The reporter learned on the 12th that the China Insurance Industry Association recently issued the implementation guide for the performance evaluation of directors and supervisors of insurance institutions, which aims to guide insurance institutions to establish a standardized and effective performance evaluation system for directors and supervisors, improve the corporate governance of insurance institutions, standardize the performance behavior of directors and supervisors, and promote the institutionalization and standardization of the performance evaluation of directors and supervisors of insurance institutions.
Performance evaluation is an important means for insurance institutions to supervise the behavior of directors and supervisors and an important starting point to improve the quality and efficiency of the operation of the board of directors and the board of supervisors. It should fully reflect the differences in the performance of different types of directors and supervisors, take into account the governance characteristics and governance practice of various insurance institutions, and follow the principles of law and regulation, objectivity and impartiality, unified standards, highlighting key points, scientific and effective The principle of strict accountability.
The implementation guide points out that the performance evaluation dimensions of directors and supervisors of insurance institutions include at least five basic dimensions: performing the duty of loyalty, performing the duty of diligence, performing the duty professionally, performing the duty independently and morally, and performing the duty in compliance. In the specific performance evaluation, insurance institutions should also pay attention to the work performance and performance of directors and supervisors in combination with the differentiated characteristics of different types of directors and supervisors and their positions in the board of directors and special committees of the board of supervisors.
In terms of differential evaluation of independent directors, the implementation guidelines require that independent directors of insurance institutions should have enough energy and time to effectively perform their duties, and work in insurance institutions for no less than 15 working days every year; It shall express objective and fair opinions on major connected transactions considered by the shareholders' meeting or the board of directors, nomination and removal of directors of insurance institutions, appointment and dismissal of senior managers, remuneration of directors and senior managers, profit distribution plan, employment or dismissal of external accounting firms, etc; Express objective and impartial opinions on other matters that may have a significant impact on the legitimate rights and interests of insurance institutions, minority shareholders and insurance consumers; In the decision-making process, it shall not be affected by shareholders, actual controllers, senior managers or other units or individuals with significant interests in insurance institutions, and pay attention to safeguarding the legitimate rights and interests of minority shareholders and other stakeholders.
The duty performance evaluation cycle is one year, and the evaluation period is from January 1 of the evaluation year to December 31 of the current year. For the directors and supervisors whose positions have changed during the evaluation year but have been in office for more than half a year, the evaluation shall be carried out according to their performance during their term of office. Evaluation methods can include data analysis, behavior observation, questionnaire survey, performance evaluation, discussion and interview, etc.
The annual performance of directors and supervisors of insurance institutions is divided into three levels: competent, basically competent and incompetent.
Among them, the directors and supervisors of an insurance institution under any of the following circumstances shall be rated as incompetent in the current year: divulging secrets and damaging the legitimate rights and interests of the insurance institution; Accepting illegitimate interests in the course of performing their duties, or taking advantage of the position of director and supervisor to seek private interests; Participating in or assisting shareholders in improper intervention of insurance institutions, resulting in significant risks and losses of insurance institutions; Concealing important facts, providing false materials or participating in the fabrication of false materials by insurance institutions; Concealing and failing to report major violations of laws and disciplines of insurance institutions and relevant personnel; The resolutions of the board of directors and the board of supervisors violate laws and regulations, regulatory provisions and the articles of association, resulting in major risks and serious losses of the insurance institution, and the directors and supervisors have not raised any objection; Refusing to correct the serious problems found in the performance evaluation; Other serious dereliction of duty recognized by the CIRC.
The board of directors and the board of supervisors shall be accountable to the directors and supervisors of insurance institutions whose evaluation results are "incompetent". Directors and supervisors who are rated as "incompetent" according to relevant provisions of the regulatory provisions may resign on their own initiative, or be dismissed by the insurance institution according to relevant procedures and reported to the regulatory authorities, and part or all of their remuneration as directors and supervisors shall be deducted accordingly. If the directors and supervisors perform their duties in violation of laws and regulations and cause losses to the insurance institution, the insurance institution shall recover the losses. If a director or supervisor is suspected of committing a crime, the insurance institution shall transfer it to the judicial organ in time.
