● Any business should avoid being arranged by one person from beginning to end.
● Major business decisions cannot be made by one department, one supervisor or one pen, but must be evaluated and confirmed by horizontal departments.
The core of risk control is to strengthen the internal control system and improve the corporate governance structure.
Giving full play to the joint efforts of social supervision is an effective measure to prevent "insider control"
As a cross-century China securities company, besides expanding the assets scale, improving the trading level and researching business innovation, a very important issue is how to control and resolve the risks of securities operating institutions. Then, what kind of internal control mechanism can be established to prevent risks; What kind of risk control system can be established to resolve risks?
Establish risk control system and strengthen internal control system.
First, improve the management level and establish a risk control system.
Facing the turn of the century, China securities companies should gradually change from extensive management to intensive management with risk prevention as the core. Establishing a systematic and efficient risk prevention and control system should be the focus of securities companies and make unremitting efforts to this end.
Under the traditional "pyramid" management mode, business development and risk control often depend on the quality, ability and consciousness of leaders. With the continuous expansion of the business scale of securities companies, the defects of this model are more and more obvious, which is not conducive to the expansion of business scale, the improvement of professional level and the prevention of risks. The author believes that "matrix" management system is helpful to overcome the above disadvantages. The "matrix" system puts all activities under the network control system of business department (horizontal) and management department (vertical). It not only gives more authority and responsibility to business and management functional departments, but also strengthens the functions of supervision, management and service guidance to branches. While improving the level of specialization and developing business rapidly, supervision has achieved the effect of horizontal to lateral and vertical to the end.
According to the characteristics of securities institutions in China at present, we need to establish a comprehensive, authoritative and multi-level risk management system. The framework of the risk control system thus designed is as follows:
(1) Establish a risk control organization (it can be called a committee, general manager's office or office, etc.). ) directly responsible to the highest decision-making level of the company. The institution has a full-time person in charge, and other full-time personnel include senior accounting, legal and investment banking experts and analysts. Independent directors and strategists can also be absorbed as part-time members. The agency is responsible for the planning of the company's risk control policies, participating in the formulation of the company's business strategy, and approving business authorization and quota indicators. If the institution determines that the risk of a business exceeds the risk tolerance of the company, it can veto the implementation of the business (or decide whether to implement the "one-vote veto" according to the composition of the organization).
(2) The institution has a risk management department. The risk management department is responsible for daily affairs and operates in parallel with other business management departments of the company. Its responsibilities are to formulate risk management procedures, set risk control or early warning standards for various business activities, conduct risk inspection, evaluation and audit, and submit risk control suggestions and risk control reports.
(3) Set up several risk control teams according to management functions. Appoint relevant "risk leaders" (or risk controllers, risk managers, etc.). Assist in the implementation of risk management policies and extend the risk defense line to every business. The risk manager also evaluates the effectiveness of the risk management policy.
(4) Implement the "multi-line responsibility system". The organizational structure of risk control is divided according to different businesses and regions. The department manager and the risk owner jointly supervise all business activities, but the department manager is responsible to his superior supervisor and the risk owner reports to the risk management department. This multi-line responsibility system effectively restricts the situation that the leader completely controls his subordinates and effectively controls the risks of the leader.
The characteristics of the above-mentioned risk control framework are: risk monitoring permeates every business activity, and all businesses must be carried out under the coordination of business guidance departments, management functional departments and risk control departments, and combined with a rectangular management system to form a multi-dimensional and three-dimensional organizational framework.
Whether there are authoritative and full-time risk control institutions and personnel is an important symbol to measure the strength of risk control.
Of course, an effective risk control system must also include an efficient and safe computer network system. The dynamic monitoring, analysis and feedback of these data depend more on an advanced communication and network management system to ensure the effective connection and efficient operation of all links of the risk control system.
The second is to strengthen self-discipline management and improve the internal control system.
As a legal person's self-discipline management mode, the core of risk control is a perfect internal control system. As a system adopted by the company, internal control generally refers to the company's own organizational planning and its various coordination methods and measures. Generally speaking, all kinds of management methods, procedures, rules and manuals are scattered in various departments of securities operating institutions, and must be penetrated through the principles of internal control system to form a whole.
Broadly speaking, internal control mainly includes two aspects: (1) internal accounting control; (2) Internal management control. The former is mainly to protect the safety of assets and improve the reliability and integrity of accounting system; The latter is to improve business efficiency, promote, supervise and inspect the implementation of management policies, and ensure that business activities achieve the expected goals.
The scope of internal control involves almost all the activities of securities institutions, including the company's policies, plans, organization, coordination, control and budget. Among them, accounting and financial work are the key points, and others are also reflected in business activities such as brokerage, investment banking, self-employment, bonds, investment management, capital planning, information technology, human resources and salary management. There must be no blind spots in internal control.
In essence, the internal control system is a set of balance mechanism. Its basic principles are as follows: a. Divide the operation processes of various businesses according to needs, and set several key points (responsible persons) in each process to check whether there are any errors in the business and whether it meets the requirements, and at the same time confirm and bear joint and several responsibilities. B. it is not allowed to arrange any business by one person from beginning to end. Everyone's work has to be checked and tested by others. C. Major business decisions cannot be made by one department, one supervisor or one pen, but must be evaluated and confirmed by horizontal departments.
The above-mentioned restriction and balance mechanism can be summarized as vertical dual-track system and horizontal dual-track system; Multi-line responsibility system for major decisions.
In the process of implementing the internal control system, we should also pay attention to the following points: First, securities institutions should establish a corporate culture of "every employee should bear the obligation of risk control" and advocate the integrity of risk control. Secondly, establish an authoritative risk control system. The establishment and revision of the system should be led by the company's senior leaders. The punishment for offenders should be severe and institutionalized. Third, the internal audit work should assist in the investigation and evaluation of the internal control system and promote the improvement and perfection of the internal control system.
Judging from the irregularities of several domestic securities firms, although they are different in form and nature, they all have a * * * nature, that is, there is something wrong with the internal control system, or a certain internal control link is out of control, or the whole internal control system is imperfect. Specifically: (1) branches set up "off-balance-sheet accounts" in accounting; (2) Finance and funds are out of the supervision of the Finance Department of the Head Office.
"Remember the past and learn from the future", and securities institutions should focus on establishing all-round, multi-perspective, information-based, networked and modern technical means to control risks through concerted efforts. Here, based on the principle of internal control, the author puts forward the following suggestions:
1, the business department (secondary company, branch) is authorized to operate, and the principle of decentralization.
The management of the sales department (secondary companies and branches) has always been a weak link in the management of securities firms. Brokers themselves should strengthen the supervision of branches, implement an authorized operation system for branches, and clarify the scope of business. At the same time, for the three important positions of the division (secondary companies and branches), the three powers are separated from the personnel organization, that is, the financial personnel and computer personnel are entrusted and appointed, managed by the financial department and computer department of the head office respectively, and are directly responsible to the financial department and computer department of the head office, and their appointment and dismissal, wages and bonuses are decoupled from the division.
2, the principle of important post rotation
Department heads can consider rotating once every two to three years; The person in charge of finance and computer have also decided to rotate for two years at most three years; From the perspective of three-dimensional rotation, it is necessary to add another restriction, that is, the general manager, financial director and computer director of a department cannot serve in the same department for more than one year at the same time.
This principle also applies to other important positions, including senior managers. Job rotation helps to prevent departmentalism and small collectivism within departments, and also helps to break down barriers and boundaries between departments.
As an extension of the principle of rotation of important posts, some key posts can be implemented with "compulsory vacation system" and "one-day vacation system".
3. Strengthen internal audit and establish an efficient audit system.
As an important means for securities companies to implement internal control, internal audit is an important part of the supervision system of securities operating institutions. The audit department shall, according to the company's rules and regulations, check the safety and profitability of the company's assets, the compliance and legality of business, and the integrity and compliance of internal control.
In order to give full play to the role of internal audit, securities institutions must establish an audit system combining regular audit and special surprise audit, expand the frequency and scope of audit, and comprehensively cover the key points and main risk points in internal control. All departments with management rights, financial rights, real rights and control rights, in addition to ensuring special audits, conduct regular audits at least once a year. Conditional can carry out two routine audits, more than two surprise audits. Relevant information shows that the internal audit of dozens of foreign financial institutions in Shanghai far exceeds that of Chinese financial institutions.
The establishment of an effective auditing system depends on the authority and independence of auditing. Therefore, the audit department is generally directly responsible to the highest level of the company, and an audit Committee can also be established. Regular "post rotation system" should also be implemented for auditors.
Improve the corporate governance structure and prevent "insider control"
No matter how good the internal control system and risk control measures are, once there is "insider control", they will lose their effectiveness. "Insider control" means that under the condition of separation of ownership and control, enterprise managers have mastered the control of the enterprise, and their interests are reflected in the company's strategic decision. Its essence is that although "insiders" do not hold the shares of the enterprise, nor are they the legal owners of the enterprise, they gain control over the operation of the enterprise from the administrative decentralization of the higher authorities. The result is often that the owner's rights and interests are embezzled by the "insider-controlled" operators, resulting in the loss of enterprise assets. In this case, on the one hand, the illegal business activities of legal persons are unimpeded; On the other hand, "insider control" is easy to breed personal violations of discipline and law by legal representatives and senior managers.
The asymmetry of information is another reason for "insider control". Because of the professionalism and uncertainty of business activities, "insiders" know their own working ability and operating results, while outsiders are difficult to understand not only the working ability and diligence of operators, but also the operating results of enterprises. The board of directors represents all the ultimate owners and supervises and restricts the insiders of the enterprise. However, the excessive concentration of state-owned shares makes it difficult for companies to get rid of administrative constraints, which often leads to insufficient supervision power of the board of directors. In fact, in some companies, the daily team of the board of directors is integrated with the administrative leadership team that presides over the work, which is also commonly known as "two brands and one team", and it is difficult for the board of directors to perform their duties.
The author believes that strengthening the internal system construction and controlling risks must be based on the high degree of self-discipline management of legal persons, representative legal persons and senior managers; At the same time, we should also establish a modern enterprise system for securities companies and improve the corporate governance structure.
First, improve the corporate governance structure, establish and improve the system of shareholders' meeting, board of directors and board of supervisors.
According to China's Company Law, the shareholders' meeting is the highest authority of the securities operating institutions, and the board of directors is the permanent decision-making body responsible for the shareholders' meeting. If the decision-making power is too concentrated in the management team, the decision-making risk will increase, and it is easy for the management team to manipulate the board of directors and the board of directors to manipulate the shareholders' meeting. It is of great significance to establish a system of checks and balances among the shareholders' meeting, the board of directors and the board of supervisors (that is, the "three meetings" system) to promote the steady operation of securities operating institutions and prevent risks.
It is generally believed that the role of the board of directors is to formulate company strategies and policies and play an important decision-making role. At the same time, there is also an important role that cannot be ignored, that is, the supervision and implementation role of the board of directors. In view of this, the role of directors can be summarized into six types: evaluation, encouragement, supervision, inspection, bridge and safety valve.
Regarding the perfection of corporate governance, the author puts forward the following suggestions for reference only:
1, strengthen the "independent director system"
Independent directors, that is, external directors, are also called non-executive directors. Independent directors cannot have any relationship with the company that affects their objective and independent judgment. He does not represent investors (including major shareholders) or company management.
In the composition of the board of directors in developed countries, not only the chairman and the general manager are divided, but also the extensive absorption of independent non-executive directors into the board of directors is particularly advocated. In the board of directors, some even have more than half of independent directors. The supervision and checks and balances between independent directors and executive directors have been established by enterprises in developed countries as the basic principles of a good corporate management model.
2. Implement the "three-in-one system" of the board of directors.
China's joint-stock company model was reformed from state-owned enterprises, and the directors are basically shareholders, especially the representatives sent by the largest shareholder; Another model is that most directors are senior managers of the company. The author thinks that both of them have defects. In the former case, there will be "one family has the final say" and "one-vote veto system", which is not conducive to the restriction of the board of directors; The latter is prone to the situation that the company "insiders" replace (control) the board of directors. Neither of these two board models can form a balanced corporate governance structure.
In a sound board of directors, directors from investors must be less than half of the total number of directors; Similarly, the number of directors held by the company's senior managers should be less than half of the total number of directors. At the same time, there must be a certain number of independent directors (full-time directors) in the board of directors, which can be senior entrepreneurs, senior managers of the company's original management team, senior managers of accounting firms and law firms, and senior managers of social consulting institutions and famous economists. In other words, the board of directors should be composed of investors, senior managers and independents, which is the "three-in-one system" advocated by the author. The rights and obligations of independent directors in the board of directors should not be reduced, but should be given a "one-vote veto" on some special proposals.
3. Implement the "factory director responsibility system"
If a director votes in favor of a wrong motion that causes heavy losses, it is dereliction of duty and should bear corresponding legal responsibilities, including economic compensation. The current situation is often that you either bear criminal responsibility or have no responsibility at all. Compared with foreign directors with huge "worth", Chinese directors cannot implement joint economic compensation for various reasons, which leads to the situation that rewards and punishments are unknown and losses are not compensated.
4, improve the status of the board of supervisors, strengthen the functions of the board of supervisors.
According to the Company Law, the Board of Supervisors and its members perform the functions of checking the company's finances and supervising the chairman, directors and senior managers, and form a supervision and restriction mechanism for the company's directors and managers. Some continental European countries adopt the "double-board system". In this mode, the board of supervisors representing shareholders is promoted to a higher level than the board of directors. The board of supervisors supervises and manages the work of the board of directors, and can even appoint and remove members of the board of directors and the general manager.
At present, the board of supervisors of China's securities operating institutions is far from meeting the functions entrusted by law and the requirements of shareholders' expectations. Here, the author would like to make the following suggestions:
(1) Implement the "one-seat supervisor qualification system". No matter how much capital is invested, a shareholder unit has only one supervisor seat at most in the board of supervisors, which is conducive to protecting the rights of minority shareholders.
(2) The "one-person-one-vote system" is adopted for the election of supervisors. If the supervisors are elected according to the amount of capital contribution, the representatives of major shareholders are more likely to be elected as supervisors. If the "one person, one vote system" is implemented, the situation of "final decision" of major shareholders can be changed.
(3) The supervisor's function is "the system of independently exercising supervision power". When the supervisors exercise their functions and powers, they do not need to pass several resolutions. Each supervisor can independently exercise the right of supervision, can independently sue the board of directors, and ask the board of directors to compensate the company, thus protecting shareholders' rights and interests from damage.
Second, give full play to the joint efforts of social supervision and prevent "insider control"
Securities institutions are not ordinary industrial and commercial enterprises, and their rise and fall directly affect the security of financial markets and even the stability of society. To this end, the author puts forward the following exploratory suggestions:
1, implement the "access review system"
When examining and approving securities institutions, we should not only examine investors' credit standing, sources of funds and qualifications of senior managers, but also consider whether there are perfect corporate governance structures, full-time risk control departments and basic internal control systems as the necessary conditions for admission.
2, the implementation of the "chief financial officer appointment system"
At present, Shanghai, Wuxi and other places have tried out the "CFO appointment system" of state-owned enterprises, and CFO is only responsible for the appointer. From a normative point of view, it is debatable whether the chief financial officer of a limited responsibility system with state-owned assets as the controlling position or a joint-stock securities operating institution is appointed by the first investor or by the board of directors.
3, the implementation of "perennial accounting audit system"
Securities institutions must employ independent accounting firms to audit their annual reports. Auditors conduct a preliminary review of the financial and accounting statements of the Company every month, and conduct a final review throughout the year, and shall be jointly and severally liable for the audit results. In principle, the signed CPA shall be replaced every two years.
4, the implementation of the "perennial legal adviser system"
Securities institutions generally have their own legal affairs departments, but they cannot completely replace the role of social law firms. Securities institutions should employ perennial legal advisers, not only to review the articles of association, resolutions of the board of directors, major economic contracts, equity transfer, etc. , but also sign a legal opinion on whether the company's business is legal and compliant. Legal advisers and their law firms should also bear joint and several legal responsibilities for serious losses caused by illegal acts. In principle, lawyers sent by law firms should be replaced once every two years.
5, the implementation of "regular and irregular reporting system"
Securities institutions shall regularly report the company's operating conditions, financial statements and risk control to the securities regulatory authorities. In case of major changes in the company's business activities or financial status, it shall report to the regulatory authorities in a timely manner.
6, the implementation of "regular debriefing system" and "resignation audit system"
The "regular debriefing system" and "outgoing audit system" shall be implemented for senior managers of securities operating institutions to encourage standardized operation and restrict illegal activities.
7. Establish an incentive mechanism for operators.
The incentive mechanism of managers is an important issue that cannot be ignored in the corporate governance structure. Solving the problem of profit distribution of managers, including the implementation of annual salary system, performance shares and options, can not only promote managers to maximize the interests of the company, but also curb the phenomenon of "insider control" from the top.
8. Pilot "Employee Stock Ownership Plan"
The implementation of the employee stock ownership plan will help employees to establish a sense of responsibility and honor for the company, promote the formation of a corporate culture that strictly follows the internal control system, and restrict the phenomenon of "insider control" from all employees.
9, to carry out the pilot work of securities companies listed.
Restricting and preventing "insider control" can rely on the incentive and supervision of the securities market to the management of the company to a great extent. For listed companies, the pressure from the securities market can form public supervision on company operators and enhance the transparency of company operations. Therefore, state-owned securities institutions can be reorganized into limited liability companies or joint-stock companies with multiple investors, and the conditions for public listing are ripe.
Risk control is the eternal theme of securities institutions. Establishing a modern enterprise system, perfecting the corporate governance structure and strengthening the construction of internal control system are important tasks for China securities companies in the new century.
Jun 'an Securities Co., Ltd. Xie Rongxing
Shanghai securities news.
1May 26, 999