On December 25, the draft amendment to the Company Law was submitted to the seventh meeting of the Standing Committee of the 14th National People's Congress for deliberation, which is the fourth review of the draft amendment to the Company Law by the Standing Committee of the National People's Congress. The fourth draft further strengthens the democratic management of employees and protects the legitimate rights and interests of employees. Provisions on the protection of the legitimate rights and interests of "employees" have been added to the legislative purposeThe provision of listening to the opinions of employees when the company decides to "dissolve and apply for bankruptcy" has been addedIn addition, a provision was added that "employee representatives of the board of directors of the company may become members of the audit committee".
Compared with the third review draft, the main changes made in the fourth review draft include: First, improve the relevant provisions of the registered capital system. It is added that laws, administrative regulations and decisions may make special provisions on the term of shareholders' capital contribution, so as to reserve space for setting a subscription period shorter than five years. It is clarified that the promoter of the shares shall pay the shares in full before the establishment of the company. The second is to strengthen the democratic management of employees and improve the deliberation methods and voting procedures of the audit committee. The third is to improve the protection of shareholders' rights. Increase the relief procedures for shareholders who have lost their rights, increase the provisions for shareholders to inspect and copy the relevant materials of wholly-owned subsidiaries, and improve the procedures for dual representative litigation. Fourth, add exceptions to the capital reduction of equal proportions as otherwise agreed by all shareholders of a limited liability company or otherwise provided for in the articles of association of shares.
In terms of strengthening the democratic management of employees and protecting the legitimate rights and interests of employees, Article 68 of the draft stipulates that "the board of directors of a limited liability company shall be composed of three or more members, and among its members may be representatives of employees of the company. In the case of a limited liability company with more than 300 employees, the board of directors of a limited liability company shall have employee representatives of the company, except for those that have established a board of supervisors in accordance with the law and have employee representatives of the company. ”
Regarding this content, in the group discussion in the afternoon of the same day, a number of members of the Standing Committee launched a heated discussion.
Committee member Tan Tianxing suggested that the number of workers here be changed from "300" to "200", so as to be consistent with the principles, spirit, and requirements of the Trade Union Law, the ** Law, and other relevant laws. He believes that the company's shareholders, creditors and employees are a community of interests, and the protection of the legitimate rights and interests of employees not only reflects the essential attributes of economic organizations under the socialist system, but also an important prerequisite for the stable, harmonious and sustainable development of the company.
Member Shi Yaobin also proposed that the threshold for the number of employee directors should be revised to 200 to expand the scope of application of the system, "which is consistent with the definition of the number of full-time trade union chairmen in the Trade Union Law." ”
Committee member Ouyang Changqiong said that in order to be in line with the current ** law and trade union law, it is proposed that the number of employees be revised from 300 to 200, "In the past, when we were restructured under the shareholding system, there were a number of companies that issued a large number of internal employee shares, and the company's shareholders were also employees of the company. ”
Committee member Luo Yuan suggested that the content of "employee representatives may become members of the audit committee" in the draft should be revised to "employee representatives should become members of the audit committee." He said: "The composition of the audit committee should not only consider professionalism, but more importantly, the representativeness, impartiality and effectiveness of supervision." ”
Reporter Zhang Weijie.
*:Worker**.