Recently, the State-owned Assets Supervision and Administration Commission of the State Council issued the Compliance Management Measures for Central Enterprises. These Measures shall come into force on October 1, 2022.
Order of The State-owned Assets and Administration Commission of the State Council
The Measures for the Compliance Management of Central Enterprises, which were deliberated and adopted at the 97th Executive Meeting of the State-owned Assets Supervision and Administration Commission of the State Council on July 28, 2022, are hereby promulgated and will come into force on October 1, 2022.
Hao Peng, director of State-owned Assets Supervision and Administration Commission of the State Council
August 23, 2022
Measures for the compliance Administration of central enterprises
Chapter I General rules
Article 1 In order to thoroughly implement Xijinping's rule of law thought, implement the strategic deployment of comprehensively governing the country according to law, deepen the construction of central enterprises under the rule of law, promote central enterprises to strengthen compliance management, effectively prevent and control risks, and effectively guarantee the deepening of reform and high-quality development, in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on State-owned Assets of Enterprises and other relevant laws and regulations, Formulate these measures
Article 2 These Measures shall apply to central enterprises authorized by the State-owned Assets Supervision and Administration Commission of the State Council (hereinafter referred to as SASAC) to perform the duties of investor.
Article 3 The term "compliance" as mentioned in these Measures means that the operation and management behavior of the enterprise and the performance behavior of the employee comply with national laws and regulations, regulatory provisions, industry norms and international treaties and rules, as well as the requirements of the company's articles of association and relevant rules and regulations.
The term "compliance risk" as mentioned in these Measures refers to the possibility of legal liability, economic or reputational loss and other negative effects caused by the violation of regulations of enterprises and their employees in the course of operation and management.
The term "compliance management" as mentioned in these Measures refers to the organized and planned management activities carried out by enterprises for the purpose of effectively preventing and controlling compliance risks, aiming at improving the level of operation and management in accordance with the law, and targeting the operation and management behaviors of enterprises and employees performing their duties, including the establishment of compliance systems, the improvement of operation mechanisms, the cultivation of compliance culture, the strengthening of supervision and accountability.
Article 4 SASAC shall be responsible for guiding and supervising the compliance management of central enterprises, evaluating the construction of the compliance management system and its effectiveness, and conducting responsibility investigations for violations according to relevant provisions.
Article 5 The compliance management of central enterprises shall follow the following principles:
1. Upholding Party leadership. Give full play to the leading role of the enterprise Party committee (Party group), implement the relevant requirements of the strategic deployment of comprehensive law-based governance, and run the Party's leadership through the whole process of compliance management.
2. Adhere to comprehensive coverage. Embed compliance requirements in all aspects of operation and management, run through the whole process of decision-making, implementation and supervision, and implement them to all departments, units and all employees to achieve multi-party linkage and top-down connection.
3. Ensure that powers and responsibilities are clear. In accordance with the requirements of "business management must manage compliance", clarify the responsibilities of business and functional departments, compliance management departments and supervision departments, strictly implement the compliance responsibilities of employees, and seriously hold violations accountable.
4. Be pragmatic and efficient. Establish and improve the compliance management system in line with the actual situation of enterprises, emphasize the management of key areas, key links and important personnel, make full use of big data and other information means, and effectively improve management efficiency.
Article 6 Central enterprises shall provide necessary conditions for compliance management work in terms of institutions, personnel, funds, technology, etc., to ensure the orderly development of relevant work.
Chapter II Organization and duties
Article 7 The Party Committee of the Central enterprise (Party group) shall play a leading role in guiding the direction, managing the overall situation and promoting the implementation, promoting the compliance requirements to be strictly followed and implemented in the enterprise, and constantly improving the legal compliance management level.
The central enterprises shall strictly abide by the party regulations and systems, and the party building organs of the enterprises shall, under the leadership of the Party Committee (Party group), perform their corresponding duties in accordance with the relevant provisions, and promote the effective implementation of the relevant party regulations and systems.
Article 8 The board of directors of a central enterprise shall play the role of formulating strategies, making decisions and preventing risks, and shall mainly perform the following duties:
(1) Review and approve the basic compliance management system, system construction plans and annual reports.
(2) To study and decide on major matters of compliance management.
(3) Promote the improvement of the compliance management system and evaluate its effectiveness.
(4) Decide on the setting and responsibilities of the compliance management department.
Article 9 Managers of central enterprises shall play the role of planning, implementing and strengthening management, and mainly perform the following duties:
(1) Formulate the compliance management system construction plan, and organize the implementation after approval by the Board of Directors.
(2) Formulate basic compliance management systems, approve annual plans, etc., and organize the formulation of specific compliance management systems.
(3) Organize responses to major compliance risk events.
(4) To guide and supervise the compliance management of all departments and affiliated units.
Article 10 As the first person responsible for promoting the construction of the rule of law, the principal person in charge of the central enterprise shall earnestly fulfill the responsibilities of important organizers, promoters and practitioners of the operation and management of compliance with the law, and actively promote the work of compliance management.
Article 11 The compliance committee set up by the central enterprise may work jointly with the leading institutions for the construction of the rule of law, coordinate the compliance management work, hold regular meetings, and study and solve key and difficult problems.
12th central enterprises should be based on the actual establishment of the chief compliance officer, no new leadership posts and the number of posts, by the general counsel concurrently, responsible for the main person in charge of the enterprise, leading the compliance management department to organize and carry out relevant work, guide the subordinate units to strengthen compliance management.
Article 13 The business and functional departments of central enterprises shall assume the main responsibility of compliance management and mainly perform the following duties:
(1) Establish and improve the business compliance management system and process of the department, carry out compliance risk identification and assessment, and prepare risk lists and response plans.
(2) Regularly sort out compliance risks of key positions, and incorporate compliance requirements into post responsibilities.
(3) Responsible for the compliance review of the department's operation and management behavior.
(4) Timely report compliance risks, and organize or cooperate in dealing with them.
(5) Organize or cooperate with the investigation and rectification of violations.
The central enterprise shall set up compliance administrators in the business and functional departments, who shall be the backbone of the business and receive the business guidance and training of the compliance management department.
Article 14 The compliance management department of the central enterprise takes the lead in the compliance management of the enterprise, and mainly performs the following duties:
(1) Organize the drafting of compliance management basic systems, specific systems, annual plans and work reports.
(2) Responsible for compliance review of rules and regulations, economic contracts and major decisions.
(3) Organize the identification, early warning and response of compliance risks, and evaluate the effectiveness of the compliance management system according to the authorization of the Board of Directors.
(4) Accept reports of violations within the scope of their duties, put forward opinions on classified disposal, and organize or participate in the investigation of violations.
(5) Organize or assist business and functional departments to carry out compliance training, accept compliance consultation, and promote the informatization construction of compliance management.
Central enterprises shall be equipped with full-time compliance management personnel commensurate with the scale of operation, business scope and risk level, strengthen business training, and enhance professional level.
15th central enterprise discipline inspection and supervision institutions and audit, inspection, supervision and accountability departments in accordance with the relevant provisions, within the scope of their powers to supervise the implementation of compliance requirements, investigate violations, in accordance with the provisions to carry out accountability.
Chapter III system construction
Article 16 Central enterprises should establish a sound compliance management system, according to the scope of application, effectiveness levels, etc., to build a graded and classified compliance management system system.
Article 17 Central enterprises shall formulate a basic system for compliance management, clarifying the overall objectives, institutional responsibilities, operational mechanisms, assessment and evaluation, supervision and accountability.
Article 18 Central enterprises shall formulate specific systems or special guidelines for compliance management in key areas such as anti-monopoly, anti-commercial bribery, ecological and environmental protection, production safety, labor and employment, tax administration, data protection, and businesses with high compliance risks.
Central enterprises shall formulate special compliance management systems for important areas of foreign-related business in accordance with the laws and regulations of the country (region) where they are located and in light of actual conditions.
Article 19 Central enterprises shall revise and improve the rules and regulations in a timely manner in accordance with changes in laws and regulations and regulatory policies, and inspect the implementation.
Chapter IV operation mechanism
Article 20 The central enterprise shall establish a compliance risk identification, assessment and early warning mechanism, comprehensively sort out the compliance risk in the operation and management activities, establish and regularly update the compliance risk database, analyze the possibility of risk occurrence, impact degree, potential consequences, etc., and timely warn the typical, universal or risks that may have serious consequences.
Article 21 The central enterprise shall embed the compliance review as a necessary procedure in the operation and management process, and the compliance review opinions on major decision matters shall be signed by the chief compliance officer, who shall give clear opinions on the compliance of the decision matters. Business and functional departments and compliance management departments improve the review standards, processes and priorities according to their responsibilities and powers, and regularly evaluate the review.
22nd central enterprise compliance risk, the relevant business and functional departments should take timely measures, and in accordance with the provisions of the compliance management department report.
Central enterprises due to violations caused by major legal disputes, major administrative penalties, criminal cases, or sanctions by international organizations and other major compliance risk events, resulting in or may cause major asset losses or serious adverse effects of the enterprise, should be led by the chief compliance officer, compliance management department overall coordination, relevant departments coordinated, timely take measures to properly respond.
If a central enterprise has a major compliance risk event, it shall report to SASAC in a timely manner in accordance with relevant provisions.
Article 23 The central enterprise shall establish a rectification mechanism for violations, plug management loopholes by improving rules and regulations, optimizing business processes, etc., and improve the level of operation and management according to law and compliance.
Article 24 The central enterprise shall set up a platform for reporting violations, publish the reporting telephone number, mailbox or mailbox, and the relevant departments shall accept the reporting violations according to their duties and powers, and investigate and deal with the reporting problems, and transfer the assets losses or serious adverse consequences to the responsible departments; Suspected violations of discipline and law shall be handed over to relevant departments or institutions such as discipline inspection and supervision in accordance with regulations.
The central enterprise shall keep the identity of the informant and the matters reported strictly confidential, and may give appropriate rewards to the informant who reports the truth. No unit or individual may retaliate against an informant in any form.
Article 25 Central enterprises shall improve the mechanism of accountability for violations, clarify the scope of responsibility, refine accountability standards, promptly investigate problems and clues, and seriously investigate violations in accordance with relevant provisions.
The central enterprise shall establish a record system for the operation and management of the subordinate unit and the violation of employees' performance of duties, and take the nature, frequency of occurrence and degree of harm of the violation as an important basis for assessment, evaluation and rank evaluation.
Article 26 Central enterprises should be based on the actual establishment and improvement of compliance management and legal management, internal control, risk management and other collaborative operation mechanism, strengthen overall coordination, avoid cross-duplication, improve management efficiency.
Article 27 Central enterprises should regularly carry out compliance management system effectiveness evaluation, for key business compliance management timely conduct special evaluation, strengthen the application of evaluation results.
Article 28 Central enterprises shall take compliance management as an important part of the construction of the rule of law and include it in the assessment and evaluation of their affiliated units.
Chapter V Compliance culture
Article 29 Central enterprises shall incorporate compliance management into the rule of law thematic study of the Party Committee (Party group), promote enterprise leaders to strengthen compliance awareness, and take the lead in carrying out operation and management activities according to law and regulations.
Article 30 The central enterprise shall establish a regular compliance training mechanism, formulate an annual training plan, and make compliance management a compulsory part of training for managers, key positions and new recruits.
Article 31 Central enterprises should strengthen compliance publicity and education, timely issue compliance manuals, organize the signing of compliance commitments, strengthen all staff law-abiding integrity, compliance awareness.
Article 32 Central enterprises shall guide all employees to consciously practice the concept of compliance, comply with compliance requirements, receive compliance training, be responsible for their own behavior compliance, and cultivate a compliance culture with enterprise characteristics.
Chapter VI information construction
Article 33 Central enterprises should strengthen compliance management information construction, based on the actual compliance system, typical cases, compliance training, violation records into the information system.
Article 34 Central enterprises shall regularly sort out business processes, find compliance risk points, use information means to embed compliance requirements and prevention and control measures into the process, strengthen compliance review for key nodes, and strengthen process control.
Article 35 Central enterprises should strengthen the compliance management information system and financial, investment, procurement and other information systems interconnection, to achieve data sharing and sharing.
Article 36 Central enterprises shall use big data and other technologies to strengthen real-time dynamic monitoring of key areas and key nodes to achieve immediate early warning and rapid disposal of compliance risks.
Chapter VII Supervision and accountability
Article 37 Central enterprises in violation of the provisions of these measures, due to compliance management is not in place to cause violations, SASAC can interview the relevant enterprises and instruct them to rectify; If losses or adverse effects are caused, SASAC shall carry out responsibility investigation in accordance with relevant provisions.
Article 38 The central enterprise shall investigate the responsibility of the units and personnel who fail to find the problem of violation due to intent or gross negligence in the course of performing their duties, or who find that there are dereliction of duty in the problem of violation and cause losses or adverse effects to the enterprise.
Chapter VIII Supplementary Provisions
Article 39 The central enterprises shall, in accordance with these Measures, formulate and improve the compliance management system in light of the actual situation, and promote the subordinate units to establish and improve the compliance management system.
Article 40 Local state-owned assets supervision and administration institutions shall guide their invested enterprises to strengthen compliance management by referring to these measures.
Article 41 The SASAC shall be responsible for the interpretation of these measures.
Article 42 These Measures shall come into force as of October 1, 2022.
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