Introduction And Construction Of Compliance System In Chinese Company Law

The emergence of the company compliance system is due to the dual role of the company’s own business practice and the government’s supervision of the company.Under the dual influence of the company’s intention to improve the governance performance and the government’s strengthening or relaxing the regulation of the market subject,the company compliance system gradually takes shape.The necessity of establishing a company’s compliance system is embodied in two aspects: external supervision and internal supervision.In terms of external supervision,there is a regulatory vacuum in corporate governance due to legality judgments,and it can only be regulated after the fact and cannot control the company’s risky operations.In terms of internal supervision,due to the failure of the supervision and accountability mechanism in the current corporate governance,the self-discipline of corporate governance cannot be fully utilized to form efficient supervision.The compliance system is the company’s self-control system.It is not only a pre-prevention,but also a control of the entire process.When faced with various temptations,the company and its personnel can guide the company’s rational decision-making through the system to control risks in safety.Region,to achieve the maximization and sustainability of the company’s interests.At present,the discussion of the company compliance system in China mainly focuses on management and criminal law.A relatively perfect company compliance management system has been formed,or an incentive mechanism of criminal responsibility for company compliance is being constructed.From the perspective of the enterprise,many countries hold that the compliance system is an institutional mechanism set up by the company for the purpose of avoiding risks.The foothold lies in the system or procedure system,which can prevent the improper behavior of employees,and focuses on the requirements of compliance.However,the academic circles have not put forward a unified view or come to a clear conclusion on the specific content or how to define the company compliance system in the company law.Corporate compliance system is not a new concept,but a more standardized requirement of corporate governance.As an important carrier of the compliance system,the company law needs to clarify the direction of the compliance system and compliance obligations.This paper sorts out the origin and development of corporate compliance system,determines the connotation of Chinese company compliance,discriminates compliance and ethics and other issues,and clarifies the nature and positioning of compliance.In terms of the problems and institutional conditions of the establishment of the corporate compliance system,this article uses the specific rules of the US and German corporate compliance systems in the compliance process of Chinese companies,discusses the driving mechanism for the establishment of the compliance system,and explores the path of the construction of the compliance system of Chinese company law,which combines the mandatory compliance system with the arbitrary compliance content.In terms of the specific content of the company’s compliance system,this paper holds that the compliance system of China’s company law should be a mandatory compliance obligation explicitly stipulated by the company law,and the specific scope of this obligation must come from the company itself,that is,the company’s own constraints and norms.To this end,first of all,the company will transform its legal,compliance,ethical and other obligations to form a clear,specific and executable standard system,and make a commitment to abide by it.Secondly,the company sets compliance supervision obligations for its actual controllers,directors,supervisors and compliance managers to ensure the effective operation of compliance design.Finally,after the formation of the compliance management criteria,the company has the compliance obligations within the scope of the compliance system it has promised to comply with.In the event of violation of compliance obligations,the person in charge of compliance will bear the responsibility for violation of compliance obligations.