Notice of the China Banking Regulatory Commission on Issuing the Guidelines on the Corporate Governance of Commercial Banks[Effective]
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1 Notice of the China Banking Regulatory Commission on Issuing the Guidelines on the Corporate Governance of Commercial Banks[Effective] 中国银监会关于印发商业银行公司治理指引的通知 [ 现行有效 ] Issuing authority: China Banking Regulatory Commission Document Number: No. 34 [2013] of the CBRC Date issued: Level of Authority: Departmental Regulatory Documents Area of law: Banking & Finance Notice of the China Banking Regulatory Commission on Issuing the Guidelines on the Corporate Governance of Commercial Banks (No. 34 [2013] of the CBRC) All local offices of the China Banking Regulatory Commission ( CBRC ); China Development Bank; all state-owned commercial banks, joint-stock commercial banks, and financial asset management companies; Postal Savings Bank of China; and trust companies, enterprise group finance companies, and financial leasing companies directly under the supervision of the CBRC: The Guidelines on the Corporate Governance of Commercial Banks are hereby issued to you for your compliance and implementation. July 19, 2013 Guidelines on the Corporate Governance of Commercial Banks Chapter I General Provisions Article 1 To further improve the corporate governance of commercial banks, promote the robust operation and sound development of commercial banks, and protect the lawful rights and interests of depositors and other stakeholders, these Guidelines are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law ), the Banking Supervision Law of People's Republic of China, the Law of People's Republic of China on Commercial Banks, and other relevant laws and regulations. Article 2 These Guidelines shall apply to commercial banks established within the territory of People's Republic of China with the approval of the banking regulatory authorities. Article 3 For the purposes of these Guidelines, corporate governance of commercial banks means the relationships among the shareholders' meeting, the board of directors, the board of supervisors, the senior management, the shareholders, and other stakeholders, including check-and-balance governance mechanisms, such as organizational structure, boundary of responsibility, and performance requirements, and operating governance mechanisms, such as decision-making, execution, oversight, and incentives and restraints. Article 4 In corporate governance, a commercial bank shall, under the principle of independent governance bodies, effective check-and-balance, collaboration, and coordinated operation, establish rational incentive and restraint mechanisms, and conduct decision-making, execution, and oversight in an objective and highly efficient manner. Article 5 The board of directors, the board of supervisors, and the senior management of a commercial bank shall be
2 composed of persons with eligible professional backgrounds, expertise, professional ethics, and experience, as embodied in the following aspects: (1) Ensuring the legal and compliant operation of the commercial bank. (2) Ensuring the cultivation of a prudential risk culture of the commercial bank. (3) Ensuring the fulfillment of social responsibility of the commercial bank. (4) Ensuring the protection of lawful rights and interests of financial consumers of the commercial bank. Article 6 The governance bodies and their members of a commercial bank shall legally exercise rights and assume obligations to jointly maintain the overall interests of the commercial bank, without prejudice to the interests of the commercial bank or seeking their own interests at the expense of the interests of the commercial bank. Article 7 The sound corporate governance of a commercial bank shall include, but not be limited to: (1) a sound organizational structure; (2) a clear boundary of responsibility; (3) objective development strategies and value principles and a full awareness of social responsibility; (4) effective risk management and internal controls; (5) rational incentive and restraint mechanisms; and (6) an adequate and effective information disclosure system. Article 8 The bylaws of a commercial bank are the basic document regarding the corporate governance of the commercial bank, containing institutional arrangements on the composition, functions, and rules of procedure of the shareholders' meeting, the board of directors, the board of supervisors, and the senior management and setting forth other matters explicitly required by the relevant laws and regulations. A commercial bank shall formulate and, according to the requirements of its own development and relevant laws and regulations, amend bylaws. Chapter II Organizational Structure of Corporate Governance Section 1 Shareholders and Shareholders' Meeting Article 9 The shareholders of a commercial bank shall, as legally required, fulfill their duty of good faith to the commercial bank, ensuring the authenticity, integrity and validity of shareholder eligibility materials submitted by them. Principal shareholders shall disclose information on their affiliates to the board of directors in a true, accurate and complete manner, and undertake to report in a timely manner to the board of directors any changes in affiliation. For the purposes of these Guidelines, principal shareholder means a shareholder which directly, indirectly, or jointly holds or controls more than 5% of the shares or voting rights of a commercial bank or has a significant influence on the decision-making of the commercial bank. Article 10 The shareholders of a commercial bank, especially principal shareholders, shall exercise their investors' rights strictly according to laws, regulations and the bylaws of the commercial bank, and may not seek any improper benefits, interfere with the decision-making and management powers vested by the bylaws in the board of directors and the senior
3 management, directly intervene in the business management of the commercial bank beyond the board of directors and the senior management, or cause damage to the interests of the commercial bank or the lawful rights and interests of other stakeholders. Article 11 The shareholders of a commercial bank, especially principal shareholders, shall support the board of directors in developing a rational capital plan to ensure that the commercial bank's capital continuously satisfies the regulatory requirements. When the commercial bank's capital fails to satisfy the regulatory requirements, a capital addition plan shall be developed to cause its capital adequacy ratio to satisfy the regulatory requirements during a certain period of time, and its capital may be supplemented by means such as increasing its core capital. Principal shareholders may not impede additional capital contributed to the commercial bank by other shareholders or introduction of eligible new shareholders into the commercial bank. Article 12 A commercial bank shall prescribe in its bylaws that principal shareholders shall make long-term commitments on contribution of additional capital in written form as part of the capital plan of the commercial bank. Article 13 A commercial bank may not extend the same class of credit to its shareholders under more favorable terms and conditions than those for other customers. Article 14 A commercial bank shall develop management rules for affiliated transactions, and prescribe in its bylaws the following: (1) The commercial bank may not accept its own shares as the subject matter of pledge. (2) Shareholders which provide shares in the commercial bank as security for themselves or others shall strictly comply with laws, regulations and the requirements of the regulatory authorities, and send a prior notice to the board of directors of the commercial bank; and shareholders which transfer shares in the commercial bank, especially principal shareholders, shall send a prior notice to the board of directors of the commercial bank if it is a non-listed bank. (3) Where the balance of a shareholder's borrowings from the commercial bank exceeds the audited net value of the shareholder's equity in the commercial bank in the previous year, the shareholder may not provide its shares in the commercial bank as pledge. (4) Where a shareholder, especially a principal shareholder, fails to repay any due credit to the bank, the shareholder's voting right at the shareholders' meeting or the voting right of the director(s) appointed by the shareholder at the meeting of the board of directors shall be restricted. Article 15 The shareholders of a commercial bank shall nominate candidates for directors and supervisors strictly according to the procedures prescribed in laws, regulations, and the bylaws of the commercial bank. A commercial bank shall prescribe in its bylaws that: a shareholder or any affiliate thereof may not nominate candidates for director and supervisor at the same time; where a candidate for director (or supervisor) nominated by a shareholder or any affiliate thereof is approved to sit on the board of directors (or supervisors), the shareholder may not nominate any candidate for supervisor (or director ) until the term of the director (or supervisor) expires or the director (or supervisor) is replaced; and, generally, the number of candidates for director nominated by a shareholder and the affiliates thereof may not exceed 1/3 of the number of members of the board of directors, except as otherwise prescribed by the state. Article 16 The shareholders' meeting of a commercial bank shall perform its functions in accordance with the Company Law and other laws and regulations, as well as the bylaws of the commercial bank.
4 Article 17 The shareholders' meeting includes an annual general meeting and extraordinary general meetings. The board of directors shall convene an annual general meeting of shareholders during six months after the end of each accounting year. If the meeting is postponed for any special circumstances, a report shall be submitted to the banking supervisory authorities to explain the reasons for postponement. The shareholders' meeting shall adopt lawyer witnessing, and the lawyer shall issue a legal opinion regarding the legality of the meeting procedures, the eligibility of participating shareholders, and the resolutions of the meeting, among others. The board of directors shall arrange the agenda and proposals for a shareholders' meeting on a legal, impartial and rational basis to ensure adequate deliberation on every proposal at the meeting. Article 18 The rules of procedure for the shareholders' meeting, as drafted by the board of directors, shall come into force after being deliberated and adopted at the shareholders' meeting. The rules of procedure for the shareholders' meeting shall include the meeting notice, convening manners, preparation of documentation, forms of voting, proposition mechanism, meeting minutes and the signing thereof, and withdrawal of affiliated shareholders, among others. Section 2 Board of Directors Article 19 The board of directors of a commercial bank shall be responsible to the shareholders' meeting, and assume the ultimate responsibility for the operation and management of the commercial bank. In addition to performing its functions in accordance with the Company Law and other laws and regulations as well as the bylaws of the commercial bank, the board of directors shall also pay particular attention to the following: (1) Formulating the business development strategies of the commercial bank and overseeing the implementation thereof. (2) Formulating the risk tolerance, risk management, and internal control policies of the commercial bank. (3) Developing a capital plan and assuming the ultimate responsibility for capital management. (4) Regularly assessing and improving the corporate governance of the commercial bank. (5) Being responsible for the information disclosure of the commercial bank and assuming the ultimate responsibility for the authenticity, accuracy, integrity and timeliness of the accounting and financial reports of the commercial bank. (6) Overseeing and ensuring the effective performance of managerial duties by the senior management. (7) Protecting the lawful rights and interests of depositors and other stakeholders. (8) Establishing the mechanisms for identifying, examining and managing conflicts of interest between the commercial bank and its shareholders, especially principal shareholders. Article 20 A commercial bank shall rationally determine the number of members and the composition of the board of directors based on its size and business status. Article 21 The board of directors of a commercial bank shall be composed of executive directors and non-executive directors (including independent directors). Executive directors are directors who hold senior management positions in the commercial bank in addition to director. Non-executive directors are directors who hold no management positions in the commercial bank. Independent directors are directors who hold no positions other than director in the commercial bank and are not related to the commercial bank or any principal shareholder thereof in a manner that may affect their independent and objective
5 judgment. Article 22 The board of directors of a commercial bank shall, according to the actual condition of the commercial bank, set up separate or combined special committees, such as strategy committee, audit committee, risk management committee, affiliated transaction control committee, nomination committee, and compensation committee. The strategy committee is primarily responsible for formulating the business management objectives and long-term development strategies of the commercial bank and overseeing and inspecting the implementation of annual business plans and investment schemes. The audit committee is primarily responsible for inspecting the risk and compliance status, accounting policies, financial reporting procedures, and financial condition of the commercial bank; and responsible for conducting the annual auditing work of the commercial bank, advising the commercial bank on employment or replacement of an external audit institution, preparing a report on its judgment regarding the authenticity, accuracy, integrity and timeliness of information in the audited financial reports, and submitting such reports to the board of directors for deliberation. The risk management committee is primarily responsible for overseeing the senior management's control over credit risk, liquidity risk, market risk, operational risk, compliance risk, and reputational risk, regularly assessing the risk policies, risk management and risk tolerance of the commercial bank, and advising the commercial bank on improving risk management and internal controls. The affiliated transactions control committee is primarily responsible for the management, review, and approval of affiliated transactions and the control over risks associated with affiliated transactions. The nomination committee is primarily responsible for drafting the selection and appointment procedures and criteria for directors and the senior management, preliminarily examining the eligibility of directors and members of the senior management, and advising the board of directors. The compensation committee is primarily responsible for deliberating the compensation management rules and polices of the entire commercial bank, drafting compensation plans for directors and members of the senior management, advising the board of directors on compensation plans, and overseeing the implementation thereof. Article 23 Special committees shall provide professional advice to the board of directors or decide matters requiring expertise as authorized by the board of directors. Special committees shall regularly communicate with the senior management and relevant departments on the business operation and risk status of the commercial bank and provide opinions and recommendations. Article 24 The members of a special committee shall be directors with expertise and work experience suitable to the functions of the committee. Generally, the head of a special committee shall not be the head of another one. Generally, the heads of the audit committee, the affiliated transaction control committee, the nomination committee, and the compensation committee shall be independent directors. In particular, independent directors in an appropriate proportion shall sit on the audit committee and the affiliated transaction control committee. Members of the audit committee shall have expertise and work experience in finance, audit or accounting, among others. The head of the risk management committee shall have experience in judging and managing various types of risks. Article 25 The board of directors shall have one chairman, and may have vice-chairmen. The chairman and vice-chairmen shall be elected by a majority vote of all directors. The positions of the chairman of the board of directors and the president of the commercial bank shall be separated. Article 26 The regular meetings of the board of directors of a commercial bank shall be held once a quarter at a minimum. The procedure for convening a special meeting of the board of directors shall be prescribed in the bylaws of the
6 commercial bank. Article 27 The board of directors shall develop sound rules of procedure for its meetings, which, as prescribed in the bylaws, include the meeting notice, convening manners, preparation of documentation, voting forms, proposition mechanism, meeting minutes and the signing thereof, and authorization rules of the board of directors, among others, and submit them to the shareholders' meeting for deliberation and approval. The rules of procedure for the board of directors shall include the mechanism and procedure for introducing proposals, and specify the rights and obligations of governance bodies in introducing proposals. The proposers of all proposals shall be recorded in the meeting minutes. Article 28 The rules of procedure and the working procedures for the special committees of the board of directors shall be developed by the board of directors. The special committees shall develop annual work plans, and regularly hold meetings. Article 29 A meeting of the board of directors may be held only when more than half of all directors of the commercial bank are present at the meeting. Resolutions of the board of directors must be adopted upon affirmative votes of a majority of all directors of the commercial bank. A meeting of the board of directors may adopt the form of conference voting (including videoconference) and correspondence voting, and one person, one vote shall apply. If correspondence voting is adopted, information regarding the matters for voting and the related backgrounds shall be served upon all directors three days at a minimum before voting. The bylaws of a commercial bank or the rules of procedure for the board of directors shall prescribe the conditions and procedures for the board of directors to adopt correspondence voting. If correspondence voting is adopted, the board of directors shall provide reasons for it. The bylaws of a commercial bank shall prescribe that correspondence voting may not be adopted for major matters, such as profit distribution plans, major investment, major asset disposal plans, appointment or dismissal of members of the senior management, capital addition plans, major equity changes, and financial restructuring, and major matters shall be validly adopted with affirmative votes of more than two thirds of all members of the board of directors. Article 30 Before holding a meeting of the board of directors, the board of directors shall send a prior notice to the board of supervisors on assigning personnel to observe the meeting. When performing its functions, the board of directors shall fully take into account the opinions of an external audit institution. Article 31 The regulatory opinions of the banking regulatory authorities and the rectification progress of a commercial bank shall be reported at a meeting of the board of directors. Section 3 Board of Supervisors Article 32 The board of supervisors as the internal supervisory body of a commercial bank shall be responsible to the shareholders' meeting, and, in addition to performing its functions in accordance with the Company Law and other laws and regulations, as well as the bylaws of the commercial bank, pay particular attention to the following: (1) Overseeing the establishment of a robust business philosophy and value principles and the formulation of strategies suitable to the commercial bank by the board of directors. (2) Regularly assessing the objectivity, rationality and effectiveness of the development strategies formulated by the board
7 of directors and preparing assessment reports. (3) Conducting supervisory inspection on the business decision-making, risk management, and internal control, among others, of the commercial bank and urging rectifications. (4) Overseeing the selection and appointment procedures for directors. (5) Comprehensively reviewing the performance of directors, supervisors, and members of the senior management. (6) Overseeing the objectivity and rationality of the compensation rules and policies of the entire bank and compensation plans for members of the senior management. (7) Regularly communicating with the banking supervisory authorities regarding the commercial bank. Article 33 The board of supervisors of a commercial bank shall be composed of supervisors who are employee representatives, external supervisors who are elected at the shareholders' meeting, and supervisors who are shareholders. External supervisors may not be related to the commercial bank or any principal shareholder thereof in a manner that may affect their independent judgment. Article 34 The board of supervisors may, if necessary, establish a nomination committee and a supervisory committee. The nomination committee is responsible for drafting the selection and appointment procedures and criteria for supervisors, conducting a preliminary examination of the eligibility of candidates for supervisor, and submitting recommendations to the board of supervisors; overseeing the selection and appointment procedures for directors; comprehensively reviewing the performance of directors, supervisors, and members of the senior management and submitting reports to the board of directors; and overseeing the objectivity and rationality of the compensation rules and policies of the entire bank and compensation plans for members of the senior management. Generally, the head of the nomination committee shall be an external supervisor. The supervisory committee is responsible for drafting supervisory plans for the bank's financial activities and conducting related inspections; overseeing the establishment of a robust business philosophy and value principles and the formulation of development strategies suitable to the bank by the board of directors; and conducting supervisory inspections on the business decision-making, risk management, and internal control, among others, of the bank. Article 35 The chief supervisor (or chairman of the board of supervisors) as a full-time position shall have expertise and work experience in one of areas such as accounting, auditing, finance, and law at a minimum. Article 36 The board of supervisors shall develop sound rules of procedure for its meetings, which, as prescribed in the bylaws, include the meeting notice, convening manners, preparation of documentation, voting forms, proposition mechanism, and meeting minutes and the signing thereof, among others. The regular meetings of the board of supervisors shall be held once a quarter at a minimum. The procedure for convening a special meeting of the board of supervisors shall be prescribed in the bylaws of the commercial bank. Article 37 In performing its functions, the board of supervisors shall haves the power to require the board of directors and the senior management to provide necessary information on information disclosure and audit, among others. The board of supervisors may assign supervisors to observe a meeting of the senior management when deeming it necessary. Article 38 The board of supervisors may independently employ external institutions to provide professional assistance for relevant work.
8 Section 4 Senior Management Article 39 The senior management of a commercial bank shall be composed of the president, the vice president(s), and the chief financial officer of the head office of the commercial bank, and other members determined by the regulatory authorities. Article 40 The senior management of a commercial bank shall, as authorized by the board of directors, conduct business management activities according to the bylaws of the commercial bank, and ensure that the bank's business operation complies with the development strategies, risk appetite, and other policies developed and approved by the board of directors. The senior management shall be responsible to the board of directors and concurrently subject to the oversight of the board of supervisors. Business activities legally conducted by the senior management within its extent of functions shall be free from any intervention. Article 41 The senior management shall establish rules on reporting information to the board of directors and its special committees as well as the board of supervisors and its special committees, specifying the type, content, time, and manner, among others, of information reporting and ensuring that the various types of information are made available to the directors and supervisors in a timely and accurate manner. Article 42 The senior management shall establish and improve rules on various types of meetings, and develop corresponding rules of procedure. Article 43 The president of a commercial bank shall, as authorized by the board of directors, perform relevant functions according to laws, regulations and the bylaws of the bank. Chapter III Directors, Supervisors, and Members of the Senior Management Section 1 Directors Article 44 A commercial bank shall develop a standardized and open procedure for the selection and appointment of directors, which shall be implemented after being approved by the shareholders' meeting. Article 45 A commercial bank shall prescribe in its bylaws that the general procedure for nominating and electing directors is as follows: (1) Within the range of number of members of the board of directors as prescribed in the bylaws of the commercial bank, the nomination committee of the board of directors may recommend a list of candidates for director in the number of directors to be appointed; and shareholders who individually or jointly hold more than 3% of the total voting shares issued by the commercial bank may also recommend candidates for director to the board of directors. (2) The nomination committee of the board of directors shall conduct a preliminary examination of the eligibility and conditions of candidates for director, and submit a list of eligible candidates to the board of directors for deliberation; and, upon deliberation and adoption by the board of directors, submit a written proposal on candidates for director to the shareholders' meeting. (3) Each candidate for director shall, before a shareholders' meeting is convened, make a written commitment, by which the candidate agrees to be nominated, undertakes that the openly disclosed information is authentic and complete, and undertakes to fulfill his or her obligations as a director once appointed.
9 (4) Before convening a shareholders' meeting, the board of directors shall disclose detailed information on candidates for director to the shareholders according to laws, regulations and the bylaws of the commercial bank to ensure that the shareholders have sufficient knowledge of the candidates when voting. (5) At the shareholders' meeting, votes shall be cast on each candidate for director in turn. (6) In case of any ad hoc addition of directors, the nomination committee of the board of directors or the qualified shareholders shall submit recommendations to the board of directors for deliberation, and directors shall be elected or replaced at a shareholders' meeting. Article 46 The nomination and election procedures for independent directors shall be based on the following principles: (1) A commercial bank shall prescribe in its bylaws that: the nomination committee of the board of directors and shareholders who individually or jointly hold more than 1% of the total voting shares issued by the commercial bank may recommend candidates for independent director to the board of directors and shareholders that have nominated directors may not nominate independent directors. (2) The nomination committee of the board of directors shall examine the eligibility of nominated independent directors, focusing on their independence, expertise, experience, and capability. (3) The market-oriented principle shall be followed in the selection and employment of independent directors. Article 47 The directors of a commercial bank shall meet the office conditions as set forth by the banking regulatory authorities, and pass the office qualification review conducted by the banking regulatory authorities. The term of office of a director as set forth in the bylaws of the commercial bank shall not exceed three years but may be renewed by election at its expiration. However, the cumulative terms of office of an independent director in a commercial bank may not exceed six years. In case of a failure to elect in a timely manner a director to replace a director whose term of office expires or in case of a director's resignation during his or her term of office which affects the normal business operation of the bank or causes the number of members of the board of directors to be lower than the quorum, before the newly elected director assumes office, the outgoing director shall remain to perform a director's duties according to laws and regulations. Article 48 The directors of a commercial bank shall be legally entitled to be informed of the commercial bank's business status and financial condition and oversee the performance of duties by other directors and members of the senior management. Article 49 The directors of a commercial bank shall have duties of loyalty and diligence to the commercial bank. Directors shall conscientiously perform their duties according to the requirements of relevant laws and regulations as well as the bylaws of the commercial bank. Article 50 A commercial bank shall prescribe in its bylaws that the number of commercial banks where an independent director may concurrently hold positions shall not exceed two. Article 51 Directors shall invest sufficient time in performing their duties, and attend at a minimum two thirds of the meetings of the board of directors in person annually. A director who is unable to attend a meeting of the board of directors for a reason may authorize in writing another director of the same type to attend the meeting on his or her behalf. Directors shall independently, professionally and objectively express opinions at the meetings of the board of directors.
10 Article 52 Directors who are personally involved, directly or indirectly, in a commercial bank's existing or expected contracts, transactions or arrangements shall inform the affiliated transaction control committee of the board of directors of the nature and extent of such involvements, and, if necessary, withdraw themselves from the deliberation of relevant matters. Article 53 The non-executive directors of a commercial bank shall, according to laws and regulations, actively perform their duties regarding communication between the commercial bank and its shareholders, pay particular attention to the affiliated transactions between the commercial bank and its shareholders, and support the bank in formulating capital addition plans. Article 54 In performing their duties, independent directors shall independently, objectively and fairly express opinions on matters deliberated at the meetings of the board of directors, and pay particular attention to the following: (1) The legality and fairness of major affiliated transactions. (2) Profit distribution plans. (3) The appointment and dismissal of members of the senior management. (4) Matters which may cause significant losses to the commercial bank. (5) Matters which may cause damage to the lawful rights and interests of depositors, minority shareholders, and other stakeholders. (6) The appointment of external auditors, among others. Article 55 A commercial bank shall prescribe in its bylaws that an independent director shall work at the commercial bank for 15 working days at a minimum every year. A director who is the head of the audit committee, the affiliated transaction control committee, or the risk management committee shall work at the commercial bank for 25 working days at a minimum every year. Article 56 Directors shall, as required, attend training to understand their rights and obligations, be familiar with relevant laws and regulations, and gain relevant knowledge. Article 57 A commercial bank shall set the minimum working hours at the commercial bank for a director, and establish files on performance of duties by directors to record the number of attendance of the meetings of the board of directors, their independent opinions and recommendations, and those adopted, among others, as a basis for reviewing directors. Section 2 Supervisors Article 58 The supervisors of a commercial bank shall faithfully perform their supervisory duties in accordance with laws, regulations and the bylaws of the commercial bank. Article 59 The nomination and election procedures for directors and independent directors shall apply, by reference, to those for shareholder supervisors and external supervisors. Shareholder supervisors and external supervisors of a commercial bank shall be elected, removed or replaced at a shareholders' meeting. Supervisors who are employee representatives shall be democratically elected, removed or replaced by employees of the commercial bank. Article 60 The term of office of a supervisor shall be three years, and may be renewed by election at its expiration.
11 However, the cumulative terms of office of an external director in a commercial bank may not exceed six years. Article 61 Supervisors shall actively attend supervisory inspections organized by the board of supervisors, be entitled to legally and independently conduct investigation and collect evidence, and honestly raise issues and provide supervisory opinions. Article 62 A supervisor who fails to attend the meetings of the board of supervisors twice consecutively neither in person nor by authorizing another supervisor to attend such meetings on his or her behalf or fails to attend two thirds of the meetings of the board of supervisors at a minimum annually shall be deemed unable to perform his or her duties, and the board of supervisors shall advise the shareholders' meeting or the conference of employee representatives to remove such a supervisor. Shareholder supervisors and external supervisors of a commercial bank shall work at the commercial bank for 15 working days at a minimum every year. Supervisors who are employee representative shall be entitled to participate in the development of rules and regulations involving the vital interests of employees, and actively attend supervisory inspections on the implementation thereof. Article 63 Supervisors may observe the meetings of the board of directors, and inquire or advise on matters to be resolved by the board of directors, without voting rights. Supervisors observing a meeting of the board of directors shall submit a meeting report to the board of supervisors. Article 64 The compensation of supervisors shall be deliberated and determined at a shareholders' meeting, and the board of directors may not interfere with the compensation standard for supervisors. Section 3 Members of the Senior Management Article 65 Members of the senior management of a commercial bank shall pass the office qualification review conducted by the banking regulatory authorities. Article 66 Members of the senior management of a commercial bank shall, under the principle of good faith, prudentially and diligently perform their duties, may not seek any business opportunities that belong to the bank for their own or other's benefits, and may not accept any benefits related to the bank's transactions. Article 67 Members of the senior management shall, as required by the board of directors, report the bank's business performance, important contracts, financial condition, risk status, and business prospect, among others, to the board of directors in a timely, accurate and complete manner. Article 68 Members of the senior management shall be subject to the oversight of the board of supervisors, and regularly provide the board of supervisors with information on the bank's business performance, important contracts, financial condition, risk status, and business prospect, among others, and may not obstruct or impede inspections and other supervisory activities conducted by the board of directors within the extent of its functions. Article 69 Where the board of directors interferes with business management in violation of relevant provisions, members of the senior management shall be entitled to request the board of supervisors to raise objections, and report to the banking regulatory authorities. Chapter IV Development Strategies, Value Principles and Social Responsibility Article 70 A commercial bank shall take into account the lawful rights and interests of all shareholders, depositors and
12 other stakeholders, formulate well-defined development strategies and sound value principles, and ensure the effective implementation thereof in the entire bank. Article 71 The development strategies of a commercial bank shall focus on mid- and long -term development plans, strategic objectives, business philosophy, market positioning, capital management, and risk management, among others. A commercial bank shall, based on the overall development strategies, pay particular attention to the human resources strategy, information technology strategy, and other supporting strategies. Article 72 The board of directors of a commercial bank shall be responsible for formulating the bank's development strategies, and report to the shareholders' meeting. In formulating the development strategies, the board of directors shall fully take into account the macro-economic situation and market environment for the commercial bank and the risk tolerance and comparative advantages of the commercial bank, among others, to define the bank's market positioning, highlight differentiation and distinctiveness, and continue to improve the core competitiveness of the commercial bank. Article 73 In formulating the capital management strategy, the board of directors of a commercial bank shall fully take into account the bank's risks, risk development trend, risk management level, risk tolerance, capital structure, capital quality, capital addition channels, and capability of long-term capital addition, among others, and urge the specific implementation thereof by the senior management. Article 74 A commercial bank shall formulate mid- and long-term information technology strategies, establish and improve an information technology system featuring a sound organizational structure, mature technologies, safe and stable operation, diversified and flexible applications, and methodical and efficient management to ensure that the development of information technology provides effective support for the business and risk management of the commercial bank. Article 75 A commercial bank shall establish and improve a scientific mechanism for the employment, cultivation, evaluation, incentive, utilization and planning of human resources, and gradually achieve market-oriented allocation of human resources to promote the realization of sustainable development of the commercial bank. Article 76 The board of directors of a commercial bank shall regularly assess and review the development strategies of the bank to ensure that the development strategies and business operation of the bank are adapted to the changes in market environment. The board of supervisors shall oversee the formulation and implementation of the development strategies of the commercial bank. The senior management shall develop objective and rational annual business management objectives and plans under the framework of the development strategies of the bank. Article 77 A commercial bank shall establish value principles, corporate culture and business philosophy that include social responsibility to motivate all employees to better perform their duties. Article 78 The board of directors of a commercial bank shall be responsible for developing professional norms and value principles to be complied with by the board of directors and the senior management. The senior management shall be responsible for developing professional norms for the management personnel and business personnel of all departments of the entire bank, with specific accountability clauses, and establish corresponding handling mechanisms. Article 79 A commercial bank shall encourage employees to report violations of laws, regulations and professional ethics through lawful channels, and provide full protection for the lawful rights and interests of employees.
13 Article 80 A commercial bank shall fulfill its social responsibility in economy, environment, social welfare, and other areas, embody such responsibility in its development strategies, and periodically disclose social responsibility reports to the public. A commercial bank shall protect and conserve resources to promote the sustainable development of the society. Article 81 A commercial bank shall compete in the industry in a fair, safe and orderly manner, raise its level of specialized business operation, continue to improve its financial services, protect the lawful rights and interests of financial consumers, and continuously create values for its shareholders, employees, and customers and the general public. Chapter V Risk Management and Internal Control Section 1 Risk Management Article 82 The board of directors of a commercial bank shall assume the ultimate responsibility for the bank's risk management. Based on the commercial bank's risk status and scale and speed of development, the board of directors shall establish comprehensive risk management strategies, policies and procedures, identify the major risks facing the bank, set appropriate risk tolerance and risk appetite, and urge the senior management to effectively identify, measure, monitor, and control and, in a timely manner, handle the various risks facing the bank. Article 83 The board of directors and its risk management committee of a commercial bank shall regularly hear special reports on the bank's risk status from the senior management, assess the risk level, risk management status, and risk tolerance of the bank, and provide opinions on comprehensive risk management. Article 84 A commercial bank shall establish an independent risk management department, and ensure that the department has sufficient powers, resources, and channels for direct communication with the board of directors. The commercial bank shall provide sufficient support for the risk management department in the number and quality of human resources, compensation and other incentive policies, access to information technology systems, development of specialized information technology systems, and internal information channels of the bank, among others. Article 85 The risk management department of a commercial bank shall perform functions including, but not limited to, the following: (1) Monitoring, analyzing, and reporting all business lines and all risks on an ongoing and unified basis. (2) Monitoring risks on an ongoing basis, calculating risk-based capital requirement, and promptly reporting to the senior management and the board of directors. (3) Understanding the impact of the risk status and group structure of the bank's shareholders, especially principal shareholders, on the risk status of the bank and risk transmission, regularly conducting stress testing, and developing emergency response plans. (4) Assessing the risks posed to the commercial bank by business and product innovations, entry into a new market, and significant changes in market environment. Article 86 A commercial bank may have a chief risk officer independent from operations and business lines. The chief risk officer is responsible for the comprehensive risk management of the commercial bank, and may report directly to the board of directors and its risk management committee.
14 The chief risk officer shall have complete, reliable, and independent information sources and the ability to judge the overall risk status of the commercial bank, and provide improvement plans in a timely manner. The board of directors shall be responsible for the appointment and removal of the chief risk officer, and disclose it to the public in a timely manner. Article 87 A commercial bank shall identify and monitor risks on an ongoing basis on the group and individual levels, respectively, and the complexity of risk management shall be adapted to the changes in its risk status and changes in its external risk environment. A commercial bank shall reinforce consolidated management, and the board of directors and the senior management shall carefully design and implement the comprehensive risk management of the entire bank and its subsidiary companies, guide subsidiary companies in risk management, and establish necessary firewall rules inside the group. Article 88 Where a commercial bank is controlled by a group or becomes a subsidiary company, the board of directors and the senior management of the commercial bank shall, in a timely manner, notify and require the group or the parent company to take into full consideration the particularity of the commercial bank in the formation of the overall development strategies and risk policies for the entire company. Section 2 Internal Controls Article 89 The board of directors of a commercial bank shall pay continuous attention to the internal controls of the commercial bank, develop a favorable internal control culture, oversee the senior management's development of relevant policies, procedures and measures, and conduct full-course risk management. Article 90 A commercial bank shall establish and improve its internal control accountability system, and ensure that the board of directors, the board of supervisors, and the senior management are fully aware of their internal control accountabilities. The board of directors and the senior management are responsible for the effectiveness of internal control hierarchically, and shall be held accountable for major losses resulting from ineffective internal controls. The board of supervisors is responsible for overseeing the board of directors and the senior management in improving the internal control system and rules, and shall fulfill its duty of supervision over internal controls. Article 91 A commercial bank shall establish an effective horizontal information transmission mechanism among all departments as well as a vertical information transmission mechanism among the board of directors, the board of supervisors, the senior management, and other operation departments to ensure that the board of directors, the board of supervisors, and the senior management are informed in a timely manner of the bank's operation and risk status and, at the same time, ensure the effective transmission of internal control policies and information to the relevant departments and employees as well as the effective implementation thereof. Article 92 A commercial bank shall establish a relatively independent department for internal control oversight and review, which shall effectively oversee and review the development and implementation of internal control rules, and may report directly to the board of directors, the board of supervisors, and the senior management. Article 93 A commercial bank shall establish an independent and vertical internal audit management system and the corresponding internal audit reporting rules and reporting lines. A commercial bank may have a chief audit officer. The chief audit officer and the internal audit department shall regularly report audit work to the board of directors and its audit committee and the board of supervisors, submit project audit
15 reports in a timely manner, and inform the senior management thereof. The board of directors shall be responsible for the appointment and removal of the chief audit officer and the head of the audit department. Article 94 A commercial bank shall establish external audit institution rules. A commercial bank shall employ an external audit institution to conduct financial audit and regularly assess the corporate governance, internal controls and business management of the commercial bank. The commercial bank shall, in a timely manner, submit the relevant audit reports and management recommendations to the banking regulatory authorities. Article 95 The board of directors, the board of supervisors, and the senior management shall fully utilize the work results of the internal audit department, the external audit institution, and the internal control department, and take corresponding corrective measures in a timely manner. Chapter VI Incentive and Restraint Mechanisms Section 1 Performance Evaluation of Directors and Supervisors Article 96 A commercial bank shall establish and improve a performance evaluation system for directors and supervisors, specify the performance standards for directors and supervisors, and establish and improve the performance and integrity files of directors and supervisors. Article 97 The performance evaluation of directors and supervisors shall consist of multiple dimensions, such as selfevaluation of directors and supervisors, evaluation by the board of directors, evaluation by the board of supervisors, and external evaluation. Article 98 The board of supervisors shall be responsible for the overall evaluation of the performance of directors and supervisors, report the final evaluation results to the banking regulatory authorities, inform the shareholders' meeting of the same. Article 99 The board of directors and the board of supervisors shall propose compensation arrangements for directors and supervisors respectively based on their performance evaluation results, and submit such arrangements to the shareholders' meeting for deliberation and adoption. Article 100 Except the self-evaluation of performance, directors and supervisors may not participate in their respective performance evaluations and the compensation determination process. Article 101 Where any director or supervisor of a commercial bank violates any law or regulation or the bank's bylaws, causing losses to the commercial bank, in addition to being handled under laws or regulations, the director or supervisor shall be held accountable by the commercial bank as required. Article 102 Where any director or supervisor of a commercial bank fails to perform duties as required, the board of directors or the board of supervisors of the commercial bank shall provide handling opinions and take corresponding measures in a timely manner. Article 103 In evaluating the performance of directors or supervisors, a commercial bank shall fully take into account the opinions of an external audit institution. Section 2 Compensation Mechanism for Members of the Senior Management
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