STATUTES (MISCELLANEOUS AMENDMENTS) (NO. 2) BILL

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STATUTES (MISCELLANEOUS AMENDMENTS) (NO. 2) BILL: Order for Second Reading read.

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The Second Minister for Finance (Mr Lim Hng Kiang): Mr Deputy Speaker, Sir, I beg to move, "That the Bill be now read a Second time."

Sir, the Bill comprises amendments to three Acts, namely the Accountants Act, the Companies Act and the Government Procurement Act.

_Amendments to the Accountants Act
_

Sections 13 and 15 of the Accountants Act set out the procedures for renewing a public accountant's certificate of registration and the conditions for removing the name and particulars of a public accountant from the Register of Public Accountants.

The amendment addresses the following two points. First, it makes clear that the renewal of a certification of registration for a public accountant must be made to the Oversight Committee one month before its date of expiry. Second, it makes clear that the Registrar will have the power to remove the name and the relevant particulars from the Register of Public Accountants if a public accountant certificate has not been renewed one month after its date of expiry.

Amendments to the Companies Act

Inspection of Minute Books

Let me next turn to the amendments to the Companies Act. Section 189 of the Companies Act describes the inspection of minute books by members. The current provision erroneously requires companies to provide its members access to all proceedings of general meetings, as well as meetings of their directors and managers. This was a drafting error.

Section 189 will be rectified to limit members' access only to those minutes of meetings which involve them, namely, the minutes of proceedings of any general meetings and any written resolutions. This

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is consistent with international practice and good corporate governance. The amendment will be backdated to 1st April 2004.

Winding Up Procedure

The second amendment to the Companies Act is to provide for the Court to order the winding up of a company only where there is no member remaining. This follows the recent Companies (Amendment) Act 2004 to allow for the existence of one member companies.

Amendments to the Government Procurement Act

Let me now turn to the amendments to the Government Procurement Act. The amendments in the Government Procurement Act are necessary to bring into effect our Free Trade Agreement (FTA) obligations under the Government Procurement chapters.

Singapore acceded to the World Trade Organisation's Agreement on Government Procurement (GPA) in 1997. Parliament passed the Government Procurement Bill later that year.

The Government Procurement Act and its subsidiary legislation put into law the obligations of the Singapore Government as a party to the WTO-GPA. In our FTAs with fellow GPA members like the United States and Japan, the Government Procurement chapters in these FTAs often incorporate clauses from the WTO-GPA text. It is necessary to expand the scope of the Government Procurement Act so that the relevant subsidiary legislation could be amended to accommodate the lower thresholds and wider range of committed services accorded to partners under our FTAs.

There are two main amendments. First, to expand the scope of the Act by way of amendment to its title to include,

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in addition to the GPA, other international obligations of Singapore relating to public procurements. Second, to amend the definition of "relevant suppliers" in the Government Procurement Act to include suppliers of our FTA partners.

Sir, I beg to move.

Question proposed.

Mr Low Thia Khiang: Sir, I understand that one of the amendments needed in the Companies Act is actually because of a drafting error in the earlier Bill passed by Parliament. I think it was reported in the Business Times. We should all feel embarrassed of passing a Bill with such an error. I would like to know how did the error occur in the first place. How was the drafting process supervised? Was it adequately supervised? What steps are taken now to make sure that such mistakes will not happen again? I would like the Minister to clarify these points.

Mr Lim Hng Kiang: Mr Deputy Speaker, it was indeed an error and an oversight. What happened was that when we put up the draft Bill for public consultation, everything was in order. But later on, when we took in the feedback from the various comments, there were some amendments to the various sections and, in particular, the drafting error came about when section 188 was amended as part of the amendment Act to require a company to keep minute books containing all resolutions passed by written means, declarations and resolutions made by the company. Then a subsequent amendment was also made to section 189, and in that amendment, it required certain documents kept in the minute books to be made available to shareholders for inspection or purchase. However, because section 189 also made reference to section 188, therefore an unintended result of the amendment was that section 188 now required the company to also make available for inspection by any member

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minutes of all proceedings of general meetings as well as meetings of the directors and managers. So that was how the mistake was made.

Mr Low Thia Khiang: Clarification, Sir. How did the drafting error occur in the first place? The Minister has explained how it happened. But, I suppose, officers in the AG's Chambers are all legally trained. Is the amendment very complicated? Is there any other additional step taken now to prevent such things from happening again, ie, an additional process of checking before presenting it to Parliament?

Mr Lim Hng Kiang: As I explained, when they made the amendments to section 188, that amendment was correct. But they did not realise that section 189 also referred to section 188. Therefore, when you now allow members to have access to the minutes of meetings, and section 189 says that minutes of all meetings are also covered in section 188, then it also includes all the other meetings like the directors' meetings and management meetings. That was how the oversight came about. So it was just the drafters' error in not detecting that when they made amendments to section 188, they should check what were the other references to section 188 which also had these consequential amendments.

Question put, and agreed to.

Bill accordingly read a Second time and committed to a Committee of the whole House.

The House immediately resolved itself into a Committee on the Bill. - [Mr Lim Hng Kiang].

Bill considered in Committee; reported without amendment; read a Third time and passed.