首部上市公司董秘监管新规将出台

Core Viewpoint - The China Securities Regulatory Commission (CSRC) has drafted the "Regulatory Rules for Board Secretaries of Listed Companies (Draft for Comments)" to enhance the governance level of listed companies by clarifying the roles and responsibilities of board secretaries [1][2]. Group 1: Regulatory Framework - The draft is the first dedicated regulatory framework for board secretaries, aiming to address issues such as unclear responsibilities, insufficient capabilities, inadequate support, and ambiguous accountability [1][2]. - The rules are designed to transform board secretaries into core components of corporate governance by restructuring their roles across various dimensions, including responsibility lists, qualification thresholds, support mechanisms, and accountability [1][2]. Group 2: Responsibilities and Governance - The rules consist of 38 articles that systematically redefine the role of board secretaries, including clarifying their responsibilities in information disclosure, compliance with governance structures, and facilitating internal and external communications [3][4]. - Board secretaries are tasked with organizing information disclosure activities, ensuring compliance with corporate governance, and maintaining effective communication with stakeholders [3][4]. Group 3: Support Mechanisms - The rules establish mechanisms for information access, operational platforms, and remedies for board secretaries, ensuring they can perform their duties effectively [4][5]. - Board secretaries are granted rights to attend meetings, review documents, and request explanations from relevant departments, embedding their roles into daily management processes [4]. Group 4: Qualification and Accountability - The rules require that board secretaries possess relevant work experience or qualifications in finance, accounting, auditing, or legal compliance, and disclose any serious violations [5][6]. - A nomination committee must review the qualifications of board secretaries, and they are prohibited from holding positions that may lead to conflicts of interest [6]. - The rules mandate the establishment of internal accountability mechanisms, regular performance evaluations, and strict penalties for non-compliance, creating a comprehensive accountability framework [6].