Article 1 In order to regulate the governance structure of insurance companies and strengthen the compliance management of insurance companies, the present Guidelines are set down according to the Company Law of the People's Republic of China, the Provisions on Administering Insurance Companies, the Guiding Opinions concerning Regulating the Governance Structure of Insurance Companies and other laws and regulations.

The CSRC also points out that it will comply with the new Code to study and improve relevant regulations and normative documents, guide self regulatory organizations of stock exchanges and the China Association for Public Companies to formulate and revise relevant self regulatory rules, and gradually improve the governance rules system of listed companies.

Where there is no local code on corporate governance, companies should follow recognized international good practices.

(1) the company's objective and basic principles of the compliance management

The idea is also expressed in the Malaysian Code on Corporate Governance (2000).

Meanwhile, it will strengthen the training of listed companies, strengthen the consciousness of improving governance and standardizing operation of listed companies, and constantly improve the quality of listed companies.

The report revisits the content of major corporate governance codes and regulations since 2002, with a focus on financial disclosures, a range of non financial disclosures, disclosures in relation to general meetings, the timing and means of disclosures and the disclosure of the degree of compliance with local or other codes of corporate governance.

The board of directors and the senior managers of an insurance company shall advocate ethics and values of honesty and good faith, advocate such philosophies as voluntary compliance and compliance bringing about values, etc., and make internal compliance management and external supervision better interacted with each other.

Please carry them out in light of your actual situation.

Some information related to corporate governance may require immediate disclosure, and some codes and listing requirements address this issue.

Guidelines for the Compliance Management of Insurance Companies

Article 2 The term compliance as referred to in the present Guidelines means that insurance companies and their employees and marketing staff shall carry out insurance operation and management behaviors subject to the related laws and regulations, provisions of insurance regulatory organs, self discipline rules of the industry, their internal management system and the ethic code of honesty and good faith.

The compliance chief and the compliance department of an insurance company shall ensure that all important internal management systems and business procedures are in compliance.

The report provided in particular an overview of the main international initiatives in corporate governance disclosures and discussed the status of implementation of good practices of corporate governance disclosures at the company level.

It is recognized that there is an increase in the number of corporate governance accolades, awards, ratings, rankings and even corporate governance stock market indexes where constituents are selected on the basis of good practices in corporate governance.

Some codes specifically require financial literacy (e.g. the National Association of Corporate Directors in the United States) or knowledge of business and financial technology (e.g. the Brazilian Institute of Corporate Governance).

Foreign investment in Croatia was constitutionally protected and regulated under the law on trading companies and other provisions.

(5) Corporate governance and its status

The corporate governance structures in place to assess, manage and report on these types of risks should be the subject of corporate governance disclosure.

Article 22 If a securities firm sets up an agency that performs business management rights of the securities firm, it should clearly states it name, constitution, roles, responsibilities and rule of procedure in the company regulation.

The general manager of a branch office or central sub branch of the insurance company shall perform the compliance duties that are prescribed in Items 3 and 5 of the preceding Paragraph.

Schering Plough's Corporate Governance Guidelines and Standards of Global Business Practices contains environmental provisions that could serve as an analogue for provisions on biological weapons (http phx.corporate ir.net phoenix.zhtml?c 89839 p irol govhighlights ).

In other cases, oligopolies may be created by rules requiring specific conditions that companies must meet for eligibility, or may be introduced by rules dictating preferential treatment for some companies (for example, domestic versus foreign).

Moreover, the rules containing the general principles of company law had not been specified.

For example, the Dey Report (Canada), the Vienot Report (France), the Korean Stock Exchange Code, Malaysia's Report on Corporate Governance, Mexico's Code of Corporate Governance, and the King II Report (South Africa) specify board functions as strategic planning, risk identification and management selection, oversight and compensation of senior management, succession planning, communications with shareholders, integrity of financial controls and general legal compliance.

The revised Code requires the listed companies to implement innovative, coordinated, green, open and shared development concepts in corporate governance, increase the requirements for Party building of listed companies, and strengthen the leading role of listed companies in terms of environmental protection and social responsibility.

Almost all corporate governance codes describe the basic responsibility of the board for reviewing financial statements, approving them, and then submitting them to shareholders.

The application of laws addressing officer and director responsibilities and liabilities are closely related to a country's other legal rules and statutory provisions on corporate governance.

The purpose of these important rules is to protect outside investors from the opportunism of insiders. When such rules are too lax, insiders face insufficient constraints on their ability to run the firm in ways that serve their private interests at the expense of outside, general investors.

To improve corporate governance and investor protection, public officials and investors in countries whose capital markets are dominated by controlled companies should be wary of global governance standards developed for US companies. They should focus on the special problems of controlled companies and on the rules that would work best for protecting smaller investors in such companies.

While the insurance company shall establish the compliance departments or compliance posts in its branch offices in light of its business scale, organizational structure and risk management work demands.

The CSRC points out that the revised Code covers the basic concepts and principles of corporate governance of listed companies, the composition and operation of shareholders' meetings, the board of directors and board of supervisors, the rights and obligations of directors, supervisors and senior managers, the incentive and restraint mechanism of listed companies, and the behavioral norms of controlling shareholders and their related parties.

But there was no evidence that TNCs felt obliged to abide by the Set in their activities, nor that developing countries were able to enforce the Set in their dealings with TNCs.

(3) under the leadership of the board of directors and the general manager, setting down the annual compliance risk management plan, taking full charge of the compliance management work and directing the work of the compliance department and persons in the compliance related posts

Related to this comply or explain rule, some countries now require companies with foreign listings to disclose the extent to which the local governance practices differ from the foreign listing standards.

On all matters not covered by these rules, the Chairman shall apply the Rules of Procedure of the Functional Commissions of ECOSOC.

An insurance company shall do the same for the compliance department or the compliance posts of its branch office when conditions permit.

The compliance chief shall be a senior manager of the parent company, and may not concurrently take charge of the business department or the financial department.

Switzerland added that, as a rule, executive decisions relating to political activity might not be referred to the judiciary.

(4) the framework of compliance management and routes for reporting information

Article 6 The board of directors of an insurance company shall bear ultimate liabilities for the compliance management of the company, and shall perform the compliance duties as follows

(a) The rules of procedure of the functional commissions of the Economic and Social Council

The Indian Code, for instance, requires disclosure about remuneration in a section of the annual report on corporate governance, in addition to suitable disclosure on director's remuneration in the profit and loss statement.

The Group of Experts had noted that in view of new developments in corporate governance disclosures, there might be a need to update the secretariat's report entitled Transparency and disclosure requirements for corporate governance , which had first been discussed at the nineteenth session of ISAR.

Head of the Political Affairs and Planning Division