340,000 securities practitioners have noticed! These practice red lines will make you banned for life! New regulations on financial anti-corruption, regulators also apply new regulations
Stirring the integrity of the securities and futures industry across the industry from today's implementation!
This means that all kinds of hidden rules hidden in the industry will be concentrated. Not only the industry and institutions should prevent the transfer of interests from the internal control level, but individuals also have to avoid bribery or bribery from the level of integrity.
Capital market supervision is becoming more and more strict. Financial anti-corruption and full-scale rectification have become the basis for the steady development of the securities and futures industry. Specifically, the rules mainly include the following contents:
1. The securities and futures operating institutions shall establish an internal control system for integrity, formulate specific and effective ex ante risk prevention systems, in-process control measures and after-the-fact responsibility mechanisms, and evaluate the types of business, links and related work, including business contracting and commitment. Doing, selling, trading, settlement, delivery, investment, procurement, business cooperation, recruitment and application for administrative licensing, regulatory enforcement and self-discipline management.
2. Securities and futures operating institutions should strengthen financial and commercial disciplines and eliminate irregular behaviors such as accounts and accounts. Establish clear internal decision-making processes and specific standards for expenses incurred in business activities to ensure legal compliance of related expenses.
3. Securities and futures operating agencies and their staff members shall not send illegitimate benefits to public officials, customers, prospective customers or other interested parties in the development of securities and futures business and related activities: including the provision of gifts, gifts, real estate, Cars, securities, equity, commission return and other property, providing travel, banquet, entertainment and fitness, work arrangements, arrangements for structured, high-yield, capital preservation and wealth management products that deviate significantly from fair prices, directly or indirectly provide insider information Information, undisclosed information, trade secrets, etc.
4. The staff of securities and futures operating agencies shall not seek illegitimate interests, including accepting the property or interests of others; directly or indirectly using insider information, undisclosed information, trade secrets, etc. provided or actively obtained by others.
5. To refine the investment banking business, and to refine the outstanding issues such as “hunting” supervision staff, listening to confidential information, interfering with audit work, instigating or assisting others to pay bribes. When conducting investment banking business, securities and futures operating institutions and their employees shall not acquire the equity of the listed company for themselves or their stakeholders in a non-fair price or improper manner; intend to merge and restructure the equity of the listed company or the equity of the underlying assets; Repurchase bonds; disclosure of securities issuance inquiry and pricing information, manipulation of securities issuance prices, etc.
6. The securities and futures operating institutions shall carry out internal inspections of honesty and cleansing on a regular or irregular basis, promptly rectify the problems found, and deal with them seriously. Before April 30 of each year, report to the relevant agencies of the China Securities Regulatory Commission on the management of the integrity of the previous year.
7. The staff of securities and futures operating agencies will send improper benefits to public officials and their stakeholders in the development of securities and futures business and related activities, or instigate and assist others to convey improper benefits to public officials and their stakeholders. Seriously, the CSRC may adopt measures to ban the life market in accordance with the law.
8. A securities company shall abide by independent duties, diligence and due diligence, and reasonably use third-party services in accordance with regulations and objective needs, and shall not outsource statutory duties. The liability of a securities company in accordance with the law shall not be mitigated or waived by the hiring of a third party. The securities company shall have a sound internal control system, increase its control and control, conduct a compliance review on the actions of hiring third-party organizations or individuals, and effectively prevent the risk of violations of the interests transmitted by third-party organizations or individuals.
9. Explicitly disclose the information disclosure requirements for the securities company's related employment behaviors, and require the securities company to continuously disclose the key elements such as the type of agency, service content and cost standards.
10. The securities company shall verify and express its opinions on the relevant employment and legal compliance of the investment banking project, and the investment banking project submitted to the China Securities Regulatory Commission and the respective law organizations from today shall be hired. Three parties.
The wind of financial anti-corruption has been scraped into the capital market and will be implemented from now on.
When the wind of financial anti-corruption is blown into the capital market, two institutional rules have been formed. One is the “Regulations on the Integrity of Securities and Futures Operating Organizations and Their Staff” (the “Regulations”), and the other is “On Strengthening Securities Companies. Opinions on hiring third-party and other honest and professional risk prevention and control in investment banking business (referred to as “Opinions”).
Both documents have previously been consulted. On May 4, 2018 and December 29, 2017, the CSRC publicly solicited opinions on the "Regulations" and "Opinions".
As of the end of the consultation, the "Regulations" received a total of 68 comments and suggestions from 12 units and 13 individuals. The "Opinions" received 45 opinions and suggestions from 16 units and 1 individual. Judging from the feedback, Chang Depeng, spokesperson of the China Securities Regulatory Commission, said that all parties agreed and gave high marks to the basic ideas, overall framework and main contents of the Regulations and Opinions. At the same time, the parties concerned also put forward some specific amendments. On the basis of comprehensive consideration of the status quo of the industry and the actual supervision, the CSRC adopted reasonable and feasible opinions and suggestions, revised the title of the Opinions, and improved the relevant contents of the Regulations and Opinions.
Chang Depeng said that all securities and futures operating institutions must strictly implement the requirements of the "Regulations" and "Opinions", effectively strengthen the responsibility of the risk prevention and integrity of the industry, and promptly establish relevant internal control systems and earnestly perform various duties. The CSRC will urge the securities and futures operating agencies to seriously implement the information disclosure review and in-depth inspections on the spot, and seriously deal with violations of the "Provisions" and "Opinions".
Business expenses must have standards
The improved rules clarify that the China Securities Regulatory Commission should strengthen the supervision and management of the securities and futures operating agencies and their staff. China Securities Industry Association, China Futures Association, China Securities Investment Fund Association and other self-regulatory organizations conduct self-discipline management of securities and futures institutions and their staff in accordance with the articles of association and relevant self-discipline rules, and securities and futures institutions undertake the risk prevention of integrity. Control the subject responsibility.
According to the "Regulations", securities and futures operating agencies shall appoint special departments to supervise and inspect the integrity of the organization and its staff, give full play to the joint efforts of discipline inspection and supervision, compliance, auditing and other departments, and find problems in a timely manner, and timely and major issues. report. At the same time, we should establish and improve the internal control system for honesty and integrity, formulate specific and effective ex ante risk prevention systems, in-process control measures and after-the-fact accountability mechanisms, and conduct scientific and systematic integrity risk assessments on the types, links and related work of the businesses involved. Identify the risk points of integrity.
Among them, business types and links include business contracting, contracting, sales, trading, settlement, delivery, investment, procurement, business cooperation, personnel recruitment, as well as applying for administrative licensing, accepting regulatory enforcement and self-discipline management. The securities and futures operating institutions shall incorporate the staff's integrity into the staff management system, and examine and evaluate their integrity in the event of personnel hiring, promotion, promotion, resignation, and assessment, auditing, and auditing.
The "Regulations" also require that securities and futures operating institutions should strengthen financial brokerage laws and eliminate irregular behaviors such as accounts and accounts. Establish clear internal decision-making processes and specific standards for expenses incurred in business activities to ensure legal compliance of related expenses.
A number of prohibitions have been issued
The Regulations stipulate a number of prohibitions. Among them, securities and futures institutions and their staff members may not send illegitimate benefits to public officials, customers, prospective customers or other interested parties in the following ways in conducting securities and futures business and related activities:
The first is to provide gifts, gifts, real estate, automobiles, securities, equity, commission returns and other property, or to provide convenience for the above acts;
The second is to provide tourism, banquet, entertainment and fitness, work arrangements and other benefits;
The third is to arrange transactions such as structured, high-yield, and guaranteed wealth management products that deviate significantly from fair prices;
The fourth is to provide insider information, undisclosed information, trade secrets and customer information directly or indirectly to others, express or imply that others engage in related trading activities;
Fifth, other situations that convey illegitimate interests.
For securities and futures operating agencies and their staff in accordance with the internal regulations and limited standards established by the securities and futures operating agencies in accordance with the law, and reasonable marketing according to law, the above provisions shall not apply.
Staff members of securities and futures operating agencies may not seek illegitimate interests in the following ways, including:
The first is to accept or claim the property or interests of others directly or indirectly in the form listed above;
The second is to directly or indirectly use insider information, undisclosed information, trade secrets and customer information provided or actively obtained by others to seek benefits;
The third is to induce customers to engage in unnecessary transactions, use customer trust assets to conduct unnecessary transactions, and so on;
The fourth is to engage in profit-making business activities in violation of regulations, and to violate the rules and duties that may affect their independence or engage in activities that conflict with the legitimate interests of the institution or investor;
The fifth is to use the powers of violation to provide convenience for close relatives or other interested parties to engage in profit-making business activities;
Sixth is the case of other illegitimate interests.
The "Rules" also stipulates that securities and futures institutions and their staff shall not interfere with or instigate or interfere with the supervision and management of securities futures or self-discipline management in the following ways, including affecting supervision or self-discipline management decisions in an improper manner; Self-discipline management staff work arrangements; access to internal information; assistance to stakeholders, refusal, interference, obstruction or failure to cooperate with supervisors to exercise supervision, inspection, investigation authority.
For investment banking business, the rules require that securities and futures operating agencies and their staff must not have seven types of situations, including:
First, obtain the equity of the company to be listed for itself or a stakeholder by unfair price or improper means;
2. Obtaining the equity of the listed company or the equity of the underlying assets for the self-employed or interested parties for non-fair price or improper manner;
Third, the non-fair price is used as a stakeholder to place bonds or to stipulate repurchase bonds;
Fourth, leaking securities issuance inquiry and pricing information, and manipulating the issue price of securities;
Fifth, directly or indirectly through the employment of third-party institutions or individuals to transfer benefits;
Sixth is familiar with the supervisor or other relevant personnel, or at a promised price,interest rate, obtaining approvals and obtaining approval time, etc. as a means of attracting projects and agreeing on service fees;
Seventh is other acts of transporting or seeking illegitimate interests.
Investment banks need to hire a third party to express their opinions on integrity control
In response to the high-risk links of investment banking business interests, the CSRC has also formulated special rules requiring securities companies to engage in various types of third-party institutions and individuals in the investment banking business to express their opinions on the risk prevention and control of integrity. Including underwriting and sponsorship, listed company mergers and acquisitions financial advisors, corporate bond trust management, non-listed public company recommendations and other businesses with investment banking characteristics, such as asset securitization.fund companySubsidiaries are required to hire third parties to carry out asset securitization business.
The "Opinions" pointed out that securities companies should earnestly enhance the awareness of risk prevention and responsibility of integrity, prohibit the use of various forms of interest transfer, commercial bribery, etc., use third-party services reasonably, and must not outsource statutory duties. The liability of a securities company in accordance with the law shall not be mitigated or waived by the hiring of a third party. It also pointed out that securities companies should establish a sound internal control mechanism, comprehensively improve the level of compliance risk control, formulate a system for hiring and hiring third parties, clarify the qualifications and selection procedures for third parties, and strictly perform background checks, contract reviews, fee approvals, etc. The process strengthens the management and control of the various types of third-party behaviors paid in the investment banking business to ensure the legal compliance of the relevant employment activities.
If a securities company directly or indirectly employs a third party in an investment banking business, it can only pay the employment fee with its own funds. The opinion also clarifies the information disclosure requirements for the securities company's related employment behavior. If the securities company does not have any kind of direct or indirect compensation for the third party in the investment banking business, the project application should indicate in the disclosure document that there is no undisclosed. Hire third party behavior.
Moreover, securities companies should conduct special inspections on the service targets of investment banking projects, and pay attention to whether they exist directly in securities firms that are required to be hired by law firms, accounting firms, asset appraisal institutions, rating agencies, etc. Or indirectly hiring other third parties for compensation, and whether the relevant employment behavior is legal and compliant.
After the application for investment banking projects is submitted to the end of the period of continuous supervision and entrusted management, if the securities company and its clients newly hire third parties or the original employment changes, the securities company shall perform compliance review and information disclosure in a timely manner. , verification and commenting procedures.
Touch the red line, the administrative punishment "serving"
The "Rules" require securities and futures operating institutions to carry out internal inspections of honesty and cleansing on a regular or irregular basis, promptly rectify the problems found, and deal with those responsible seriously. It is also required that the securities and futures operating agencies should submit the report on the integrity management of the previous year to the relevant agencies of the China Securities Regulatory Commission before April 30 of each year. In the on-site inspection of securities and futures operating agencies and their staff, the China Securities Regulatory Commission may include the integrity management in the inspection scope.
In terms of administrative penalties, if the securities and futures operating agencies and their staff violate the regulations, the CSRC may issue a warning letter, order to participate in the training, order regular reports, order corrections, supervise the conversation, identify them as inappropriate candidates, and temporarily not accept the administration. Administrative regulatory measures such as licensing related documents. If the securities and futures operating agencies and their staff violate the regulations and constitute a violation of the Securities Law, Securities Investment Fund Law, Securities Companies Supervision and Administration Regulations, and Futures Trading Management Regulations, the CSRC may take restrictions on business activities. Restrict the payment of remuneration to directors, supervisors, and senior management personnel, provide welfare, and order the replacement of directors, supervisors, senior management personnel and other administrative supervision measures, and impose penalties in accordance with relevant laws and regulations.
From the warnings, fines of up to 30,000 yuan, to the life-time market ban, the rules have been specifically stipulated. Direct, indirect or instigation, assisting others to transfer benefits to supervisors; continuous or multiple violations of regulations; involving large amounts or involving more personnel; causing adverse social impacts; formerly public officials, especially supervisors, and former securities If the personnel of the futures operation organization comply with the regulations, the CSRC will deal with it in violation of the regulations.
For suspected violations of party discipline and political discipline, the CSRC will notify the relevant competent authorities of the discipline inspection and supervision department; if they are suspected of committing crimes, they shall be transferred to the supervisory and judicial organs in accordance with the law and pursue their criminal responsibility.
From regulation to industry are regulated
It is worth noting that the provisions of the securities and futures business institutions refer to securities companies, futures companies, fund management companies and their subsidiaries. The stipulated supervisors include those who are engaged in supervision work by the China Securities Regulatory Commission and its dispatched institutions, industry associations, securities and futures exchanges, and national small and medium-sized enterprise stock transfer systems, members of the issuance review committee, and members of the merger and reorganization committee. Private fund managers, other public fund managers, securities and futures investment advisory agencies, securities credit rating agencies,Fund salesInstitutions, fund custodians, and fund evaluations,Fund valuationSecurities and futures service institutions such as information technology services are implemented in accordance with regulations.