Measures for Office-holding Administration for Directors, Supervisors and Senior Managers of Futures Companies (Amended in 2022)
Measures for Office-holding Administration for Directors, Supervisors and Senior Managers of Futures Companies (Amended in 2022)
Measures for Office-holding Administration for Directors, Supervisors and Senior Managers of Futures Companies (Amended in 2022)
Order of the China Securities Regulatory Commission No. 202
August 12, 2022
(Deliberated and adopted at the 207th executive meeting of chairmen of the China Securities Regulatory Commission; amended for the first time according to the Decision on Revising and Abolishing Certain Securities and Futures Rules issued by the China Securities Regulatory Commission on January 15, 2021; and amended for the second time according to the Decision on Amending and Repealing Some Securities and Futures Rules issued by the China Securities Regulatory Commission on August 12, 2022)
Chapter I General Provisions
Article 1 The Measures are formulated according to the Company Law of the People's Republic of China (the "Company Law"), the Futures and Derivatives Law of the People's Republic of China, and the Administrative Regulations on Futures Trading, with a view to strengthening the office-holding administration for the directors, supervisors and senior managers of futures companies, standardizing operations of futures companies and preventing business risks.
Article 2 These Measures shall apply to the office-holding administration of the directors, supervisors and senior managers of futures companies
For the purpose of these Measures, "senior managers" refer to general manager, vice general manager, chief risk officer (hereinafter referred to as managerial personnel), person in charge of finance, and the persons who execute the aforesaid functions.
The administration of the person in charge of the branch of a futures company shall be subject to the provisions on relevant senior managers stipulated herein.
Article 3 Directors, supervisors and senior managers of a futures company shall meet the office-holding conditions stipulated by the China Securities Regulatory Commission (the "CSRC").
A futures company may not appoint unqualified persons to act as directors, supervisors or senior managers.
A futures company may not authorize personnel other than directors, supervisors and senior managers to actually perform the relevant duties, unless otherwise stipulated by the Measures.
Article 4 Directors, supervisors and senior managers of a futures company shall abide by laws, administrative regulations and the provisions of the CSRC, observe self-discipline industry code and articles of association of the company, perform their duties prudently, diligently and faithfully.
Article 5 The CSRC shall conduct supervision and administration over directors, supervisors and senior managers of futures companies according to law.
The dispatched organs of the CSRC shall conduct supervision and administration over directors, supervisors and senior managers of futures companies according to these Measures and the authorization of the CSRC.
The China Futures Association and the futures exchanges shall carry out self-rule administration on directors, supervisors and senior managers of futures companies according to law.
Chapter II Office-holding Conditions
Article 6 Directors, supervisors and senior managers of a futures company shall be honest, act in good faith, and have good conduct, shall be familiar with the laws and administrative regulations on futures, and possess the business management ability necessary for performing their duties.
Article 7 Those holding the posts of directors and supervisors other than chairman of the board of directors, chairman of the board of supervisors and independent directors shall meet the following conditions:
1. having engaged in such financial business as futures or securities or in legal or accounting operations for more than three years, or in the economic management field for more than five years; and
2. having the educational background of graduate of a junior college or above.
Article 8 Those holding the posts of independent directors of a futures company shall meet the following conditions:
1. having engaged in such financial business as futures or securities or in legal or accounting operations for more than five years, or have a relevant senior academic title for teaching or research;
2. having the educational background of graduate of a college or university or above and holding a bachelor's degree or above;
3. being familiar with laws, administrative regulations, and the CSRC's provisions on futures, and having professional capabilities in futures;
4. having the time and energy necessary to perform their duties.
Article 9 An independent director shall not have a relationship that may prevent him/her from making independent and objective judgments with the futures company where he/she takes up his/her post.
None of the following persons may act as an independent director:
1. a person who assumes a post in the futures company or in its associated party and his close relatives and major social relation members;
2. a person who assumes a post in any of the following institutions and his/her close relatives as well as his/her other relatives, friends, etc.: entities that hold or control more than 5% of the stock shares of the futures company, top five shareholder entities of the futures company, and organizations that are associated with the futures company or have interests in it;
3. a natural person shareholder who directly or indirectly holds more than 1% of the issued shares of the listed futures company or who is among the top ten shareholders of the listed futures company, and his/her close relatives;
4. a person who provides financial, legal and consulting services to the futures company and its associated party and his/her close relatives;
5. a person who met any of the preceding four conditions listed above in the past year;
6. a person assuming a post other than the post of an independent director in other futures companies; or
7. other persons as prescribed by the CSRC.
Article 10 Those holding the posts of chairman of the board of directors and chairman of the board of supervisors of a futures company shall meet the following conditions:
1. having engaged in futures business for more than three years, other financial operations for more than four years, legal or accounting practice for more than five years, or the economic management field for more than ten years;
2. having the educational background of graduate of a college or university or above or hold a bachelor's degree or above; and
3. being familiar with laws, administrative regulations, and the CSRC's provisions on futures, and having professional capabilities in futures;
Article 11 Those holding the posts of managerial personnel shall meet the following conditions:
1.
......
Order of the China Securities Regulatory Commission No. 202
August 12, 2022
(Deliberated and adopted at the 207th executive meeting of chairmen of the China Securities Regulatory Commission; amended for the first time according to the Decision on Revising and Abolishing Certain Securities and Futures Rules issued by the China Securities Regulatory Commission on January 15, 2021; and amended for the second time according to the Decision on Amending and Repealing Some Securities and Futures Rules issued by the China Securities Regulatory Commission on August 12, 2022)
Chapter I General Provisions
Article 1 The Measures are formulated according to the Company Law of the People's Republic of China (the "Company Law"), the Futures and Derivatives Law of the People's Republic of China, and the Administrative Regulations on Futures Trading, with a view to strengthening the office-holding administration for the directors, supervisors and senior managers of futures companies, standardizing operations of futures companies and preventing business risks.
Article 2 These Measures shall apply to the office-holding administration of the directors, supervisors and senior managers of futures companies
For the purpose of these Measures, "senior managers" refer to general manager, vice general manager, chief risk officer (hereinafter referred to as managerial personnel), person in charge of finance, and the persons who execute the aforesaid functions.
The administration of the person in charge of the branch of a futures company shall be subject to the provisions on relevant senior managers stipulated herein.
Article 3 Directors, supervisors and senior managers of a futures company shall meet the office-holding conditions stipulated by the China Securities Regulatory Commission (the "CSRC").
A futures company may not appoint unqualified persons to act as directors, supervisors or senior managers.
A futures company may not authorize personnel other than directors, supervisors and senior managers to actually perform the relevant duties, unless otherwise stipulated by the Measures.
Article 4 Directors, supervisors and senior managers of a futures company shall abide by laws, administrative regulations and the provisions of the CSRC, observe self-discipline industry code and articles of association of the company, perform their duties prudently, diligently and faithfully.
Article 5 The CSRC shall conduct supervision and administration over directors, supervisors and senior managers of futures companies according to law.
The dispatched organs of the CSRC shall conduct supervision and administration over directors, supervisors and senior managers of futures companies according to these Measures and the authorization of the CSRC.
The China Futures Association and the futures exchanges shall carry out self-rule administration on directors, supervisors and senior managers of futures companies according to law.
Chapter II Office-holding Conditions
Article 6 Directors, supervisors and senior managers of a futures company shall be honest, act in good faith, and have good conduct, shall be familiar with the laws and administrative regulations on futures, and possess the business management ability necessary for performing their duties.
Article 7 Those holding the posts of directors and supervisors other than chairman of the board of directors, chairman of the board of supervisors and independent directors shall meet the following conditions:
1. having engaged in such financial business as futures or securities or in legal or accounting operations for more than three years, or in the economic management field for more than five years; and
2. having the educational background of graduate of a junior college or above.
Article 8 Those holding the posts of independent directors of a futures company shall meet the following conditions:
1. having engaged in such financial business as futures or securities or in legal or accounting operations for more than five years, or have a relevant senior academic title for teaching or research;
2. having the educational background of graduate of a college or university or above and holding a bachelor's degree or above;
3. being familiar with laws, administrative regulations, and the CSRC's provisions on futures, and having professional capabilities in futures;
4. having the time and energy necessary to perform their duties.
Article 9 An independent director shall not have a relationship that may prevent him/her from making independent and objective judgments with the futures company where he/she takes up his/her post.
None of the following persons may act as an independent director:
1. a person who assumes a post in the futures company or in its associated party and his close relatives and major social relation members;
2. a person who assumes a post in any of the following institutions and his/her close relatives as well as his/her other relatives, friends, etc.: entities that hold or control more than 5% of the stock shares of the futures company, top five shareholder entities of the futures company, and organizations that are associated with the futures company or have interests in it;
3. a natural person shareholder who directly or indirectly holds more than 1% of the issued shares of the listed futures company or who is among the top ten shareholders of the listed futures company, and his/her close relatives;
4. a person who provides financial, legal and consulting services to the futures company and its associated party and his/her close relatives;
5. a person who met any of the preceding four conditions listed above in the past year;
6. a person assuming a post other than the post of an independent director in other futures companies; or
7. other persons as prescribed by the CSRC.
Article 10 Those holding the posts of chairman of the board of directors and chairman of the board of supervisors of a futures company shall meet the following conditions:
1. having engaged in futures business for more than three years, other financial operations for more than four years, legal or accounting practice for more than five years, or the economic management field for more than ten years;
2. having the educational background of graduate of a college or university or above or hold a bachelor's degree or above; and
3. being familiar with laws, administrative regulations, and the CSRC's provisions on futures, and having professional capabilities in futures;
Article 11 Those holding the posts of managerial personnel shall meet the following conditions:
1.
......