深交所进一步强化董秘履职监管 推动提升上市公司治理水平

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has drafted the "Regulatory Rules for Secretaries of the Board of Directors of Listed Companies (Draft for Public Comment)" to enhance the governance level of listed companies, alongside the Shenzhen Stock Exchange's revision of its listing rules [1][5]. Group 1: Enhancements to Secretary Responsibilities - The revisions focus on upgrading the duties of the secretary, including detailed responsibilities in organizing information disclosure, promoting compliance in corporate governance, and enhancing internal and external communication [2][3]. - A robust mechanism for the secretary's performance is established, ensuring timely information access and embedding the secretary's role into daily management processes [2][3]. Group 2: Board and Executive Management Regulations - The revisions impose stricter qualifications for secretaries, requiring at least five years of relevant work experience or professional certifications [3]. - The nomination committee's responsibilities are reinforced to prevent unsuitable candidates from being appointed, considering the board's composition and expertise [3]. Group 3: Strengthening Oversight of Board and Executives - The revisions detail the diligence and loyalty obligations of board members, including the need for thorough information gathering and conflict of interest disclosures [4]. - A mechanism for regular evaluation and accountability of the secretary's performance is mandated, with provisions for immediate replacement in cases of negligence [4]. Group 4: Regulation of Major Shareholders and Controllers - New rules require that major shareholders or controllers who also serve as the chairman and CEO must have clearly defined power distribution and disclosure practices [4]. - Restrictions are placed on similar or related business activities that could adversely affect the company, enhancing transparency in competitive disclosures [4]. Group 5: Importance of High-Quality Governance - High-quality governance is deemed essential for the stable operation of the capital market, with the secretary playing a crucial role in maintaining the integrity of information disclosure and facilitating effective communication [5][6]. - The revisions aim to address existing issues such as unclear responsibilities and inadequate support for secretaries, thereby enhancing their ability to fulfill their roles effectively [6].