面对当前全面推行依法治国的现实大格局，无论立足于国家或社会层面，对企业和企业家依法经营的要求，将比先前任何时候都会更高和更为严格，如何强化刑事风险防范意识，努力提升防控刑事风险的能力，已成为企业家保证职业生涯安全和民营企业实现可持续发展的重要课题。有鉴于民营企业现阶段发展的制度环境与内部治理存在的问题，刑事风险防控工作已成为民营企业不容回避的现实任务；但如何进行有效防控却是理论界与实务界需要着力探索的现实问题。为了深入研究民营企业刑事风险的现实样态，本研究报告拟以Y药业集团为代表，立足于民营企业整体所面临的市场环境与法治环境，识别民营企业运行过程中存在的主要刑事风险样态，并在此基础上侧重从企业合规治理角度，提出推进民营企业刑事风险防控的具体对策与合规体系建设思路。考虑到民营企业发展所面临的整体市场环境，政府在市场信用体系建设中的基础与主导作用的发挥对于民营企业刑事风险的制度防控意义重大；重建政府信用与强化企业合规理应成为新时期民营企业刑事风险防控的两大基本走向。 导论部分通过对近年民营企业家刑事风险现状梳理分析，认为民营企业刑事风险高发存在意识薄弱与制度劣势、治理虚化与内控不足、制度瓶颈与诚信缺乏立法不全与司法不严等现实特征。因应于当前法治经济的新常态，刑事风险防控已成为其生存与发展的迫切需要；民营企业刑事风险防控既具有客观可行性，亦存在现实困难性；但防控的重点关注面则提示我们需要全面考察民营企业的发展制度环境与日常运行机制，深入民营企业重点考察其刑事风险的分布与程度应该成为防控体系建设的着力点。 第一部分首先介绍Y企业的背景情况与调研要求、目标，通过对调研方法与流程的梳理明确刑事风险的调查识别是民营企业刑事防控体系建设的基本前提。项目调研过程中需要遵循的原则旨在强调安全与效益是刑事风险防控不可偏废的两极，调研过程中的步骤细化是获取企业全面风险信息的保证，对不同层次群体的方法运用与信息收集重点内容需要切实的专业力量支撑。企业日常运营环节基本隐患的排查在于明晰民营企业刑事风险分布与企业合规义务的对应关系，其价值在于提炼出民营企业刑事风险防控的重点线索与方向。 第二部分基于对Y公司各项静态规章制度的分析筛查，并对同行业风险的分析和对比，结合问卷调查和访谈资料，按照公司存在的利益冲突程度、现实的违规机会、违规成本以及内部监管机制运行效率，界定出公司刑事风险的程度与重点范围，并从降低违规机会、提高违规成本、加强内部监管、完善内控机制等角度，有针对性地对公司运营中容易触及的高发罪名风险提出相应的防范措施。以罪名为线索作出的具体刑事风险评估建议旨在提出民营企业刑事风险防控应以加强内部日常治理与外部环境监管为基本策略。 第三部分从Y公司生产运营中所涉及的合规风险着手，结合公司合规体系建设实际情况提出相应的框架性建议。主要是从整体合规观念提升、合规制度完善、合规组织加强和合规机制健全四个层面提出防控刑事风险的基本思路。民营企业刑事风险防控的基本路径在于企业合规体系建设，不仅是现实中Y企业合规建设的缺漏所需，也是当前中国民营企业可持续发展需要秉持的基本理念与思路。但应明确的是，完美精细的合规管理体系并不适用于所有企业主体，做好业务与规范的平衡、成本与收益的平衡是民营企业是否有恰当合规管理体系的考察指标。 余论部分从民营企业刑事风险防控的外部环境即政府信用建设的角度展开探讨，因为民营企业刑事风险的基本特征在于对市场信用原则的违背，这种市场信用危机在相当程度上亦反映了政府信用建设的短缺现状。基于政府在建构市场信用秩序的关键与主导地位，民营企业刑事风险防控的基本立场是以建设信用政府为抓手重建市场信用：建设信用政府的目的在于推进以其公共权威为后盾，确立有效的制度规范，建构市场主体对法律、制度的信任，缓解当前民营企业因为地方政府信用局限而引发的短期化机会主义行为方式。政府信用重建的基本要求在于发挥市场与社会作用，依法行政与平等担责，构建有限与法治政府。市场信用重建的路径调整则包括：合理界定企业产权，加大民企产权保护力度；加强信用制度建设，着力构建社会信用体系；改善刑事治理对策，维护公正的市场秩序。

Under the actual background of full implementation of rule by law, the requirements for legal operation of enterprises and entrepreneurs will be higher and more stringent than ever before from both national and social levels. How to strengthen awareness for prevention and control of criminal risks and improve the capacity for the prevention and control of criminal risks has become an important topic for ensuring the career safety of entrepreneurs and realizing sustainable development of enterprises. In light of the institutional environment for the development of private enterprises at the present stage and problems in internal governance of private enterprises, the prevention and control of criminal risks has become an unavoidable task of private enterprises; however, how to effectively prevent and control criminal risks is a problem that theorists and practitioners must put forth effort to explore. To study the current situation of private enterprises’ criminal risks in depth, Y Pharmaceutical Group will be selected as the example in this research report to determine main criminal risks in the operation of private enterprises based on the market environment and legal environment confronted by private enterprises as a whole. On this basis, specific solutions for the prevention and control of criminal risks of private enterprises and ideas for building a compliance system are put forward from the viewpoint of compliance and governance of enterprises. In consideration of the overall market environment confronted by the development of private enterprises, the full play of the basic and leading role of government in the building of market credit system is of great significance for the prevention and control of criminal risks of private enterprises; the rebuilding of government credit and the enhancement of enterprise compliance should be the two basic directions of the prevention and control of criminal risks of private enterprises in the new era. In the introduction part, current situation of criminal risks of private entrepreneurs is analyzed to point out that reasons for the frequent occurrence of criminal risks of private enterprises include low awareness, institutional weaknesses, absence of governance, insufficient internal control, institutional bottleneck, the lack of integrity, imperfect legislation and slack law enforcement. Therefore, under the current new normal of rule-of-law economy, the prevention and control of criminal risks has become an urgent need for the survival and development of private enterprises. Although the prevention and control of criminal risks of private enterprises is objectively feasible, it is difficult to realize in reality. The key points of risk prevention and control suggest that we need to comprehensively explore the development system and environment and the daily operation mechanism of private enterprises and that the focus on the building of a prevention and control system should be the investigation of distribution and degree of criminal risks in private enterprises. The background information of Company Y and the requirements and objectives of the investigation are introduced in the first part. The determination of how to investigate and identify criminal risks through sorting investigation methods and processes is a fundamental premise for the building of the prevention and control system of criminal risks of private enterprises. Principles to be abided in the investigation process emphasize that safety and benefits are the two poles that cannot be ignored in the prevention and control of criminal risks. The refining of steps in the investigation process is a guarantee for the obtaining of comprehensive information on the risks of the enterprise, while the support from professionals is needed in determining the methods to be adopted when investigating groups at different levels and the key information to be collected. The aim of investigating basic hidden dangers in the daily operation of enterprises is to determine the correspondence between the distribution of criminal risks of private enterprises and the compliance obligations of such enterprises, which can help to discover the key cues and directions of the prevention and control of criminal risks of private enterprises. Based on the analysis and investigation of the rules and regulations of Company Y, the analysis and comparison of risks of other companies in the same industry and data collected through questionnaire survey and interview, the level and main range of the criminal risks of Company Y are determined according to existing level of interest conflict, actual chances for violation, violation cost and the operating efficiency of internal supervision mechanism. Meanwhile, corresponding precautionary measures are put forward aiming at frequently occurred accusations that may be committed in the operation of the company from the perspectives of reducing chances for violation, increasing violation cost, enhancing internal supervision and improving internal control mechanism. The aim of suggestions on the evaluation of specific criminal risks developed with accusations as the clue is to point out that the basic strategy for the prevention and control of criminal risks of private enterprises should be enhancing internal daily governance and external environment supervision. Starting with compliance risks involved in the operation of Company Y, corresponding framework suggestions are put forward in the third part based on the actual situation of the building of compliance system of the company, which mainly proposes the basic ideas for the prevention and control of criminal risks from four aspects, including raising overall awareness of compliance, perfecting compliance system, enhancing compliance organization and improving compliance mechanism. The basic path for the prevention and control of criminal risks of private enterprises is building an enterprise compliance system, which is not only a required solution for the gaps and omissions in the development of compliance of Company Y, but also a fundamental philosophy and idea that should be insisted in realizing sustainable development of Chinese private enterprises. However, it should be noted that a perfect and elaborate compliance management system does not apply to all business entities. The balance between business and normalization and the balance between cost and profit are indexes in evaluating whether a private enterprise has a suitable compliance management system. A discussion is conducted in the fourth part from the external environment of the prevention and control of criminal risks of private enterprises, that is, the construction of government credit. As the essential feature of criminal risks of private enterprises is the violation of the principle of good faith, such market credit crisis can substantially reflect the current situation of the lack of government credit construction. On account of the key and leading role of the government in building market credit order, the basic approach for the prevention and control of criminal risks of private enterprises is to rebuilding market credit through building a credible government. The aim of building a credible government is to implement established and effective institutional norms backed by its authority, build the trust of market entities in laws and systems and relieve the short-sighted opportunistic behaviors of private enterprises caused by limited credit of local governments. The basic requirements of rebuilding government credit include exerting the role of the market and the society, implementing law-based administration and equitable division of liabilities and building a limited and law-based government. Paths for the rebuilding of market credit include reasonably defining property rights of enterprises, enhancing the protection of the property rights of private enterprises; strengthening the construction of the credit system, put forth effort to construct the social credit system; improving criminal governance countermeasures and maintaining impartial market order.