The Secretary Of The Board Of Directors System Of Legal Issues

Company secretary is thought to be a unique mechanism of common law system,which origins from England. Because of its advantages, company secretary is admittedby many countries as an organ in company, not only by other common law systemcountries, but also by some continental law system countries. Now company secretary isan essential top - level administrative officer. It is not only a keeper of the companygovernance but also an important bridge of adjusting relationship between the companyand its members, and between its inner organizations. In the process of building the system of modern enterprise, the company secretarysystem in common laws has been replanted into our law system. After ten years thisbrings little effect. This thesis probes the value tropism what we must stand by whenreplanting the company secretary system on the basis of it's efficiency and securityvalue, connected with the acceptance of the frame of company management to thesecretary of a company system. Current type of corporate governance of our country has defections in theeffectiveness and secure of the running of the company, it also lacks enough checks andbalances among these four organs. This paper will prove that a implanted mechanism ofcompany secretary may assist in the solution of the defections mentioned above.Furthermore, a mechanism of company secretary will enhance the procedure of Chinesecompany law and facilitate the audition of administrative organizations. China has had some sorts of legislations of company secretary, which are mainlyenacted by CSRC and stock exchanges, but there is no rule in the Chinese CompanyLaw and Chinese Security Law, and the current legislation is not mature. Therefore,China should implant the mechanism of company secretary in company law andsecurity law, including the qualification, duties, liabilities, and the relationship withother company organs.