 10 years. I randomly picked another year, 2010, when there were no taxi availability standards whatsoever. And it turns out that the daily ridership per taxi was also 34.9 – what it is this year – which means that, frankly speaking, this number does not tell us as much as we hope it might. What is probably a better indication of how the taxi availability standards are affecting the drivers would be to look at the gross monthly earnings. I have shared with Members earlier that if we look at two-shift taxis versus one-shift taxis, two-shift taxis cover about one and a half times the mileage of one-shift taxis.”