China Insurance Regulatory Commission, Corporate Governance of Insurance Intermediaries Guidelines (Trial Implementation)

Issued: February 28 2005
Effective: as of date of issue
Interpreting authority: China Insurance Regulatory Commission
Applicability: The Guidelines apply to insurance intermediaries established within the territory of the PRC, which include insurance agencies, insurance brokerages and insurance assessors that are engaged in insurance intermediary services. The Guidelines shall, mutatis mutandis, apply to partnership insurance intermediaries (Article 97).

Main contents: The Guidelines comprise:
Part One: General Provisions
Part Two: Shareholders and Shareholders' General Meeting
Part Three: Directors and Board of Directors
Part Four: Management
Part Five: Supervisors and Board of Supervisors
Part Six: Incentive and Restraining Mechanisms
Part Seven: Supplementary Provisions
The Guidelines state that insurance intermediaries are, in principle, not allowed to lend money to their shareholders (Article 8). Article 9 prohibits insurance intermediaries from providing finance-type guarantees to their shareholders or shareholders' affiliates, except where the shareholders provide counter-guarantees. Consent of more than two-thirds of the members of the board beforehand is also required. The Guidelines also stipulate that such significant matters of an insurance intermediary as profit distribution plans, major asset disposal plans, and appointment or dismissal of members of the management should be adopted by more than two-thirds of the directors of the board, and the voting should not be done via communication devices.
Related legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p21; PRC Insurance Law (Amended), Feb 28 2009, CLP 2009 No.3 p35; Insurance Agencies Provisions, Nov 16 2001, CLP 2002 No.1 p9; Insurance Brokerages Provisions, Nov 16 2001, CLP 2002 No.1 p9 and Insurance Assessors Provisions, Nov 16 2001, CLP 2002 No.1 p10