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Co-operative Societies (Amendment) Bill

Bill Summary

  • Purpose: Senior Minister of State Sim Ann, on behalf of the Minister for Culture, Community and Youth, stated that the Bill aims to strengthen governance and regulatory oversight to protect co-operative members while facilitating sector growth. Key measures include introducing mandatory qualification and training for officers, expanding the Registrar’s powers to intervene in distressed societies, creating "Permanent Shares" to help co-ops build capital, lowering the minimum requirement to form a co-op from ten to five individuals, and removing membership restrictions for persons with disabilities and ex-offenders.

  • Key Concerns raised by MPs: Mr Seah Kian Peng expressed concern that the Registrar’s expanded powers to modify registration conditions and wind up co-operatives could lead to over-regulation and undermine the independence of the sector. He also proposed allowing dividend distributions from accumulated surpluses rather than only from the preceding year’s profits, suggested aligning voting mechanisms with the Companies Act to permit a show of hands, and requested more flexibility in delegating administrative duties from the CEO to other senior officers.

Reading Status 2nd Reading
Introduction — no debate

Members Involved

Transcripts

First Reading (6 November 2017)

"to amend the Co-operative Societies Act (Chapter 62 of the 2009 Revised Edition)",

presented by the Senior Minister of State for Culture, Community and Youth (Ms Sim Ann) on behalf of the Minister for Culture, Community and Youth; read the First time; to be read a Second time on the next available Sitting of Parliament, and to be printed.


Second Reading (9 January 2018)

Order for Second Reading read.

Mr Deputy Speaker: Senior Minister of State Sim Ann.

6.06 pm

The Senior Minister of State for Culture, Community and Youth (Ms Sim Ann) (for the Minister for Culture, Community and Youth): Mr Deputy Speaker, Sir, on behalf of the Minister for Culture, Community and Youth, I beg to move, "That the Bill be now read a Second time".

Co-operative societies, also known as "co-ops", are membership-based business entities that operate on the principles of self-help and mutual assistance to achieve common economic and social objectives. At present, there are 85 credit and non-credit co-ops in Singapore.

Credit co-ops provide thrift and loan services to its members, who typically come from the same workplace, industry or community. There are 24 credit co-ops serving 140,000 members. As at 31 December 2016, members' deposits in credit co-ops amounted to $820 million, and loans to members amounted to $209 million.

There are also 61 non-credit co-ops spanning various sectors, including retail and social services. This includes the large-scale NTUC co-ops, which serve the general public, and moderate the cost of essential goods and services. There are also other smaller co-ops which serve specific communities, ranging from different professions to ethnic or religious communities and even schools.

The Co-operative Societies Act was last amended in 2008 to enhance the governance and accountability of co-ops in view of their increasing membership and more complex operating environments. We also introduced a risk-focused supervisory framework to accord more regulatory oversight of credit co-ops due to their deposit-taking function. Following the amendments, we implemented prudential requirements on credit co-ops, which included requirements on minimum liquidity and capital, as well as loan restrictions and investment limits.

Credit co-ops in general have since made good progress in meeting these requirements and improving their financial prudence. Social enterprises are also adopting the co-op model as they consider it to be an effective means to bring together like-minded individuals to address social needs. For example, the Runninghour Co-op, which promotes well-being and integration of persons with special needs through sports, as well as the Silver Caregivers Co-op, which aims to improve the quality of life of caregivers and to build their capabilities.

As part of our regular process, my Ministry has conducted policy reviews with the following two key objectives. First, protect the members' interests by strengthening co-ops' competency and regulatory oversight. This is to ensure that risks are better managed, and members' deposits are better protected. Second, ensure that our legislation continues to support the operation and development of co-ops.

Sir, the Bill before the House seeks to implement the recommendations arising from our policy reviews, as well as following several rounds of consultations with the sector. We also sought feedback from the public. We are adopting three strategies to meet the two key objectives. First, to strengthen the competency and governance standards of the people running co-ops. Second, to enhance regulatory powers to enable swift intervention in distressed or errant co-ops, so as to better protect co-op members' interests. Third, to facilitate co-op operations, by updating or clarifying regulatory requirements.

Allow me to elaborate on the first strategy, which is to uplift the competency and governance standards of co-op officers.

Sir, the primary responsibility for the governance and oversight in a co-op rests on its elected Committee of Management, as well as its key employees. Notwithstanding that many of the key officers in co-ops are volunteers, it is necessary that they possess the requisite competencies to manage their co-ops in a prudent and sustainable manner. They are also required to implement adequate risk management policies and internal controls.

To ensure that suitably qualified individuals oversee co-ops, the Bill allows the Minister to make Rules to prescribe mandatory qualification and training requirements for the Committee of Management members and key employees. The primary focus at this juncture is on credit co-ops, given that they receive members' deposits and disburse loans.

The Registry of Co-operative Societies has designed a training programme to ensure that key officers are equipped with the necessary knowledge to discharge their duties. Except with the Registrar's approval, an individual who fails to complete such training will be ineligible to be re-elected or co-opted into the Committee of Management.

Through subsidiary legislation, we will also issue minimum competency standards on some specified roles. The requirements take into consideration both work experience and academic qualifications, and will be tiered according to the size of the credit co-op. They will be categorised as either small, medium or large, depending on their total assets and membership size. While the new requirements will kick in immediately upon effective date of the Rules for new hires, existing officers who are unable to meet the requirements will be given a transition period to undergo training and upgrade their skills. The Registry will guide and assist the credit co-ops in this journey of transformation and progress.

Sir, currently, co-ops elect their Committee of Management at the annual general meeting (AGM) and may co-opt individuals into the Committe of Management only when a vacancy arises. Furthermore, they can only co-opt individuals from their membership base. Some co-ops have given feedback that they are unable to find suitable individuals with the required competencies from among their members. Hence, to further enable co-ops to strengthen their Committee of Management, the Bill will allow co-ops to appoint up to two individuals into the Committee of Management even if there is no vacancy, and up to the next AGM. These individuals need not be members of the co-op. This will facilitate the induction of individuals with relevant skills and knowledge to strengthen the Committee of Management capabilities. If a co-op is unable to find suitable candidates to fill the Committee of Management positions, especially to meet the required competencies, or should the Registrar deem necessary, the Bill also empowers the Registrar to appoint up to two individuals into the Committee of Management.

Mr Deputy Speaker, I will now move on to the second set of amendments aimed at enhancing the Registrar's powers to better protect co-op members' interests. These are intended primarily to facilitate swift intervention in weak, distressed or errant co-ops. Allow me to highlight the key amendments in this section.

The first relates to credit co-ops which fail to meet prudential requirements. The Bill enables the Registrar to impose a cap on such a co-op's dividends to members to ensure that most of its net surplus goes towards building up its institutional capital and strengthening its financial position. However, if a credit co-op persistently fails to meet any of the prudential requirements, the credit co-op would be putting members' deposits at risk. Hence, the Bill also empowers the Registrar to stop such errant credit co-ops from receiving any new deposits for such period as may be determined. If the credit co-op still fails to rectify its situation, the Registrar may, as a last resort, cancel its registration as a credit co-op.

Sir, there may also be instances in which the Registrar has to inspect the books of a co-op, institute an inquiry or conduct an examination. These may be necessary to discharge the Registrar's duties under the Act, to investigate possible mismanagement, or on application of a co-op's creditor. The Bill updates the Registrar's powers in these areas to ensure necessary access to the co-op's premises, documents, as well as individuals with the relevant information. Further to this, offence provisions in the Act have also been broadened to include new offences, such as the provision of false and misleading information to the Registrar, obstructing the Registrar's duties or wilful falsification of records.

Sir, there may also be instances where the Registrar is required to intervene in a co-op if the Committee of Management is not performing its duties properly, if there has been misconduct or mismanagement, or if it is necessary to protect members' interests or the co-op's property.

The Bill ensures that the Registrar is equipped with the necessary powers to take adequate and swift intervention in such scenarios. Beyond current powers to suspend the activities of a co-op and remove one or more Committee of Management members, the Bill broadens the Registrar's powers to, among other things, suspend a co-op officer for a period not exceeding 24 months, appoint a statutory adviser to advise the Committee of Management or order the co-op to take such remedial action or refrain from doing any act, should there be a misconduct or mismanagement. The Bill also specifies that an individual who has been removed or suspended by the Registrar shall not be eligible to be a Committee of Management member of any co-op or a key employee of a credit co-op, except with the Registrar's approval.

The powers described in this section will only be used as a last resort to protect the co-op or its members. In the case of a credit co-op, for example, the Registrar's intervention may be necessary to maintain members' confidence, stabilise the co-op and prevent a run on deposits. In addition, these powers will be exercised after due process and with a channel of appeal to the Minister.

After all means to save a co-op have been exhausted, it may prove necessary to wind up the co-op if members' interests are at significant risk. Currently, the Registrar may issue a winding up order after an inquiry or examination and when the Registrar is of the opinion that a co-op ought to be wound up. The Act also empowers the Registrar to wind up a co-op should it fail to meet basic requirements, such as the minimum number of members or repeatedly failing to conduct an annual general meeting or submit audited financial statements. The Bill broadens the circumstances in which the Registrar can wind up a co-op, to include insolvency, inability to meet financial obligations or if it is no longer in the interest of its members for the co-op to continue its operations.

Sir, this brings me to the third and final set of amendments, which aim to facilitate co-op operations. While we strengthen governance standards and enhance regulatory powers, we have also reviewed our legislation to ensure that it supports and facilitates the operations and development of co-ops.

At the Ministry of Culture, Community and Youth (MCCY), we see the inherent value of the co-operative model in building social capital and nurturing a more caring and resilient Singapore. Hence, we have reviewed the registration process and eligibility of membership in co-ops to make them more facilitative. For example, we have lowered the number of individuals required to form a co-op. The Act currently requires at least 10 applicants; the Bill reduces this number to five. This would make it easier for Singaporeans to form co-ops and achieve social objectives.

There are also existing prohibitions on persons with disabilities, bankrupts or ex-offenders, from being members of co-ops. The Bill removes these outdated prohibitions to ensure a more inclusive co-op movement. We are also reducing the minimum age to become a Committee of Management member, from 21 to 18 years of age. This will especially help to facilitate the participation of tertiary students in joining a Committee of Management of co-ops.

On the issue of capital, members' shares in co-ops are redeemable in nature. The Bill expands co-ops' sources of capital by introducing a new class of "Permanent Shares". This would enable co-ops to further build their capital base or meet any applicable capital requirements. This class of shares may only be issued to Institutional Members, who are better placed to permanently lock in their funds as compared to individual members. The Permanent Shares may, however, be transferred to other Institutional Members or bought back by the issuing co-op.

To provide co-ops with more clarity on the keeping of records and documents, the Bill introduces a five-year retention period and specifies the types of documents that must be retained.

Sir, the authority of a co-op is vested in a general meeting of its members. Hence, as owners of co-ops, members are expected to play an active role at the AGM and to hold their elected officials accountable. In order to ensure that members are adequately informed of the co-op's affairs, the Bill specifies that the documents that must be made available to members prior to the AGM include the Audited Financial Statements and the Annual Report. Further to this, the Bill also stipulates that the Annual Report must be prepared in such format as may be prescribed by the Registrar to ensure adequate disclosure and transparency to its members.

The Bill also introduces other amendments to make technical edits or to update or clarify administrative processes and timelines. These include, for example, the period by which a co-op shall inform the Registrar and its creditors of a change in its address or in its officers' particulars.

Sir, co-ops have a long history of over 90 years in Singapore. They have contributed in many ways, big and small, to a stronger social fabric by meeting different social and economic needs.

This Bill today reflects our balanced approach towards the sector. On the one hand, we seek to strengthen our regulatory oversight of credit co-ops in view of their fiduciary duty over members' deposits. We also seek to enhance regulatory powers to enable us to better protect members' interests, especially in the case of distressed or errant co-ops. On the other hand, we acknowledge that there is room for co-ops to grow in the social services sector. Co-ops are an effective ground-up structure for individuals to form a business to address needs in society or to champion causes they support. Further to our proposed amendments in this Bill, we will continue to review our administrative processes to help facilitate the operations and development of co-ops.

Mr Deputy Speaker, Sir, I beg to move.

Question proposed.

Mr Deputy Speaker: Mr Seah Kian Peng.

6.22 pm

Mr Seah Kian Peng (Marine Parade): Mr Deputy Speaker, I declare my interest in my involvement in the co-operative sector for more than two decades. Specifically, I am the CEO of NTUC Fairprice Co-operative and was previously the Chairman of the Singapore National Co-operative Federation.

Co-operatives make substantial contributions to our social goals, especially when the economic environments get challenging. We take our bearing from our social mission to benefit the members, communities and the societies that we operate in.

In 2012, the United Nations General Assembly declared that year, 2012, as the International Year of Cooperatives, highlighting the important role of co-operatives to socioeconomic development, particularly their impact on poverty reduction, employment generation and social integration.

Many of my colleagues had participated and contributed actively at the public consultation period in the first half of 2017. The Registry of Co-operative Societies (RCS) has taken into consideration most of the feedback given and incorporated these in the Co-operative Societies (Amendment) Bill that is being debated in Parliament today. Overall, I welcome the proposed legislative amendments that will further protect members' interests through raising governance standards of credit co-ops, facilitating their operations and enhancing regulatory powers.

However, I would like to raise some remaining concerns.

First, on the Registrar's enhanced powers, and these are in sections 9A, 16BB, 59A, 83, 94 and 94A. Taken together, I recognise that the intention of the Ministry is to better protect members' interests when the Committee of Management is not performing its duties properly or when there has been misconduct and mismanagement. However, I fear this intention may lead us to over-regulate.

For example, the amendments in section 83 empower the Registrar to issue an order to wind up a cooperative if the Registrar is satisfied that the co-op has breached any of its terms and conditions of registration, varied or added under section 9A. Section 9A itself allows the Registrar to modify the terms and conditions of registration. Hence, technically, the Registrar will be given wide-ranging powers to wind up any co-op by modifying their terms and conditions of registration.

Section 59A also empowers the Registrar to appoint up to two individuals to serve in the co-op's Committee of Management. I assume such appointments will only be done in exceptional cases and in consultation with the co-op concerned, whose consent should not be unreasonably withheld. I am raising this point to ensure that the independence of co-ops is not compromised when such powers are conferred to the Registrar. It would be a sad situation if a co-op is wound up against the wishes of its members.

In section 59(6), the term "manager" has been replaced by "chief executive officer" (CEO). The duties of the secretary or treasurer should not be delegated only to the CEO. Instead, this could also be delegated to the chief financial officer (CFO) or the board secretary or the equivalent. The proposed flexibility in the delegation of duties is to reduce the administrative load on the CEO. I hope the Ministry will consider this.

In section 57(3), there is no proposed change on voting mechanism in the case of election or removal of officers that is by secret ballot. However, I propose that this will be aligned to the Companies Act, which allows voting by show of hands. Although I know it is possible for co-ops to seek exemption from the Registrar for a certain period of time as is currently practised, I think this is administratively cumbersome to monitor and keep track.

In section 72(1) on distribution of net surplus, I note that there are no changes proposed. I believe that, currently, co-ops may only declare and pay dividends, patronage refund and honoraria, collectively referred to as distributions, only from the net surplus, if any, of the preceding financial year. Surpluses from other previous financial years, whether it is from accumulated surplus, retained earnings or their equivalent, cannot be used for distribution.

I believe it would be useful for the Ministry to consider allowing a cooperative to pay dividends out of its accumulated net surplus if there is no surplus for that year in which the dividend is declared. I say this because this is consistent with the object of promoting the economic interest of its members and it is also consistent with the Companies Act requirement.

Let me explain why this change is proposed.

In the case of the NTUC group of co-operatives, they had historically been conservative in its dividend distributions, resulting in accumulation of net surpluses from past years. As is, 10% of share capital is the maximum allowable under the Co-operative Societies Act to be declared as dividends. Secondly, there could be a possibility of their net surplus in any year being negatively affected by accounting mark-to-market loss for financial investments that were made, although, operationally, the results from core business is healthy and making a profit. Under the current legislation, the co-op would not be able to declare a dividend even though their financials remain sound.

By way of comparison, section 403 of the Companies Act states that "[n]o dividend shall be payable to shareholders of any companies except out of profits". The definition of "profits" in the current practice for companies include accumulated surpluses. I note that both the Companies Act and the Co-operative Societies Act of 2009 do not specify whether dividends can be declared from accumulated surplus even if there is no surplus for the current year.

I have also asked the Singapore National Co-operative Federation and they have told me that based on the recent three years' audited accounts, there were nine loss-making co-ops with positive reserves, that is, their dividends could have been drawn down from reserves and that there were 20 profitable co-ops that declared dividends of lower than 10%, which is the maximum allowable under the Co-operative Societies Act.

All boards have fiduciary duties to perform and I think we should not be overly prescriptive in this regard. Where they have reasons to make such a recommendation, the members of the co-op also have a say in approving or rejecting such a recommendation. Where there are grounds for the Registrar of Societies to act against the cooperative or its board, I believe, with the proposed changes, the Registrar is empowered to do so.

All things considered and for reasons stated above, I hope the Ministry can consider permitting drawdown from reserves for dividend payments and to incorporate this change in this amendment Bill.

Notwithstanding these clarifications and proposed change, I support the amendments to the Bill.

Mr Deputy Speaker: Mr Alex Yam.

6.30 pm

Mr Alex Yam (Marsiling-Yew Tee): Mr Deputy Speaker, there are 85 co-operatives in Singapore, under three different categories and have nearly 1.5 million members with total assets of nearly $8.8 billion. For the purposes of this speech, I shall confine myself with regards to credit co-ops. Meeting economic and social objectives were the causes for the setting up of these co-operatives in the past but their relevance are being challenged and many new co-operatives and new causes are being explored.

Mr Deputy Speaker, the funds handled by co-ops is no small sum and there is a clear need to protect the hard-earned savings and deposits of its members. The recent case pertaining to the embezzlement of funds totalling $1.5 million at the Singapore Statutory Boards Employee's Co-operative Thrift and Loan Society is wake-up call for all of us. In fact, for the same Thrift and Loan Society, the first wake-up call for them was actually sounded back in 2003, but the amount that was misused at that time was only $40,000 and perhaps did not register on the radar. Clearly, this is a case of once bitten, twice still not very shy! However, it is never too late to reset the button and to prevent such financial mismanagement at any co-operatives.

What is more of a concern is the huge amount of money that is deposited with our credit co-ops. There are 23 such active co-operatives, with assets totalling nearly $1 billion serving 138,000 members. These assets in question are large, and one misstep could have the funds could get wiped off.

The question I would like to ask is how are we certain that the people who are currently running our credit co-operatives qualified or trained financially? If they are, well and good. If they are not, what further follow-up action will be required, other than instituting qualifications and training requirements? Will the records of the co-ops be audited to ensure that their assets were managed competently by qualified officials?

In view of the large amount of funds and assets in the care of co-operatives, besides categorising them according into small, medium and large co-ops, will there be the possibility of introducing ratings for them? If so, how will they be pegged? Will they compared against banks, which also offer loans and take in deposits?

I ask these questions because if we throw back our minds to 2013, the largest credit co-op of the time, NTUC Thrift and Loan, which was well managed and I was a member of, with 29,000 members and over $17 million in deposits, decided to close their operations because they had struggled for years to offer their co-op members competitive returns in a low interest environment that continues to prevail today. So, for the rest of the smaller co-operatives, they would definitely be under the same strain.

Mr Deputy Speaker, I am asking for these changes to take place for the sake of the common man, for whom the co-operatives were set up in the first place. Where else, besides chit funds, could you squirrel away a small amount of money monthly and get to enjoy loans, bursaries and even, back then, buy household items in instalments? Co-ops used to provide ease of mind to its members, who were assured that their hard-earned money was slowly growing. But these days, the landscape has changed and, therefore, harder measures are required. I am therefore pleased that the Ministry is putting in place safeguards to protect members' interests in credit co-operatives.

Further, to prevent conflict of interest in the running of co-operatives, I would further like to suggest that there be no duplication in the composition of the Committee of Management membership in credit co-ops and that persons related to the Committee of Management be barred from holding management positions in the respective co-operatives as well. By doing so, we can prevent the diktat of a particular Committee of Management member prevailing over other co-operatives that he or she may be involved in.

Notwithstanding the clarifications I seek, Mr Deputy Speaker, I support the Bill.

Mr Deputy Speaker: Mr Melvin Yong.

6.35 pm

Mr Melvin Yong Yik Chye (Tanjong Pagar): Mr Deputy Speaker, I stand in support of the Bill, which seeks to raise the governance standards of our co-operative societies in Singapore.

It has been 10 years since the Co-operative Societies Act was last amended, and it is timely that the Ministry reviews the laws governing the co-ops and take a harder stance against individuals who seek to exploit co-ops for their own gains. In a recently publicised case, two employees of one of Singapore's oldest co-ops had systematically abused their position of trust over a period of five years by reaching into the co-op's coffers to feed their extravagant lifestyle, defrauding the co-op of more than $5 million of the members' savings.

We need to ensure that such fraud cases are snuffed out and I support the provisions in the Bill, which will provide the Registrar with enhanced regulatory powers to protect the interests of co-op members.

But what happens if a co-op faces distress not due to fraud, but as a result of its members' negligence? Can the Ministry elaborate more on the requisite training and qualification requirements that will be made mandatory for key committee members or those who will manage the large sums of money, particularly in a credit co-op? I would like to propose for the Ministry to consider setting up a structured proficiency framework to articulate the standards for co-op members managing large amounts of funds. This will ensure that they have the necessary proficiency to handle members' money with sufficient care and reduce the risk of co-ops facing distress due to negligence or a lack of proper training.

As it would fit with the Bill's intent to increase competencies of key committee members and the overall corporate governance structure of co-ops, yearly training under the structured proficiency framework should also be made mandatory for key officeholders. As such, I feel that section 60 of the Bill, which seeks to lower the minimum qualification age for the Committee of Management from 21 to 18 years old, appears to run contrary to the intent of the Bill to tighten corporate governance and improve competencies.

I note that the Senior Minister of State had earlier explained that this was to facilitate the participation of tertiary students. But what is the current proportion of members in the co-ops' committees of management who are aged 25 years old and below? Will a younger person with lesser experience have the right aptitude and the proper knowledge to adequately manage the co-ops' and large amounts of members' money?

On the point about tightening governance, I would like to ask the Ministry to consider introducing an annual ranking of sorts or grading of the credit co-ops. Perhaps, this can be based on the annual reports which credit co-ops have to submit on an annual basis. Grading the co-ops based on timeliness and completeness of the annual reports as well as on audits conducted by the Ministry would certainly be in the interest of their members. I am certain that this would also motivate the credit co-ops' executives and managers to be more accountable to their members.

Still on the matter of credit co-ops, I would like to ask if they are still viable and sustainable in this day and age. Credit co-ops were first introduced in Singapore in the mid-1920s, at a time when moneylending was booming. There were no financial institutions or banks for wage earners back then who were unable to find financial relief in their times of need and were struggling to make ends meet. But times have changed significantly since then. Singapore is now a regional financial hub with world class financial institutions and different moneylending options are readily available. I would like to ask the Ministry if the membership of credit co-ops in Singapore has been growing or shrinking. Are Singapore's credit co-op membership trends similar to the membership statistics recorded by the World Council of Credit Unions? If credit co-ops are indeed losing their relevance, I would urge the Ministry to review the viability and sustainability of credit co-ops in Singapore.

That said, the future state of co-ops in Singapore could be social co-ops, those which focus on providing social services for specific groups within our population, such as the disadvantaged.

We have some good examples of social co-ops locally, such as the Runninghour Co-operative Ltd, which was cited by the Senior Minister of State earlier. In Italy, where there are various forms of social co-ops, innovative methods have been used to tackle existing societal needs. One example is Fuori di Zucca, a social farm which helps to rehabilitate individuals with mental health issues by providing them with a safe working environment on a farm in order to reintegrate them back into society. In Belgium, there is a co-operative of freelancer artist who shares better working conditions and also provide access to workplace protection as a group.

Sir, such social co-ops can augment the state's efforts and we can take a leaf from the experiences of these other countries. So, are there any plans by the Ministry to encourage the growth of such social co-ops in Singapore? With that, Mr Deputy Speaker, I support the Bill.

Mr Deputy Speaker: Mr Darryl David.

6.41 pm

Mr Darryl David (Ang Mo Kio): Mr Deputy Speaker, Sir, co-operatives were first formed during the Industrial Revolution, a period where workers were generally poor and lived in undesirable conditions. These workers were earning a wage so low that they could barely afford basic necessities. Out of desperation, they chanced upon the idea of operating a co-op by pooling their money together and they opened their own shop to sell necessities at affordable prices. The birth of co-ops as business entities thus benefited their members by offering members a higher standard of living through the provision of reliable goods and services, savings during purchases and modest returns from the running of the business.

In Singapore, co-ops operate mainly in four primary sectors – campus, credit, NTUC, and services. These co-operatives are governed by their strong social mission to provide a wide range of goods and services to benefit their members and the community at large. The NTUC sector, one of the oldest and largest co-op sector in Singapore, has the added mission of moderating the cost of living in Singapore to ensure that everyone has access to basic needs. Altogether, these 85 co-ops in Singapore have served the specific needs of their members and the community at large.

But compared to other co-ops that are in the business of providing general goods and services, credit co-operatives operate like a quasi-financial institution by providing basic banking services like subscription and deposit savings, fixed savings and loans to their members. As of November 2017, there are 24 active credit co-ops serving approximately 138,000 members. Members have deposited approximately $820 million in these co-ops and these entities have loaned out almost $209 million to their members.

Credit co-ops, like the Singapore Government Staff Credit Co-op Society that was formed in 1925, probably served a purpose historically when the capital and financial market was less mature. However, given today's context where Singapore has a robust and sophisticated banking and finance sector, like my Parliamentary colleague, Mr Melvin Yong, one cannot help but to question the long-term viability of credit co-ops, as well as whether the management committee of these co-ops possess the right skillsets to navigate the increasingly complex operating environment of financial institutions.

Given the significant amount of deposits and loans that credit co-ops are dealing with, I welcome the amendment of the Co-operative Societies Bill where the Government, through the Registrar of Co-Operative Societies, is looking at how we can strengthen the governance structure of these co-ops.

Compared to banks that operate under stringent regulations by the Monetary Authority of Singapore (MAS), credit co-ops appear to be loosely regulated. At the current moment, credit co-ops are regulated by guidelines suggested by the Registrar of Co-operative Societies and their accounts are audited by qualified auditors. While these are first-line measures to safeguard members' interest and to ensure that their savings are secure, these measures may not be sufficient to guarantee that good corporate governance practices are in place. Good governance requires both a robust regulatory framework as well as officers who are well-versed in corporate governance.

I believe that clause 55 in the Bill that allows the Minister to make rules for or with respect to the qualifications and training requirements of co-op officers is thus a step in the right direction. Additional training, and even certification, will help strengthen the competencies of officers who are running co-ops. While the clause sets out the broad rubrics, the devil is always in the details. Could the Minster clarify how the rules are derived, what these rules would be and how they would be enforced?

Clause 54 empowers the Registrar to protect the co-op by vesting the Registrar with the authority to remove the committee of management of the society and appoint one or more individuals to take over the management and administration of the co-op when the co-op is mismanaged or when there are instances of misconduct. Given that this is a drastic step that is akin to the board of directors stipulating the replacement of the management team in a listed company, can the Minister clarify the guidelines or criteria that would be used by the Registrar to ascertain mismanagement or misconduct?

Also, what is the profile of the candidates that the Registrar would consider when deciding on who to appoint in the new team? From where will these appointees be drawn? Would they be drawn from the private, non-governmental organisations or the public sector? In the event when such an action is taken, how will the Government manage the communications such that members of the co-op and the public would not perceive that the Government is taking over the running of the co-op?

Mr Deputy Speaker, Sir, co-ops, have, in general, brought about positive benefits for their members and the society at large. While I have spoken about the need to regulate the governance of credit co-ops, it is also important for the Government to facilitate growth and development as they allow people to get together based on common interests and for the common goal of furthering the welfare of the society.

As mentioned by the Senior Minister of State earlier, the Runninghour co-op is an inclusive running club that integrates people with special needs through running. The Silver Caregivers Co-op aims to be a one-stop centre to better the quality of life for caregivers of elderly and the Silver Horizon Travel Co-op is a social enterprise that promotes active living and learning for elderly by using travel as a platform. These are some examples of how co-ops in Singapore have successfully served a specific purpose for a larger good.

Clauses 6, 24, and 30 of the amended Bill aims to promote inclusivity by clarifying who can be an ordinary member and a management committee member of co-ops and reduces the minimum number of people to set up a co-op to five. I believe that these changes will collectively facilitate the setting up of co-ops, encourage more groups to promote their goals, and will contribute to the development of a stronger civic society in Singapore.

Deputy Speaker, Sir, while some co-ops do function as business entities, they also have a strong social mission to help Singapore and Singaporeans. It is important that we continue to support the growth and development of these entities by creating a facilitative climate that both reduces the barriers to set up co-ops, as well as instil a stronger operating framework to safeguard members' interests. With that, Deputy Speaker, I conclude my speech in support of the Bill.

Mr Deputy Speaker: Mr Louis Ng.

6.48 pm

Mr Louis Ng Kok Kwang (Nee Soon): Sir, the cooperative movement in Singapore reached a significant milestone two years ago, celebrating its 90th birthday. There has been a steady increase in the number of co-operatives in Singapore serving a variety of needs, a strong recognition of the effectiveness of the cooperative business model. It is heartening to see members of the public coming together to support each other in a spirit of self-help and mutual assistance, and the Government must do all it can to support this ecosystem. I support the Bill's bid to enact tougher rules to ensure co-operatives, the members and their funds are not abused for personal benefits. I would like to seek just a few clarifications.

Firstly, I would also like to commend clause 17 in the Bill for promoting inclusivity, by allowing groups such as the mentally disabled and younger people to be members of co-ops. As an entity addressing social needs, co-ops are well-placed to lead the way in demonstrating how doing good can also mean doing well.

Next, I refer to the new section 32C, which requires credit societies to inform the Registrar of any new developments or changed circumstances. However, the Bill does not specify any penalties for failing to do so. To ensure credit societies comply with these new rules, should we not also impose punitive measures?

In addition, I would like to raise a point about the new section 9A, which allows the Registrar to modify the terms and conditions of the registration of a society at any time. Similarly, the new section 16BB empowers the Registrar to modify terms and conditions for a non-credit society to become a credit society and vice versa. I understand that the Registrar must notify the society in writing informing them about the changes. But in line with the spirit of the Bill to increase transparency, could we also disclose this information to members of the co-op and even members of the public? Greater transparency on how co-ops are governed would be in line with the general objectives of this Bill.

Lastly, I refer to clause 44 which empowers the Registrar or an authorised person to inspect documents and information. As with many of the recent Bills, we are providing extended powers usually reserved for the Police, for example, to enter and search premises without warrant, take "any relevant things" and retain it for as long as is deemed necessary. Clause 63 also makes it an offence for individuals who delay or obstruct the discharge of the Registrar's duties. I wonder if these extended powers are necessary, and hope the Minister can provide clarifications on why this is needed.

Sir, notwithstanding the above clarifications, I stand in support of this Bill.


Second Reading (9 January 2018)

Debate resumed.

Mr Deputy Speaker: Mr Gan Thiam Poh.

6.51 pm

Mr Gan Thiam Poh (Ang Mo Kio): Mr Deputy Speaker, Sir, I support the amendments to improve the governance and accountability at our co-operatives, in particular, to tighten the regulations for credit co-ops as they provide financial services.

We have 85 co-ops currently, of which 24 are credit co-ops, with assets totalling $8.76 billion. These are not small sums of money and a recent incident of fraud at one of our co-ops highlights the need for more vigilance and stringent controls.

For credit co-ops, I would like to suggest that the members' deposits be covered by deposit insurance, similar to the deposits with our financial institutions. Such deposits should not be treated differently from deposits in our banks or other registered financial entities.

Next, with reference to the amendment to allow a co-op or the Registrar to co-opt up to two new members to the committee of management, even if there is no vacancy. I would like to recommend that more than two new members may be co-opted. Since the objective is to facilitate the introduction of competent persons to strengthen the committee, which will require talents with relevant experience in finance, accounting, credit, risk management and compliance, a co-op should be able to include more members if necessary. Credit co-ops should also be subject to relevant and similar supervisory frameworks which now apply to finance companies regulated by MAS. With that I support the Bill.

Mr Deputy Speaker: Mr Desmond Choo.

6.52 pm

Mr Desmond Choo (Tampines): Mr Deputy Speaker, co-operatives have a long history in Singapore, having been around since 1925. They play important social and economic functions for their members, offering a range of services from supermarket to welfare and financial services.

We know that there are now about 23 credit co-operatives that offer a range of financial services, such as loans and fixed deposits, and encourage their 140,000 members to save for a rainy day. Many co-op members are also long-time members and some even have their family members as associate members.

It was therefore disappointing to read about the case involving employees from the Singapore Statutory Boards Employees' Co-op cheating the society of more than $5 million, as also pointed out by Mr Alex Yam. While the matter has been dealt with in Court, the fact that the two employees were able to carry on with the deceit for so many years underscored the need to regulate co-operatives more stringently and ensure that proper governance procedures are in place. This can give greater confidence to members, assure them that their savings are protected and continue to uphold public confidence in co-operatives.

One key area that needs to be tackled is in the appointment of credible and qualified individuals into the management committees of co-ops. I support the proposed changes on this matter as they will go a long way in professionalising the co-ops. I also support the enhanced regulatory powers that the Registry will have, for instance, in taking action when the management committee is not performing its duty, as well as in requiring co-ops to inform the Registry on developments that might adversely affect members' interests or its ability to meet financial obligations.

In that regard, I would like to ask, for the last five years, has any co-operative been in jeopardy and was unable to meet its financial obligations and protect members' interests? If so, how many co-ops were in this position and have steps been taken to rectify the problems? There could be also members of credit co-ops who have taken on loans and have defaulted on them, especially where the payment is not made through salary check-offs. What percentage of loans had to be written off by credit co-ops and is this comparable with other financial institutions?

To ensure that co-operatives have competent management and staff members, professional training and upgrading of skills is required. As there are many types of courses, will the Registry identify relevant training areas for key committee and staff members?

Deputy Speaker, Sir, while these measures are necessary to improve the governance standards of co-operatives, it will also involve administrative processes that will take time and incur costs. We must be able to strike a good balance between the robustness of governance and the ease of operations. May I then ask whether the Registry will provide any assistance to co-ops during this initial period? Also, what is the timeframe given to co-ops to get all their processes in place?

Some co-ops, like the Singapore Government Staff Credit Co-op, have adopted a whistleblower policy and the terms are clearly spelt out on its website. These are good practices. I do encourage the Registry to consider that this is something that all co-ops should perhaps adopt. Credit terms should similarly be made available to members and the public on their website. This will further promote accountability, responsibility and transparency in the management of co-ops and protect whistleblowers who alert the authorities about lapses or other matters of concern.

The measures proposed in this Bill would not eliminate fraud or lapses completely. It would not be reasonable to expect that it will do so. But they will go a long way in ensuring that the system is transparent and robust without sacrificing on ease of operations. With this Mr Deputy Speaker, I support the Bill.

Mr Deputy Speaker: Senior Minister of State Sim Ann.

6.57 pm

Ms Sim Ann: Mr Deputy Speaker, Sir, I thank the hon Members, Mr Desmond Choo, Mr Darryl David, Mr Louis Ng, Mr Seah Kian Peng, Mr Gan Thiam Poh, Mr Alex Yam and Mr Melvin Yong for their support and comments. Allow me to address the points they have raised in three broad categories.

First, regulatory powers of the Registrar; second, issues relating to credit co-ops; and third, facilitation and development of the co-op sector.

Mr Desmond Choo, Mr Darryl David, Mr Louis Ng, Mr Gan Thiam Poh, Mr Alex Yam and Mr Melvin Yong all supported strengthening the Registrar's powers to protect the interests of the co-ops' members. Mr Gan and Mr Yam even suggested further enhancement to the powers due to the concerns raised in their respective speeches.

Mr Seah Kian Peng highlighted some provisions in relation to the Registrar's enhanced powers and raised concerns over possible over-regulation. Before addressing these specific concerns, I would like to share our guiding principles.

As a fundamental principle, my Ministry upholds the fact that co-ops are owned by members who have common bonds. We recognise that members may have strong attachment to their own co-ops. They choose their own leaders to manage the affairs of the co-ops. Hence, the Registrar's duty is not to take over the responsibilities of the co-ops' members and Committees of Management. The Registrar's duty is to regulate so as to protect the members' interests and the co-op movement.

Secondly, we take a calibrated approach in managing risks of the co-op sector. In this Bill, the amendments largely focus on strengthening our regulatory oversight of credit co-ops as they take in deposits and grant loans to members. We need to ensure members' deposits and interests are protected. Credit co-ops are already subjected to governance and prudential requirements. The majority of them are complying with or are making good progress in meeting these requirements. However, there are still gaps when it comes to dealing with situations of mismanagement, misconduct, distress and crisis.

Hence, instead of imposing more stringent control requirements on all credit co-ops, we have decided to strengthen the Registrar's ability to protect the members' interests in such extreme situations. The Registrar's powers in section 94 and 94A, for example, are meant to protect members' interests and the co-op movement by maintaining stability, rectifying weaknesses and strengthening organisational competencies in severe circumstances or after an inquiry.

Thirdly, the Registrar will intervene and act to protect only as a last resort, in other words, in situations of distress or mismanagement, as described earlier. In addition, under the new regulations, the Registrar will not wind up a co-op unless the co-op is insolvent, wilfully fails to meet the minimum prescribed requirements or if its operations run contrary to national security or the members' interests.

Lastly, to ensure a check and balance, due process and an appeal channel are provided for in the Bill.

Now, let me go into the specific concerns raised by the Members on the enhancement of the Registrar's powers. Mr Seah raised a specific concern that the Registrar may modify the terms and conditions of a co-op's registration and subsequently wind up the co-op should it fail to meet them.

We proposed this amendment to cater for possible situations, such as a co-op changing its social mission or business activities, which may render the terms and conditions of its registration no longer relevant. Hence, there is the need to make the modification. Any decision to wind up a co-op on account of failure to meet a registration condition would only be in an extreme case where significant risks to its members or society have been identified, and also after due process.

Mr Louis Ng asked whether, in the spirit of increasing transparency, the Registry could disclose the modified terms and conditions to the members and even the public. We agree with Mr Ng that for greater transparency, a co-op should disclose pertinent information to its members. Hence, we will require the co-op to disclose information on any new or modified terms and conditions to their members. However, given that co-ops are membership-based organisations, there is no necessity to disclose such information to the general public.

Two Members have also highlighted the amendment in which the Registrar may appoint up to two individuals to serve in the Committee of Management of a co-op.

As Committee of Managements of credit co-ops should possess requisite competencies to oversee the co-ops effectively, Mr Gan suggested that a co-op or the Registrar should be allowed to appoint more than two new members. As co-ops are essentially membership-based organisations, we recognise that the leadership must have the support of the members through open and fair elections of officers during the general meetings. However, we recognise there is a need for additional injection of competencies and diversity. Hence, we provide the flexibility for a co-op and the Registrar to appoint up to two new members, with no veto power and on a temporary basis, to serve until the next AGM.

Mr Seah is correct in his assumption that this would only be done in exceptional cases. If the Committee of Management lacks certain capabilities, the co-op should find competent persons to serve on the Committee of Managment. In fact, we allow the co-op to appoint up to two members to serve on the Committee of Management. If they are unable to find such persons on their own, the Registrar may appoint up to two individuals to serve in the Committee of Management to ensure compliance with the requirements or proper management of the co-op.

Mr Darryl David asked what guidelines or criteria would be applied before the Registrar acts to remove a Committee of Management, and appoint one or more individuals to take over the management and administration of a co-op. Such a protective measure would likely only be undertaken after an inquiry has been conducted or there is evidence demonstrating that the actions of the Committee of Management has put the co-op in a vulnerable or risky state or that there has been mismanagement. We hope that should such a need arise, there are respected individuals from within the sector who would step up to take on such a role.

We are first and foremost looking for individuals with integrity and the necessary competencies and knowledge of the sector. We would also seek inputs from our stakeholders including the industry body, the Singapore National Co-operative Federation (SNCF) and the Central Co-operative Fund (CCF) Committee. The involvement of the Registrar in this regard aims to stabilise the co-op and maintain members' confidence. We believe it would provide assurance to members, especially in times of distress or crisis.

Mr Louis Ng raised a concern on whether extended powers are necessary. I have earlier mentioned that we are concerned about situations of mismanagement, misconduct, distress and crisis. Hence we have decided to strengthen the Registrar's ability to protect the members' interests in such circumstances. One of which is to ensure that the Registrar can properly investigate into matters which led to or caused these situations. The Registrar would exercise the power of search and seize if there is reason to suspect that an offence under the Act has been committed. In addition, the Registrar must have reasonable cause to believe the document or item is necessary for the purpose of obtaining evidence of the offence. This power is especially critical to enable the Registrar to uncover the truth and act swiftly, particularly for credit co-ops where a crisis situation could cause a run in the co-op, and adversely affect the sector.

I will now move on to the next set of comments and queries on credit co-ops.

Mr Melvin Yong asked about the relevance of credit co-ops in this day and age. My Ministry believes that there is still a place for credit co-ops in Singapore. Notwithstanding that the membership base of credit co-ops is fairly small and has remained relatively stable in the last few years, credit co-ops still play an important social role in serving their members, especially so in promoting savings and giving loans at affordable interest rates to members in need. As co-ops are less profit driven compared to financial institutions, they are more willing to go the extra mile for their members by extending loans to the lower-income earners and rescheduling members' loans to help them tide over difficult periods.

Given the self-help element and social objectives, co-ops are regulated by the Registry of Co-operative Societies under MCCY. Many credit co-ops' members are Singaporeans who can ill-afford to lose their savings in the credit co-ops. Hence, it is necessary to ensure that their deposits are prudently managed.

Sir, I am reassured by the Member's support for a framework to uplift the governance and competency level of the credit co-ops' Committee of Managements and key employees. As leaders of credit co-ops, the Committee of Management members and key employees have a responsibility to act prudently and be accountable to the members. In order to properly discharge their duties, Committee of Management members and key employees have to be competent and undergo relevant training.

In expressing support for raising the governance of credit co-ops to better protect members' deposits, Mr Darryl David, Mr Melvin Yong and Mr Desmond Choo have asked for more information on the training and qualification requirements that will be introduced for the Committee of Management members and key employees of credit co-ops and how these will be enforced. Additionally, Mr Choo asked about the assistance provided to the co-ops in view of the possible additional administrative costs.

The Registry has worked with SNCF to develop a customised training programme for all Committee of Management members of credit co-ops. The training programme covers topics such as governance, internal controls, regulatory requirements and best practices. This training is heavily subsidised by the CCF.

The minimum competency standards we will introduce through subsidiary legislation, which comprise the number of years of relevant work experience as well as minimum qualifications, will be applicable to selected key officers, such as a member of the Audit Committee, the CEO and the CFO. As credit co-ops vary in size, we have applied a tiered approach in implementing the requirements. While we raise the bar, we also ensure that support is provided to the sector to assist them in meeting these new standards. For example, subsidy schemes under CCF have been revised to provide more financial support to the credit co-ops to undergo training programmes. A transition period of three years is also granted to existing officers to meet the new requirements.

Mr Alex Yam asked whether there are other action plans besides instituting qualifications and training requirements for the key officers. We have, in fact, updated the Code of Governance in 2016 and provided a self-evaluation checklist which credit co-ops will be required to submit to the Registry. In 2017, the Registry and SNCF further developed specific guidelines on internal controls, loans management and investment management, which will be rolled out to the credit co-ops this year to strengthen their capabilities and processes. Hence, we will work hand-in-hand with SNCF and all the credit co-ops' key officers to support them on this journey of upskilling.

Mr Yam suggested that persons related to the Committee of Management be barred from holding management positions in their co-ops. We would like to share that while some Committee of Management members may be involved in the operations of their co-op, the Act requires the majority of a credit co-op's Committee of Management to be independent. A credit co-op's audit committee shall also comprise at least three members who shall be independent of the co-op. Additionally, all Committee of Management members must disclose any conflict of interest.

In the Code of Governance, it is stated that a credit co-op should have policies to manage conflict of interest, for example, a Committee of Management member with conflict of interest should be excluded from the relevant discussions. The Code also states that the roles of the Committee of Management and key staff officers should be clearly defined. In addition, the Chairman and the CEO should be separate persons to ensure an appropriate balance of power, increased accountability and greater capacity of the Committee of Management for independent decision making.

On Mr Yam's suggestion for no duplication of Committee of Management in co-ops, we are conscious that such a requirement would have trade-offs and implications for the sector. Notwithstanding, we will consider the matter and discuss with our stakeholders in our next review of the Code.

Mr Gan suggested that deposits in credit co-ops should be covered by deposit insurance. The Deposit Insurance Scheme (DIS) is unable to cover credit co-ops as they are not part of the banking system. We would like to assure Mr Gan that while there is no DIS for the credit co-ops, we have put in place various prudential and governance requirements to instil financial prudence and manage the risks of credit co-ops.

Mr Yam asked if the records of co-ops will be audited. All credit co-ops' financial statements will be externally audited. In addition, they will undergo special audits conducted by the Registry. Mr Desmond Choo has asked how much time credit co-ops will be given to ensure that processes are in place. The special audits are primarily governance and internal controls audits, aimed at helping credit co-ops identify gaps and lapses in their operations and existing processes. Co-ops will be provided recommendations on how to address the findings and strengthen their operations. The co-op's Committee of Management will thereafter propose their management action plan and proposed timeline in the audit report, which the Registry will monitor.

Mr Choo also asked about the bad debts of credit co-ops. For loans granted by credit co-ops, the bad loans written off for Financial Year 2016 was about $2.3 million, which is about 1% of the total outstanding loans. In writing off the loans, credit co-ops follow the Financial Reporting Standards and their own internal policies.

Mr Melvin Yong and Mr Alex Yam asked about introducing ranking or rating systems on the credit co-ops. As membership-based entities, there is no public ranking or rating of the credit co-ops. Members should be aware of their co-ops' information through the co-ops' websites, annual reports and audited financial statements, which are tabled at the AGMs. Members can raise questions regarding co-ops' matters during these meetings. If there are adverse findings on any co-ops, appropriate information will be shared with members by the Registrar.

Mr Louis Ng suggested including punitive measures should a credit co-op not comply with the requirement to provide information under section 32C. We would like to clarify that this would be captured under section 100 of the Co-operative Societies Act, whereby it is an offence if a co-op neglects or refuses to do any act as required.

Lastly, I greatly appreciate my colleagues' recognition of our efforts to facilitate the operations of co-ops and support us on our amendments to further develop the co-op movement.

We agree with Mr Melvin Yong that there is potential for growth for co-ops in the social services and we hope to see them playing a bigger role in the community. Through this Bill, we have introduced some key changes to further develop the sector. These include, for example, reducing the minimum number of individuals required to form a co-op as well as reducing the age limit for Committee of Management members, which will help bring in more youth leaders into the movement. We will continue to review our regulatory and administrative requirements to ensure they are facilitative for the setting up and operations of co-operatives.

We will also continue to work closely with our stakeholders, SNCF and the CCF Committee, to further develop the sector. SNCF as the industry body of co-ops, is funded by the CCF and has various programmes to build awareness and promote the co-op movement. These include roadshows, educational talks in schools, cooperative-related competitions, scholarships and other outreach programmes. The CCF also provides grants to assist eligible new co-ops with their start-up costs. For existing co-ops, there are CCF grants and schemes to develop their capacities and capabilities to help them develop and grow. They include grants for the training of cooperative officers, purchase of IT systems, upgrading of office premises, audit fees, marketing and accounting services.

I would now like to address some specific queries regarding the amendments to facilitate and develop the co-op sector.

On the lowering of the minimum age for a Committee of Management member from 21 to 18, I would like to clarify in response to Mr Melvin Yong that this is primarily to facilitate the participation of tertiary students in university co-ops, for example.

As an effort to rejuvenate the co-op movement, the industry body has been ramping up its youth outreach to raise awareness of the co-op model of enterprise. Even though younger members may lack business and management experience, I believe they can contribute in other ways at the board level, by developing strategies on the use of social media to reach out to new markets, for example, extending new services to members or to understudy experienced and competent leaders as part of succession planning.

On the replacement of the term "manager" with "chief executive officer", we would like to clarify that there has been no change in policy. Mr Seah can be assured that the CEO may be assisted by his staff or agents as appropriate, such as the CFO. But the CEO will retain the overall responsibility for the proper running of the co-op.

Mr Seah also proposed for the voting of election or removal of officers by a show of hands instead of secret ballot. The requirement of the secret ballot is, in fact, to protect the interest of individual members. A co-op is different from companies as the members know each other through common bond or interest. Being in the same community or organisation, some may fear possible negative repercussions should their votes be known to other members. We understand that a secret ballot may not be necessary for co-ops with mainly institutional members, for example, and hence, has been amenable to granting exemptions upon request.

Mr Seah also noted that under cooperative legislation, co-ops may only pay dividends from the current year's surplus. He has asked for this Bill to allow co-ops to draw down on past reserves. Given its social mission, a co-op should be prudent, especially when it has made a loss. It should not incur additional expenditure by declaring dividends and eating into its reserves. We acknowledge Mr Seah's argument that notwithstanding a co-op has made a loss in a financial year, it could, in fact, have positive or healthy accumulated reserves. The definition of what constitutes as healthy reserves, however, may be subjective. Notwithstanding, we are prepared to relook this matter as part of the next review of the legislation.

Mr Desmond Choo inquired on whistleblowing policies for co-ops. In the Code of Governance, the Committee of Managements are advised to implement a whistleblowing policy for staff, and any other person, to raise concerns about possible improprieties in confidence.

Mr Deputy Speaker, Sir, my Ministry takes a balanced approach in our regulation of the co-op sector, which is reflected in the Bill today. While we strengthen our regulatory oversight of credit co-ops, we are mindful not to burden the sector with additional compliance costs, where possible. We put forth the competency framework for the key credit co-ops' officers and enhanced the Registrar's abilities to act and protect the members' interests in severe circumstances. This is especially pertinent in the case of credit co-ops, where panic among members could cause a run on deposits, for example.

At the same time, co-ops are still relevant and they are an important form of social enterprise, which contribute to our nation's social and economic fabric. Hence, our legislation makes it easier to set up and operate co-ops. We hope to see more and better co-ops in various sectors, such as social service, silver and youth, thus making a positive difference to the lives of fellow Singaporeans. Mr Deputy Speaker, Sir, I beg to move.

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. – [Ms Sim Ann].

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