Analysis Of Company Secretary System Of Listed Company In China

The company secretary originates from England. It has played an important role in the companies. Not only improve the efficiency of the company, but also can coordinate with other systems to perfect the company governance. At present, some top management persons such as the board has higher power, it is difficult to restrict their power to avoid abusing. But it has unique and vital function in safeguarding the unobstructed and highly effective company governance and the exterior law compliance. Nowadays the company secretary is an essential top-level administrative officer. It is a keeper of the company governance as well as an important bridge of adjusting relationship between the company and its members, and between its inner organizations. The company secretary has been adopted by other common law systems countries because of its restrictive function and protection function. The transplantation of the company secretary system in our country has experienced a process from passive adaptation to initiative transplantation.In recent years, as an important participant in the capital market—listed company always had false information disclosure, cover up the truth of management which disrupted the orderly operation of capital market seriously and damaged the interests of investors in general. Facts proved legally again, the advanced systems of company law in Western developed countries has been or being imported by our country. Company secretary system is one of them. The value of the company secretary system is concerned more and more, but the most of the scholars focus on the system itself even exaggerate its advantages. The effect of implementing is not ideal and the problem of working condition is concerned by fewer. As the foreign goods, it has some native problems that the relatively well-developed theoretical and empirical of western company secretary system. It needs to help China listed company to solve the specific problems based on current China's capital market. Our company law should regulate the company secretary system. It developed and flourish still needs theorists and practitioners to do the common concern and painstaking research. As a company governance structure, the company secretary has been widespread concerned by China's regulators. Audit hope our company secretary system will promote development in China, and play its due role in China's socialist market economy.The article introduced the company secretary system of common system and the value of the system firstly. Then introduce the company secretary system of listed company general situation in our country. Mainly discuss the value of the company secretary system, the gap between the ideal and the actuality, the reasons of the system realize unsatisfactorily and so on.The article divided into four chapters:Chapter one is a summarization of the company secretary system. It introduced the origin and development of company secretary system in common law system and the value of the system. Then introduce the process of the company secretary system build in our country. It is a detailed introduction of content of the company secretary system listed company in China. The development of the company secretary system in common law experienced three eras. The first one is an officer regulate internal affairs. The second one is an agent of the company. The third one is disputed. Nowadays the company secretary system is more perfect. The company secretary not only can improve the efficiency of the corporation operation with other senior officers, but also can coordinate with supervision department and investors. The rights of programmed and identification can balance and supervise the company governance. The company secretary system experienced three eras in China. Transplant passively, study actively and complete actively. The company secretary system has the functions of testimony and surveillance, communication and coordination as well as assistance to supervising. It can improve the internal and exterior company governance. The system has been improved based on the reality. Mainly about it has established basically in domestic listed companies and there is no reason to be fired.Chapter two is mainly about the ideal and reality of the company secretary system. Mainly discuss the gap between the expected function and actual utility. The legislator expected the company secretary exerting utility for three aspects. The first one is the information disclosure which the company secretary declared should be true, exact, complete and timely. But the factor is the company secretary often declared unfertile and false information. The second one is the company secretary supervise the legality of the board authority. But the factor is the listed companies always controlled by less people. The company secretary don not have the true status. He takes orders from large shareholders. The third one is the company secretary have adequate energy to work and exert authority fully. But the factor is the company secretary has a lot of work to do, he has difficulty to do the job perfect. The pan-time company secretary has fewer time to do the job, it is difficult for him to finish the job. Chapter three is mainly about the reasons of its flaws and problems. As the transplanted system, the company secretary system has a satisfactory effect in common law. However, when our country set up this system, it has many problems, such as imperfect system, duties over power, high profession risks etc. Our company law establishes the company secretary as a legal institution in a company and a senior administrative staff. Some instruments regulate the duties, appointment, dismissal, obligation and legal responsibility of the company secretary. So it is useful to research the reasons of flaws and problems of the company secretary in China.Chapter four explains the necessity of the improvement of the company secretary system and tries to put forward some suggestion to improve the system. The achievements of the company secretary system in company governance are very obviously. How to improve the system to promote the company governance is very important. The author puts forward the proposals from the system itself and macroscopic aspects. In the system aspect, we should improve the company secretary to protect its lawful interest as far as legislation is concerned; improve the appointment and dismissal procedure of the secretary to emphasize its independent status; put a higher standard for the qualification of appointment for the secretary and expand its power range properly. In the macroscopic aspect, we should build a self-discipline secretary of the company secretary system to make the system more professional. We should elevate the legal of the rules about the company secretary and exchanges to positive law and executive rules. Simultaneously, we should impel the specialization of company secretaries, and permit to set up corporate body as company secretary, enhance the status of company secretary in company governance of our country.In conclusion, from the legal perspective, the author analysis the system deeply, which is just from myself and limit view. As the short of practical experience, many viewpoints of this article are not mature. The author believe that with more and more theorist and practical attention on the company secretary system, the system will play irreplaceable positive function on the company governance.