Duties of Directors evaluation method of commercial bank (for trial implementation)
(December 10, 2010 China's Banking Regulatory Commission  the 7th release come into force on the date of promulgation) Chapter I General provisions
The first in order to further improve the corporate governance of commercial banks, regulate the directors perform their duties, protect the legitimate rights and interests of commercial banks, depositors and other clients, in accordance with the People's Republic of China company law, the People's Republic of China banking supervision law and the People's Republic of China commercial bank law and other laws and regulations, these measures are formulated.
A second evaluation of Director duties in these measures refers to the commercial banks in accordance with the laws and regulations and the relevant provisions for evaluation of the directors ' duties.
Directors mentioned in these measures refers to the qualifications of the approval by the banking regulatory agency directors of commercial banks.
Article III duty of Directors evaluation should follow law compliance, objective and impartial, scientific and effective principles.
Fourth commercial banks should establish a sound Director system of duty assessment, undertaken in accordance with the evaluation.
Fifth commercial bank on the duties of Directors is ultimately responsible for the evaluation of the Supervisory Board, the banking regulatory body to supervise the duties of Directors evaluation of commercial banks.
Chapter contents Article sixth directors have a duty of loyalty and diligence obligation of commercial banks.
Directors shall be in accordance with the requirements of the relevant laws, regulations, rules and regulation of commercial banks, professional and efficient to carry out their duties, safeguard the interests of commercial banks to push commercial banks to fulfill their social responsibilities.
Article seventh subject to the duties of Directors necessary expertise, work experience and basic quality, with good professional ethics.
Eighth Director shall keep confidential the commercial secrets shall not in the course of duty received improper benefits, must not use the Director position for personal gain, or for harm commercial interests of shareholders.
Nineth directors shall advise the Bank job, a part-time job and positions in commercial banks to ensure the representation of conflict of interests does not exist.
Director should be in a potential conflict of interest of financial institutions serve as directors.
Tenth directors shall be in accordance with relevant regulations, reporting to the Board of Directors, Board of supervisors Association, and to report on these matters in a timely manner in accordance with the relevant requirements of the changes.
Individual Director directly or indirectly associated with commercial banking relationship, it shall promptly inform the nature and extent of the relationship, and in accordance with the relevant provisions to avoid obligations.
11th director should be in writing and signed before discharge of the commitments, should abide by the commitments during his tenure, diligently perform their duties.
12th commercial bank directors should be at the minimum working time requirements for commercial banks.
Independent Director and Chairman of the Special Committee of the Board annually in commercial banks of not less than 15 working days. 13th Board meeting of directors should attend two-thirds or more a year.
Director is unable to attend, shall delegate in writing another Director to attend, the proxy shall set forth the scope of authorization. 14th Director should continue understanding and analysis of the operation of the commercial banks, and I regularly read business of commercial banks reporting, financial reporting, and risk management reports, comprehensive grasp of regulatory bodies, external audit and public evaluation of the commercial banks, commercial banks, independent, professional and objective judgement, and through the legal channels to present their views and recommendations.
Commercial banks should establish a sound system for the directors ' duty to provide the necessary information and resources.
15th Director in in the course of their duties, should focus on the following issues:
(A) strategic planning and implementation of commercial bank;
(B) the selection and oversight of senior management in commercial banks;
(Iii) capital management and capital;
(D) commercial banks ' appetite for risk, risk strategy and risk management systems;
(V) major foreign investment by commercial banks and asset disposal program;
(Vi) commercial banks pay and performance appraisal system and its implementation;
(G) commercial bank senior management execution.
Participate in the Special Committee of the Board of Directors during the 16th article, should be sustained and in-depth tracking changes in commercial bank-related matters within the mandate of the Special Committee and influence, and in accordance with the rules of procedure of the professional advice in a timely manner, to draw the attention of the Special Committee.
Article 17th as Chairman of the Special Committee of the Board of Directors during the work of the Special Committee should be in accordance with the rights and responsibilities seriously, convened a special meeting of the professional opinion of the Committee in a timely manner in accordance with regulations, or by the Board of Directors authorize the consideration of comments on the technical aspects.
18th Executive Director shall complete, authentic and timely report to the Board of commercial banks, and related information, ensure that the Board and its members fully understand the operation of commercial banks. Article 19th should strictly enforce the resolutions of the Board of Directors, and will promptly report to the Board on the implementation.
Executive Directors should carefully study the issues arising in the implementation of resolution, scientific and feasible views and suggestions put forward for discussion by the Board of Directors decision.
Based on the long-term interests of the non-executive directors should be from the 20th, commercial communication with shareholders, shareholders may not be their own interests above the needs of commercial banks and other shareholders. 21st senior management of non-executive directors should be focused on implementation of the resolutions of the Board of Directors.
Prudential supervision index of commercial banks unable to meet regulatory requirements, or an error may occur in the near future, non-executive directors should support the timely rectification of commercial banks.
22nd article should focus on shareholder and non-executive directors connected transactions of commercial banks, support commercial banks improve management systems to ensure that related party transactions in compliance.
23rd independent directors should be on the Board to discuss matters of objective, impartial and independent advice, pay attention to maintain the interests of depositors and shareholders.
24th independent directors in the course of duty, special attention should be given to the following issues:
(A) related party transactions the legitimacy and fairness of commercial banks;
(B) Commercial Bank annual profit-sharing plan;
(C) the integrity and authenticity of information disclosure of commercial banks;
(D) may result in significant losses of commercial banks;
(E) matters that may harm the interests of depositors and shareholders.
Chapter III evaluation method
25th commercial banks should, in accordance with this approach, establishing and perfecting the directors perform their duties of supervision and evaluation system and duties of Directors track record-keeping system, improve duty files, clear and detailed rules for the implementation of the evaluation system. 26th commercial banks should, on an annual basis for all active duty evaluation Director.
For assessment year serving on constituted bodies or positions change in the tenure of Directors, should be carried out on the basis of comprehensive duty of information evaluation.
27th operations of commercial banks should establish a sound evaluation system, scientifically and rationally determine the content of the evaluation elements, fully listed on each of the elements of evaluation.
28th commercial banks shall be in accordance with these measures to evaluate duty of Directors and evaluation elements shall not be less than the requirements of chapter II of this approach.
Article 29th commercial director role of evaluation should give full play to the supervisor on duty, evaluations may include directors self-assessment, the mutual evaluation, evaluation, evaluation of Board of supervisors of the Board of Directors and other sectors, formed by the Board of supervisors the final evaluation results.
30th a commercial bank should be based on the evaluation results to divide the Board into competent, competent and incompetent at three levels.
31st directors on duty during any of the following circumstances, directors ' duty assessment shall not be named that year qualified:
(A) failed to attend the two-thirds Director of the year (or more) Board of Directors meeting;
(B) the directors expressing opposition, cannot properly exercise their right to vote;
(C) violations of statutes, rules of procedure and the decision-making process of the Board resolved that major issues of Directors did not raise an objection;
(D) commercial bank capital adequacy, asset quality, and the main prudential indicators did not meet regulatory requirements, effective corrective action failed to draw attention to the Board of Directors;
(E) the significant deviation in strategy of commercial bank, directors could not be proposed or modified requirements;
(F) risk management policy major mistakes, directors could not be proposed or modified requirements;
(VII) other circumstances identified by banking regulatory authorities.
Article 32nd Director duties during any of the following circumstances, directors duties that year evaluation ought to be incompetent:
(A) disclose trade secrets and damage the legitimate interests of commercial banks;
(B) in the course of their duties to Obtain improper benefits, or to a Director position for personal gain;
(C) violate the laws, regulations or resolutions of the Board of commercial bank Charter, which commercial banks suffered heavy losses, Director of no objection;
(D) identified other serious dereliction of management to banking supervision authorities.
Fourth chapter application
Article 33rd Supervisory Board shall inform the general meeting of shareholders and the Board of Directors will evaluate the result and notify the Director himself, according to the assessment results proposing works or opinions. Rated as basically competent directors, Board of Directors and the Board of supervisors shall organize meetings, deadlines improved request to the Director himself; the Board of Directors shall organize training to help directors improve the ability of duty.
Fail to improve for a long time, commercial banks must change in Directors.
Was named the incompetent directors, commercial banks should be replaced immediately.
34th commercial bank shall, within four months following the end of each year, all aspects of the duties of Directors evaluation results and all evaluation reports the banking regulatory agencies.
35th banking regulatory agencies supervise the duties of Directors of commercial banks should be evaluated.
Evaluation system, the program does not meet the requirements of commercial banks, or serious distortion of evaluation results, banking regulatory agencies should require commercial banks to rectify, and, as appropriate, pursue commercial evaluation responsibilities.
Article 36th banking regulatory agencies according to the duties of Directors evaluation findings organized special inspection, urged commercial banks to improve the corporate governance.
37th banking regulatory agency directors of commercial banks should be an annual duty evaluation results the timely entry of banking institutions of Directors and senior management and personnel supervision and management system.
The fifth chapter by-laws
38th article of the measures shall apply to the People's Republic of China China to set up commercial banks, urban credit cooperatives, rural credit cooperatives, financial asset management companies, trust and investment companies, financial companies, financial leasing companies, approved by the China Banking Regulatory Commission to set up other financial institutions may refer to the implementation.
39th article of the approach by the China Banking Regulatory Commission is responsible for the interpretation. 40th these measures shall come into effect as of the date of.