China Banking and Insurance Regulatory Commission, Measures for the Administration of the Independent Directors of Insurance Institutions
中国银行保险监督管理委员会保险机构独立董事管理办法
September 20, 2018 | BY
Susan MokInsurance companies are required to include independent directors.
Issued: June 30 2018
Effective: as of date of issuance
Applicability: For the purposes of these Measures, the term “independent director” means a director who does not assume any position with the insurance institution that he/she is serving other than as director and he/she does not have any relationship with the insurance institution's shareholders or de facto controller that could affect his/her independent and objective judgment on the company's affairs (Article 2).
Where laws or regulations provide otherwise on independent directors of listed insurance institutions, such provisions shall prevail (Article 54).
Main contents: The board of directors of an insurance institution shall have at least three independent directors and they shall account for not less than one-third of the total number of members of the board.
If an insurance institution has a controlling shareholder whose capital contribution or shareholding accounts for at least 50% of its registered capital or total share capital, its independent directors must account for at least one-half of the members of the board of directors (Article 5).
A shareholder that holds at least one-third of the capital contributions or shares of an insurance institution, such shareholder's affiliated shareholders and persons acting in concert may not nominate independent directors.
An insurance group (holding) company or insurance company that serves as a shareholder of an insurance company that holds at least one-third of its capital contributions or shares shall not be subject to the preceding paragraph (Article 15).
Independent directors shall be elected by the shareholders' (general) meeting.
If the shareholding percentage of a single shareholder (together with its affiliated shareholders and persons acting in concert) of an insurance institution exceeds 50%, the shareholders' (general) meeting, when electing independent directors, shall apply the cumulative voting system (Article 18).
If an independent director abstains or casts a negative vote on a matter such as a material affiliated transaction, the nomination, appointment or dismissal of a director, the engagement or dismissal of a senior officer, the remuneration of directors or senior management personnel or a profit distribution plan, or deems there to be an obstacle to his/her expressing his/her opinion thereon, he/she shall submit a written opinion to the insurance institution and a report to the China Banking and Insurance Regulatory Commission (Article 27).
Repealed legislation: Tentative Measures for the Administration of Independent Directors of Insurance Companies, April 6 2007
clp reference: 3910/18.06.30 issued: 2018-06-30 effective: 2018-06-30This premium content is reserved for
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