Original title: Regulations on the conduct of major shareholders of bancassurance institutions: improper intervention is strictly prohibited, and related transactions set a red line
The Paper Journalist Hu Zhiting
Regulations concerning the behavioral supervision of major shareholders of bancassurance institutions are coming.
On June 17, the China Banking and Insurance Regulatory Commission publicly solicited opinions from the public on the “Measures for the Supervision of the Behavior of Major Shareholders of Banking and Insurance Institutions (Trial)” (Draft for Solicitation of Comments) (hereinafter referred to as “Draft for Solicitation of Comments”). The “Draft for Solicitation of Opinions” contains 8 chapters and 58 articles including general principles, shareholding behaviors, governance behaviors, transaction behaviors, responsibilities and obligations, bancassurance institutions, supervision and management, and supplementary provisions.
What is a major shareholder? The “Draft for Comments” gives several clear criteria, such as holding large state-controlled commercial banks, national joint-stock commercial banks, foreign-funded corporate banks, private banks, insurance institutions, financial asset management companies, Financial leasing companies, consumer finance companies, auto finance companies and other institutions with more than 15% of the equity; or shareholders holding more than 10% of the equity of urban commercial banks, rural commercial banks and other institutions.
For another example, the person who actually holds the most equity in a bancassurance institution (including shareholders with the same number of shares), or nominates two or more directors and supervisors in total, or the board of directors of the bancassurance institution believes that it has a controlling influence on the operation and management of the bancassurance institution The shareholders are all major shareholders.
The shareholding ratios of shareholders, their related parties, and persons acting in concert are combined and calculated. If the total shareholding ratio meets the above requirements, the shareholders and their related parties and persons acting in concert shall be regarded as major shareholders for management.
The “Draft for Comments” requires that the major shareholders of bancassurance institutions should strengthen capital constraints, maintain an appropriate level of leverage, and scientifically deploy investment in bancassurance institutions to ensure that their investment behavior is compatible with their own capital scale, continuous capital contribution capacity, and management level. The number of shares of bancassurance institutions shall meet the relevant regulatory requirements.
In terms of equity capital, the “Draft for Comments” emphasizes that major shareholders of bancassurance institutions should use their own funds with legitimate sources to invest in bancassurance institutions, and must not use entrusted funds, debt funds and other non-self-owned funds to invest in shares, as otherwise provided by laws and regulations except. When a major shareholder of a bancassurance institution acquires equity and submits it to the China Banking and Insurance Regulatory Commission and its dispatched offices for approval and filing, it shall specify the source of funds and actively cooperate with the China Banking Regulatory Commission and its dispatched institutions and bancassurance institutions in reviewing the source of funds.
In addition, the “Draft for Comments” also requires major shareholders to ensure that the equity relationship is true and transparent. At the same time, major shareholders of bancassurance institutions and bancassurance institutions shall not directly or indirectly cross-hold shares, unless otherwise stipulated by the State Council.
For investment purposes, the “Draft for Comments” also proposes that major shareholders of bancassurance institutions should focus on long-term investment and value investment, and should not use speculative cashing as the purpose, and should maintain the relative stability of the equity structure of bancassurance institutions. Transfer or disguised transfer of the equity of a bancassurance institution, except for judicial rulings, administrative transfers, or the China Banking and Insurance Regulatory Commission and its dispatched agencies order the transfer.
It is worth noting that, according to the announcement of the China Banking and Insurance Regulatory Commission at the end of April, in 2020, in order to consolidate the results of the previous rectification, a special rectification “look back” will be carried out. The investigation found that the key problems are concentrated on the shareholders’ hiding of actual controllers, concealing of related relationships, equity holdings, and voting rights. Consignment, agreement to act in concert, and other implicit behaviors to evade supervision, exercise control and dominance over bancassurance institutions, and obtain improper benefits.
The “Draft for Comments” clearly requires major shareholders to properly exercise shareholder rights, maintain the independent operation of bancassurance institutions, respect the business decisions of the board of directors and management, and exercise shareholder rights in accordance with laws and regulations. It is strictly forbidden to improperly interfere or restrict bancassurance institutions through the following methods in violation of regulations:
(1) Setting up pre-approval procedures for the resolutions of the shareholders’ (general) meeting and the board of directors;
(2) Setting up the superior-subordinate relationship with the bancassurance institution;
(3) Interfering in the normal selection and appointment procedures of senior managers of bancassurance institutions, or directly appointing and dismissing staff beyond the shareholders’ (general) meeting or the board of directors;
(4) Intervening in the performance evaluation of directors, supervisors and other staff of bancassurance institutions;
(5) Intervene in the normal operation and decision-making procedures of bancassurance institutions;
(6) Intervene in the financial and accounting activities of bancassurance institutions such as financial accounting, fund transfer, asset management and expense management;
(7) Issue business plans or instructions to bancassurance institutions;
(8) Require banking institutions to issue loans or provide guarantees;
(9) Require insurance institutions to carry out specific insurance business or use of funds;
(10) Intervene in the independent operation of bancassurance institutions in other forms.
From the results of the CBIRC’s investigation and rectification, it can be seen that some bancassurance institutions illegally carry out related-party transactions, borrowing inter-bank, financial, off-balance sheet and other businesses, or conveying benefits to shareholders through concealed methods such as fictitious business of shell companies. The “Draft for Solicitation of Comments” also blocked this, and clearly put forward 9 major shareholders’ prohibited sexual behaviors in the transaction behavior, including:
(1) Obtaining bank credits, such as loans, bill acceptance and discounting, bond investment, and special purpose vehicle investment, on conditions superior to those of similar transactions with unrelated parties;
(2) Carrying out fund utilization business or insurance business with insurance institutions under conditions superior to similar transactions with non-related parties;
(3) Illegal appropriation and control of funds or other rights and interests of bancassurance institutions through borrowing, guarantees, etc.;
(4) The bancassurance institution shall bear unreasonable related expenses or related expenses that should be borne by major shareholders and their related parties;
(5) Purchasing or leasing assets of bancassurance institutions under conditions superior to similar transactions with unrelated parties, or selling or leasing inferior assets to bancassurance institutions;
(6) Use of intangible assets of bancassurance institutions free of charge or on conditions superior to similar transactions with non-related parties, or charge excessively high fees for the use of intangible assets from bancassurance institutions;
(7) Taking advantage of the status of a major shareholder to seek business opportunities belonging to bancassurance institutions;
(8) Use undisclosed information or commercial secrets of bancassurance institutions to seek benefits;
(9) Carrying out improper connected transactions or obtaining improper benefits in other ways.
For the major shareholder of a bancassurance institution that abuses shareholder rights and causes losses to the bancassurance institution, the “Draft for Solicitation of Comments” requires that the bancassurance institution shall, in accordance with Article 20 of the “Company Law of the People’s Republic of China”, require the major shareholder to bear the liability for compensation. If the major shareholder refuses to cooperate in assuming the liability for compensation, the bancassurance institution shall actively take relevant measures to protect its own rights and interests, and report the relevant information to the China Banking and Insurance Regulatory Commission or its dispatched office.
Attached Measures for the Supervision of Major Shareholder Behaviors of Banking and Insurance Institutions (for Trial Implementation)
(Draft for comments)
Chapter One General Provisions
Article 1 (Legislative Purpose) To strengthen the supervision of corporate governance of bancassurance institutions, regulate the behavior of major shareholders, and protect the legal rights and interests of bancassurance institutions and stakeholders, in accordance with the “Company Law of the People’s Republic of China” and “Banking Supervision and Administration Law of the People’s Republic of China” “The Commercial Bank Law of the People’s Republic of China”, the “Insurance Law of the People’s Republic of China” and other laws and regulations and other relevant regulations formulate these measures.
Article 2 (Scope of Application) These Measures are applicable to large state-controlled commercial banks, national joint-stock commercial banks, urban commercial banks, rural commercial banks, foreign-funded corporate banks, private banks, and insurance groups (holding holdings) legally established within the territory of the People’s Republic of China. ) Companies, insurance companies, insurance asset management companies, trust companies, financial asset management companies, financial leasing companies, consumer finance companies and auto finance companies, hereinafter collectively referred to as bancassurance institutions.
Article 3 (Definition of Major Shareholders) The major shareholders of bancassurance institutions mentioned in these Measures refer to the shareholders of bancassurance institutions that meet one of the following conditions:
(1) Holds more than 15% of the equity of state-controlled large commercial banks, national joint-stock commercial banks, foreign-funded corporate banks, private banks, insurance institutions, financial asset management companies, financial leasing companies, consumer finance companies, auto finance companies, and other institutions ；
(2) Holding more than 10% of the equity of urban commercial banks, rural commercial banks and other institutions;
(3) Those who actually hold the most equity in the bancassurance institution (including shareholders with the same number of shares);
(4) Nominating two or more directors and supervisors in total;
(5) The board of directors of a bancassurance institution believes that it has a controlling influence on the operation and management of the bancassurance institution;
(6) Other circumstances as determined by the China Banking and Insurance Regulatory Commission or its dispatched offices.
The shareholding ratios of shareholders, their related parties, and persons acting in concert are combined and calculated. If the total shareholding ratio meets the above requirements, the shareholders and their related parties and persons acting in concert shall be regarded as major shareholders for management.
Article 4 (Supervisory Authority)Bank of ChinaThe Insurance Regulatory Commission (hereinafter referred to as the China Banking and Insurance Regulatory Commission) and its dispatched offices shall supervise the behavior of major shareholders of bancassurance institutions in accordance with the law.
Chapter II Shareholding Behavior
Article 5 (Fully Understanding Rights and Obligations) Major shareholders of bancassurance institutions shall fully understand the industry attributes, risk characteristics, prudential operation rules of the banking or insurance industry, as well as the rights and obligations of major shareholders, and actively maintain the steady operation and finance of bancassurance institutions The market is stable, the interests of consumers are protected, and bancassurance institutions are supported to better serve the real economy and prevent and control financial risks.
Article 6 (Prudent Investment) Major shareholders of bancassurance institutions shall strengthen capital constraints, maintain an appropriate level of leverage, scientifically arrange investment in bancassurance institutions, and ensure that their investment behavior is compatible with their own capital scale, continuous capital contribution ability, and management level. The number of shares of bancassurance institutions shall meet the relevant regulatory requirements.
Article 7 (Capital Investment) Major shareholders of a bancassurance institution shall use their own funds with legitimate sources to buy shares in a bancassurance institution, and may not use non-own funds such as entrusted funds or debt funds to invest in shares, unless otherwise provided by laws and regulations.
When a major shareholder of a bancassurance institution acquires equity and submits it to the China Banking and Insurance Regulatory Commission and its dispatched offices for approval and filing, it shall specify the source of funds and actively cooperate with the China Banking Regulatory Commission and its dispatched institutions and bancassurance institutions in reviewing the source of funds.
Article 8 (Equity Relations) Major shareholders of a bancassurance institution shall explain their shareholding structure level by level up to the actual controller, ultimate beneficiary, and the associated relationship or concerted action relationship with other shareholders, to ensure that the equity relationship is true and transparent, and it is strictly forbidden to hide the actual situation. Illegal behaviors such as controllers, concealing of affiliated relationships, equity holdings, and private agreements.
Article 9 (Prohibition of Cross-Shareholding) Major shareholders of bancassurance institutions and bancassurance institutions shall not directly or indirectly cross-hold shares, unless otherwise stipulated by the State Council.
Article 10 (Pledge of Equity) When a major shareholder of a bancassurance institution pledges more than 50% of the equity of the bancassurance institution, the major shareholder and its nominated director shall not exercise the voting rights at the shareholders’ (general) meeting and the board of directors. If there are other regulations for trust companies and specific types of financial institutions, those regulations shall prevail.
Major shareholders of bancassurance institutions shall not use the equity of bancassurance institutions to provide guarantees for the debts of non-units and their related parties, and shall not use the form of equity pledge to hold equity in bancassurance institutions, illegally affiliated shares, or transfer equity in disguised form.
The major shareholder of a bancassurance institution shall promptly, accurately and completely inform the bancassurance institution of the pledge and pledge information of the equity held by it, and the bancassurance institution shall disclose it in the company’s annual report.
Article 11 (Maintaining the Stability of Equity Structure) Major shareholders of a bancassurance institution shall focus on long-term investment and value investment, and shall not use speculative cash as the purpose, and shall maintain the relative stability of the equity structure of the bancassurance institution, and shall not transfer or transfer within the restricted equity transfer period. Disguised transfer of equity in bancassurance institutions, except for judicial rulings, administrative transfers, or orders ordered by the China Banking Regulatory Commission and its dispatched offices.
Chapter III Governance Behavior
Article 12 (Properly Exercising Shareholders’ Rights) Major shareholders of bancassurance institutions shall perform their duties in accordance with laws, regulations, regulatory provisions and the company’s articles of association, participate in corporate governance legally and effectively, and strictly prohibit abuse of shareholder rights.
Article 13 (Improving Corporate Governance Structure) Major shareholders of bancassurance institutions shall support bancassurance institutions in establishing an independent and complete corporate governance structure with effective checks and balances, and encourage and support bancassurance institutions to organically integrate party leadership with corporate governance.
Article 14 (Improper Intervention is Prohibited) Major shareholders of bancassurance institutions shall maintain the independent operation of bancassurance institutions, respect the business decisions of the board of directors and management, and exercise shareholder rights in accordance with laws and regulations. It is strictly forbidden to conduct illegal actions on bancassurance institutions through the following methods Improper intervention or restriction:
(1) Setting up pre-approval procedures for the resolutions of the shareholders’ (general) meeting and the board of directors;
(2) Setting up the superior-subordinate relationship with the bancassurance institution;
(3) Interfering in the normal selection and appointment procedures of senior managers of bancassurance institutions, or directly appointing and dismissing staff beyond the shareholders’ (general) meeting or the board of directors;
(4) Intervening in the performance evaluation of directors, supervisors and other staff of bancassurance institutions;
(5) Intervene in the normal operation and decision-making procedures of bancassurance institutions;
(6) Intervene in the financial and accounting activities of bancassurance institutions such as financial accounting, fund transfer, asset management and expense management;
(7) Issue business plans or instructions to bancassurance institutions;
(8) Require banking institutions to issue loans or provide guarantees;
(9) Require insurance institutions to carry out specific insurance business or use of funds;
(10) Intervene in the independent operation of bancassurance institutions in other forms.
Article 15 (Entrustment of Voting Rights) Major shareholders of a bancassurance institution may appoint an agent to participate in the shareholders’ meeting, but the agent shall not be a person other than the unit, its affiliates, or persons acting in concert. Major shareholders of bancassurance institutions shall not accept the entrustment of shareholders of other non-related parties or persons acting in concert to participate in the shareholders’ meeting.
Article 16 (Disclosure of Corporate Governance Policies) Where a major shareholder of a bancassurance institution is an institutional investor, it shall disclose its corporate governance and voting policies to the bancassurance institution to the ultimate beneficiaries of the equity held and the bancassurance institution, including the decision to use voting Related procedures.
Article 17 (Nomination of Directors) Major shareholders of bancassurance institutions shall exercise prudence in exercising their right to nominate directors of bancassurance institutions, and ensure that nominated candidates meet the requirements of the China Banking and Insurance Regulatory Commission. Encourage major shareholders to select and hire candidates who intend to nominate equity directors through market-based methods, and continuously improve the professional level of equity directors.
Article 18 (Performance of Duties by Directors) Directors nominated by major shareholders of a bancassurance institution shall perform their duties independently based on professional judgment, treat all shareholders fairly, and make independent, professional and objective decisions based on the principle of maximizing the overall interests of the bancassurance institution. And bear the responsibility for the decisions made in accordance with the law, and shall not damage the lawful rights and interests of bancassurance institutions and other stakeholders.
Article 19 (Cross Appointment) Major shareholders of a bancassurance institution and the staff of the enterprise group to which they belong, in principle, shall not concurrently serve as senior managers of a bancassurance institution. Except for the bancassurance institutions that are in the risk disposal and recovery period recognized by the regulatory authorities, and the major shareholders are centrally managed financial enterprises.
Article 20 (Supervision on the Performance of Directors, Supervisors, and Senior Supervisors) Major shareholders of a bancassurance institution shall strengthen the supervision of the performance of the directors and supervisors of the bancassurance institution nominated by them in accordance with the law, and those who cannot perform their duties effectively shall comply with laws and regulations and the bancassurance institution. Regulations and regulatory requirements are adjusted in a timely manner.
Chapter IV Transaction Behavior
Article 21 (Principles of Related Party Transactions) Major shareholders of bancassurance institutions shall abide by laws and regulations and the relevant provisions of the China Banking and Insurance Regulatory Commission on affiliated transactions, and ensure the transparency and fairness of transactions with bancassurance institutions.
Article 22 (Prohibited Sexual Activities in Related Transactions) Major shareholders of bancassurance institutions are strictly prohibited from engaging in improper related transactions with bancassurance institutions in the following ways, or using their influence on bancassurance institutions to obtain improper benefits:
(1) Obtaining bank credits, such as loans, bill acceptance and discounting, bond investment, and special purpose vehicle investment, on conditions superior to those of similar transactions with unrelated parties;
(2) Carrying out fund utilization business or insurance business with insurance institutions under conditions superior to similar transactions with non-related parties;
(3) Illegal appropriation and control of funds or other rights and interests of bancassurance institutions through borrowing, guarantees, etc.;
(4) The bancassurance institution shall bear unreasonable related expenses or related expenses that should be borne by major shareholders and their related parties;
(5) Purchasing or leasing assets of bancassurance institutions under conditions superior to similar transactions with unrelated parties, or selling or leasing inferior assets to bancassurance institutions;
(6) Use of intangible assets of bancassurance institutions free of charge or on conditions superior to similar transactions with non-related parties, or charge excessively high fees for the use of intangible assets from bancassurance institutions;
(7) Taking advantage of the status of a major shareholder to seek business opportunities belonging to bancassurance institutions;
(8) Use undisclosed information or commercial secrets of bancassurance institutions to seek benefits;
(9) Carrying out improper connected transactions or obtaining improper benefits in other ways.
Article 23 (Prudent control of the scale of connected transactions) Major shareholders of bancassurance institutions shall fully evaluate the necessity and rationality of connected transactions with bancassurance institutions, and it is strictly forbidden to conceal connected relationships, split transactions, and nested transactions to extend financing Chains and other methods to evade related party transaction review. Encourage major shareholders to reduce the number and scale of connected transactions with bancassurance institutions, enhance the independence of bancassurance institutions, and improve their market competitiveness.
Article 24 (Coordinating with the provision of materials) When major shareholders of a bancassurance institution and its related parties conduct major related transactions with a bancassurance institution, they shall provide relevant materials in accordance with relevant regulations and regulatory requirements, and the bancassurance institution shall report and disclose in accordance with regulations. .
Article 25 (Dynamic Management of Affiliated Transactions) Major shareholders of bancassurance institutions shall cooperate with bancassurance institutions to carry out dynamic management of affiliated transactions, count the accumulated amount of affiliated transactions in a timely manner, monitor whether they comply with the relevant regulations on the concentration of affiliated transactions, and provide regular insurance The institution provides the overall status of its related-party transactions, and takes corresponding measures in a timely manner according to the early warning reminders of the bancassurance institution.
Article 26 (Bond Issuance) Where a major shareholder of a bancassurance institution non-publicly issues bonds, the bancassurance institution shall not provide guarantees for them, or purchase them directly or through financial products.
Chapter V Liability and Obligation
Article 27 (Actively Study Supervisory Regulations) Major shareholders of bancassurance institutions shall actively learn and understand the relevant regulations and policies of the China Banking and Insurance Regulatory Commission, strictly self-discipline, practice the principle of good faith, exercise the rights of major shareholders in good faith, and shall not use the status of major shareholders to harm banks The legitimate rights and interests of insurance institutions and other stakeholders.
Article 28 (Coordination with Risk Management) Where a bancassurance institution has a major risk event or major violation of laws and regulations, and the CBRC or its dispatched institution takes risk treatment or takeover measures, the major shareholder of the bancassurance institution shall actively cooperate in the risk management , Strictly implement relevant regulatory measures and requirements, proactively maintain the stable operation of bancassurance institutions, and assume shareholder responsibilities and obligations in accordance with the law.
Article 29 (Cooperating with Inspection and Investigation) Where the China Banking and Insurance Regulatory Commission and its dispatched institutions conduct on-site inspections and investigations of bancassurance institutions in accordance with the law, the major shareholders of bancassurance institutions shall actively cooperate with the relevant measures taken by the regulatory authorities and strictly implement relevant regulatory requirements.
Article 30 (Information Submission) Major shareholders of bancassurance institutions shall perform their information submission obligations in strict accordance with regulatory provisions, formulate and improve internal working procedures, clarify the scope, content, review procedures, responsible departments, etc. of information submission, and ensure information The submission is timely, true, accurate, and complete, and there must be no false records, misleading statements or major omissions.
Article 31 (Reputation Risk Management) Major shareholders of bancassurance institutions shall actively cooperate with bancassurance institutions in their reputation risk management, guide positive public opinion in society, and maintain the brand image of bancassurance institutions.
When a major shareholder of a bancassurance institution monitors reports or rumors related to it that may have a significant impact on the bancassurance institution, it shall promptly notify the bancassurance institution of the relevant matters.
Article 32 (Risk Isolation) Major shareholders of bancassurance institutions shall strengthen the risk isolation between their bancassurance institutions and other unlicensed financial institutions such as small loan companies and guarantee companies, and shall not use the name of bancassurance institutions to improperly Propaganda, it is strictly forbidden to confuse the products and services between licensed and unlicensed financial institutions, or to enlarge the credit of unlicensed financial institutions to seek improper benefits.
Article 33 (Capital Planning) Major shareholders of bancassurance institutions shall support bancassurance institutions in the preparation and implementation of medium and long-term capital plans in accordance with the development strategies, business plans and risk status of bancassurance institutions, and promote the capital needs and capital replenishment capabilities of bancassurance institutions Match to ensure that the capital of bancassurance institutions continues to meet regulatory requirements.
Article 34 (Capital Supplement) Major shareholders of bancassurance institutions shall support bancassurance institutions in multi-channel and sustainable capital replenishment, optimize the capital structure, and enhance the ability to serve the real economy and resist risks.
When the China Banking and Insurance Regulatory Commission and its dispatched institutions order bancassurance institutions to replenish capital according to law, major shareholders shall perform their capital replenishment obligations. If they do not have the ability to replenish capital or participate in capital increase, they shall not hinder other shareholders’ capital increase or the entry of qualified new shareholders.
Article 35 (Profit Distribution) Major shareholders of bancassurance institutions shall support bancassurance institutions in adjusting their profit distribution policies according to their own operating conditions, risk conditions, capital planning, and market environment, and balance the relationship between cash dividends and capital replenishment. Where a bancassurance institution has one of the following circumstances, the major shareholder shall support it to reduce or not to make cash dividends:
(1) The capital adequacy ratio does not meet the regulatory requirements or the solvency does not meet the standard;
(2) The result of the corporate governance assessment is lower than Grade C or the regulatory rating is lower than Grade 3;
(3) Loan loss reserves are lower than regulatory requirements or the rate of non-performing loans is relatively high;
(4) The bancassurance institution has major risk events or major violations of laws and regulations;
(5) Other situations where the China Banking and Insurance Regulatory Commission and its dispatched offices believe that dividends should not be distributed.
Article 36 (Shareholders’ Commitment) Major shareholders of bancassurance institutions shall, in accordance with regulatory provisions, issue written commitments on relevant responsibilities and obligations, and actively perform the commitments. Where major shareholders issue false promises or fail to fulfill their commitments, the China Banking and Insurance Regulatory Commission may interview bancassurance institutions, major shareholders, and other relevant personnel, and record them in the record of bad equity management of commercial banks and insurance companies.
Article 37 (Consultation on Shareholders’ Rights) Major shareholders of bancassurance institutions shall encourage and support all shareholders, especially small and medium shareholders, to carry out proper communication and consultation on matters related to the exercise of shareholder rights, and coordinate and cooperate with small and medium shareholders in exercising their right to know or inquiries in accordance with the law. right.
Article 38 (Do not obstruct small and medium shareholders) Major shareholders of bancassurance institutions shall support small and medium shareholders to effectively participate in shareholder meetings and vote opportunities, and shall not obstruct or instruct bancassurance institutions to prevent small and medium shareholders from participating in shareholder meetings. Or set up other obstacles for small and medium shareholders to participate in the shareholder (large) meeting.
Article 39 (Following Other Shareholders) Major shareholders of a bancassurance institution shall pay attention to other shareholders’ exercise of shareholder rights and performance of shareholder obligations, and shall promptly notify the bank if they discover damage to the interests of the bancassurance institution or the legitimate rights and interests of other stakeholders. Insurance agency. The bancassurance institution shall take corresponding measures in a timely manner in accordance with laws, regulations and the company’s articles of association, and report to the China Banking and Insurance Regulatory Commission or its dispatched office.
Chapter VI Duties of Banking and Insurance Institutions
Article 40 (Management Responsibilities) The board of directors of a bancassurance institution shall be diligent and responsible, and bear the ultimate responsibility for equity management.
The chairman of the bancassurance institution is the first person responsible for handling the equity affairs of the bancassurance institution. The secretary of the board of directors assists the chairman of the board and is the person directly responsible for handling equity affairs.
Article 41 (Strengthening Management) Bancassurance institutions shall strengthen shareholder equity management and related-party transaction management, focusing on the behaviors of major shareholders, and shall promptly take measures when they discover that major shareholders and their actual controllers have improper conduct involving bancassurance institutions Prevent the intensification of violations, and report to the China Banking and Insurance Regulatory Commission or its dispatched office in a timely manner.
Article 42 (Independent operation) A bancassurance institution shall insist on independent operation, establish an effective risk isolation mechanism, and adopt prudent measures to isolate equity, assets, debt, management, finance, business, and personnel, so as to achieve independence from major shareholders. Accounting and risk-taking, effectively preventing conflicts of interest and risk contagion. If the China Banking and Insurance Regulatory Commission has other regulations on the supervision and management of bancassurance institutions, those regulations shall prevail.
Article 43 (List of Rights and Obligations and List of Negative Behaviors) Banking insurance institutions shall formulate lists of rights and obligations of major shareholders and lists of negative behaviors.
The list of rights and obligations should clarify the shareholder rights enjoyed by major shareholders in accordance with the law and the responsibilities and obligations that they should perform; the list of negative behaviors should clarify the violations that major shareholders must not use their status as shareholders, and the legal responsibilities that major shareholders will bear and the possible risks in the event of violations. Regulatory penalties.
The bancassurance institution shall update the list of rights and obligations and the list of negative behaviors in a timely manner in accordance with laws, regulations and regulatory policies, make full use of the company’s articles of association, urge and guide major shareholders to exercise shareholder rights in strict accordance with laws and regulations, and proactively perform their responsibilities and obligations.
Article 44 (Tracking and Controlling Shareholder Information) Banking and insurance institutions shall establish major shareholder information files, record and manage relevant information of major shareholders, and verify and master major shareholders at least once a quarter by inquiring shareholders and inquiring public information. Report and disclose relevant information in a timely, accurate and complete manner in accordance with the law on the status of the control of the company, the relationship with other shareholders of the bancassurance institution and the status of concerted actions, and the freezing of the pledge of holdings.
Article 45 (Evaluation of Major Shareholders) The board of directors of a bancassurance institution shall, before June 30 each year, review the qualifications, financial status, equity holdings of major shareholders, related transactions in the previous year, exercise of shareholder rights, and performance of responsibilities and obligations. The status of commitments, implementation of the company’s articles of association and agreement terms, compliance with laws and regulations and regulatory requirements shall be notified to all shareholders at the shareholders’ meeting or through written documents, and copied to the China Banking and Insurance Regulatory Commission or its dispatched offices.
When evaluating major shareholders, a bancassurance institution shall, in accordance with relevant regulatory regulations, conduct simultaneous evaluations of other shareholders that need to be evaluated, and submit relevant evaluation reports to the China Banking Regulatory Commission or its dispatched office.
Article 46 (Strengthening Supervision) On the premise that commercial secrets are not involved, bancassurance institutions may regularly report the governance, operation, and related risks of the institution, so as to better protect small and medium shareholders, independent directors, external supervisors, and ordinary shareholders. Employees, financial consumers and other stakeholders have their right to know, the right to inquire and other related rights, and encourage the above-mentioned stakeholders to supervise the improper interference of major shareholders.
Article 47 (Accountability to Major Shareholders) Where a major shareholder of a bancassurance institution abuses shareholder rights and causes losses to the bancassurance institution, the bancassurance institution shall require the major shareholder in accordance with Article 20 of the “Company Law of the People’s Republic of China” Liability. If the major shareholder refuses to cooperate in assuming the liability for compensation, the bancassurance institution shall actively take relevant measures to protect its own rights and interests, and report the relevant information to the China Banking and Insurance Regulatory Commission or its dispatched office.
Chapter VII Supervision and Administration
Article 48 (Strengthen penetrating supervision) The China Banking and Insurance Regulatory Commission and its dispatched offices shall, in accordance with the principle of substance over form, strengthen penetrating supervision and review of major shareholders of bancassurance institutions, and take legal actions against violations of laws and regulations involving bancassurance institutions. Regulatory measures.
Article 49 (Supervision Measures for Shareholders) If a major shareholder of a bancassurance institution violates the provisions of these Measures, the China Banking and Insurance Regulatory Commission and its dispatched offices may order corrections within a time limit, and take interviews with major shareholders and related personnel, public inquiries, and public condemnations as appropriate , Notify its superior authority and other measures.
Article 50 (Restrictions on Shareholders’ Rights) If a major shareholder of a bancassurance institution or its controlling shareholder or actual controller violates the provisions of Articles 7, 8 and 14 of these Measures, the China Banking and Insurance Regulatory Commission and its dispatched offices may restrict them in accordance with the law. Shareholders’ (general) meeting holds the right to request, vote, nominate, propose, and dispose of relevant shareholder rights.
Article 51 (Emergency Measures) Where a major shareholder of a bancassurance institution and its related parties use related transactions to seriously damage the interests of the bancassurance institution and endanger the capital adequacy ratio or solvency, the China Banking and Insurance Regulatory Commission or its dispatched office shall immediately take measures to restrict or Bancassurance institutions are prohibited from conducting related transactions with shareholders and their related parties in violation of the regulations to prevent further damage to the interests of bancassurance institutions.
Article 52 (Regulatory Measures for Institutions) If a bancassurance institution violates the provisions of these Measures, the China Banking and Insurance Regulatory Commission and its dispatched offices may order corrections within a time limit, and adjust the bancassurance institution’s corporate governance evaluation results, regulatory ratings, or adopt other regulations based on the violations. Measures.
Article 53 (Accounting for Personnel Responsibilities) For the staff of a bancassurance institution who is directly responsible for the violations of the bancassurance institution or its major shareholders or fails to perform their duties and responsibilities, the China Banking and Insurance Regulatory Commission and its dispatched offices may take the following measures and pursue them in accordance with the law Responsibilities of related personnel:
(1) Supervise the conversation or order rectification;
(2) Industry warning notification or public condemnation;
(3) Order the bancassurance institution to give disciplinary sanctions, warnings, fines or adjust positions in accordance with the company’s regulations;
(4) Notify its organization department and discipline inspection and supervision department according to management authority.
Article 54 (Bad Records) Where a major shareholder of a bancassurance institution, its controlling shareholder, or actual controller violates the provisions of these Measures, the China Banking and Insurance Regulatory Commission and its dispatched offices shall take timely measures in accordance with relevant laws and regulations, and take measures in commercial banks and insurance companies. Timely, accurate and complete records in the bad records of equity management. For major shareholders with serious violations of laws and regulations and particularly severe social impact, the China Banking and Insurance Regulatory Commission may publicly notify the public according to the circumstances.
Chapter 8 Supplementary Provisions
Article 55 (Applicable by reference) For other financial institutions approved by the China Banking and Insurance Regulatory Commission, these Measures shall apply by reference. If there are other provisions in laws, regulations and regulatory systems, those provisions shall prevail.
Laws and regulations, regulatory systems and state-owned financial enterprise equity management have other provisions on the financial department of the State Council, investment institutions authorized by the State Council, commercial banks, insurance group (holding) companies, insurance companies, and foreign-funded legal entities as shareholders of bancassurance institutions. .
Where laws and administrative regulations provide otherwise for wholly foreign-owned banks and wholly foreign-owned insurance institutions, those provisions shall prevail.
Article 56 The term “above” in these Measures includes the number, and “over” and “below” do not include the number.
Article 57 The China Banking and Insurance Regulatory Commission is responsible for the interpretation of these Measures.
Article 58 These Measures shall come into force on the date of promulgation.
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