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Decree of China Insurance Regulatory Commission
No. 4
The Provisions for the Administration of the Post-holding Qualifications of Directors and Senior Managers of Insurance Companies,
which have been deliberated and adopted by the executive meeting of the chairmen of China Insurance Regulatory Commission on June
12, 2006, are hereby promulgated and shall come into force as of August 1, 2006.
Chairman Wu Dingfu
July 12, 2006
Provisions for the Administration of the Post-holding Qualifications of Directors and Senior Managers of Insurance Companies
Chapter I General Provisions
Article 1
In order to enhance and perfect the administration of the directors and senior managers of insurance companies, safeguard the stable
business operations of insurance companies and promote the sound development of the insurance industry, the present Provisions are
formulated under the Insurance Law 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 herein refer to the commercial insurance companies that are established upon approval of
the insurance regulatory institutions and legally registered.
The term “branch institutions of insurance companies” as mentioned herein refers to the branch companies, central sub-branch companies,
sub-branch companies and business departments lawfully established by insurance companies.
The term “insurance institutions” as mentioned herein refers to the headquarters and the branches of the insurance companies.
The term “business departments” as mentioned herein refers to the departments that are established by insurance companies and hold
a License for Insurance Operations.
Article 3
The term “senior managers” as mentioned herein refers to the following persons who have the policy-making power or have important
influence on the business administration of an insurance company:
(1)
General managers, deputy general managers and assistants to the general managers in the headquarters, branch companies and central
sub-branch companies;
(2)
Secretary of the board of directors, regulation-compliance person in charge, chief actuary, and chief finance officer;
(3)
Managers of the sub-branch companies and business departments; and
(4)
Persons in charge who have the same power as that of the aforesaid senior managers.
Article 4
The hierarchical examination and administration for the post-holding qualifications of directors and senior managers shall be performed
by The CIRC and its dispatched institution.
The CIRC shall be responsible for the examination and administration of the post-holding qualifications of the directors and senior
managers of the headquarters of insurance companies. The institutions dispatched by the CIRC shall be responsible for the examination
and administration of 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 examination of the post-holding qualifications of directors and senior managers shall be implemented by the CIRC and its dispatched
institution by means of examination and approval system and the reporting system.
The examination and approval system shall apply to the examination of the post-holding qualifications of the following persons:
(1)
General managers, deputy general managers and assistants to the general managers of the headquarters, branch companies and central
sub-branch companies; and
(2)
Secretary of the board of directors, regulation-compliance person in charge, chief actuary, and chief finance officer;
The reporting system shall apply to the examination of the post-holding qualifications of the managers of the sub-branch companies
and business departments.
Article 6
A director or senior manager subject to the examination and approval system shall submit an application in name of its appointing
institution to the CIRC or its dispatched institution for inspecting and approving his post-holding qualifications before he is appointed.
As to a senior manager that is subject to the reporting system, the appointing institution shall submit a report to the institution
dispatched by the CIRC after the appointment.
An institution dispatched by the CIRC may require the branch companies to uniformly report the appointment of the senior managers
that are subject to the reporting system in accordance with the specific circumstances within its jurisdiction.
Chapter II Requirements for the Post-holding Qualifications
Article 7
The directors and senior managers shall observe the laws, regulations, and insurance surveillance rules, and shall comply with the
articles of association of the insurance company.
Article 8
The directors and senior managers shall have good behavior of integrity and faithfulness, as well as the professional knowledge,
work experience and management capabilities necessarily for the performance of their duties.
Article 9
The legal representative of a Chinese-invested insurance company shall be a citizen of the People’s Republic of China.
Article 10
A person that occupies the chairman of the board of directors, general manager, deputy general manager or assistant to the general
manager of an insurance company shall satisfy the requirements as follows:
(1)
Having a bachelor’s degree or above;
(2)
Having a financial work experience of over 5 years, or an economic work experience of over 8 years; and
(3)
Having ever been a conductor or manager in an enterprise, public institution or state organ.
Article 11
A person that occupies an independent director of an insurance company shall have independence, and be able to make independent and
objective judgments on the business activities of the insurance company.
Article 12
To assume the post of other directors of an insurance company, the candidate shall have over 5 years work experience in finance,
law or accounting so as to satisfy the requirements in the duties they are to perform.
Article 13
Where a person occupies the secretary of the board of directors of an insurance company, the candidate shall be consistent with the
requirements as follows:
(1)
Having a bachelor’s degree or above; and
(2)
Having 5 years work experience so as to satisfy the requirements in the duties he is to perform.
Article 14
Where a candidate occupies general manager, deputy general manager, assistant to the general manager of branch company or central
sub-branch company of an insurance company, he shall meet the requirements as follows:
(1)
Having a bachelor’s degree or above; and
(2)
Having financial work experience for 3 years or above or economic work experience for 5 years or above.
Article 15
To occupy the manager of sub-branch company or business department of an insurance company, the candidate shall have economic work
experience for 3 years or above.
Article 16
As to a candidate of the director or senior manager that has a master’s degree of insurance, finance, economic management, investment,
law or accounting, the requirement for the term of his economic work experience may be properly relaxed.
If a candidate chairman of the board of directors or senior manager has insurance work experience for 8 years or above or has made
outstanding contributions in the insurance industry, the requirement for his education background may be relaxed from university
to college.
Article 17
A candidate shall not occupy the director or senior manager of an insurance company in case of any of the circumstances as follows:
(1)
He is under any of the circumstances as prescribed in Article 147 of the Company Law;
(2)
The prescribed time period has not elapsed since the day when his post-holding qualifications were cancelled or revoked or his access
to the market was banned by the financial regulatory department;
(3)
It is clear that 7 years have not elapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances
as prescribed in Subparagraph 15 of Article 41 ;
(4)
It is clear that 5 years have not elapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances
as prescribed in Subparagraphs 4 through 14 of Article 41 ;
(5)
It is clear that 3 years have not elapsed since the day when he was ordered to be dismissed and replaced due to any of the circumstances
as required in Subparagraph 1 through 3 of Article 41 ;
(6)
He is being examined by the judicial organ, disciplinary and surveillant departments, the CIRC or its dispatched institution because
of his suspicion of having violated any law or regulation, and no conclusion has not been made yet; or
(7)
Other circumstances under which he is deemed to be improper to occupy director or senior manager by the CIRC.
Article 18
Where a director or senior manager in an insurance company that has been rectified or taken over is directly responsible for the
rectification and takeover, he shall not occupy the director or senior manager of another insurance institution in the period of
rectification and takeover.
Chapter III Examination of Post-holding Qualifications
Article 19
Where an insurance institution appoints a director or senior manager that is subject to examination and approval system, it shall
submit the following written materials (in triplicate) to the CIRC or its dispatched institution before the appointment, and submit
the corresponding electronic files at the same time:
(1)
An application for the examination and approval of the post-holding qualifications of the candidate director or senior manager;
(2)
An application form for the post-holding qualifications of the candidate director or senior manager;
(3)
Copies of such certificates as the identity certificate, diploma, etc. of the director or senior manager candidate. If he has a passport,
a copy of this shall be submitted as well;
(4)
The comprehensive evaluation on the moral, professional knowledge, business capability and work performance of the candidate of the
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 application for examination and approval of the post-holding qualifications shall be examined by the CIRC and its dispatched
institution by means of
(1)
examining the materials of post-holding applications;
(2)
arranging an interview of the post inspection with the director or senior manager candidate.
Article 21
An interview of the post inspection may include the aspects as follows:
(1)
To know the basic information about the director or senior manager candidate;
(2)
To inspect how well the candidate of the director or senior manager understands the important insurance laws, administrative regulations
and rules;
(3)
To give some suggestions to the candidate of the director or senior manager about the issues on which he should focus; and
(4)
Other aspects necessary to inspect or suggest as required by the CIRC or its dispatched institution.
Written records shall be made for the interview of the post inspection and shall be affixed with the signatures of the inspector and
the director or senior manager candidate.
Article 22
The CIRC and its dispatched institution shall make a decision of approval or disapproval within 20 days after the receipt of the
application for the examination and approval of the post-holding qualifications. In case of approval, a post-holding qualification
approval document shall be issued to the applicant. While for disapproval, a decision in written form shall be made with an explanation.
Article 23
An insurance institution that appoints a senior manager who is subject to the reporting system shall report to the institution dispatched
by the CIRC within 10 days after the appointment, and shall submit the written materials in duplicate as follows:
(1)
A report form about the appointment of the senior manager;
(2)
A decision concerning the appointment of the senior manager; and
(3)
The copies of relevant certificates as the identity card, diploma, etc of the senior manager. If the senior manager has a passport,
a photocopy of his passport shall be submitted as well.
Article 24
The following institutions may be issued some consultation letters by the CIRC or its dispatched institution for the purpose of knowing
the law-and-regulation compliance of the acts conducted by a director or senior manager in the former institution where he held a
post:
(1)
If the director or senior manager has ever assumed a post other sectors before he holds the post in the insurance sector, the CIRC
or its dispatched institution may inquire the former surveillance institution about the relevant information, or it may inquire the
former institution where he held a post, if there is no surveillance department; and
(2)
If the director or senior manager holds a post of the insurance sector in other localities, the dispatched institution of the place
where he is to hold the post shall inquire the dispatched institution of the place where he left his post.
Article 25
When a director or senior manager whose post-holding qualifications have already been examined and approved is transferred, or concurrently
holds the post of the senior manager of the same or inferior level, within the same insurance company and its branch institutions,
it is not necessary to inspect and approve his post-holding qualifications over again.
Article 26
If a director or senior manager commits any of the following circumstances, it shall be invalid of his post-holding qualifications
automatically. If he is to re-assume the post of a director or senior manager, a post-holding qualification examination shall be
performed:
(1)
Working for this insurance company and its branch institutions no more;
(2)
Being ordered to be dismissed and replaced or be given other administrative sanctions; or
(3)
Committing any of the circumstances as mentioned in Paragraph one of Article 147 of the Company Law.
Article 27
The materials of the post-holding qualification examination shall be written in Chinese. If the original materials are in a foreign
language, it shall be attached with Chinese translations that have been notarized by a Chinese notarization institution.
Article 28
The materials of post-holding qualification examination shall be submitted faithfully by insurance institutions.
The insurance institution and the director or senior manager that accepts the examination of the post-holding qualifications shall
be responsible for the authenticity of the substantial contents of the materials submitted.
Article 29
An insurance institution shall use the post-holding qualification application form and post-holding report form for directors and
senior managers with the uniform formats established by the CIRC.
Chapter IV Surveillance and Administration
Article 30
As to any director or senior manager that is subject to the examination and approval system, he shall not be appointed by an insurance
institution in any form without examination and approval.
In case of a special circumstance under which it is necessary for an insurance institution assign a temporary person in charge, the
temporary term may not be more than 3 months.
Article 31
An insurance institution shall work out a document on the appointment of the director or senior manager within 30 days after it receives
the documents of post-holding qualification examination and approval.
Article 32
The appointment of a director or senior manager by an insurance company is invalidated in case of any of the circumstances as follows:
(1)
Appointing a director or senior manager that is subject to the examination and approval system without examination and approval; or
(2)
Appointing a senior manager that is subject to the reporting system in violation of any of the post-holding requirements as prescribed
in the present Provisions.
Article 33
An insurance institution shall report to the CIRC or the local institution dispatched by the CIRC within 10 days after any of the
following decision has been made:
(1)
A decision on the appointment or adjustment of the functions of a director or senior manager that is subject to the examination and
approval system;
(2)
A decision concerning the dismissal or the approval of resignation of a director or senior manager;
(3)
A decision concerning the appointment or the dismissal of a temporary person in charge;
(4)
A decision concerning the deposal or sanction of removal of a senior manager; or
(5)
A decision concerning dismissing and replacing a director or senior manager by another person due to an administrative punishment
order.
As to the transfer of a senior manager to another locality, the insurance institution shall not only report his deposal to the institution
dispatched by the CIRC in the place where he leaves his post, but also report his destination of the new post to the dispatched institution
in the place where he is to hold a new post simultaneously.
Article 34
If any director or senior manager commits a crime, is given a industrial disciplinary sanction or a non-insurance administrative
punishment in his occupation, the insurance institution shall, within 15 days after it knows or should know the decision of judgment,
industrial disciplinary sanction or administrative punishment, report to the CIRC or its dispatched institution.
Article 35
In case of the post-holding qualifications applied by any insurance institution or director or senior manager by means of 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 reject any new application for the post-holding qualifications
of the director or senior manager within one year.
If any insurance institution or director or senior manager obtains the post-holding qualifications by cheating, bribery or any other
illegal means, the qualifications shall be revoked by the CIRC or its dispatched institution, and any new application for the post-holding
qualifications shall be rejected within 3 years.
Article 36
In case of any of the circumstances as prescribed in Paragraph one of Article 147 of the Company Law occurring during the occupation
term of a director or senior manager, his post shall be removed by the insurance institution, and this insurance institution may
also be ordered by the CIRC or its dispatched institution to remove him from his post in accordance with relevant laws.
Article 37
The CIRC or its dispatched institution may show to the directly liable director or senior manager a major risk warning letter, arrange
a surveillance interview, and where necessary, the insurance institution shall be ordered to make a rectification within a time limit,
if it is under any of the circumstances as follows:
(1)
There is any serious hidden danger in the business operation, use of fund, corporate governance structure or inner control system
of the insurance institution;
(2)
Evidence indicates that any director or senior manager is in violation of the obligation regarding good faith and diligence as prescribed
in the Company Law, and leads to severe damage to the business operation of the insurance company; or
(3)
Any other circumstance under which a warning of serious risk deems necessary to be given by the CIRC or its dispatched institution.
The insurance institution shall submit the rectification information in written form to the CIRC and its dispatched institution in
a timely manner.
Article 38
A director or senior manager shall perform a post-leaving audit in accordance with relevant provisions of the CIRC before leaving
his post.
Article 39
The CIRC and its dispatched institution shall establish and perfect the filing of the directors and senior managers of insurance
institutions and the filing shall cover the contents as follows:
(1)
The records of administrative punishments, disciplinary sanctions of the insurance sector, or others bad ones;
(2)
The records of examination of post-holding qualifications, posts alteration, etc.;
(3)
A report of post-leaving audit; and
(4)
Other contents as required by the CIRC.
Article 40
Any insurance administrative punishment to a director or senior manager shall be publicized by the CIRC.
Chapter V Punishment Provisions
Article 41
As to a director or senior manager of an insurance institution that 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 give a warning, order to dismiss and
replace him by another person, according to different circumstances, and impose him a fine of not less than RMB 20, 000 but not more
than RMB 100, 000:
(1)
Failing to submit the reports, statements, documents and materials under relevant laws;
(2)
Failing to submit relevant insurance clauses and insurance premium rates for filing;
(3)
Altering the name, articles of association, registered capital, business premises of the company or of its branch institution(s) without
approval;
(4)
Cheating the insurant, the insured or beneficiary, hindering 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
diverse illegal benefits;
(5)
Performing false settlement of claims;
(6)
Failing to submit relevant insurance clauses and insurance premium rates for examination and approval;
(7)
Failing to withdraw or use the security fund, reserve fund, insurance guarantee fund or accumulation fund;
(8)
Failing handle the reinsurance ceding business in light of relevant provisions;
(9)
Illegally using any capital of the insurance company;
(10)
Dividing or merging without approval, or establishing any branch institution or representative office without approval;
(11)
Serious circumstances of accepting over-insurances, or accepting insurances for persons without civil capacity by conditioning the
payment of insurance money on death;
(12)
Providing any false report, statement, document and material;
(13)
Refusing or interfering with any lawful inspection and surveillance;
(14)
Engaging in the insurance business by exceeding the approved business scope, or concurrently engaging in any other business that is
not included by relevant laws or administrative regulations;
(15)
Illegally setting up an insurance company or illegally engaging in the commercial insurance business activities; or
(16)
Any other act violating the Insurance Law.
Article 42
If the CIRC or its dispatched institution decides to punish a director or senior manager by dismissing and replacing him of another
person, a copy of the punishment decision shall be simultaneously sent to the insurance institution that appointed the director or
senior manager.
An insurance institution shall make a decision to dismiss and replace the director or senior manager within a time limit as required
by the CIRC and its dispatched institution, and shall, send a copy to the CIRC or its dispatched institution within 10 days after
the said decision is made.
Article 43
If a branch institution of an insurance company is in violation of the Insurance Law, the CIRC or its dispatched institution may
punish the directly liable director or senior manager in the institution of the next higher level subject to Article 41 of the present
Provisions.
Article 44
An insurance institution that refuses to execute any administrative punishment of dismissal and replacement, or interferes with the
execution of any punishment decision by any means shall be ordered by the CIRC or its dispatched institution to make a remedial action
and be imposed a fine of not less than RMB100, 000 but not more than RMB 500, 000.
Article 45
If an insurance institution applies for or obtains the post-holding qualifications by providing any false document and material,
it shall be given a warning by the CIRC or its dispatched institution and be imposed a fine of not less than RMB 100, 000 but not
more than RMB 500, 000.
Article 46
An institution that appoints any director or senior manager without approval, or appoints any senior manager who is subject to the
reporting system by violating the post-holding conditions shall be given a warning by the CIRC or its dispatched institution and
be imposed a fine of not more than RMB 100, 00.
Article 47
If an insurance institution, without any justifiable reason, fails to appoint any director or senior manager, post-holding qualifications
of which have been approved, pursuant to the present Provisions, it shall be ordered to make a remedial action by the CIRC or its
dispatched institution. If it fails to make corrections within a prescribed time period, it shall be issued a warning.
Article 48
Under any of the following circumstances, an insurance institution shall be ordered to make a correction by the CIRC or its dispatched
institution. If it fails to do so within a prescribed time period, it shall be given a warning and be imposed a fine of not less
than RMB 10, 000.
(1)
Failing to report the relevant matters timely; and
(2)
Failing to depose a temporary person in charge, the temporary term of which has exceeded 3 months.
Article 49
An institution dispatched by the CIRC shall report to the CIRC for a consent when it decides to fine a branch institution of an insurance
company RMB 200, 000 or more, or to fine a director or senior manager RMB 50, 000 or more.
Chapter VI Supplementary Provisions
Article 50
As 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 any other relevant law and administrative regulation has otherwise provided,
it shall follow these laws and administrative regulation. If no law or administrative regulation otherwise stipulates, the present
Provisions shall prevail.
Article 51
Relevant requirements in the present Provisions in respect of the senior managers of the headquarters of insurance companies shall
apply to the administration on the post-holding qualifications of the senior managers of the branch companies of foreign insurance
companies.
Article 52
Unless it is otherwise provided for in the present Provisions, the administration on the post-holding qualifications of independent
directors, regulation-compliance person in charge, chief actuary, and chief finance officer shall be stipulated by the CIRC separately.
Article 53
The term “days” as mentioned in present Provisions refers to working days, excluding the legal holidays.
Article 54
The present Provisions are subject to the interpretation of the CIRC.
Article 55
The present Provisions shall enter into force as of September 1, 2006. The Provisions for the Administration of 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 therefrom.
Attachments:
1.
Application Form for the Post-holding Qualifications of Directors and Senior Managers of An Insurance Company (Omitted)
2.
Report Form on Senior Managers of An Insurance Company (Omitted)
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