Insurance Companies Controlling Shareholder Management

Original Language Title: 保险公司控股股东管理办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201211/20121100378144.shtml

Insurance companies controlling shareholder management

    (July 25, 2012, China insurance regulatory Commission announced 2012 of 1th come into force October 1, 2012) Chapter I General provisions

    First in order to strengthen the corporate governance of insurance company regulation, regulate insurance companies controlling shareholder's behavior to protect legal rights of insurers, policyholders, insured persons and beneficiaries, in accordance with the People's Republic of China insurance code, the People's Republic of China law, laws, administrative regulations, these measures are formulated.

    Article insurance companies mentioned in these measures refers to by the China insurance regulatory Commission (hereinafter referred to as the China insurance regulatory Commission) approved the establishment of, and commercial insurance companies registered under the law.

    Insurance companies controlling shareholders in these measures in article, refers to their contributions to total insurance capital above 50% or its shares 50% per cent of the total equity shareholders of insurance companies; the amount or percentage of shares is less than 50%, but according to their contributions or shares enjoy the right to vote is sufficient to shareholders will have a significant impact on shareholders, resolutions of the general meeting of shareholders.

    Fourth Circ in accordance with laws, administrative regulations, and the regulations, to supervise and administer the insurance companies controlling shareholders.

    Chapter II conduct and obligations

    Section control

    Fifth insurance company holding shareholder control should be exercised in good faith for insurance companies, the insurance companies carry out effective supervision according to law, prevent insurance company risk, should not be used to control power and damage insurance company, legal rights and interests of policyholders, insured persons and beneficiaries.

Sixth insurance company holding shareholder shall exercise for insurers Managing Director, supervisor of the nominations, the nominations shall comply with the conditions stipulated by the Circ.

    Insurance companies insurance companies nominated by the controlling shareholders shall strengthen its directors and supervisors on duty supervising, on effective duty staff shall, in accordance with legal and insurance companies adjusted the provisions of the Constitution.

Seventh insurance companies controlling shareholder should be at the same time controlling shareholder and effective management of personnel serving on insurance companies to prevent conflicts of interest.

Staff members may not serve concurrently as insurance companies insurance companies controlling shareholders, Executive Director and senior management.

    Controlling shareholder of the insurance company's Chairman without the limitation of the second paragraph of this article.

    Eighth insurance companies controlling shareholders should support the insurance company to establish an independent, sound, a sound corporate governance structure, maintain independent operation of insurance companies, not insurance company Board of Directors, Board of supervisors and the management authority imposed unfair restrictions or other undue influence.

    Nineth insurance companies controlling shareholder shall not instigate the insurance company directors, supervisors and senior management staff and other personnel who serve on the insurance companies made damage insurance companies, insurance companies, other shareholders, policyholders, insured persons and beneficiaries the decisions or actions of the legitimate rights and interests.

Tenth insurance companies controlling shareholder nominated Directors of insurance companies, care should be taken to nominate senior managers of insurance companies, the nominations shall comply with the conditions stipulated by the Circ.

Insurance companies controlling shareholder nominated Directors of insurance companies, should maximize the overall interests of maintaining insurance company is the principle of independent and impartial decisions, assume responsibility for the decisions made by law, and may not directly or indirectly to benefit the controlling shareholders led to insurance companies and damage the legitimate interests of policyholders, insured persons and beneficiaries.

    Insurance company Board of Directors decisions violate the provisions of laws and administrative rules and regulations and CIRC, CIRC shall be investigated for criminal liability of Directors, has certified the vote showed that except for the objection and recorded in the minutes of the meeting of Directors.    

    11th independent insurance company shareholders shall maintain insurance company financial and assets, not financial accounting of insurance companies, funds mobilization, asset management, and cost management, and unlawful interference shall not be occupied by way of loans, guarantees and other insurance funds.

    Section II trade practices

    12th insurance companies controlling shareholder should ensure transparency and fair dealing with insurance companies, shall be unpaid or condition which is manifestly unfair to require insurance companies to provide funds or other vital interests.

13th insurance companies controlling shareholder related party transactions with the insurance company shall strictly comply with the insurance company related trade provisions of the interim measures for the administration of the China insurance regulatory Commission.

    Insurance companies controlling shareholders shall make use of related party transactions and profit distribution, asset restructuring, foreign investment in any way prejudice the legitimate interests of insurance companies.

    14th insurance companies controlling shareholder shall not use its control of insurance companies seeking insurance company business opportunity. 15th by an insurance company to the insurance company sold its non-controlling shareholders shall not publicly issued bonds.

    Controlling shareholders of publicly issued bonds of insurance companies, should take the necessary measures to ensure that insurers buy bonds shall not exceed the total amount of the bond 10%.

    16th insurance companies controlling shareholder shall not require insurance companies to repay debt on its behalf, shall not require insurance companies to pay for it or pay wages, benefits, insurance, advertising and other expenses.

    Section III capital assistance

    17th insurance companies controlling shareholders should abide by the commitment to the insurance companies for capital assistance, are not allowed to modify or rescind.

Article 18th controlling shareholder should remain in good financial stability of insurance companies, with strong capital strength and sustained funding.

    On the solvency of insurance companies, insurance law when ordered to increase their capital, other shareholders or controlling shareholders should actively coordinate insurance companies insurance companies adopt other effective measures, prompting capital of insurance companies meet the requirements of insurance supervision. 

    19th insurance companies controlling shareholder shall, according to the insurance company's development strategy, business development, and risk, preparation of the medium-term plan and long-term capital plan guide insurance companies, capital requirements of insurance companies and the capital supplement to match.

    Article 20th shareholder of the insurance company's financial status, material adverse changes in the capital and credit status, it shall promptly report to the China insurance regulatory Commission.

    21st insurance companies controlling shareholders shall not accept its control of insurance companies and the insurance companies controlled subsidiaries invested in.

    Fourth section, information disclosure and confidentiality

    22nd insurance companies controlling shareholder should be strictly in accordance with the relevant provisions of the State to meet disclosure obligations, and to ensure the timely disclosure information, true, accurate and complete, and may not have any false record, misleading statement or material omission.

    23rd insurance companies should establish an information disclosure system of controlling shareholders, clearly relates to insurance companies a significant scope of information, confidentiality, reporting and disclosure matters.

    24th major related party transactions between insurance companies to stockholders and insurance companies, the insurance company in accordance with the requirements of the administrative measures for the information disclosure by insurance companies, disclosure of all independent directors of insurance companies on the trade fair certification in written comments and other relevant information, insurance companies controlling shareholders shall cooperate actively. 

    25th insurance companies controlling shareholders should abide by the confidentiality obligation of the insurance company shall not be illegally using customer information for insurance companies, and other information.

    Article 26th associated with insurance companies controlling shareholders appear on the public media, which could have a significant impact on insurance companies reported or rumored, insurance companies controlling shareholders shall timely report or matter to inform the insurance company involved in the rumours.

    Fifth section of regulatory cooperation

27th insurance companies controlling shareholders should keep abreast of the China insurance regulatory Commission rules, policies, according to the China insurance regulatory Commission on the supervision of insurance companies, urged insurance companies in accordance with compliance management.

    Insurance companies controlling shareholder when deemed necessary, can be reflected to the Chinese insurance regulatory Commission management and risk management of insurance companies, and so on.

    28th insurance company controlling shareholder's equity investments of the insurance company policies and development strategies, made a major adjustment, shall promptly report to the China insurance regulatory Commission.

    29th insurance companies controlling shareholders shall cooperate with the China insurance regulatory Commission risk management for insurance companies, and provide relevant information as requested by the China insurance regulatory Commission or take other measures.

Article 30th controlling shareholders to transfer their ownership cause or may cause change of control of insurance companies and shall during the transfer and the transferee and insurance companies to develop control over succession plans to ensure management stability of insurance companies, maintaining the lawful rights and interests of policyholders, insured persons and beneficiaries.

    Control over transition planning may occur during the transfer should be illegal or violations of the commitments agreed measures.

    Chapter III supervision and management

    31st CIRC to establish insurance companies controlling shareholder message archives, record and manage information about insurance companies controlling shareholders.

    32nd due to stock transfer leads to change of control of insurance companies, the insurance company when changes to the vetting of applications submitted to the China insurance regulatory Commission, should be submitted to the provisions of article 30th control plan and description of the transfer of the relevant circumstances.

Article 33rd Circ has the right to require insurance companies controlling shareholder within the time limit specified by the provided the following information and material:

(A) of the legal representative or principal responsible person;

(B) the ownership control charts;

(C) the audited financial statements;

(D) other relevant information and data.

    Insurance company ownership control chart should include a 5% per cent of its shareholders the basic purpose and shareholdings, stocks and should be gradually disclosed to have ultimate control over the natural person, legal person or body.
Article 34th insurance company suffers huge losses, insolvency and repeated serious violations or other potential risks, the China insurance regulatory Commission to the controlling shareholder of the insurance company directors, supervisors and senior management staff to monitor the conversation.

    35th insurance companies controlling shareholder through related transactions seriously harm the interests of insurance companies, threatening the solvency of the company, by the China insurance regulatory Commission ordered corrective action.

    In accordance with the requirements before the correction, the CIRC may restrict the enjoyment of assets, involved in major decisions and selection of managers and other shareholder rights refuses, you can order it in a certain period of the transfer parts or all of the shares of insurance companies.

    Article 36th controlling shareholders had other acts in violation of these rules, by the China insurance regulatory Commission ordered corrective action and to take appropriate measures.

    The fourth chapter by-laws

    37th insurance group of controlling shareholders of the company applicable to the solution.

    38th financial departments of the State Council, the State Council authorized investment institution, as well as the insurance group management procedures (trial implementation) provisions of the Insurance Corporation is the controlling shareholder of the insurance company, this approach is not applicable.

    39th foreign insurance companies controlling shareholders shall not apply to the way seventh article of provisions otherwise provided by the China insurance regulatory Commission, to apply its provisions.

    40th article of the approach by the China insurance regulatory Commission is responsible for the interpretation. 41st these measures come into force October 1, 2012.