Explore the construction of the organizational structure of the comprehensive compliance management system

Published:

2021-12-31

Different central regulatory authorities have issued guidelines or guidelines for corporate compliance in many areas. These guidelines and guidelines have established "Chinese standards" for the establishment of a comprehensive compliance system for enterprises ". In the process of building a comprehensive compliance management system, some enterprises take it for granted to overthrow the original old system, rebuild a large and comprehensive static management system, and solve the compliance problem overnight. This approach is easy to cause repeated construction and waste of management resources. If the newly established compliance system cannot be well integrated with the original operating system of the enterprise, it will inevitably cause the comprehensive compliance system to become a decoration and cannot provide effective protection for the healthy and stable development of the enterprise. Guaranteed. Others think that simply changing brands and making a few personnel adjustments is the completion of the compliance system architecture. This paper-based compliance organizational structure, which is forced by the pressure of the regulatory authorities and passively copied according to the guidelines or guidelines, cannot truly embed the compliance requirements into the daily operation process of the enterprise, resulting in the construction of the entire compliance system becoming a mere formality and unable to operate effectively within the enterprise. Therefore, the establishment of the organizational structure of the compliance system is not only an important part of the comprehensive compliance management system, but also the cornerstone of the effective operation of various compliance work. 1. the basic principles of building a comprehensive compliance management system The principle of comprehensive coverage. Compliance should cover all business areas, departments, subsidiaries and branches at all levels and all staff of the enterprise, and run through the whole process of decision-making, implementation and supervision. Adhering to the principle of comprehensive coverage, it is necessary to ensure that information is unblocked from top to bottom, not only to make orders, but also to ensure that the compliance work at the end can be transmitted to the highest level. 2. Strengthen the principle of responsibility. Strengthen compliance management as an important responsibility of the main person in charge of the enterprise, establish a full compliance responsibility system, clarify the compliance responsibilities of managers and all employees, and supervise the implementation. The compliance management department should have a high status and authority within the enterprise and is not dependent on the business management department or the financial department. 3. The principle of collaborative linkage. Compliance management should be integrated with legal risk prevention, supervision, audit, internal control and risk management to ensure the effective operation of the compliance management system. The principle of objective independence. The enterprise and employees shall be objectively evaluated and dealt with in strict accordance with the law, and the compliance management department shall perform its duties independently without interference from other departments and personnel. Business departments and finance departments and their personnel cannot concurrently serve as compliance managers and intervene in compliance management to ensure that the compliance system does not have any conflict of interest with the business activities and financial management activities of the enterprise. Enterprises should allocate compliance professionals and compliance funds in line with compliance management for compliance departments, and invest sufficient human and material resources. 2. a model for building a comprehensive compliance management system architecture The organizational structure of a comprehensive compliance system can generally be divided into three levels: governance, management and executive, which generally include the compliance management committee, the chief compliance officer, the compliance department, and the compliance department and compliance team. According to the "Guidelines for Compliance Management of Central Enterprises (Trial)", seven departments in an enterprise have compliance management responsibilities and should be included in the framework of the compliance management system. 1. The Board of Directors is responsible for approving the strategic plan, system and annual report of compliance management; improving the compliance management system; deciding on the appointment and removal of the person in charge of compliance management; deciding on the establishment and functions of the lead department for compliance management; deciding on major matters of compliance management; and deciding to deal with violators in accordance with their authority. 2. The Supervisory Board is responsible for overseeing the decisions and processes of the Board of Directors; overseeing the compliance performance of directors and senior management; proposing the removal of directors and senior management who pose significant compliance risks; and proposing to the Board of Directors the removal of the person in charge of the Company's compliance management. 3. According to the decision of the board of directors, the management level shall establish and improve the organizational structure of compliance management; Approve the compliance management system; Approve the compliance management plan; Ensure that the compliance system is effectively implemented; Clarify the compliance management process; Ensure that compliance requirements are integrated into the business field; Stop and correct non-compliant business behaviors in a timely manner; According to the authority, the violators shall be held accountable. 4. Central enterprises set up compliance committees to undertake the organization, leadership and overall coordination of compliance management, hold regular meetings, study and decide on major matters of compliance management, and guide, supervise and evaluate compliance management. 5. The relevant person in charge or general counsel of the central enterprise shall serve as the person in charge of compliance management, and his responsibilities include: organizing the formulation of compliance management strategic plan; Participate in major decisions of the enterprise and put forward compliance opinions; Lead the compliance management lead department to carry out work; Report major matters of compliance management to the chairman and general manager; Organize the drafting of the annual report on compliance management. 6. Legal affairs agencies or other relevant agencies are compliance management departments: study and formulate compliance management plans and basic systems; continue to pay attention to changes in laws and regulations, organize compliance inspections and assessments, and conduct compliance evaluations on systems and processes, Order rectification and continuous improvement of violations; accept reports of violations, organize or participate in investigations of violations, and put forward handling suggestions; organize or assist business department and HR department to carry out compliance training. 7. The business department of the enterprise is responsible for the daily compliance management in this field, and organizes, coordinates and supervises the compliance management in this business field. It is necessary for enterprises to build a comprehensive compliance management system framework for enterprises to carry out compliance work. There is no standard answer as to which department will undertake the compliance function, how to divide the scope of authority between these departments, and which authority configuration is more efficient. Hunan Construction Engineering Group and Dongfang Electric Company are the earliest companies in China to build a comprehensive compliance system, and both have achieved good results. Now the construction of the compliance management system structure of the two companies is briefly introduced to provide reference. Hunan Construction Engineering Group has established an Integrity Compliance Committee directly under the board of directors. The secretary of the Group's Disciplinary Committee serves as the head of the committee, and the main senior management of the group is a member of the committee. The Group has appointed a Chief Compliance Officer, which is also held by the Group's General Counsel. The Group has set up a compliance department, which has transferred the compliance function to the former Legal Affairs Department, whose name has been changed to Legal Compliance Department. The Legal and Compliance Department has a Compliance Division, which is responsible for the establishment and implementation of the Group's integrity and compliance system. There are a number of compliance officers under the Legal Compliance Department. The Group has established a compliance organization system framed by the Compliance Committee, the Chief Compliance Officer, the Group Legal Compliance Department and the Legal Compliance Department of each unit. Dongfang Electric Company has established a top-level design of compliance management with the structure of "Board of Directors-Strategy, Investment and Risk Management Committee-Company Management-General Counsel. As the Chief Compliance Officer, the Group's General Counsel is responsible for researching and formulating the company's compliance policy and overseeing the implementation of the management compliance culture and compliance system. The Legal Audit Department is the compliance management department, which is fully responsible for the implementation of the company's specific compliance work, including the formulation of basic compliance management system, compliance review system for major issues, compliance evaluation and compliance training. In addition, the Discipline Inspection and Supervision Department is used as a special management department to be responsible for the investigation and handling of violations, and other departments of the company and affiliated enterprises are directly responsible departments to build a complete compliance organization structure. The Role of 3. Lawyers in Building a Comprehensive Compliance Management System In the early stage of compliance business, compliance lawyers habitually carry out "case source thinking". They still regard traditional business such as contract review and labor handling as their advantages. They are used to participating in legal service work only when the parties have litigation disputes. They lack all-round understanding and control of the legal risks faced by customers. However, in the foreseeable future, with the diversified and refined legal needs of enterprises in the field of compliance, compliance lawyers must establish "customer thinking". The service content should not only cover multiple compliance fields, but also meet the business characteristics and actual needs of enterprises. In terms of building a compliance system framework, compliance lawyers should be familiar with the operation rules of the enterprise, understand the internal organizational structure of the enterprise, cooperate with the business departments of the enterprise, understand the actual needs of the enterprise, pay attention to the whole process of the enterprise from decision-making, implementation to supervision and assessment, covering multiple stages such as research, evaluation, improvement and implementation, and effectively integrate compliance work with enterprise operation. In the process of providing compliance legal services, compliance lawyers must constantly change their roles and combine the independence and professionalism of lawyers with the nature and characteristics of the enterprise. In addition to professional legal knowledge, they also need to have certain communication skills. During the development of specific projects, they must actively communicate with clients, establish a weekly or monthly work report system, regularly submit work results, and continuously improve work methods, implement compliance risk assessment, control, formulation and response of compliance measures to ensure that the progress of the project and the content of various tasks meet customer expectations. Let the compliance system really work within the enterprise and form a long-term mechanism. Most enterprises in China have an extremely complicated management system. In addition to the general board of directors, management and board of supervisors, there are also multiple departments responsible for supervision, such as risk control, audit, legal affairs, discipline inspection and supervision, and the functional orientation of compliance departments is still vague. When building the organizational structure of the compliance system, an enterprise should proceed from reality, combine the industry type, characteristics and unique operation mode of the enterprise, and establish a set of organizational structure in line with its own characteristics, so as to provide a good foundation and guarantee for the operation of the compliance management system.

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