Research On The Protection Of The Exercise Of The Rights Of Employee Directors In China

The 20th National Congress of the Communist Party of China pointed out that to achieve the second centenary goal,we must adhere to the "people-centered"development thinking and build a modern and powerful socialist country.The development and improvement of the employee director system is the key to adhering to the "people-centered" and building a modern enterprise system.On December 24,2021,the draft amendment to the Company Law of the People’s Republic of China(hereinafter referred to as the "Company Law")was publicly solicited for public comments.The revised draft expands the scope of application of employee directors,and as a result,the employee director system has once again aroused heated discussions among scholars.This paper intends to study the core issue of employee directors,that is,to protect the exercise of the rights of employee directors,and explore how to motivate employee directors to actively exercise their rights and maximize the role of employee directors in exercising their rights.The study of this issue is conducive to ensuring the "master" status of employees and promoting the common prosperity of all employees.This article takes the logic from shallow to deep,taking the rights and exercise of employee directors to the problems in the exercise of the rights of employee directors,and then how to solve problems through legal means as the main development context of the entire article.The first part,"Introduction",explains the research background,research significance,research status at home and abroad,and the innovation points and shortcomings of the paper on the issue of protecting the exercise of the rights of employee directors.The second part,"Overview of the Rights and Protection of Employee Directors in China",is a theoretical summary of the protection of the exercise of the rights of employee directors.It mainly introduces the employee director system and the rights of employee directors in China,analyzes the rights enjoyed by employee directors,and then discusses the practical significance of ensuring the effective exercise of the rights of employee directors,aiming to pave the necessary preparations for other parts of the text.The third part,"Legislative Status and Practical Obstacles to the Protection of the Rights of Employee Directors in China",is the focus of this article.Since the current legislative structure of China’s employee director system is relatively special,the provisions of the Company Law are few,and there are many creative explorations in local areas,this article expounds the relevant provisions of 20 provinces and 14 municipalities of the central and local governments from the aspects of the macro overall legal framework and the acquisition of information on the exercise of the exercise of the rights of micro employee directors,the ability to exercise rights and the exercise of the right to suggest,and makes necessary analysis.However,due to the low level of validity of some documents at the local level,there are many practical obstacles to the exercise of the rights of employee directors in practice.First of all,the lack of independence in the exercise of rights by employee directors is the fundamental problem that the rights of employee directors cannot be effectively exercised.Second,even if employees and directors exercise their rights independently,there is still a problem of information asymmetry with other ordinary directors and managers in the exercise of their rights.Third,even if employee directors can obtain exercise information in a timely manner,the rights of employee directors cannot really play a role due to their own insufficient ability and ineffective exercise of their right to advise.Finally,even if employee directors have the ability to exercise their rights and can effectively exercise their right to advise,employee directors lose their enthusiasm for exercising their rights because the Company Law does not stipulate the incentive system and responsibility mechanism for employee directors.Based on the introduction of the issues in Part Ⅲ,the fourth and fifth parts of this article are introduced to explore the relevant provisions of Germany and the United States to ensure the participation of employee representatives in corporate governance,and put forward corresponding legislative countermeasures and suggestions.The fourth part,"Investigation and Enlightenment of Extraterritorial Legislation to Protect the Effective Exercise of the Rights of Employee Directors",mainly introduces how Germany and the United States ensure employees’ participation in corporate governance,explores the legislative spirit and relevant systems of the two countries,and discusses the enlightenment of the relevant provisions of the two countries to China’s legislation on this basis.The fifth part,"Suggestions for Ensuring the Effective Exercise of the Rights of Employee Directors in China",is the core content of this article.In response to the questions in Part Ⅲ,it puts forward suggestions such as clarifying the principle of independence in the exercise of rights by employee directors,clarifying the relationship between employee directors and other stakeholders,improving the right of employee directors in 20 provinces and 14 cities to suspend the deliberation of board meeting bills and raise objections,and innovatively proposed that employee directors should be given the right to propose to convene extraordinary board meetings,establish a classification of employee operating directors and employee non-operating directors,exercise rights separately and assume responsibilities separately.To build a sound legal system to protect the exercise of the rights of employees and directors.In addition,the shortcomings of this paper lie in the lack of research on the proportion of employee directors on the board of directors,and the formation mechanism of employee directors needs to be further explored.In short,to ensure the "master" status of employees and promote the common prosperity of all employees in high-quality development,it is necessary to effectively improve the enthusiasm of employee directors to exercise their rights and ensure that the rights of employee directors can play their role to the greatest extent,which is not only related to the system and company culture,but also involves the improvement of legislation.Therefore,the Company Law should establish a legal system for the exercise of the rights of employees and directors as soon as possible,so as to safeguard the legitimate rights and interests of employees and contribute to the realization of the second centenary goal.