China Insurance Regulatory Commission, Operational Guidelines for the Board of Directors of Insurance Companies

中国保险监督管理委员会保险公司董事会运作指引

October 15, 2008 | BY

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Guidelines issued to restrict boards of insurance companies in their delegation of powers.

Clp Reference: 3910/08.07.08 Promulgated: 2008-07-08 Effective: 2008-10-01

Issued: July 8 2008
Effective: October 1 2008
Interpreting Authority: China Insurance Regulatory Commission

Applicability: These Guidelines apply to insurance companies and insurance asset management companies with a board of directors, that are established in accordance with the law in China. Where there are other provisions in laws, administrative regulations or regulatory provisions on wholly state-owned insurance companies, foreign-invested insurance companies or listed insurance companies, such provisions shall prevail (Article 2).

Where the Tentative Measures for the Administration of Independent Directors of Insurance Companies contain special provisions on independent directors, such provisions shall prevail (Article 89).

Main Contents: Parts Two to Six of the Guidelines cover the appointment, dismissal, qualifications, duties and obligations of the directors of insurance companies; due diligence examination on the directors; the board of directors and professional committee; meeting system for the board of directors, the secretary to the board of directors and assisting office for the board of directors; and the corporate governance report.

Article 4 states that directors who are not employees' representatives shall be elected by the shareholders' general meeting. Directors who are employees' representatives shall be elected by employees' representative congress or employees' congress, or by any other democratic means. Each term of directors may not exceed three years, but directors may be re-elected (Article 4).

Related Legislation: PRC Insurance Law (Amended), Feb 28 2009, CLP 2009 No.3 p.35; and PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21

clp reference:3910/08.07.08promulgated:2008-07-08effective:2008-10-01

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