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Notice of China Insurance Regulatory Commission on Issuing the Guidelines on the Operation of the Board of Directors of Insurance Companies
(No. 58 [2008] of China Insurance Regulatory Commission)
All insurance companies and insurance asset management companies,
For purposes of regulating the operation of the board of directors, improving the decision-making quality of the board of directors and promoting the improvement of the corporate governance of insurance companies, this Commission formulated the Guidelines on the Operation of the Board of Directors of Insurance Companies. They are hereby printed and distributed to you, please seriously implement them by taking into account your own actual situation.
China Insurance Regulatory Commission
July 8, 2008
Guidelines on the Operation of the Board of Directors of Insurance Companies
| | 中国保险监督管理委员会关于印发《保险公司董事会运作指引》的通知
（保监发〔2008〕58号）
各保险公司、保险资产管理公司：
为规范董事会运作，提高董事会决策质量，促进保险公司完善治理结构，我会制定了《保险公司董事会运作指引》。现印发给你们，请各公司结合自身实际，认真贯彻落实。
中国保险监督管理委员会
二○○八年七月八日
保险公司董事会运作指引
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Chapter I General Provisions
| | 第一章 总则
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Article 1 For purposes of regulating the operation of the board of directors, promoting the decision-making level of the board of directors, improving the corporate governance of insurance companies, these Guidelines are formulated in accordance with the Insurance Law of the People's Republic of China, the Company Law of the People's Republic of China and other relevant laws, administrative regulations, departmental rules and regulatory documents.
| | 第一条 为了规范董事会运作，提高董事会决策水平，完善保险公司治理结构，根据《中华人民共和国保险法》、《中华人民共和国公司法》等相关法律、行政法规、部门规章及规范性文件，制定本指引。
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Article 2 These Guidelines shall apply to the insurance companies and insurance asset management companies lawfully established within the territory of China, in which there is a board of directors. If any law, administrative regulation or regulatory provision provides otherwise for wholly state-owned insurance companies, foreign-funded companies and listed insurance companies, the said law, administrative regulation or regulatory provision shall prevail.
| | 第二条 本指引适用于在中国境内依法设立，设有董事会的保险公司和保险资产管理公司。法律、行政法规及监管规定对国有独资保险公司、外资保险公司、上市保险公司另有规定的，适用其规定。
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Article 3 The board of directors of an insurance company is the decision-making body of the company. The principle of compliance, collective decision-making, professionalism and high efficiency shall be observed in the operation of the board of directors.
| | 第三条 保险公司董事会是公司的决策机构，董事会运作应当遵循依法合规、集体决策、专业高效的原则。
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Chapter II Directors
| | 第二章 董事
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Section 1. Appointment and Dismissal of Directors
| | 第一节 董事的任免
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Article 4 The non-employee directors shall be elected by the general assembly of shareholders. The employees' representative directors shall be elected by the general assembly of employees' representatives or by the general assembly of employees or by other democratic means.
Each term of office of directors shall not exceed three years. The directors may be reappointed upon reelection.
The term of office of directors shall be computed from the date of formal appointment to the expiration of the term of office of the board of directors. In the case of failure to timely reelect directors at the expiration of the term of office of directors, the incumbent directors shall continue performing their duties until the new board of directors assumes office.
| | 第四条 非职工代表董事由股东大会选举产生，职工代表董事由职工代表大会、职工大会或其他民主形式选举产生。
董事每届任期不得超过3年，可以连选连任。
董事任期从正式任命之日起计算，至该届董事会任期届满时止。董事任期届满未及时改选的，原董事仍应当继续履行董事职务，直至新一届董事会就任。
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Article 5 An insurance company shall, in the articles of association, set forth how to nominate and elect directors, expressly describing the nominators' qualifications, nomination and examination procedures, election measures, etc.
An insurance company is encouraged to elect directors through the accumulative voting system.
| | 第五条 保险公司应当在公司章程中规定董事的提名及选举制度，明确提名主体资格、提名及审核程序、选举办法等内容。
鼓励保险公司采取累积投票制选举董事。
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Article 6 The secretary of the board of directors shall, no later than three months prior to the expiration of the term of office of the board of directors, give a written notice to all directors, and the chairman of the board of directors shall initiate the procedures for changing the board of directors. The secretary of the board of directors shall send a notice to the shareholders or other nominators with the nominating power. The said notice shall cover the name of the members of the incumbent board of directors, the start and end time of the term of office of the board of directors, the nomination rules and the deadline, etc.
| | 第六条 董事会任期届满前3个月，董事会秘书应当以书面形式通知各位董事，董事长应当启动董事会换届程序。董事会秘书应当向有董事提名权的股东或其他提名人发出通知，通知内容包括现有董事会人员名单、本届董事会任期起止时间、提名规则与截止时间等。
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Article 7 The shareholders or other nominators with the nominating power shall, prior to the deadline, submit to the secretary of the board of directors a name list of the nominated director candidates and the personal references thereof in writing.
| | 第七条 有董事提名权的股东或其他提名人应当在截止时间前将其提名的董事候选人名单及其个人资料以书面形式提交董事会秘书。
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Article 8 The nominations and remunerations committee of the board of directors shall, in accordance with the provisions of laws, administrative regulations, regulatory provisions and articles of association on the requirements for the appointment of directors, examine the candidates and submit to the board of directors its examination opinions and a name list of qualified candidates.
| | 第八条 董事会提名薪酬委员会根据法律、行政法规、监管规定和公司章程对董事任职条件的规定，对董事候选人进行审查，并向董事会提交审查意见及合格董事候选人名单。
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Article 9 The board of directors shall, in light of the name list of qualified candidates submitted by the nominations and remunerations committee, propose the holding of a general assembly of shareholders so as to elect directors.
Besides the accumulative voting system, the general assembly of shareholders shall, during the election of directors, deliberate and vote on the candidates one by one.
| | 第九条 董事会根据提名薪酬委员会提交的合格董事候选人名单，提请召开股东大会选举董事。
除采取累积投票制外，股东大会选举董事，应当对每一董事候选人逐一进行审议和表决。
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Article 10 The measures for the candidate directors of an insurance company during the preparatory phase shall be decided by the capital contributors and preparatory establishment institution upon negotiation. The directors shall be elected by the initial meeting of the company.
| | 第十条 筹建阶段的保险公司董事候选人的产生办法由出资人与筹建机构协商确定。董事由公司创立大会选举产生。
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Article 11 Where it is impossible to elect a new board of directors on time at the expiration of the term of the current board of directors as a result of unqualified shareholders, disputes over stock trading or any force majeure, the secretary of the board of directors of the insurance company shall timely submit a report to the CIRC.
The report shall state the term of office and members of the current board of directors, causes for the impossibility to elect a new board of directors, plan on the election of a new board of directors, and other matters necessary to be described.
| | 第十一条 由于股东资质不符合要求、股权交易纠纷或不可抗力等原因，可能导致董事会任期届满无法按时改选的，保险公司董事会秘书应当及时向中国保监会报告。
报告内容包括本届董事会任期、董事会人员、无法按时换届改选的原因、换届改选计划及其他需要说明的事项。
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Article 12 When dismissing a director, the shareholder or institution which proposes the dismissal shall send a written notice to the board of directors. After the nominations and remunerations committee issues its independent prudent opinions on the dismissal of such director, the said notice shall be submitted to the general assembly of shareholders for deliberation.
The dismissed director may make a statement and make an argument to the board of directors and at the general assembly of shareholders and has the obligation to warn other directors and shareholders of the risks that may exist in the company.
| | 第十二条 免除董事职务时，提出免职意见的股东或机构应当书面通知董事会，经提名薪酬委员会就免职事项出具独立审慎的意见后，提交股东大会审议。
被免职的董事可以向董事会和股东大会进行陈述和申辩，并有义务向其他董事和股东提示公司可能存在的风险。
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Article 13 Where a director requests for resignation prior to the expiration of his term of office, he shall submit a written resignation report to the board of directors and has the obligation to state in the said report the matters to which other directors and shareholders should pay attention.
The secretary of the board of directors shall timely notify other directors and shareholders of the company about the director who has resigned from the board of directors.
| | 第十三条 董事在任期届满前提出辞职的，应当向董事会提交书面辞职报告，并有义务在辞职报告中对其他董事和股东应当注意的情况进行说明。
董事会秘书应当及时将董事辞职的情况通知其他董事和公司股东。
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Article 14 If the number of members of the board of directors will become lower than minimum number as prescribed by the Company Law or 2/3 of the number as required by the articles of association as a result of the resignation of a director, the director who requests for resignation shall continue performing his duties before a new one assumes his position.
Except for the circumstance as described in the preceding paragraph, the resignation of a director shall take effect when the resignation report is served on the board of directors.
| | 第十四条 因董事辞职导致董事会人数低于《公司法》规定的最低人数或公司章程所定人数的三分之二时，在新的董事就任前，提出辞职的董事应当继续履行职责。
除前款所列情形外，董事辞职自辞职报告送达董事会时生效。
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Article 15 If the number of members of the board of directors becomes lower than the minimum number as prescribed by the Company Law or the minimum number required for the board of directors to take a vote as a result of the dismissal of a director by the general assembly of shareholders, the death of a director or other circumstances in which a director is unable to perform his duties, the company may stipulate in its articles of association that the functions of the board of directors will be exercised by the general assembly of shareholders until the number of members of the board of directors meets the relevant requirement.
| | 第十五条 因董事被股东大会免职、死亡或者存在其他不能履行董事职责的情况，导致董事会人数低于《公司法》规定的最低人数或董事会表决所需最低人数时，公司可以通过章程约定董事会职权由股东大会行使，直至董事会人数符合要求。
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Article 16 If the number of members of the board of directors will become lower than minimum number as prescribed by the Company Law or 2/3 of the number as required by the articles of association, the company shall initiate the procedures for reelecting directors within five working days and hold a general assembly of shareholders to elect directors within two months.
| | 第十六条 当董事会人数低于《公司法》规定的最低人数或公司章程所定人数的三分之二时，公司应当在5个工作日内启动董事补选程序，在2个月内召开股东大会选举董事。
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Article 17 The term of office of the newly elected directors shall end until the expiration of the term of the board of directors.
| | 第十七条 补选产生的董事的任期至该届董事会任期届满时止。
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Article 18 The chairman and deputy chairman of a board of directors shall be elected and dismissed by more than half of all the members of the board of the company.
| | 第十八条 董事长和副董事长由公司全体董事的过半数选举产生和罢免。
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Section 2 Qualifications for Appointment of Directors
| | 第二节 董事的任职资格
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Article 19 A director of an insurance company shall, prior to the appointment, acquire the CIRC's approval of qualifications for appointment. The reappointment of a director upon reelection does not require re-application for approval of qualifications for appointment.
| | 第十九条 保险公司董事在任职前，应当取得中国保监会的任职资格核准。连选连任的董事不需要再次申报任职资格核准。
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Article 20 Where an insurance company applies for approval of qualifications for appointment of a director, it shall follow the following procedures:
| | 第二十条 保险公司申报董事任职资格核准，按以下程序办理：
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1. The general assembly of shareholders of the company accepts the candidate director by vote;
| | （一）公司股东大会对拟任董事表决通过；
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2. The company applies for approval of the qualifications for appointment of the director; and
| | （二）公司按照中国保监会规定的程序申报拟任董事的任职资格核准；
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3. The company makes a formal appointment after it obtains approval of the qualifications for appointment.
A formally appointed director without approval shall not perform the director's duties. Where a director without the qualifications for appointment participates in a vote, his vote has no legal effect.
| | （三）公司取得任职资格核准批复后进行正式任命。
董事未经任职资格核准即正式任命的，不得履行职务。未取得任职资格的董事参与表决的，其表决不发生法律效力。
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Article 21 After an independent director obtains approval of qualifications for appointment, a statement on his independence shall be made through the media designated by the CIRC under relevant regulatory provisions.
An insurance company shall, within 10 working days after the aforesaid statement is published, submit a written report to the CIRC for archival purposes and accompany it with a photocopy of the statement.
| | 第二十一条 独立董事取得任职资格核准后，应当按照监管规定在中国保监会指定的媒体上就其独立性发表声明。
保险公司应当在声明发表后10个工作日内以书面形式向中国保监会备案，并附上公开声明的复印件。
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Article 22 The nominations and remunerations committee of the board of directors shall pay attention to whether the directors incessantly meet the appointment qualifications. Where a director loses the qualifications for appointment during his term of office, the nominations and remunerations committee shall propose the board of directors for his dismissal, and the board of directors shall submit the matter to the general assembly of shareholders for deliberation.
| | 第二十二条 董事会提名薪酬委员会应当关注董事是否持续具备任职资格。董事在任职期间出现丧失任职资格情形的，提名薪酬委员会应当向董事会提出免职建议，由董事会提交股东大会审议。
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Section 3 Duties and Obligations of Directors
| | 第三节 董事的职责和义务
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Article 23 A director shall, according to the articles of association, make decisions within the scope of power of the board of directors through board meetings and by other lawful means, supervise the senior managers and earnestly protect the legitimate rights and interests of the insurance company, shareholders, insurants and other interested parties.
A director shall bear personal liabilities for resolutions made by the board of directors.
| | 第二十三条 董事根据公司章程，通过董事会会议和其他合法方式对董事会职权范围内的事项进行决策，对高级管理人员进行监督，切实维护保险公司、股东、被保险人和其他利益相关者的合法权益。
董事个人对董事会决议承担责任。
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Article 24 A director has the right to know the company's affairs. The insurance company shall guarantee the directors' right to knowledge.
| | 第二十四条 董事对公司事务有知情权。保险公司应当保障董事对公司事务的知情权。
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Article 25 A company shall establish an information reporting system for directors, which shall regulate the contents, frequency, form, liable subjects, confidentiality, etc., so as to ensure that the directors have full knowledge of the business management of the company.
The directors may investigate into and do research on the company so as to timely know the financial status, internal control, compliance, risk management and other business information of the company.
| | 第二十五条 公司应当建立向董事的信息报送制度，规范信息报送的内容、频率、方式、责任主体、保密制度等，使董事能够充分了解公司的经营管理情况。
董事可以对公司进行调研，及时了解公司的财务、内控、合规、风险管理及其他经营情况。
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Article 26 The chairman and the deputy chairman of the board of directors, and members of the professional committees of the board of directors shall, besides performing the duties of directors, fulfill other duties as required by any law, administrative regulation, regulatory provisions and articles of association for their posts.
| | 第二十六条 董事长、副董事长、董事会专业委员会委员除履行董事职责外，还应当根据法律、行政法规、监管规定及公司章程的规定履行其职务所要求的其他职责。
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Article 27 When a director exercises his power, the relevant personnel of the insurance company shall be cooperative. No one may reject or hinder his exercise of power, or conceal relevant information, or improperly interfere with his exercise of power.
Where a director encounters barriers when he normally exercises his power, he shall report it to the CIRC.
| | 第二十七条 董事行使职权时，保险公司有关人员应当积极配合，不得拒绝、阻碍或者隐瞒，不得进行不当干预。
董事正常行使职权遇到障碍，应当向中国保监会报告。
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Article 28 A director has the obligation of fidelity to the insurance company.
A director shall strictly follow the provisions of Articles 21, 148 and 149 and other relevant articles of the Company Law on the director's obligation of fidelity, and shall not seek any improper benefit by taking the advantage of the power relating to his position in the company.
| | 第二十八条 董事对保险公司负有忠实义务。
董事应当严格遵循《公司法》第二十一条、第一百四十八条、第一百四十九条及其他相关条文对董事忠实义务的规定，不得利用其在公司的职权谋取不正当利益。
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Article 29 A director has the obligation of due diligence to the insurance company.
A director shall strictly guarantee adequate time and energy to perform his duties prudently and diligently.
A director shall always pay attention to the business management of the company and shall attend the meetings of the board of directors on time.
| | 第二十九条 董事对保险公司负有勤勉义务。
董事应当保证有足够的时间和精力谨慎、勤勉地履行职责。
董事应当持续关注公司经营管理状况，按时参加董事会会议。
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Article 30 Where a director fails to attend two consecutive meetings of the board of directors in person, if he does not authorize any other director to attend the meetings on his behalf, he shall be deemed to be unable to perform his duties, and the board of directors, board of supervisors or shareholders may propose the general assembly of shareholders that he be replaced by a new one.
Where a director fails to attend two meetings of the board of directors within one year, the company shall issue to him a written reminder.
Where an independent director is given two reminders within a term of office, he shall not be reappointed as an independent director. Where an independent director is under the aforesaid circumstance within his second term of office, he shall not be hired to assume the post of independent director of any other insurance company.
| | 第三十条 董事连续2次未亲自出席，也不委托其他董事出席董事会会议的，视为不能履行职责，董事会、监事会或者股东应当提请股东大会予以撤换。
董事一年内2次未亲自出席董事会会议的，公司应当向其发出书面提示。
独立董事在一届任期之内2次被提示的，不得连任。独立董事在第二届任期内存在前述情形的，不得受聘担任其他保险公司独立董事。
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Article 31 A director shall actively attend the trainings organized by the company and regulatory bodies so as to incessantly have the professional knowledge and capacity necessary to perform his duties.
| | 第三十一条 董事应当积极参加公司和监管机构等组织的培训，持续具备履行职责所需的专业知识和能力。
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Section 4 Due Diligence Evaluation of Directors
| | 第四节 董事尽职考核
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Article 32 An insurance company shall establish a system of due diligence evaluation of directors, regulating the subjects, the manner, contents, criterions and procedures for the due diligence evaluation of directors.
．．．．．． | | 第三十二条 保险公司应当建立董事尽职考核评价制度，规范董事尽职考核评价的主体、方式、内容、标准和程序。
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