Time Comment: It is by no means empty talk to restrict the abuse of power of the Bank of China.

Article Source: Finance Association

On July 14, the personal insurance department of the Banking Insurance Regulatory Commission recently issued supervision opinions to Qianhai Life. The regulatory documents stated that Qianhai Life Insurance had no knowledge of the recent convening of the temporary shareholders' meeting. The meeting did not notify the supervisory agency in advance in accordance with the company's articles of association and regulatory requirements, and did not notify the supervisory agency in advance.

The direct cause of supervision is that on July 11, the official website of Baoneng Group suddenly announced that its company Qianhai Life recently held an interim shareholders meeting and the board of directors to avoid the positions and general managers of Shen Chengfang Company. Chen Lin, chairman of the board of supervisors. Overnight, Qianhai Life became a company without chairman, general manager, and no supervisor. The structure of the board of directors was also imbalanced -except for five independent directors, the directors were only one. The CBRC stated that Yao Zhenhua, the actual controller of Qianhai Life Insurance, was interviewed and ordered to correct the issue of violations.

The intervention and intervention of this supervision is very timely and necessary, because this is a typical major shareholders who do not follow the prescribed procedures to directly interfere with the company's specific business affairs. This case also reminds us that although the supervision of the three orders and five applications, it is still not easy to effectively restrain the abuse of power of major shareholders in practice.

Qianhai Life Life's shareholder Shenzhen Yishenghua Co., Ltd. and the controller's violation of the company law and the company's articles of association, held a temporary shareholders' meeting. The illegal resolution made the company in a "group dragon without head" and the stability and development of financial enterprises Extremely negative effects. Senior management personnel and decision -making personnel have a large -scale vacancy, which means that it is difficult for enterprises to operate effectively and hidden operational risks. As a financial enterprise, the enlarged and associated effects of this risk are far beyond the general enterprise.

On October 14, 2021, the CBRC issued the implementation of the "Measures for the Supervision of the Shareholders of Bank Insurance Agency (Trial)" (hereinafter referred to as the "Measures"), which clearly set out multiple red lines for the behavior of major shareholders. Article 14, paragraph 4 of the Measures clearly stipulates that major shareholders shall not interfere with the normal business decision -making procedures of bank insurance institutions. However, from this case, Qianhai Life is obviously impossible to restrict major shareholders, and the actual controller can abuse shareholder rights at will, and exaggerated. In this way, it is difficult to imagine how the other 8 situations listed in Article 14 of the Measures can eliminate the actual impact of major shareholders. Therefore, the supervision of the opinions issued this time requires the company to strictly implement the supervision requirements in accordance with the "Measures", and also specifically pointed out that the company should prohibit shareholders' use of affiliated transactions for benefit transfer and asset transfer, and shall not invade the embezzlement of insurance funds.

From the perspective of corporate governance, it is not uncommon for enterprises to be influenced and restricted by major shareholders. This time, the practices and results of Qianhai Life's major shareholder Shenzhen Yishenghua Company's "Operation" temporary shareholders' meeting and board of directors obviously did not consider the best direction of the company's development. This also shows that the current operation of the company in small and medium -sized financial institutions needs to be regulated, the independence of the company needs to be protected, strengthen the authority of the company's articles of association and company law, restrict the abuse of power of major shareholders. Empty talk.

When the CBRC previously answered the reporter's question, it has clearly stated that bank insurance institutions should adhere to independent operations, establish an effective risk isolation mechanism, and effectively prevent conflicts of interest and risk infection. The "Measures" require that bank insurance institutions strengthen equity management and affiliate transaction management, focus on the behavior of major shareholders, and establish mechanisms such as the rights and obligations of major shareholders, information tracking and verification, and regular evaluation and reporting. Major shareholders must pursue compensation in accordance with the law and actively safeguard their rights and interests.

The Qianhai Life Insurance incident also shows that the independence of the enterprise needs "foreign aid" to maintain it. Enterprises must make good use of external forces, including media, regulatory authorities, social organizations, and social people to enhance their independence. Once the violation of the regulations or the decision of the board of directors, it should be advocated in a timely manner and corrected. Similar incidents are indeed very rare. On December 3, 2008, Zhejiang Huarui Group Co., Ltd., a shareholder of Dubang Property Insurance Co., Ltd., etc., once ignored the strong opposition of many legal person shareholders and the persuasion of the regulatory authorities to forcibly held a temporary shareholder meeting. And passed the so -called "resolution". However, the People's Court of Plus District, Jilin City, made a ruling and announced that the meeting's resolution was invalid.

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