期货经纪公司治理准则（试行） Circular issued by China securities regulatory commission on administrative rules of futures Brokerage Company (for trial implement)
颁布日期：20040315 实施日期：20040315 颁布单位：中国证券监督管理委员会
Every futures brokerage company：
For the purpose of moving forward the futures brokerage company to further improve administration for company， while promoting it to operate in a safe， steady and highly efficient way， preserving legal rights and interests of shareholders， futures investors and other persons with related interests， the said rules were formulated and promulgated by the commission， shall be followed and applied.
China securities regulatory commission
March 10， 2004
Administrative rules of futures Brokerage Company （for trial implement）
Chapter 1 General provisions
Article 1 for the purpose of advancing futures brokerage company to further improve the administration of company， establishing and improving modern enterprise system， promoting futures brokerage company to operate in a normative， steady way according to law， preserve the interests of investor and the public， further standardize the development of futures market， the rules are formulated in accordance with company Law of the People's Republic of China， the interim administration provisions for futures trade and related provisions of other law and regulations.
Article 2 for the purpose of the rules， the term “company administration” refers to the organization structure that takes the board of shareholders， board of directors， board of supervisors （or supervisor）， and manager levels as main body， as well the system arrange that ensure effected operation and mutual check and balance of the inner organs， and related decision-making， motivation and restraint system.
Article 3 the futures brokerage company shall， while improving the company administration， observe the following basic principles：
（1） To strengthen check-balance system. The futures brokerage company shall further improve the consultation system and decision-making procedure of the board of shareholders， board of directors， board of supervisors （or supervisor）， and manager levels， make it more definite， detailed and workable， and ensure that the above- mentioned organs could fulfill respectful function and duty completely
（2） To augment the risk control with the futures brokerage business. The futures brokerage company shall， on the basis of following the basic request of law of company， revolve around the futures brokerage business， make it reasonable to define clearly the function and powers of the board of shareholders， board of directors， board of supervisors （or supervisor）， and manager levels， improve inner administration system， to strengthen capacity of the company on inner control and risk prevention.
（3） To preserve all shareholders with equal status and rights， emphasize the credit duty of shareholders. The futures brokerage company shall ensure legitimate rights and interests of non-holding shareholders in system， emphasize the credit duty of all shareholders， restrain the holding shareholders to damage the interests of the futures brokerage company and other shareholders； and
（4） To improve the motivation and restraint system. The futures Brokerage Company shall establish more reasonable motivation and restraint system， create the company culture with normative business operation and positive progress， promote the futures brokerage company to operate in a highly efficient and steady way.
Article 4 the futures brokerage company established in accordance with law within the territory of china shall be governed by this rule. The futures Brokerage Company shall， in accordance with the request of this rules， revise the constitution of company， improve the establishment of inner organs in company， formulate， revise and practice related administration system， further improve the administrative levels for company.
Chapter 2 shareholder and board of shareholders
Article 5 the futures brokerage company shall， in order to avoid excessive centralization and dispersal of share rights， establish balanced shares structure relatively and the structure of ultimate holder with rights and interests.
The shareholder of the futures brokerage company conform to the qualification prescribed by china security regulatory commission and get ratification from china security regulatory commission and its agency according to regulations； the futures brokerage company shall be encouraged to introduce， upon assignment of share rights and increase of capital， the shareholders who have good finances， operate normative business and administration， possess fine credit and are capable of support the company to make normative development.
Article 6 the constitution and rules of discussion of he futures Brokerage Company shall ensure that the shareholders and board of shareholders possess the rights and duty， which are granted by the company law.
Article 7 all shareholders of the futures brokerage company shall be treated as equality. The legal status and rights of middle and minor shareholders shall be valued and protected. No major shareholders take advantage of the special status to damage the legitimate rights and interests of company and other shareholders
Article 8 the futures brokerage company may stipulate in company constitution that some important matters shall make decisions from the board of shareholders and be passed by shareholders representing two-thirds or more of the voting rights. For instance， in the case of related trade in excess of definite trade amount， foreign investment or purchase in excess of definite trade amount， etc. No such shareholders as relate with the discussed matters shall participate in discussion.
Article 9 the shareholder shall share the knowing-information rights and participation rights for the important matters of company. The board of shareholders shall list the supervisory and administrative suggestion， notice on regulation and reform and penalized measures for the company prescribed by china security regulatory commission as matters for announcement. The regime of regulation and reform for the board of directors and manager levels shall be included in the scope of examination and discussion.
Article 10 the constitution of futures Brokerage Company shall stipulated that the shareholder， who possesses by himself or merger 10 percent of the voting rights， shall be entitled to propose the matters for examination and discussion to the board of shareholders. The board of shareholders shall make examination， discussion and votes for the proposed matters.
Article 11 credit duty for the company and other shareholders shall rests with the shareholder， and the shareholder shall fulfils the duty of making investment strictly. No futures brokerage company shall provide the shareholder's investment with guaranty and funs circulation directly of indirectly； no shareholders shall occupy and transfer the assets of the company in any form， the shareholders， especially holding shareholders and its related party， shall not damage the legitimate rights and interests of the company， other shareholders and futures investors upon the form of related trade and assets reorganization.
Article 12 the futures brokerage company shall not， while provide the shareholders and the related party with futures brokerage service， relax the request on risk control and report related information on providing service at the fixed term to the board of shareholder， board of directors and board of supervisors （or supervisor）。
Article 13 the administration structure of futures Brokerage Company shall ensure the company's independence. The shareholders and ultimate holder with rights and interests shall not make any approval formalities for election decision of the board of shareholders on personnel matters and engagement decision of the board of directors on personnel matters； the said persons shall not overstep the board of shareholders and the board of directors directly to appoint and relieve the senior administrative personnel of the futures brokerage company of the post， or directly intervene such business and administration matters as trade， settlement， risk control， finance and account， administration for security money and branches administration， etc. there is not subordinate relation between the mentioned above functional departments of the futures brokerage company and the shareholders， the ultimate holders with rights and interests， as well its subordinate functional departments. The persons in charge of the mentioned above functional departments shall not hold concurrent office at the shareholder's units.
Article 14 the futures brokerage company shall strictly make assets and finance independent of the shareholders. The security money paid by the futures investor shall be administrated close in accordance with the request of china security supervisory commission.
Article 15 the shareholders shall be liable for offer the shares structure and related information of the ultimate holders with rights and interests in accordance with the request of china security supervisory commission.
Article 16 if the shareholder is under the following circumstances， it shall inform the board of directors of the futures brokerage company timely：
（1） Where the shares rights form the futures brokerage company are subject to compulsory implementation or litigation preservation measures
（2） Where the shareholders pledge the shares rights form the futures brokerage company
（3） Where the shareholders prepare assignment of the shares rights form the futures brokerage company
（4） Where the merger， separation or making major assets and liabilities reorganization arise
（5） Where the shareholders enter into liquidation procedure or be taken over； and
（6） Other circumstances possibly lead to transfer of the shares rights and the shareholder's rights from the futures brokerage company.
The futures brokerage company shall report the related information to the agency of china security supervisory commission at company's domicile within the three working days form the date of knowing the mentioned above information.
Article 17 where the shareholder and director have relations with the existent or planned contract， trade and arrangement of the futures brokerage company directly or indirectly， in any case， whether relate matters need approving by the board of shareholders and board of directors， the shareholder and director shall inform the nature and degree of relations revolved to the board of directors and board of supervisors （or supervisor）。
Article 18 the board of directors shall， in accordance with the rules of discussion， organize and arrange the meeting of shareholders scientifically and reasonably， and ensure that the shareholders possess enough time to participate in discussion， making proposal and decisions. The original record and minutes of meeting shall be integrated and authentic， and shall be reserved properly by the board of directors.
Article 19 these matters， if the major decision-making is unable to be made by virtue of default by the board of directors or the board of shareholders is unable to be convened， the shareholder holding definite proportion of shares by himself or merger be entitled to convene the general meeting of shareholders， shall be defined in the constitution of the futures brokerage company.
Chapter 3 the director and the board of directors
Article 20 the board of the futures brokerage company shall seriously perform the functions and powers of the board of directors prescribed by company law. Except the matters， the functions and powers performed by the board of directors shall be prescribed in the constitution of the futures brokerage company：
（1） To review and decide on administration system for cover cost drafted by the manager levels， to ensure that administration for cover cost of the futures brokerage company shall conform to various requests of the close administration for cover cost from china security supervisory commission；
（2） To review and decide on whether performing the plan on related business innovation， ensure validity of business innovation activities and establishment of risk prevention system； and
（3） To review and decide on the risk control system of the futures brokerage company.
Article 21 where the board of directors authorizes the chairman of board to exercise the part powers of the board of directors， the authorization principle and authorization content from the board of directors shall also be specified clearly in company constitution. All these matters involving the major interests of the company shall be submitted to the board of directors or the board of shareholders for examination and decision-making. For the purpose of control the decision-making risk of the company effectively， the board of directors shall also specify such matters as the authorization scope and limit for the manager levels.
Article 22 the public and fair procedure for election and engagement of the director shall be designated in the company constitution. The members of board of directors shall possess the essential knowledge， skill and qualification for performing the duties， as well participate in positively related trains. The director shall ensure enough time and energy to perform his due duties.
Article 23 the meeting of board of directors shall be held once every year at least and shall produce the meeting record. The board of directors shall formulate normative and specified rules of discussion. The meeting of board of directors shall produce integrated and authentic meeting record， and the attending directors shall sign on it. The original record and meeting minutes shall be reserved properly.
Article 24 where the decision-making of the board of directors violates the law， regulations and provisions of the company constitution， which results in the loss of the company， the directors who participate in making decision shall be investigated. While， upon making proof， the directors who state the objection in vote and voted against the decision， which have been recorded in the meeting record， shall not be included.
Article 25 the board of directors may establish under it such institution as the specialty commission， etc， and formulate specified working rules and working duties， so as to provide the board of directors with reference suggestion in making decision， ensure functions of the board of directors being brought into full play. The related institutions of board of directors may engage intermediary institution to assist in work performance， the relate charges shall be paid by the company.
The futures brokerage company shall be encouraged to establish such major institutions engaging in special consultation and supervision as audit， risk control institution， etc， intensify risk supervision for business operation and making decision of the company and urge the company to operate business in a legal and steady way.
Article 26 the futures brokerage company shall be encouraged to establish the independent director system. The independent director of futures Brokerage Company shall concentrate on and protect the interests of middle-minor shareholders and futures investors.
Article 27 where the futures brokerage company is under one of the following circumstances， the independent director system shall be established：
（1） Where the registered capital is more than 50，000，000 Yuan （50，000，000 Yuan included）；
（2） Where a single shareholder or the ultimate holder with rights and interests hold 50 percent of the shares directly or indirectly from the futures brokerage company；
（3） Where a single person assume office as the chairman director and general manager simultaneously；
（4） Where the financial institution invest shares directly or indirectly； and
（5） Other circumstances the china security supervisory commission prescribe
Article 28 such relations as influence the independent judgment shall exist between the independent director and the futures brokerage company， principal shareholders， as well the ultimate holders with rights and interests， the following personnel shall be assumed office as the independent director：
（1） Where such personnel as hold the office in the futures brokerage company or its subordinate company， and directly-related relatives and main relatives and friends the said personnel is included；
（2） Where such personnel as hold the office in the units that hold more that 5 percent of shares rights from the futures brokerage company directly or indirectly， or the shareholders units that rank the top 5 of amount of the shares in the futures brokerage company， the directly-related relatives of the said personnel is included；
（3） Where such personnel as serve the futures brokerage company with service on finance， law and consultation；
（4） Where such personnel as is under the mentioned above circumstances in a recent year；
（5） Where other personnel specified by the company constitution； and
（6） Where other personnel designated by china security supervisory commission.
Article 29 the shareholder， the board of directors and board of supervisors （or supervisor） of the futures brokerage company may propose the candidate for the independent director， and which shall be decided upon a vote by the board of shareholders. The one that nominate for the independent director shall be made by the consent of the nominee before nomination. The tenure of the independent director is identical with other directors.
Article 30 the futures brokerage company shall， within 10 days after the date of decision on election for the independent director being made by the board of shareholders， report the information on the election and appointment for the independent director to china security supervisory commission. Where the independent director lay down the office or is removed from office in his tenure of office， the independent director in person and the futures Brokerage Company shall propose the explanation in writing to the board of shareholders and its agency of china security supervisory commission and the board of shareholders.
Article 31 except the functions and powers of the director granted by company law and other law and regulations， the independent director exercise the following functions and powers prescribed in the constitution of the futures brokerage company：
（1） To propose for convening the board of director；
（2） To submit to the board of directors or the board of supervisors （or supervisor） to convene the interim meeting of shareholders
（3） To propose that the board of directors shall conduct an audit while leaving his post for the administrative staff of company who is suspected of violating law and regulations； to submit to the board of shareholders to conduct a audit for the director and supervisor who is suspected of violating the law and regulations.
（4） To express the objective and fair independent opinion as far as the following matters prescribed by the futures brokerage company；
1. The investment， conducting finance and business operation activities other than the futures brokerage business；
2. The amount of major related transaction is more than 1，000，000 Yuan；
3. The information on risk control and the price paid by virtue of providing the shareholders and related party with service by the futures brokerage company；
4. The business innovation activities of the futures brokerage company；
5. The distribution scheme of profit；
6. The appointment and dismissal of manage levels members；
7. The matters that cause probably the heavy losses of the futures Brokerage Company；
8. The matters that damage probably the rights and interests of middle-minor shareholders；
9. The matters that damage probably the rights and interests of the futures investors；
10. The plan on salaries and motivation of the director， supervisor and manager levels member； and
11. Other circumstances designated by the company constitution.
The suggestions expressed by the independent directors shall be clearly stated in the meeting record. Where the above mentioned proposals or independent opinions of the independent director shall be accepted by the futures brokerage company， the independent director shall report detailed information on related independent opinions to the agency of china security supervisory commission on the domicile of company for record.
Article 32 the standard of salary and allowances of the independent director shall be prescribed by the board of directors， then examined and approved by the board of shareholders.
Article 33 the futures brokerage company that established the independent director system shall reasonably stipulates related system on the independent director in the constitution， which contains the nomination， election procedure， functions and powers and allowances of the independent director， to guarantee that the independent director can play a proper role.
Chapter 4 the supervisors and board of supervisors
Article 34 the futures brokerage company shall establish the board of supervisors and supervisor in accordance with the request by company law. The board of supervisors and supervisor exercise carefully the functions and powers prescribed by company law， examine finance of the company， and exercise supervision for the offence against the law and regulations of the directors and managers. Besides this， the board of supervisors or board of supervisors shall also exercise emphasized supervision for the futures brokerage company on the legitimacy of administration for security money and business innovation activities.
Article 35 the public and fair procedure for election and engagement of the supervisor and the complete rules of discussion of the board shall be designated in the company constitution. The meeting of board of supervisors shall be held once every year at least and shall produce the meeting record. The original record， meeting minutes and the specialized report and suggestion documents submitted by the supervisors shall be reserved properly
Article 36 the futures brokerage company shall stipulate clearly in the constitution the limit of numbers and scale of the supervisors elected by the holding shareholders， in the case that the numbers of directors elected by the holding shareholders are more than definite proportion of the members of board of directors，
Article 37 the supervisors shall possess some specialized knowledge and working experience on finance， audit， law and financial affairs， etc. with a view to fulfill effectively the duty， the board of supervisors or the supervisors may employ or engage temporarily related specialized personnel to assist in work performance， the charges for engagement shall be paid by the futures brokerage company.
Article 38 the futures brokerage company shall ensure that the board of supervisors and supervisors know information on the business operation of the company. The supervisor may be present at meetings of the board of directors and office meetings of managers to be informed of the course of major decision-making and ensure the timeliness， fullness and convenience on getting information.
Before no major decision-making is published， the supervisor shall be responsible for keeping the information acquired confidential.
Article 39 where the board of supervisors or supervisor observes the director， general manager and other senior administrative personnel in violation against the rules， it shall request the said personnel to correct immediately the offence and report to the agency of china security supervisory commission at company's domicile.
Article 40 where the supervisor is informed of the director and manager levels of the company in violation against the company constitution and other information on damaging the interests of the company， shareholder and the investor， if without fulfilling the duty， the responsibility shall rest with the supervisor correspondingly.
Chapter 5 the manager levels
Article 41 For the term “the manager levels” of the provisions， it shall consist of the general manager and vice-general manager whose qualification for holding office shall be examined and approved by china security supervisory commission.
Article 42 the manager levels shall fulfill carefully the duty prescribed by company law.
Article 43 the members of the manager levels shall observe the principle of good faith， and shall， in accordance with the law and regulations， exercise carefully and conscientiously the functions and powers within the limit of powers； the said personnel shall not seek such commercial opportunity as belong to the future brokerage company and hold concurrent post in other economic organizations.
Article 44 the manager levels devote themselves to their duty conscientiously， upon the basis of business operation in accordance with the law and regulations， as well no damage to social interests， pursue continuously the maximal interests of the futures brokerage company and seek great investment gains for the shareholders.
Article 45 the business operation and administration activities conducted by the manager levels， within the limit of powers， in accordance with the law， shall be intervened. The futures brokerage company shall defined the information in the company constitution that the manager levels is entitled to resist the board of shareholders and board of directors （shareholder or director） in violation against administration system on security money and risk control system， as well the request of withdrawing the registered capital， and shall report related information to he agency of china security supervisory commission at company's domicile.
Article 46 the reasonable functions shall be established between the members of manager levels， the members of manager levels in charge of the market development and transaction business shall be put in charge of such businesses as settlement-making or risk control business concurrently.
Article 47 the manager levels shall report such information as the operating performance， material contract， financial position， safety position of security money， risk position， operating prospects and business innovation of the futures brokerage company to the board of directors， the board of supervisors or the supervisor in the fixed time
Article 48 the manager levels shall be subject to the supervision form the board of supervisors or the supervisor， and shall not obstruct and prevent the supervisor from checking and auditing in accordance with the functions and powers.
Article 49 the manager levels shall establish and improve various meetings system. The manager levels shall make meetings record in holding meetings， the meetings record shall be submitted to the board of supervisors or the supervisor in the fixed time.
Article 50 the futures brokerage company stipulates clearly the emergency measures when the emergency circumstances result in no members of manager levels can fulfill the duty in the company constitution maintain the steady operation of the futures brokerage company.
Chapter 6 the performance evaluation and system of motivation and restraint
Article 51 the futures brokerage company shall establish the motivation system that salaries relate with company benefit and personal performance.
Article 52 the futures brokerage company shall establish the fair and public standard and procedure of performance evaluation for the director， supervisor and the members of manager levels.
Article 53 the form of evaluation， salaries and motivation for manager levels members shall be prescribed by the board of directors or subordinate salaries commission. The board of directors shall take the performance evaluation for the manager levels members as the basis on which the salaries and motivation for the manager levels members shall be arranged. The results and standards of performance evaluation shall be reported to the board of shareholders. No directors， supervisors and manager levels members shall participate in the decision course in which the salaries and performance evaluation of the said personnel shall be decided.
Article 54 where the directors， supervisors and manager levels members violate the law， regulations， rules and constitution of the futures brokerage company， and cause the losses to the futures brokerage company， the shareholders and futures investors and bear the direct responsibility， the said personnel shall be investigated.
Article 55 the interpretation： the terms “the related party and related transaction”-disclosure of relation and transaction of the related party in this provisions refers to the related party and related transaction defined in the Accounting Criteria for Enterprises by ministry of finance.
Article 56 China Security Supervisory Commission shall be in charge of interpreting the provisions.
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