FORM A
(For use by an individual applicant
and authorized institution concerned)
APPLICATION FOR APPROVAL
TO BECOME A CHIEF EXECUTIVE/
ALTERNATE CHIEF EXECUTIVE/ DIRECTOR
OF AN AUTHORIZED INSTITUTION
UNDER SECTION 71 OF THE BANKING ORDINANCE
PART ONE: GENERAL
1. The individual applicant should fill in this application form and sign the Declaration in Part Three.
2. The authorized institution concerned should review the information provided by the applicant in this form and take reasonable steps (see Note (1)) to verify the completeness and accuracy of the information before signing the Certificate in Part Four. The Certificate should be signed by the Chief Executive or Alternate Chief Executive of the authorized institution.
3. Please affix a recent passport size photograph on the space provided on the right.
4. If there is insufficient space to complete your answer to any question, please continue on a separate sheet, specifying the question to which the sheet relates and adding your signature.
5. Please note that the Monetary Authority will perform various vetting procedures in respect of your application, and under certain special circumstances may request you to call at the Certificate of No Criminal Conviction Office of the Hong Kong Police Force for fingerprinting.
6. In this questionnaire:
(i) Chief executive, in relation to an authorized institution, means the chief executive appointed under section 74 of the Banking Ordinance.
(ii) Director includes any person who occupies the position of director, whatever the title of his office.
(iii) “Controller”, in relation to a company means any person who is -
(a) a minority shareholder controller;
(b) a majority shareholder controller; or
(c) an indirect controller, of the company.
“indirect controller” means any person in accordance with whose directions or instructions the directors of the company or of another company of which it is a subsidiary are accustomed to act:
provided that a person shall not be deemed to be a person in accordance with whose directions or instructions the directors of a company are accustomed to act by reason only that the directors of the company act on advice given by him in his professional capacity;
“majority shareholder controller” means any person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, more than 50% of the voting power at any general meeting of the company or of another company of which it is a subsidiary;
“minority shareholder controller” means any person who, either alone or with any associate or associates, is entitled to exercise, or control the exercise of, 10% but not more than 50% of the voting power at any general meeting of the company or of another company of which it is a subsidiary.
MA(BS)5A revised July 2006
(iv) “Associate”, in relation to a person entitled to exercise, or control the exercise of, voting power in relation to, or holding shares in, a company, means any other person in respect of whom that first-mentioned person has an agreement or arrangement, whether oral or in writing, express or implied, with respect to the acquisition, holding or disposal of shares or other interests in that company or under which they act together in exercising their voting power in relation to it.
(v) Monetary Authority means the Monetary Authority appointed under Section 5A of the Exchange Fund Ordinance (Chapter 66).
PART TWO: INFORMATION ON THE APPLICANT
1. Name of authorized institution to which this application is connected.
2. Please state the capacity for which you are applying for the Monetary Authority’s approval. (If you apply to become an Independent Non-Executive Director (“INED”), you are required to submit a declaration to the authorized institution specified in question 1, with a copy to the HKMA, stating that you are not aware of any issues or circumstances which may affect your role as an INED of the authorized institution. Reference can be drawn to the criteria set out in the Listing Rules paragraph 3.13. In assessing the independence of an INED, the HKMA may also take into account relevant international standards[1] and other local rules, where appropriate.)
3. Please fill in the following personal particulars.
Surname (in English)Forenames (in English)
Name in Chinese (if any)
Chinese character code number (if any)
Any previous name(s) by which you have been known
HK Identity Card Number
Passport Number / Issuing country *
Date of birth (dd/mm/yyyy)
Place of birth
Nationality, and how it was acquired (e.g. birth, naturalization, marriage)
* Only applicable to applicants with no Hong Kong Identity Card
4. Please provide information for your address(es).
Your previous residential address(es) during the last 3 years
5. Please describe the particular duties and responsibilities attaching to the position which you hold or will hold. If you are completing this form in the capacity of director or prospective director, indicate whether, in your position as director, you have or will have executive responsibility for the management of the institution’s business.
6. In carrying out your duties or exercising voting power will you be acting on the directions or instructions of any other person? If so, give particulars.
7. In how many shares (including share options) in the institution are you beneficially interested? You should include shares owned by your spouse, child(ren) under the age of 18 and corporation(s) in which you have control. A corporation is deemed to be controlled by you if you control one-third or more of the voting power at any general meeting of the corporation, or if the corporation or its directors are accustomed to act in accordance with your directions. If in doubt please consult with the HKMA.
8. What proportion of the voting power at any general meeting of the institution are you, whether alone or in concert with others, entitled to exercise or control the exercise of?
9. Please state your professional and academic qualifications and the years in which they were obtained:
Professional and academic qualifications / Issuing institutions / Dates obtained10. Present occupation or employment and occupations and employment during the last 10 years, including the name of employer, the nature of the business, the position held and relevant dates.
Details of employment / 1(Present employment) / 2 / 3
(i) Name of employer/ corporation
(ii) Principal business address
(iii) Nature of business
(iv) Capacity in which employed
Details of employment / 1
(Present employment) / 2 / 3
(v) Commencement date of employment
(vi) Date of termination of employment (if applicable) / N.A.
(vii) Reasons for termination of employment / N.A.
11. Of what bodies corporate are you now a controller, director, chief executive or manager? If you are a controller of any such bodies corporate, indicate in what sense you are a controller (by reference to Part One 6(iii)).
12. Of what bodies corporate (other than the institution and those listed in answer to Question 11) have you been a controller, director, chief executive or manager at any time during the last 10 years? Give relevant dates.
13. Have you been convicted in Hong Kong or elsewhere of any offences (excluding traffic or littering offence)? If so, please give particulars.
14. Have you, in Hong Kong or elsewhere, been censured, disciplined or publicly criticised by any regulatory authority or professional body to which you belong or belonged or have you ever held a practising certificate subject to conditions? If so, please give particulars.
15. Have you been concerned with the management or conduct of affairs of any institution which has been censured, disciplined, or publicly criticized or whose authorisation has been revoked by any regulatory authority in Hong Kong or elsewhere? If so, please give particulars.
16. Have you, or has any body corporate, partnership or unincorporated institution with which you are, or have been, a controller, director, chief executive or manager, been the subject of an investigation, in Hong Kong or elsewhere, by or at the instigation of a government department or agency, professional association or other regulatory body? If so, please give particulars.
17. Have you been a controller, director, chief executive or manager of any body corporate, partnership or unincorporated institution which has been wound up or adjudicated bankrupt by court while you were associated with it or within one year after you ceased to be associated with it? If so, please give particulars.
18. Have you been a controller, director, or otherwise concerned in the management, of any authorized institution which has been wound up by a court or whose licence or registration, as the case may be, has been suspended or revoked while you were associated with it or within one year after you ceased to be associated with it? If so, please give particulars.
19. Have you been, or are you presently, or do you expect to be the subject (i.e. plaintiff, defendant or being joined as a third party) of any legal proceedings (excluding matrimonial proceedings) in Hong Kong or elsewhere? If so, please give particulars.
20. Have you, in Hong Kong or elsewhere, been dismissed or requested to resign from any office or employment, subject to internal investigation or disciplinary proceedings by your employer or barred from entry to any profession or occupation? If so, please give particulars.
21. Have you failed to satisfy any judgement debt under an order of a court in Hong Kong or elsewhere or made any compromise or arrangement with your creditors within the last 5 years? If so, please give particulars.
22. Have you been adjudicated bankrupt by a court in Hong Kong or elsewhere, or has a bankruptcy petition ever been served on you? If so, please give particulars.
23. Does the body corporate listed in the answer to Q10 in relation to your present employment undertake any material business with the institution? Please provide information on the amount and nature of such businesses if they may conflict with your performance of the functions for which approval is now sought.
24. Do you, your spouse or any firm or company in which you or your spouse are interested as sole proprietor, partner, director, controller, chief executive or manager undertake material business with the institution? Please provide information on the amount and nature of such business if they may conflict with your performance of the functions for which approval is now sought.
25. Are you aware of any other situation or relationship which may conflict with your performance of such functions or are you aware of any other information which may assist the Monetary Authority in reaching a decision on the application? If so, please give particulars.
PART THREE: DECLARATION OF THE APPLICANT
1. I certify that I have read section 72A of the Banking Ordinance (the text of which is set out in Note (2)). I am aware that it is an offence to provide any information which I know or reasonably ought to know to be a false or misleading representation for the purposes of S.72A(2).
2. I certify that the information given above is complete and accurate to the best of my knowledge, information and belief and that there are no other facts relevant to this application that should be brought to the attention of the Monetary Authority.
3. I undertake to notify the Monetary Authority as soon as possible of any material changes to the completeness or accuracy of the information given above or which are relevant to this application.
Applicant’s
Full Name:______
(in block letters)
Signature:______Date:______
PART FOUR: CERTIFICATE OF THE AUTHORIZED INSTITUTION
1. We, the authorized institution referred to in question 1 of Part Two (“Authorized Institution”), certify under section 63(2) of the Banking Ordinance that to the best of our knowledge and belief the information given above by the applicant is complete and accurate and there are no other facts relevant to this application that should be brought to the attention of the Monetary Authority.
2. We undertake to notify the Monetary Authority of any material changes to the completeness or accuracy of the information given above that come to our knowledge as soon as possible.
Name of the authorized
signatory of the
Authorized Institution*:______Position held:______
(in block letters)
Signature:______Date:______
* The Certificate should be signed by the Chief Executive or Alternate Chief Executive of the authorized institution, other than the applicant.
Notes to Form A
1). Reasonable due diligence steps
In relation to the nature and extent of due diligence to be exercised by the authorized institution (“AI”) (see Part One (2)), an AI is expected to review the information provided in the application form and documents evidencing the applicant’s academic, professional and industry qualifications, and to carry out sufficient enquiries same as those set out in section 4.2 of the Guideline on “Systems of Control for the Appointment of Managers” (CG-2), for it to be satisfied that the applicant fit and proper for the position applied for in the light of circumstances of each particular case.
The MA recognizes that sometimes information about the applicant may be difficult to obtain. AIs are requested to adopt a best-efforts basis. In cases where the applicant may not be able to provide a reference of current employment until his application is approved by the MA, the AI may require the applicant to provide his/her own personal records, and sign a statement declaring whether he/she is currently subject to any disciplinary action or investigation. Where there is adverse information concerning the applicant, it would be helpful for the AI to provide its own commentary or rationale for supporting the application.