The Conflict And Coordination Of The Application Of The Law On The Removal Of Directors' Duties

The Provisions on several issues concerning the application of the company law of the People's Republic of China(5),which came into effect on April 29,2019,unifies the practice of directors' removal without cause in the company law.However,under the statutory dismissal of Labour relations provisions of the Labour Law,it is clear that a company's removal of a director without any reason is in violation of the Labour law.Then,whether the director belongs to the Labor in the labor law,whether the removal of the director is applicable to the labor law,how to protect the rights and interests of directors,these are the key issues discussed in this paper.Besides the introduction and conclusion,there are four parts in the text.The first part is about the definition of the director's scope and the analysis of the meaning of the director's removal.According to different standard,directors can be classified into different categories.The directors in this paper only refer to the directors who are elected by the shareholders meeting of the company,and do not include the employee directors,the independent directors and the shadow directors.The establishment of the system of the removal of directors'duties in company law can optimize the corporate governance mechanism,urge the directors to fulfill their duties and protect the interests of the company and its shareholders.The second part is the analysis of the conflict and performance between the company law and the labor law when they are applicable to the removal of directors'duties.As to whether the director is a laborer in the labor law and whether the Labor Law and the company law are applicable to the removal of the director,the provisions of the company law and the Labor Law of our country are not consistent,and in theory,there are completely opposite opinions,in judicial practice,there are also divergences of understanding and application.The third part is about the analysis of the causes of the conflict of application of law on the removal of directors' duties.There are three main reasons for the conflict between the application of company law and Labor Law in the removal of directors' duties:First of all,China's law does not define the concept and scope of labor,resulting in the scope of application of labor law is not clear,which provides an opportunity for directors to apply Labor Law.Secondly,there are differences between the legal interests protected by the company law and the Labor Law.Corporate governance should take the maximization of shareholders' interests as the fundamental goal and interest orientation.The removal of directors' duties for no reason reflects that in the corporate governance structure,the shareholders' meeting's supervision and checks and balances on the managers are in line with the shareholders' fundamental interests.However,the legislative purpose of labor law is to protect workers,and provides strict restrictive conditions for the dissolution of labor relations.The fourth part is to discuss the coordination of the conflict of law application in the removal of directors'duties.Firstly,in the aspect of the legal relationship between director and company,the author studies the Regulations of Anglo-American law system,Germany,Japan,Taiwan and mainland China,Secondly,the principle of coordination is"labor law regulates subordinate Labor Relations",and non-subordinate labor relations are not regulated by Labor Law.Finally,the way of coordination is to exclude the Labor status of directors in labor law and to protect the rights and interests of directors in company law,the performance of the residual term of office for the compensation,profit-sharing program,"golden umbrella agreement" of the effectiveness.