Article 1 In order to give full play to the guiding role of remuneration in corporate governance and risk control of commercial banks, establish and improve a scientific and effective corporate governance mechanism, and promote the steady operation and sustainable development of the banking industry, these Guidelines are formulated in accordance with the relevant provisions of the Banking Supervision Law of the People's Republic of China and with reference to the principles of steady remuneration practice of the Financial Stability Board and other international standards.
Article 2 The term "remuneration" as mentioned in these Guidelines refers to the remuneration and related expenses paid by commercial banks to obtain the services and contributions provided by employees, including basic remuneration, performance remuneration, medium and long-term incentives and welfare income, and various monetary and non-cash equity expenditures.
Article 3 The term "commercial banks" as mentioned in these Guidelines refers to enterprise legal persons established in People's Republic of China (PRC) according to law to absorb public deposits, issue loans and handle settlement.
Article 4 A commercial bank shall formulate a compensation mechanism that is conducive to the implementation of strategic objectives and the promotion of competitiveness, and is suitable for personnel training and risk control, and take it as one of the main contents of corporate governance. The salary mechanism should generally adhere to the following principles:
(1) The compensation mechanism meets the corporate governance requirements of banks.
(b) Salary incentives, bank competitiveness and bank sustainability.
(3) The salary level is adapted to the operating performance after the risk cost adjustment.
(d) Coordination between short-term incentives and long-term incentives.
Chapter II Salary Structure
Article 5 Commercial banks should design a unified salary management system, including fixed salary, floating salary and welfare income. Fixed salary is basic salary, variable salary includes performance salary and medium and long-term incentive, and welfare income includes insurance premium and housing accumulation fund.
Article 6 The basic salary is the basic remuneration paid by a commercial bank to ensure the basic livelihood of employees, including subsidies, which is mainly determined according to the factors such as the labor input, service years, operating responsibilities and risks of employees in the operation of commercial banks. Tianjin subsidy is a monetary subsidy given to employees by commercial banks in accordance with state regulations in order to compensate employees for special or extra labor consumption and the decline of employees' actual income due to price changes. Commercial banks should determine subsidies according to national subsidy policies and standards.
Commercial banks should scientifically design posts and positions, and reasonably determine the salary standards for different posts and positions. Commercial banks are not encouraged to set up guaranteed bonuses. If necessary, the guaranteed bonus is only applicable to the salary payment of new employees in the first year.
The basic salary of a commercial bank is generally not higher than 35% of its total salary.
Article 7 Performance pay refers to the performance pay paid by commercial banks to employees and the pay for increasing income and reducing expenditure, which is mainly determined according to the results of the business performance assessment in the current year. Performance pay should fully reflect the risk, cost deduction and incentive and restraint requirements of bank's sustainable development.
The performance salary of the main person in charge of a commercial bank is determined within 3 times of its basic salary according to the annual business assessment results.
Article 8 Commercial banks shall formulate medium-and long-term incentive plans in accordance with relevant state regulations. Commercial banks should ensure that the total variable compensation will not weaken their ability to continuously enhance their capital base.
Article 9 Welfare income includes social insurance premiums and housing accumulation funds paid by commercial banks for employees. For the management of welfare income, commercial banks should follow the relevant provisions of the state.
Article 10 The total annual salary paid by a commercial bank to its employees shall be determined by comprehensively considering the total number of employees, structure, financial status, operating results and risk control of the enterprise in that year, and referring to the ratio of the total salary of the previous year to the business management fee of the previous year. State-owned commercial banks should also implement relevant state regulations.
Chapter III Payment of Wages
Article 11 The salary payment period shall be consistent with the risk period of the corresponding business. Commercial banks should reasonably determine the salary payment time according to the performance realization and risk changes of different business activities, and make continuous improvement and adjustment.
Article 12 The basic salary shall be paid on a monthly basis. Commercial banks pay basic salary according to the annual total salary plan and distribution plan.
Article 13 A commercial bank shall reasonably determine a certain proportion of performance pay, which shall be paid together with the basic pay by stages according to the operating conditions and risk cost assessment, and the rest shall be paid according to the annual assessment results after the end of the accounting year.
Fourteenth medium-and long-term incentives should be paid after the expiration of the lock-up period agreed in the agreement. The realization of medium and long-term incentives must be approved by the board of directors. The lock-up period depends on the duration of the corresponding risk, at least 3 years.
Fifteenth housing provident fund and various insurance premiums shall be included in the special account management in accordance with the relevant provisions of the state.
Article 16 For the senior managers of commercial banks and employees who have important influence on risks, more than 40% of their performance pay shall be deferred for a period of not less than 3 years. The proportion of deferred payment of performance pay for key senior managers should be higher than 50%, and it should reach 60% if conditions permit. During the deferred payment period, the principle of equal share must be followed, and the former should not be emphasized over the latter.
Commercial banks should formulate provisions for delaying recourse and deducting performance pay. If the exposure of risk losses within the responsibilities of its senior managers and related employees exceeds the prescribed period, the commercial bank has the right to recover all the performance pay paid within the corresponding period and stop paying all the unpaid part. The provisions of delayed recourse and deduction of performance pay formulated by commercial banks should also be applicable to those who leave their posts.
Chapter IV Salary Management
Article 17 A commercial bank should establish and improve a scientific and reasonable salary management organizational structure.
The board of directors is responsible for designing the bank's salary management system and policies in accordance with relevant national laws and policies, and is ultimately responsible for salary management; The Board of Directors shall set up a relatively independent compensation management committee (group) composed of at least one third of financial professionals. The compensation management committee (group) shall be familiar with the risks, costs and evolution of each product line, so as to effectively and responsibly review relevant compensation systems and policies.
The management organizes the implementation of the resolutions of the board of directors on compensation management, the human resources department is responsible for the implementation of specific matters, and the risk control, compliance, planning and finance departments participate in and supervise the implementation and improvement feedback of the compensation mechanism.
The audit department of a commercial bank shall conduct a special audit on the design and implementation of the salary system every year, and report to the board of directors and the banking supervision and management department.
External audit should take the design and implementation of salary system as the audit content.
The remuneration of employees in audit, finance and risk control departments should be independent of the business lines under supervision, and the scale and quality of remuneration should be properly guaranteed to ensure that it can attract qualified and experienced talents.