Incorporating the Regulations on Compliant Operation of Enterprises into the Company Law - Third Review of the Revised Draft of the Company Law by the Standing Committee of the National People's Congress

2023-08-31

On the morning of August 29th, the 5th meeting of the 14th Standing Committee of the National People's Congress reviewed the third draft of the revised company law in groups. Participants generally believe that this revision is of great significance for implementing the major decisions and deployments of the Party Central Committee on deepening the reform of state-owned enterprises, optimizing the business environment, strengthening property rights protection, and promoting the healthy development of the capital market. Vice Chairman Zheng Jianbang believes that the draft deeply summarizes practical experience, the revised content is comprehensive and targeted, and the enrichment and improvement of important systems are in line with reality. It will provide more systematic and mature legal rules for the operation of the socialist market economy, and provide effective and powerful legal guarantees for the high-quality development of China's economy. As the main organizational form adopted by modern enterprises, companies play an important role in the national economy and social development. "Yang Zhenwu, a member of the committee, said," The Company Law is the fundamental law of the socialist market economy system with Chinese characteristics. This comprehensive revision is conducive to further improving the effectiveness of corporate governance and promoting democratic management of enterprises. "During the group review, participants also put forward many useful suggestions. Member Qiu Xueqiang suggested adding relevant content on compliant and law-abiding operations to enable enterprises to operate in compliance with the law, concentrate on running the enterprise, comply with laws and regulations, and improve the competitiveness of the enterprise in legal compliance. At present, the reform of corporate compliance is continuously deepening and advancing, and it is developing from enterprise compliance to prior compliance, from case compliance to industry compliance improvement, and from industry and regional compliance to a wider range and field coverage. "An Lijia suggested adding provisions on the company's compliance construction obligations and exploring the establishment of a compliance system with Chinese characteristics. The democratic management rights of employees are the fundamental rights of workers, protected by the Constitution and should not be limited by the organizational form and size of the company's ownership system. Vice Chairman Wang Dongming proposed to effectively expand the scope of application of the employee director system and modify "limited liability companies with 300 or more employees" to "limited liability companies with 200 or more employees". He believes that this can further expand the coverage of the employee director system, and is more in line with the actual situation of China's company size, which is more conducive to protecting the rights and interests of employees and enabling the effective implementation of the law. In the practice of companies, many legal representatives do not have the ability to perform their duties and cannot bear corresponding responsibilities. "Tang Weijian, a member of the committee, believes that this phenomenon deviates from the original intention of the legal representative system and can also harm the interests of other shareholders or creditors of the company. Therefore, it is necessary to regulate it in legislation, and it is recommended to increase the conditions for the legal representative's ability and loyalty obligations to the company. In practice, there is still a situation where the actual controller transfers company risks through proxy shareholding agreements. "Wu Jing suggested further improving the relevant regulations for the identification of the actual controller of the company. (New News Agency)

Edit:Ying Ying    Responsible editor:Shen Chen

Source:rmfyb.chinacourt.org

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