On System Of Company Secretary Of China

The company secretary is an important link in corporation governance. It has unique and the vital function in safeguarding the unobstructed and highly effective corporation governance and the exterior law compliance, but since long ago, it has no systemic research on the system of company secretary in the academic circles of our country, the system of company secretary also did not have taken the function its should do in practice . This article starts from the value of the system of company secretary, then inspects its historical evolution and evaluates the legal regulation of the company secretary system of foreign advanced laws, then discusses on a more thorough view of the present system of company secretary in our country, particularly in its shortage and the reason, finally, the article put forward the proposals to improve the system of company secretary in our country.The article is divided into three chapters.Chapter one is mainly about the general analysis of the system of company secretary. The author starts from the connotation of company secretary, clear the basic connotation and the characteristic of company secretary, analyze the function to enhance the internal efficiency of company, as well as to safeguard exterior law compliance of company. The system of company secretary has experienced a long process: The company secretary separated from the interior ordinary secretaries of company, at first it subordinated to the board of directors, only undertook some internal management functions, afterwards gradually became an independent corporation governance institution, and the function of which have been extended, now the system of company secretary honorably puts the extraordinary splendor, many countries and regions of continental law had introduced this system to improve their corporate governance, at the same time, many countries had adjusted the system of company secretary ,and increased the company autonomous scopes. As the system of company secretary is a extremely intense practical system, we should analyze the related law regulation to study it, so this article places the analysis and judgment on the system of company secretary in U.K., Hong Kong and Macao: U.K. is the birth country of the system of company secretary, the system of company secretary in which is most typical and has profound influence on the other countries. In U.K., the company secretary is an institution must be set up according to the laws. Its status has the multiplicity; it is the organic unification of high-level administrative officer of company, internal governance institution and employee. The authority of company secretary may differentiate between the authority in managing internal affair of company and the authority in representing the company. In addition, U.K. also establishes the perfect mechanism to appoint and dismiss company secretary and to fill a vacancy when the company secretary is out. Hong Kong has profited from the system of company secretary of U.K. It has stipulated authority, the qualifications system and the characteristic bright corporate body secretary system. The system of company secretary of Macao is a successful transplant model for continent law countries to constitute the system of company secretary, there are much value in its experience. This article analyzes and evaluates its transplant background, company secretary's authority.The second chapter has carried on an analysis to the presentation and shortage of the system of company secretary in our country. The first company secretaries came forth in 1993, the system of company secretary had experienced a process which gradually developed, the State Council, the CSRC, the stock exchanges had formulated many rules and regulations to establish the status and responsibility of the company secretary, the new company law of 2005 also confirmed the high-level administrative officer of the company. Generally, the qualifications and procedure of company secretary, as well as responsibility was stipulated by the laws, especially there are the systemic stipulation and a nice execution in company secretary's responsibility. The frame of the system of company secretary has already been built. However, there are many shortages in the present system of company secretary: The majority of rules come from the securities law, the company secretary was narrowly pitched to assist to supervise and manage the high-level administrative officer; With regard to the authority of company secretary, the legal liability and the system condition to fulfill the responsibility, all of them have no enough stipulation; Moreover, the majority of existing rules are too low in legal effectiveness, and lack enough binding force. At the same time, the system of company secretary is only suitable to the list company, in defiance of the company secretaries in the other countries. There are many profound history, economy and social reasons: In order to sale the Chinese companies on the foreign stock exchange , our country has introduced the system of company secretary, afterwards in order to improve domestically corporation governance, the system extend to all list company. The shortages of corporation governance in our country had caused the hastily establishment of the system of company secretary. Moreover, the lower level of specialization in the company secretary team of our country has also restricted the exertion of its function.In the third chapter, refer to the shortages and its objective reasons in the present system of company secretary in our country, according to the elementary theory logic and the other advanced legal regulation, in order to complete the system of company secretary, the author puts forward the proposals from macroscopic and microscopic aspects. In the macroscopic aspect, we should expand the applicable scope of the system of company secretary, explicitly stipulate that the joint-stock limited liability companies should set up the company secretaries, the limited liability company may determine to set up or not by themselves, but once set up, they should abide by the rules of company secretary in the joint-stock limited liability companies. We should elevate the legal level of the rules about the company secretary—to translate the rules of company secretary enacted by CSRC and the stock 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 corporate governance of our country. In the microscopic aspect, we should nail down the independent status of company secretary, and company secretary should be only responsible for the company. We should set up the appointing and dismissing mechanism of company secretary in detail, especially the resignation mechanism. In order to safeguard the high-level administrative officer and the unique function of company secretary, we should change the present status stipulated from the responsibility, and increase the authority of company secretary. We should stipulate the good faith duty of company secretary, set up the complete legal liability system especially in civil liability system.