A Research On The Issues Of China’s Secretary Of The Board System

Company secretary system is a system unique to corporate law of the common lawcountries, the earliest case the practice originated in the United Kingdom. In its longdevelopment process, company secretaries have changed from common clerks to seniorofficers of the company, and other equally important position of treasurer of the company’ssenior management, and gradually adopted by other countries, then the company law learn bysome civil law countries. Secretary of the Board system can not only promote theimprovement of the internal governance structure, but also promote the optimization of thecompany’s external governance environment. During the company secretary fulfills hisresponsibilities, the operation of the company becomes more efficient and normative, whichdisplays the values of efficiency and security.The reason why legal transplantation takes place is the valuable functions ofthetransplanted object. The board secretary system has the functions of testimony andsurveillance, communication and coordination as well as assistance to supervising. It canimprove the internal and exterior corporate governance. The transplantation of the boardsecretary system in our country has experienced a process from passive adaptation toinitiative transplantation. The board secretary system has been established basically indomestic listed companies. But the effect of implementing is not ideal and there are someproblems. This is due to the legal value orientation bias, as well as a number of specifictechnical issues, our current system does not give full play to the Company Secretary of theefficiency of the system out of value and security value. Therefore, this article throughhistorical analysis, comparison and empirical analysis of the method of induction, acomprehensive survey of the historical development of company secretary, the shortcomingsof the system of Chinese Company Secretary, give my recommendations, including theoverall framework and specific Construction of specific systems and improvement of theexternal operating environment of the recommendations, in order to improve the system ofour country’s Secretary of the Board.