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TABLE OF CONTENTS CHAPTER I GENERAL PROVISIONS CHAPTER II CONDITIONS FOR THE POST-HOLDING QUALIFICATIONS CHAPTER III REVIEW OF POST-HOLDING QUALIFICATIONS CHAPTER IV SUPERVISION AND ADMINISTRATION CHAPTER V PUNISHMENT PROVISIONS CHAPTER VI SUPPLEMENTARY PROVISIONS CHAPTER I GENERAL PROVISIONS Article 1. For the purposes of strengthening and improving the administration of the directors and senior managers of insurance companies, ensuring the stable business operations of insurance companies and promoting the sound development of the insurance industry, these Provisions are formulated in accordance with the Insurance Company of the People's Republic of China (hereinafter referred to as the Insurance Law) and other relevant laws and administrative regulations. Article 2. The term "insurance companies" as mentioned in these Provisions refer to the commercial insurance companies established upon approval of the insurance regulatory institutions and registered in accordance with the law. The "branch institutions of insurance companies" as mentioned in these Provisions refers to the branch companies, central sub-branch companies, sub-branch companies and business departments lawfully established by insurance companies. The "insurance institutions" as mentioned in these Provisions refers to the headquarters and the branch institutions of insurance companies. The "business departments" as mentioned in these Provisions refers to the business departments which are established by insurance companies and hold a License for Operating Insurance Business. Article 3. The "senior managers" as mentioned in these Provisions refers to the following persons who have the decision-making power or have important influence on the business management of an insurance company: (1) The general managers, deputy general managers and assistants to the general managers of the headquarters, branch companies and central sub-branch companies; (2) The secretary of the board of directors, regulation-compliance person-in-charge, chief actuary, and finance person-in-charge; (3) The managers of the sub-branch companies and business departments; and (4) The persons-in-charge who have the power identical to that of the above-mentioned senior managers. Article 4. The CIRC and its dispatched institutions shall adopt the level-by-level examination and administration for the post-holding qualifications of directors and senior managers. The CIRC shall review and administer the post-holding qualifications of the directors and senior managers of the headquarters of insurance companies. The institutions dispatched by the CIRC shall review and administer the post-holding qualifications of the branch institutions of the insurance companies within their respective jurisdiction unless it is otherwise provided for by the CIRC. Article 5. The CIRC and its dispatched institutions shall review the post-holding qualifications of directors and senior managers and shall adopt the examination and approval system and the reporting system. The review of the post-holding qualifications of the following persons shall be governed by the examination and approval system: (1) The general managers, deputy general managers and assistants to the general managers of the headquarters, branch companies and central sub-branch companies; and (2) The secretary of the board of directors, regulation-compliance person-in-charge, chief actuary, and finance person-in-charge. The review of the post-holding qualifications of the managers of the sub-branch companies and business departments shall be governed by the reporting system. Article 6. Prior to the appointment of a director or senior manager who is subject to examination and approval, the appointing institution shall file an application with the CIRC or its dispatched institution for examining and approving his post-holding qualifications. For a senior manager who is subject to reporting, the appointing institution shall submit a report to the institution dispatched by the CIRC after the appointment. An institution dispatched by the CIRC may, in light of the concrete situation within its jurisdiction, require the branch companies to report the senior managers subject to reporting in a centralized manner. CHAPTER II CONDITIONS FOR THE POST-HOLDING QUALIFICATIONS Article 7. The directors and senior managers shall abide by the laws, regulations, and insurance supervisory rules, and shall observe the articles of association of the insurance company. Article 8. The directors and senior managers shall be honest and faithful, and shall have the professional knowledge, practicing experience and management abilities which are necessary to perform their duties. Article 9. The legal representative of a Chinese-funded insurance company shall be a citizen of the People's Republic of China. Article 10. A person who is to assume the post of the chairman of the board of directors, general manager, deputy general manager or assistant to the general manager of an insurance company, shall meet the following conditions: (1) Having a university diploma or above; (2) Having 5 or more years of financial work experience, or 8 or more years of economic work experience; and (3) Having ever been a person-in-charge or manager in an enterprise, public institution or state organ. Article 11. A person who is to assume the post of an independent director of an insurance company shall be independent. He shall be able to make independent and objective judgments on the business activities of the insurance company. Article 12. Other directors of an insurance company shall have 5 or more years of finance, law or accounting work experience that can meet the needs of the duties they are to perform. Article 13. To assume the post of the secretary of the board of directors of an insurance company, a person shall satisfy the following conditions: (1) Having a university diploma or above; and (2) Having 5 years of work experience that can meet the needs of the duties he is to perform. Article 14. To assume the post of the general manager, deputy general manager, assistant to the general manager of branch company or central sub-branch company of an insurance company, a person shall meet the following requirements: (1) Having a university diploma or above; and (2) Having 3 or more years financial work experience or 5 or more years of economic work experience. Article 15. To assume the post of the manager of sub-branch company or business department of an insurance company, a person shall have 3 or more years of economic work experience. Article 16. Where a candidate director or senior manager has a master's degree of insurance, finance, economic management, investment, law or accounting, the requirement for the length of his economic work experience may be relaxed properly. Where a candidate chairman of the board of directors or senior manager has 8 or more years of insurance work experience or has made outstanding achievements in the insurance sector, the requirement for his education background may be relaxed from university to college. Article 17. Under any of the following circumstances, a person shall not assume the post of director or senior manager of an insurance company: (1) He is under any of the circumstances as provided for in Article 147 of the Company Law; (2) The prescribed time limit has not lapsed since the day when the financial regulatory department cancelled or revoked his post-holding qualifications or banned his access to the market; (3) 7 years have not lapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances as prescribed in Article 41 (15); (4) 5 years have not lapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances as prescribed in Article 41 (4) through (14); (5) 3 years have not lapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances as prescribed in Article 41 (1) through (3); (6) He is being inspected by the judicial organ, disciplinary and supervisory departments, the CIRC or its dispatched institution because he is suspected of having violated any law or regulation, and no conclusion is made; or (7) Other circumstances under which the CIRC deems improper for him to assume the post of a director or senior manager. Article 18. For a director or senior manager of an insurance company to be rectified or to be taken over, if he is directly responsible for the rectification and takeover, he shall not assume the post of director or senior manager of another insurance institution during the rectification and takeover period. CHAPTER III REVIEW OF POST-HOLDING QUALIFICATIONS Article 19. To appoint a director or senior manager who is subject to examination and approval, the insurance company shall, prior to appointment, submit the following written materials (in triplicate) to the CIRC or its dispatched institution, and simultaneously submit the corresponding electronic files: (1) An application for the examination and approval of the post-holding qualifications of the candidate director or senior manager; (2) An application for the post-holding qualifications of the director or senior manager candidate; (3) The photocopies of identity certificate, diploma and other relevant certificates of the director or senior manager candidate. A photocopy of his passport shall be submitted simultaneously if he has one; (4) The comprehensive evaluation of the moral, professional knowledge, business capability and job performance of the candidate director or senior manager; (5) A post-leaving audit report shall be submitted if it is required by the CIRC; and (6) Other materials as prescribed by the CIRC. Article 20. The CIRC and its dispatched institution shall review the application for examination and approval of the post-holding qualifications by ways, including: (1) examining the post-holding applications materials; and (2) arranging a post inspection interview with the director or senior manager candidate. Article 21. A post inspection interview may cover the following aspects: (1) To know the basic information of the director or senior manager candidate; (2) To inspect how well the director or senior manager candidate understands the important insurance laws, administrative regulations and rules; (3) To give the director or senior manager candidate some suggestions about the problems on which he should focus; (4) Other aspects which the CIRC or its dispatched institution deems necessary to inspect or suggest. Written transcripts shall be made for the post inspection interview and shall be signed by the inspector and the director or senior manager candidate. Article 22. The CIRC and its dispatched institution shall, within 20 days after it accepts the application for the examination and approval of the post-holding qualifications, make a decision of approval or disapproval. If it approves it, it shall issue to the applicant a post-holding qualification approval document. If it disapproves it, it shall make a written decision and make an explanation. Article 23. After an insurance institution appoints a senior manager who is subject to reporting, it shall, within 10 days after the appointment, report to the institution dispatched by the CIRC and shall submit the following written materials in duplicate: (1) A report on the appointment of the senior manager; (2) A decision on the appointment of the senior manager; and (3) The photocopies of the identity card, diploma and other relevant certificates of the senior manager. If the senior manager has a passport, a photocopy of his passport shall be submitted simultaneously. Article 24. The CIRC or its dispatched institution may issue letters of consultation about the law-and-regulation compliance of the acts conducted by a director or senior manager in the former institution where he assumed a post to the following institutions: (1) Before the director or senior manager assumes the post in the insurance sector, if he has ever assumed a post in another sector, the CIRC or its dispatched institution may inquire the former supervisory institution about the relevant information, or it may inquire the former institution where he assumed a post, if there is no supervisory department; and (2) If the director or senior manager assumes a post of the insurance sector in another region, the dispatched institution of the place where he is to assume the post shall inquire the dispatched institution of the place where he left his post. Article 25. For a director or senior manager whose post-holding qualifications have already been examined and approved, if his post is transferred within the same insurance company and its branch institutions, or if he concurrently assumes the post of the senior manager of the same or inferior level within the same insurance company and its branch institutions, he is not required to go through the formalities for re-examination and approval of his post-holding qualifications. Article 26. Where a director or senior manager is under any of the following circumstances, his post-holding qualifications shall be invalidated automatically. If he is to re-assume the post of a director or senior manager, he shall be subject to post-holding qualification examination: (1) Not working for this insurance company and its branch institutions; (2) Being given an administrative sanction, namely, being ordered to be dismissed and replaced; or (3) The occurrence of any of the circumstances as mentioned in Paragraph 1 of Article 147 of the Company Law. Article 27. The post-holding qualification examination materials shall be written in Chinese. If the original texts are in a foreign language, Chinese translations which have been notarized by a Chinese notarization institution shall be attached to them. Article 28. An insurance institution shall faithfully submit the post-holding qualification examination materials. The insurance institution and the director or senior manager who accepts the post-holding qualifications shall be responsible for the genuineness of the substantial contents of the materials submitted. Article 29. An insurance institution shall use the uniform formats of the CIRC for the post-holding qualification application and post-holding report for directors and senior managers. CHAPTER IV SUPERVISION AND ADMINISTRATION Article 30. An insurance institution shall not, without examination and approval, appoint any director or senior manager, who is subject to examination and approval, in any form. If it is necessary for an insurance institution designate a temporary person-in-charge under a special circumstance, the temporary time period shall not exceed 3 months. Article 31. An insurance institution shall, within 30 days after it receives the post-holding qualification examination and approval document, it shall make a document on the appointment of the director or senior manager. Article 32. Under any of the following circumstances, an insurance company's appointment of a director or senior manager is invalidated: (1) Appointing a director or senior manager, who is subject to the system of examination and approval, without examination and approval; or (2) Appointing a senior manager, who is subject to reporting, by violating any of the post-holding requirements as described in these Provisions. Article 33. With 10 days after an insurance institution makes any of the following decision, it shall report to the CIRC or the local institution dispatched by the CIRC: (1) A decision on the appointment of or adjustment of the functions of a director or senior manager who is subject to examination and approval; (2) A decision on the dismissal or approval of resignation of a director or senior manager; (3) A decision on the appointment or dismissal of a temporary person-in-charge; (4) A decision on the sanction of removal or deposal of a senior manager; or (5) A decision on dismissing and replacing a director or senior manager by another person under an administrative punishment order. For the transfer of a senior manager to another region, the insurance institution shall not only report his deposal and moving to the institution dispatched by the CIRC of the place where he leaves his post, but also simultaneously report to the dispatched institution of the place where he is to assume a new post. Article 34. Where any director or senior manager commits a crime, is given a industrial disciplinary sanction or is given a non-insurance administrative punishment during his term of office, the insurance institution shall report to the CIRC or its dispatched institution within 15 days after it knows or should know the decision of judgment, industrial disciplinary sanction or administrative punishment. Article 35. Where any insurance institution or director or senior manager applies for the post-holding qualifications by concealing the relevant information or providing false materials, the CIRC or its dispatched institution shall reject or disapprove the application for the examination and approval of the post-holding qualifications, and shall, within 1 year, reject any new application for the post-holding qualifications of the director or senior manager. Where any insurance institution or director or senior manager obtains the post-holding qualifications by cheating, bribery or any other illegal means, the CIRC or its dispatched institution shall revoke its post-holding qualifications, and shall, within 3 years, reject any new application for the post-holding qualifications of the director or senior manager. Article 36. Where any of the circumstances as described in Paragraph 1 of Article 147 of the Company Law occurs during the term of office of a director or senior manager, the insurance institution shall remove him from his post, and the CIRC or its dispatched institution may also order this insurance institution to remove him from his post. Article 37. Where an insurance institution is under any of the following circumstances, the CIRC or its dispatched institution may show to the directly liable director or senior manager a severe risk warning letter, arrange a supervisory interview with him, and where necessary, order the insurance institution to make a rectification within a time limit: (1) There is any serious hidden risk in the business operation, use of fund, corporate governance structure or internal control system of the insurance institution; (2) Evidence shows that any director or senior manager violates the obligation of good faith and diligence as prescribed in the Company Law, and any serious damage is caused to the business operation of the insurance company; or (3) Any other circumstance under which the CIRC or its dispatched institution deems necessary to give a warning of serious risk. The insurance institution shall timely report in writing the rectification information to the CIRC and its dispatched institution. Article 38. Before a director or senior manager leaves his post, he shall be subject to post-leaving audit under relevant provisions of the CIRC. Article 39. The CIRC and its dispatched institutions shall establish and improve the archives of the directors and senior managers of insurance institutions. The archives shall include the following contents: (1) The bad records of administrative punishments, disciplinary sanctions of the insurance sector, etc.; (2) The records of examination of post-holding qualifications, change of posts, etc.; (3) The post-leaving audit report; and (4) Other contents as required by the CIRC. Article 40. Where any director or senior manager is given an insurance administrative punishment, the CIRC shall make an announcement to the general public. CHAPTER V. PUNISHMENT PROVISIONS Article 41. For a director or senior manager of an insurance institution who is directly liable for any of the following acts, which violate the Insurance Law but do not constitute any crime, the CIRC or its dispatched institution may, in light of the different circumstances, give him a warning, order the insurance institution to dismiss and replace him by another person, and fine him not less than 20,000 yuan but not more than 100,000 yuan: (1) Failing to submit the reports, statements, documents and materials according to law; (2) Failing to submit the relevant insurance clauses and insurance premium rates for archival purposes; (3) Illegally modifying, without approval, the name, articles of association, registered capital, office of the company or of its branch institution(s); (4) Cheating the insurant, the insured or beneficiary, hampering the insurant from performing the faithful notification obligation, or refusing to perform the compensation or payment of insurance money as stipulated in the insurance contract, or promising to offer various illicit benefits; (5) Making fraudulent settlement of claims; (6) Failing to submit the relevant insurance clauses and insurance premium rates for examination and approval; (7) Failing to prepare or use the security fund, reserve fund, insurance guarantee fund or accumulation fund; (8) Failing handle the reinsurance ceding business according to the relevant provisions; (9) Illegally using any money of the insurance company; (10) Splitting up or merging without approval, or establishing any branch institution or representative office without approval; (11) Accepting over-insurances, or accepting insurances for persons without civil capacity by conditioning the payment of insurance money on death; (12) Providing false any report, statement, document and material; (13) Refusing or hamper any lawful inspection and supervision; (14) Engaging in the insurance business by exceeding the approved business scope, or concurrently engaging in any business which is not covered by the relevant law or administrative regulation; (15) Illegally establishing an insurance company or illegally engaging in the commercial insurance business activities; or (16) Any other act in violation of the Insurance Law. Article 42. Where the CIRC or its dispatched institution decides to punish a director or senior manager by having him dismissed and replaced, it shall simultaneously send a copy of the punishment decision to the insurance institution which appointed the director or senior manager. An insurance institution shall, in light of the requirements of the CIRC and its dispatched institution, make a decision to dismiss and replace the director or senior manager within a time limit, and shall, within 10 days after it makes the said decision, send a copy to the CIRC or its dispatched institution. Article 43. Where a branch institution of an insurance company violates the Insurance Law, the CIRC or its dispatched institution may, in accordance with Article 41 of these Provisions, punish the directly liable director or senior manager of the institution of the next higher level. Article 44. If an insurance institution refuses to execute any administrative punishment of dismissal and replacement, or if it hampers the execution of any punishment decision by any means, the CIRC or its dispatched institution orders it make a correction and fine it not less than 100,000 yuan but not more than 500,000 yuan. Article 45. Where an insurance institution applies for or obtains the post-holding qualifications by providing any false document and material, the CIRC or its dispatched institution shall give it a warning and fine it not less than 100,000 yuan but not more than 500,000 yuan. Article 46. If an institution, without approval, appoints any director or senior manager, or if it appoints any senior manager, who is subject to the reporting system, by violating the post-holding conditions, the CIRC or its dispatched institution shall give it a warning and fine it not more than 10,000 yuan. Article 47. Where an insurance institution, without any justifiable reason, fails to appoint any director or senior manager, whose post-holding qualifications have been approved, in accordance with these Provisions, the CIRC or its dispatched institution shall order it to make a correction. If it fails to do so, the CIRC or its dispatched institution shall give it a warning. Article 48. Where an insurance institution is under any of the following circumstances, the CIRC or its dispatched institution shall order it to make a correction. If it fails to do so, the CIRC or its dispatched institution may give it a warning and fine it not less than 10,000 yuan: (1) Failing to timely report the relevant matters; or (2) Failing to depose a temporary person-in-charge whose temporary term of office has exceeded 3 months. Article 49. If an institution dispatched by the CIRC decides to fine a branch institution of an insurance company 200,000 yuan or more, or if it decides to fine a director or senior manager 50,000 yuan or more, it shall report to the CIRC for a consent. CHAPTER VI SUPPLEMENTARY PROVISIONS Article 50. With regard to the administration on the post-holding qualifications of the directors and senior managers of an insurance group corporation, insurance holding company or policy insurance company, if it is otherwise provided for by any law or administrative regulation, such law or administrative regulation shall prevail. If no law or administrative regulation provides otherwise, these Provisions shall prevail. Article 51. The administration on the post-holding qualifications of the senior managers of the branch companies of foreign insurance companies shall be governed by the relevant provisions of these Provisions regarding the senior managers of the headquarters of insurance companies. Article 52. Unless there are special provisions, the administration on the post-holding qualifications of independent directors, regulation-compliance person-in-charge, chief actuary, and finance person-in-charge shall be provided for by the CIRC separately. Article 53. The "days" as mentioned in these Provisions refer to working days, excluding the legal holidays. Article 54. The power to interpret these Provisions shall remain with the CIRC. Article 55. These Provisions shall come into force as of September 1, 2006. The Administrative Provisions on the Post-holding Qualifications of Senior Managers of Insurance Companies issued by the CIRC on March 1, 2002 and the Decision on Amending the Relevant Articles of the Administrative Provisions on the Post-holding Qualifications of Senior Managers of Insurance Companies issued by the CIRC on July 23, 2003 shall be abolished simultaneously. Annexes: 1. Application Form for the Post-holding Qualifications of Directors and Senior Managers of An Insurance Company (Omitted); 2. Report on Senior Managers of An Insurance Company (Omitted). |
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