The term "compliance management" as mentioned in these regulations refers to the behavior of securities companies in formulating and implementing compliance management systems, establishing compliance management mechanisms, cultivating compliance culture, and preventing compliance risks.
The term "compliance" as mentioned in these regulations means that the business management and professional behavior of securities companies and their staff comply with laws, regulations, rules and other normative documents, industry norms and self-discipline rules, and the company's internal rules and regulations and professional ethics and codes of conduct recognized and generally adhered to by the industry (hereinafter referred to as "laws, regulations and codes").
The term “compliance risk” as mentioned in these regulations refers to the risk that a securities company or its staff may be subject to legal sanctions, regulatory measures, property losses or reputational losses due to management or professional behavior that violates laws, regulations or standards. .
Article 3 The compliance management of securities companies shall cover all businesses, departments, branches and employees of the company, and run through all aspects of decision-making, execution, supervision, feedback and other aspects.
Article 4 Securities companies should establish the concept of compliance operations, compliance by all employees, and top-down compliance, advocate and promote the construction of a compliance culture, and cultivate the compliance awareness of all employees.
Article 5 Securities companies shall formulate a basic compliance management system and implement it after review and approval by the board of directors. The basic system of compliance management should include the objectives, basic principles, organizational structure and responsibilities of compliance management, as well as the reporting, handling and accountability methods for violations.
Article 6 The board of directors, board of supervisors and senior managers of a securities company shall perform compliance management-related responsibilities in accordance with laws, regulations and the company's articles of association, and be responsible for the effectiveness of the company's compliance management.
The heads of each department and branch of a securities company shall strengthen the supervision and management of the compliance status of the staff of their departments and branches, and be responsible for the effectiveness of the compliance management of their departments and branches.
All employees of a securities company should be familiar with the laws, regulations and standards related to their practice, actively identify and control the compliance risks of their practice, and assume responsibility for the compliance of their practice.
Article 7 Securities companies shall, as necessary, organize relevant internal institutions and departments or entrust external professional institutions to evaluate the effectiveness of the company's compliance management and promptly resolve existing problems in compliance management. A comprehensive assessment of the effectiveness of the company's compliance management shall be conducted no less than once a year.
Article 8 Securities companies shall establish a compliance director. The Compliance Director is the person in charge of corporate compliance and reviews, supervises and inspects the compliance of the business management and practices of the company and its employees. The compliance director shall not concurrently hold positions that conflict with compliance management responsibilities, and shall not be in charge of departments that conflict with compliance management responsibilities.
The articles of association of a securities company shall stipulate the position, responsibilities, appointment and removal conditions and procedures of the compliance director.
Article 9 The compliance director shall meet the following conditions:
(1) Obtain the qualifications of a senior manager of a securities company;
(2) Be familiar with securities business, be familiar with securities laws, regulations and standards, and possess the professional knowledge and skills required for compliance management;
(3) Engage in securities work for more than 5 years, and pass relevant professional examinations or have more than 8 years of legal work Experience; or working in professional supervision positions in securities regulatory agencies for more than 8 years.
The professional examination referred to in item (3) of the preceding paragraph refers to the securities company compliance manager competency examination, the national judicial examination or the lawyer qualification examination organized by the Securities Association of China.
Article 10 When a securities company appoints a compliance director, it shall submit the resume of the proposed person and relevant supporting materials to the Securities Regulatory Bureau where the company is domiciled. The Compliance Director can only serve after being approved by the Securities Regulatory Bureau of the place where the company is domiciled.
A securities company shall have legitimate reasons for dismissing its compliance director, and shall report the facts and reasons for dismissal in writing to the Securities Regulatory Bureau where the company is domiciled within 3 working days from the date of dismissal.
Article 11 When the compliance director is unable to perform his duties or is absent, the securities company shall designate a senior manager to perform the duties on his behalf and report in writing the company’s domicile within 3 working days from the date of designation. Securities Regulatory Bureau.
The person serving as the compliance director shall not be in charge of departments that conflict with compliance management responsibilities, and the time as the compliance director shall not exceed 6 months.
If the compliance director is absent, the company shall hire a person who meets the requirements of Article 9 of these regulations to serve as the compliance director within 6 months.
Article 12 The compliance director shall conduct compliance reviews on the company’s internal management systems, major decisions, new products and new business plans, and issue written compliance review opinions.
If the securities regulatory agency requires compliance review of the application materials or reports submitted by the company, the compliance director shall review the application materials or reports and sign a clear opinion.
Article 13 The compliance director shall take effective measures to supervise the compliance of the company and its staff in business management and professional activities, and conduct regular inspections in accordance with the requirements of the securities regulatory authorities and the company’s regulations. and irregular inspections.
The Compliance Director is responsible for organizing and implementing the company's anti-money laundering and information wall systems, providing compliance consulting and organizational compliance training to senior management, departments and branches in accordance with company regulations, and handling violations involving the company and employees. Complaints and Reports of Violations.
Article 14 If the compliance director discovers that the company has illegal activities or potential compliance risks, he shall promptly report to the internal organization specified in the company's articles of association and also report to the securities regulatory bureau where the company is domiciled; relevant violations Industry standards and self-regulatory rules must also be reported to relevant self-regulatory organizations.
For violations of laws and regulations and potential compliance risks, the compliance director should promptly make suggestions on how to stop and deal with the relevant organizations or departments of the company, and urge rectification. The company should report the rectification results to the local securities regulatory bureau; if necessary, send a copy to the relevant self-regulatory organization.
Article 15 If laws, regulations and standards change, the compliance director shall promptly make suggestions to the company’s board of directors or senior managers, supervise the relevant departments of the company, and evaluate their impact on the company’s compliance management. Modify and improve relevant management systems and business processes.
Article 16 The compliance director shall maintain contact with and actively cooperate with securities regulatory agencies and self-regulatory organizations.
The compliance director should promptly handle matters required for investigation by securities regulatory agencies and self-regulatory organizations, cooperate with securities regulatory agencies and self-regulatory organizations in their inspections and investigations of the company, and track and evaluate the implementation of regulatory opinions and requirements.
If the compliance director believes that laws, regulations and standards are unclear and it is difficult to judge the compliance of the company and its staff in operation, management and practice, he may consult the securities regulatory agency or self-regulatory organization. Securities regulatory agencies and self-regulatory organizations that receive consultations should respond promptly.
Article 17 The compliance director shall archive the compliance review opinions issued, compliance consulting opinions provided, signed company documents, compliance inspection working papers and other documents and materials related to the performance of duties, Record performance of duties.
Article 18 Securities companies shall ensure the independence of the compliance director and ensure that the compliance director can fully exercise the right to know and the right to investigate necessary to perform his duties.
The Compliance Director has the right to attend or attend meetings related to the performance of duties, review relevant documents and information, and require relevant company personnel to provide explanations on relevant matters.
Shareholders, directors and senior managers of securities companies shall not violate the prescribed duties and procedures, directly issue instructions to the compliance director or interfere with his work; directors, supervisors, senior managers, departments and branches of securities companies The organization shall support and cooperate with the compliance director's work and shall not restrict or hinder the compliance director's performance of duties for any reason.
Article 19 Securities companies shall provide necessary human, material, financial and technical support for the compliance director to perform his duties.
A securities company shall, based on its business scope, business scale and organizational structure, establish a compliance department or designate relevant departments (hereinafter referred to as the "compliance department") to assist the compliance director in his work, and provide the compliance department with sufficient Compliance management personnel with professional knowledge and skills appropriate for performing compliance management responsibilities.
When the Compliance Director deems it necessary, he may hire external professional organizations or personnel in the name of the company to assist him in his work.
Article 20 The Compliance Department is responsible to the Compliance Director and performs compliance management responsibilities in accordance with company regulations and the arrangements of the Compliance Director. Other responsibilities undertaken by the compliance department must not conflict with compliance management responsibilities.
Securities companies should clarify the division of responsibilities between the compliance department and other internal control departments, and establish a working mechanism for coordination and interaction between internal control departments.
Article 21 Securities companies shall establish a violation reporting system to ensure that every employee can properly exercise the right to report violations of laws and regulations.
When various departments, branches and their staff of the company discover illegal activities or potential compliance risks, they should actively and promptly report them to the compliance director.
Article 22 Securities companies shall include the effectiveness of compliance management and the compliance of professional behaviors into the performance appraisal scope of senior managers, departments and branches, and their staff.
Securities companies should conduct performance appraisals of compliance directors and compliance managers, and determine their remuneration based on the appraisal results. If the compliance director and compliance management personnel are competent, their salary should not be lower than the average level of managers at the same level in the company.
Article 23 Securities companies shall submit an interim compliance report to the local securities regulatory bureau before August 31 of each year; submit the annual compliance report of the previous year before April 30 of each year. The compliance report should be approved by the company’s board of directors and include the following content:
(1) Basic information on the company’s compliance management;
(2) Performance of duties by the compliance director;
(3) Discovery and rectification of the company’s illegal activities and compliance risks;
(4) Assessment and rectification of the effectiveness of the company’s compliance management;
(5) Other content required by the securities regulatory authorities or deemed necessary by the company.
Directors and senior managers of securities companies shall sign their confirmation opinions on the compliance report stipulated in the preceding paragraph to ensure that the content of the report is true, accurate and complete; if they have any objection to the content of the report, they shall state their opinions and reasons. .
Article 24 The China Securities Regulatory Commission shall evaluate the effectiveness of the compliance management of securities companies, and the evaluation results shall serve as an important basis for the classified supervision of securities companies.
Article 25 If a securities company proactively discovers violations of laws and regulations through effective compliance management, actively and properly handles them, implements accountability, improves internal control systems and business processes, and promptly reports to the local securities regulatory bureau, be exempted from liability or be given a lighter or reduced punishment in accordance with the law.
If the compliance director performs his duties of stopping and reporting illegal acts of securities companies in accordance with regulations, he shall be exempted from liability.
Article 26 If a securities company fails to effectively implement compliance management, has incomplete internal controls, or engages in illegal activities, the company and its responsible directors, senior managers and other personnel shall Take regulatory measures or pursue legal liability in accordance with the law.
If the compliance director supports or condones the company's illegal behavior, or fails to perform his duties of stopping and reporting in accordance with regulations without legitimate reasons, he shall take regulatory measures or pursue legal liability in accordance with the law.
Article 27 These regulations will come into effect on August 6, 2008.