Measures for the Administration of Post-holding Qualification of Directors, Supervisors and Senior Managers of Futures Companies
（Revised draft）
Chapter 1: General Provisions
Article 1: For the purpose of strengthening the post-holding qualification management of the director, supervisor and senior manager in the futures company, regulating the operation of futures company and preventing the business risks, the Measures are hereby formulated according to the Company Law of the People’s Republic of China and the Measures for the Administration of Futures Transactions.
Article 2: The Measures apply to the post-holding qualification management of the director, supervisor and senior manager in the futures company.
The senior manager as referred to in the Measures include the general manager, deputy general manager, chief risk officer (hereinafter referred to as the executives), financial executive, manager of business department and the person at the above posts.
Article 3: The director, supervisor and senior manager in the futures company shall, before assuming the post, obtain the post-holding qualification approved by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
The futures company shall not appoint the person without the post-holding qualification as the director, supervisor and senior manager.
Article 4: The director, supervisor and senior manager in the futures company shall comply with the laws, administrative regulations as well as the related regulations of the CSRC, act on the self-discipline rules, industrial criteria and articles of association, earnestly abide by the principle of faithfulness and perform the full obligation.
Article 5: The CSRC shall supervise and manage the director, supervisor and senior manager in the futures company according to law.
The CSRC’s dispatched offices shall, in accordance with the Measures and under the authorization of the CSRC, supervise and manage the director, supervisor and senior manager in the futures company.
China Futures Association and the futures exchanges shall perform the self-discipline management over the director, supervisor and senior manager in the futures company according to law.
Chapter 2: Conditions for Post-holding Qualification
Article 6: When applying for the post-holding qualification of director, supervisor and senior manager in the futures company, the person concerned shall have the sound morality like honesty and faithfulness, the good professional ethics and the necessary business management capacity for performing the obligations.
Article 7: If an application is made for the post-holding qualification of other directors and supervisors than the board chairmen of directors and supervisors, the following conditions shall be satisfied.
(1) Conducting the futures, securities and other financial business or the legal and accounting business for over three years, or the economic management work for over five years;
(2) Having an educational level of junior college and above.
Article 8: If an application is made for the post-holding qualification of independent directors, the following conditions shall be matched.
(1) Conducting the futures, securities and other financial business or the legal and accounting business for over five years, or having the senior professional title in the teaching and research work of relevant subjects;
(2) Having an educational level of four-year college and above, and a bachelor’s degree and above
(3) Having passed the qualification test accepted by the CSRC;
(4) Necessary time and energy for performing the duties.
Article 9: The following persons shall not assume the post of independent director in the futures company.
(1) Person working with the futures company or its associated party, and his/her close relatives and major social relations;
(2) Person working with the following institutions, and his/her close relatives and major social relations: the units holding or controlling over 5% of the equity in the futures company, the top five shareholding units of future company, and the institutions with the business contacts or relations of interest with the future company;
(3) Person providing the futures company and its associated party with the financial, legal and consulting services, and his/her close relatives;
(4) Person found in one of the situations as listed in the preceding three items for the latest year;
(5) Person assuming other posts than the independent director in other futures company;
(6) Other personnel as recognized by the CSRC.
Article 10: If an application is made for the post-holding qualification of board chairmen of directors and supervisors, the following conditions shall be matched.
(1) Conducting the futures business for over three years, or other financial business for over four years, or the legal and accounting business for over five years;
(2) Having an educational level of four-year college and above, and a bachelor’s degree and above
(3) Having passed the qualification test accepted by the CSRC;
Article 11: If an application is made for the post-holding qualification of executives, the following conditions shall be matched.
(1) Having the qualification of future practitioners;
(2) Having an educational level of four-year college and above, and a bachelor’s degree and above;
(3) Having passed the qualification test accepted by the CSRC;
Article 12: If an application is made for the post-holding qualification of general manager and deputy general manager, the conditions as specified in Article 11 as well as the following conditions shall be satisfied.
(1) Conducted the futures business for over three years, or other financial business for over four years, or the legal and accounting business for over five years;
(2) Having assumed the post of department manager of financial institution like futures or securities company and above for no less than two years, or having the management experience at similar posts;
Article 13:When applying for the post-holding qualification of chief risk officer, the person concerned shall, having satisfied the conditions as specified in Article 11, conduct the futures business for over three years and work as the leader in charge of transaction, settlement, risk management or compliance in the futures company for no less than two years, or conduct the futures business for over one year and the risk management and compliance business of securities company and other financial institutions for over three years;
Article 14: If an application is made for the post-holding qualification of financial executive and manager of business department, the following conditions shall be matched.
(1) Having the qualification of futures practitioner;
(2) Having an educational level of four-year college and above, and a bachelor’s degree and above;
When applying for the post-holding qualification of financial executives, the person concerned shall also have the professional title of accountant and above or the qualification of certified public accountant. When applying for the post-holding qualification of the manager of business department, the personnel concerned shall also conduct the futures business for over three years or the financial business for over four years.
Article 15: The legal representative of futures company shall have the qualification of futures practitioners.
Article 16: If the person with a master’s degree of financial major like futures or law and accounting apply for the post-holding qualification of director, supervisor and senior manager in the futures company, his/her expected years of service in other financial business than futures, or law and accounting business shall be extended for one year.
Article 17: When applying for the post-holding qualification of senior manager in the futures company, the person shall receive the qualification of futures practitioners without taking the qualification exams if he/she has worked with the futures regulatory institution and self-discipline institution or assumed the special futures regulatory post for more than eight years.
Article 18: In case the person is found in one of the following situations, he/she shall not apply for the post-holding qualification of director, supervisor and senior manager in the futures company.
(1) Situation as defined in Article 147 of the Company Law of the People’s Republic of China;
(2) Leader of the futures exchange, securities exchange and securities registration and settlement institutions, or the director, supervisor and senior manager of futures or securities company, which have been dismissed for the conducts in violation of relevant laws and disciplines, and whose date of dismissal happened less than five years ago;
(3) Lawyer and certified public account, or the professional of investment consulting institution, financial consulting institution, credit rating institution, asset evaluation institution and accreditation institution, whose qualification has been cancelled for the conducts in violation of relevant laws and disciplines, and whose date of qualification cancellation happened less than five years ago;
(4) Personnel of the futures exchange, securities exchange, securities registration and settlement institution, securities service institution, futures company and securities company, and personnel of the state organs, which have been dismissed for the conducts in violation of relevant laws and disciplines, and whose date of dismissal happened less than five years ago;
(5) Personnel of the state organs and other personnel forbidden to have part-time employment with the companies according to relevant laws and administrative laws and regulations;
(6) Receiving the administrative punishments by the financial supervisory departments for the illegal and irregular conducts, and the term of enforcement has expired for less than three years;
(7) The CSRC or its dispatched office recognized the personnel as unqualified candidates less than two years ago;
(8) Executives mainly responsible or other personnel directly responsible in the financial institution and its branch ordered by the supervisory department for suspension of business for rectification, custody, takeover or cancellation owing to the illegal and irregular conducts, and the date of suspension of business for rectification, custody, takeover or cancellation happened less than three years ago;
(9) Other situations as defined as the CSRC.
Chapter 3: Application and Approval of the Post-holding Qualification
Article 19: The post-holding qualification of board chairmen of directors and supervisors, independent directors and executives in the futures companies shall be approved according to law by the CSRC. Authorized by the CSRC, the CSRC’s dispatched offices can approve the above post-holding qualification according to law.
The post-holding qualification of other directors, supervisors and financial executives than the board chairmen of directors or supervisors as well as independent directors shall be approved according to law by the CSRC’s dispatched office in the place where the futures company is located.
The post-holding qualification of the manager of business department shall be approved according to law by the CSRC’s dispatched office in the place where the business department of futures company is located.
Article 20: When the person applies for the post-holding qualification of board chairmen of directors or supervisors as well as independent director in the futures company, the futures company concerned shall file an application to the CSRC or its dispatched office and submit the following application materials.
(1) Letter of application;
(2) Application form for the post-holding qualification;
(3) Written recommendations of the two recommenders;
(4) Evidences of identity, educational background and academic degree;
(5) Qualification certificate of the practice qualification exams;
(6) Other materials as specified by the CSRC.
Article 21: When applying for the post-holding qualification of executives, the person or the futures company concerned shall file an application to the CSRC or its dispatched office and submit the following application materials.
(1) Letter of application;
(2) Application form for the post-holding qualification;
(3) Written recommendations of the two recommenders;
(4) Evidences of identity, educational background and academic degree;
(5) Qualification certificate of the futures practitioners;
(6) Qualification certificate of the practice qualification exams;
(7) Other materials as specified by the CSRC.
Article 22: The recommenders shall be the current board chairmen of directors or supervisors, or the executives who have held the current posts for more than one year in the futures company.
Once the person to be appointed lacks the experience in futures business, one of the recommenders is advised to be the leader in his/her former work unit. In case the said person has the overseas background, one of the recommenders is advised to be the executive in the overseas futures business institution with which he/she used to work.
As far as the person to be appointed is concerned, the recommenders shall know something about his/her personal conducts, compliance with disciplines and laws, professional experience, business level and administrative competence, pledge the authenticity of recommendation contents, describe whether he/she is found in the situation as stated in Article 18 herein, and issue the specific recommendations.
One recommender can recommend as many as three persons each year to apply for the post-holding qualification of board chairmen of directors or supervisors, independent directors or executives in the futures company
Article 23: When the person applies for the post-holding qualification of other director, supervisor and financial executive than the board chairmen of directors or supervisors as well as independent director in the futures company, the futures company shall file an application to the CSRC’s dispatched office, and submit the following application materials.
(1) Letter of application;
(2) Application form for the post-holding qualification;
(3) Evidences of identity, educational background and academic degree;
(4) Other materials as specified by the CSRC.
When applying for the post-holding qualification of financial executive, the person concerned shall also submit the qualification certificate of futures practitioners, as well as the evidences of professional title as accountant and above, or qualification of certified public accountant;
Article 24: When applying for the post-holding qualification as the manager of business department, the person concerned shall apply to the CSRC’s dispatched office in the place where the business department is located, and submit the following application materials.
(1) Letter of application;
(2) Application form for the post-holding qualification;
(3) Evidences of identity, educational background and academic degree;
(4) Qualification certificate of the futures practitioners;
(5) Other materials as specified by the CSRC.
Article 25: As the applicant submits the certificate of academic degree at the overseas university or the institution of higher education, he/she shall also provide the certification document of his/her educational background and academic degree.
Article 26: The CSRC or its dispatched office shall, by examining the materials, having the personal talks and investigating the professional experiences, examine the competence, conducts and qualification of the person to be appointed.
Article 27: If the applicant or the person to be appointed is found in one of the following situations, the CSRC or its dispatched offices may decide to terminate the examination.
(1) Person to be appointed dies or loses the capacity of conducts;
(2) Applicant is dissolved according to law;
(3) Applicant revokes the application materials;
(4) Applicant fails within the specified period to further describe and interpret the feedback comments;
(5) Applicant or person to be appointed is investigated by the authorities concerned for the suspected conducts in violation of laws and regulations;
(6) Applicant is ordered for suspension of business for rectification, custody, takeover and limited business, and subjected to other supervisory measures;
(7) Applicant or person to be appointed is investigated by the judicial organs for the suspected criminal acts;
(8) Other situations as defined by the CSRC.
Article 28: The futures company shall, within 30 working days after the person to be appointed as the director, supervisor, financial executive and manager of business department receive the post-holding qualification, go through the post-holding formalities for the said person according to the related provisions of articles of association. If the person fails to assume the post in the futures company within 30 working days in receipt of the post-holding qualification, the post-holding qualification will automatically be invalidated unless there’re the reasons accepted by the CSRC’s dispatched offices concerned.
Article 29: When the director, supervisor and senior manager are appointed, the futures company concerned shall, within five working days following its decision, report to the CSRC’s dispatched office and submit the following materials.
(1) Document of post-holding decision;
(2) Resolutions at the related meetings;
(3) Approval documents for the post-holding qualification of relevant persons;
(4) Description of the scope of responsibility for senior manager;
(5) Other materials as specified by the CSRC.
Article 30: When the director, supervisor and senior manager are dismissed, the futures company concerned shall, within five working days following its decision, report to the CSRC’s dispatched office and submit the following materials.
(1) Document of dismissal decision;
(2) Resolutions at the related meetings;
(3) Other materials as specified by the CSRC.
When the chief risk officer is to be dismissed, the futures company concerned shall, within ten working days prior to its decision, report to the CSRC’s dispatched office the reasons of dismissal and his/her performance of duty.
Article 31: The overseas persons appointed by the futures company as its executives shall be no more than 30% of the total corporate executives.
Article 32: The director, supervisor and senior manager of the futures company shall not have any part-time employment with the party and administrative organs.
The senior managers in the futures company can assume the part-time posts of director and supervisor at no more than two share-participating companies of said futures company, and are forbidden to take other part-time posts in these companies and to have the part-time employment or other business activities in other for-profit institutions.
The manager of business department in the futures company shall not be the manager of other business department at the same time.
The independent director is allowed to be the part-time independent director at no more than two futures companies.
If the director, supervisor and senior manager in the futures company have the part-time engagements, they shall, within five working days following the date of said situations, report to the CSRC’s dispatched office.
Article 33: When the director, supervisor, financial executive and manager of business department in the futures company resign from their posts, their post-holding qualifications shall be automatically invalidated as of the date of resignation.
Inc case of the following situations, the preceding article shall not apply.
(1) Others director and supervisor than the board chairmen of directors or supervisors and independent director in the futures company experience the reappointment from director to supervisor, or from supervisor to director within the same company.
(2) The same futures company has the reappointment from board chairman of directors to board chairman of supervisors, or vice verse, or from the board chairman of directors or supervisors to other director and supervisor than independent director.
(3) The manager of business department is reappointed as the manager of other business department within the same futures company.
Article 34: The board chairmen of directors or supervisors and independent director in the futures company shall reapply for the post-holding qualification if they are to resign from the current post and assume the same post at another futures company. The above persons resigned from the former posts no more than 12 months ago, and are not found in the situation as specified in Article 18 herein, the futures company as their new employer shall submit the following application materials.
(1) Letter of application;
(2) Application form for the post-holding qualification;
(3) Post-holding statements of the persons to be appointed at the former employer;
(4) Other materials as specified by the CSRC.
Article 35: If the person with the post-holding qualification of executives is to assume the post as director (excluding the independent director), supervisor and manager of business department, he/she needn’t reapply for the post-holding qualification and his/her new employer shall go through the post-holding formalities according to relevant regulations and laws.
Chapter 4: Codes of Conduct
Article 36: The directors of futures company shall attend the meetings of board of directors, participate in the corporate activities and earnestly perform their duties according to the related provisions of articles of association.
Article 37: The independent directors of futures company shall protect the interests of customers and small and medium-sized customers, and make the objective, just and independent comments.
Article 38: The senior managers of futures company shall comply with the principle of credibility, prudently exercise their powers within the scope of power, maintain the legitimate rights and interests of customers and company, avoid having or joining any activities to harm the interests of customers and company, and prevent any attempt to use their posts to seek the commercial chances for themselves or others, which shall belong to their company.
Article 39: If the close relatives of director, supervisor and senior manager in the futures company are engaged in the futures transactions, the director, supervisor and senior manager concerned shall report to the company within five working days following the date of knowledge or supposed knowledge, and act upon the principle of withdrawal. The company shall file the records with the CSRC’s dispatched office within five working days in receipt of the reports, and report the related transactions on a regular basis.
Article 40: The general manager in the futures company shall earnestly implement the resolutions of board of directors, effectively enforce the corporate system, safeguard and eliminate the business risk, and ascertain the steady operation of all the business and the safety and integrity of customers’ guarantee deposits. The deputy general manager shall assist the general manager with his/her work and earnestly perform the duty.
Article 41: The director, supervisor and senior manager in the futures company shall not take the commercial briberies or use their posts to earn other illegal interests.
Chapter 5: Supervision and Management
Article 42: The CSRC shall conduct the annual qualification check of the person with the post-holding qualification of executive, but without the actual employment.
The aforesaid person shall, since the second year following his/her acquisition of post-holding qualification, submit in the first quarter of each year to the CSRC’s dispatched office the annual check registration form with the comments of the corporate leader or recommender, and describe whether there’re such situations as stated in Article 18 herein.
Article 43: The person shall reapply for and receive the post-holding qualification of executive if he/she has assumed the post-holding qualification of executives but hasn’t participated in the annual qualification checks or passed the annual qualification check or assumed the post as executive in the futures company for five consecutive years.
Article 44: The board chairmen of directors or supervisors, independent director and executive, as well as the person with the post-holding qualification of executives but without the actual employment in the futures company shall participate on a bi-annual basis in the business training programs recognized by the CSRC and held by the industrial self-discipline organization, and receive the training qualification certificates.
Article 45: If the board chairman of directors, general manager and chief risk officer in the futures company can’t perform their duties due to missing, death or lost capacity of conducts, the futures company shall temporarily decide in accordance with the articles of association to have the qualified persons perform the duties on behalf, and report to the CSRC and its dispatched office within three working days following the date of decision.
If the persons chosen by the futures company are not qualified, the CSRC and its dispatched office may order the company to change the persons to perform the duties on behalf.
The period of performing the duties on behalf shall not exceed six months. The company shall appoint the person with post-holding qualification as the board chairman of directors, general manager and chief risk officer within six months.
Article 46: If the division of duties is adjusted for the senior managers, the futures company concerned shall report within five working days to the CSRC’s dispatched office.
Article 47: If the directors, supervisors and senior managers in the futures company are investigated or subjected to the compulsory measures by the related authorities owing to their suspected conducts in violation of laws and regulations, the futures company concerned shall report to the CSRC’s dispatched office within three working days following the date of knowledge or expected knowledge.
Article 48: If the punishments are imposed on the directors, supervisors and senior managers, the futures company shall report within five working days following its decision to the CSRC’s dispatched office.
Article 49: If the directors, supervisors and senior managers in the futures company experience the illegal or improper interferences and can’t perform their normal duties, causing or likely to cause the irregular acts or actual risks, the persons concerned shall report in a timely mode to the CSRC’s dispatched office.
Article 50: Once the futures company is found in one of the following situations, the CSRC and its dispatched office shall order its rectification, have the supervisory talk with the executive responsible and the personnel directly responsible, and issue the letter of warning.
(1) Failing to report the adjustment of the division of duties for senior managers according to relevant regulations;
(2) Failing to report the surrogate’s performance of duties according to relevant regulations;
(3) Failing to report the futures transactions of the close relatives of directors, supervisors and senior managers in the futures company according to relevant regulations;
(4) Other situations as specified by the CSRC.
Article 51: Once the directors, supervisors and senior managers of futures company are found in one of the following situations, the CSRC and its dispatched office shall order the rectification, have the supervisory talk and issue the letter of warning.
(1) Failing to perform the duties according to relevant regulations;
(2) Failing to participate in the business trainings according to relevant regulations;
(3) Having the part-time engagements in violation of relevant regulations, or failing to report their part-time engagements according to relevant regulations;
(4) Failing to report the futures transactions of their close relatives in the company according to relevant regulations;
(5) Other situations as specified by the CSRC.
Article 52: If the futures company fails to appoint the overseas persons as executives according to the proportion as defined herein, the CSRC and its dispatched office shall order the company to change or adjust the executives.
Article 53: Once the directors, supervisors and senior managers in the futures company are found in one of the following situations, the CSRC and its dispatched office may define them as improper candidates.
(1) Providing the CSRC with the false information or concealing major events, incurring the serious consequences;
(2) Refusing to perform the supervisory obligations in cooperation with the CSRC, incurring the serious consequences;
(3) Leaving their posts without permission, incurring the serious consequences;
(4) Being subjected to three supervisory talks by the CSRC and its dispatched office within one year;
(5) Receiving three disciplinary actions by the industrial self-discipline organizations;
(6) Being held responsible for the illegal and irregular acts or major risks in the futures company;
(7) Other situations as specified by the CSRC.
Article 54: If the directors, supervisors and senior managers in the futures company are defined by the CSRC and its dispatched office as improper candidates, the futures company shall remove the persons from their posts.
Any futures company shall not appoint the said persons as the directors, supervisors and senior managers within two years after the CSRC and its dispatched office define them as improper candidates.
Article 55: The CSRC shall develop the credibility records of directors, supervisors and senior managers at the futures company to record their compliance and credibility.
Article 56: Once the comments signed by the recommenders have any false statements, the recommendations of said recommenders as well as the registration form of annual check with their comments shall not be accepted within two years after the CSRC and its dispatched office recognize the false statements.
Article 57: When the board chairman of directors or general manager resigns, or is removed from the post after being defined as improper candidates, or has the post-holding qualification cancelled, the futures company shall entrust the accounting firms with the securities and futures business qualification to perform the post-leaving audit, and submit within three months following the departure from post to the CSRC and its dispatched office for archive-filing.
Once the futures company delays for no acceptable reason or refuses to be audited, the CSRC and its dispatched office shall designate the accounting firm with securities and futures business qualification to conduct the audit. The related audit expenses shall be assumed by the futures company.
Chapter 6: Legal Liabilities
Article 58: If the applicant or the person to be appointed conceals the related information or provides the false materials during the application for post-holding qualification, the CSRC and its dispatched office shall not accept or give the administrative approval, and shall give the warnings according to law.
Article 59: Once the applicant or the person to be appoint receives the post-holding qualification by some unjust means such as deception and bribery, the post-holding qualification shall be cancelled and the company and person responsible shall be subjected to the warnings and a fine of less than RMB 30000.
Article 60: Once the futures company is found in one of the following situation, it shall be punished in accordance with Article 70 of the Regulations on the Administration of Futures Transactions.
(1) Person without the post-holding qualification assumes the post of director, supervisor and senior executive;
(2) Appointing the persons as director, supervisor and senior executive though they’re defined as the improper candidates by the CSRC and its dispatched office;
(3) Failing to report the appointment and dismissal of director, supervisor and senior executive according to the related regulations, or submitting the materials with false records, misleading statements or major omissions;
(4) Failing to report the punishments of director, supervisor and senior executive according to the related regulations;
(5) Failing to perform the reporting duty as required by relevant regulations when the director, supervisor and senior executive are investigated or subjected to compulsory measures by the authorities concerned;
(6) Failing to change or adjust the director, supervisor and senior executive as required by the CSRC;
Article 61: Once the director, supervisor and senior executive in the futures company take the commercial briberies or seek other illegal interests through their posts, they shall have their illegal gains confiscated and receive a fine of no more than RMB 300000. In case of serious infringements, their post-holding qualifications shall be suspended or cancelled.
Article 62: Persons who act against the Measures and are suspected of criminal infringements shall be transferred to the judicial organs and have their criminal liabilities investigated and punished according to law.
Article 7: Supplementary Rules
Article 63: Once the current legal representative in the futures company lacks the qualification of futures practitioners, he/she shall receive the said qualification within one year following the implementation of the Measures. His/her post as legal representative shall be discontinued in case the qualification of futures practitioners is not obtained within the required period.
Article 64: The Measures shall come into force as of . The Measures for the Administration of Senior Managers of Futures Brokerage Companies (revised version) (Document No.6 [2002], CSRC), the Circular on the Issues concerning Approving the Post-holding Qualifications of Senior Managers of Futures Brokerage Companies (revised version) (Document No.67, [2004], CSRC Futures), the Detailed Rules on Annual Check of Post-holding Qualifications of Senior Managers of Futures Brokerage Companies (Document No. 110 [2003], CSRC Futures), and the Circular on Implementing the Responsibility Investigation and Punishment of Senior managers in the Futures Companies Suspected of Illegal and Irregular Conducts (Document No.159 [2005], CSRC Futures) shall be repealed at the same time.
The China Securities Regulatory Commission
