How to evaluate the effectiveness of legal advisors

Chapter 1 General Provisions

Article 1 In order to further establish and improve the legal risk prevention mechanism for state-owned enterprises, standardize the work of corporate legal advisors, ensure that corporate legal advisors practice their law, and promote the legal operation of enterprises, To further strengthen the supervision and management of state-owned assets of enterprises and protect the legitimate rights and interests of owners of state-owned assets and enterprises in accordance with the law, these measures are formulated in accordance with the "Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises" and relevant national regulations.

Article 2 These Measures shall apply to the management of legal advisors of state-owned and state-controlled enterprises (hereinafter referred to as enterprises).

Article 3 The term "invested enterprises" as mentioned in these Measures refers to the state-owned assets supervision and administration agencies authorized by the State Council, the people's governments of provinces, autonomous regions, and municipalities directly under the Central Government, and the people's governments of districted cities and autonomous prefectures to perform the investor's duties in accordance with the law. enterprise.

Article 4 The state-owned assets supervision and administration agency is responsible for guiding the management of corporate legal advisors.

The state-owned assets supervision and administration agency of the higher-level government shall, in accordance with these Measures, guide and supervise the management of corporate legal advisors responsible for the state-owned assets supervision and administration agency of the lower-level government.

Article 5 State-owned assets supervision and administration agencies and enterprises shall establish legal mechanisms to prevent risks and establish and improve the enterprise legal advisory system.

Article 6 State-owned assets supervision and administration agencies and enterprises shall establish and improve incentive and restraint mechanisms for corporate legal advisors.

Chapter 2 Corporate Legal Advisors

Article 7 The term “corporate legal advisors” as mentioned in these Measures refers to those who have obtained the qualifications of corporate legal advisors and are appointed by the enterprise to specialize in corporate legal affairs. of in-house professionals.

Article 8 When practicing as a corporate legal consultant, they shall abide by relevant national regulations and obtain a corporate legal consultant qualification certificate.

The Corporate Legal Consultant Qualification Certificate must be obtained after passing the National Unified Corporate Legal Consultant Qualification Examination.

The state-owned assets supervision and administration agency of the State Council and the provincial-level state-owned assets supervision and administration agencies are responsible for the management of professional qualifications of corporate legal advisors in accordance with relevant national regulations. If the conditions are ripe, the association of corporate legal advisors should be entrusted with the specific handling.

Article 9 Enterprises shall support employees in learning and mastering legal knowledge related to their jobs, and encourage qualified personnel to participate in the National Enterprise Legal Counsel Qualification Examination.

Enterprises should establish a business training system for corporate legal advisors to improve the professional quality and professional level of corporate legal advisors.

Article 10 Corporate legal advisors shall abide by the following working principles:

(1) Practice in accordance with national laws, regulations and relevant provisions;

(2) Maintain legal status The legitimate rights and interests of the enterprise;

(3) Protect the legitimate rights and interests of the enterprise’s state-owned asset owners and other investors in accordance with the law;

(4) Prevent legal risks beforehand and control legal risks during the incident Mainly, followed by subsequent legal remedies.

Article 11 Corporate legal advisors shall enjoy the following rights:

(1) Responsible for handling legal affairs in corporate operation, management and decision-making;

(2) ) Provide opinions and suggestions on behaviors that damage the legitimate rights and interests of the enterprise, damage the legitimate rights and interests of investors, and violate laws and regulations;

(3) Check relevant documents and information of the enterprise according to work needs, and inquire relevant personnel of the enterprise;

(4) Other rights granted by laws, regulations, rules and enterprises.

If the enterprise refuses to adopt the opinions and suggestions put forward by the enterprise's legal advisor on item (2) of the preceding paragraph, causing significant economic losses and seriously damaging the legitimate rights and interests of the investor, the legal rights of the subsidiary enterprise of the invested enterprise shall be The consultant can report the matter to the invested enterprise, and the legal advisor of the invested enterprise can report it to the state-owned assets supervision and administration agency.

Article 12 Corporate legal advisors shall perform the following obligations:

(1) Comply with national laws, regulations and relevant provisions as well as corporate rules and regulations, and abide by professional ethics and professional disciplines;

p>

(2) Perform the duties of corporate legal advisor in accordance with the law;

(3) Be responsible for the legality of the legal opinions proposed, legal documents drafted and other legal matters handled;

(4) Keeping state secrets and corporate business secrets;

(5) Other obligations that must be fulfilled as stipulated by laws, regulations, rules and the enterprise.

Article 13 Enterprises should establish a scientific and standardized work system and work process for corporate legal advisors, stipulate the authority, procedures and working time limits of corporate legal advisors to handle corporate legal affairs, and ensure the smooth operation of corporate legal advisors. Carry out work.

Article 14 Enterprises should establish a professional and technical hierarchy system for corporate legal advisors.

Corporate legal advisers are divided into first-level legal advisers, second-level legal advisers and third-level legal advisers. Assessment methods will be formulated separately.

Article 15: Corporate legal affairs agencies may be equipped with corporate legal advisor assistants to assist corporate legal advisors in their work.

Chapter 3 General Legal Counsel of the Enterprise

Article 16 The general legal counsel of the enterprise as mentioned in these Measures refers to the person who has the qualification of corporate legal counsel and is appointed by the enterprise to be fully responsible for the enterprise. Senior managers working in legal affairs. The general legal counsel of an enterprise is responsible to the legal representative or general manager of the enterprise.

Article 17: Large enterprises shall set up corporate general counsel.

Article 18 The general legal counsel of an enterprise shall simultaneously meet the following conditions:

(1) Support and implement the basic line, principles and policies of the party and the country, be impartial and responsible, and strictly abide by laws and disciplines ;

(2) Familiar with business operations and management, with a high policy level and strong organizational and coordination capabilities;

(3) Proficient in legal business, with the ability to handle complex or difficult legal matters Work experience and ability in corporate affairs;

(4) Having the qualification to practice as a corporate legal advisor and serving as the main person in charge of the enterprise’s middle-level or above management departments for three years; or being appointed as a first-level legal advisor to the enterprise, and Served as the head of corporate legal affairs agency.

Article 19 The general legal counsel of an enterprise may be recruited from the public. Recruitment methods will be formulated separately.

Article 20 The appointment of the general legal counsel of an enterprise shall be subject to a filing system. The invested enterprise shall submit the selected general legal counsel of the enterprise to the state-owned assets supervision and administration agency for record in accordance with the procedures for the appointment and removal of the person in charge of the enterprise; the subsidiaries of the invested enterprise shall submit the selected general legal counsel of the enterprise to the invested enterprise for record.

Article 21 The general legal counsel of the enterprise shall perform the following duties:

(1) Be fully responsible for the legal affairs of the enterprise, and coordinate and handle legal affairs in the decision-making, operation and management of the enterprise in a unified manner ;

(2) Participate in the company’s major business decisions, ensure the legitimacy of the decisions, and provide preventive opinions on relevant legal risks;

(3) Participate in the formulation and development of important company rules and regulations Implement and establish and improve corporate legal affairs institutions;

(4) Responsible for corporate legal publicity, education and training, and organize the establishment of corporate legal advisor business training systems;

(5) Provide guidance to enterprises Propose corrective opinions on the violations of laws and regulations by subordinate units, supervise or assist relevant departments to make rectifications;

(6) Guide the legal affairs work of subordinate units, and make suggestions on the appointment and removal of the persons in charge of legal affairs of subordinate units;

(7) Other duties that should be performed by the general counsel of the enterprise.

Chapter 4 Corporate Legal Affairs Organization

Article 22 The corporate legal affairs organization referred to in these Measures refers to the functional department set up by the enterprise to specifically undertake corporate legal affairs work. , is a practice organization for corporate legal advisors.

Article 23 Large enterprises shall set up specialized legal affairs agencies, and other enterprises may set up legal affairs agencies as needed.

Enterprises should assign corporate legal advisors to legal affairs agencies based on work needs.

Article 24: Enterprise legal affairs agencies perform the following duties:

(1) Correctly implement national laws and regulations, and provide legal opinions on major business decisions of the enterprise;

(2) Draft or participate in the drafting and review of important corporate rules and regulations;

(3) Manage and review corporate contracts, and participate in the negotiation and drafting of major contracts;

( 4) Participate in major economic activities such as corporate division, merger, bankruptcy, dissolution, investment and financing, guarantees, leasing, property rights transfer, bidding and restructuring, reorganization, and company listing, and handle relevant legal affairs;

( 5) Handle corporate industrial and commercial registration, trademark, patent, trade secret protection, notarization, authentication and other related legal affairs, and do a good job in protecting corporate trademarks, patents, trade secrets and other intellectual property rights;

(6) Responsible for or Cooperate with relevant departments of the enterprise to carry out legal publicity and education for employees;

(7) Provide legal consultation related to the enterprise’s production and operation;

(8) Entrusted by the legal representative of the enterprise, participate in Enterprise litigation, arbitration, administrative reconsideration and hearings and other activities;

(9) Responsible for selecting and hiring lawyers, and supervising and evaluating their work;

(10) Handling enterprise responsibility Other legal matters assigned by the person.

Article 25 The legal affairs agency shall strengthen coordination and cooperation with the enterprise's financial, auditing and supervision departments, and establish and improve various internal supervision mechanisms of the enterprise.

Article 26 Enterprises shall support corporate legal affairs agencies and corporate legal advisors to perform their duties in accordance with the law, and provide necessary organizational, institutional and material guarantees for carrying out legal affairs work.

Chapter 5 Supervision and Inspection

Article 27 State-owned assets supervision and administration agencies shall strengthen supervision and inspection of the legal construction of enterprises in which they invest.

Article 28: State-owned assets supervision and administration agencies shall urge the invested enterprises to make decisions in accordance with the law, operate and manage in accordance with the law, and safeguard their legitimate rights and interests in accordance with the law.

Article 29 Major matters such as division, merger, bankruptcy, dissolution, capital increase or decrease, major investment and financing, etc. submitted to the state-owned assets supervision and administration authority for approval by the invested enterprise in accordance with relevant regulations shall be handled by the enterprise legal The consultant issues a legal opinion, analyzes the relevant legal risks, and clarifies legal responsibilities.

Article 30 If a legal dispute involving the major rights and interests of the investor occurs in the invested enterprise, it shall be filed with the state-owned assets supervision and administration agency within one month from the date of occurrence of the legal dispute, and shall accept relevant legal guidance and supervision.

Article 31 The supervision and inspection of the legal system construction of its subsidiaries by the invested enterprises shall be carried out in accordance with the provisions of this chapter.

Chapter 6 Rewards and Punishments

Article 32 State-owned assets supervision and administration agencies and enterprises shall be responsible for promoting enterprises to operate in accordance with the law, avoiding or recovering major economic losses of enterprises, and realizing state-owned assets supervision and management. Corporate legal affairs agencies and corporate legal consultants who have made significant contributions to asset preservation and appreciation will be commended and rewarded.

Article 33 If the corporate legal counsel and general counsel neglect their duties, abuse their powers, seek personal gain, and cause large losses to the enterprise, their legal responsibilities shall be investigated in accordance with the law, and at the same time, they may be punished in accordance with relevant regulations. The enterprise in which he/she works shall apply to the management authority to suspend his practice or revoke his corporate legal consultant's professional qualification certificate; if there is any suspicion of crime, he shall be transferred to the judicial authority for handling according to law.

Article 34 If an enterprise fails to establish and improve a legal supervision mechanism in accordance with relevant national regulations and makes major operational decision-making errors, the state-owned assets supervision and administration agency or the invested enterprise shall issue a notice of criticism or warning; if the circumstances are serious or If significant losses are caused to the enterprise's state-owned assets, the directly responsible person in charge and other directly responsible personnel will be subject to disciplinary sanctions in accordance with the law; if there are any criminal suspects, they will be transferred to judicial organs for handling in accordance with the law.

Article 35 If the relevant person in charge of an enterprise retaliates against the enterprise's legal adviser for performing his duties in accordance with the law, the state-owned assets supervision and administration agency or the invested enterprise shall issue a notice of criticism or warning; if the case is serious, discipline shall be imposed in accordance with the law. Punishment; if there is any suspicion of crime, transfer it to judicial organs for processing in accordance with the law.

Article 36 If the staff of the state-owned assets supervision and administration agency illegally interferes with the work of corporate legal advisors and infringes upon the legitimate rights and interests of the invested enterprises and corporate legal advisors, the directly responsible person in charge and other directly responsible personnel Administrative sanctions will be imposed in accordance with the law; if there is any suspicion of crime, the case will be transferred to judicial organs for processing in accordance with the law.

Chapter 7 Supplementary Provisions

Article 37 Enterprises and enterprise legal advisers may join associations of enterprise legal advisers in accordance with the law and participate in activities organized by the association.

Article 38 Local state-owned assets supervision and administration agencies may formulate implementation details based on these Measures.

Article 39 These Measures shall come into effect on June 1, 2004.

You can add me as a friend and get online legal consultation