Analysis Of The Company Secretary System

Company secretary system is a system unique to corporate law of the common law countries, the earliest case the practice originated in the United Kingdom. In its long development process, company secretaries have changed from common clerks to senior officers of the company, and other equally important position of treasurer of the company's senior management, and gradually adopted by other countries, then the company law learn by some civil law countries. Practice has proved that company secretary has a positive effect on internal governance structure and external governance structure of the company .During the company sevretary fulfills his responsibilities, the operation of the company becomes more efficient and normative, which displays the values of efficiency and security.The reason why legal transplantation takes place is the valuable functions of the transplanted object. The board secretary system has the functions of testimony and surveillance, communication and coordination as well as assistance to supervising. It can improve the internal and exterior corporate governance. The transplantation of the board secretary system in our country has experienced a process from passive adaptation to initiative transplantation. The board secretary system has been established basically in domestic listed companies. But the effect of implementing is not ideal and there are some problems. This is due to the legal value orientation bias, as well as a number of specific technical issues, our current system does not give full play to the Company Secretary of the efficiency of the system out of value and security value. Therefore, this article through historical analysis, comparison and empirical analysis of the method of induction, a comprehensive survey of the historical development of company secretary, the shotcomings of the system of Chinese Company Secretary, complete system of Company Secretary from the macro-and micro-adjustment provisions.This thesis consists of four parts as follows:Part one, do a systematic reasearch on the system of the Company Secretary, review the history that the experience in the UK from the company's general clerks to the company's senior management personnel, the improvement process in the United States and Hong Kong, and how the system make adjustments to transplant meet the actual needs in the civil law of Macao. Then compared and summarized legal framework for the system of Company Secretary, including legal status, powers, qualifications and the appointment and removal conditions, obligations and legal responsibilities and so on. On this basis, in-depth analysis of the legal system, Company Secretary of the value and system basis, then discuss the system of Company Secretary and the corporate governance structure of internal relations.Part two, introduced as well as the company secretary of China's transplant system, the process of building the system of company secretary, and summarized legal framework of Chinese company secretary for the system analyzes values.Part three, nnalysis of the actual situation with the problem of Chinese Company Secretary in the system. There are "executive" status of the embarrassment of the company secretary, the Board established by the Secretary of system tilt and corporate governance values of structural defects, as well as relevant laws and regulations of Company Secretary defects.Part four, based on the previous text to improve the system proposed legislative proposals from the macro and micro perspectives.