Measures for the Supervision and Regulation of the Directors, Supervisors, Executives and Practitioners of Securities and Fund Operators
Measures for the Supervision and Regulation of the Directors, Supervisors, Executives and Practitioners of Securities and Fund Operators
Measures for the Supervision and Regulation of the Directors, Supervisors, Executives and Practitioners of Securities and Fund Operators
Order of the China Securities Regulatory Commission No.195
February 18, 2022
The Measures for the Supervision and Regulation of the Directors, Supervisors, executives and practitioners of Securities and Fund Operators, which were adopted upon deliberation at the 1st executive meeting of the China Securities Regulatory Commission in 2022 on February 10, 2022, are hereby promulgated with effect as of April 1, 2022.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Appendix I: Measures for the Supervision and Regulation of the Directors, Supervisors, executives and practitioners of Securities and Fund Operators
Chapter I General Provisions
Article 1 The Measures are formulated in accordance with the Securities Law, the Securities Investment Fund Law, the Company Law, the Regulations on the Supervision and Administration of Securities Companies, and other laws and regulations in order to standardize the job management and practice of the directors, supervisors, executives, and practitioners of securities companies and publicly offered securities investment fund management companies (hereinafter collectively referred to as the "securities and fund operators"), promote the compliance and steady operation of securities and fund operators, and protect the legitimate rights and interests of investors.
Article 2 Within the territory of the People's Republic of China, the Measures shall apply to the job management and practice of the directors, supervisors, executives, and practitioners of securities and fund operators.
For the purpose of the Measures, executives refer to general managers, deputy general managers, principals of finance, compliance, risk control, and information technology, members of management committees or executive committees that perform operation and management duties and are responsible to the board of directors, personnel who actually perform the aforesaid duties of securities and fund operators, and other personnel stipulated by laws and regulations, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the articles of association.
For the purpose of the Measures, practitioners refer to personnel engaged in securities and fund business and related management work in securities and fund operators.
Article 3 Where a securities or fund operator appoints directors, supervisors, executives, and principals of its branches, it shall report the appointment to the relevant CSRC office for the record in accordance with the law.
practitioners of securities companies shall meet the conditions for engaging in securities business and be registered with the Securities Association of China (hereinafter referred to as the "SAC") in accordance with the relevant regulations; practitioners of publicly offered securities investment fund management companies (hereinafter referred to as the "fund management companies") shall meet the conditions for engaging in fund business and be registered with the Asset Management Association of China (hereinafter referred to as the "AMAC") in accordance with the relevant regulations.
A securities or fund operator may not employ any person who does not meet the job conditions to serve as a director, supervisor, executive, or branch head, nor may it employ any person who does not meet the job conditions to engage in securities or fund business and the related management. Moreover, it may not authorize any person who does not meet the job conditions or practice conditions to actually perform the relevant duties in violation of regulations.
Article 4 The directors, supervisors, executives, and practitioners of securities and fund operators shall abide by laws and regulations and the regulations of the CSRC, observe the articles of association and industry norms, act in good faith, be diligent and responsible, and practice with integrity. They may not damage national interests, public interests, or the legitimate rights and interests of investors.
Article 5 The CSRC and its local offices shall supervise and administer the directors, supervisors, executives, and practitioners of securities and fund operators in accordance with the law. The SAC and the AMAC (hereinafter referred to as the "trade associations") and other self-discipline management organizations shall conduct self-discipline management of the directors, supervisors, executives, and practitioners of securities and fund operators in accordance with the law.
Chapter II Job Management of Directors, Supervisors, and executives
Article 6 A proposed director, supervisor, or executive of a securities or fund operator shall meet the following basic requirements:
1. act with integrity, honesty, and sound morality;
2. be familiar with laws and regulations on securities or funds and CSRC regulations;
3. have at least three years' work experience in securities, funds, finance, law, accounting, information technology, or any other sectors relevant to his/her proposed post;
4. have managerial experience and operation and management capability suitable for the proposed post;
5. in the case of a proposed executive of a securities or fund operator, have held the post of department principal or above in a securities or fund operator for at least two years, or the post of department principal or above in a financial institution for at least four years, or have managerial experience in an equivalent post; and
6. other requirements prescribed by laws and regulations and CSRC regulations.
A proposed chairman or executive or any other person to be engaged in the business management of a securities or fund operator shall also meet the requirements for practitioners in securities and fund industries.
A proposed compliance principal, risk control principal, or information technology principal of a securities or fund operator shall also meet other requirements stipulated by the CSRC.
Article 7 A person shall not serve as a director, supervisor, or executive of a securities or fund operator under any of the following circumstances:
1. the circumstances prescribed in Article 146 of the Company Law, Paragraph 2 of Article 124 and Paragraphs 2 and 3 of Article 125 of the Securities Law, and Article 15 of the Securities Investment Fund Law;
2. he/she has been sentenced to criminal punishment for committing the crime of endangering state security, terrorism, embezzlement, bribery, encroachment on property, or misappropriation of property, or any crime of a criminal syndicate nature, or the crime of undermining the socialist economic order, or has been deprived of political rights for committing a crime;
3. he/she has been subjected to an administrative penalty imposed by a financial regulator or prohibited by the CSRC from accessing the securities market due to major violations of laws and regulations, and it has been less than five years since the term of enforcement expired;
4. his/her qualification for fund practice has been revoked by the CSRC or canceled by a fund association in the recent five years;
5. he/she served as the legal representative or major person in charge of the operation and management of an institution that was taken over, canceled, or declared bankrupt or whose business license was revoked, and it has been less than five years since the date of such takeover, cancelation, declaration of bankruptcy, or business license revocation, unless he/she can prove that he/she is not personally liable for such takeover, cancelation, declaration of bankruptcy, or business license revocation;
6. he/she was identified by the CSRC as an unsuitable candidate or subjected to a disciplinary sanction imposed by a trade association that determined him/her as unsuitable for engaging in the relevant business, and the term of enforcement has not expired;
7. he/she is subject to investigation by an administrative authority or a judicial authority by filing a case due to suspected illegality and crimes, and no definite conclusion or opinion has been formed for the time being; and
8. other circumstances recognized by the CSRC in accordance with the law.
Article 8 A proposed chairman or vice chairman of the board of directors, chairman of the board of supervisors, or executive of a securities or fund operator may participate in a level evaluation test organized by a trade association, the results of which may be taken as a reference to prove his/her familiarity with laws and regulations on securities or funds; if the above person does not participate in the level evaluation test organized by the trade association, he/she shall meet either of the following requirements:
1. he/she has at least ten years' domestic work experience in securities, funds, finance, law, accounting, information technology, and any other sectors relevant to his/her proposed post and has never been subjected to any administrative penalty or administrative regulatory measure imposed by a financial regulator; in the case of a proposed executive, he/she shall also have held the post of department principal or above in a securities or fund operator for at least five years, or has managerial experience in an equivalent post; and
2. other requirements prescribed by the CSRC and trade associations.
Article 9 A proposed independent director of a securities or fund operator must not hold any post other than the proposed directorship in the securities or fund operator and must not fall under any of the following circumstances:
1. he/she has held a post in the recent three years in the securities or fund operator or its related party where he/she is to hold the proposed post
2.
......
Order of the China Securities Regulatory Commission No.195
February 18, 2022
The Measures for the Supervision and Regulation of the Directors, Supervisors, executives and practitioners of Securities and Fund Operators, which were adopted upon deliberation at the 1st executive meeting of the China Securities Regulatory Commission in 2022 on February 10, 2022, are hereby promulgated with effect as of April 1, 2022.
Yi Huiman, Chairman of the China Securities Regulatory Commission
Appendix I: Measures for the Supervision and Regulation of the Directors, Supervisors, executives and practitioners of Securities and Fund Operators
Chapter I General Provisions
Article 1 The Measures are formulated in accordance with the Securities Law, the Securities Investment Fund Law, the Company Law, the Regulations on the Supervision and Administration of Securities Companies, and other laws and regulations in order to standardize the job management and practice of the directors, supervisors, executives, and practitioners of securities companies and publicly offered securities investment fund management companies (hereinafter collectively referred to as the "securities and fund operators"), promote the compliance and steady operation of securities and fund operators, and protect the legitimate rights and interests of investors.
Article 2 Within the territory of the People's Republic of China, the Measures shall apply to the job management and practice of the directors, supervisors, executives, and practitioners of securities and fund operators.
For the purpose of the Measures, executives refer to general managers, deputy general managers, principals of finance, compliance, risk control, and information technology, members of management committees or executive committees that perform operation and management duties and are responsible to the board of directors, personnel who actually perform the aforesaid duties of securities and fund operators, and other personnel stipulated by laws and regulations, the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and the articles of association.
For the purpose of the Measures, practitioners refer to personnel engaged in securities and fund business and related management work in securities and fund operators.
Article 3 Where a securities or fund operator appoints directors, supervisors, executives, and principals of its branches, it shall report the appointment to the relevant CSRC office for the record in accordance with the law.
practitioners of securities companies shall meet the conditions for engaging in securities business and be registered with the Securities Association of China (hereinafter referred to as the "SAC") in accordance with the relevant regulations; practitioners of publicly offered securities investment fund management companies (hereinafter referred to as the "fund management companies") shall meet the conditions for engaging in fund business and be registered with the Asset Management Association of China (hereinafter referred to as the "AMAC") in accordance with the relevant regulations.
A securities or fund operator may not employ any person who does not meet the job conditions to serve as a director, supervisor, executive, or branch head, nor may it employ any person who does not meet the job conditions to engage in securities or fund business and the related management. Moreover, it may not authorize any person who does not meet the job conditions or practice conditions to actually perform the relevant duties in violation of regulations.
Article 4 The directors, supervisors, executives, and practitioners of securities and fund operators shall abide by laws and regulations and the regulations of the CSRC, observe the articles of association and industry norms, act in good faith, be diligent and responsible, and practice with integrity. They may not damage national interests, public interests, or the legitimate rights and interests of investors.
Article 5 The CSRC and its local offices shall supervise and administer the directors, supervisors, executives, and practitioners of securities and fund operators in accordance with the law. The SAC and the AMAC (hereinafter referred to as the "trade associations") and other self-discipline management organizations shall conduct self-discipline management of the directors, supervisors, executives, and practitioners of securities and fund operators in accordance with the law.
Chapter II Job Management of Directors, Supervisors, and executives
Article 6 A proposed director, supervisor, or executive of a securities or fund operator shall meet the following basic requirements:
1. act with integrity, honesty, and sound morality;
2. be familiar with laws and regulations on securities or funds and CSRC regulations;
3. have at least three years' work experience in securities, funds, finance, law, accounting, information technology, or any other sectors relevant to his/her proposed post;
4. have managerial experience and operation and management capability suitable for the proposed post;
5. in the case of a proposed executive of a securities or fund operator, have held the post of department principal or above in a securities or fund operator for at least two years, or the post of department principal or above in a financial institution for at least four years, or have managerial experience in an equivalent post; and
6. other requirements prescribed by laws and regulations and CSRC regulations.
A proposed chairman or executive or any other person to be engaged in the business management of a securities or fund operator shall also meet the requirements for practitioners in securities and fund industries.
A proposed compliance principal, risk control principal, or information technology principal of a securities or fund operator shall also meet other requirements stipulated by the CSRC.
Article 7 A person shall not serve as a director, supervisor, or executive of a securities or fund operator under any of the following circumstances:
1. the circumstances prescribed in Article 146 of the Company Law, Paragraph 2 of Article 124 and Paragraphs 2 and 3 of Article 125 of the Securities Law, and Article 15 of the Securities Investment Fund Law;
2. he/she has been sentenced to criminal punishment for committing the crime of endangering state security, terrorism, embezzlement, bribery, encroachment on property, or misappropriation of property, or any crime of a criminal syndicate nature, or the crime of undermining the socialist economic order, or has been deprived of political rights for committing a crime;
3. he/she has been subjected to an administrative penalty imposed by a financial regulator or prohibited by the CSRC from accessing the securities market due to major violations of laws and regulations, and it has been less than five years since the term of enforcement expired;
4. his/her qualification for fund practice has been revoked by the CSRC or canceled by a fund association in the recent five years;
5. he/she served as the legal representative or major person in charge of the operation and management of an institution that was taken over, canceled, or declared bankrupt or whose business license was revoked, and it has been less than five years since the date of such takeover, cancelation, declaration of bankruptcy, or business license revocation, unless he/she can prove that he/she is not personally liable for such takeover, cancelation, declaration of bankruptcy, or business license revocation;
6. he/she was identified by the CSRC as an unsuitable candidate or subjected to a disciplinary sanction imposed by a trade association that determined him/her as unsuitable for engaging in the relevant business, and the term of enforcement has not expired;
7. he/she is subject to investigation by an administrative authority or a judicial authority by filing a case due to suspected illegality and crimes, and no definite conclusion or opinion has been formed for the time being; and
8. other circumstances recognized by the CSRC in accordance with the law.
Article 8 A proposed chairman or vice chairman of the board of directors, chairman of the board of supervisors, or executive of a securities or fund operator may participate in a level evaluation test organized by a trade association, the results of which may be taken as a reference to prove his/her familiarity with laws and regulations on securities or funds; if the above person does not participate in the level evaluation test organized by the trade association, he/she shall meet either of the following requirements:
1. he/she has at least ten years' domestic work experience in securities, funds, finance, law, accounting, information technology, and any other sectors relevant to his/her proposed post and has never been subjected to any administrative penalty or administrative regulatory measure imposed by a financial regulator; in the case of a proposed executive, he/she shall also have held the post of department principal or above in a securities or fund operator for at least five years, or has managerial experience in an equivalent post; and
2. other requirements prescribed by the CSRC and trade associations.
Article 9 A proposed independent director of a securities or fund operator must not hold any post other than the proposed directorship in the securities or fund operator and must not fall under any of the following circumstances:
1. he/she has held a post in the recent three years in the securities or fund operator or its related party where he/she is to hold the proposed post
2.
......