Directors, Supervisors And Senior Managers Of Securities Companies On Qualification Approaches

Original Language Title: 证券公司董事、监事和高级管理人员任职资格监管办法

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(On November 30, 2006 China Securities supervision Management Committee makes 39th, announced since on December 1, 2006 up purposes) first chapter General first article to specification securities company director, and prison thing and senior management personnel served qualification regulatory, improve Director, and prison thing and senior management personnel of professional quality, guarantees securities company law collection rules business, according to company law, and securities method, and administrative license method, legal, and administrative regulations of about provides, developed this approach.
    Article directors, supervisors and the qualification of senior managers to apply this approach.
    Senior managers of securities firms in these measures (hereinafter referred to as Executive Officer), a securities company, General Manager, Deputy General Manager, in charge of finance, compliance Chief, Secretary of the Board of Directors, heads of branches in the territory as well as personnel actually performing the above functions.
    Exercise management responsibilities of the securities firm's Management Committee, Member of the Executive Committee as well as similar institutions for executives.
    Article directors, supervisors and executives should be in front of the Office of China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) approved qualifications.
    Securities companies shall not be appointed without obtaining the qualification of staff for directors, supervisors and executives, shall not violate the actual authority does not have the qualification of personnel functions.
    Fourth securities company board directors, supervisors and executives shall abide by the laws, administrative regulations and the regulations of the China Securities Regulatory Commission, regulatory documents, compliance with regulations and industry standards, and the observance of good faith, diligence.
    Fifth CSRC for directors, supervisors and executives to supervise.
    Directors, supervisors and executives qualification approved by the CSRC, authorized by the China Securities Regulatory Commission, also by the Agency of the China Securities Regulatory Commission (hereinafter Agency) approved in accordance with law.
    The sixth Securities Association of China according to law on securities and the stock exchange directors, supervisors and executives for self-regulation.
    Second chapter served qualification conditions first section basic conditions seventh article has following case one of of, shall not served as securities company director, and prison thing and executives personnel: (a) securities method 131th article second paragraph, and 132th article, and 133th article provides of case; (ii) for major illegal violations behavior by financial regulatory sector of administrative punishment, implementation expires not over 3 years; (three) since was China SFC revoked served qualification of day up not over 3 years;
    (D) since the China Securities Regulatory Commission found to be unsuitable is not more than 2 years from the date; (e) other circumstances recognized by the China Securities Regulatory Commission.
    Article eighth securities qualifications for directors, supervisors and senior managers of the company shall meet the following basic conditions: (a) honest, good character, (ii) be familiar with securities laws, administrative rules and regulations and other normative documents, has the management capacity necessary to perform their duties.
    Section II qualifications of Directors, supervisors article Nineth Director, supervisor qualifications, in addition to the basic conditions under article eighth, also subject to the following conditions: (a) engaging in securities, finance, legal, accounting for more than 3 years or the economy more than 5 years, (ii) have a college education.
    Tenth their qualification as independent directors, except as provided in article eighth of this approach should be the basic conditions, shall meet the following requirements: (a) engaging in securities, finance, law, accounting for more than 5 years, (ii) have a university degree or above, and has a Bachelor's degree; (c) the time and effort necessary to perform their duties.
    11th independent directors not associated with securities companies, conflicts of interest or other circumstances that may interfere with the independent and objective judgment. Following personnel shall not served as securities company independent Director: (a) in securities company or its associated party served of personnel and near relatives and main social relations personnel; (ii) in following institutions served of personnel and near relatives and main social relations personnel: holds or control securities company 5% above equity of units, and securities company Qian 5 name shareholders units, and and securities company exists business contact or interests relationship of institutions; (three) holds or control listed securities company 1% above equity of natural,
    Listed securities company Qian 10 name shareholders in the of natural shareholders, or control securities company 5% above equity of natural, and above personnel of near relatives; (four) for securities company and associated party provides financial, and legal, and advisory, service of personnel and near relatives; (five) recently 1 years within had has Qian four items by listed case one of of personnel; (six) in other securities company served as except independent Director yiwai positions of personnel; (seven) China SFC finds of other personnel.
    12th article made Chairman, and Deputy Chairman and Board of supervisors President served qualification, except should has this approach eighth article provides of basic conditions outside, also should has following conditions: (a) engaged in securities work 3 years above, or financial, and legal, and accounting work 5 years above, or economic work 10 years above; (ii) has University undergraduate above degree or made Bachelor above degree; (three) through China SFC recognized of qualification test.
    Third section executives personnel of served qualification conditions 13th article made General Manager, and Deputy General Manager, and financial head, and collection rules head, and Board Secretary, and securities company Management Committee, and implementation Committee and similar institutions of members (following referred to Manager layer personnel) served qualification, except should has this approach eighth article provides of basic conditions outside, also should has following conditions: (a) engaged in securities work 3 years above, or financial, and legal, and accounting work 5 years above; (ii) has securities practitioners qualification;
    (C) have a University Bachelor's degree or Bachelor's degree (iv) served as a securities Agency Department head or above of not less than 2 years, or has served as head of financial institutions not less than 4 years or above, or a management position experience; (e) qualification tests approved by the China Securities Regulatory Commission.
    Article 14th qualifications of the principal of the Branch Office, except as provided in article eighth of this approach should be the basic conditions, shall meet the following requirements: (a) the securities for more than 3 years or the economy more than 5 years, (ii) have the securities practice qualification; (c) with a University Bachelor's degree or Bachelor's degree.
    Other provisions of section fourth 15th securities firm legal representative shall have the securities practice qualification.
    16th section of Directors, supervisors and other persons to exercise executive functions, shall obtain the qualifications for senior managers.
    17th securities work for more than 10 years or had served as head of the Department of financial institutions more than 8 years or more people apply for securities company Chairman, Vice Chairman, Chairman of the Supervisory Board and the executive staff qualifications and education requirements can be relaxed to College.
    Article 18th securities, finance, management, law, master's degree in accounting, investment personnel, application security qualifications for directors, supervisors and senior managers of the company, securities, finance, economics, law, accountancy age limit can be relaxed.
    19th during the course of securities regulators, self-regulatory bodies responsible for securities regulation functions, as well as other posts for more than 8 years of professional supervision personnel, application qualifications for senior managers to be exempted from securities qualification requirements.
    Third chapter application and approved first section application and accepted 20th article application Chairman, and Deputy Chairman, and Board of supervisors President served qualification should by intends served of securities company, Application Manager layer personnel served qualification should by I or intends served of securities company, to China SFC proposed application, and submitted following material: (a) application table; (ii) 2 name recommended people of written recommended views; (three) identity, and degree, and degree proved file; (four) qualification test qualified proved; (five) recently 3 years had served units identification views;
    (Vi) the last 3 years as head of unit, shall be submitted to the outgoing audit reports (seven) in the last 3 years serving financial institutions and be incorporated into the scope of regulation, should be submitted to the regulatory authorities of Regulation; (VIII) other materials required by the China Securities Regulatory Commission.
    Application management personnel qualifications, should also be submitted to the securities practice qualification certificates.
    21st article references should be served for more than 1 year security company Chairman, Deputy Chairman and Chairman of the Supervisory Board or management personnel. Applicant or the person to be appointed does not have the experience in the securities industry, its recommended can be 1 per cent is in charge of his former employer.
    Foreign person of the applicant or the person to be appointed to recommend at least 1 per cent for personnel subject to this regulation, another 1 to the applicant or who has served in foreign securities institutions to be appointed Executive.
    References should be to the applicant or the person to be appointed is there a description of the circumstances enumerated in article seventh of this approach, and personal behavior, discipline, experience, professional competence, management capacity, clear recommendations.
    References each year can recommend no more than 3 applications for securities companies, Chairman, Deputy Chairman and Chairman of the Supervisory Board or the management personnel qualifications.
    22nd article application except Chairman, and Deputy Chairman, and Board of supervisors President yiwai Director, and prison thing of served qualification, should by intends served of securities company to company registered to sent institutions proposed application, and submitted following material: (a) application table; (ii) securities company or shareholders units of recommended views; (three) identity, and degree, and degree proved file; (four) recently 3 years within had served units of identification views; (five) China SFC requirements submitted of other material. 23rd positions recommended by referred to in the preceding article directors, Board of supervisors candidate, issue a recommendation by shareholders; directors of independent directors as well as staff representatives, supervisors should be recommended by the securities issued by the company.
    Recommended views at least including following content: (a) intends any people whether exists this approach seventh article by listed of case; (ii) intends any people comply with securities legal, and administrative regulations, and China SFC about provides and self-discipline Organization rules of situation; (three) intends any people of ethics standard and integrity performance; (four) intends any people of management capacity and business capacity; (five) intends any people whether has enough of time and energy perform duties. 24th eligibility criteria for independent directors, should also provide people with more than 5 years to be appointed security, proof of the financial, legal or accounting experience, and the proposed statement on the independence of the service.
    Statement should focus on describing his presence of the situations enumerated in article 11th.
    25th article has made Chairman, and Deputy Chairman, and Board of supervisors President served qualification of personnel, since left original served company of day up 12 months within to other securities company served as Chairman, and Deputy Chairman, and Board of supervisors President, and not appeared this approach seventh article provides case of, intends served company should to China SFC submitted following application material: (a) application table; (ii) original served company of outgoing audit report; (three) China SFC requirements of other material. 26th article application branch institutions head served qualification, should by intends served of securities company to branch institutions location of sent institutions proposed application, and submitted following material: (a) application table; (ii) securities company of recommended views; (three) identity, and degree, and degree, and securities practitioners qualification of proved file; (four) recently 3 years had served units of identification views; (five) recently 3 years within had served as securities company branch institutions head positions of,
    Should be submitted to the outgoing auditor's report and the original opinions of the local Office of the branch is located; (vi) within the last 3 years in the financial institutions and be incorporated into the scope of regulation, should be submitted to the regulatory authorities of Regulation; (VII) other materials required by the China Securities Regulatory Commission.
    27th article applicants submitted degree, and degree proved file copies of, should stamped issued units or issued units of seal, or issued notary organ of notary instruments or lawyer of certification file, to proved copies and original consistent; submitted abroad and China Hong Kong, and Macau S.A.R. and the Taiwan University or higher education institutions degree certificate or higher education diploma, or non-degree education diploma of, should while submitted state education administrative sector on its by was education diploma of degree degree certification file.
    28th applicant affiliations over the last 3 years of expert opinion, details should be provided to the applicant or the person to be appointed in the employer responsibilities, their duties and subject to disciplinary action, and so on.
    29th the CSRC and relevant agencies in accordance with the administrative licensing law article 32nd and administrative license procedures for the implementation of the relevant provisions of the CSRC, applicant's qualifications for application processing.
    30th article applicants has following case one of of, China SFC and the related sent institutions made not accepted of decided: (a) notification applicants correction material, applicants in 15th within failed to submitted all correction application material of; (ii) applicants in 15th within submitted of correction application material still not complete or still not meet statutory form of; (three) legal, and administrative regulations and the China SFC provides of other not accepted of case. Section II for review and approval by the 31st Chairman and Vice Chairman, Chairman of the Supervisory Board or management personnel qualifications applied shall be from the date of acceptance of the application by the CSRC in the 2nd applicant registration or residence agency records.
    Agency personnel qualifications applied for the objection mentioned above shall be from the date of receipt of the record in the 5th, the views submitted to the China Securities Regulatory Commission.
    32nd the CSRC or related agency deems it necessary, you can talk to inspection, the applicant or the person to be appointed. 33rd article applicants or intends any people has following case one of of, China SFC can made terminated review of decided: (a) applicants or intends any people death or lost capacity of; (ii) applicants law terminated of; (three) applicants active requirements withdrawn application material of; (four) applicants not in provides term within for feedback views made further description, and explained of; (five) applicants or intends any people for suspected illegal violations behavior was administrative organ filed survey of; (six) applicants was law take closed reorganization
    And trust, receivership, limit business, regulatory measures; (g) the applicant or any person on suspicion of criminal investigation by the Justice Department; (VIII) other circumstances recognized by the China Securities Regulatory Commission. 34th CSRC and relevant agencies shall, within the prescribed period for directors, supervisors and senior managers of qualifications decision on whether to approve an application.
    Are not approved, reasons shall be given. Section III service article 35th securities company shall be appointed directors, supervisors, branch office within 30th of access qualifications, in accordance with the articles of incorporation and other relevant provisions of these officers served procedures.
    Within 30th of obtaining qualifications, such officer is not served on the securities firm or to perform related functions, in addition to justified and endorsed by the relevant agencies, the qualifications automatically invalidated.
    36th article securities company appointment Director, and prison thing and executives personnel, should since made decided of day up 5th within, will about personnel of changes situation and executives personnel of duties range in company announcement, and to China SFC and the related sent institutions report, submitted following material: (a) served, and removal decided file; (ii) related Conference of resolution; (three) related personnel of served qualification approved file; (four) related personnel signed of integrity Business commitment book; (five) executives personnel duties range of description;
    (Vi) other materials prescribed by the CSRC.
    Securities of the company's failure to comply with notice, reporting obligations, relevant staff should be sent to the China Securities Regulatory Commission and related institutions in the 2nd report. 37th appointment and removal of Directors, supervisors and senior managers of securities companies, the China Securities Regulatory Commission and related agencies can talk to personnel office.
    Securities firms elected directors, supervisors and executives did not meet the conditions laid down, the China Securities Regulatory Commission and the Agency shall instruct the securities company within a changing of the guard.
    Article 38th-funded securities companies management personnel positions foreigners can reach a maximum percentage of the total number of such persons 30%; foreign-shared securities companies management personnel positions foreigners can reach a maximum percentage of the total number of such persons 50%.
    39th securities company executives up to 2 companies of securities company shares serve as directors, supervisors, but not in the positions outside of the company serves as a Director, supervisor, not part-time or other for-profit institutions engaging in other business activities.
    Heads of branches of securities companies shall not concurrently serve as heads of other branches.
    Up to 2 securities to any person as an independent Director of the company.
    Directors, supervisors and senior managers of securities companies part-time, should be since the date of the events occurred in the 5th to the China Securities Regulatory Commission and related agencies report.
    40th article management personnel qualifications personnel, holding other than independent Director positions, do not need to reapply for qualifications, by a securities company in accordance with the provisions of the proposed law for their appointment procedures.
    41st directors, supervisors and heads of branches left, their qualifications since the departure date automatically invalidated.
    Has following case of, not by Qian paragraph provides by limited: (a) securities company Director (not including independent Director), and prison thing in same company mutual became; (ii) securities company Chairman, and Deputy Chairman, and Board of supervisors President, in same company became except independent Director zhiwai of other Director, and prison thing; (three) securities company branch institutions head became same company other branch institutions head.
    42nd securities company changes its legal representative, key principal and the principal of the Branch Office shall make a decision on taking the date 20th within the securities business license change.
    43rd fourth supervision and management of Directors, supervisors and executives should be in accordance with the laws and administrative regulations, exercise of authority and the articles of incorporation of the provisions of the CSRC shall not be authorized without obtaining the qualification exercise of authority on his behalf. Adjustment of the 44th Division of responsibilities for senior managers, securities companies shall be announced in the 5th company, and reports to the CSRC and relevant agencies. Meanwhile, those matters should be timely informed the top executives of the securities firm personnel.
    Securities of the company's failure to comply with notice, reporting obligations, executives should be in 2nd to the China Securities Regulatory Commission and related agencies report.
    45th article of Directors, supervisors and executives should refuse to perform any institutional, individual legal rights against the interests of the company or the customer waiting for instructions or orders, found against violations of the legitimate rights and interests of customers, and should be sent to the China Securities Regulatory Commission and related institutions to report in a timely manner.
    China Securities Regulatory Commission and its agencies protect according to law to perform their duties, earnestly safeguard the interests of customers suffer unfair treatment of Directors, supervisors and senior managers of the legitimate rights and interests.
    46th prohibits directors, supervisors and executives to engage in the following acts: (a) their authorities by accepting bribes or other illegal income, and (b) embezzlement or misappropriation of company or client assets and (iii) illegal loan company or client funds to others; (iv) in customer assets for the company, shareholders or any other institution, the personal debt guarantees.
    47th article of China Securities Regulatory Commission on access to management personnel qualifications without management personnel positions in the securities personnel qualification inspection.
    These personnel shall obtain the qualification the next year, in the first quarter of each year submit to the local Office of the domicile by head of referees or signing the annual registration form.
    48th article management personnel qualifications instead of securities companies in positions of management personnel personnel, was not required to participate in qualification inspection, or do not pass a qualifying examination, or for 5 years from the date of obtaining qualifications is not securities company, shall, before serving again applied for qualification of management personnel. 49th CSRC establish a database to record access to personnel information management personnel qualifications.
    Selected management personnel of securities companies, you can find relevant information.
    China Securities Regulatory Commission will stock the company Chairman, Vice Chairman and Chairman of the Board of supervisors relating to information in the database.
    50th article directors, supervisors, management personnel qualifications personnel should at least every 3 years to attend business training approved by the China Securities Regulatory Commission, obtained training certificates.
    Personnel qualifications of the principal of the Branch Office should be made at least every 3 years to attend the premises is accredited by professional training, obtain training certificates.
    51st securities company Chairman and General Manager of incapacity or vacancy, provisional decision as stipulated in the articles of the company in accordance with article eighth on his behalf to perform his duties, and within 3rd day of the decision to the CSRC and registration agency reports.
    Company personnel does not meet the criteria of decision, the China Securities Regulatory Commission and related agencies can order the deadline decided otherwise took the duties of officers of the company, and ordered the duty personnel to stop carrying out their duties. Discharge their duties may not exceed 6 months.
    Company shall, within 6 months of employing personnel with qualifications as Chairman and General Manager.
    The 52nd directors, supervisors and executives are suspected of serious crimes, investigation by the administrative authorities or the judiciary investigation, securities company shall suspend the relevant personnel office. 53rd article has following case one of of, related sent institutions should on has directly responsibility or led responsibility of Director, and prison thing and executives personnel for regulatory talk: (a) securities company or I suspected violation legal, and administrative regulations or China SFC provides; (ii) securities company corporate governance structure, and internal control exists major hidden; (three) securities company financial index not meet China SFC provides of risk control index; (four) securities company appointment not has served qualification of personnel served as Director, and
    Prison thing and executives personnel or violation this approach provides authorized not has served qualification of personnel actual perform above positions; (five) violation this approach 36th article, and 44th article provides, not perform announcement obligations; (six) Director, and prison thing and executives personnel not comply with commitment; (seven) violation this approach 43rd article, and 45th article, and 50th article, and 52nd article provides; (eight) since signed recommended views of day up 1 years within by recommended of personnel was finds for not appropriate candidates or was revoked served qualification;
    (I) the contents of the recommendations issued by the false and (j) of the company and its shareholders, directors, supervisors and executives of violations of undeclared (11) does not provide for auditing the outgoing personnel (12) other circumstances identified by CSRC based on prudent regulatory principles.
    54th article securities company net capital or other risk control index not meet provides, was China SFC ordered deadline corrected and late not corrected of, or its behavior serious endanger securities company of sound run, and damage customer lawful rights and interests of of, China SFC can limit company to Director, and prison thing and executives personnel paid paid, and provides welfare, or suspended related personnel positions, or ordered replaced Director, and prison thing and executives personnel.
    Directors, supervisors and executives during the suspension, not to leave.
    55th article securities company director, and prison thing and executives personnel in served during appeared following case one of of, China SFC and the related sent institutions can will its finds for not appropriate candidates: (a) to securities regulatory institutions provides false information, and hide major matters; (ii) refused to tie securities regulatory institutions law perform regulatory duties; (three) AWOL; (four) 1 years within cumulative 3 times was securities regulatory institutions according to 53rd article of provides for regulatory talk; (five) cumulative 3 times was self-discipline organization disciplinary;
    (Vi) cumulative 3 has leadership responsibility for companies subject to administrative penalties; (g) the total of 5 times has leadership responsibility for companies subject to disciplinary action, (VIII) other circumstances identified by CSRC based on prudent regulatory principles.
    The 56th since the China Securities Regulatory Commission and related agencies found to be unsuitable within 2 years from the date of, any securities companies may not employ the personnel directors, supervisors and senior managers.
    57th directors, supervisors and executives of the securities firm failed to diligently, causes significant violations of securities companies or significant risks, the China Securities Regulatory Commission and the Agency may revoke the qualifications of the personnel, and order the period of change of Directors, supervisors and senior managers of the company.
    58th recommended people signed within 1 year from the date of the recommendation, applicant was identified as unsuitable or of revocation of qualification, within 2 years from the date the decision is made not to entertain the applicant's recommendation and signing annual registration form.
    59th Chairman, Vice Chairman, the executives resigned or were found to be unsuitable and was relieved of his duties, or revocation of qualification, shall, in accordance with the provisions of the securities firm for auditing, and since leaving office within 3 months from the date of the audit report to the China Securities Regulatory Commission and the Agency of record.
    60th Chairman, Vice Chairman and Executive Officer during the auditing, not in any other directors, supervisors and senior managers of securities companies.
    61st fifth chapter legal liability of Directors, supervisors and executives who violate laws, administrative regulations and the provisions of the China Securities Regulatory Commission, should be administrative sanctions according to law, and punished in accordance with relevant provisions; a suspected crime, transferred to the judicial organs according to law, be held criminally responsible.
    62nd has the applicant or any person to conceal the relevant information or provides false information to apply for qualification, securities regulators are inadmissible or refusing to license, and shall be given a warning.
    63rd applicants or persons to be appointed by fraud, bribery or other improper means to obtain qualifications and should be withdrawn, warning to the company and the responsible personnel, and impose a fine.
    64th securities companies violating these rules, appointed does not have the qualification of personnel in appropriate positions, 198th of China's securities and Futures Commission under the Securities Act provides for administrative penalties.
    65th article has following case one of of, ordered corrected, on company and has responsibility of personnel be warning, single at or and at fine: (a) violation this approach 39th article, and 46th article and 51st article provides; (ii) on China SFC according to 37th article, and 56th article made of regulatory requirements, company not by provides made corresponding processing; (three) company and the related executives personnel not by provides perform report obligations or submitted of material exists false records, and misleading sex statement or major missed of.
    Sixth chapter supplementary articles article 66th branch head in these measures refers to the securities company's branch office, securities, securities service provisions as well as the China Securities Regulatory Commission may be engaged in business activities of securities company under the other non-agency Manager and actual performance as Manager of personnel.
    67th financial work in these measures refers to securities other than financial.
    Listed company engaged in securities-related work, as securities work.
    68th term as provided herein to working days, excluding holidays. 69th these measures shall come into force on December 1, 2006.
                    The China Securities Regulatory Commission, issued by the securities institution of vocational qualification management for senior managers of the interim measures (Jian Zi [1998]46), of the senior management personnel of securities companies management (SFC, 24th) repealed simultaneously.

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