In recent years，With Siemens、ZTE and other companies were investigated in a compliant investigation by the US Department of Justice，Company compliance becomes a hot topic，The compliance industry also develops rapidly。Under the trend of close connection between the world economy，Company compliance system originated in the United States has had an impact on countries。In our country，Company compliance is currently manifested as criminal compliance，That is, for companies suspected of minor crimes，Can be removed by the establishment of a compliance system to reduce criminal punishment。There is no compliance system in my country's current "Company Law"，But "Article 177 of the Company Law (Revised Draft for Revised Draft)"，"State funding companies should establish and improve the internal supervision and management and risk control system，Strengthen internal compliance management "。Before the introduction of the compliance system，Unexpected need to clarify the theoretical connotation of the company's compliance。What is the company's compliance? Which institution should be responsible for?。

　　Bet365 app download Compliance requires the company to build corresponding management procedures and governance mechanisms，Ensure that their members and employees abide by relevant legal specifications。2021，International Standardization Organization formulated a new version of the "Compliance Management System: Application Requirements and Guide" (hereinafter referred to as the "Compliance System Guide")，and define the compliance obligation as "the compulsory requirements that the organization should comply with，and the requirements for voluntary compliance "。Based on this，Compliance is "Performing the Organization of the Organization of the Organization"，And this goal needs to be achieved by corporate management and governance。The Guide to the Compliance System lists the measures that can be taken by the company's compliance，Including the establishment of a compliance plan、Execution Plan、Check and improvement。At the same time，Based on the influence of company and employees，The company must also ensure the legality of employee behavior。For example，When the performance goal set by the company is unrealistic，Employees may violate the law for completing the assessment，illegal behavior of key employees may be identified as company behavior，so that the company is responsible。To avoid the occurrence of this situation，The company will actively formulate a management process，Optimize corporate culture and environment，to ensure that employee behavior is legal。Legislative purpose of legal setting compliance obligations lies in this。

　　Second, the company's compliance should be responsible for management.Shareholders meeting、The board of directors and the manager is a compulsory agency for modern corporate governance，other，Some mainland law countries including my country also set up the board of supervisors。Functional positioning based on the above agency，Company compliance shall be responsible for management (board and manager)，instead of shareholders' associations and supervisors。According to the coordinate theory of the ownership of the company's power，The board of directors is the company's power center，The company's operating management power and decision -making power belong to the board of directors。Compliance mechanism design as a major business business of the company，Of course belongs to the scope of power of the board of directors。In a large company，In order to improve operating efficiency，The board of directors often transfer daily decision -making power to the manager layer，Reserved the power of supervision and the power to formulate the company's basic system。So，The board of directors should be the main body of the formulation of a compliance plan，The manager layer assists the implementation and implementation of the plan。

Compared with the board of directors，Shareholders' Association and the Supervisory Board are not suitable for this responsibility。As far as the shareholders' meeting is concerned，On the one hand, it is limited by power，The power of the shareholders' meeting is limited to the development trend of legal matters as the development of modern corporate law，and the company's compliance is not within this legal item; on the other hand, it is limited by decision -making efficiency，Shareholders (Big) Society is relatively complicated、Low efficiency，Flexibility that does not have business decisions。As far as the board of supervisors is concerned，On the one hand, as a supervisory agency, do not understand the company’s business situation，It is also impossible to follow up in real time for the company's decision -making; on the other hand, lack of personnel power，I can only propose a dismissal suggestion on the performance of the directors and executives。From the perspective of legislative changes，The "Guidelines for Compliance Management (Trial)" issued by the SASAC in 2018 clearly stipulates the compliance management responsibilities of the Supervisory Board，But the "Administrative Measures for the Compliance of the Central Enterprise Enterprise" in 2022 only stipulates the corresponding responsibilities of the board of directors and the manager.，This shows bet365 best casino games that the supervisory committee should not become a legal body of compliance responsibilities。

　　Third, the obligation of compliance belongs to diligence.Due to the legal compliance duties due to management，It should also have corresponding compliance obligations，At this time, you need to further clarify the type of the compliance obligations。Traditional two -point method divided the directors' faith obligations into loyal obligations and diligence obligations，and the compliance obligation should be attributed to diligence。

One aspect，Compliance obligations are not loyal obligations，Different problems it is to solve from the Loyal Volunteer Institute。The purpose of loyal obligation is to prevent conflicts of interest，Requires directors to place the interests of the company on their own interests。When the director violates loyalty obligations，Often there is a subjective mentality of harming public fertilizer，Objectively manifested as the opportunity of usurping the company、Related transactions and other opportunity behavior。and the compliance obligation aims to establish a standard system within the company，Requires directors and manager layers to actively act as，Guaranteed company and their employees' behavior，To protect the interests of the company。Violations of compliance obligations will harm the interests of the company，But this is the result of the obligation to fulfill the obligation，The results of the conflict of interest。So，Although the setting of both obligations has the function of protecting the interests of the company，But the status of interests adjusted by the two is different。

On the other hand，Compliance obligations belong to diligence，is one of the contents of diligence。Diligence obligation means that the manager should do his best，It requires directors and managers to deal with company affairs，Bet365 app download It should be as serious and cautious as dealing with personal affairs。The reasons for the obligation to belong to the diligence obligations are as follows。First，Directors' supervision obligations are the prerequisite for compliance obligations。Supervision obligations require the board of directors to build an internal information report and transfer system，Master the company's information in time; and the design and operation of the compliance system，You need to take the director's ability to acquire company information as the premise。Theoretically，Supervision obligations and commercial decisions together constitute the content of the diligence obligation of directors。Second，The support of the obligation to belong to the diligence obligations has the support of empirical laws and norms。"Guidelines for the Articles of Association of Listed Companies" Article 98, paragraph 1, stipulates the content of the diligence obligation of directors，Including the company's business behavior to comply with the law、Regulations and national economic policy requirements。Last，The compliance obligations belong to the diligence obligation also conform to the experience of comparative law。In the United States，A series of jurisprudence indicates that the director's compliance supervision obligations belong to diligence。This compliance supervision obligation includes two aspects: First, the supervisor company's improper behavior and investigation and treatment measures，Second, supervise the company's performance and business decision -making risk。In Germany，Directors 'compliance obligations belong to the obligation of directors' abide by the law，It is also attributed to the category of attention obligations。

other，Compliance obligations are closely related to the company's risk management。The responsibilities of directors' risk management bet365 live casino games also requires the legality of the company's behavior，To reduce the credit risk faced by the company、Liquidity risk and operating risk。From the perspective of risk management，Directors' compliance obligations are more in line with diligence obligations，instead of loyal obligation。

　　Fourth, company compliance is a dynamic process.There is a variety of staggered and complicated interests in the company's governance，Therefore, there is no best governance plan in the absolute sense，Company compliance should be a dynamic process。According to the definition of the "Compliance System Guide"，Compliance management includes the establishment and implementation system and the evaluation and improvement of the system。The "Principles of Organization Compliance and Law Enforcement" drafted by the American Law Society also pointed out，Construction of the compliance system is a systematic work，Divided into different stages。In the prevention stage，The board of directors should establish a compliance mechanism that is compatible with the operation of the company，and evaluate it regularly，Key must evaluate the effectiveness of the company's internal information transmission。During the implementation stage，If you find illegal behavior，The board of directors should start internal investigations and actively assist in enforcement，This is an important means for the company's exemption。During the remedy stage，The board of directors should take timely measures to reduce the company's loss，For example, it should be recalled in time when it is found that the company’s products are defective。

In short，The company as the main body of the law，It does not have independent capacity，It must be used by the company’s internal institutions，Allocate through reasonable powers and responsibilities，Given Bet365 lotto review the responsibilities and obligations of the board of directors and the manager's compliance management，can ensure the legality of the company and their employees。The company's fulfillment obligations shall be used as legal elements that reduce or exempt the company's responsibility，This can inspire the initiative of the company's compliance governance，Therefore, public and private cooperation of social governance。

　(The author is a professor at the School of Law of Tsinghua University)