Circular on Issuing the Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions
Circular on Issuing the Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions
Circular on Issuing the Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions
Cai Jin [2019] No. 6
January 23, 2019
Relevant ministries, commissions and agencies directly under the State Council, the National Council for the Social Security Fund, finance departments (bureaus) of all provinces, autonomous regions, municipalities directly under the Central Government and cities specifically designated in the state plan, Finance Bureau of Xinjiang Production and Construction Corps, and all central financial enterprises,
To implement the spirit of the Guiding Opinions of the Central Committee of the Communist Party of China and the State Council on Perfecting the Management of State-owned Financial Capitals, better perform the duties of state-owned financial capital investors, standardize the deliberation of proposals made by state-owned equity directors assigned by state-owned shareholders to financial institutions, and truly play the active role of state-owned equity directors in the corporate governance of financial institutions, this Ministry has formulated the Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions, which are hereby issued to you for compliance and implementation. Any questions arising from the performance of the Guidelines shall be reported to this Ministry in a timely manner.
Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions
Chapter I General Provisions
Article 1 These Guidelines are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Guiding Opinions of the Central Committee of the Communist Party of China and the State Council on Perfecting the Management of State-owned Financial Capitals with a view to better performing the duties of state-owned financial capital investors and standardize the deliberation of proposals made by state-owned equity directors assigned by state-owned shareholders to financial institutions.
Article 2 For the purpose of these Guidelines, "state-owned equity director" (hereinafter referred to as "equity director") refers to directors assigned by the agencies performing the duties of state-owned financial capital investors and the entrusted management agencies of state-owned financial capitals (hereinafter collectively referred to as "assigning institution") to those financial institutions in which state-owned financial capital investors hold shares, representing the state-owned equities therein.
"Financial Institution" as mentioned in the preceding paragraph includes various types of financial enterprises that are duly established and obtain the financial business operation permit, state sovereign wealth funds (investment management institutions), state-owned financial capital investment, operation and management agencies, and other enterprises or agencies engaged in financial infrastructure and other financial businesses.
Article 3 Equity directors shall have the professional qualities, professional experience, professional skills and professional integrity that are appropriate for the performance of their duties, constantly learn professional knowledge and skills necessary for the performance of their duties, be familiar with and master the relevant provisions of the state on the management of financial institutions, have a deep understanding of the business situation of the financial institutions concerned, continuously improve their ability to perform duties, and adapt to the requirements of the position of equity director.
Article 4 When deliberating on proposals, equity directors shall resolutely implement the relevant policies of the state and the decisions and arrangements of their assigning institutions, keep in line with their assigning institutions on major matters, and reflect the stance of their assigning institutions.
Chapter II Duties and Authority of Equity Directors in the Deliberation of Proposals
Article 5 Equity directors shall exercise the following duties in the deliberation of proposals according to the law:
(1) strictly abide by various laws and regulations of the State, the articles of association, rules of procedure of the board of directors and other regulations of the financial institutions concerned, and perform relevant duties including the deliberation of proposals of the board of directors faithfully and diligently according to relevant laws and regulations;
(2) fully understand the background and content of each proposal, accurately master whether the proposal conforms to the relevant laws and regulations, regulatory requirements and industrial policies of the State, thoroughly understand the level of impact on the rights and interests of state-owned investors and the risk status of the proposal, and conduct in-depth analysis of the feasibility of the proposal, as well as its comprehensive impact on the long-term and short-term operations of the financial institutions concerned;
(3) conduct in-depth research on proposals by means of survey and research, material consultation, inquiries with the management and relevant departments of the financial institutions concerned, attendance at the special committees of the board of directors, communication with other directors and so on, carefully analyze and judge proposals in accordance with the laws, regulations, regulatory policies of the state and the requirements of decisions and arrangements of the assigning institutions and in line with the principles of preventing financial risks, protecting the security of state-owned financial assets and safeguarding the legitimate rights and interests of state-owned investors and the overall interests of the financial institutions concerned, and put forward rational opinions on the deliberation of proposals;
(4) promptly report, in accordance with the requirements of these Guidelines, to their assigning institutions in writing notices on meetings of the board of directors, proposals of the board of directors concerning major issues and opinions of proposal deliberations, and strengthen contact and communication with their assigning institutions;
(5) express opinions independently, professionally and objectively at meetings of the board of directors and its special committees in accordance with the articles of association and relevant rules of procedure of the financial institutions concerned and to the extent of the voting authority concerning proposals set forth herein; and
(6) track and supervise the implementation of the resolutions of the board of directors, promptly report to their assigning institutions in writing on major issues discovered and material changes in the matters resolved by the board of directors, and urge the financial institutions concerned to earnestly effect rectifications.
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Cai Jin [2019] No. 6
January 23, 2019
Relevant ministries, commissions and agencies directly under the State Council, the National Council for the Social Security Fund, finance departments (bureaus) of all provinces, autonomous regions, municipalities directly under the Central Government and cities specifically designated in the state plan, Finance Bureau of Xinjiang Production and Construction Corps, and all central financial enterprises,
To implement the spirit of the Guiding Opinions of the Central Committee of the Communist Party of China and the State Council on Perfecting the Management of State-owned Financial Capitals, better perform the duties of state-owned financial capital investors, standardize the deliberation of proposals made by state-owned equity directors assigned by state-owned shareholders to financial institutions, and truly play the active role of state-owned equity directors in the corporate governance of financial institutions, this Ministry has formulated the Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions, which are hereby issued to you for compliance and implementation. Any questions arising from the performance of the Guidelines shall be reported to this Ministry in a timely manner.
Operating Guidelines for the Deliberation of Proposals by State-owned Equity Directors of Financial Institutions
Chapter I General Provisions
Article 1 These Guidelines are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and the Guiding Opinions of the Central Committee of the Communist Party of China and the State Council on Perfecting the Management of State-owned Financial Capitals with a view to better performing the duties of state-owned financial capital investors and standardize the deliberation of proposals made by state-owned equity directors assigned by state-owned shareholders to financial institutions.
Article 2 For the purpose of these Guidelines, "state-owned equity director" (hereinafter referred to as "equity director") refers to directors assigned by the agencies performing the duties of state-owned financial capital investors and the entrusted management agencies of state-owned financial capitals (hereinafter collectively referred to as "assigning institution") to those financial institutions in which state-owned financial capital investors hold shares, representing the state-owned equities therein.
"Financial Institution" as mentioned in the preceding paragraph includes various types of financial enterprises that are duly established and obtain the financial business operation permit, state sovereign wealth funds (investment management institutions), state-owned financial capital investment, operation and management agencies, and other enterprises or agencies engaged in financial infrastructure and other financial businesses.
Article 3 Equity directors shall have the professional qualities, professional experience, professional skills and professional integrity that are appropriate for the performance of their duties, constantly learn professional knowledge and skills necessary for the performance of their duties, be familiar with and master the relevant provisions of the state on the management of financial institutions, have a deep understanding of the business situation of the financial institutions concerned, continuously improve their ability to perform duties, and adapt to the requirements of the position of equity director.
Article 4 When deliberating on proposals, equity directors shall resolutely implement the relevant policies of the state and the decisions and arrangements of their assigning institutions, keep in line with their assigning institutions on major matters, and reflect the stance of their assigning institutions.
Chapter II Duties and Authority of Equity Directors in the Deliberation of Proposals
Article 5 Equity directors shall exercise the following duties in the deliberation of proposals according to the law:
(1) strictly abide by various laws and regulations of the State, the articles of association, rules of procedure of the board of directors and other regulations of the financial institutions concerned, and perform relevant duties including the deliberation of proposals of the board of directors faithfully and diligently according to relevant laws and regulations;
(2) fully understand the background and content of each proposal, accurately master whether the proposal conforms to the relevant laws and regulations, regulatory requirements and industrial policies of the State, thoroughly understand the level of impact on the rights and interests of state-owned investors and the risk status of the proposal, and conduct in-depth analysis of the feasibility of the proposal, as well as its comprehensive impact on the long-term and short-term operations of the financial institutions concerned;
(3) conduct in-depth research on proposals by means of survey and research, material consultation, inquiries with the management and relevant departments of the financial institutions concerned, attendance at the special committees of the board of directors, communication with other directors and so on, carefully analyze and judge proposals in accordance with the laws, regulations, regulatory policies of the state and the requirements of decisions and arrangements of the assigning institutions and in line with the principles of preventing financial risks, protecting the security of state-owned financial assets and safeguarding the legitimate rights and interests of state-owned investors and the overall interests of the financial institutions concerned, and put forward rational opinions on the deliberation of proposals;
(4) promptly report, in accordance with the requirements of these Guidelines, to their assigning institutions in writing notices on meetings of the board of directors, proposals of the board of directors concerning major issues and opinions of proposal deliberations, and strengthen contact and communication with their assigning institutions;
(5) express opinions independently, professionally and objectively at meetings of the board of directors and its special committees in accordance with the articles of association and relevant rules of procedure of the financial institutions concerned and to the extent of the voting authority concerning proposals set forth herein; and
(6) track and supervise the implementation of the resolutions of the board of directors, promptly report to their assigning institutions in writing on major issues discovered and material changes in the matters resolved by the board of directors, and urge the financial institutions concerned to earnestly effect rectifications.
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