員工在公司法制中之角色與對公司治理之影響

Abstract

二十一世紀約已過去四分之一，現代社會是個講求彈性、多元性、瞬時性的全新世界，員工與雇主間的勞動關係，亦已今非昔比，百年前，員工作為企業之勞動資本，多半被固定的上下班時間、上班地點與工作夥伴緊緊綑綁，然而，隨著科技發展成前人難以想像的模樣，現代的勞動關係早已突破百年前的框架，彈性工時、遠距工作、自營工作者等概念的出現與應用，顯示了員工與組織間的關係逐漸模糊，傳統法制中對於勞動關係的規制，可能業已不合時宜。 公司法雖將員工視為公司之利害關係人，卻設定以「契約」作為員工與公司之權利義務約定模式，實際上係將員工視為公司治理之外部人，相對於內部之股東而言。然而，將員工排除於企業經營與公司治理之外，除無法完整利用員工之才能外，亦使員工經常難以理解企業之決策背景，從而產生勞資衝突，因此，「員工參與」之概念由此而生，旨在透過企業將員工納入治理與決策當中，以期提升企業各種層次上之效能。 本文之研究，即在討論以下問題，首先，於理論上，公司治理中是否可以容納員工之參與？其次，我國之法制環境中，有無推動員工參與制度之需求？最後，比較法上有哪些制度，可以作為吾人攻錯之他山之石？

The twenty-first century has already passed its first quarter, and modern society has evolved into a new world that emphasizes flexibility,diversity, and immediacy. The labor relationship between employees and employers has also undergone significant changes. A century ago, employees, as labor capital for enterprises, were often tightly bound by fixed working hours, work locations, fixed colleagues. However, with technological advancements that have transformed the world in ways unimaginable to previous generations, contemporary labor relations have far exceeded the framework established a century ago. The emergence and application of concepts such as flexible working hours, remote work, and self-employment indicate that the relationship between employees and organizations is increasingly blurred. The traditional legal framework regulating labor relations may no longer be relevant. Although corporate law regards employees as stakeholders in a company, it establishes a "contract" as the model for defining the rights and obligations between employees and the company, effectively treating employees as external parties to corporate governance, in contrast to internal shareholders. However, excluding employees from business operations and corporate governance not only prevents the full utilization of their talents but also makes it difficult for employees to understand the background of corporate decisions, leading to labor disputes. Consequently, the concept of "employee participation" has emerged, aimed at integrating employees into governance and decision-making processes in order to enhance organizational effectiveness at all levels. The research in this paper seeks to address the following questions: First, theoretically, can employee participation be incorporated into corporate governance? Second, within the context of our legal environment, is there a need to promote employee participation systems? Finally, what comparative legal systems exist that could serve as useful models for us to consider?