Law experts talk about compliance reform: let the enterprise "survive", "keep", "well operate"

The pilot work of the comprehensive pushing of the enterprise involved in the case of the procuratorial organs aims to urge enterprises to make compliance commitments and carry out compliance rectification. The company law promotes the maintenance of the company's survival and sustainable development.

The standards of the synergy and the acceptance and acceptance are not single, but the core is to meet the standards, that is, the legal standards, agreed standards, and commitment standards, focusing on legal standards and the best ethical standards in the industry. The assessment of the integration of the rules should adhere to the principle of substantial penetration and comprehensive systematic judgment. It is necessary to accurately target judgment in the hidden danger links that are prone to high -risk.

Professor Liu Junhai, Professor of Law School of Renmin University of China

"The state implements a socialist market economy to ensure the equal legal status and development rights of all market entities." Article 206, paragraph 3, paragraph 3 of the Civil Code of the Chinese Civil Code confirms the development of the market subject. On December 24, 2021, the "Corporate Law of the People's Republic of China (revised draft)" reviewed by the 32nd meeting of the 13th National People's Congress of the National People's Congress, which officially solicited opinions from the society, means that my country's company system will welcome the company's system. Come again. In this context, corporate compliance management will also enter a new era. Then, with the pilot work of the company's involved in the compliance reform of the enterprise involved in the case and the future revision of the corporate law, how should companies strengthen their own compliance management and how to reflect the concept of good law and good governance to promote the sustainable development of the company? To this end, a reporter from Liu Junhai, a reporter from Renmin University of China Law School of Law, Renmin University of China on protecting the right to survival, development rights, and strengthening corporate compliance construction, especially criminal compliance construction.

Enterprise compliance value function: Based on the need to ensure the right to survive and development of the company

Reporter: From the perspective of corporate governance, how to comprehensively understand corporate compliance, and what are the main reasons for the corporate compliance system?

Liu Junhai: Enterprise compliance is a corporate governance system guided by compliance risk prevention and control. In short, the business legal person and business entities that enterprises as laws as laws should abide by laws and regulations and ethical norms. Compliance is of great practical significance for improving the core competitiveness of the enterprise, accelerating the transfer of business, maintaining transaction security, preventing financial risks, and promoting high -quality economic development, and realizing "six stability" and "six guarantees". First, compliance is the need for sustainable development of enterprises. At present, in the face of a century -old change in a century, companies have ushered in development opportunities, but also facing risks and challenges. Various risks such as natural risks, market risks, and legal risks have continued to overlap, and some companies have entered a high risk period. Compliance has become the only way for enterprises to follow new competition rules and build core competitiveness. Second, compliance is the need to maintain market transaction security. If the security of transactions cannot be guaranteed, then the resources will not be able to flow reasonably, and the market economy will face a huge risk. Therefore, enterprises should adhere to the bottom line of compliance and maintain transaction security. Third, compliance is the need to reduce the cost of government supervision and improve the quality of supervision. At present, the improvement of the improvement of the improvement of the socialist market economy system in my country, and the organic connection and seamless connection between the hands of the intangible market and the tangible government supervision hands must first play the decisive role of the market in resource allocation. But the market may fail, and government supervision should keep up in time. Compared with the traditional method of supervision, the establishment of corporate compliance mechanisms has transformed the "external supervision" of the administrative regulatory authorities into enterprise self -supervision, which greatly reduces the cost of government supervision. Fourth, compliance is the need to optimize the business environment of the rule of law. To create a stable, transparent, fair, and expected business environment, the focus is on corporate compliance operations, maintaining a market environment of fair competition, and ensuring fairness, open and transparent business order.

The pilot reform pilot of the comprehensive pushing of the enterprise involved in the case of the procuratorial organs is to closely combine the innovative exploration of the procuratorial case, which can play the role of "helping one, send a journey", and for promoting the optimization of the business environment of the rule of law, promoting the core competition of enterprises, Power, it has important role and the meaning of the times.

Reporter: For enterprises, government regulators, and procuratorates, what are the internal and external values ​​of compliance? In terms of safeguarding the public interests of the country and the society, what can corporate compliance play?

Liu Junhai: Corporate compliance management is a basic project, a cockpit stone for the market economy and the rule of law society. It is of great significance in promoting the sustainable development of the enterprise and the maintenance of public interests.

For enterprises, compliance is an important cornerstone to ensure the ever -growing corporate foundation. Only by compliant and legal operations, enhance competitive advantages, and establish a good image and brand, can we prevent various legal risks, avoid legal sanctions and regulatory punishments for violations of laws and regulations, and avoid suffering from major property losses and reputation losses.

For the government regulatory authorities, compliance is an effective way for casting supervision. Compliance supervision is to focus on resources and further promote the supervision of the rule of law, the supervision of the virtue, the supervision of the people, the transparent supervision, the diligence, and the precise supervision. Compared with post -afterwards, the enterprise was punished by administrative penalties or even criminal sanctions due to illegal regulations, and the government regulatory authorities were involved in the management of the enterprise through evaluation inspections and rectifications within a time limit. Make market supervision a more complete chain. At the same time, the government regulatory authorities are consistent with the reform of the reform of the "decentralization of management" through standardized, incentives, or forcing enterprises to improve the compliance management system, and it also meets the concept of strengthening the supervision of all -chain supervision before -the -time, events, and afterwards. For the procuratorial organs, promoting corporate compliance is to adapt to changes in my country's criminal criminal structure, implement less caught and prosecutor criminal judicial policies, comprehensively use economic, administrative, and criminal means to create a business environment for the business and the management of the enterprise and the government, and the business environment. Law responsibility. The pass is moved forward, the duties can be performed in accordance with the law, and the end treatment of the end is integrated with the front -end governance. The so -called medical treatment is not the cure.

The key to corporate compliance construction: strengthen experience accumulation, rules, and promote legal improvement

Reporter: In combination with the new situation that the company's law is about to be revised, how should companies strengthen compliance management? In what aspects of the company law should be revised to ensure the company's right to survive and development?

Liu Junhai: The pilot work of the comprehensively pushed by the procuratorate's corporate compliance reform is to urge the enterprise to make a compliance commitment and carry out the rectification of the regulations. This is consistent with the goal of promoting the company's survival and sustainable development.

The legal person is not a natural person with flesh and blood, and there are natural persons such as shareholders, actual controllers and directors stand behind them. The legal person's fault is instead of its own fault, it is better to say that the legal representatives behind it, controlling shareholders and actual controllers are the fault. Therefore, in order to strictly distinguish between legal person (unit) crime and personal crime, it is recommended to write the company's comprehensive and accurate substantial compliance requirements into the company law, and require the company to strengthen the construction of the compliance system so that it will make it the core content and standard actions of corporate governance.

In practice, whether it is a civil field, criminal field, or an administrative field, for enterprises that have established a comprehensive and effective compliance system, the identification of its legal responsibility must reflect accuracy and humility, and encourage enterprises to actively supervise themselves to achieve realization Effectively prevent corporate illegal crimes and maintain a good effect of social stability. Of course, for some illegal and criminal activities, neither confession of regrets, cooperating with investigations, and remedy rectification measures, and no components of rectification. Companies with possibilities of re -commitment should take severe punishment or prosecution measures. Ensure that strict control and love have both, and you cannot let love leave the strict management into doting.

Reporter: Enterprise compliance aims to promote the reform of corporate governance structure and establish a comprehensive comprehensive compliance from commercial ethics to civil, administrative, and criminal norms. At present, how to break the barriers between departmental law, integrate legal resources, achieve the goal of co -governance of the country and enterprises, and form the overall structure of the corporate compliance system?

Liu Junhai: For the study of the compliance reform of the enterprise involved in the case, we must pay attention to the accumulation and rules of experience under the current legal framework, but also focus on promoting legal amendments and improvement. Laws such as corporate law, securities law, administrative law, criminal law, and tax law should also be committed to protecting the company's right to survive and development, and reflect the concept of good law and good governance that promotes the company's sustainable development.

The first thing is to build an eight -level large -scale system to form an overall structure of corporate compliance. The so -called eight levels, first, strengthen moral education, promote freedom, justice, justice and integrity and friendly socialist core values, inspire enterprises to respect moral obligations, and assume necessary social responsibilities. The second is to govern good law, especially corporate law, administrative law, seamless connection, organic connection, and resonance of the same frequency to provide the rule of law for enterprises in accordance with laws and regulations. The third is to motivate the company's rational and autonomy, and there is no need to whip. The fourth is to urge industry associations to strict self -discipline, self -education, self -management, clear hidden rules, overlord clauses, and create a righteous business environment. Fifth, timely, effective administrative supervision. Sixth is judicial relief, including the relief of the procuratorial organs and the trial agency. Seventh, strengthen media supervision and promote good image maintenance. Eighth, the independent third -party evaluation system assists enterprises to carry out compliant construction and promote corporate compliance operations.

In addition, from the perspective of departmental law, strengthen the docking between different departmental laws such as public law and private law, physical law, and procedure law, formulate corporate compliance civil, administrative, and criminal related work standards, focus on the connection of compliance procedures, Compliance inspections and processing results. For example, based on the legal supervision function of the procuratorial organs as the link, strengthen the two -way junction of execution, which includes both suspected criminal cases by procuratorial organs to urge administrative organs to transfer to the public security organs in a timely manner. If administrative penalties need to be given, the procuratorial organs transfer cases to relevant competent authorities while making decisions of non -prosecution.

Reporter: Specifically, the nine departments such as the Supreme Procuratorate jointly issued the "Guiding Opinions on Establishing a Third -Party Supervision and Evaluation Mechanism (Trial)", which can be described as the preliminary institutional expression of the parties to participate in corporate compliance governance. As the procuratorate continuously promotes the reform of the system of compliance supervision and inspection of enterprises, what standards should the compliance rectification and acceptance of the enterprise involved in the case have? Liu Junhai: The effect of stable compliance reform needs a sound supervision system, and objective, fair, and effective supervision and evaluation must be performed. The corporate compliance construction involves many aspects of industry supervision, law enforcement, judicial and other areas, and ensuring that the implementation of compliance commitments is indeed a difficult problem. Personally, the standards for co -regulations and acceptance acceptance are not single, but the core is to meet the standards, that is, the legal standards, agreed standards, and commitment standards, focusing on legal standards and the best ethical standards in the industry. The assessment of the integration of the rules should adhere to the principle of substantial penetration and comprehensive systematic judgment. It is necessary to accurately target judgment in the hidden danger links that are prone to high -risk.

Enterprise compliance future development: multi -department linkage collaboration to help the construction of a large -compliant system

Reporter: Procuratorate promotes the pilot reform of corporate compliance reforms involved in the case. From the theoretical perspective, what are the performance and social significance aspects? How to promote the formation of social consensus, and then transform into corresponding legal system arrangements?

Liu Junhai: Enterprise compliance refers not only to criminal compliance, but also not the responsibilities of the procuratorial organs. Enterprise management related organizations such as the State -owned Assets Supervision and Commerce Federation, and the Enterprise Industry Association have shoulder the mission of participating in the promotion of corporate compliance. The compliance concept of a large system. I am also concerned that with the gradual improvement of third -party supervision and evaluation mechanisms, professional forces and supervision forces in all aspects are condensing consensus and actively participating in corporate compliance work.

Compliance must also emphasize the root cause of the root cause, focus on both the specimen, the source governance, and the move forward. The country and the whole society must be good with the company, encourage the company to establish and survive, and promote the company's continuous prosperity and healthy development on the track of rule of law, integrity, and rationality. Regardless of economic tide, the company's law should adhere to the concept and service concept of promoting the company's survival and development. Involved in the company's organizational form design, registration system change, modernization of governance, referees of disputes, selection of regulatory strategies, design of administrative punishment toolboxes, innovation of criminal judicial policies, tax collection and management, and even macro -control policies. Continuous development and enhance the company's core competitiveness. And how the regulatory regulatory results are measured, not how many enterprises have been punished and how high the amount of fines issued, and it depends on how many companies have been avoided by illegal crimes and how many illegal criminal companies have been saved.

Reporter: In the future, how should we promote corporate compliance reform and promote the improvement of modern enterprise systems and related judicial systems with Chinese characteristics to better protect the right to survival and development of enterprises?

Liu Junhai: The corporate compliance system is a powerful measure to modernize the national governance system and governance capabilities and ensure the high -quality development of the economy and society. In the future, we should focus on building 24 hours of all -weather, 360 -degree comprehensive, cross -market, cross -regional, cross -sector, cross -industry, cross -ownership information sharing, fast and efficient connection, organic connection, same frequency resonance, wind and air are positive Company compliance governance system with Chinese characteristics.

The company's controlling shareholders, namely actual controllers, director supervisors and executives and practitioners of the company must establish the compliance concept of "one heart, two -dimensional, three, four business, five stricts, and six real": "one heart", that is, gratitude to society ; "Two -dimensional", that is, the thinking of the right brain pursuing profitability, the left brain pursuing social responsibility; "three products", that is, the integration of products, enterprises, and character; Respecting emotional intelligence, legal quotient of the law, and virtue of the best business ethics in the same industry; ", That is, consolidate consumers' right to know, choose the right to choose, the right to transaction, the right to security, the right to security, claim rights and governance.

From a practice point of view, the company's illegal breach of contract, default infringement, and even market failure are derived from corporate governance failure. The core of market supervision is also corporate governance supervision. Therefore, it is necessary to give play to the role of administrative guidance, to integrate administrative guidance into the administrative law enforcement of the enterprise, guide enterprises to investigate risks, and guide enterprises to operate compliant. The procuratorial organs should strengthen the guidance of the enterprise through compliance reforms involved in the case, urge enterprises to formulate compliance plans, strictly evaluate the effectiveness of rectification, handle the transformation procedures in accordance with the law, improve the management and docking of judicial and administrative and economic fields, and promote the enhanced compliance awareness of enterprises. Speed ​​up and improve the modern enterprise system and promote the high -quality development of enterprises.

At the same time, it is necessary to activate the co -governance of the media and independent third parties. Let the enterprise stay away from the risk of fraud, stay away from the risk of illegal crimes, and stay away from the risk of default infringement, thereby increasing transaction security, accelerating commercial transfer, encouraging investment in business, maintaining transaction security, preventing financial risks, enhancing corporate core competitiveness, promoting economic high high economic high Quality development promotes the formation of a unified market system nationwide. (Procuratorate Wang Yuan)

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