Compared with the previous provisions, the Measures are more complete and specific. In terms of post qualification management, in addition to the requirements and procedures for directors and senior managers, the content of continuous supervision is also stipulated. In terms of post qualification termination, according to the administrative licensing law and the actual needs of supervision, the termination forms such as post qualification revocation and invalidation are clarified. In addition, the management responsibility of financial institutions, the system of outgoing audit report and the construction of supervision information system are stipulated in detail, which provides a better legal environment for the CBRC and its dispatched offices at all levels to carry out the management of senior executives' qualifications according to law and the banking financial institutions to implement the post management system.
I. Measures for the Administration of the Qualifications of Directors (Directors) and Senior Managers of Banking Financial Institutions:
Article 2 Banking financial institutions mentioned in these Measures (hereinafter referred to as financial institutions) refer to commercial banks, rural cooperative banks, village banks, rural credit cooperatives, rural credit cooperatives, branches of foreign banks, other financial institutions and policy banks established in People's Republic of China (PRC).
Qualification management of directors (directors) and senior managers of financial asset management companies, trust companies, enterprise group finance companies, financial leasing companies, auto finance companies, money brokerage companies, consumer finance companies, loan companies, rural credit cooperatives, rural credit cooperatives, representative offices of foreign-funded financial institutions in China, and other financial institutions approved by regulatory agencies.
Article 3 The term "senior managers" as mentioned in these Measures refers to all kinds of managers in the headquarters and branches of financial institutions who have decision-making power or significant influence on the management and risk control of institutions.
Directors (directors) and senior managers of banking financial institutions must be approved by the regulatory authorities for their qualifications, and the specific scope of personnel shall be implemented in accordance with the Regulations on Administrative Licensing of China Banking Regulatory Commission and the Detailed Rules for the Implementation of the Regulations on the Administration of Foreign Banks in People's Republic of China (PRC).
Article 4 The term "post qualification management" as mentioned in these Measures refers to the whole process in which the regulatory authorities stipulate the post qualification conditions, approve and terminate the post qualification, supervise financial institutions to strengthen the post management of directors (directors) and senior managers, and ensure that their directors (directors) and senior managers meet the post qualification conditions.
Article 5 The term "regulatory institution" as mentioned in these Measures refers to the banking regulatory institution of the State Council (hereinafter referred to as the CBRC) and its dispatched offices.
The division of responsibilities of the CBRC and its dispatched offices in post qualification management shall be implemented in accordance with the relevant provisions of the CBRC.
Article 6 A financial institution shall ensure that its directors (directors) and senior managers always meet the corresponding qualifications and have corresponding qualifications during their tenure and tenure.
If a director (director) or senior manager fails to meet the post requirements during his term of office, the financial institution shall order him to correct or stop his post within a time limit and report the relevant situation to the regulatory agency.
Second, the qualifications:
Article 7 The term "qualification" as mentioned in these Measures refers to the regulatory requirements that the proposed and current directors (directors) and senior managers of financial institutions should meet in terms of conduct, reputation, knowledge, experience, ability, financial status and independence.
Article 8 The basic qualifications of the proposed and current directors (directors) and senior managers of financial institutions include:
(1) Having full capacity for civil conduct;
(2) Having a good law-abiding and compliance record;
(3) Having good conduct and credibility;
(4) Having the relevant knowledge, experience and ability required to serve as directors and senior managers of financial institutions;
(5) Having a good economic and financial record;
(six) personal and family financial stability;
(7) Having the independence required to be a director (director) and senior manager of a financial institution;
(eight) to fulfill the obligation of loyalty and diligence to financial institutions.
Article 9 The proposed, current directors (directors) and senior managers of a financial institution shall be deemed not to meet the conditions as stipulated in Items (2), (3) and (5) of Article 8 of these Measures in any of the following circumstances:
(1) Having a criminal record of intentional or gross negligence;
(two) there are bad behaviors that violate social morality and cause adverse effects;
(3) Being personally or directly responsible for the illegal business activities or heavy losses of the original institution, if the circumstances are serious;
(4) Being or having been a director or senior manager of an institution that has been taken over, revoked, declared bankrupt or revoked its business license, unless it can be proved that I am not personally responsible for the institution that has been taken over, revoked, declared bankrupt or revoked its business license;
(five) due to violation of professional ethics, integrity or serious dereliction of duty, resulting in heavy losses or adverse effects;
(six) instigating or participating in institutions that do not cooperate with legal supervision or case investigation;
(7) Being disqualified as a director (director) or senior manager for life, or being punished by a regulatory agency or other financial management department for more than two times;
(eight) do not have the qualifications prescribed in these measures, and approve the qualifications by improper means.
Article 10 The proposed, current directors (directors) and senior managers of a financial institution shall be deemed not to meet the conditions as stipulated in Items (6) and (7) of Article 8 of these Measures in any of the following circumstances:
(1) I or my spouse have a large number of overdue debts that cannot be repaid, including but not limited to overdue loans in this financial institution;
(2) I and my close relatives jointly hold more than 5% of the shares of the financial institution, and the total amount of credit obtained from the financial institution obviously exceeds the net value of the shares held by them;
(3) I hold more than 5% of the shares of the financial institution together with the shareholder unit controlled by me, and the total amount of credit obtained from the financial institution obviously exceeds the net equity value of the financial institution held by me;
(4) I or my spouse work in a shareholder unit that holds more than 5% of the shares of the financial institution, and the total amount of credit granted by the shareholder unit from the financial institution obviously exceeds the net assets held by the shareholder unit, except that it can be proved that the corresponding credit has nothing to do with me or my spouse;
The provisions of the preceding paragraph shall not apply to enterprise group finance companies.
(5) There are other positions in financial institutions that have obvious conflicts of interest with their proposed or current positions, or that obviously distract their time and energy in performing their duties in financial institutions.
The term "close relatives" as mentioned in these Measures includes spouses, parents, children, brothers and sisters, grandparents, grandparents, grandchildren and grandchildren.
Eleventh in addition to the circumstances listed in Article 9 and Article 10, the proposed and current independent directors of financial institutions shall not have the following circumstances:
(1) I and my near relatives jointly hold more than 1% of the shares or equity of this financial institution;
(2) I or a close relative holds a post in a shareholder unit that holds more than 65,438+0% shares or equity of the financial institution;
(3) He/she or a close relative holds a post in the financial institution or an institution controlled or actually controlled by the financial institution;
(4) I or my close relatives work in an institution that cannot repay the loans of financial institutions on schedule;
(5) The institution where I or my close relatives work and the financial institution to be employed (currently employed) have business ties or interests in the aspects of law, accounting, auditing, management consulting and guarantee cooperation, which prevents them from performing their duties independently;
(6) Other circumstances in which he or his close relatives may be controlled or exert significant influence by the major shareholders and senior managers of the financial institution, thus preventing him from performing his duties independently.
Article 12 The proposed or current directors (directors) and senior managers of financial institutions shall not serve as directors (directors) and senior managers of financial institutions under other circumstances that are regarded as not meeting the qualifications prescribed by regulatory agencies as stipulated by laws and administrative regulations.
Article 13 The qualifications and working years required by the proposed and current directors (directors) and senior managers of various financial institutions shall be implemented in accordance with the Administrative Licensing Regulations of the CBRC and the Implementation Rules of the Regulations on the Administration of Foreign Banks in People's Republic of China (PRC).
III. Qualification examination and approval:
Article 14 Directors (directors) and senior managers of financial institutions shall obtain the qualification approval before taking office, and shall not perform their duties before obtaining the qualification approval.
Article 15 Before appointing directors and senior managers or authorizing relevant personnel to perform the duties of directors and senior managers, financial institutions shall confirm their qualifications and submit an application for qualifications to the regulatory authorities.
Article 16 The materials and procedures for various financial institutions to submit post qualification applications shall be implemented in accordance with the Administrative Licensing Regulations of the CBRC and the Detailed Rules for the Implementation of the Regulations on the Administration of Foreign Banks in People's Republic of China (PRC).
Article 17 In addition to examining the application materials for post qualifications submitted by financial institutions, the regulatory agency may also examine whether the candidates meet the post qualifications in the following ways, and issue a written decision to the financial institutions to approve or disapprove the post qualifications:
(1) Inquiring the relevant information of the proposed person or the institution where the proposed person once worked in the regulatory information system;
(2) Consulting the regulatory archives and inquiring about the relevant information of the proposed person or the institution where the proposed person once worked;
(three) to solicit the opinions of the relevant regulatory agencies or other administrative departments;
(four) to verify the relevant information of the candidate through relevant state organs, credit reporting agencies, institutions where the candidate has worked and other channels;
(5) Test candidates' professional knowledge and ability.
Article 18 If the candidate has served as the chairman (director) or senior manager of a financial institution, the applicant shall also submit the post-employment audit report of the candidate when submitting the application materials for post qualifications.
The outgoing audit report shall generally be submitted to the local regulatory agency within 60 days after its departure. Parallel transfer within the same legal person institution shall be submitted to the local regulatory authorities within 30 days after the departure of the personnel.
Article 19 The audit report on the departure of the chairman (director) of a financial institution shall at least include the assessment conclusions on the following situations and their responsibilities (including leadership responsibilities and direct responsibilities):
(a) the implementation of national laws, regulations, rules and regulations;
(2) Whether the internal control and risk management of the competent institution or department are effective;
(three) whether there are major cases, major losses or major risks in the competent institutions or departments;
(four) whether the operation of the institution I work for involves major related transactions, and whether the major related transactions are disclosed according to law;
(5) Whether the operation of the board of directors is legal and effective. The outgoing audit report shall also include information on whether the audited object has any illegal, illegal or disciplinary behavior and bad records such as punishment and punishment.
Article 20 The audit report on the resignation of senior managers of financial institutions shall at least include the assessment conclusions on the following situations and their responsibilities (including leadership responsibilities and direct responsibilities):
(a) the implementation of national laws, regulations, rules and regulations;
(2) Whether the operation of the competent institution or department is legal and compliant;
(3) Whether the internal control and risk management of the competent institution or department are effective;
(four) whether there are major cases, major losses or major risks in the competent institutions or departments;
(5) Whether I am involved in major related party transactions in the operation of this institution or the competent department, and whether major related party transactions are disclosed according to law.
The outgoing audit report shall also include information on whether the audited object has any illegal, illegal or disciplinary behavior and bad records such as punishment and punishment.
Twenty-first senior managers of financial institutions need not re-apply for post qualifications if they adjust their posts in parallel or change to lower posts in the same legal person institution. Before taking office, the candidate shall submit the outgoing audit report and relevant employment materials to the dispatched office of the CBRC where he intends to take office. Where a person works in a different place, the dispatched office of the CBRC in the place where he intends to work shall seek the supervision and evaluation opinions of the dispatched office of the CBRC in the original place.
Four. Under any of the following circumstances, the dispatched office of the CBRC to be appointed shall notify the financial institution to be appointed in writing to re-apply for the post qualification:
(1) Failing to submit the outgoing audit report and relevant post-holding materials before taking office;
(two) the conclusion of the outgoing audit report is false, or it shows that the candidate may not be suitable for the new post;
(3) The supervision and evaluation opinions of the dispatched office of the CBRC in the place where the proposed candidate originally worked show that the proposed candidate may have any situation that does not meet the requirements of these Measures;
(4) Discontinued for more than 1 year.
Article 22 When the chairman (director), president (general manager, director) and branch president (general manager, director) of a financial institution are absent, the financial institution shall designate relevant personnel to perform their duties on their behalf in accordance with the articles of association and other provisions, and report to the regulatory authorities within three days after designation.
Financial institutions shall ensure that the personnel who perform their duties on their behalf meet the qualifications stipulated in these Measures.
Article 23 If the regulatory agency finds that the person who performs duties on his behalf does not meet the post requirements, it shall order the financial institution to adjust the person who performs duties on his behalf within a time limit.
The time for performing duties on behalf of the CBRC shall not exceed the time limit prescribed by the relevant administrative licensing rules of the CBRC. A financial institution shall select and employ persons who have obtained the qualification approval to formally take up their posts within the time limit.
Twenty-fourth financial institutions shall immediately inform candidates of the results of the qualification examination after receiving the written decision of the regulatory authorities to approve or disapprove the qualifications.
Chapter IV Termination of Post Qualification
Twenty-fifth in any of the following circumstances, the regulatory agency shall revoke the post qualification approval decision:
(a) the staff of the regulatory agency abuse their powers, neglect their duties, exceed their powers, and approve the qualifications of unqualified persons in violation of legal procedures;
(2) The directors (directors) and senior managers of financial institutions do not meet the qualification requirements, which were not discovered by the regulatory authorities during the audit, but were discovered after their qualifications were approved;
(3) Persons who do not meet the basic requirements for post qualifications obtain the post qualifications of directors (directors) and senior managers by improper means;
(4) Other circumstances in which the post qualification approval decision should be revoked according to law.