(c) financial reporting or record keeping of transfers when necessary to assist law enforcement or financial regulatory authorities;
(d) criminal or penal offences;
(e) ensuring compliance with orders or judgments in judicial or administrative proceedings; or
(f) social security, public retirement or compulsory savings schemes.
Article 10.12. Denial of Benefits
Subject to prior notification and consultation, according to the procedures set out in Article 15.3 (Consultations), a Party may deny the benefits of this Chapter to a service supplier of the other Party if the service is being supplied by an enterprise that has no substantial business activities in the territory of the other Party and it is owned or controlled by persons of a non-Party or the denying Party.
Article 10.13. Transparency
1. Each Party shall publish promptly and, except in emergency situations, at the latest by the time of their entry into force, all relevant measures of general application which pertain to or affect the operation of this Chapter. International agreements which pertain to or affect cross-border trade in services to which a Party is a signatory shall also be published.
2. Where publication as referred to in paragraph 1 above is not practicable, such information shall be made otherwise publicly available.
3. Each Party shall respond promptly to all requests by the other Party for specific information on any of its measures of general application or international agreements within the meaning of paragraph 1 above. Each Party shall also establish one or more enquiry points to provide specific information to the other Party, upon request, on all such matters.
Article 10.14. Monopolies and Exclusive Service Suppliers
1. Each Party shall ensure that any monopoly supplier of a service in its territory does not, in the supply of the monopoly service in the relevant market, act in a manner inconsistent with its obligations under Articles 10.3, 10.4, 10.5 and 10.6.
2. Where a Party’s monopoly supplier competes, either directly or through an affiliated company, in the supply of a service outside the scope of its monopoly rights and which is subject to that Party’s obligations under Articles 10.3, 10.4, 10.5 and 10.6., the Party shall ensure that such a supplier does not abuse its monopoly position to act in its territory in a manner inconsistent with such obligations.
3. If a Party has reason to believe that a monopoly supplier of a service of the other Party is acting in a manner inconsistent with paragraph 1 or 2, it may request the other Party establishing, maintaining or authorising such supplier to provide specific information concerning the relevant operations in its territory.
4. The provisions of this Article shall also apply to cases of exclusive service suppliers, where a Party, formally or in effect:
(a) authorises or establishes a small number of service suppliers; and
(b) substantially prevents competition among those suppliers in its territory.
Article 10.15. Cooperation
Both Parties shall encourage and facilitate, as appropriate:
(a) public and private cooperation through the exchange of knowledge, experience and best practices in key industries so as to position them as leaders in their respective regions; and
(b) promoting the use and development of their respective logistics services to facilitate international trade, including, where applicable, cooperating in the multilateral fora to ensure that countries with interests in logistics facilities are addressed.
Annex 10A. MOVEMENT OF BUSINESS PERSONS
Article 1. Scope
This Annex applies to measures affecting the movement of natural persons of a Party who enter the territory of the other Party for business purposes.
Article 2. Definitions
For the purposes of this Annex, the following definitions shall apply:
1. immigration formality means a visa, employment pass (in the case of Singapore), working permit (in the case of Panama) or other document or electronic authorisation granting a natural person of one Party the right to reside or work in the territory of the other Party;
2. intra-corporate transferee means an employee of a service supplier, enterprise of a Party or an investor of a Party as defined in Chapter 9 (Investment), who has been so employed for a period of not less than one year immediately preceding the date of the application for temporary entry, and who is:
(a) a manager, meaning a business person within an organisation who primarily directs the organisation or a department or sub- division of the organisation, supervises and controls the work of other supervisory, professional or managerial employees, has the authority to hire and fire or take other personnel actions (such as promotion or leave authorisation), and exercises discretionary authority over day-to-day operations. This does not include a first-line supervisor, unless the employees supervised are professionals, nor does this include an employee who primarily performs tasks necessary for the provision of the service or operation of an investment;
(b) an executive meaning a business person within an organisation who primarily directs the management of the organisation, exercises wide latitude in decision-making, and receives only general supervision or direction from higher level executives, the board of directors, or stockholders of the business. An executive would not directly perform tasks related to the actual provision of the service or the operation of an investment; or
(c) a specialist meaning a business person within an organisation who possesses knowledge at an advanced level of expertise and who possesses proprietary knowledge of the organisation’s service, research equipment, techniques, or management (a specialist may include, but is not limited to, members of a licensed profession);
3. temporary entry means entry by an intra-corporate transferee, as the case may be, without the intent to establish permanent residence and for the purpose of engaging in activities which are clearly related to their respective business purposes.
Article 3. Intra-Corporate Transferees
A Party shall grant temporary entry to an intra-corporate transferee of the other Party who otherwise meets its criteria for the grant of an immigration formality unless there has been a breach of any of the conditions governing temporary entry, or an application for an extension of an immigration formality has been refused on such grounds of national security or public order by the granting Party as it deems fit:
(a) in the case of Singapore, for an initial period of up to two years which may be extended for periods of up to three years at a time for a total term not exceeding 8 years; and
(b) in the case of Panama, for an initial period of up to two years which may be extended for periods of up to three years at a time for a total term not exceeding 8 years.
Article 4. Provision of Information
A Party shall:
(a) publish or otherwise make available to the other Party such information as will enable the other Party to become acquainted with its measures relating to this Annex; and
(b) no later than six months after the date of entry into force of this Agreement, prepare, publish or otherwise make available in its own territory, and in the territory of the other Party, explanatory material regarding the requirements for temporary entry under this Annex in such a manner as will enable business persons of the other Party to become acquainted with them.
Article 5. Dispute Settlement
1. A Party may not initiate proceedings under Chapter 15 (Dispute Settlement) regarding a refusal to grant temporary entry under this Annex unless:
(a) the matter involves a pattern of practice; and
(b) its natural persons affected have exhausted the available domestic administrative remedies regarding the particular matter.
2. The remedies referred to in paragraph 1(b) shall be deemed to be exhausted if a final determination in the matter has not been issued by the competent authority within one year of the institution of proceedings for domestic administrative remedies, including proceedings by way of review, and the failure to issue a determination is not attributable to delays caused by the natural person.
Article 6. Expeditious Application Procedures
A Party shall process expeditiously applications for immigration formalities from natural persons of the other Party, including further immigration formality requests or extensions thereof, particularly applications from members of professions for which mutual recognition arrangements have been concluded.
Article 7. Notification of Outcome of Application
A Party shall notify the applicants for temporary entry, either directly or through their prospective employers, of the outcome of their applications, including the period of stay and other conditions.
Article 8. Online Lodgement and Processing
Where possible, after the date of entry into force of this Agreement, the Parties shall provide facilities for online lodgement and processing:
(a) in the case of Singapore, of employment passes which shall be applied for by the prospective employers; and
(b) in the case of Panama, of working permits which shall be applied for by the prospective employers.
Article 9. Resolution of Problems
The relevant authorities of both Parties shall endeavour to favourably resolve any specific or general problems (within the framework of their domestic laws, regulations and other similar measures governing the temporary entry of natural persons), which may arise from the implementation and administration of this Annex.
Article 10. Labor Marketing Testing
Neither Party shall require labour market testing, labour certification tests or other procedures of similar effect as a condition for temporary entry in respect of natural persons on whom the benefits of this Annex are conferred.
Annex 10B. MARITIME TRANSPORT SERVICES
Article 1. Scope
This Annex applies to measures adopted or maintained by a Party affecting maritime transport services by maritime transport service suppliers of the other Party.
Article 2. Taxes, Tariffs and Port Access Fees
1. On a reciprocal basis, each Party shall afford vessels of the other Party the same treatment that it accords to its own vessels with respect to taxes assessed on tonnage or freight value and other taxes, port access fees and levies (1).
2. Port services shall be made available to international maritime transport services suppliers of the Parties on reasonable and non- discriminatory terms and conditions (2).
3. Vessels of a Party shall have the right to call at ports of the other Party, subject to advance notice requirements of such entry to the appropriate authorities of that Party. Nothing in this Agreement with respect to port access shall be construed to prevent either Party from taking actions necessary for the protection of its national security, safety or environmental interests.
Article 3. Coastwise Transportation of Empty Vans, Tanks and Barges
Notwithstanding any other provision of law or treaty, a vessel of a Party may transport the following goods between points embraced within the coastwise laws of either Party:
(a) Empty cargo vans, empty lift vans, and empty shipping tanks; equipment for use with cargo vans, lift vans, or shipping tanks; empty barges specifically designed for carriage aboard a vessel and equipment, excluding propulsion equipment, for use with such barges; and empty instruments of international traffic, including containers, if such articles are owned or leased by the owner or operator of the transporting vessel and are transported for his use in handling his cargo in foreign trade; and
(b) Stevedoring equipment and material, if such equipment and material is owned or leased by the owner or operator of the transporting vessel, or is owned or leased by the stevedoring company contracting for the lading or unlading of that vessel, and is transported without charge for use in the handling of cargo in foreign trade.
Article 4. International Maritime Transport and Feeder Services
Transportation between a port of a Party and a port of the other Party is open. In addition, international maritime transport services suppliers of a Party can operate between ports of the other Party for the purposes of pre and onward carriage of their own international cargo.
Article 5. Bilateral of Multilateral Agreements In Force
A Party that is a party to an agreement or arrangement regarding maritime transport services, whether existing or in future, shall, upon a written request, afford adequate opportunity for the other Party, if that other Party is interested, to negotiate its accession to such an agreement or arrangement or to negotiate comparable ones with it.
Chapter 11. FINANCIAL SERVICES
Article 11.1. Scope and Coverage
1. This Chapter applies to measures adopted or maintained by a Party relating to:
(a) financial institutions of the other Party;
(b) investors of the other Party, and investments of such investors, in financial institutions in the Party’s territory; and
(c) cross-border trade in financial services.
2. Chapters 9 (Investment) and 10 (Cross-Border Trade in Services) apply to measures described in paragraph 1 only to the extent that these Chapters or the Articles therein are incorporated into this Chapter. Accordingly:
(a) Articles 9.7 (Expropriation and Compensation), 9.8 (Transfers), 9.11 (Denial of Benefits) and 10.12 (Denial of Benefits) are hereby incorporated into and made a part of this Chapter;
(b) Article 9.13 (Investor-State Dispute Settlement) is hereby incorporated into and made a part of this Chapter solely for claims that a Party has breached Articles 9.7 (Expropriation and Compensation), 9.8 (Transfers), 9.11 (Denial of Benefits) as incorporated into this Chapter; and
(c) Article 10.11 (Transfers and Payments), is incorporated into and made a part of this Chapter to the extent that cross-border trade in financial services is subject to obligations pursuant to Article 11.5.
3. This Chapter does not apply to measures adopted or maintained by a Party relating to:
(a) activities or services forming part of a public retirement plan or statutory system of social security; or
(b) activities or services conducted for the account or with the guarantee or using the financial resources of the Party, including its public entities,
except that this Chapter shall apply if a Party allows any of the activities or services referred to in sub-paragraphs (a) or (b) to be conducted by its financial institutions in competition with a public entity or a financial institution.
4. This Chapter does not apply to laws, regulation or requirements governing the procurement by government agencies of financial services purchased for government purposes and not with a view to commercial resale or use in the supply of services for commercial sale.
Article 11.2. National Treatment
1. Each Party shall accord to investors of the other Party treatment no less favorable than that it accords to its own investors, in like circumstances, with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of financial institutions and investments in financial institutions in its territory.
2. Each Party shall accord to financial institutions of the other Party and to investments of investors of the other Party in financial institutions treatment no less favourable than that it accords to its own financial institutions, and to investments of its own investors in financial institutions, in like circumstances, with respect to the establishment, acquisition, expansion, management, conduct, operation, and sale or other disposition of financial institutions and investments.
3. For purposes of the national treatment obligations in Article 11.6.1, a Party shall accord to cross-border financial service suppliers of the other Party treatment no less favorable than that it accords to its own financial service suppliers, in like circumstances, with respect to the supply of the relevant service.
Article 11.3. Most-Favoured Nation Treatment
Each Party shall accord to investors of the other Party, financial institutions of the other Party, investments of investors in financial institutions, and cross- border financial service suppliers of the other Party treatment no less favorable than that it accords to the investors, financial institutions, investments of investors in financial institutions and cross-border financial service suppliers of the other Party or of a non-Party, in like circumstances.
Article 11.4. Recognition of Prudential Measures
1. A Party may recognise prudential measures of the other Party or of a non-Party in the application of measures covered by this Chapter. Such recognition may be:
(a) accorded unilaterally;
(b) achieved through harmonization or other means; or
(c) based upon an agreement or arrangement with the other Party or a non-Party.
2. A Party according recognition of prudential measures under paragraph 1 shall provide adequate opportunity to the other Party to demonstrate that circumstances exist in which there are or would be equivalent regulation, oversight, implementation of regulation, and, if appropriate, procedures concerning the sharing of information between the Parties.
3. Where a Party accords recognition of prudential measures under paragraph 1(c) and the circumstances set out in paragraph 2 exist, the Party shall provide adequate opportunity to the other Party to negotiate accession to the agreement or arrangement, or to negotiate a comparable agreement or arrangement.
Article 11.5. Market Access for Financial Institutions
A Party shall not adopt or maintain, with respect to financial institutions of the other Party, either on the basis of a regional sub-division or on the basis of its entire territory, measures that:
(a) impose limitations on:
(i) the number of financial institutions whether in the form of numerical quotas, monopolies, exclusive service suppliers, or the requirements of an economic needs test;
(ii) the total value of financial service transactions or assets in the form of numerical quotas or the requirement of an economic needs test;
(iii) the total number of financial service operations or the total quantity of financial services output expressed in terms of designated numerical units in the form of quotas or the requirement of an economic needs test; or
(iv) the total number of natural persons that may be employed in a particular financial service sector or that a financial institution may employ and who are necessary for, and directly related to, the supply of a specific financial service in the form of a numerical quota or the requirement of an economic needs test; or
(b) restrict or require specific types of legal entity or joint venture through which a financial institution may supply a service.
Article 11.6. Cross-Border Trade In Financial Services
1. Each Party shall permit, under terms and conditions that accord national treatment, cross-border financial service suppliers of the other Party to supply the financial services as specified in Annex 11.6.
2. A Party shall permit persons located in its territory, and its nationals wherever located, to purchase financial services from cross-border financial service suppliers of the other Party located in the territory of that other Party.
3. This Article does not require a Party to permit such suppliers to do business or solicit in its territory. Each Party may define “doing business” and “solicitation” for purposes of this obligation, as long as such definitions are not inconsistent with paragraph 1.
4. Without prejudice to other means of prudential regulation of cross- border trade in financial services, a Party may require the registration, authorisation or licensing of cross-border financial service suppliers of the other Party and of financial instruments.
Article 11.7. New Financial Services (1)
A Party shall permit a financial institution of the other Party to supply any new financial service that the former Party would permit its own financial institutions, in like circumstances, to supply without additional legislative action by the Party. Notwithstanding Article 11.5(b), a Party may determine the institutional and juridical form through which the new financial service may be supplied and may require authorization for the supply of the service. Where a Party requires such authorization of the new financial service, a decision shall be made within a reasonable time and the authorization may only be refused for prudential reasons.
Article 11.8. Treatment of Certain Information
Nothing in this Chapter requires a Party to furnish or allow access to:
(a) information related to the financial affairs and accounts of individual customers of financial institutions or cross-border financial service suppliers; or
(b) any confidential information, the disclosure of which would impede law enforcement or otherwise be contrary to the public interests or prejudice legitimate commercial interests of particular enterprises.
Article 11.9. Senior Management and Boards of Directors
1. A Party may not require financial institutions of the other Party to engage individuals of any particular nationality as senior managerial or other essential personnel.
2. A Party may not require that a majority of the board of directors of a financial institution of the other Party be composed of nationals of the Party, persons residing in the territory of the Party, or a combination thereof.
Article 11.10. Non-Conforming Measures
1. Articles 10.2, 10.3, 10.5, 10.6 and 10.9 do not apply to:
(a) any existing non-conforming measure that is maintained by a Party at the central level of government, as set out by that Party in Section A of its Schedule to Annex III (Non-Conforming Measures); or
(b) the continuation or prompt renewal of any non-conforming measure referred to in sub-paragraph (a).
2. Articles 10.2, 10.3, 10.5, 10.6 and 10.9 do not apply to any measure that a Party adopts or maintains with respect to sectors, sub-sectors, or activities, as set out in Section B of its Schedule to Annex III (Future Measures).
3. Section C of the Schedule to Annex III establishes certain specific commitments by each Party.
4. A non-conforming measure set out in a Party’s Schedule to Annex I or II as a measure to which Articles 9.3 (National Treatment), 9.4 (Most-Favored Nation Treatment), 10.3 (National Treatment), 10.4 (Most-Favored Nation Treatment) and 10.5 (Market Access) does not apply, shall be treated as a non-conforming measure described in paragraph 1(a) to which Articles 11.2, 11.3, or 11.5, as the case may be, does not apply, to the extent that the measure, sector, sub-sector or activity set out in the schedule of non- conforming measures is covered by this Chapter.
Article 11.11. Exceptions
1. Notwithstanding any other provision of this Chapter, Chapters 9 (Investment), 12 (Telecommunications) or 13 (Electronic Commerce), including specifically Article 12.12 (Relationship with other Chapters), and in addition Article 11.1 with respect to the supply of financial services in the territory of a Party by an investor of the other Party or investments of investors of the other Party, as defined in Chapter 9 (Investment), a Party shall not be prevented from adopting or maintaining measures for prudential reasons (2), including for the protection of investors, depositors, policy holders or persons to whom a fiduciary duty is owed by a financial institution or cross-border financial service supplier, or to ensure the integrity and stability of the financial system. Where such measures do not conform with the provisions of this Agreement referred to in this paragraph, they shall not be used as a means of avoiding the Party’s commitments or obligations under such provisions.
2. Nothing in this Chapter, Chapters 9 (Investment), 12 (Telecommunications) or 13 (Electronic Commerce), including specifically Article 12.12 (Relationship with other Chapters), and in addition Article 11.1 with respect to the supply of financial services in the territory of a Party by an investor of the other Party or investments of investors of the other Party, as defined in Chapter 9 (Investment), applies to non-discriminatory measures of general application taken by any public entity in pursuit of monetary and related credit policies or exchange rate policies. This paragraph shall not affect a Party’s obligations under Articles 9.6 (Performance Requirements), 9.8 (Transfers) or 10.11 (Transfers and Payments).
3. Notwithstanding Articles 9.8 (Transfers) or 10.11 (Transfers and Payments), as incorporated into this Chapter, a Party may prevent or limit transfers by a financial institution or cross-border financial service supplier to, or for the benefit of, an affiliate of or person related to such institution or supplier, through the equitable, non-discriminatory and good faith application of measures relating to maintenance of the safety, soundness, integrity or financial responsibility of financial institutions or cross-border financial service suppliers. This paragraph does not prejudice any other provision of this Agreement that permits a Party to restrict transfers.
4. For greater certainty, nothing in this Chapter shall be construed to prevent the adoption or enforcement by any Party of measures necessary to secure compliance with laws or regulations that are not inconsistent with this Chapter, including those relating to the prevention of deceptive and fraudulent practices or to deal with the effects of a default on financial services contracts, subject to the requirement that such measures are not applied in a manner which would constitute a means of arbitrary or unjustifiable discrimination between countries where like conditions prevail, or a disguised restriction on investment in financial institutions or cross-border trade in financial services.
Article 11.12. Transparency
1. The Parties recognise that transparent regulations and policies governing the activities of financial institutions and cross-border financial service suppliers are important in facilitating financial institutions located outside the territory of the Party, financial institutions of the other Party and cross-border financial service suppliers to gain access to and operate in the other Party’s market. Each Party commits to promote regulatory transparency in financial services.
2. In lieu of Article 14.2 (Publication), a Party shall, to the extent practicable:
(a) publish in advance any regulations of general application relating to the subject matter of this Chapter that it proposes to adopt; and
(b) provide interested persons of the other Party a reasonable opportunity to comment on such proposed regulations.
3. At the time it adopts final regulations, a Party should, to the extent practicable, address in writing any substantive comments received from interested persons with respect to the proposed regulations.
4. To the extent practicable, each Party should allow reasonable time between publication of final regulations and their effective date.
5. Each Party shall ensure that the rules of general application adopted or maintained by their self-regulatory organisations are promptly published or otherwise made available in such a manner as to enable interested persons to become acquainted with them.
6. Each Party shall maintain or establish appropriate mechanisms that will respond to inquiries from interested persons regarding measures of general application covered by this Chapter.
7. Each Party’s regulatory authorities shall make available to interested persons their requirements, including any documentation required, for completing applications relating to the supply of financial services.
8. On the request of an applicant, the regulatory authority shall inform the applicant of the status of its application. If such authority requires additional information from the applicant, it shall notify the applicant without undue delay.
9. A regulatory authority shall make an administrative decision on a completed application of an investor in a financial institution, a financial institution or a cross-border financial service supplier of the other Party relating to the supply of a financial service within 120 days, and shall promptly notify the applicant of the decision. An application shall not be considered complete until all relevant hearings are held and all necessary information is received. Where it is not practicable for a decision to be made within 120 days, the regulatory authority shall notify the applicant without undue delay and shall endeavour to make the decision within a reasonable time thereafter.