What are the contents of the company's legal affairs management measures?

China has been vigorously cultivating innovative talents and providing many preferential policies for independent entrepreneurs. However, these self-employed individuals are not all highly educated, and many people don't know what the specific provisions are in the legal level of company management. So what is the content of the legal affairs management measures of the Company Law today? Measures for the Administration of Corporate Legal Affairs Chapter I General Provisions Article 1 These Measures are formulated in accordance with the Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises and the Measures for the Administration of Legal Advisers of State-owned Enterprises in order to strengthen the service and management of corporate legal affairs, ensure the safe operation of enterprises, prevent and resolve legal risks in operation, safeguard the legitimate rights and interests of enterprises and promote the legal system construction of enterprises. Article 2 These Measures shall apply to China Nuclear Industry Construction Group Corporation (hereinafter referred to as the Group Corporation) and its affiliated enterprises and enterprise-type institutions. Article 3 Each member enterprise shall establish and improve corresponding rules and regulations and an effective mechanism for preventing legal risks. Article 4 Each member enterprise shall implement the enterprise legal adviser system, and enterprises with conditions shall set up an enterprise legal affairs office and implement the general legal adviser system. Article 5 All departments and member enterprises of a group company shall provide support for corporate legal affairs and ensure that corporate legal affairs institutions and personnel carry out their work according to law. Group companies and member enterprises shall include the funds for corporate legal work in the annual budget, which shall be earmarked for various expenditures related to corporate legal work and shall not be used for other purposes. The company's legal, financial, auditing, supervision, safety management and other business departments should strengthen communication and cooperation and improve the business risk prevention system. Sixth enterprise legal affairs institutions and personnel shall carry out their work according to law and safeguard the legitimate rights and interests of enterprises. Article 7 The legal work of an enterprise shall be under the responsibility system of the legal representative, who may authorize the deputy leader or the general counsel to take charge of the legal work. Article 8 The competent legal department of the Group Company shall guide and coordinate the legal work of the member enterprises according to the relevant laws and regulations and the rules of ministries and commissions, and be responsible for handling the legal affairs of the headquarters of the Group Company. Chapter II Contract (Agreement) Management Article 9 The management of important contracts (including but not limited to investment agreements, guarantee contracts and loan contracts) in the production and operation of enterprises shall be handled with reference to the provisions of this chapter. The logistics service contract, labor contract and labor service contract of the enterprise shall be the responsibility of the relevant departments. Article 10 The legal affairs agency is responsible for examining the legality of the contract and putting forward corresponding legal opinions; Each business department is responsible for the actual performance of the contract according to the specific division of labor. Article 11 Where a contract is signed in the name of an enterprise, the sponsoring department shall, after drafting or receiving the text of the contract, submit it to the legal affairs agency for review seven working days before the contract signing date, and attach the drafting instructions and relevant background information on the formation of the contract. Article 12 After receiving the contract text, the legal affairs agency shall generally complete the examination within 7 working days, except for special reasons. If the sponsoring department has special requirements for the time limit for review, it shall explain the reasons, and the time limit for review may be shortened accordingly with the consent of the legal affairs office. Thirteenth submitted to the legal institutions for review of the contract text and related materials, filed by the legal institutions, will not be returned, submitted to the department to retain the original. Article 14 A contract formally signed in the name of an enterprise shall, within 5 working days after the last party of the contract is signed, send a copy of the contract to the legal affairs agency for filing. Fifteenth enterprise legal affairs institutions need to send staff to participate in contract negotiations, the host department shall notify the legal affairs institutions in writing three working days before the negotiation date, and provide relevant background materials and an outline of the negotiation content. Chapter III Management of Rules Article 16 Where a rule issued in the name of an enterprise or various departments of an enterprise needs to be examined for legality, it shall be drafted by the sponsoring department and submitted to the legal institution, with drafting instructions and relevant background materials attached. Seventeenth legal institutions shall timely review the relevant materials after receiving them. Article 18 The provisions of this chapter shall not apply to the production technical standards and norms formulated by enterprises and their departments. Article 19 Matters not covered in this chapter shall be handled in accordance with the regulations of China Nuclear Industry Construction Group Corporation. Chapter IV Management of Other Legal Documents Article 20 Where other legal documents formed in the name of an enterprise need to be examined for legality, they shall be submitted to the legal institution for examination before the legal representative signs or the enterprise seals. Article 21 The legal documents mentioned in this chapter refer to legal documents other than contracts/agreements and litigation documents, including but not limited to articles of association, industrial and commercial registration materials, various certificates of rights, power of attorney and other documents related to the rights and obligations of enterprises or employees. Chapter V Management of External Legal Intermediaries Article 22 If it is really necessary to employ social legal intermediaries for legal affairs of enterprises, the legal institutions shall be responsible for them with the consent of the legal representative or person in charge. The legal institution shall carefully supervise the work of the personnel appointed by the employing unit. Article 23 Under any of the following circumstances, a social legal intermediary institution may be hired: (1) The participation of professional legal institutions such as law firms is required by relevant laws, regulations and rules of the state; (two) the relevant legal affairs must be coordinated by the personnel of the legal intermediary institution; Twenty-fourth employment of social legal intermediary institutions should adhere to the principle of giving priority to ability and benefit, and choose institutions with good social reputation and fair quotation. The employment of social legal intermediary institutions shall sign an employment agreement. Chapter VI Administration of Litigation and Arbitration Article 25 When all departments and staff members of an enterprise receive litigation or arbitration documents in which the enterprise is a party or an interested party, they shall submit them to the legal affairs agency on the day of receipt. Twenty-sixth legal affairs institutions shall, after receiving the litigation or arbitration documents, report to the enterprise leaders in a timely manner and collect relevant information and materials to study countermeasures. Twenty-seventh of the relevant litigation or arbitration documents received within the statutory time limit, the legal office shall handle it according to law within the prescribed time limit. For the litigation or arbitration documents received within the statutory time limit, the legal affairs agency shall report the relevant information to the enterprise leaders in a timely manner, and actively take remedial measures to effectively safeguard the legitimate rights and interests of enterprises. Twenty-eighth need to take the initiative to bring a lawsuit or arbitration in the name of an enterprise, it shall explain the relevant situation in writing and attach relevant materials to the legal office before the expiration of the time limit prescribed by law. After receiving the written explanation and relevant materials mentioned in the preceding paragraph, the legal affairs institution shall carefully analyze and study, and think that litigation or arbitration is beneficial to the enterprise, and shall handle it according to law; If it is not conducive to the enterprise, it shall explain to the relevant departments or report to the leaders of the enterprise. Article 29 After a case in which an enterprise is a party or a third party is closed, the legal affairs institution shall make a closing report, submit it to the enterprise leaders, and send a copy to the relevant business departments. Thirtieth member enterprises shall establish a legal affairs file management system. Article 31 Each member enterprise shall, before June 20th of each year, summarize and report the litigation and arbitration of the previous year to the legal affairs agency of the Group Company in written form. The written summary shall include the following contents: (1) the total number of cases and the total amount involved in the enterprise in the previous year; (2) The amount of case losses of the enterprise in the previous year; (three) the construction of the main system measures for the enterprise to deal with litigation and arbitration in the previous year; (four) summarize the experience and lessons of litigation and arbitration; (five) the number and total cost of employing social legal intermediaries. Chapter VII Handling of Non-litigation (Arbitration) Activities Article 32 Where it is necessary to carry out non-litigation (arbitration) activities in the name of an enterprise, it shall be handled by a legal affairs agency, and if necessary, a social legal intermediary agency may be hired in accordance with the provisions of Article 23 of these Measures. Article 33 The provisions of this chapter shall apply to administrative reconsideration, hearing and other activities that have an interest in the enterprise. Thirty-fourth after the non-litigation (arbitration) activities, the legal affairs agency shall make a closing report, submit it to the enterprise leaders and send a copy to the relevant business departments. Chapter VIII Reward and Punishment Measures Article 35 An enterprise shall reward and commend legal affairs institutions and personnel who have made outstanding achievements or significant contributions. Thirty-sixth in violation of the provisions of these measures, seriously damage the image of the enterprise or cause great economic losses, the group company or member enterprises shall be punished according to the internal management system of the enterprise. Violation of laws and regulations, shall be investigated for legal responsibility according to law. Thirty-seventh enterprises should include the usage of cadres and workers in the scope of assessment as one of the basis for promotion. Chapter IX Supplementary Provisions Article 38 The dates mentioned in these Measures refer to working days, which are counted from the second day after the occurrence of related events. Thirty-ninth legal affairs completed before the implementation of these measures shall be handled in accordance with the regulations at that time; Legal affairs that have not been completed at the time of implementation of these Measures shall be handled according to these Measures from the date of implementation. If it is really impossible to handle it in accordance with these measures or it will lead to duplication of procedures, it can be handled in accordance with the original provisions with the consent of the legal business department of the group company. Fortieth member enterprises should formulate specific implementation measures according to these measures and report them to the group company for the record. The legal affairs management of non-enterprise member units of the group company shall be implemented with reference to these measures. Article 41 The relevant business departments of the group company may, according to the needs of the work, formulate specific management measures for special legal affairs in conjunction with the legal business department. Article 42 The legal department of the Group Company shall be responsible for the interpretation of these Measures. Article 43 These Measures shall be implemented as of June 65438+ 10/day, 20 06. Working methods of the legal department. In the process of providing legal services for group companies, different legal service documents will be made according to different legal service contents, which is convenient for the management and arrangement of legal service documents. These rules are specially formulated. II. Make the following legal service documents according to legal service matters: 1. Legal advice. Legal risk tips 3. Emergency response 4. Legal advice. Law work briefing 6. Legal information 7. Legal information 8. Ask for instructions 9. Legal work log 650. 38+0 1. Daily legal consultation service record 12. Tracking table of legal services for negotiation 13. Minute 3 of the meeting. The documents provided by legal services are divided into suggested legal documents, explanatory legal documents, inquiry legal documents and recorded legal documents. Prompt legal documents refer to legal documents provided by legal advisers; Explanatory legal documents refer to legal documents that provide explanations on specific issues; Requesting legal documents refers to the legal documents that need to be approved and replied by the company; Documentary legal documents refer to legal documents that record the state or process of legal services, and are mainly used for filing. Four. Legal opinions mainly provide legal analysis, revision opinions, risk tips, solutions and suggestions on legal issues involved in legal affairs such as contracts and legal documents. V. Risk warning is mainly a legal service document for risk warning when the legal matters involved in the company are not suitable for issuing legal opinions, or only need to give special tips on certain legal risks. The emergency response of intransitive verbs is used for matters that have a significant impact on the company and are in urgent need of time, including matters that need to take remedial measures in time or require the company to make emergency decisions. VII. "Suggestion" is a common or representative event in the process of legal service, providing legal advice to remind the company to guard against some common behaviors. It is an extension of the legal opinion service project. Eight, "Legal work briefing" is a legal service extension document produced and managed in accordance with the "Legal work briefing Legal Service Rules". It is comprehensive, including suggestions, explanations and records. Nine. The situation statement is an explanatory legal service document for legal matters, which helps the company to understand the relevant situation of legal matters. X. "Legal information" refers to new laws, regulations, rules or policy information provided to the company and having an impact on the company. XI。 Request for instructions is a written legal service document submitted to the company before engaging in legal services that must be approved by the company. The request shall explain the necessity and specific circumstances of engaging in activities. Twelve, "work log" is a simple record of legal services, recorded by date. Thirteen, "legal adviser service record" is a record form filled in according to the service items in the process of lawyer service, indicating the service content, legal opinions and other major issues. Fourteen The daily legal consultation service record is a record form of oral or telephone consultation of the company, which is made and managed according to the Detailed Rules for Filing Daily Legal Consultation Records. 15. The Tracking Form of Legal Services for Negotiation Matters is a legal service document that records the legal services for negotiation in the process of providing legal services for negotiation according to the Detailed Rules for Legal Services for Participation in Negotiation Matters, and is managed and filed according to the principle of "one case, one form". 16. Meeting minutes are documents for recording legal services when attending meetings held by the company or holding talks with the company on legal services. Meeting minutes are made and managed in a fixed format. Part II: Formulate the detailed rules for the implementation of the review document 1. In order to standardize the legal service activities of contract review and other documents review, the detailed rules for the implementation of this review document are formulated. 2. The review documents referred to in these Detailed Rules include: contracts signed between the company and other parties, publicity materials released by the company, tender documents, internal management system of the company, normative documents and other written materials involving legal issues. Before signing the above documents, the company shall submit the relevant documents to the legal adviser for review. Documents with an amount of less than 1 10,000 yuan may not be reviewed, but if the company thinks it is necessary to review, it will be simplified according to these detailed rules. Three, the review of official documents should abide by professional ethics and practice discipline, based on facts, taking the law as the criterion, diligent, efficient and fast. 4. The review documents shall be based on the contract text and other materials provided by our company, combined with the information provided by specific agents, and subjective imagination, fabrication, assumption and speculation are strictly prohibited as the review basis. Five, ordinary documents in principle within 24 hours after the audit; Complete important and complicated documents on time according to company requirements. Six, in the process of review, that the situation is not clear or not clear, you can ask the company's specific manager or handling department; If necessary, you can make a written inquiry to the company. Seven. After reviewing the documents and clarifying the relevant information, the following treatment will be made according to different situations: 1. Provide legal advice; 2. The electronic documents provided by the company are directly modified in the modified format in the contract, and the legal consultation service records are filled in; 3. If it is impossible to issue a legal opinion on the expedited review document, it shall be directly amended in the contract, and the legal consultant service record shall be filled in; 4. For simple documents, if it is not necessary to issue legal opinions, the modification opinions shall be indicated in the contract review form, and the Legal Consultant Service Record shall be filled in; 5. For a simple contract, there is no need to issue a legal opinion or fill in a contract meeting review form. The legal adviser will give an oral reply to the revised opinions and fill in the daily legal consultation records. Eight. Legal opinions or other forms of amendments issued by legal advisers should be provided to specific managers and submitted to the board of directors and the general manager's office of the company. The board of directors or the general manager's office shall supervise the revision of documents. IX. After submitting the legal opinion, the company thinks that the relevant contents do not need to be modified, and can sign the document circulation form after being signed by the person in charge of the company. However, if there are significant legal risks, the legal adviser shall make a "risk warning" or "emergency response". X. Review documents. If necessary or at the request of the company, normative documents, such as fixed contract model and internal rules, can be formulated and popularized after approval by the company. Eleven, review documents, if you think that the relevant matters are significant and complicated, you can propose to hold a special seminar or symposium, and provide legal counsel review opinions or legal programs according to the results of the seminar or symposium. Twelve, the legal adviser to review documents should determine the specific contact information, so that the specific file manager or office can contact and communicate in time. Thirteen. The review documents shall be filed for future reference, and all copies or electronic documents of the review documents shall be kept, and the original documents shall be kept by the company. Part III: Formulating the detailed rules of legal services for legal counsel to participate in the negotiation 1. In the process of providing legal consulting services for the company by legal consultants, in view of the fact that the company will involve a large number of business negotiations, including legal matters and contract signing consultation, these detailed rules are formulated in order to standardize the legal service activities of negotiation matters. 2. Legal counsel should safeguard the legitimate rights and interests of the company when participating in the negotiation, and strive for the maximization of interests for the company within the scope permitted by law. Three, the legal adviser should understand the negotiation matters, the basic situation of the other party, the degree of negotiation, negotiation differences, negotiation process plan, etc. Before the negotiation. When the relevant information is not clear, the legal adviser shall verify the relevant information with the specific agent or undertaking department. When necessary, the legal adviser can investigate the basic situation and credit status of the negotiating party. Four. For major negotiations, the legal adviser should discuss and demonstrate the legal feasibility, fully communicate with the relevant departments of the company, request the company to hold a work coordination meeting with the relevant departments when necessary, and solicit the opinions of the relevant departments on the financial and engineering matters involved in the negotiations. Five, major negotiations, the legal adviser should determine the negotiation plan in advance, and communicate with the company on the negotiation related matters, to obtain * * * knowledge or determine the negotiation principles. If the legal counsel is unable to work out a negotiation plan due to the time constraint of the negotiation matters, the legal counsel shall know the negotiation matters and relevant materials, communicate with the company personnel orally before the negotiation, and fill in the legal counsel service record afterwards. Six, according to the needs of the negotiation work, legal counsel as a company staff to participate in the negotiations. 7. According to the different matters to be negotiated, the following methods can be adopted: 1. The legal adviser provides legal opinions on the negotiation matters, and the specific manager of the company negotiates with the other party according to the opinions; 2. Pure legal affairs negotiation, in which the legal adviser negotiates with the other party separately at the request of the company; 3, comprehensive negotiations, by the legal adviser in conjunction with the relevant departments of * * * company to participate in the negotiations. Eight, in accordance with the first paragraph of Article 7 of the company's personnel, should be timely informed of the relevant situation, according to the results of the negotiations to provide new lawyer advice. Nine, in accordance with the provisions of the second paragraph of Article 7, the negotiation conducted by the legal adviser alone shall promptly feedback the negotiation results to the company, provide legal opinions on the negotiation situation for the company's decision-making, and further negotiate or formulate relevant agreement texts according to the company's opinions. 10. According to the third comprehensive negotiation of Article 7, the legal counsel cooperates with all departments of the company according to the negotiation contents, and the legal counsel comprehensively considers the legal issues of the whole negotiation. And provide opinions on the legal issues of the overall negotiation for the company's reference. Eleven, the other side of the negotiations to hire a lawyer to participate in the negotiations, the legal adviser should be directly involved. Twelve. Legal advisers shall participate in the negotiations, give opinions on the legal issues involved in the negotiations, grasp the negotiations from the perspective of legal legitimacy, and shall not improperly interfere with the company's business activities. Thirteen, the legal adviser should conduct legal argumentation on the new legal issues involved in the negotiation process after each negotiation, and adjust the negotiation plan appropriately to prepare for further negotiations. When necessary, the company can be invited to hold a coordination meeting to inform and discuss the negotiation situation and determine the negotiation plan for further negotiation. Fourteen, the legal adviser to participate in the negotiation matters shall fill in the "legal service tracking form for negotiation matters", record the negotiation process, and file it for future reference after the negotiation. The Tracking Table of Legal Services for Negotiation Matters is numbered separately according to the Gregorian calendar year and filed successively according to the negotiation start time. Fifteen, the "negotiation legal service tracking table" shall specify the negotiation start time, negotiation matters, the host department, the main participants and the person in charge, the other party's basic situation; According to the situation of each negotiation, the negotiation time, progress, main differences, new problems and remarks should be filled in; At the end of the negotiation, the negotiation results shall be indicated in the Tracking Form of Legal Services for Negotiation Matters. Sixteen, negotiation matters legal service tracking table is the internal work handover material of legal counsel. When the negotiation matters are handed over, the Tracking Form of Legal Services for Negotiation Matters should be handed over together with other negotiation materials, and other situations that cannot be reflected by the relevant materials should be explained to facilitate the smooth development of the negotiation work. 17. If the main differences in each negotiation involve legal issues, the legal adviser will make suggestions on whether the company can make concessions. It is suggested to submit it to the negotiation department in the form of "legal opinion" or "lawyer's opinion" and put it on record together with the negotiation materials. Eighteen, negotiations involving the drafting and review of the contract text, in accordance with the "detailed rules for the implementation of the review document". Nineteen, after the negotiation, the legal adviser shall prompt the risk according to the negotiation results, and prompt the problems that should be paid attention to during the performance of the contract. Twenty, according to the needs of the negotiation, the legal adviser may suggest that the company consult on professional issues in the negotiation or hire other professional institutions or professionals to provide services. Part IV: Participate in the formulation of the detailed rules for the implementation of the company's project meeting 1. In the process of providing legal consulting services for the company, these rules are formulated in order to standardize the activities of participating in the company's project meetings. 2. Attending the project meeting of the company shall abide by the professional ethics and practice discipline of lawyers and strictly observe the business secrets of the company. 3. The purpose of attending the company's project meeting is: to understand the company's project operation, work plan and arrangement, so that legal consultants can carry out legal services, formulate service plans and determine service methods; At the same time, provide opinions on the legal issues involved in the project meeting topics to avoid legal risks. Four. The company's project meetings that the legal adviser should attend include: (This article is determined by the company. The legal adviser suggests attending major business, project planning and major investment promotion meetings of the company, but it is not necessary to attend complete technical meetings. If other meetings involve legal issues, the legal adviser may attend according to the company's decision. Five, the legal adviser to participate in the company project meeting, should speak on the legal issues involved. For matters that do have legal obstacles, give lawyer's advice according to different situations: 1. Give legal advice on the modification of the company's plan and explain the reasons; 2. The original operation mode does not conform to the law, but there are other legal modes. After the legal adviser understands the actual purpose of the company, he designs the legal scheme; 3. If the matters involved are illegal, the illegality and illegal consequences shall be explained; When necessary, the legal adviser shall make a risk warning or emergency response. If the legal adviser of intransitive verbs attends the company's project meeting and thinks that the matters discussed involve major legal issues and need further legal argumentation, he can propose legal argumentation after the meeting and submit legal opinions to the company after the legal argumentation. Seven, to participate in the company's project meeting, should make the meeting minutes and file for future reference. Eight, "meeting minutes" including meeting time, meeting place, meeting participants, recorder, meeting topics, meeting content, etc. The minutes of the meeting shall be filed in separate volumes and arranged in chronological order. Nine, the production of "meeting minutes" is mainly aimed at the legal matters of the project meeting, and does not replace the role of the company's internal engineering project meeting minutes. The state provides many policies for independent entrepreneurs, which promotes the progress of the country while cultivating talents. Therefore, all of us should actively learn and understand the legal knowledge related to company law when we have the idea of starting our own company. We just learned about the company's legal management methods, in order to let everyone know more, avoid detours and improve the company's management level.