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与大家分享一个自己写的公司合同管理规章（英文版）
Article 1 Introduction
a Purpose company’s bylaw on contract management (hereinafter referred to as bylaw) is enacted to establish standards of conduct and processes by which the contracts of the company are administered by executive officers with a view to strengthening internal risk control. All departments concerned shall make concerted efforts to achieve a streamlined and proper course of action in company contracting based on the bylaw and other company codes, policies and procedure.
b Notice and Interpretation It is to be understood that the Company may change the bylaw without advance notice at any time and shall retain the sole right to administer and interpret all such policies.
c Application of laws This bylaw and any amendments thereof shall not be with prejudice or in derogation of any applicable law and regulation in China, which shall govern automatically mutatis mutandis.
Article 2 Contracts Making
a Letter of Intent and Memorandum It is strongly advisable to draft a letter of intent (otherwise known as memorandum) in the process of negotiation of sales contracts stating the agreed -upon essentials terms on which to more quickly conclude a binding contract. It is strongly recommended that the letters of intent set forth the parties' expectations regarding schedules and deadlines for conducting due diligence and negotiations thus exerting psychological and moral pressure on the insurance companies especially when the parties issue press releases or otherwise make the proposed transaction known to the public, employees, shareholders or customers.
b Contracting Capacity In the engagement phase of contract making, it is generally required of officers to enquire beyond reasonable doubt that
(1) the counter-party has the contacting capacity as is indicated in the latest inspected business license (which could not be more than 15 months out of date) and special financial permits, and
(2) is in good business condition and credit-standing to make timely and full performance as is shown in annual tax returns and
(3) the directors and executive officers or managers have been duly authorized to contract；
(4) at least half-a-year track record of supply applicable to office-related goods and services.
c Insurance Company Checklist The following is a non-exhaustive checklist of reminder that insurance companies are required to warrant:
(1) Insurance companies and branches thereof has complied with regulatory deposit reserve requirement;
(2) Chinese-invested Insurance companies have not conduct business or proposed to merge in conglomerate in violation of separation of financial sectors;
(3) Insurance companies have transacted businesses within the registered sphere of objects and legally designated territory;
(4) Insurance companies satisfy the Minimum Solvency Margin Standard as is required by the regulatory agency.
d Terms and Conditions in Entirety The contracts duly affixed and executed according to attached Approval Matrix shall constitute exclusive and complete terms and conditions governing rights and liabilities of the parties in their entirety which induce or are relied upon by the company to enter into contract Any subsequent, oral or written, statements, the actual or contingent effect of which is to waive, vary, amend, modify, or add to the contracts, shall be null and void unless approved in writing pursuant to Approval list.
e Contracts Signing To have contractual effect, all contracts shall be reduced to writing with all the ancillary documents attached thereto in a single document, signed and countersigned by authority, duly affixed with corporate seal, in strict conformity with Approval Matrix. Unless necessitated by commercial convenience, no officers authorized hereunder shall delegate his contracting power in part or in whole to any other party. For avoidance of doubt, written contracts hereby is not inclusive of electronic data message and correspondences.
f Usual authority Authority for approving contracts herein must be brought by relevant officers to the attention of third contracting party who are deemed to have constructive notice thereof. Any contracts made in contravention thereof shall be a nullity vis-à-vis the company.
g Renewal All UIS，CMS，HMC contracts shall continue to be binding and remain in full force and effect notwithstanding expiry of contract term for an indefinite period unless and until either party serves a written notice of termination.
f Concurrent Seal and Signature Contracts with only seals affixed thereto but unsigned by proper authority shall carry no legal effect.
Article 3 Contract reviewing
a Budget Restraint Before negotiation of procurement and sales contracts, it is a prerequisite for relevant department to gain the consents and approval of finance department in the format indicated in Appendix B to ensure the contracts are within budget.
b Scope Except for office-related and rental contracts, all business-related, IT and long term (1 year or more) contracts and necessary supporting evidence indicated in Article 2 b must be proofread and reviewed by the legal specialist to ensure its legal compliance, coherence and plausibility.
Article 4 Ethic of conduct
a Competition and Corruption Executive shall comply with the highest ethical standards when making sales contracts and in such performance shall not directly or indirectly pay, offer or authorize payment of anything of value either in the form of compensation, gift, contribution, participation in interests, fees, percentages, expenses allowances, extravagant entertainment or other gratuitous item or thing of value in violation of competition law in China and Hong Kong including the laws of the United States (such as the Foreign Corrupt Practices Act)
Article 5 Performance
a Anticipatory Breach Relevant department shall keep track of the performance of contract including, but is not limited to, delivery, check and acceptance and settlement. In cases of anticipatory breach, relevant department shall immediately notify finance department.
b Testing Procedure Procurement contacts for IT goods and services must have a testing procedure to determine that the software, when installed in the company’s equipment environment, is performing properly. This test may include the loading of a standard set of sample data which is then used to perform basic system functions and generate some of the more common output, including sample reports. The detail and design of the user's acceptance test should be determined early in the project, preferably by the time a detailed system design has been approved.
Article 6 Contract archiving
a Archive Relevant department shall be responsible for sorting out and archiving contracts. All contracts shall be signed in quadruplicate, two original copies of which shall be deposited with finance department for record purposes.
Article 7 Corporate seal
a Application It is required to apply for the approval of COO to have seals carved. For the purposes of this clause, seals include corporate seal, contract seal and departmental seal. Comptroller seal and corporate representative’s seal is not counted in for the purpose of this article.
b Special use Any attempt to take out the seals away from the domicile of the company is strictly prohibited except in exceptional circumstances in which case application must be submitted to COO for approval.
c Sequence As far as commercial contracts are concerned, it should be noted that corporate seal shall be affixed on the contracts after the contracts have been duly authorized according to Appendix B.
d Government As regards government related or banking documents, officers shall fill in forms in duplicate indicated in Appendix C in application for use of corporate seal, one of which shall be returned to relevant department for records purposes upon approval.
e Custodian Corporate general seal and contract seal are put under the custody of Ms Hu Juan. Comptroller and Departmental seals may be put in the hand of relevant officers of departments.
f Prohibition In no event shall corporate seals be affixed in blank documents and contracts. In no circumstances shall corporate seals be scanned or otherwise electronically stored.
g Certification In case that company are requested to produce credit or emoluments certificate, letter of introduction and other credentials corporate seals shall be affixed after the written approval of HR director.
Article 8 Conflicts of interests
a Self-Dealing For purposes of the bylaw, executive officers of the company is precluded from dealing, on behalf of the company, with himself or his immediate family members and from entering into engagements in which he has a personal interest conflicting, or which possibly may conflict, with the interests of those whom he is bound by fiduciary duty to protect.
b Disclosure Executive officers of the company must, forthwith after relevant facts have come to the knowledge of the said that he or she is interested in a proposed or actual transaction with the company or is at the peril of personal bankruptcy disclose to the CEO of the company about the nature, extent and if applicable, the quantified pecuniary value of the interest irrespective of his involvement in the decision-making concerning the transaction.
C Interests For the purposes of the above, executive officers is deemed interested in a transaction if he or she is a party to, or will derive financial benefit from the transaction; or
(1) Has a financial interest in the another party to the transaction; or
(2) Is a director, officer, creditor or trustee of another party who will derive financial benefit from the transaction; or
(3) Is the parent, child, spouse who will or may derive a financial benefit from the trans琣ction.
Article 9 Dispute resolution
a Arbitration Any dispute arising out of or in connection with contracts made by or with the company including any question regarding its existence, validity, performance or termination shall be referred to and finally resolved by arbitration under the rules of conciliation and arbitration of Beijing Arbitration Commission. The place of arbitration shall be in Chao Yang District, Beijing. The arbitrator shall give a written record of the award and the reasons therefor. |
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发表于 2009-10-19 17:50:07
