Articles of Association
Articles of Association
ARTICLES OF ASSOCIATION
Hainan International Arbitration Court
Chapter 1 General Provisions
Article 1 Hainan International Arbitration Court (hereinafter referred to as the "HIAC") is a civil and commercial arbitration institution established by the People's Government of Hainan Province in accordance with the Arbitration Law of the People's Republic of China (“the Arbitration Law”) with reforms based on the original Hainan Arbitration Commission. HIAC independently operates as a statutory body and non-profit legal person for public interest, retains the name of "Hainan Arbitration Commission", and performs the duties as an "arbitration commission" under the Arbitration Law.
Article 2 These Articles of Association are formulated in accordance with the Arbitration Law, the Opinions on Improving the Arbitration System and Enhancing the Credibility of Arbitration (Zhong Ban Fa  No.76) and the Administrative Measures of the Hainan International Arbitration Court (the Hainan Arbitration Commission) in consideration of the practical situation of the HIAC, in order to regulate the operation of the HIAC and resolve civil and commercial disputes independently, impartially, professionally and efficiently.
Article 3 The HIAC implements a corporate governance structure headed by the Board of Directors and establishes a governance mechanism with effective check and balance among decision-making, execution and supervision.
Article 4 The HIAC shall develop exchange and cooperation with relevant industries and organizations domestic and overseas, introduce advanced concepts of international commercial arbitration, and may fairly and reasonably resolve civil and commercial disputes between domestic and overseas subjects of equal status through arbitration, mediation, negotiation, expert adjudication and other lawful means as agreed or requested by the parties.
Article 5 The HIAC is situated in Haikou, the capital city of Hainan Province.
Chapter 2 Board of Directors
Article 6 The Board of Directors (“the Board”) is the decision-making body of the HIAC.
Article 7 The Board shall comprise 11 to 15 members from the legal sector, commercial sector and other relevant areas. Not less than one third of the Board members shall be overseas.
The Board shall have one Chairman (“the Chairman”) and may have two to four Deputy Chairmen (“the Deputy Chairmen”) if necessary.
Article 8 The Chairman shall be appointed by the People's Government of Hainan Province from existing civil servants in accordance with the limit of administrative authority and procedures; he/she shall be the legal representative of the HIAC; the Deputy Chairmen and other members of the Board shall be appointed by the People's Government of Hainan Province.
The term for each member of the Board is five years. At the expiration of term, the Board members may be reappointed and, may generally not serve more than two terms.
Article 9 The Board shall perform the following duties:
(1)Formulation and amendment of the Articles of Association, the Rules of Procedure of the Board, arbitration rules, mediation rules and rules of other forms of dispute resolution;
(2)Appointment of President and Vice President of HIAC;
(3)Approval of the establishment, alteration and dissolution of special committees or professional committees, and appointment of committee members;
(4)Approval of the establishment of a panel of arbitrators, and appointment and removal of arbitrators and other dispute resolution experts;
(5)Approval of annual reports and financial budgets and financial reports;
(6)Approval of the establishment and alteration of internal divisions, branches and staff scale;
(7)Formulation of important rules and regulations, including but not limited to arbitrator remuneration system and staff recruitment, management and remuneration system;
(8)Other important duties.
Article 10 The Chairman shall perform the following duties:
(1)To convene and preside the Board meetings;
(2)To supervise the implementation of the Board resolutions;
(3)To organize and formulate the operational rules and systems of the Board;
(4)The duties of the “Director of the Arbitration Commission” specified in the Arbitration Law;
(5)To approve the staff establishment and employment terms and conditions, and to appoint or dismiss staff members of internal divisions and branches;
(6)Other relevant duties.
Article 11 The Board meetings may be held from time to time depending on needs and shall be held at least once a year.
The Chairman may convene a Board meeting based on working needs or upon a proposal in writing made by not less than three directors.
Article 12 Meetings of the Board shall be convened and presided by the Chairman. The Chairman may delegate one of the Deputy Chairmen to convene and preside meetings on his/her behalf. Where there is no Deputy Chairman, the Chairman may delegate a director to convene and preside meetings on his/her behalf.
The quorum of the Board meeting shall be two thirds of all the directors.
The Board meetings may be conducted by video or other effective means if necessary.
Article 13 When the Board votes on the relevant matters, the person chairing the Board meeting shall decide the voting method. A resolution shall be approved by a majority of more than two thirds of the directors present in the meeting. The formulation and amendment of the Articles of Association shall be approved by more than two thirds of all the directors.
Article 14 The Board sets up the following committees:
(1)Committee for the Examination of Arbitrators' Qualifications and Conduct – responsible for examining the qualifications of arbitrators for appointments, supervising the professional conduct of arbitrators, and advising the Board on the dismissal and reappointment of arbitrators;
(2)Remuneration Committee – responsible for regularly evaluating the arbitrator remuneration system and staff remuneration system and supervising and inspecting the implementation thereof.
The Board may set up other committees based on working needs.
Each committee shall set up and perfect its working rules.
Chapter 3 Executive Department
Article 15 The HIAC shall have one President and one to two Vice Presidents and may, according to needs, set up necessary internal divisions and branches to take charge of the execution and management of the daily works of the HIAC.
The President shall be accountable to the Board and subject to the supervision of the Board. The division of work between the President and the Vice President(s) shall be appropriately particularized according to the working needs.
Article 16 The President shall be a member of the Board. The President and Vice President(s) shall be appointed by the Board, and the appointment shall be reported to the Department of Justice of Hainan Province for the record. The President and Vice President(s) shall possess the professional legal knowledge and relevant experiences required for performance of their duties.
Article 17 The President, with the assistance of the Vice President(s), performs the following duties:
(1)Implementing the Board resolutions;
(2)Conducting procedural management of cases;
(3)Organizing training and examinations for arbitrators and other dispute resolution experts;
(4)Being responsible for the relevant administrative works of HIAC;
(5)Organizing the preparation of and submitting for the Board’s approval annual reports, financial budgets and financial reports and setup plans for internal divisions and branches;
(6)Such other duties as conferred by the Articles of Association, the Arbitration Rules and the rules of other forms of dispute resolution and as may be assigned by the Board.
Chapter 4 Human Resources & Finance Management
Article 18 Except for the Chairman, the HIAC shall implement a staffing scheme of contract employment for all staff and contract management, employ domestic and overseas professionals as needed, and build a professionalized team of dispute resolution service and management.
Article 19 The HIAC shall, by reference to the international practice and market standard of the same industry, formulate a reasonable remuneration system for arbitrators, a performance appraisal system and an incentive-disincentive mechanism for the staff, and establish and perfect an evaluation mechanism for the remuneration and salaries.
The staff of the HIAC shall in accordance with the relevant requirements enroll in the social insurance schemes including pensions, medical insurance, unemployment insurance, work injury insurance and maternity insurance. The HIAC shall in accordance with the relevant requirements implement systems such as the housing provident fund and the occupational annuity system.
Article 20 The HIAC shall operate a financial management system that is responsible for its own income and expenditure, and pay taxes in line with the law.
Article 21 The HIAC's income sources include:
(1) Arbitration fees paid by the parties;
(2) Income from relevant programmes or other services;
(3)Donations from the community;
(4) Other lawful incomes.
Article 22 The expenditures of the HIAC include:
(1)The remuneration of arbitrators for undertaking arbitration cases;
(2)The salaries, business allowances and bonuses of the managerial personnel and working staff;
(3)Daily administrative expenses;
(4)Arbitration publicity and promotion expenses;
(5)Allowances for directors;
(6)Other necessary expenses.
Chapter 5 Supervision and Restraint
Article 23 The Board supervises the work efficiency and effectiveness of the executive department, and appraises the work performance of the President and Vice President(s).
Article 24 The HIAC shall be under financial and auditing supervision in accordance with the law.
Chapter 6 Supplementary Provisions
Article 25 The power of interpretation of these Articles of Association shall be vested in the Board.
Article 26 These Articles of Association shall come into force from the date of adoption by the Board and shall be filed with the Department of Justice of Hainan Province for record.