The Research On The System Of Board Of Directors Secretary In Our Corporations

The Secretary of the board system which originated from England isan unique system in common law countries. With the development of thecorporate system, the board secretary had gradually become the seniormanagement of the company who was responsible for the affairs of thecompany procedures and played an important role in corporate governance.With the superiority of the highlights of the secretary of the board system,the secretary of the board system had gradually adopted in other commonlaw countries company law and even some civil law countries companylaw.The transplant of the secretary of the board system in China began inthe early1990s, the domestic companies to foreign direct listing process,and later gradually extended to all domestic and foreign listed companies.However, there is a deviation in the value orientation of legaltransplants, coupled with Chinese corporate governance structure itself inadequate institutional and technical reasons, the current secretary of theboard system is not able to fully achieve its efficiency and security value.There are many problems in the system of the secretary of the board. In thispaper, through historical analysis, law and economics analysis andempirical analysis, the secretary of the board of historical development,legal status, function-related issues and how to achieve localization of thesecretary of the board system in our country, improve the system of ourcountry’s secretary of the board were studied.The paper is divided into four chapters of secretary of the boardsystem:The first chapter is about the basic theory of the Secretary of theBoard system. It mainly elaborates the origin of the Secretary of the Board system, development and transplantation and their legal status, and thenconfirms the value of the system of jurisprudence by the analysis of thefunctionality and illustrates the value of the economics of the system fromthe perspective of law and economics. All in all, it demonstrates theimportant role of the system of corporate governance at two levels.The second chapter of the secretary of the board system status quoanalysis, analysis and appraisal of first transplant secretary of the board thenecessity and feasibility of the system, and then sorting through thehistorical context of the institution building of comb our secretary of theboard of the basic legal framework for the bank’s board secretary system.The third chapter of the problems and the reasons for our currentsecretary of the board system, the depth of our secretary of the boardsystem ineffective sticking point, including the value of the safety andefficiency of the secretary of the board the implementation of poorexecutives awkward position, function play a limited occupational risk istoo high, lack of motivation to work，and thus specific to analyze theunderlying reasons for the proposed main reason is because the legislativevalue orientation deviations, corporate governance structure is not perfect.The forth chapter on the basis of the text of the legal advice of theauthor to improve the system of secretary of the board to explore ways andmean to improve the secretary of the board system, different from themacro and micro level. Macro to adjust our current legislative valueorientation, and improve our corporate governance structure; from thecompany law in the micro level, specific construct system of the secretaryof the board, including the legal status of the secretary of the board, theappointment and removal, powers, and legal responsibilities.