Compliance investigation is actually a comprehensive physical examination of the operation and management of the enterprise, and effective compliance investigation can play a good role in "prevention, treatment and saving".
What are the types of compliance investigations?
1. Compliance due diligence. It mainly refers to the comprehensive review of the target company before the enterprise makes investment, mergers and acquisitions and develops third-party partners, often through assessment and legal risk prevention and control to avoid investment risks and dig into the development prospects of the target company.
2. Compliance internal investigation. It mainly refers to the professional compliance investigation activities carried out on the internal management, personnel, operation, finance, tax and other aspects of the enterprise, the main purpose is to find out whether the internal management system of the enterprise is sound, whether there is legal risk, and fill the loopholes as early as possible to provide a strong basis for the legal compliance development of the enterprise.
Enterprises want to thrive, one is to "consolidate the internal strength", the second is to "expand the territory", which in the process of external expansion of compliance due diligence is particularly important.
Shanghai Aozhi Survey Company: How to effectively carry out compliance investigations and promote better development of enterprises?
Who is subject to compliance due diligence?
1. Compliance due diligence on customers. It mainly investigates the customer's background, transactions, sources of funds, and history of violations of laws and regulations, which generally exist in banks and other financial institutions. Through due diligence, customers' reputation and risk can be subdivided and graded accordingly, providing references for enterprises to select high-quality target customers.
2. Conduct compliance due diligence on the target enterprises to be invested in. Mainly with the cooperation of the target enterprise to be invested in the merger and acquisition, the investigation of its qualification or issuer main qualification, assets, liabilities, external guarantees, major contracts, associated relations, labor relations and other issues, in order to find out whether the target enterprise to be invested in the merger and acquisition has carried out illegal acts, whether the investment will bring new legal risks after the merger and acquisition, and what development prospects.
3. Compliance due diligence on third parties. The third party refers to the enterprise or individual that has business cooperation with the enterprise, including upstream and downstream suppliers, sellers, agents and cooperative units, such as law firms, accounting firms and so on. The main purpose is to review whether the third-party cooperation units are reliable, whether there is legal risk, how to effectively establish firewalls, etc., in order to provide efficient services for enterprises.
What are the ways to conduct compliance due diligence?
1. Public information retrieval. That is, using the national enterprise credit information publicity system, credit center, Credit information Center of the People's Bank of China, China Judgment Literature Network, China Executive Information Disclosure network and other public platforms to search to confirm whether they have been investigated, punished, etc.; Use the third-party platforms such as enterprise check, Tian-eye check, Qixinbao, etc., to inquire about the operation and management of enterprises.
2. Conduct a questionnaire survey. Conduct questionnaire survey to target enterprises, shareholders, directors, supervisors and employees to understand their real ownership structure, business situation, management system, operation and so on.
3. Do background research. The background information of the target enterprise and the actual controller can be mastered by finding out the related enterprises, cooperative units and individuals of the target enterprise.
4. Review important documents. Generally speaking, the target enterprise's internal personnel and property management system, bidding documents, major transaction contracts, litigation materials and so on are reviewed to clarify their potential risks.
5. Review financial accounts. After sorting out and examining the financial accounts of the target enterprise since its establishment, it is verified whether there is any phenomenon of financial chaos and abnormal expenditure.
6. Conduct high-level interviews. The person who best understands the operation of the enterprise is the director and supervisor, so it is necessary to docking with the company's senior management and carry out a conversation, which may detect some clues.
7. Go on site visits. Rules, accounts, and conversations can be seamless with some effort, but the most authentic expression is on the ground, so a visit is necessary.
What is the process for conducting compliance due diligence?
1. Set up the due diligence project team and make early preparations. The first step in carrying out due diligence is to set up a special team, make clear the division of labor, clarify the purpose, object, method, scope and duration of the entrusted due diligence, formulate the due diligence work plan, list the required materials and work schedule, and lay a solid foundation for carrying out due diligence.
2. Review the due diligence data and conduct information analysis. After obtaining a large amount of information about the target object in the above way, the review work is carried out, and in the process of constantly verifying and supplementing, and consulting various teams, and trying to carry out statistical analysis of the information.
3. Issue due diligence report according to specific circumstances. By sorting out the aforementioned information and combining with the specific circumstances such as the purpose of due diligence, we will issue a preliminary due diligence report, timely find problems, follow up and supplement, and constantly improve.
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