首部上市公司董秘监管新规将出台 多维度规范履职 推动提升上市公司质量

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 rules represent 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 responsibilities, qualifications, support mechanisms, and accountability measures [1][2] Group 2: Responsibilities and Governance - The rules specify the responsibilities of board secretaries, including organizing information disclosure activities, ensuring compliance with governance structures, and facilitating internal and external communications [3][4] - Board secretaries are tasked with organizing regular and temporary reports, verifying their content, and managing insider information and public sentiment [3] Group 3: Support Mechanisms - The rules establish mechanisms for information access, requiring board secretaries to participate in meetings, review documents, and request explanations from relevant departments [4] - Companies are mandated to provide necessary support, such as hiring securities representatives and establishing departments under the board secretary's supervision [4] Group 4: Appointment and Accountability - The rules stipulate that board secretaries must have relevant work experience or qualifications in finance, accounting, auditing, or legal compliance, and must not have serious violations [5][6] - A nomination committee is required to review the qualifications of board secretaries, and they are prohibited from holding positions that may lead to conflicts of interest [6] - The rules also call for internal accountability mechanisms, including regular performance evaluations and strict penalties for non-compliance with disclosure requirements [6]