The Compliance Governance Of Listed Companies From The Perspective Of Soft Law Regulation

Soft law refers to written rules that are formulated by specific subjects and have no mandatory binding force but can produce certain legal effects.They are written,open,and non-binding.Soft law exists not only in the fields of public law such as administrative law and international law,but also in the field of commercial affairs.It is a "rich area" of corporate governance and therefore is of vital significance to the growth of vigor of market and the maintenance of market order.Starting from the characteristics of soft law,this paper refines the definition of soft law into "written rules formulated by specific subjects to play a negotiated governance role but not enforceable".Soft law is similar to habit,policy and morality in terms of formulation subject,action mechanism,and effect,but it also has its distinctive features,that is,it is mainly motivated by economic interests and the pressure of market reputation mechanism to advocate that commercial subjects take the initiative to carry out soft law.Comply with,or deviate from some of the rules in line with their own characteristics on the premise of overall compliance,and fully explain and explain the reasons for the deviation.The characteristics of soft law in terms of mechanism of action,negotiation,value objectives and content make it a good fit with the compliance governance of listed companies.Compliance governance is a modern corporate governance method adopted by listed companies to meet compliance requirements under the reform of the governance concept that places equal emphasis on risk prevention and corporate operation.In addition to complying with national laws,regulations and rules,the compliance governance of listed companies should also abide by the company’s articles of association,business ethics,public order and good customs and international treaties,undertake social responsibilities,and ultimately internalize compliance requirements into the company’s basic spirit and actively practice.Soft law can supplement business ethics,industry ethics,social responsibility and other parts that should not be compelled by national laws,and encourage companies to actively comply with compliance obligations through the incentives of market mechanisms.In terms of system supply of compliance governance of listed companies,articles of association,the "Guidelines for Corporate Governance of Listed Companies" and the listing rules issued by various stock exchanges are three typical types of soft laws.Applications should also be focused.The "Guidelines for Corporate Governance of Listed Companies" aims to provide guidelines for corporate governance,and its "comply or explain" rules should be fully utilized in practice.The listing rules focus on the certification role of the stock exchange in allowing the company’s stock to be listed and traded.The listed company shall,in accordance with the listing rules,improve the internal governance structure and improve the system of board secretary and independent directors.The company’s articles of association are the foothold of all the company’s systems.Listed companies should implement various systems and social responsibility clauses such as institutional setup and personnel arrangement for compliance governance in the articles of association.In order to further improve the legal system of compliance governance of listed companies,a system of rules with rich levels and diverse subjects should be built.By keeping the leading role of the "Company Law",an overall and principled framework should be designed for the compliance governance system,requiring listed companies to Its promoters,controlling shareholders or actual controllers,directors,supervisors,and senior managers of listed companies undertake statutory compliance obligations.Supplemented by various soft laws,conduct a principled and generalized compliance system design with compliance guidelines;clarify the auxiliary status of the "Governance Guidelines for Listed Companies",increase the proportion of guiding clauses,and establish the "comply or explain" principle And build the effectiveness level of the rules;give full play to the characteristics of stock exchange business rules that communicate with multiple parties,and introduce investor supervision.