On November 2, 2018, the State-owned Assets Supervision and Administration Commission of the State Council issued the "Guidelines for the Compliance Management of Central Enterprises (for Trial Implementation)" to promote central enterprises to comprehensively strengthen compliance management, accelerate the improvement of legal and compliant operation and management levels, focus on building a central enterprise governed by law, and ensure the sustainable and healthy development of enterprises. The full text is as follows:
Article 1: In order to promote central enterprises to comprehensively strengthen compliance management, accelerate the improvement of legal and compliant operation and management levels, strive to create a central enterprise governed by law, and ensure the sustainable and healthy development of enterprises, these Guidelines are formulated in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on Enterprise State-owned Assets, and other relevant laws and regulations.
Article 2 The term "central enterprise" as used in these Guidelines refers to a state funded enterprise that performs the functions of a contributor by the State Assets Supervision and Administration Commission of the State Council (hereinafter referred to as the SASAC).
The term "compliance" as used in these Guidelines refers to the compliance of central enterprises and their employees' business management behaviors with laws and regulations, regulatory provisions, industry standards, corporate bylaws, rules and regulations, as well as international treaties and rules.
The term "compliance risk" as used in these Guidelines refers to the possibility that central enterprises and their employees may incur legal liability, be subject to relevant penalties, cause economic or reputational losses, and other negative impacts due to non-compliance.
The term "compliance management" as used in these Guidelines refers to organized and planned management activities aimed at effectively preventing and controlling compliance risks, targeting the operation and management behaviors of enterprises and employees, including system development, risk identification, compliance review, risk response, accountability, assessment and evaluation, and compliance training.
Article 3 The SASAC is responsible for guiding and supervising the compliance management of central enterprises.
Article 4 Central enterprises should accelerate the establishment and improvement of a compliance management system in accordance with the following principles:
（1） Full coverage. Adhere to covering compliance requirements in all business areas, departments, subsidiaries and branches at all levels, as well as all employees, throughout the entire process of decision-making, implementation, and supervision.
（2） Strengthen accountability. Strengthen compliance management as an important content for the main responsible person of an enterprise to fulfill their responsibilities as the first responsible person for promoting the construction of the rule of law. Establish a compliance responsibility system for all employees, clarify the compliance responsibilities of management personnel and employees at all positions, and supervise their effective implementation.
（3） Collaborative linkage. Promote the coordination and integration of compliance management and legal risk prevention, supervision, audit, internal control, risk management, etc., to ensure the effective operation of the compliance management system.
（4） Objective and independent. Objectively evaluate and handle the behavior of enterprises and employees in strict accordance with laws and regulations. The leading department of compliance management independently performs its duties without interference from other departments and personnel.
Chapter II Compliance Management Responsibilities
Article 5 The compliance management responsibilities of the board of directors mainly include:
（1） Approve the strategic plan, basic system, and annual report of enterprise compliance management;
（2） Promote and improve the compliance management system;
（3） Determine the appointment and removal of the person in charge of compliance management;
（4） Determine the setting and functions of the compliance management lead department;
（5） Study and decide on major issues related to compliance management;
（6） Decide on the handling of violators in accordance with their authority.
Article 6 The compliance management responsibilities of the Board of Supervisors mainly include:
（1） Supervise the compliance of decisions and processes of the board of directors;
（2） Supervise the performance of compliance management responsibilities of directors and senior management personnel;
（3） Propose dismissal suggestions for directors and senior managers who are primarily responsible for causing significant compliance risks;
（4） Propose to the board of directors the replacement of the company's compliance management responsible person.
Article 7 The compliance management responsibilities of the management level mainly include:
（1） Establish and improve the compliance management organizational structure according to the decisions of the board of directors;
（2） Approve specific regulations for compliance management;
（3） Approve the compliance management plan and take measures to ensure the effective implementation of the compliance system;
（4） Clarify the compliance management process and ensure that compliance requirements are integrated into the business domain;
（5） Timely stop and correct non compliant business behaviors, and investigate the responsibilities of the violators or propose handling suggestions according to their authority;
（6） Other matters authorized by the board of directors.
Article 8 A central enterprise establishes a compliance committee, which cooperates with the leading group for enterprise rule of law construction or the risk control committee to undertake the organizational leadership and overall coordination of compliance management. Regular meetings are held to study and decide on major issues of compliance management or provide opinions and suggestions, and to guide, supervise, and evaluate compliance management work.
On November 2, 2018, the State-owned Assets Supervision and Administration Commission of the State Council issued the "Guidelines for the Compliance Management of Central Enterprises (for Trial Implementation)" to promote central enterprises to comprehensively strengthen compliance management, accelerate the improvement of legal and compliant operation and management levels, focus on building a central enterprise governed by law, and ensure the sustainable and healthy development of enterprises. The full text is as follows:
Article 1: In order to promote central enterprises to comprehensively strengthen compliance management, accelerate the improvement of legal and compliant operation and management levels, strive to create a central enterprise governed by law, and ensure the sustainable and healthy development of enterprises, these Guidelines are formulated in accordance with the Company Law of the People's Republic of China, the Law of the People's Republic of China on Enterprise State-owned Assets, and other relevant laws and regulations.
Article 2 The term "central enterprise" as used in these Guidelines refers to a state funded enterprise that performs the functions of a contributor by the State Assets Supervision and Administration Commission of the State Council (hereinafter referred to as the SASAC).
The term "compliance" as used in these Guidelines refers to the compliance of central enterprises and their employees' business management behaviors with laws and regulations, regulatory provisions, industry standards, corporate bylaws, rules and regulations, as well as international treaties and rules.
The term "compliance risk" as used in these Guidelines refers to the possibility that central enterprises and their employees may incur legal liability, be subject to relevant penalties, cause economic or reputational losses, and other negative impacts due to non-compliance.
The term "compliance management" as used in these Guidelines refers to organized and planned management activities aimed at effectively preventing and controlling compliance risks, targeting the operation and management behaviors of enterprises and employees, including system development, risk identification, compliance review, risk response, accountability, assessment and evaluation, and compliance training.
Article 3 The SASAC is responsible for guiding and supervising the compliance management of central enterprises.
Article 4 Central enterprises should accelerate the establishment and improvement of a compliance management system in accordance with the following principles:
（1） Full coverage. Adhere to covering compliance requirements in all business areas, departments, subsidiaries and branches at all levels, as well as all employees, throughout the entire process of decision-making, implementation, and supervision.
（2） Strengthen accountability. Strengthen compliance management as an important content for the main responsible person of an enterprise to fulfill their responsibilities as the first responsible person for promoting the construction of the rule of law. Establish a compliance responsibility system for all employees, clarify the compliance responsibilities of management personnel and employees at all positions, and supervise their effective implementation.
（3） Collaborative linkage. Promote the coordination and integration of compliance management and legal risk prevention, supervision, audit, internal control, risk management, etc., to ensure the effective operation of the compliance management system.
（4） Objective and independent. Objectively evaluate and handle the behavior of enterprises and employees in strict accordance with laws and regulations. The leading department of compliance management independently performs its duties without interference from other departments and personnel.
Chapter II Compliance Management Responsibilities
Article 5 The compliance management responsibilities of the board of directors mainly include:
（1） Approve the strategic plan, basic system, and annual report of enterprise compliance management;
（2） Promote and improve the compliance management system;
（3） Determine the appointment and removal of the person in charge of compliance management;
（4） Determine the setting and functions of the compliance management lead department;
（5） Study and decide on major issues related to compliance management;
（6） Decide on the handling of violators in accordance with their authority.
Article 6 The compliance management responsibilities of the Board of Supervisors mainly include:
（1） Supervise the compliance of decisions and processes of the board of directors;
（2） Supervise the performance of compliance management responsibilities of directors and senior management personnel;
（3） Propose dismissal suggestions for directors and senior managers who are primarily responsible for causing significant compliance risks;
（4） Propose to the board of directors the replacement of the company's compliance management responsible person.
Article 7 The compliance management responsibilities of the management level mainly include:
（1） Establish and improve the compliance management organizational structure according to the decisions of the board of directors;
（2） Approve specific regulations for compliance management;
（3） Approve the compliance management plan and take measures to ensure the effective implementation of the compliance system;
（4） Clarify the compliance management process and ensure that compliance requirements are integrated into the business domain;
（5） Timely stop and correct non compliant business behaviors, and investigate the responsibilities of the violators or propose handling suggestions according to their authority;
（6） Other matters authorized by the board of directors.
Article 8 A central enterprise establishes a compliance committee, which cooperates with the leading group for enterprise rule of law construction or the risk control committee to undertake the organizational leadership and overall coordination of compliance management. Regular meetings are held to study and decide on major issues of compliance management or provide opinions and suggestions, and to guide, supervise, and evaluate compliance management work.
Chapter V Compliance Management Guarantee
Article 23 Strengthen compliance assessment and evaluation, incorporate compliance operation and management into the annual comprehensive assessment of heads of departments and affiliated enterprises, and refine evaluation indicators. Evaluate the performance of compliance responsibilities of affiliated units and employees, and use the results as an important basis for employee evaluation, cadre appointment, and selection of the best candidates.
Article 24 Strengthen the informatization construction of compliance management, optimize the management process through informatization means, record and save relevant information. Use tools such as big data to strengthen real-time online monitoring and risk analysis of legal compliance of business management behaviors, and achieve information integration and sharing.
Article 25 Establish a professional and high-quality compliance management team, allocate compliance management personnel based on factors such as business scale and compliance risk level, continuously strengthen business training, and improve the team's ability level.
For overseas operations in important regions and key projects, it is necessary to clarify the compliance management organization or allocate full-time personnel to effectively prevent compliance risks.
Article 26 Attach importance to compliance training, combine legal publicity and education, establish an institutionalized and normalized training mechanism, and ensure that employees understand and comply with corporate compliance goals and requirements.
Article 27 Actively cultivate a compliance culture, strengthen the awareness of safety, quality, integrity, and integrity of all employees by formulating and issuing compliance manuals, signing compliance commitment letters, and other methods, establish the values of legal compliance, law-abiding integrity, and build a solid ideological foundation for compliance management.
Article 28 Establish a compliance reporting system. In the event of a major compliance risk event, the compliance management lead department and relevant departments shall promptly report to the compliance management responsible person and leader in charge. Major compliance risk events should be reported to the SASAC and relevant departments.
The leading department of compliance management comprehensively summarizes the work of compliance management at the end of each year, drafts an annual report, which is reviewed and approved by the board of directors and promptly submitted to the SASAC.
Chapter VI Supplementary Provisions
Article 29 Central enterprises shall formulate detailed rules for the implementation of compliance management in accordance with these Guidelines and in combination with actual situations. Local state-owned assets supervision and management institutions can actively promote the compliance management of invested enterprises by referring to these Guidelines.
Article 30 The SASAC shall be responsible for the interpretation of these Guidelines.
Article 31 These Guidelines shall come into force as of the date of promulgation
