Analysis Of The Company Secretary System Of Listed Company In China

Secretary of the Board system in China transplanted from common law countries. Gradually the system of the Secretary of the Board in the1841English case practice in the United States, Hong Kong, Macau learn from the Secretary of the Board Clerk by an ordinary company evolved into the company’s senior management, showing that its role should not be underestimated. Secretary of the Board and Chief efficiency and safety of two values, have a positive effect on the company’s internal governance and external governance.The company listed in Hong Kong in1993, China in order to make up the blank of the system of the Secretary of the Board on the law, the birth of the first batch of Secretary of the Board. After the China Securities Regulatory Commission, Shanghai, Shenzhen and two stock exchanges have issued rules and regulations of the Secretary of the Board system, regulatory documents, came into effect on January1,2006, the Company Law of the People’s Republic of China in the form of law for the first time clearly defined Secretary of the Board of Directors system. However, in current theory and practice, the system is not mature enough, the institutional framework, there are still many problems. Therefore, the Secretary of the Board of listed companies in China the system needs further study.In this paper,I use the income-cost analysis methods, historical methods, comparative analysis of France, empirical analysis and other research methods to this study. Of the historical origin of the Secretary of the Board system on the basis of the analysis of the basic theory of the Secretary of the Board system, pointed out that the current situation and the plight of the legislation and practice of the Secretary of the Board of listed companies in China system, and then proposed the system of the Secretary of the board of directors of listed companies in China Improvement Strategies. The paper is divided into four parts.The first part examines the historical origins of the Secretary of the Board system, summed up some of the laws of the Secretary of the Board system:First, the Secretary of the Board’s position is gradually enhanced by the Secretary of the Board of the United Kingdom, the United States, Hong Kong, Macau system, from an ordinary the development of the company clerk become the company’s senior management; Second, the Board Secretary’s duties privileges significantly with the increase, this corporate power allocation from the "shareholders’meeting center’" to the "Board of Directors center"’transformation related, with the expansion of the Board of Directors the powers of, to assist the Board of Directors Secretary of the Board permission to work responsibilities increase.The second part is the basic theoretical analysis of secretary of the Board system. First, the system of values of the Secretary of the Board. Theory of income-cost analysis concluded that the Secretary of the Board system is an efficient system, its benefits outweigh the costs; derived from human capital theory analysis concluded that the Secretary of the Board belong to the scarcity of human capital through institutional incentives.Second, to establish the basic framework of the common law system of the National Secretary of the Board. It worths our Secretary of the Board System reference.The third part is the analysis of the status quo of the Secretary of the board of directors of listed companies in China system. Legislation, the legal position of Secretary of the Board system is not systematic. Practice, our Secretary of the Board is facing senior management positions unworthy of the name, powers and responsibilities balanced dilemma. Secretary of the Board system in China is faced with the current plight of reasons, including defects in our country in the legislative, as well as corporate governance environment.The fourth part is to improve the system suggestions of the Secretary of the board of directors of listed companies in China, which is the core content of this article. The one hand, we should improve in the Legislative Secretary to the Board system, the form of law to improve the level of the Secretary of the Board of legislation to expand its scope, clear their qualifications, working procedures, in particular, it is clear Secretary of the Board and the board of directors; system supporting measures in the Secretary of the Board should also be improved, including improving the equity incentive mechanism to promote market-oriented, specialized process of the Secretary of the Board system.Should be noted that, I try to use income-cost theory and the theory of human capital on the Secretary of the Board system in the second part of the revenue, and expect to convert a perspective to explore the system of the Secretary of the Board.