46 47 CHAPTER 1 CHAPTER 1 in the financial system, and various systems are not strictly implemented; The compliance foundation is weak and there is A lack of risk identification and response mechanism, etc. Therefore, Company A has formulated a detailed compliance rectification plan based on the above reasons and promoted various compliance rectification measures in an orderly manner. 3. THE KEY POINTS OF ANTI-CORRUPTION COMPLIANCE SYSTEM CONSTRUCTION OF PRIVATE ENTERPRISES INVOLVED In order to speed up the efforts and intensities of Company A’s compliance rectification, the author set up A team of compliance lawyers to assist Company A in the construction of its compliance management system, and developed remedial and preventive compliance rectification measures focusing on the reasons involved in the case, as follows: 3.1 Fully implement preventive compliance rectification measures 3.1.1 Reshape corporate governance structure With the rapid development of Company A, the original corporate governance structure has been unable to meet the needs of existing management. Therefore, in order to strengthen the company’s internal management, improve management efficiency, and deepen compliance management, Company A decided to reshape its governance structure, revised the company’s articles of association, and drafted the relevant change registration application materials such as shareholder decisions and board resolutions. Through the decision-making mechanism of the board of directors of one person, one vote, it can effectively prevent and control the violation or high-risk behavior of individual senior managers. After the change of industrial and commercial registration, Company A has completed the change from individual decision-making to collective decision-making. 3.1.2 Establish a compliance organization system With the assistance of the compliance lawyer team, Company A has set up a multi-level and multi-dimensional compliance management organization system composed of the board of directors, supervisors, managers represented by the general manager, compliance committee, the person in charge of compliance management, the lead department of compliance management, the departments of the first line of defense and compliance administrators. In the Compliance Management Measures, compliance management principles, concepts, and compliance management responsibilities at all levels are clearly defined in the way of rules and regulations. According to the Compliance Management Measures, the Board of Directors is the decision-making body of the company’s compliance management, the managers are responsible for the company’s compliance management according to their respective positions, and the supervisors supervise the company’s compliance construction work. The Company has set up a compliance committee at the level of the Board of Directors, which is responsible for the organization, leadership, overall coordination and coordination of compliance management, and has formulated the Rules of Procedure of the Compliance Management Committee to clarify the responsibilities, powers, composition of personnel and rules of procedure of the Compliance Committee. At the same time, under the guidance of the Compliance Management Measures, in order to deepen the compliance management work of Company A and promote the sustainable and healthy development of the company, Company A has set up a new compliance department. As the lead department of compliance management, Company A is responsible for implementing and coordinating the daily compliance management work, performing the functions of compliance management and risk assessment, and providing compliance support to other departments. 3.1.3 Establish and improve the system According to the relevant provisions of the international standard “Anti-bribery Management System Requirements and Use Guide” (ISO37001), the design of anti-bribery mechanism at the institutional level can be divided into “financial control” and “non-financial control” two modules. According to this standard, Company A also breaks down the system optimization level of anti-commercial bribery special compliance into the optimization and improvement of financial system and anti-commercial bribery system. 3.1.3.1 Optimize and improve the financial system Company A has carried out at least four times of inventory, rectification and improvement of various financial management systems in the field of financial management, the focus of which is the “establishment, reform and abolition” of financial management systems. The first systematic sorting work focused on the compliance review of the financial management system, and carried out item-by-item review on whether the system invoked external laws and regulations was currently effective and whether it conflicted with the prohibitions of laws and regulations. The result of this stage was the Proposal for Improving the System in the Field of Corporate Financial Management. The second system review is to revise and improve the relevant financial management system and form the financial management system according to the Proposal for the Improvement of the System in the field of Corporate Financial Management. The third systematic review focuses on the detailed financial reimbursement process and fund approval process, and clearly prohibits kickbacks and commercial bribery. Employ external third-party independent intermediaries to carry out tax and audit work on an annual basis. For example, the financial and tax risk management System stipulates that the company is prohibited from paying various favors, kickbacks, loans, etc. to units or individuals who have an interest relationship with the company in any name. It is prohibited for internal employees to collect any kind of gratuities, kickbacks, loans, etc. from units or individuals with interests of the Company in any name. The fourth systematic sorting work focuses on further refining various financial systems according to the adjusted and optimized corporate governance structure and compliance organization system, adding compliance review links, compliance points and matters reviewed by the Board of directors. As for the compliance review of the process, Company A adds the compliance review process in the Reimbursement and Payment Management System, which stipulates that “according to the fund approval system, if the reimbursement manager or participant of a certain business is the same person who approves the business, in addition to the approval according to the regulations, it also needs to be approved by the personnel with the authority of the upper level or the compliance department and the board of directors of the company.” In the “Reimbursement and Payment Management System” clearly defined the compliance department audit points. As for the compliance of capital approval, Company A puts the compliance review before the decision of the board of directors. In the Fund Approval System, it is clear that, except for external loans, if the amount of funds exceeds 50,000 yuan, each department must submit it to the compliance Department for compliance review, and those that are not approved by the compliance Department shall not be submitted to the Board of Directors for deliberation and decision. As for the daily business compliance supervision, the legal team under the Compliance Department of Company A will conduct daily verification, weekly feedback, monthly summary and report according to the relevant provisions of the Financial and Tax Risk Management System. If it is not implemented in accordance with the rules and regulations, the sales commission will not be issued temporarily or included in the management performance assessment of the relevant responsible person of the department. 3.1.3.2 Improve the anti-commercial bribery system With the assistance of the compliance lawyer team, Company A drafted, revised, improved and issued the AntiCommercial Bribery and Anti-corruption System, the AntiCommercial Bribery Agreement with business partners, the Integrity Agreement with internal employees and other documents based on the actual situation, so as to strengthen institutional supervision and promote institutional anticorruption. Strengthen the supervision and management of key links and personnel in key positions prone to frequent corruption. At the same time, with the assistance of the compliance lawyer team, Company A collected and sorted out laws and regulations related to the company’s operation and management, formulated the List of Prohibited Compliance Obligations of the Company in the Field of Anti-Commercial Bribery, and formed the anti-commercial bribery laws and regulations database. In addition, Company A also formulated the Anti-Commercial Bribery Compliance Management Manual, which serves as the action guide and basic guideline for the company to identify, evaluate and manage commercial bribery risks. The manual sorted out the main forms of commercial bribery, identification and assessment of commercial bribery risks, and further strengthened the awareness of compliance, integrity and anti-commercial bribery of all employees. 3.1.3.3 Establish and improve the compliance system With the assistance of the compliance lawyer team, Company A formulated a set of basic compliance system based on the actual situation, including the Compliance Management Measures, the Employee Compliance Assessment and violation Handling Management Measures, the Employee Compliance Commitment Letter and other institutional documents, in order to promote and guarantee the effective implementation of this compliance rectification work. Among them, the Compliance Management Measures is the general charter for the construction of Company A’s compliance management system, which stipulates compliance management principles, compliance management responsibilities at all levels, key areas, key links and key personnel of compliance management, etc. Through the system, it has established compliance risk identification and early warning mechanism, violation
RkJQdWJsaXNoZXIy MjA0NzE4Mw==