116
A revised law to improve workers' rights has been passed in China at the national level
(www.taylorwessing.com)
Discuss anything related to China.
Community Rules:
0: Taiwan, Xizang (Tibet), Xinjiang, and Hong Kong are all part of China.
1: Don't go off topic.
2: Be Comradely.
3: Don't spread misinformation or bigotry.
讨论中国的地方。
社区规则:
零、台湾、西藏、新疆、和香港都是中国的一部分。
一、不要跑题。
二、友善对待同志。
三、不要传播谣言或偏执思想。
About the post title, this is a revision of an existing law, not a new law, I was confused when I saw the title as I am pretty sure the new laws passed two days ago were not about workers' rights.
TLDR: The revised Company Law makes employee representatives mandatory on the board of directors for LLCs or corporations that have 300 or more employees, employee representatives were already mandatory on board of supervisors (one-third minimum) before. Employee representatives are democratically elected by the Employee's Congress, Employee's Assembly or other forms.
The system of Employee's Congress (or Employee's Assembly) and employee representatives on the board of directors is not something new, but was limited in scope or optional. From the Company Law before this revision:
For LLCs (limited liability companies, 有限责任公司) that had a board of directors, employee representatives were not mandatory, unless they had 2 or more investors that are SOEs or state-owned investment entities. Paragraph 2 of Article 44:
For LLCs that had a board of supervisors (as opposed to small LLCs which can just have 1 to 2 supervisors), at least one-third had to be employee representatives. Paragraph 2 of Article 51:
Corporations (or joint stock limited company, 股份有限公司) are required to have both a board of directors and board of supervisors, but employee representatives were also optional on the board of directors. The one-third minimum for employee representatives on the board of supervisors also applies to corporations (Paragraph 2 of Article 117 is exactly the same as Paragraph 2 of Article 51 mentioned above). Paragraph 2 of Article 108:
Now that we got past the old revision, let's look at the revised Company Law. While the shared article mentions that Paragraph 2 of Article 17 makes the system of Employee's Congress the basic form of democratic management, it still preserves the wording that allows "other forms" (通过职工代表大会或者其他形式,实行民主管理). So I would say that the crucial difference is in Paragraph 1 of Article 68, that is for LLCs with more than 300 or more employees, employee representatives on the board of directors become mandatory:
Paragraph 2 of Article 108 then makes the above Paragraph 1 of Article 68 also apply to corporations:
But the revised law also allows both LLCs and corporations to establish audit committees (审计委员会) instead of a board of supervisors, employee representatives are optional on audit committees, as opposed to being mandatory on board of supervisors.
I reread Article 68 of the Company Law and figured I misunderstood it with regards to the audit committee (AC below) and board of supervisors (BoS below). If a company has an AC (optional employee representatives) in place of a BoS (minimum one-third employee representatives), and has 300 or more employees, then it is required to have employee representatives on the board of directors (BoD below).
Both the AC and BoS include 3 or more members, here are some of the differences that affect the number of employee representatives (summarized from Article 121 (on corporation AC), 76 (on LLC BoS), 130 (on corporation BoS) of the Company Law):
The difference in membership requirements means that at least one-third (x >= 1/3) of the BoS should be employee representatives, and less than half (x < 1/2) the AC can (optional) be employee representatives.
So if I understood all this correctly, for small private companies that have less than 300 employees and meet the criteria for not having a board of supervisors, they don't need employee representatives at all. This is where the interpretation of Paragraph 2 of Article 17 matters the most, whether or not establishing an Employee's Congress is mandatory, but I guess we'll find out soon enough when the revised law goes into effect on July 1st.
Ah, thanks for the context and the translation!