首部！董秘监管规则“38条”征求意见，四大支柱推动董秘归位尽责

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has drafted the "Regulations on the Supervision of Secretaries of the Board of Directors of Listed Companies" to enhance the governance of listed companies and clarify the roles and responsibilities of board secretaries, marking the first specialized regulatory framework for this group in China's capital market [2][11]. Group 1: Responsibilities and Governance - The regulations clarify the responsibilities of board secretaries, emphasizing their role as organizers of information disclosure activities, including the preparation and disclosure of regular and temporary reports [3][4]. - Board secretaries are tasked with ensuring compliance in corporate governance, including the proper conduct of shareholder meetings and board meetings [3]. - They are also responsible for effective communication with internal and external stakeholders, including investors and regulatory bodies [4]. Group 2: Support for Duties - The regulations provide various support mechanisms for board secretaries, including the right to attend meetings, access documents, and request explanations from relevant departments [6][7]. - Companies are required to establish a dedicated department for the secretary's work and to assist independent directors in their duties [7]. - If board secretaries face obstruction in their duties, they are permitted to report to regulatory authorities [8]. Group 3: Appointment and Qualifications - The regulations stipulate that candidates for board secretary positions must have relevant work experience or qualifications in finance, accounting, auditing, or legal compliance [9]. - Companies must disclose the qualifications of their appointed board secretaries, ensuring they have at least five years of relevant experience or appropriate professional certifications [9][10]. - The nomination committee is responsible for reviewing the qualifications of board secretaries to prevent conflicts of interest [10]. Group 4: Accountability and Evaluation - Companies are required to establish internal accountability mechanisms and conduct regular evaluations of board secretaries' performance [11]. - Strict measures will be taken against board secretaries who fail to fulfill their duties, including potential replacement for serious negligence [11]. - The regulations aim to enhance the quality of information disclosure and compliance efficiency, promoting a shift from passive to proactive governance by board secretaries [11].