On The Issue Of Secretary For The Board Of Directors

Secretary for the board of directors, a concept from system of anglo-American law, is a legal system that originates from the Great Britain. In the new Company Law that is valid in January 1st 2006 in China states in Article 124 that"A listed company may have a secretary of the board of directors, who shall be responsible for the preparation of the sessions of shareholders' meeting and meetings of the board of directors, preservation of documents, management of the company's stock rights, information disclosure, and etc."This is the first time for the law of China to establish the system of secretary for the board of directors, which has a great impact on the administrative structure of companies in our country.As far as the research of mainland China is concerned, the textbook on the theory of company rarely deals with the issue of secretary for the board of directors. There are only a few essays that do some initial research on the system of secretary for the board of directors, but only confined to introduction to the system of secretary for the board of directors in foreign countries. As a whole, there is no research on the emergence of the system and the history background of its development as well as the research on the function and nature of the system. There is only some rough regulation on the system of secretary for the board of directors about its functions in the new company law, without any inference to the qualification of taking office and the procedure of appointment and dismissal. Therefore, this article has no legal guarantee. So in order to improve the Company Law and make the system of secretary for the board of directors more than an ornament, it's very important to do some research on this system to provide the company with more effective legal system. My essay is divided into four parts:Chapter one deals with the development of the system of secretary for the board of directors in Anglo-American countries, especially on the fruit of research and practice in Britain. In the early stage of the secretary for the board of directors, the secretary is only"the servant for the company", responsible for paperwork in the company. With the development of company, the secretary has more and more power, and is established as a legal institution in the company. In recent years, there has sprung up a dispute on the"unlegalization"about the setup of the secretary for board of directors. Then this part draws some regular pattern of the development of the system based on the analysis on the secretary system in the U.S.A, Hong Kong and the practice in Macau as the Commond Law.Chapter two first analyses the status of the secretary in a company, that is, a senior administrative staff subordinate to the board of directors. As a legal institution in a company, its powers come from the law and the company. This part also summarizes the qualification of taking office, the procedure of appointment and dismissal, obligation and legal responsibility of the secretary. Then this part inquires into the legal value of the system of the secretary for the board of directors to provide reference for the setup of a perfect and clear system of the secretary of board of directors.Chapter three investigates on the status of the secretary of board of directors, analyses its flaws and problems in the system. Our company law establishes secretary of board of directors as a legal institution in a company and a senior administrative staff. Some instruments regulate the duties, appointment, dismissal, obligation and legal responsibilities of the secretary of the board of directors. However, there are still some problems such as imperfect system, duties over powers, high profession risks etc., which put secretary of board of directors at a disadvantage. Chapter four explains the necessity of the improvement of the secretary for board of directors, and tries to put forward some suggestion to improve the system. In the first place, to improve the secretary for the board of directors to protect its lawful interest as far as legislation is concerned; in the second place, to improve the appointment and dismissal procedure of the secretary to emphasize its independent status; thirdly, put a higher standard for the qualification of appointment for the secretary and expand its power range properly; lastly, to build a self-discipline secretary of board of directors system to make the secretary more professional.