Criminal investigations in Singapore are a serious matter that can have severe consequences for individuals and companies alike. As a director, one has a legal and ethical responsibility to cooperate fully with the authorities conducting the investigation. However, it is also important to take steps to protect oneself and their company from any potential negative fallout from the investigation.
Section 154 (1) of the Companies Act, 1967 provides for disqualification to act as director on conviction of certain offences. It provides that:
” A person shall be disqualified to act as a director under the said section if the person is convicted of:
- Any offence (whether in Singapore or elsewhere) involving fraud or dishonesty punishable with imprisonment for 3 months or more;
- Any offence under part XII of the Securities and Futures Act; or the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act, 2001”
Fraud, a type of financial crime, can clearly lead to the disqualification of the director. This would also lead to a loss of reputation for any company if their director is found convicted of any crime.
The company through its board of directors and shareholders can decide whether to act against the director. The board can decide whether to sue for damages, set aside any transactions, claim damages or compensations for financial losses or sue for criminal fines.
Section 157A of the Companies Act, 1967 stipulates that the board is to be deemed responsible for the management of a company and is to act in accordance with the duties assigned to a director as per the law. Failure to comply with the provision will result in a lawsuit and a penalty.
In any case, if the director is facing criminal charges, then it would have a serious effect on his career since removal from the company would not be taken as a surprise. Not only that, the director can also face penalties.
What should the Director do?
Similar to any ordinary citizen, the first step the concerned director should take if they are facing a criminal investigation is to seek legal advice. A qualified attorney can help guide the director through the process and advise on his rights and responsibilities. They can also represent in any court proceedings that may result from the investigation.
It is important to remember that directors enjoy the common right to remain silent and to have an attorney present during any questioning unless otherwise provided by law. Directors should exercise this right if they are unsure about how to answer a question or if they believe that the answer may incriminate them.
A director has the responsibility to cooperate fully with the authorities conducting the investigation. This may include providing any requested documentation or information and making himself available for questioning. It is important to be transparent and honest with the authorities and to provide them with any information they request in a timely manner.
If the investigation results in criminal charges being brought against the director, he may be subject to prosecution and may face penalties such as fines or imprisonment. Additionally, the investigation and any subsequent court proceedings can also have a negative impact on his reputation and the reputation of the company. It is important to have a good public relations strategy in place to mitigate any potential damage to reputation.
In conclusion, criminal investigations in Singapore are a serious matter that requires careful attention and a strategic approach. As a director, it is important to seek legal advice, cooperate fully with the authorities, and take steps to protect the company from any potential negative fallout.
A criminal conviction will also lead to disqualification, not only from the present company, but also from subsequent companies, as any person convicted in Singapore or elsewhere of any offence having fraud or dishonestly punishable with imprisonment for 3 months or more will be disqualified from being a director and will be deemed unfit to be the director of any company in Singapore (as per Section 154(1)) of the Companies Act 1967).
Please note that this article does not constitute express or implied legal advice, whether in whole or in part. For your Free First Consultation or if you simply require more information, email us at info@silvesterlegal.com.
