Strengthening legal work is the general requirement for implementing the arrangement and deployment of state-owned assets supervision and administration institutions, and it is also an important guarantee for group companies to make decisions, operate and manage according to law and safeguard their rights according to law.
(A) vigorously promote the legal work is an important part of the state-owned assets supervision and management system. Since the establishment of the new state-owned assets management system, the State Council and SASAC have attached great importance to the legal system construction of enterprises in order to strengthen the supervision of state-owned assets, safeguard their safety and enhance their management level and competitiveness. Provincial State-owned Assets Supervision and Administration Commission has successively issued important documents such as Guiding Opinions on Implementing the General Counsel System in Provincial-administered Enterprises (Lu SASAC [2006] No.3) and Guiding Opinions on Implementing the Legal Opinion System (Lu SASAC [2006] 1 1), and began to implement the General Counsel System in provincial-administered enterprises in 2006. In order to ensure the smooth progress of this work, the Provincial State-owned Assets Supervision and Administration Commission held a special meeting, issued guidance, and defined the work objectives, tasks and measures. In May this year, SASAC made an acceptance summary of the first batch of provincial-run enterprises that implemented the general counsel system in Shandong Province, and pointed out the main tasks and efforts of legal work in the future. In addition, the Provincial State-owned Assets Supervision and Administration Commission (SASAC) issued guidance on handling major legal disputes and issuing legal opinions. It has become an important part of the state-owned assets supervision and management system to actively guard against legal risks and strengthen legal affairs. In order to meet the overall requirements of state-owned assets supervision and administration institutions for legal affairs of provincial enterprises, it is imperative to improve the overall level of legal affairs of group companies.
(B) Strengthening legal affairs is an important guarantee for the overall development of service groups. In recent years, with the group company building a big transportation group, the pace of implementing the "going out" strategy is accelerating, the scale of the group is expanding day by day, and there are more and more industrial categories, and new fields such as railways, ports and airports are constantly emerging. The continuous expansion of foreign investment, exchanges and cooperation poses new challenges to the group company. In the face of increasingly fierce market competition and increasingly complex legal environment, it is very urgent to guard against legal risks, and the legal problems that need to be solved urgently have become an unavoidable important task.
(III) Strengthening legal work is an objective requirement for the group company to make investment management and business decisions according to law. At present, independent innovation, reform and reorganization, capital operation, company merger and division, equity transfer, large enterprise group construction, corporate governance structure, asset disposal, financing guarantee, risk prevention and control, enterprise intellectual property protection and harmonious enterprise construction have become important topics faced by group companies. These key tasks are inseparable from the company's legal affairs, and also put forward new and higher requirements for the company's legal affairs.
Second, improve the rules and regulations, plug management loopholes, and prevent legal risks.
Legal risk is one of the important risks in enterprise management. In modern society, enterprises are faced with multiple risks such as illegal decision-making, illegal operation, civil breach of contract, illegal infringement, major litigation and market supervision. Strengthening the supervision and management of legal affairs and establishing and perfecting various rules and regulations are effective ways to prevent legal risks.
(1) All legal entities should gradually improve a series of rules and regulations, including contract management, legal dispute settlement, entrusted management by legal representatives, and intellectual property management. According to the requirements of the Guiding Opinions of the Provincial State-owned Assets Supervision and Administration Commission on Implementing the General Counsel System in Provincial-administered Enterprises, we will further play the role of rules and regulations in important business decisions and enterprise contract audits. According to the practice of legal work, we will continue to explore and innovate the management of legal affairs in enterprises, standardize the working procedures of legal affairs, realize "moving forward, involving at the source, and participating in the whole process", ensure that major economic activities are carried out according to laws and regulations, and actively and effectively prevent legal risks.
(II) Each branch shall, according to the guidance system of the group company, or refer to the mature rules and regulations or experience of other legal entities, and combine the actual situation of the unit, formulate feasible implementation rules to ensure the orderly development of legal affairs. Secondly, we should conscientiously implement the Interim Measures for Contract Management and the Interim Measures for Handling Legal Disputes formulated and promulgated by the group company to ensure that the legal affairs work system is implemented.
(III) All units should not only strive to improve the enterprise rules and regulations, and lay a solid foundation for enterprise management, but also constantly check the rules and regulations and implementation rules through self-examination, investigation and revision in combination with the actual work, so as to give full play to the role of rules and regulations as an important part of legal risk prevention. We should pay attention to improving the execution of rules and regulations, implement the requirements of rules and regulations in combination with the construction of enterprise internal control system, increase the supervision of system implementation, and maintain the seriousness of the system.
Third, strengthen the construction of legal affairs institutions and talents, and strictly select intermediaries.
Strengthening the construction of legal affairs institutions and training legal talents is the source of power for the Group's legal affairs, and choosing excellent legal service intermediaries is an important guarantee for the Group's current legal affairs.
(1) According to the requirements of the Guiding Opinions of the Provincial State-owned Assets Supervision and Administration Commission on Implementing the General Counsel System in Provincial-administered Enterprises, the general counsel system will be gradually implemented in important subsidiaries and subsidiaries, especially listed companies. According to the actual situation of the unit, the leaders in charge serve as the general counsel, implement the duties and powers of the general counsel, and establish a training mechanism for reserve talents of the general counsel.
(2) Improve legal affairs institutions and actively cultivate legal talents. All ownership units shall specify the institutions and personnel who undertake legal affairs, and at least 1 shall be the person in charge of legal affairs and 1 shall be the legal affairs liaison, and encourage qualified units to establish independent legal affairs institutions. Encourage the staff of all units to apply for the qualification examination of enterprise legal adviser. After a period of time, the personnel engaged in legal affairs in all units are required to have the qualification of enterprise legal adviser in principle. Legal affairs personnel can be trained in professional knowledge through various ways and means to improve their professional quality, and at the same time, the overall quality of the legal consultant team can be continuously improved, and efforts can be made to build a compound talent team that knows both law and management.
(three) to fully implement the functions of legal institutions and strengthen legal publicity and education. All ownership units should clarify the scope, links and matters of legal affairs institutions participating in enterprise management and important economic activities, so that legal affairs institutions can have evidence to follow and rules to follow. In recent years, a series of laws closely related to enterprise development, such as company law, securities law, property law and labor contract law, have been promulgated one after another, which are having a wide and profound impact on enterprise management decisions. Strengthening legal publicity and education has become an indispensable function of legal institutions. All ownership units should regularly organize legal rotation training, promote "law into decision-making, law into business, law into departments, law into teams and groups", make legal publicity and education work regular, fixed and long-term, and lay a solid foundation for cultivating and building corporate compliance culture and enhancing corporate soft power.
(4) In principle, all ownership units shall invite provincial SASAC-approved intermediaries to provide legal services. Under special circumstances, a law firm recognized by the group company can be hired according to the needs of the work. Before signing the legal consultant agreement, the qualification of the target intermediary institution shall be reviewed. Hiring an intermediary agency can take the form of bidding and competitive negotiation, choose a powerful law firm, and safeguard the legitimate rights and interests of the group company to the maximum extent.
Fourth, improve the dispute settlement mechanism and increase decision-making participation.
It is a necessary measure to strengthen legal affairs and an important guarantee to improve the overall legal affairs level of enterprises to give full play to the audit role of legal affairs institutions headed by the general counsel of enterprises in participating in major business decisions of enterprises and establish a perfect legal dispute resolution mechanism.
(1) With the prevention, control and handling of major legal disputes as the starting point, effectively plug the loopholes in the loss of state-owned assets of enterprises. All units should further implement the Interim Measures for Handling Legal Dispute Cases of Group Companies, establish an early warning mechanism for legal dispute cases of enterprises, and implement dynamic monitoring. It is necessary to speed up the settlement of major legal disputes left over from history, deeply analyze the policy background of the case, speed up communication and coordination with judicial organs and relevant government departments, and jointly explore effective ways to solve the case.
(2) Continuously increase the breadth and depth of legal affairs participating in enterprise management. Attaching great importance to the role of the general counsel of an enterprise and ensuring that the general counsel expresses independent opinions on matters involving legal affairs in decision-making have become an important basis for enterprise decision-making. Legal documents without the signature of the general counsel cannot be released, major contracts without the review of the general counsel cannot be signed, and major projects without the demonstration of the general counsel cannot be implemented. Legal affairs institutions or personnel shall, under the leadership of the general counsel, review and check enterprise rules and regulations, daily economic contracts and major economic issues, provide legal advice, and play an important role in participating in project negotiations, handling legal disputes and solving important legal problems. All units of ownership should firmly establish the concept of "business decision-making, law first" and consciously take legal affairs as an important measure to improve management level and ensure enterprise development.
(3) Pay attention to and implement the legal opinion system. All units of ownership shall issue legal opinions on major economic issues such as investment and financing, project cooperation and development, asset disposal, merger and reorganization, merger and division, reform and reorganization in accordance with the requirements of the Guiding Opinions on the Implementation of the Legal Opinion System issued by the Provincial State-owned Assets Supervision and Administration Commission. And provide legal basis, legal interpretation, legal review and legal risk analysis to the company's leaders, decision-making bodies or superior units, so as to provide guarantee for enterprises to make legal decisions.
Five, the establishment of accountability mechanism, strengthen the assessment and supervision.
All ownership units should gradually establish a reasonable accountability mechanism for legal intermediaries and standardize the supervision, management and assessment of their legal affairs.
(a) the ownership unit should not only strictly choose legal service intermediaries, but also effectively supervise their service behavior. You can make it clear that the other party will bear the corresponding legal responsibility for the losses caused by dereliction of duty by signing a legal consultant agreement or a separate letter of responsibility. At the same time, establish a regular assessment mechanism for law firms, and take the results of regular assessment as an important basis for whether to renew their employment.
(two) the ownership units should be combined with the existing assessment methods or indicators, through appropriate ways to bring the legal affairs of their branches or departments into the scope of assessment, and formulate specific rewards and punishments for legal affairs staff.