Cap 155 s 53C Powers of Manager (BANKING ORDINANCE)

Contents of Section

Chapter:	155	Title:	BANKING ORDINANCE	Gazette Number:
Section:	53C	Heading:	Powers of Manager	Version Date:	30/06/1997

(1) Subject to the primary objective or objectives with which he shall comply, the Manager of an authorized institution-

(a) may do all such things as may be necessary for the management of the affairs, business and property of the institution; and

(b) without limiting the generality of paragraph (a), shall have, and may exercise, in respect of that institution, all the powers specified in the Ninth Schedule.

(2) The Manager of an authorized institution may require any person who has ceased to be or who is still a chief executive or director of the institution by virtue of section 53B(1) or (2), as the case may be, to submit such information in relation to the affairs, business and property of the institution as the Manager may reasonably require for the discharge of his duties or the exercise of his powers in respect of the institution, and such information shall be submitted within such period and in such manner as the Manager may require.
(3) Subject to subsection (4), the Manager of an authorized institution may-

(a) if the institution is incorporated in Hong Kong-

(i) appoint any person (including a person referred to in section 53B(1)(a)) to be a chief executive or director of the institution, whether to fill a vacancy arising from the operation of section 53B(1)(a) or otherwise;

(ii) at any meeting of the members of the institution, move any resolution which is seconded by a member or which has the approval of the Monetary Authority;

(iii) at any meeting of the directors of the institution, move any resolution which is seconded by a director or which has the approval of the Monetary Authority;

(iv) call any meeting of the members, directors or creditors of the institution;

(b) if the institution is incorporated outside Hong Kong, appoint any person (including a person referred to in section 53B(1)(b)) to be a chief executive in respect of the business in Hong Kong of the institution, whether to fill a vacancy arising from the operation of section 53B(1)(b) or otherwise;

(4) The Manager of an authorized institution shall not exercise any power conferred on him under subsection (3)(a)(i), (ii) or (iii), (b) or (c) except with the approval of the Monetary Authority.
(5) Section 71(1) shall not apply to any appointment made pursuant to subsection (3)(a)(i) or (b).
(6) An authorized institution is not required to give any notice to the Monetary Authority pursuant to section 72A(2A) as a consequence of any appointment, or the revocation of any appointment, made pursuant to subsection (3)(a)(i), (b) or (c).
(7) During the period for which a direction given under section 52(1)(C) is in force in respect of an authorized institution, any power conferred on-

(a) the institution or a member, director, chief executive, manager or officer of the institution, whether by-

(i) this Ordinance or the Companies Ordinance (Cap 32);

(ii) the memorandum or articles of association (including, in the case of an authorized institution incorporated outside Hong Kong, the equivalent, in the place where it is incorporated, of the memorandum or articles of association); or

(iii) any other instrument under which it is incorporate;

(b) if the institution is incorporated outside Hong Kong, any relevant office-holder,

which could be exercised in such a way as to interfere with the exercise by the Manager of the institution of his powers is not exercisable except with the consent of the Manager, which consent may be given either generally or in any particular case.
(8) For the avoidance of doubt, it is hereby declared that during the period for which a direction given under section 52(1)(C) is in force in respect of an authorized institution incorporated outside Hong Kong, where there is any conflict or inconsistency between-

(a) a direction given by the Manager of the institution (including a direction to a person referred to in paragraph (b)); and

(b) a direction given by a member, director, chief executive, manager or officer of the institution or any relevant office-holder,

in relation to the affairs, business and property of the institution, the direction referred to in paragraph (a) shall, to the extent of the conflict or inconsistency, as the case may be, prevail over the direction referred to in paragraph (b).
(9) Subject to the primary objective or objectives with which he shall comply, in exercising his powers the Manager of an authorized institution shall be deemed to act as the institution's agent and, in relation thereto, section 9 of the Prevention of Bribery Ordinance (Cap 201) shall apply to-

(a) the Manager acting as such agent; and

(b) any person who offers an advantage, within the meaning of that Ordinance, to the Manager acting as such agent,

as if subsections (4) and (5) of that section were omitted.
(10) A person dealing with the Manager of an authorized institution in good faith and for good consideration is not concerned to inquire whether the Manager is-

(a) acting within his powers;

(b) complying with the primary objective or objectives.

(11) With the prior approval in writing of the Monetary Authority, the Manager of an authorized institution may, with or without restrictions as he thinks fit, delegate in writing to any person any of the duties and powers imposed or conferred on a Manager under this Ordinance except any such duty or power which he may not discharge or exercise, as the case may be, by virtue of a notice under section 52(3G).
(12) A delegate of the Manager of an authorized institution-

(a) shall discharge the delegated duties and may exercise the delegated powers as if the delegate were the Manager; and

(b) shall be presumed to be acting in accordance with the terms of the delegation in the absence of evidence to the contrary.

(13) Any person who fails without reasonable excuse to comply with any requirement under subsection (2) commits an offence and is liable-

(a) on conviction upon indictment to a fine at tier 7 and to imprisonment for 2 years and, in the case of a continuing offence, to a further fine at tier 3 for every day during which the offence continues; or (Amended 4 of 1997 s. 27)

(b) on summary conviction to a fine at tier 5 and to imprisonment for 6 months and, in the case of a continuing offence, to a further fine at tier 2 for every day during which the offence continues. (Amended 4 of 1997 s. 27)

(14) Any person who signs any document for the purposes of complying with any requirement under subsection (2) which he knows or reasonably ought to know to be false in a material particular commits an offence and is liable-

(a) on conviction upon indictment to a fine at tier 8 and to imprisonment for 2 years; or (Amended 4 of 1997 s. 27)

(b) on summary conviction to a fine at tier 5 and to imprisonment for 6 months. (Amended 4 of 1997 s. 27)

(15) Any person who produces any book, account, document, security or information for the purpose of complying with any requirement under subsection (2) which is false in a material particular commits an offence is liable-

(a) on conviction upon indictment to a fine at tier 8 and to imprisonment for 2 years; or (Amended 4 of 1997 s. 27)

(b) on summary conviction to a fine at tier 5 and to imprisonment for 6 months. (Amended 4 of 1997 s. 27)

(16) In this section, "relevant office-holder" (有關人員), in relation to an authorized institution incorporated outside Hong Kong, means any person acting-

(a) in relation to the institution; and

(b) in a place outside Hong Kong,

in any office similar to that of-

(i) a liquidator, provisional liquidator, receiver or manager under the law of insolvency in Hong Kong;

(ii) an administrator under the law of insolvency in the United Kingdom;

(iii) an office specified in a notice under subsection (17) to be an office for the purposes of this definition.

(17) The Financial Secretary may, by notice in the Gazette, specify an office to be an office for the purposes of the definition of "relevant office-holder".
(18) It is hereby declared that a notice under subsection (17) is subsidiary legislation.

(Added 49 of 1995 s. 15)