Act · 1999 Revised Edition
National Bank of Brunei; National Finance Sendirian Berhad Act
Rules for a national bank and a national finance companyOfficial textFrom Attorney General's Chambers, unchanged
s 8
Continued use of property 9.
Safeguarding assets and avoidance of transactions 10.
Share capital etc.
s 12
Government Guarantee 13.
Jurisdiction of Court of Magistrate 14.
Sanction to prosecute 15.
Protection of Government etc.
B.L:R.O.l/1999
2
National Bank of Brunei Berhad;
National Finance Sendirian Berhad 16.
Power to make regulations 17.
Saving 18.
Prohibition against former director or officer
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 3
NATIONAL BANK OF BRUNEI BERHAD ;
NATIONAL
FINANCE SENDIRIAN
BERHAD ACT
This Act may be cited as the National Bank of
Citationand
Brunei Berhad ; National Finance Sendirian Berhad Act.
application
This Act and any regulation made hereunder shall, subject to any limitation expressly imposed thereon by the terms hereof, apply to all persons, notwithstanding they may not be citizens or residents of Brunei Darussalam.
s 2In this Act, unless the subject or context otherwise
Interpreta-requires -
tion
"Bank" means National Bank of Brunei Berhad, a company incorporated in Brunei Darussalam;
"commencement"
means commencement of this Act;
"connected person" means any person whom the
Controller shall determine or deem to be a connected person for the purposes of this Act and may include -
the date of
any person who at any time prior to commencement controlled or was concerned with the control or the management of the business and/ or affairs of the Bank or the Finance
Company whether directly or indirectly, in whole or in part, by operation of law, by contractual
4
National Bank of Brunei Berhad;
National Finance Sendirian Berhad right, by virtue of familial relationship, by arrangement
(trust or other) or otherwise and irrespective of the manner in which such control or concern arose. or was exercised;
any person who has at any time had an interest in the share capital of the Bank or the
Finance Company;
any person who at any time prior to commencement was a director, banker, auditor, legal or other adviser or employee of the Bank or the Finance Company;
any person who has at any time had or continues to have in his possession or under his control any asset belonging to or financed by the
Bank or the Finance Company;
any person who upon commencement is indebted to the Bank or the Finance Company;
any person who has lent money to or deposited money with the Bank or the Finance
Company, whether or not the same remains outstanding upon commencement;
any person whom the Controller believes to possess any knowledge or information relating to the business dealings, affairs or assets of the
Bank or the Finance Company;
any relative of any person referred to in paragraph (a), (b), (c), (d), (e), (j) or (g) ;
any company
of which any person referred to in paragraph (a), (b), (c), (d), (e), (j),
or (h) is a director or officer; (ii) over which
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 5
any such person has control
(construed in accordance with paragraph (a)) ; or (iii) in any shares in the share capital of which any such person is interested, in each case upon commencement; and
any person in any other way connected or associated with or related to any person referred to in paragraph (a), (b), (c), (d), (e), (f), (g), (h) or
;
"document"
includes any paper, card, storage medium (magnetic or other) or other material or substance on or in which is written, printed, typewritten, lighographed, marked, captured, re-presented, reproduced or otherwise recorded or expressed any letter, figure, mark or any other visible, pictorial or audible representation;
"excluded person" means any person whom the
Controller may from time to time designate as an excluded person for the purposes hereof;
"Finance
Company"
means National
Finance
Sendirian Berhad, a company incorporated in
Brunei Darussalam;
"former director" means any director of the Bank or the Finance
Company who ceased to be director in accordance with section 5(2) ;
"former officer" means (a) any person removed from office by section 5(2) ; and (b) any person who was accustomed to act or did act in accordance with the instructions of any person removed from office by section 5(2) ; and (c) any person in accordance with whose instructions any person removed from office by section 5(2) was
6
National Bank of Brunei Berhad;
National Finance Sendirian Berhad accustomed or did act; and (d) any other person who immediatelyprior to commencementwas an officerof the Bank or the Finance Company;
"passport"
means any document issued by a competent authority whetherin BruneiDarussalam or otherwise granting permission to the person specifiedin it to travel and authenticating his right to protection and shallincludeany documentwhich establishesthe identity of the holder;
"person"
includes an individual, body, company, corporation, sole trader, firm, joint venture, asso-ciation, trust, syndicate, group, organisation, entity or a partnership of all or any of the foregoing, in each case whether or not having separate legal personality;
"public officer" has the meaning ascribed thereto in the Constitution of Brunei Darussalam;
"relative" in relation to any person includes-
any spouse or any former spouse of such person;
any brother or sister of such person;
any brother or sister of any spouse or any former spouse of such person;
any lineal ascendant or descendant of such person;
any lineal ascendant or descendant of any spouse or any former spouse of such person;
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 7
any spouse or any former spouse or any person referredto inparagraph (b),(c),(d)or (e);
any lineal ascendant or descendant of any person referred to in paragraph (b), (c) or (j) ;
"the Controller" means the person appointed by His
Majesty the
Sultan and
Yang
Di-Pertuan as
Controller of the Bank and the Finance Company for the purposes of this Act;
"the Minister" means the Minister of Finance.
s 3
The powers, duties and functions ofthe Controller under this Act shall be exerciseable by the Controller and/ or by any employee or officer or agent or adviser (including professional adviser) of the Ministry of Finance or any other public officer to whom, in each case, the Controller shall have delegated such powers, functions or duties. Accordingly, the expression "the
Controller"
when used herein shall also include any such delegate.
Exerciseof powers, duties and functions of the
The Controller may investigate or enquire into the
Powersof business and affairs of the Bank, the Finance Company or any investigation connected person.
For the purpose of any investigation or enquiry under section 4(1), the Controller may -
enter and search any office, place of business or residence, and inspect any book or other document whatsoever, of the Bank, the Finance Company or any connected person;
require the Bank, the Finance Company or a connected person to produce to him any account, book or other document whatsoever within the custody or control thereof;
8
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
by notice in writing require any person whether or not a connected person to appear before him in order to answer any question as may be asked of such person in relation to the business or affairs of the Bank or of the Finance Company and may require that such answers be given on oath or affirmation;
and
seize, take possession of and retain for such time as the Controller may deem necessary any object, article, material or thing, or any account, book or other document whatsoever relating to the Bank, the Finance Company or any connected person; and /
or
if a connected person is an individual, search him, provided alwaysthat wheneverit is necessaryto cause a woman to be searched, the search shall be made by another woman; and
seize, take possession of and retain for such time as the Controller may deem necessary the passport of any connected person.
In conducting any examination under section 4(2)(c), the person conducting such examination may cause the proceedings of such examination to be recorded in writing.
Any record of an examination made pursuant to section 4(3) shall be clearly read to and signed by the person examined, provided that if the person examined refuses to sign such record, the person conducting the examination shall endorse thereon under his hand the fact of such refusal and the reason thereof, if any, given by the person examined.
Any finding, investigation report, examination record or other document relating to an investigation or enquiry under this Act shall, notwithstanding any other
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 9
written law or rule of law relating to evidence, be admissible in any proceeding under this Act or otherwise.
The Controller may-
grant permission to any person to have access to anything seized or of which possession is taken during the course of an investigation or enquiry under this Act; or
disclose or make available to any police officer or public officer any finding, investigation report, examination record or other document relating to an investigation or enquiry under this Act.
If the Bank, the Finance Company or any person fails to comply with any requirement or refuses to answer any question which in any case is made or posed by the Controller in the exercise of his powers under the provisions of this section 4, such person shall be guilty of an offence:
Penalty, imprisonment for 2 years and a fine of $10,000.
Whether or not any investigation or enquiry under section 4(1) has been commenced, any person who shall-
conceal, hide, destroy or alter any object, article, material or thing, or any account, book or other document or any entry therein, of or relating to the Bank, the Finance Company or any connected person or the business or affairs thereof;
send any thing referred to in paragraph (a) out of Brunei Darussalam;
or
sell, dispose of, charge, pledge, transfer or otherwise deal with or dissipate or remove from or send out of Brunei Darussalam, any money, property or asset belonging to or secured in favour of the Bank, the Finance Company or any connected person,
BLR.Q.1/ 1999
10
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
Management ofthe Bank and the
Finance
Company such person shall be guilty of an offence:
Penalty, imprisonment for 2 years and a fine of $10,000.
Any person whowilfullymakesany falsestatement inanswerto a questionaskedofhimunder section4(2)(c)shall be guiltyof an offence: Penalty,imprisonmentfor a term of2
years and a fine of $10,000.
Any person who wilfully obstructs the Controller in the exercise of powers under this section shall be guilty of an offence: Penalty, imprisonment for 2 years and a fine of
$10,000.
Management and control of each of the Bank and the Finance Company is hereby vested in the Controller as from commencement. Such management and control shall so vest in all respects without restriction together with all rights, privileges and advantages attaching thereto. The Controller shall thenceforth be entitled to exercise management and control of each of the Bank and the Finance Company to the exclusion of all other persons as if all rules of law had been complied with and everything necessary had been done to render such vesting fully effective.
Upon commencement, all those persons who, immediately before commencement were directors of the Bank or the Finance Company shall cease to be directors thereof without any right to compensation from any person, and all such persons who also held executive offices in the Bank or the Finance Company shall simultaneously cease to hold those offices without right to compensation from any person.
The Controller is hereby ap~ointed as chairman and a director of each of the Bank and tile Finance Company and shall hold each of those offices until an appointment is made to it under subsection (5).
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 11
The Minister may, from time to time, appoint other persons as directors of each of the Bank and the Finance
Company and may revoke such appointments.
The Minister may, from time to time, appoint another director of the Bank or the Finance Company as the chairman thereof in place of the Controller and may revoke such appointment.
Any person duly appointed as a director under section5(3)or 5(4)shallbe treated for allpurposesas ifhehad beenappointed at a generalmeetingof theBankor, asthe case may be, the Finance Company as a director thereof.
The Minister may give to the directors of each of the Bank and the Finance Company such directions as he may consider necessary or expedient in the public interest as to the exercise and discharge of their powers, duties and functions.
Upon commencement, that firm
.which, imme-diately before commencement acted as auditor of each of the
Bank and the Einance Company shall cease to be auditor thereof without any right to compensation and the Controller shall appoint a firm in replacement therefor.
Each former officer and the former auditors shall
Liability of remain liable for all his or their acts and omissions in respect
~=:s and of the period prior to commencement.
auditors
. If it appears to the Controllerthat at any timeprior to commencement any business of either the Bank or the
Finance Company was carried on with intent to defraud any person or for any fraudulent purpose, the High Court, on the application of the Controller, may, if it thinks proper so to do, declare that any person who was knowingly party to the carrying on of business in the aforesaid manner shall be personally responsible, without any limitation of liability (a)
for all or any of the debts or other liabilities of the Bank or the
12
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
Finance Company as the High Court may direct; and (b) to reimburse and indemnify each of the Bank and the Finance
Company for and against all losses suffered by it as a result thereof.
Freezingof accounts etc.
Any person who was knowingly party to the carrying on of business in the manner described in section 6(2)
shall also be guilty of an offence: Penalty, imprisonment for 10 years and a fine.
Subject to section 7(2), neither the Bank nor the
Finance
Company shall from commencement make any payment to any person in respect of any loan ma~e by such person to or any balance standing to the credit of any account held by such person with the Bank or, as the case may be, the
Finance Company.
Section 7(1) shall not c;lpplyto -
all or any sum credited to an account of any person during the period from the ninetieth day prior to commencement to the tenth day after commencement by such person's employer in respect of such person's wages or salary or other amounts owing to such person arising from his employment;
all or any sum credited to a current account of any person in the ordinary course of business, pro-vided that such account is utilised by such person in the operation of a lawful business carried on in Brunei
Darussalam;
and
all or any sum owed by the Bank or the
Finance Company to or credited to any other account or accounts at the Bank or the Finance Company of any natural person resident in Brunei Darussalam up to in each case the aggregate amount of $1,000
provided that this exclusion shall not apply to any sum owed to or credited to any account of an excluded person.
'National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 13
Without limiting the generality of section 7(1) and in addition thereto but subject! to section 7(2), from commencement-
except with the permission of the Controller, no order given or request made by or on behalf of any person (other than the Controller) shall be carried out in so far as such order or request -
would require either the Bank dr the
Finance Company to make any payment or part with any asset; or
would require the Bank or the Finance
Company to make any alteration in the person to whose credit any sum is to be held by it or to whose order any asset is to be held by it ; and
no person shall demand payment of, realise, seek or acquire security for the performance of, dispose of, transfer, seek recovery of or otherwise deal with any obligation which the Bank or the Finance
Company may owe to such person save in any case to the extent that the Controller may permit.
s 8
Where immediately before commencement, any pro-perty, facility or service not being the property of or provided by the Bank or the Finance Company was being used, enjoyed or employed by the Bank or the Finance Company in the carrying on of its business, the Bank or the Finance Company shall, notwithstanding any agreement to the contrary or the operation of any other written law, continue to have the right to use, enjoy or employ such property, facility or service upon the same terms and conditions, subject to section 9(3), as were applicable before commencement.
If either the Bank or the Finance Company has
Safeguarding beforecommencementdisposedof or chargedany of its assets asse.td s and f avO! ance 0
or extended any loan or other financial assistance in each case transactions
14
National Bank of Brunei Berhad;
National Finance Sendirian Berhad to any person, and, in the opinion of the Controller in the light of all circumstances of which he is aware, such disposal or charge or change was not made or such loan or financial assis-tance was not extended in good faith in the ordinary course of business of a financial institution, and a loss to the Bank or the Finance Company has arisen or does or could arise as a result of such disposal, charge, loan or financial assistance, the amount of the loss may be recovered as a civil debt from any former officer, any connected person or any manager or officer of the Bank or the Finance Company who was responsible therefor or from any other person who benefitted therefrom.
Any civil proceeding for the recovery of a civil debt under section 6(2) may be brought by the Controller in the name of and on behalf of the Bank or the Finance Company.
, (3)
If either the Bank or the Finance Company has before commencement entered into a transaction which, in the opinion of the Controller was of such a nature that, as of the time it was entered into, could reasonably have been foreseen to be likely -
to cause a loss to the Bank or, as the case may be, the Finance Company; or
to impose a liability on it greater than any benefit to it, and which, in the opinion of the Controller -
was both an unusual transaction for the
Bank or, as the case may be, the Finance
Company to enter into, having regard to the ordinary course of business of a financial institution, and not reasonably necessary for the purposes of its business having regard to circumstances at the time it was entered into; or
National Bank oj Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 15
was a transaction entered into otherwise than in the ordinary course of business of a financial institution and on such terms or with such a party as to indicate an unreasonable lack of prudence on the part of the Bank or, as the case may be, the Finance Company, having regard to circumstances at the time it was entered into; or
was a transaction which was reasonably likely when entered into, to cause loss to the depositors in or lenders to the Bank or the Finance
Company other than excluded persons or connected persons, and upon commencement, the transaction remains in whole or in part unperformed or unexpired, the Bank or, as the case may be, the Finance
Company shall, if so directed by the
Controller, by notice in writing given to the other parties to the transaction, disclaim that transaction.
Where a notice of disclaimer is given under section 9(3) with respect to any agreement, the agreement shall be deemed to be terminated on the date on which such notice is gIven.
The performance of obligations and the payment of sums alleged by an excluded person or connected person to be owed by the Bank or the Finance Company to such excluded person or connected person shall be subject and subordinate to the prior payment by each of the Bank and the Finance
Company of all of its other indebtedness as of commencement.
The Controller may order any person he believes to be in possession or control of any asset owned by or secured in favour of either of the Bank or the Finance Company to deliver or re-deliver such asset to the Bank or, as the case may be, the Finance Company.
16
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
Share capital etc.
Upon commencement, all rights attaching to all shares or stock in the issued share capital of each of the Bank and its subsidiaries and the Finance
Company shall be suspended until such time as the Controller orders the termination of such suspension.
If, after commencement, a person other than the
Controller would, apart from pursuant to this Act, have-
a right to require the issue of, or to subscribe for or purchase, or otherwise acquire, any shares or stock in the capital of the Bank or the Finance
Company; or
a right to appoint any person, or to be appointed, as a director or other officer of the Bank or the Finance Company; or
a right, whether express or implied, to exercise, whether wholly or in part, any power of control or direction of the Bank or the Finance Company, its management, property, assets or undertaking, that right shall cease except to the extent directed by the
Controller, provided that the cessation of a right of the type referred to in paragraph (a) shall in no way affect an obligation to subscribe for or purchase shares or stock referred to therein.
s 11
From commencement, no action or proceedings shall be proceeded with or commenced against the Bank or the Finance Company except by leave of the Controller and subject to such terms as the Controller may impose.
If, at commencement, any action or proceeding against the Bank or the Finance Company are pending in any
Court, such action or proceeding shall automatically be stayed until such time as the
Controller may order to the contrary.
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
CAP. 156 17
Any attachment, sequestration, distress, execution or other enforcement proceeding against any of the assets, properties or undertaking of either of the Bank or the Finance
Company whether in force at commencement or put in force thereafter shall be automatically stayed until such time as the
Controller may order to the contrary.
For so long as this Act shall remain in effect, neither the Bank nor the Fina~ce Company shall be wound up or put into receivership except by proceedings instigated by the
Controller.
s 12
The Minister may, on behalf ofthe Government, in
Government such manner and on such terms as he considers appropriate,
Guarantee guarantee any payment in respect of any liability of either of the Bank or the Finance Company.
Any sum required to fulfil any guarantee given under this section shall be charged on and raised out of the
Consolidated Fund.
The Bank or, as the case may be, the Finance
Company shall reimburse the Government on demand for any payment made by the Government under any guarantee given under this section and from commencement all of the assets, properties (whether then owned or thereafter acquired) and undertaking of each of the Bank and the Finance Company shall be deemed charged to the Government by way of first fixed legal mortgage with the performance of its obligations under this section.
s 13
Without prejudice to the jurisdiction of the High Court, a Court of Magistrate shall havejurlsdicti~
to try any offence against this Act or any regulation made thereunder, other than an offence under section 6(2) and (3), and notwithstanding the provisions .ofany written law to the contrary, such Court shall have power to impose the penalty or combination of penalties prescribed for any offence under this Act.
Jurisdiction ofCouri of
Magistrate
18
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
Sanctionto prosecute
Protection of
Government etc.
Power to make regulations
s 14Saving
When any person is charged before a Court with an offence under this Act or any regulation made thereunder, no further proceedi~gs in respect thereof shall be taken against him without the consent in writing of the Attorney General, except such as the Court may think necessary by remand whether in custody or otherwise to secure the due appearance of the person charged.
s 15Neither the
Government or the
Minister or the
Controller or any public officer shall be subject to any action, claim or demand by or liability to any person in respect of anything done or omitted to be done in good faith in pursuance or in execution or intended execution of any power, duty or function conferred by this Act or any regulation made thereunder.
The Minister may make regulations providing for the carrying into effect of the purpose and intent of this Act.
If any person contravenes this Act or any regulation or order made or given hereunder, he shall be guilty of an offence, and if no penalty has been prescribed for such offence:
Penalty, imprisonment for 2 years and a fine of
$10,000.
s 17
This Act and each regulation made hereunder shall have effect and be enforceable notwithstanding anything to the contrary or inconsistent herewith or therewith contained in any other written law or any instrument having effect by virtue of any other written law or the memorandum or articles of association of either of the Bank or the Finance Company or any agreement to which either-of the Bank or the Finance
Company may be a party. In any case where the provisions of this Act or any regulation made hereunder conflict or are inconsistent with any of the foregoing, the provisions of this
Act or such regulation shall prevail but otherwise the pro-visions thereof shall continue to apply to each of the Bank and the Finance Company.
National Bank of Brunei Berhad;
National Finance Sendirian Berhad
s 18CAP. 156 19
The Controller may order that any former director or officer shall not be a director or officer of or in any way, whether directly or indirectly, be concerned with or take part in the management of any company for such period, not exceeding five years, as the Controller may consider appropriate.
Prohibition against former director or officer