On Legal Study Of The Realization Of Functions Of Employee Director In Company

Employee director is a special type of director; it has the characters, qualities and roles that differentiate to general director, it is the "employee quality" that a general director doesn’t have. Specifically, employee directors are workers (not manager) participate in the operation of management of board by a certain way. Its aim is to realize the diversity, scientific and grass-roots of policy-making in board, to unite the interests of employees and shareholders and to form an efficient mechanism of mutual balance, coordination and promotion in the process. Employee director system of our country is derived from the shared decision-making system in German company, but deferent on functions, especially in the roles it plays. In this sense, employee director system is a new, unique system truly embodies the rights and interests of all employees in the governance of company to our socialism country. The newly amended Company law of2005made more explicit provisions for employee’s democratic participation in board of director and provided an excellent opportunity for employees’democratic management more scientific, standardized, and more efficient and implementation of employee director system. However, the employee director system faces a lot of problems in operation which call for improvement. In the source, the function mechanism and the legal problems of employee director system have not clarified yet. Therefore, the introduction and innovation of employee director system must be combined with the actual conditions. Its requirement is to embrace the governance structure reality, legal culture and tradition in China, thus to design and innovate the system scientifically. To perfect the legislation of company law, a tripartite board should be established in the governance of company, increasing the proportion of the employee directors and realizing the power balance of directors within the board; to handle properly the relationship and coordination with other directors and board of supervision, realizing the complimentary of resource and advantage; to clear the specific functions and responsibilities of employee directors, such as voting right, legal liability, pay mechanism and so on; to improve the specific procedure of participation in board, fulfilling the democratic participation right; to improve the special educational system, making a special training to lift the comprehensive ability of employee directors by laws and regulations or the articles of company.