Provisions on the administration of insurance companies

Chapter I General Provisions Article 1 In order to standardize the governance structure of insurance companies and strengthen compliance management of insurance companies, these Measures are formulated in accordance with the Company Law of People's Republic of China (PRC), the Insurance Law of People's Republic of China (PRC), the Provisions on the Administration of Insurance Companies and other laws, regulations and rules. Article 2 Relevant definitions of compliance The term "compliance" as mentioned in these Measures means that the insurance operation and management behaviors of insurance companies and their insurance employees should comply with laws and regulations, regulatory provisions, industry self-discipline standards, internal management systems of companies and ethical norms of honesty and trustworthiness. The term "compliance risk" as mentioned in these Measures refers to the risk of legal liability, administrative punishment, financial loss or reputation loss caused by non-compliant insurance management behavior of insurance companies and their insurance practitioners. Article 3 Compliance management Compliance management refers to the behavior of an insurance company to prevent, identify, evaluate, report and respond to compliance risks by establishing a compliance governance mechanism, formulating and implementing compliance policies, and carrying out compliance auditing, compliance inspection, compliance risk monitoring, compliance evaluation and compliance training. Compliance management is an important part of comprehensive risk management of insurance companies, and it is also a basic work to implement effective internal control. An insurance company shall, in accordance with the provisions of these Measures, establish and improve the compliance management system, improve the organizational structure of compliance management, clarify the responsibility of compliance management, build a compliance management system, promote the construction of compliance culture, effectively identify and actively prevent and resolve compliance risks, and ensure the company's stable operation. Article 4 A compliance culture insurance company shall advocate and cultivate a good compliance culture, strive to cultivate the compliance awareness of all insurance employees of the company, and take the construction of compliance culture as an important content of corporate culture construction. The board of directors and senior managers of an insurance company should advocate the ethical standards and values of honesty and trustworthiness in the company, promote the compliance concepts such as active compliance and compliance creating value, and promote the effective interaction between internal compliance management and external supervision of insurance companies. Article 5 Group Compliance Management The insurance group company shall establish the overall compliance management system of the group, strengthen the planning, leadership and supervision of the overall compliance management of the group, and improve the overall compliance management level of the group. Each member company shall implement the overall compliance management requirements of the Group and be mainly responsible for its own compliance management. Article 6 External Supervision of Compliance The China Insurance Regulatory Commission and its dispatched offices shall supervise, inspect and evaluate the compliance management of insurance companies according to law. Chapter II Compliance Duties of the Board of Directors, the Board of Supervisors and the General Manager Article 7 Compliance Duties of the Board of Directors The board of directors of an insurance company bears the ultimate responsibility for the company's compliance management and performs the following compliance duties: (1) Reviewing and approving compliance policies, supervising the implementation of compliance policies, and making an annual assessment of the implementation; (2) Examining and approving the company's annual compliance report and submitting it to the China Insurance Regulatory Commission, and taking measures to solve the problems reflected in the annual compliance report; (3) To decide on the appointment, dismissal and remuneration of the person in charge of compliance; (4) Deciding on the establishment and functions of the company's compliance management department; (5) Ensure that the compliance officer communicates with the board of directors and the professional committees of the board of directors independently; (6) Other compliance duties as stipulated in the articles of association. Article 8 The board of directors authorizes professional committees to perform compliance duties. The board of directors of an insurance company may authorize a professional committee to perform the following compliance duties: (1) Reviewing the annual compliance report of the company; (2) To listen to the reports of the person in charge of compliance and the compliance management department on compliance matters; (3) Supervise the company's compliance management, understand the implementation of compliance policies and existing problems, and put forward opinions and suggestions to the board of directors; (4) Other compliance duties stipulated in the articles of association or determined by the board of directors. Article 9 Compliance Duties of the Board of Supervisors The supervisor or the board of supervisors of an insurance company shall perform the following compliance duties: (1) Supervise directors and senior managers to perform compliance duties; (2) Supervising whether the decision-making and decision-making procedures of the board of directors are in compliance; (3) Proposing the removal of directors and senior managers who cause significant compliance risks. (4) Proposing to the board of directors to replace the person in charge of compliance of the company with justifiable reasons; (5) Investigating the abnormal situation that causes compliance risk in the company's operation according to law, and requesting the assistance of relevant senior management personnel and departments of the company; (6) Other compliance duties as stipulated in the articles of association. Article 10 Compliance Duties of the General Manager The general manager of an insurance company shall perform the following compliance duties: (1) According to the decision of the board of directors, establish and improve the organizational structure of the company's compliance management and set up a compliance management department to provide sufficient conditions for the compliance supervisor and the compliance management department to perform their duties; (2) Review the company's compliance policies and implement them after deliberation by the board of directors; (3) Organize the identification and assessment of the company's compliance risks at least once a year, and review the company's annual compliance management plan; (4) Review and submit the annual compliance report of the company to the board of directors or its authorized professional committee; (5) If the company is found to have non-compliant business management behaviors, it shall promptly stop and take corresponding remedial measures, investigate the corresponding responsibilities of those responsible for violations, and report according to regulations; (6) Other compliance duties as stipulated in the articles of association and determined by the board of directors. The general managers of branches and central branches of an insurance company shall perform the compliance duties specified in Items (3) and (5) of the preceding paragraph, as well as other compliance duties determined by the insurance company. Management Development of Insurance Companies In order to further strengthen the compliance management of insurance companies, the China Insurance Regulatory Commission issued the Measures for the Compliance Management of Insurance Companies (hereinafter referred to as the Measures). The Measures shall come into force on July 1 2065438, and the Guidelines for Compliance Management of Insurance Companies (No.9 1 2008) which came into force on July12008 shall be abolished at the same time. According to the development of the insurance market in recent years and the changes of relevant insurance regulatory rules, the Measures revised the Guidelines for Compliance Management of Insurance Companies. The main revision involves the following four aspects: First, the compliance management framework of "three lines of defense" is clarified. Business departments and branches, compliance management departments and compliance posts, and internal audit departments are required to form "three lines of defense" for compliance management and perform their respective compliance management responsibilities. The second is to improve the requirements for the company's compliance department and compliance personnel. It is stipulated that provincial branches of insurance companies should set up compliance management departments, and explicitly require full-time and part-time compliance personnel of insurance companies. The third is to improve the performance guarantee of compliance management. Improve the responsibilities of the compliance management department of insurance companies, establish a compliance audit mechanism, strengthen the construction of compliance information systems, and enhance the independence of compliance work. The fourth is to strengthen compliance external supervision. Clarify the principles of compliance supervision, improve the regulatory requirements, set corresponding regulatory measures for violations of compliance supervision, and strengthen the supervision of the Insurance Regulatory Bureau on the compliance work of insurance institutions within its jurisdiction. The promulgation and implementation of the Measures is conducive to further improving the insurance supervision system, strengthening and improving the compliance management of insurance companies, improving the level of compliance management of the insurance industry according to law, and ensuring the sustained and standardized development of the insurance industry. Main types of insurance companies: Joint-stock insurance companies are similar to joint-stock companies in other industries, and are established by sponsors according to the company law, thus clearly stipulating the number of sponsors, the company's debt limit, the types of shares to be issued, taxation, business scope, company power, application procedures, company license, etc. Company organizations in western developed countries are composed of three power groups, namely shareholders, board of directors and senior managers. Mutual insurance company Mutual insurance company is also a form of company organization, but it is a non-profit company with no shareholders, and the company is owned by the insured. Therefore, the insured has a dual identity, both as the owner and the customer of the company. Shareholders of joint-stock insurance companies are not necessarily customers of the company. As the owner, the insured of the mutual company can participate in the election of the board of directors, and the board of directors appoints the senior management personnel of the company to specialize in the business operation and management of the company. The insured can share the operating results in the form of "dividends". Exclusive insurance companies are insurance companies established by industrial and commercial enterprises themselves to provide risk insurance or reinsurance for their own enterprises, affiliated enterprises and other affiliated enterprises. The establishment of insurance companies needs certain rules and regulations to maintain the development order, because the income of insurance companies is the insurance funds invested by people, and it is also an economic issue that people care about, so good system management of insurance companies is a reliable guarantee for people. 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