关键词: 合规管理, 公司治理, 公司治理习惯, 董事义务, 董事合规管理义务

Abstract: Compliance management embedded in corporate governance has become a universal constraint applicable to all companies. However, there are two problems: the externality of compliance management norms and the incompatibility between compliance management norms and corporate governance according to the law. There are limited ways in which compliance management norms of public law and the compliance management norms of neither public nor private laws are effectively applicable to corporate governance. Civil and commercial habit mechanism is an effective way for company law to respond to the increasing trend of compliance management. Therefore, the private law effect and its realization mechanism should be used to promote the transformation from regulatory rules of compliance management to corporate governance habits. After the transformation, referees should pay attention to different types of organizational habits of corporate compliance management, such as rules obedience, institutional setup and authority allocation, the power exercise procedures by internal institutional authority and adaptive transformation of compliance management system.

Key words: compliance management, corporate governance, corporate governance habit, directors’ fiduciary obligations, directors’ obligations for compliance management