Hong Kong Ordinances

BANKING ORDINANCE - SECT 53C

Powers of Manager

(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;

   (c)  revoke any appointment to which section 53B(2) applies or made
        pursuant to paragraph (a)(i) or (b).

(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)

(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.