Study Board Secretary System

The Company Secretary System which originated in Britain develops with the development of the company system. As the power center of modern corporate transferring from board of shareholders to board of directors, board of directors plays more and more important role in company operating. However, because board of directors make decisions by meeting,but because the board is made by means of meeting resolution, this has given rise to responsible for the rapid development of programmatic transaction by the board of directors of the board secretary of system. Then board secretary in the company’s daily operation plays an important role, has become a problem in the corporate governance that can not be neglected.The transplantation of the company secretary system started in the early1990s in China. The need for overseas listing of domestic company cause deviation of value in the transplantation of the company secretary system.In addition, the special company system of domestic company makes the system environment of the implementation of the company secretary system unreasonable. This results in the effect of the practice of the company secretary system cannot meet the expectation. This article analysis the history, value and institution structure of typical countries (regions) through using historical analysis, case study and comparative analysis etc. thus providing effective for the improvement of the system of board of directors secretary.This paper introduces the significance of the topic, research methods and current situation at home and abroad.Then the author elaborate the basic theory of the company secretary system which are the basic concepts of the system and structure, the history of the system. According to the analysis of the Value of the system,this paper demonstrates its significance to our specific company practices. Subsequently it selected the United Kingdom and Macau, which are typical to conduct a comparative analysis of the system. This article compares two different legal systems from the Secretary of the Board, duties and powers, qualifications, working procedures and legal responsibilities, so as to indicate the specific direction for the improvement of our system. After then,it lists the constitution of our country’s company secretary system. Combined with the aforementioned contrast of the two legal systems, it deeply discusses value orientation bias, executives awkward position, occupation and other risky problem. Finally, based on the previous text,this paper give some legal advice to improve the system of our country, Including:to clarify its values, to protect the status of its executives,to promote their professional development and to improve its legal responsibility.