CEO CEO: Leading to drive more Chinese enterprises to operate compliant operations

Recently, the State -owned Assets Supervision and Administration Commission of the State Council issued the "Administrative Measures for the Compliance of the Central Enterprise" (hereinafter referred to as the "Measures") and implemented it from October 1, 2022. The "Measures" stipulates that central enterprises shall set up chief compliance officers in accordance with the actual situation, and the compliance review opinions of major decision -making matters shall be signed by the chief compliance officer.

After the release of the Measures, it has attracted great attention from society. Industry insiders said that the "Measures" reflect the latest development trends, practical results, and thinking, summary and response to the problems encountered.

Only in accordance with laws and regulations can we work in accordance with laws and regulations

"Compliance management is a common practice of large national enterprises, and it is also the regulatory requirements of some international organizations." The chief compliance officer of a state -owned enterprise said that "the implementation of the" Measures "will greatly promote and lead Chinese state -owned enterprises and private enterprises to Chinese state -owned enterprises and private enterprises Legal compliance operation. "

Earlier, this company had been sanctioned by the World Bank for bidding for overseas business. It took three years to establish and implement the compliance system. The World Bank recognizes and lift sanctions.

Statistics show that China is often the hottest law enforcement area in the US FCPA (Anti -Overseas Corruption Law) law enforcement. In 2019, half of the FCPA reconciliation cases involved China. In 2020, four of the enforcement cases involved China, and two of the six law enforcement cases against enterprises in 2021 involved China.

Looking at the data sanctioned by Chinese companies or individuals, about 20 companies/individuals in 2017; about 40 companies/individuals in 2018; about 800 companies/individuals in 2019; about 30 companies/individuals in 2020; About 40 companies/individuals in 2021; about 60 companies/individuals in 2022, the risks are still greater.

"The compliance management of many Chinese enterprises starts from external supervision, but today, strengthening compliance management is the demand for the development of the enterprise itself." Said Yang Yuntao, Minister of Risk Control Law and Audit Department of China Merchants Group.

On the one hand, strengthening corporate compliance management is an inevitable requirement to thoroughly implement the strategy of governing the country in accordance with the law. Central documents such as the "Law of China Construction Plan (2020-2025)" and "Outline of the Implementation of the Construction of the Law Social Construction (2020-2025)" and other central documents put forward clear requirements for enterprises in accordance with laws and regulations.

On the other hand, strengthening compliance management is an important guarantee for building a central enterprise for the rule of law and building a world -class enterprise. In the "Opinions on Comprehensively Promoting the Construction of the Rule of Law on the Construction of the Rule of Law" issued by the SASAC in 2015, the SASAC proposed the goal of building a central enterprise construction goal of the rule of law and integrity of the rule of law. In 2016, the State -owned Assets Supervision Commission began the pilot construction of the compliance management system in the five central enterprises. In 2018, the "Guidelines for Compliance Management of Central Enterprises (Trial)" was issued, and a series of compliance guidelines for compliance were organized. In 2022, it was determined as a central enterprise " The year of compliance management enhancement ", a series of work is full of work.

"From the pilot to the state -owned enterprises and state -owned enterprises from all over the country, from the group to the subsidiaries of all levels to carry out comprehensive compliance management and construction, not only driving excellent private enterprises, but also improving the compliance management capabilities of Chinese enterprises and in international competition. Soft power. "Yin Yunxia, ​​a partner of Fangda Law Firm and a World Bank compliance supervisor, said that before, everyone did not understand what compliance was. Now, corporate management is talking about" compliance creation value. " The "Measures" will guide Chinese enterprises to establish a scientific modern compliance management system with Chinese characteristics and in line with international standards, and guide Chinese companies to be steady on the international stage.

Clear and responsibilities, higher requirements, and more pragmatic

Experts interviewed said that the "Measures" is guided by compliance management and the goal of organizing the operation with operations.

The first is to emphasize adherence to the party's leadership, require full play to give full play to the role of the party committee (party group) of the enterprise, implement the relevant requirements of the strategic deployment of comprehensively governing the country in accordance with the law, and put the party's leadership throughout the entire process of compliance management.

Second, at the level of organization and responsibilities, the "Measures" emphasize that the main person in charge of the central enterprise as the first responsible person in promoting the construction of the rule of law should effectively fulfill the responsibilities of important organizers, promoters and practitioners in accordance with laws and regulations, and actively promote compliance with compliance Manage various tasks. The compliance management responsibilities of the party committee (party group), the board of directors, the manager, and the chief compliance officer were clarified, and the duties of the "three -way defense" duties of business and functional departments, compliance management departments, and supervision departments in compliance management departments.

Kang Yingjie, a partner of Fangda Law Firm, said, "The" compliance management department is responsible for compliance "misunderstandings in the enterprise, which is easy to allow compliance management to flow on paper. Compliance responsibilities, management must be compliant, this is more in line with the actual requirements. "

Yang Yuntao believes that the "Measures" will be more conducive to implementing compliance management requirements for the grass -roots enterprises of central enterprises. In the past, the legal compliance review of grass -roots enterprises often needed to form a law and compliance department and equipped with professionals with legal professional qualifications. It has some difficulties in implementing. The "Measures" stipulates that "management must manage compliance". The compliance administrator is in line with the actual situation of enterprise business, facilitates the implementation of landing, and effectively plays the role of risk management of the first line of defense.

The third is to establish a classified compliance management system. Central enterprises should formulate a basic system of compliance management, including overall goals, institutional duties, operating mechanisms, assessment and evaluation, supervision and accountability, etc. At the same time, business or special guidelines for key areas or high -risk business shall formulate specific systems or special guidelines. Special compliance management system. The fourth is to refine the operating mechanism of compliance management and emphasize the closed -loop management of compliance risks. From compliance risk identification and early warning to compliance review, risk response, rectification of illegal issues, accountability accountability, validity evaluation, assessment, etc., the Measures have put forward clear requirements.

Among them, the scope of the compliance review matters has been further expanded, and the compliance review is embedded in the management process as a must -have procedure. The required chief compliance officer of the compliance review of major business management behaviors is further prominent.

Kang Yingjie said that compliance review is the first pass to prevent the risk of violations. Compared with the previous "Guidelines for Compliance Management of Central Enterprise (Trial)", the scope of the review matters is expanded by "rules and regulations, decision -making, important contract signing, major project operations, etc." ", Further strengthened the important role of compliance review in the operating mechanism of compliance management.

The "dual assessment" required by the Measures not only puts forward clear assessment target requirements for enterprises and main responsible persons, but also puts forward higher requirements for performance of corporate compliances. necessary.

The fifth is to emphasize the construction of compliance management informatization, and requires the use of big data and other technologies to monitor real -time dynamic dynamic monitoring of key areas and key nodes to achieve instant early warning and rapid disposal.

In addition, the "Measures" also emphasized the coordinated operating mechanisms such as compliance management and legal management, internal control, risk management, as well as compliance culture, supervision and accountability.

The setting of the chief compliance officer is far -reaching significance

This "Measures" proposes that central enterprises should establish chief compliance officers in accordance with the actual situation, and do not add new leadership positions and positions. The general legal adviser will also hold the company's main person in charge of the enterprise.

The person in charge of the State -owned Assets Supervision and Regulation Bureau of the State -owned Assets Supervision and Administration Commission of the State Council stated that from the actual point of view of the central enterprise, in recent years, the compliance management of central enterprises has made positive progress, but the top -level design and coordination are still not enough, and work cooperation needs to be further strengthened. The establishment of the chief compliance officer in central enterprises is conducive to further clarifying the responsibilities of compliance management, implementing responsibilities, and coordinating the strength of all parties to better promote work.

In terms of on -the -job responsibilities, the Measures require that the compliance review opinions of major decision -making matters shall be signed by the chief compliance officer to make clear opinions on the compliance of decision -making matters. Essence

A corporate chief compliance officer said that the establishment of chief compliance officers is not only a common practice of large international enterprises, but also an important indicator for international organizations and relevant regulatory authorities such as the World Bank and other international organizations and related regulators. The establishment of chief compliance officers is of great significance to Chinese enterprises in accordance with laws and regulations.

Guo Junxiu, the general legal adviser and data protection officer of China Oriental Airlines Group, believes that the regulations of the chief compliance officer are not only a high recognition of the SASAC's general legal advisory system of the Central Enterprise and this general legal adviser. History inheritance and new historical stage of re -responsibility. At the same time, in the complex internal and external environments, enterprises are important to respond to various risks, which is an inevitable requirement for building a world -class enterprise.

Yang Yuntao said that this setting will make the central enterprise compliance management organization system clearer. The chief compliance officer is concurrently served by the general legal adviser. It is not simply a "hat", but a clear responsibility requirement, and unified responsibilities and rights. The leading compliance management department of the chief compliance officer will also change the incomplete situation of the compliance management department in the past practice, which will help promote the implementation of the work.

In the interview, experts generally stated that the introduction of the "Measures" marked a new level of the construction of the central enterprise compliance management system. In the future, central enterprises should based on the effectiveness of compliance management as soon as possible, improve the compliance management system in combination with their own conditions and characteristics, and strengthen special compliance construction in key areas and high -risk business areas. At the same time, enterprises should conduct regular evaluations of the effectiveness of the compliance management system and carry out special evaluations for key business compliance management. This is very helpful for avoiding the compliance system flowing on paper.

Source ｜ Rule of Law Daily

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