Senior Executives Of Securities Companies Management

Original Language Title: 证券公司高级管理人员管理办法

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(On October 9, 2004 China Securities supervision Management Committee makes 24th, announced since on November 15, 2004 up purposes) first chapter General first article to specification securities company senior management personnel of management, promote securities industry professional management team of formed, improve securities company business management level, protection investors of lawful rights and interests of, according to securities method, and company law, and State on does needed retained of administrative approval project set administrative license of decided and other legal, and administrative regulations,
    These measures are formulated.
    Second senior management personnel of securities companies in these measures (hereinafter referred to as Executive Officer) refers to the strategies of the company, management, management staff with leadership responsibilities, including the Chairman, Vice Chairman, supervisors, General Manager, Deputy General Manager, head of corporate finance, corporate compliance Chief and people actually fulfil this responsibility.
    Third securities company should be selected to obtain qualifications for senior management personnel of securities companies (hereinafter referred to as SM qualification) of senior personnel; without a qualified person may not serve as senior executives.
    Executive qualification should be approved by the CSRC.
    Fourth executive personnel shall abide by the laws, administrative regulations and the provisions of the China Securities Regulatory Commission, compliance with regulations and industry standards, in good faith, carefully diligence, responsible and loyal.
    Fifth China Securities Regulatory Commission oversight of executive management in accordance with law.
    Securities Association of China, stock exchanges in accordance with the laws and administrative regulations, provisions of the China Securities Regulatory Commission and the self-regulatory rules on executive management.
    Second chapter served qualification sixth article application Chairman, and Deputy Chairman and prison thing long executives served qualification 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) through China SFC recognized of qualification level test; (three) has University undergraduate above degree; (four) honest and trustworthy, has good of ethics, recently 5 years within no bad behavior records;
    (E) in familiarity and knowledge of securities laws relating to the management of the company, competent to perform the duties necessary for the operation and management for senior managers and organizational coordination ability (vi) without the company law and the securities law and other laws, executive regulations prohibit senior executives and practitioners, (VII) other conditions stipulated by the CSRC.
    Seventh article application General Manager, and Deputy General Manager, and financial head and collection rules head executives served qualification of, except should has this approach sixth article (ii) items to subsection (six) items provides of conditions outside, also should has following conditions: (a) made securities industry practice industry qualification; (ii) engaged in securities work 3 years above or financial work 5 years above; (three) had served as securities, and Fund, and futures, and Bank, and insurance, financial institutions sector head above positions not less than two years, or has quite posts management work experience.
    Exercise of management authority of the Chairman or Deputy Chairman shall meet the qualifications provided for in this section.
    Article eighth executive qualifications, shall be served for more than 1 year, two current executives to be recommended, written recommendations. Nineth article application executives served qualification, applicants should to China SFC submitted following application material: (a) executives served qualification application table; (ii) two name recommended people of recommended views; (three) had served units of outgoing audit report, and recently 3 years within had served units of identification views, and recently 5 years within had served financial institutions of regulatory sector on applicants practitioners experience and whether trained punishment or whether exists bad behavior records, situation issued of regulatory views; (four) identity proved copies; (five) degree certificate, and
    Securities practice qualification certificates, qualification test certificate, a copy of the certificate of professional qualifications (vi) law firm provide legal opinion letters, (VII) other materials prescribed by the CSRC.
    The preceding paragraph (b) and (c) provisions of the recommendation, auditing reports, expert opinions, opinions issued by units or individuals sent on behalf of the China Securities Regulatory Commission and the local Office of the domicile of the China Securities Regulatory Commission, and other application materials should be sent by the China Securities Regulatory Commission and submit the domicile of the applicant record.
    The tenth recommendation letter of recommendation should focus on the applicant personally conduct, respect for the rule of law, business, management capability and so on, and made a clear recommendation.
    11th the CSRC Agency shall, within 10 working days from the date of receipt of the archival materials, conduct a review of the archival materials, studied by the applicant, conversation, and will review and investigate, talk working papers submitted to the China Securities Regulatory Commission. 12th the CSRC to receive, review, application materials, and make a decision on the administrative license.
    Eligible, grant permission, executives issued qualification certificates.
    China Securities Regulatory Commission through visits, talks and other means, the applicant's character, working ability, work experience verified.
    13th the applicant to hide relevant information or provides false information to apply for executives qualification, service applications approved by the China Securities Regulatory Commission not to accept the application or not, the applicant may not apply again for executives qualification within 1 year; obtained through fraud, bribery or other improper means Executive qualifications, the applicant may not apply again for executives qualification within 3 years.
    14th securities Board of Directors and appointment of general managers, Deputy General managers, Chief Financial Officer and head of compliance signed employment agreements, terms, performance appraisal, dismissal, mutual rights, obligations and liability for breach of contract.
    15th article securities company selection executives personnel of, should since made selection decided of day up 5 a days within, to China SFC and the company registered to and was selection executives personnel residence to China SFC sent institutions submitted following served record material: (a) executives personnel served record report, report should including selection executives personnel of positions and duties range; (ii) selection decided file, and appointment agreement; (three) was selection executives personnel signed of integrity Business commitment book; (four) China SFC provides of other material. 16th the CSRC on Executive salary review archival materials.
    Office programs do not meet the requirements, the China Securities Regulatory Commission ordered the company to correct.
    17th article executives personnel appeared following case one of of, executives served qualification automatically failure: (a) has company law, and securities method provides of shall not served as Director, and prison thing or Manager of case; (ii) by criminal punishment; (three) since made executives served qualification of day up 5 years within not served as had securities company executives personnel; (four) on by served of securities company for major illegal violations behavior and was managed, and administrative took over, and revoked or ordered close has responsibility; (five) not in accordance with provides participate in annual assessment;
    (Vi) other circumstances as stipulated by the CSRC.
    Basic code of conduct the 18th Chapter Executive should effectively implement statutory provisions and the articles of incorporation of the duties, promote the company set up a sound system of internal control and risk management, to ensure the effective implementation of the system, maintaining effective operation of the control system, in charge of the illegal behavior to assume leadership of the business.
    19th executives should be exercised in accordance with the provisions of the articles of the terms of reference, shall not authorize not qualified as a senior officer to exercise his powers.
    20th executives 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 shall be promptly reported to the company registration agency of the China Securities Regulatory Commission.
    The CSRC protection shall perform their duties, safeguard customer interests and legitimate interests of executives subject to unfair treatment.
    21st senior executives may not be their authorities by accepting bribes or other illegal income, and may not misappropriate company or clients ' assets, the loan company or client funds may not be to others, not to customer asset for the company, shareholders or any other institution, the personal debt guarantees.
    22nd securities company's General Manager, Deputy General Manager, in charge of finance, head of compliance shall, in addition to securities companies holding company other than the for-profit unit part-time or engage in business activities other than work.
    Fourth chapter supervision management 23rd article made executives served qualification and in securities company practitioners of personnel has following case one of of, company should since occurred of day up 5 a days within registered to China SFC sent institutions report, and description reasons: (a) by criminal punishment, and administrative punishment; (ii) was administrative, and judicial organ filed survey; (three) was self-discipline management institutions disposition; (four) was company removal, and disposition; (five) resigned, and left, and lost civil capacity or for other reasons cannot perform duties;
    (Vi) other situations that affect their normal duties or qualifications. Executives achieved qualification but not employed in the securities personnel above shall shelter 5 working days from the date of an agency report to the CSRC, and explain the reasons.
    Referees should oblige the applicant reports in a timely manner, if the applicant fails to report shall, within 15 working days from the date of occurrence of domicile of the applicant Agency of the China Securities Regulatory Commission report.
    Adjustment of the 24th executive staff duties, the company shall, within 10 working days, to the China Securities Regulatory Commission and companies registration agency of the China Securities Regulatory Commission report.
    25th securities company when the Chairman is unable to perform his duties or lack of, shall, in accordance with the company law and company regulations, decided by the Deputy Chairman and Chairman of other directors with Executive qualifications to fulfil terms of reference.
    Securities company is unable to perform his duties or when a vacancy, the Board of Directors shall, within 15 working days to decide on behalf of the other executives within the company to fulfil its responsibilities.
    Duty hours shall not exceed 90 days, except as otherwise provided in laws and administrative regulations.
    26th a securities company or executives are suspected of serious violation of administrative and judicial authorities during the investigation, the company Board of Directors shall suspend the related duties of the Executive.
    Securities company appeared following case one of of, China SFC can ordered company Board deadline replaced executives personnel or specified personnel temporary perform executives personnel duties: (a) company exists major business risk and not implementation effective control, and resolve measures of; (ii) executives personnel cannot law perform duties of; (three) executives personnel failed to diligent due diligence led to or may led to company appeared major risk or risk hidden of; (four) China SFC according to carefully regulatory principles finds of other case.
    27th securities changes of directors or General Manager of the company, shall serve China Securities Regulatory Commission within 15 working days from the date of approval to handle securities business license change procedures.
    28th the CSRC on executives and abide by the compliance of the annual appraisal.
    Officers shall serve for 1 year, in 1th quarter of year, submitted to the company registration agency of the China Securities Regulatory Commission's annual appraisal form signed by securities firms advice.
    Get qualified but have not yet become senior executives of securities companies shall make under the qualification of 1 year, 1th quarter in each year, submit to the home agency of the China Securities Regulatory Commission signed by two referees of the annual appraisal form.
    29th the CSRC Agency shall, before June 30 of each year, complete the Executive's annual assessment and examination results are submitted to the China Securities Regulatory Commission.
    30th article qualified as a senior personnel should be in accordance with the provisions of China's securities industry associations or other agencies approved by the China Securities Regulatory Commission of business training. 31st Executive departure, the company shall immediately be auditing, and since leaving office within 60 days from the date of the audit report to the CSRC and the company registration agency of the China Securities Regulatory Commission for the record.
    Auditing reports shall include the following information: (a) in charge of the size of the business, profits and losses, asset quality and other basic information, (ii) being in charge of the case of the operational effectiveness of the internal control and risk management, (iii) is in charge of business compliance, including within its scope of responsibility of a major violation and I should bear the responsibility and (iv) audit findings.
    The departure of Chairman and General Manager of the securities firm audit and was relieved of his duties because of violation of managerial auditing shall be commissioned by the Supervisory Board of the public accounting firms with securities related qualification.
    During the 32nd Executive auditing shall not be in any other securities companies.
    33rd article has following case one of of, China SFC and sent institutions can on has directly responsibility or led responsibility of executives personnel issued warning letter, and 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) executives personnel not comply with commitment; (four) securities company financial index not meet China SFC provides of risk monitoring index.
    34th securities company by the Chinese Securities Association, stock exchanges and other self-regulatory organizations, disciplinary actions or taxation, auditing, industrial and commercial administrative departments administrative penalties, and shall, within 10 working days from the date of occurrence will be punishment, punishment causes and written report on the list of executives with leadership responsibilities incorporated Agency of the China Securities Regulatory Commission.
    35th article executives personnel has following case one of of, China SFC can finds its for not appropriate candidates: (a) cumulative 3 times was China SFC issued warning letter or for regulatory talk; (ii) cumulative 3 times was self-discipline organization disciplinary; (three) cumulative 5 times on company by disciplinary or was administrative punishment has led responsibility; (four) has evidence proved lack professional competent capacity, and management poor or violation commitment; (five) failed to effective implementation company governance and internal control related system;
    (Six) AWOL; (seven) outgoing audit report showed that on company appeared business risk or illegal violations behavior has responsibility; (eight) authorized not has executives served qualification or executives served qualification failure of personnel, and not appropriate candidates on behalf of exercise terms; (nine) violation this approach 25th article of provides decided on behalf of perform duties of personnel; (ten) on company other executives personnel of illegal violations behavior, and major business management responsibility hide not reported;
    (11) refuse to provide related to the China Securities Regulatory Commission's regulatory information and other circumstances that do not tie in with the regulatory (12) violation of the provisions of this article 22nd. The China Securities Regulatory Commission proposed that the officers concerned is not fit and proper, should be recommended to the securities companies to issue inappropriate officers before the letter informed the company and myself.
    The executives can receive informed within 10 working days from the date of notification, written statement submitted to the CSRC, to defend themselves.
    36th securities companies shall receive the China Securities Regulatory Commission found to be unsuitable within 10 working days from the date of the letter of recommendation, removed from the Executive post, and shall on the date of receipt of the letter of recommendation will be removed within 15 working days from the written report on the China Securities Regulatory Commission and the company registration agency of the China Securities Regulatory Commission.
    Since the China Securities Regulatory Commission found to be unsuitable within two years from the date of, any securities of the company may not be selecting the senior personnel.
    37th executives for executives qualification failure, was found to be not fit and proper persons to be relieved of his duties, shall work with the company to complete the transfer, accept auditing.
    38th since the referrer sign within 1 year from the date of the recommendation, candidates identified by the China Securities Regulatory Commission as unsuitable or revocation, revocation of qualification, the CSRC found or revoke, revoke, within two years from the date of the decision not to proceed with the referee's recommendation or signing the annual appraisal form. 39th securities company in violation of the rules, the China Securities Regulatory Commission will order the company to rectify.
    During the corrective action, the China Securities Regulatory Commission's qualification, new institutional applications, suspended, suspended audits.
    CSRC 40th article database for executive personnel, records obtained the qualification of senior status information, and qualification information, practice, discipline, and so on.
    The CSRC may take appropriate way, executives disclosed the relevant information.
    Fifth chapter legal liability article 41st securities company executives in violation of the law, administrative regulations and the provisions of the China Securities Regulatory Commission, shall be given administrative punishments 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.
    42nd applicant to hide relevant information or provides false information to apply for senior qualified and given a warning.
    Obtained by fraud, bribery or other improper means Executive qualifications, revocation of qualification, and fines of between 30,000 yuan. 43rd article has following case one of of, ordered corrected, on company and has responsibility of executives personnel single at or and at warning, and 30,000 yuan following fine; plot serious of, 6 months within suspended company related business qualification, and on has responsibility of executives personnel sentenced warning, and suspended or revoked executives served qualification: (a) company appeared larger business risk, and major economic loss or occurred major financial crime case; (ii) damage customer lawful rights and interests of; (three) to China SFC provides false information, and hide major matters
    (Iv) not in accordance with the provisions of the China Securities Regulatory Commission for rectification or corrective action weak; (e) does not carry out the reporting, record-keeping obligations; (vi) is not in accordance with the regulations on auditing the outgoing executives.
    44th in violation of provisions of this article 22nd, correction is simply or and a warning, fined a maximum of 30,000 yuan in serious cases, suspension or cancellation of Executive qualifications.
    Sixth chapter supplementary articles the 45th before the implementation of these measures has been qualified as a senior officer shall, within the deadline set by the China Securities Regulatory Commission to apply for certificate of qualifications for senior managers.
                                                                                                            46th these measures shall come into force on November 15, 2004.

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