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Study On Company Secretary Of Joint-stock Limited Company

Posted on:2004-05-17Degree:MasterType:Thesis
Country:ChinaCandidate:B E ZhengFull Text:PDF
GTID:2156360122967281Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Company secretary is thought to be a unique mechanism of common law system, which origins from England. In its history of more than a century, there are at least three eras that we can tell to define a company secretary, the first one is the era of being treated as solely a servant of the company, the second one is the era of being regarded as an organ of the company and has extensive duties, the third one began from the end of 20th century with the chaos of abandoning the formal requirements of company secretary for all companies in company laws. Because of its advantages, company secretary is admitted by many countries as a organ in company, not only by other common law system countries, but also by some continental law system countries.Company secretary is important in corporate governance because of its special duties in it. As an officer of the company at the center of the decision making process, the Company Secretary is in a powerful position of influence. The Company Secretary should assist and guide the directors in their pursuit of profit and growth but should also act with integrity and independence to protect the interests of the company, its shareholders and its employees. Today's Company Secretary should play a pro-active and central role in the governance of the company.There are four organs in a joint-stock limited company according to the rules of current Chinese company law; these are general meeting, the board, the audit committee and the manager. This kind of construction has defections in the effectiveness and secure of the running of the company, it also lacks enough checks and balances among these four organs. This paper will prove that a implanted mechanism of company secretary may assist in the solution of the defections mentioned above. Furthermore, a mechanism of company secretary will enhance the procedure of Chinese company law and facilitate the audition of administrative organizations. China have had some sorts of legislations of secretary company, which are mainly enacted by CSRC and stock exchanges, but there is no rule in the Chinese Company Law and Chinese Security Law, and the current legislation is not mature. Therefore, China should implant the mechanism of company secretary in company law and security law,including the qualification, duties, liabilities, and the relationship with other company organs.
Keywords/Search Tags:company secretary, organ of a company, official, implantation of foreign law
PDF Full Text Request
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