*RETIREMENT FUND ACT 2007

This Act comes into operation on a date to be appointed by the

Minister by notification in the Gazette.

Interpretation

debentures, stocks or bonds issued or proposed to be issued by any government

shares in or debentures of a body corporate;

unit trusts, exchange traded fund or prescribed instruments, and

any Islamic securities, and includes any right, option or interest ini respect thereof;

“company” means a company incorporated under the Companies

Act 1965 [Act 125], a trust company incorporated under the Trust

Companies Act 1949 [Act 100] or any company incorporated under any written law;

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“financial year” means a period ending on the thirty-first day of

December of each year;

“appointed date” means the date of commencement of this Act appointed by the Minister under subsection 1(2).

The Retirement Fund (Incorporated) shall have perpetual succession and a common seal, and may sue and be sued in its corporate name.

Subject to and for the purposes of this Act, the Retirement

Fund (Incorporated), upon such terms as it deems fit, may —

The Retirement Fund (Incorporated) shall have the power to perform any or all of its functions, wholly or partly, in or outside

Malaysia.

The Retirement Fund (Incorporated) with the approval of the

Minister, may —

The provisions of the First Schedule shall apply to a corporation established under paragraph (3)(b).

The Retirement Fund (Incorporated) may act as an agent of

Government

The Retirement Fund (Incorporated) may be paid by the

Government of Malaysia for services rendered by it as an agent of the

Government of Malaysia under subsection (1).

Common seal

The common seal shall be kept in the custody of the Chief

Executive Officer and shall be authenticated by either the Chief

Executive Officer or by any officer duly authorized by the Board in writing.

All deeds, documents and other instruments purporting to be sealed with the common seal and authenticated in accordance with subsection (2) shall, until the contrary is proved, be deemed to have been validly executed.

Any deed, document or instrument which, if executed by a person not being a body corporate, is not required to be under seal, may in like manner be executed by a member of the Retirement Fund

(Incorporated) or any officer or servant of the Retirement Fund

(Incorporated) authorized on that behalf.

The common seal of the Retirement Fund (Incorporated)

shall be officially and judicially noticed.

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Board

Notwithstanding subsection (1), all matters pertaining to the investment of the Fund shall, subject to subsection 7(4), be dealt with by the Investment Panel.

The Board shall have powers to perform its duties as are given or imposed by this Act and do all acts which may be exercised or done by the Retirement Fund (Incorporated).

The Board shall consist of the following members who shall be appointed by the Minister:

The Board may —

On the request of the Investment Panel, the Board shall appoint and pay such persons referred to in subsection (5), in or outside Malaysia, as the Investment Panel may require for the purposes of carrying out its duties and functions under this Act.

The Minister may issue general guidelines consistent with the provisions of this Act with respect to the exercise of the Board’s functions and the Board shall give effect to all guidelines issued under this section.

The provisions of the Second Schedule shall apply to members of the Board.

Investment Panel

The Investment Panel shall consist of the following members who shall be appointed by the Minister:

The Investment Panel may, with the prior approval of the

Minister, delegate to its Chairman any of the powers set out in subsection 14(1), for the purposes of carrying out its functions in cases of emergency, as may be determined by the Board. The

Chairman shall exercise such powers in accordance with the directions of the Investment Panel.

The Investment Panel shall be subject to such directions as to general policy that may be issued by the Board and approved by the

Minister from time to time.

The Investment Panel shall report its activities to the Board in such form and manner as the Board may determine.

The provisions of the Second Schedule shall apply to members of the Investment Panel.

Committees

A member of a committee shall hold office for such term as may be specified in the terms of his appointment and shall be eligible for reappointment.

A member of a committee may, at any time, resign by giving a notice in writing to the chairman of the committee.

The Board may revoke the appointment of any member of a committee without assigning any reason for the revocation.

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The Board may, at any time, discontinue or alter the constitution of a committee.

A committee may regulate its own procedure and, in the exercise of its powers under this subsection, such committee shall be subject to and act in accordance with any direction given to the committee by the Board.

Meetings of a committee shall be held at such times and places as the chairman of the committee may determine, subject to any direction of the Board under subsection (6).

A committee shall cause—

A committee may invite any person to attend any meeting of the committee for the purpose of advising it on any matter under discussion but that person is not entitled to vote at any meeting.

The members of a committee or any person invited under subsection (9) shall be paid such allowances and other expenses as the Board may determine.

Chief Executive Officer

The Board may appoint any member of the Board to act as the

Chief Executive Officer if —

The Chief Executive Officer shall have such powers and duties as may be conferred or imposed upon him by this Act or as may be conferred or imposed by the Board from time to time in addition to such powers and duties as may be specified in his contract of appointment.

The Chief Executive Officer shall be responsible for the day to day administration and management of the affairs of the

Retirement Fund (Incorporated), including the implementation of the decisions made by the Board and the investment decisions made by the Investment Panel in accordance with section 14 and the administrative control of the employees, officers and servants.

The Chief Executive Officer shall be answerable and accountable to the Board for the exercise of his powers and the performance of his duties.

The Chief Executive Officer shall be paid such remuneration as the Board may determine, with the approval of the Minister.

Appoinment of officer, servant, attorney, agent, etc.

The Board may delegate to any member of the Board, member of a committee or officer, comprising such members or officers or both such members and officers, appointed by it, any of its powers under subsection (1) and that member of the Board, member of a committee or officer shall exercise those powers under the direction and control of the Board.

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The officers and servants of the Retirement Fund

(Incorporated) shall hold office for such period, receive such remuneration subject to such terms and conditions of service including retirement benefits as may be determined by the Board.

The Board may, by an instrument under its seal, appoint any person in or outside Malaysia to be the attorney or agent of the

Retirement Fund (Incorporated) for such purposes and with such powers as the Board deems fit to confer by the instrument.

Disclosure of interest

A disclosure under subsection (1) shall be recorded in the minutes of the meeting of the Board, Investment Panel or committee, as the case may be, in which the matter is discussed and, after the disclosure, the member—

A member of the Board, Investment Panel or committee who fails to disclose his interest as required under subsection (1) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding two hundred and fifty thousand ringgit or to imprisonment for a term not exceeding five years or to both.

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No act or proceedings of the Board, Investment Panel or committee shall be invalidated on the ground that any member of the

Board, Investment Panel or committee has contravened this section.

For the purposes of this section—

“a member of his family”, in relation to a member of the Board,

Investment Panel or committee, includes—

Without prejudice to the generality of subsection (1), regulations may be made—

Regulations made under this section—

There shall be paid or transferred from time to time into the

Fund—

The moneys and property referred to in paragraph (2)(d) shall include—

Notwithstanding subsections (2) and (3), there shall be paid to or vested in the Fund such moneys and property from any source or under any law or as the Minister may approve.

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The Fund shall be applied towards the cost of payment of any pension, gratuity or other benefit granted under any written law in such manner and at such times as shall be authorized by the Minister.

The Fund may be applied towards—

Any person who causes moneys or any property to be paid or transferred out of the Fund in contravention of subsections (4), (5)

and (6) shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding two million ringgit or to imprisonment for a term not exceeding ten years or to both.

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Investment of the Fund

on deposit in any currency including the ringgit in —

the Central Bank of Malaysia;

any bank or duly licensed financial institution outside

Malaysia;

in money market instruments, including treasury bills, bankers’ acceptances, certificates of deposit and any financial instruments recognized by the relevant regulatory body in any currency including the ringgit;

in loans, on terms remunerative to the Retirement Fund

(Incorporated), to the Federal Government or the

Government of any State in Malaysia subject to Article 111 of the Federal Constitution;

in loans, on terms remunerative to the Retirement Fund

(Incorporated) and with the acceptable credit criteria, in respect of any public authority or corporation in which the Federal Government has an interest;

in loans, on terms remunerative to the Retirement Fund

(Incorporated), in respect of any company;

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in bonds, commercial notes, private debt securities, promissory notes and bills of exchange within the meaning of the Bills of Exchange Act 1949 [Act 204] and other negotiable instruments of similar nature on terms remunerative to the Retirement Fund (Incorporated), in respect of any company or corporation;

in bonds, commercial notes, private debt securities, promissory notes and bills of exchange within the meaning of the Bills of Exchange Act 1949 and other negotiable instruments of similar nature on terms remunerative to the Retirement Fund (Incorporated), in respect of any public authority or corporation in which the Federal Government has an interest;

in the acquisition or subscription for shares or debentures in any public company whose securities are listed or have been approved for listing on a stock exchange in

Malaysia, the issue or sale of which has been approved under the Capital Market and Services Act 2007 [Act 671] or securities in a company which has been approved to be listed in any stock exchange outside Malaysia subject to the listing of such security being approved by law in the foreign jurisdiction;

in the securities of companies or corporations which are not listed and quoted on any stock exchange established in Malaysia provided that the total amount of moneys so invested in any one such company or corporation shall not exceed thirty per centum of the total amount of shareholders’ funds of that enterprise at the time of the investment unless prior written approval of the Minister is obtained to invest in excess of such percentage;

in the acquisition of movable or immovable property and interests therein;

(ja) with the approval of the Minister —

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in the development of buildings, infrastructure and natural resources, and the interest within;

in private equity fund managed by —

any fund management company registered with the

Securities

Commission

Malaysia or

Companies

Commission of

Malaysia;

any fund management company registered by any regulatory body outside Malaysia; or

any limited liability partnership registered by any regulatory body outside Malaysia; and

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in any other investment with the approval of the

Minister.

In granting any approval under paragraph (1)(i) and (ja), the

Minister may impose such terms or conditions as he may consider necessary.

Any person who causes moneys or any property to be invested in contravention of this section shall be guilty of an offence and shall, on conviction, be liable to a fine not exceeding two million ringgit or to imprisonment for a term not exceeding ten years or to both.

Unclaimed moneys

Notwithstanding any law to the contrary, all unclaimed moneys shall be held under the Fund until those moneys are paid to the persons entitled thereto, being, in respect of an individual person, that individual’s heirs, executors, personal representatives, administrators, assigns, lawful attorney or agent.

Statutory Bodies (Accounts and Annual Reports) Act 1980

Any payment out of the Consolidated Fund under subsection (1) shall as soon as practicable be repaid by the

Retirement Fund (Incorporated) to the Consolidated Fund and until such repayment has been made, any such sums outstanding shall be a debt due to the Government and secured by a first charge over the assets of the Fund.

Attempts and abetments punishables as offences

attempts to commit any offence under this Act or any regulation made under this Act;

does any act preparatory to or in furtherance of the commission of any offence under this Act or any regulation made under this Act; or

abets or is engaged in a criminal conspiracy as defined in the Penal Code [Act 574] to commit any offence under this Act or any regulation made under this Act, whether or not the offence is committed in consequence thereof, shall be guilty of that offence and shall, on conviction, be liable to the penalty provided for the offence.

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Liability of managers, etc.

Where any principal would be liable under this Act or any regulation made under this Act to any punishment or penalty for any act, omission, neglect or default, he shall be liable to the same punishment or penalty for every such act, omission, neglect or default of any of his servants or agents if such act, omission, neglect or default was committed by such servant in the course of his employment or by the agent when acting on behalf of the principal.

Public servant and protection

The Public Authorities Protection Act 1948 [Act 198] shall apply to any action, suit, prosecution or proceedings against any member of the Board, Investment Panel, committee, officer and servant of the Retirement Fund (Incorporated) in respect of any act, omission, neglect or default committed by him in such capacity.

Obligation of secrecy

no member of the Board, Investment Panel, committee, officers and servants of the

Retirement

Fund

(Incorporated) or any person attending any meeting of the Board, Investment Panel or any of its committees, whether during or after his tenure of office or employment, shall disclose any information which has been obtained by him in the course of his duties and which is not published in pursuance of this Act; and

no other person who has by any means access to any information or documents relating to the affairs of the

Retirement Fund (Incorporated) shall disclose such information or document.

Any person who contravenes subsection (1) commits an offence and shall, on conviction, be liable to a fine not exceeding one hundred thousand ringgit or to imprisonment for a term not exceeding three years or to both.

Power to amend Schedules

the Pensions Trust Fund Act 1991 [Act 454], which is referred to as the “repealed Act” in this Act, shall cease to have effect and shall be repealed; and

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the Pensions Trust Fund, the Pensions Trust Fund

Council and the Investment Panel established under the repealed Act shall cease to exist.

Continuance of laws, etc.

Any reference in any written law to the repealed Act, the

Pensions Trust Fund Council or the Pensions Trust Fund shall, unless the context otherwise requires, be construed as references to this Act, the Retirement Fund (Incorporated) or the Fund, as the case may be, and expressions importing such a reference shall be construed accordingly.

Transfer of powers, etc.

Subject to this Act and any direction of the Minister, all choses in action, assets and other property whatsoever other than land which immediately before the appointed date were vested in the

Pensions Trust Fund Council or in any person on behalf of the

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Pensions Trust Fund Council shall on that date vest in the Retirement

Fund (Incorporated).

Existing contracts

Subject to this Act, any proceedings whether civil or criminal, or cause of action pending or existing immediately before the appointed date by or against the Pensions Trust Fund Council or any person acting on its behalf may be continued or instituted by or against the Retirement Fund (Incorporated) as it might have been by or against the Pensions Trust Fund Council or such person as if this

Act had not been enacted.

Any appeal brought or any leave to appeal applied for on or after the appointed date against a decision given in any legal proceedings before that date to which the Pensions Trust Fund

Council was a party may be brought by or against the Retirement

Fund (Incorporated).

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Transfer of Fund

the purposes and objects for which such corporation is established;

the rights, powers, duties and functions of such corporation;

the system of management of such corporation;

the proceedings and meetings of the corporation, including the quorum required for, and the manner of voting at meetings;

the finances of the corporation, the accounts to be kept and the audit of the accounts;

the terms and conditions of service of officers and servants of the corporation;

the relationship between such corporation and the Retirement Fund

(Incorporated) and its rights of control over such corporation; and

any matters relating to winding up and dissolution of such corporation.

Effect of regulations

The extent of the liability of a corporation to its creditors shall be limited to the value of its assets at the time the order of winding up and dissolution comes into force.

Upon the dissolution of any corporation under this paragraph, the assets of the corporation after discharging all its liabilities shall be transferred to and shall vest in the Retirement Fund (Incorporated).

The Retirement Fund (Incorporated) shall not be called upon at any time to meet the liabilities of a corporation in the event that the assets of the corporation are insufficient to meet its liabilities.

Status of corporation