Our reporter Su Xianggao
Trainee reporter Yang Jie
The regulatory deterrent force continues to be released.In order to further regulate the shareholders' equity behavior of banking and insurance institutions, on May 31, the China Banking and Insurance Regulatory Commission released the fifth batch of 43 shareholders with major violations of laws and regulations.In addition to the four batches previously disclosed, the China Banking and Insurance Regulatory Commission has disclosed 124 shareholders with major violations of laws and regulations, and their violations mainly include 16 aspects.
Experts interviewed by a reporter from "Securities Daily" said that to crack down on shareholders' violations of laws and regulations, on the one hand, it is necessary to improve supervision efficiency to ensure that illegal costs are higher than illegal benefits; on the other hand, it is also necessary to activate the effectiveness of internal risk control of banking and insurance institutions. Strengthen the shareholder access mechanism.
Regulatory "zero tolerance" signals clear
Shareholders exposed to major violations of laws and regulations
Illegal behavior of shareholders' equity and related transactions is the main manifestation of market chaos in the banking and insurance industry, and is one of the important sources of financial risks.
In recent years, the China Banking and Insurance Regulatory Commission has attached great importance to the supervision of shareholders' equity and included it in its annual arrangements.The 2021 work conference of the China Banking and Insurance Regulatory Commission clearly mentioned "strengthening the penetrating review of shareholders, regulating the behavior of major shareholders in accordance with the law, continuously cleaning up illegal and illegal shareholders, and establishing a normalized public disclosure mechanism for major illegal and illegal shareholders. Strengthen the construction and system construction of related party transactions supervision system"; The 2022 work conference of the China Banking and Insurance Regulatory Commission emphasized that "build a 'firewall' of industrial capital and financial capital, strengthen penetrating supervision of shareholders, and strictly prevent bancassurance funds from being used to blindly 'leverage'".
Guo Shuqing, chairman of the China Banking and Insurance Regulatory Commission, said at a press conference of the State Council Information Office on March 2 this year that to standardize the corporate governance structure, the "three meetings and one level" must be improved and strictly followed by laws.It is more important to draw lessons from the past and put shareholders under scrutiny.It is no longer possible to form a dominant share, related transactions, misappropriation of funds, and direct use of bank funds or insurance premiums for leverage and other investments. This situation must be prevented.
In response to the chaos of equity in the banking and insurance industry, the China Banking and Insurance Regulatory Commission has made great efforts to rectify it.Up to now, five batches of shareholders with major violations of laws and regulations have been disclosed, with a total of 124 shareholders, including 17 natural persons and 107 legal persons.
The reporter sorted out the five batches and noticed that the major violations of laws and regulations by shareholders of banking and insurance institutions mainly include the following 16 aspects: the source of capital for shareholding does not comply with regulatory requirements; illegal holding of shares in banking and insurance institutions; concealment of affiliate relationships; serious debt evasion; Shareholders and their related parties misappropriate and occupy funds in violation of regulations; illegally arrange personnel who have not been approved for their job qualifications to actually perform their duties as directors and senior executives; illegally transfer equity; use the platform’s fictitious business for financing; The department carries out risk disposal; illegally pledges the equity held for financing; illegally conducts related transactions or seeks improper benefits; shareholders or actual controllers have illegal and criminal acts involving gangs and evil; obtain administrative licenses by improper means; compile or provide false materials ; Affiliated shareholders hold more than a certain proportion of shares without administrative permission; single shareholder holds more than the regulatory limit.
"The above-mentioned actions have seriously damaged the capital security of banks and insurance companies and the rights and interests of financial consumers. At the same time, they have affected the sustainable and healthy development of the bancassurance market, and will also boost financial risks and further magnify the individual risks of a bank or insurance company. In addition, it will also affect the high-quality development of my country's economy." Liu Junhai, director of the Institute of Commercial Law of Renmin University of China, said in an interview with a reporter from "Securities Daily" that, in summary, the supervision insists on taking "" zero tolerance" attitude.
Involving a number of small and medium-sized rural banks
Supervision strictly restricts the behavior of major shareholders
Among the fifth batch of shareholders with major violations of laws and regulations disclosed this time, many small shareholders of rural commercial banks and village banks are involved.
In fact, the corporate governance of small and medium-sized banks is also one of the focuses of supervision.At the briefing meeting held by the China Banking and Insurance Regulatory Commission on May 20, the person in charge of the relevant departments of the China Banking and Insurance Regulatory Commission said that since the beginning of this year, the China Banking and Insurance Regulatory Commission has focused on investigating and punishing major shareholders' illegal pledge, equity nesting, equity holding and other equity issues. and other means of illegally conveying interests, as well as problems such as insider control and manipulation by major shareholders to hollow out institutions.
Regarding the next step, the person in charge of the relevant departments of the China Banking and Insurance Regulatory Commission said that the reform of small and medium-sized rural banks will be further promoted.These include strictly constraining the behavior of major shareholders, strengthening the management of related party transactions, and preventing them from improperly interfering with the internal operation and management of institutions; encouraging high-quality banks, insurance companies and other qualified institutions to participate in the merger and reorganization of small and medium-sized rural banks, and together with relevant departments to encourage the merger and reorganization of small and medium-sized banks Support policies to promote the merger, reorganization and regional integration of small and medium-sized rural banks in accordance with the principles of marketization and legalization.
"In order to do the above work in detail, it is necessary to upgrade supervision methods, change supervision ideas, forge supervision synergy, and improve supervision efficiency." Liu Junhai suggested that by dispatching a special work team, or entrusting an independent third party, including experts, scholars, lawyers and Accountants and banking professionals, etc., conduct third-party supervision of the company's rectification.At the same time, activate the effectiveness of the company's internal risk control, let the shareholders' meeting, the board of directors and the board of supervisors perform their own duties and go their own way, let the shareholders' meeting play an important role in major decision-making, and consolidate the functions of the board of directors. Be honest and trustworthy, be diligent and responsible, and consciously resist illegal and non-compliant investors from entering the bank.
There are many reasons for shareholders to violate laws and regulations
Multi-party efforts are needed to block the source of risk
There are many reasons behind the current violations of laws and regulations by various shareholders.
A person from the management of a small life insurance company told reporters that some companies had impure purposes and motives at the beginning of their establishment or entry into the insurance industry, or did not have a deep understanding of the law of industry development. For example, they simply thought that insurance companies were "cash cows". It can produce synergistic resonance benefits for the main business of shareholders, but insurance companies need a lot of cash flow and capital in the early stage and even in the middle stage of development.
In the view of Zhou Jin, a partner of PwC China's financial industry management consulting, the bottom line is that minority shareholders still use insurance companies as "financing tools" and use related transactions to misappropriate and occupy funds in violation of laws and regulations, even in order to achieve this purpose. , at the expense of taking illegal and illegal methods to obtain shareholder status, and through illegal personnel appointments to gain control over the company's operations, especially the use of funds.
Sheng Haibo, director of the Capital and Finance Department of Beijing Dongwei Law Firm, said in an interview with a reporter from Securities Daily that from the perspective of legal practice, it is recommended that bancassurance institutions avoid shareholders’ violations of laws and regulations in the following aspects: First, bancassurance institutions should strictly abide by national laws , administrative regulations and industry regulatory regulations, and operate legally and compliantly.Second, bancassurance institutions should avoid a dominant share from the very beginning of their establishment, and shareholders should restrict each other.In addition, the board of directors and management should be given a certain degree of independence and neutrality to prevent major shareholders from controlling the board of directors and management.Furthermore, bancassurance institutions should review existing shareholder loans and related businesses, and strictly regulate the corresponding procedures, avoidance procedures, and approval procedures for related party transactions.
In Liu Junhai's view, the most important thing to block the source of risk is to achieve two liters and two reductions, that is, increase the cost of illegality, reduce the income of illegality, and ensure that the cost of illegality is higher than the income of illegality; increase the income of trustworthiness, reduce the cost of trustworthiness, and ensure that The benefits of trustworthiness exceed the costs of trustworthiness.He suggested that the supervision mechanism of public reporting can be organically combined with a special administrative supervision mechanism to activate the enthusiasm of the people and the news media for supervision.In addition, it can further improve the company's governance structure, introduce and improve the independent director system, so that the organization can abide by the principles of rigorous procedures and legal content when making decisions, and prohibit all kinds of illegal behaviors through shareholder resolutions or organizational resolutions.
"At the regulatory level, it is necessary to strengthen the review and approval of shareholders' qualifications, increase supervision and inspection efforts, and discover various clues to crack down on related transactions. At the same time, it is also necessary to formulate a performance assessment mechanism for shareholders of banking and insurance institutions." Sheng Haibo said .
(Editor in charge: Guan Jing)
