Constitution

NAME

The name of the Association is “Singapore Sustainable Finance Association”, hereinafter referred to as the “Association”.

PLACE OF BUSINESS

Its place of business shall be at 10 Shenton Way, #12-08 MAS Building, Singapore 079117, or such other address as may subsequently be decided upon by the Executive Committee.

OBJECTS

The objects for which the Association is established are to build and develop the ecosystem for sustainable finance in Singapore by all or any of the following means and by such other means as may from time to time seem expedient in the interest of the Association:

To galvanise the development of sustainable finance in Singapore;
To be a platform designed to facilitate collaboration between all market participants and stakeholders in the sustainable finance ecosystem from financial and non-financial sectors;
To engage with multiple stakeholders to find solutions to issues and to promote the best sustainable finance practices in a collaborative, open, and transparent manner;
To represent the sustainable finance industry and to collaborate with regional and as well as international sustainable organisations;
To work as far as possible in cooperation with other similar associations elsewhere in the world; and
To promote education and training in sustainable finance and build sustainability-related capabilities for the industry in Singapore.

MEMBERSHIP QUALIFICATION AND RIGHTS

There shall be 4 classes of membership in the Association, namely Standing Members, Convening Members, EXCO Members, and General Members. The Association may at any time create different classes or sub-classes of membership, upon approval by a majority of members at an Annual General Meeting or an Extraordinary General Meeting.
The Monetary Authority of Singapore (MAS) will be a standing member of the association. They will be part of the Executive Committee of the association for a three-year term from the launch of operations of the association. They will be eligible for re-election to the Executive Committee upon the expiry of their term. Post their initial term, they will hold office for three years in each term if re-elected.
The Association of Banks in Singapore (ABS) will be a standing member of the association till as decided by the Executive Committee of the association. They will be part of the Executive Committee of the association for a three-year term from the launch of operations of the association.
Convening Members are banks, insurance companies, and capital market entities that are the founding members of the association. They will be part of the Executive Committee of the association for a five-year term from the launch of operations of the association. They will be eligible for re-election to the Executive Committee upon the expiry of their term. Post their initial term, they will hold office for three years in each term if re-elected.
EXCO Members are companies, societies, or bodies that are part of the Executive Committee for a three-year term from the launch of operations of the association. They will be eligible for re-election to the Executive Committee upon the expiry of their term.
General Members are companies, societies, or bodies that are actively involved in sustainable finance activities or that have a strong interest in sustainable finance. They can be nominated for election to the Executive Committee in an Annual General Meeting if there are open positions in the Executive Committee.

APPLICATION FOR GENERAL MEMBERSHIP

A company wishing to join the Association as a general member should submit its particulars to the Director of the Association through a form available on the Association’s website.
Application for general membership shall be circulated to the Executive Committee of the association and objections from committee members shall be submitted within seven days from the date thereof.
Members shall comply with the Constitution and any bye-laws and codes of conduct promulgated or made by the Executive Committee. A copy of the Constitution shall be made available to every approved member.
All memberships of the Association are subjected to a periodic assessment as decided by the Executive Committee to ensure that the membership profile and contributions are aligned with the objects of the association.
The Executive Committee has the power to terminate the membership of any member by giving seven (7) calendar days’ notice if the following applies to the member:

The member does not comply with the bye-laws and codes of conduct of the Association;
The member has not paid the subscription fees prescribed for the respective category of membership or other dues within two (2) months of the date such monies fall due for payment; or
The Executive Committee determines that there are reasonable grounds to terminate the membership of the member.
The member does not clear the periodic membership reviews conducted by the Executive committee.

The Executive Committee may reinstate a member whose membership has ceased or been terminated.

MEMBERSHIP FEES, FUNDS AND OTHER DUES

The Executive Committee shall determine the amount of annual fee payable by the members, vary the amount of subscription payable by different categories and/or sub-categories of members and determine the manner in which such subscription shall be paid.
The subscription shall be paid annually in advance during the month of January in each year by each member to the Association. The Executive Committee may permit a member who joins later than June in any year to pay a proportionate part of the annual subscription.
In addition, the Executive Committee may, as and when it considers it necessary so to do, levy a charge on members in respect of any expenses or outgoings incurred by the Association not covered by members’ subscription and may in any proper case allocate any such expenses or outgoings in any proportions to any one or more members as it may decide.
The funds of the Association shall be vested in and under the control of the Executive Committee who shall receive subscriptions and donations to the funds and shall have the power to pay and employ the same at such times and in such manner and for such purposes as it may in its absolute discretion consider desirable for the benefit of the Association.
The Association’s account shall be kept with such bank or banks as the Executive Committee may determine. All cheques on the Association’s account shall be signed jointly by an appointed representative of the Executive Committee and the Director of the Association.

CESSATION OF MEMBERSHIP

A member shall cease to be a member if:

The member resigns;
Any general meeting of the association shall so resolve;
The Executive Committee shall so resolve by a vote of three-quarters of their number; or
The member or its representative shall have been absent from three consecutive meetings of the Executive Committee without having been excused by resolution of the Executive Committee.

MANAGEMENT OF THE ASSOCIATION

The Association shall be managed by an Executive Committee comprising elected member organisations, each of which shall be represented on the Executive Committee by a C-suite level representative.
The Executive Committee serves as the overall governing body of the Association and its key responsibilities are:

Set the mandate and strategic work plan of the Association;
Prioritise workstreams and provide guidance on workstream targets and deliverables;
Appoint workstream leads and offer expertise to workstreams;
Appoint advisers to guide the work of the SSFA as appropriate;
Approve the budget of SSFA and ensures SSFA meets KPIs of funding set by MAS.

The Executive Committee will elect Co-Chairs from among its members. They will hold office for a term of three years once elected.
Upon expiry of the term of the Executive Committee members, existing members may be re-elected, or new members may be elected to the Executive Committee through election.
Members who are holding positions in the Executive Committee as Co-Chairs cannot stand for re-election for these roles.
Office-bearers including Co-Chairs, and Executive Committee Members of the Association will be elected at a General Meeting, in accordance with the Constitution. The names for the positions on the Executive Committee shall be proposed and seconded by not less than three members of the Association. Notice of such nomination must be received by the secretariat of the Association not less than 40 days before the date of the General Meeting concerned. The secretariat will provide the list of nominees and the various positions open on the Executive Committee to all members not less than 30 days before the general meeting. At the general meeting, an election will follow on a simple majority vote of the members.
Executive Committee members will hold office from the date of the launch of the association or the date of the Annual General Meeting at which they were elected until the date of the Annual General Meeting in the year at which they complete three years of service.

MANAGEMENT OF THE ASSOCIATION APPOINTED OFFICERS

The Executive Committee shall exercise all the necessary powers to ensure the full and proper administration and management of the affairs and property of the Association.
Without limiting the generality of the foregoing, the Executive Committee may exercise the following powers:

To employ at its discretion, to terminate or suspend the employment of any Director, Manager, Officers, and such other employees as the Executive Committee may think fit and to determine their terms of office, power, duties and remuneration;
To appoint Partners;
To appoint and determine the terms of appointment of such agents and professional advisors as the Executive Committee may think fit to assist it in the conduct of its duties hereunder.

DUTIES OF COMMITTEE MEMBERS

The Co-Chairs of the Executive Committee will be the Co-Chairs of the Association and shall, through its representative, chair all Executive Committee and General Meetings of the Association and shall, in the event of a tie, be entitled to a second and casting vote.

QUORUM OF EXECUTIVE COMMITTEE

The quorum shall be at least 50 per cent of the Executive committee and should include at least three members each from Banks, Insurance companies, and Capital Market Entities.

EXECUTIVE COMMITTEE MEETINGS

The Executive Committee shall meet every quarter to carry out the objects of the association.
The Co-Chairs can convene a meeting of the Executive Committee and the Director shall convene a meeting on the request of more than 30 per cent of the Executive Committee.
All decisions taken by the Executive Committee require the affirmative support of a simple majority of Executive Committee members attending an Executive Committee meeting.

WRITTEN RESOLUTION

A resolution in writing signed or initialled by all the members of the Executive Committee shall be as effective as a resolution passed at an Executive Committee Meeting duly convened and held.

ANNUAL GENERAL MEETING

The Annual General Meeting of the Association shall be convened by the Executive Committee not later than the 30th day of June in each year upon a date and at a time and place to be fixed by the Executive Committee for the following purposes:

To receive the Executive Committee’s report and audited balance sheet and working account for the preceding financial year;
To elect new members of the Executive Committee; and
To decide on any resolution which may be duly submitted to the meeting.

NOTICE CONVENING ANNUAL GENERAL MEETING

At least 28 days before the Annual General Meeting a notice of such meeting and of the business to be transacted thereat shall be sent to every member. No business other than that of which notice has been given under this rule or rule 15.2 shall be brought forward at such meeting.
Any Executive Committee member desirous of moving at an Annual General Meeting any resolution in respect of business other than that those already raised in the notice shall give notice thereof in writing to the Director not less than 21 days before the date of such meeting and the Director shall send a copy of such notice to every member not less than 17 days before the date of such meeting.

SPECIAL GENERAL MEETING

The Executive Committee may at any time call a Special General Meeting and shall do so forthwith upon the requisition in writing of not less than 25 per cent of the total voting membership stating the purpose for which the meeting is required. The requisition shall be delivered to the Director who shall forthwith circulate copies thereof to all members. Not less than seven days’ notice of such meeting shall be sent to every member, provided that if the Co-Chairs shall certify the business to be transacted thereat is a matter of urgent importance to the Association and shall use its best endeavours to ensure that in such cases notice is given, whether in writing or otherwise, to as many members as are likely to be able to attend such Meeting, such lesser period of notice as the Co-Chairs shall determine shall suffice and such meeting shall not be invalidated by failure to give notice thereof to all members.

ALTERATION OF RULES

No rule of the Association shall be repealed or altered and no new rule made except by a resolution passed at a Special General Meeting convened for the purpose and of which at least 21 days written notice has been given to all members. Not less than 75 percent of the Executive Committee members attending must vote in favour of the resolution for it to be passed.

QUORUM OF GENERAL MEETINGS

A quorum for any General Meeting shall be 25 percent of the members of the Association present either in person or by representative duly appointed as hereinafter provided. In the event of there being no quorum, the Meeting shall be adjourned to half-an-hour later on the same day and at the same place as originally appointed and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to alter, amend or make additions to any of the existing rules.

VOTE OF GENERAL MEETINGS

At every General Meeting, every member shall be entitled to one vote and shall act and vote only by a senior managerial officer of that member; voting shall be by show of hands unless the Co-Chairs otherwise direct or a ballot is requested. In the event of a tie, the Co-Chairs shall have a second and casting vote.
Each voting member shall have one (1) vote and save as otherwise specified in this Constitution, the relevant bye-laws or required by law, all decisions at the General Meeting shall be passed when a simple majority of voting members present at a General Meeting has voted in favour of the matter.

CONDUCT OF GENERAL MEETINGS

The conduct of all General Meetings shall be at the discretion of the Co-Chairs subject to bye-laws and regulations made in accordance with the provisions of these rules.

COMMITTEES/ WORKSTREAMS

The Executive Committee may from time to time appoint from among its number or from representatives of any of the members of the Association such standing and other committees, workstreams and task forces as it may deem necessary or expedient and may depute or refer to them such of the powers and duties of the Executive Committee as the Executive Committee may determine. Committees and task forces shall conduct their business in accordance with the directions of the Executive Committee.

ACCOUNTS

The Executive Committee shall cause accounts of its receipts and payments to be kept and shall prepare a statement thereof and a balance sheet as at the 31st day of December in every year. A copy of such accounts and balance sheet shall be sent not less than 14 days before the next Annual General Meeting to each member entitled to receive notices of such meeting and shall be considered at such meeting.

AUDIT

23.1 The accounts shall be audited by an auditor appointed annually by Executive Committee Members at the General Meeting.

REPORT

At every Annual General Meeting the Executive Committee shall lay before the Association a report of the work done during its term of office and a copy thereof shall be sent to each member together with the accounts and balance sheet.

NOTICES

Every member shall communicate in writing to the Director any changes in its address or that of its agent and all notices, member accounts and correspondence posted to such address shall be considered as having been duly given the day following such posting to that address. No meeting shall be invalidated by an accidental omission to give notice thereof.

COPIES OF RULES

A copy of these rules and all current bye-laws and regulations shall be delivered to each member upon its election and to any member on demand and every member shall be bound thereby and shall be deemed to have full notice thereof whether it shall or shall not have received a copy.

BYE-LAWS AND REGULATIONS

The Executive Committee may from time to time make, repeal and amend such bye-laws and regulations (not inconsistent with these rules) as it shall think expedient for the management and well-being of the Association and its members and for the implementation of the objects of the Association. All bye-laws and regulations made by the Executive Committee under this rule shall be binding upon the members until repealed by the Executive Committee or set aside by the resolution of a General Meeting of the Association.

DISSOLUTION

If any General Meeting resolution for the dissolution of the Association shall be passed by a majority of the members present and such resolution shall, at a Special General Meeting be held not less than one month thereafter at which not less than one-half of its members shall be present be confirmed by resolution passed by a majority of 75 percent of the members voting thereon, the Executive Committee shall thereupon or at such future dates as shall be specified in such resolution proceed to realise the property of the Association and after the discharge of all liabilities shall divide the same equally among all the members and upon the completion of such division the Association shall dissolve.

Constitution

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