Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released a draft for public consultation on the "Regulatory Rules for Board Secretaries of Listed Companies," marking the first dedicated regulatory framework for board secretaries, aimed at clarifying their responsibilities and enhancing corporate governance [1][2]. Group 1: Clarification of Responsibilities - The new rules emphasize the dual responsibility of board secretaries in information disclosure and corporate governance, as highlighted in the State Council's opinions on strengthening regulatory oversight [2]. - Board secretaries are recognized as essential figures in corporate governance, with their roles evolving over nearly 30 years to include significant responsibilities in information disclosure and internal communication [2][3]. - The rules clarify that board secretaries should not be seen merely as administrative staff but as key management personnel responsible for critical tasks such as organizing information disclosure and ensuring compliance with governance structures [3][4]. Group 2: Mechanisms for Support and Accountability - The rules establish mechanisms to support board secretaries in their roles, including timely access to information and the establishment of communication channels with various stakeholders [5][6]. - A multi-faceted support system is mandated, requiring companies to provide dedicated resources and ensure effective communication among supervisory bodies [6]. - The rules also introduce a reporting mechanism for board secretaries facing obstacles in their duties, allowing them to report issues to regulatory authorities to enhance their independence [6]. Group 3: Professional Standards and Qualifications - The rules stipulate that companies must ensure board secretaries possess the necessary professional qualifications and knowledge of securities regulations to fulfill their roles effectively [7]. - Companies are required to review the qualifications of board secretaries and replace those who do not meet the standards, ensuring that only qualified individuals hold these positions [7]. - Board secretaries are prohibited from holding conflicting positions that may hinder their ability to perform their duties independently [7]. Group 4: Strengthening Accountability - The rules enhance accountability for board secretaries by requiring companies to implement regular evaluations of their performance and establish mechanisms for internal accountability [8]. - Companies must initiate internal accountability procedures for board secretaries who fail to fulfill their responsibilities, with severe cases leading to dismissal [8]. - External regulatory measures will be intensified for board secretaries who do not diligently perform their duties, particularly in cases of delayed or false information disclosure [8].
事关董秘,证监会征求意见
Zhong Guo Zheng Quan Bao·2025-12-31 09:45