Professional orientation of secretary of board of directors of listed companies and unlisted companies

Abstract: With the development of social economy, China's corporate legal system has been continuously improved and gradually integrated with the international community. What are the internationally accepted corporate organizational structure systems? Secretary of the board? Introduction, etc. Is one of the signs of this progress. In practice, people are not only interested in the secretary of the board? Secretary? There are misunderstandings about the meaning of this word and its professional orientation. Especially between listed companies and non-listed companies, the secretary of the board of directors can be said to have the same professional orientation as a dual identity. The author has been the secretary of the board of directors of a joint-stock company for nearly 10 years, and has experienced difficulties and twists from a non-listed company to a quasi-listed company, deeply feeling the complexity of the understanding of the professional orientation of the secretary of the board of directors and the uncertainty in actual operation.

Keywords: international standards of listed companies' laws

First, the importance of listed companies to China's modern economic development

As we all know, listed companies have a great influence on the situation of China's securities market, because the governance of listed companies is an important factor to determine whether the securities market can develop healthily; The listed companies also have a very important influence on the development of China's modern economy, which is the main economic source of China's modern economic growth, mainly through the capital market to show its influence on China's economy; In order to reform the modern economic system, China must have the support of listed companies, because it needs the support of listed companies to realize the interconnection with the government, the public and enterprises in economic development; From the above, we can understand the importance of listed companies to China's modern economic development, so the secretary of the board of directors is an indispensable part of strengthening the concern for the governance of listed companies. The following introduces the responsibilities of the secretary of the board of directors in the parent company and its importance to the development of listed companies.

Second, the responsibilities of the secretary of the board of directors in listed companies and the importance of the secretary of the board of directors to listed companies.

(I) Responsibilities of the Secretary of the Board of Directors

The duties of the secretary of the board of directors are divided into two aspects: external. That is, to disclose the relevant information of the company to people other than employees; Internally, it mainly participates in the formulation of relevant company systems, is responsible for the recording and preservation of major company meetings, saves the documents needed during the meetings, and saves the information of relevant shareholders of the company, and is only responsible to the board of directors; As can be seen from the responsibilities of the secretary of the board of directors introduced above, the secretary of the board of directors plays an important role in the internal operation of the company and the development of the enterprise. Whether the personal work of the secretary of the board of directors is standardized or not can affect the standardized operation and healthy development of enterprises to a certain extent.

(II) Rights of the Secretary of the Board of Directors

The secretary of the board of directors has the right to know everything about the company; The secretary of the board of directors has the right to speak and propose any system formulated by the enterprise. More importantly, the company manager must seek the opinions and suggestions of the secretary of the board of directors before making any decision. In case of non-compliance with laws and regulations within the legal scope during the company's operation, it has the right to truthfully report the situation to the China Securities Regulatory Commission and other regulatory agencies.

(III) Obligations of the Secretary of the Board of Directors

It can be understood from the Articles of Association of Listed Companies issued by the State Council Securities Regulatory Commission and its relevant government agencies that the secretary of the board of directors is only responsible to the board of directors, and other departments of the company cannot manage the secretary of the board of directors, nor can they affect the exercise of the rights of the secretary of the board of directors. Moreover, from the responsibilities and rights of the above-mentioned secretary of the board of directors, it can be seen that the secretary of the board of directors holds significant rights that affect the operation of the company. With the theory of dialectical unity, we can know that there are rights and obligations that must be fulfilled. According to my many years of working experience and the provisions of relevant laws and regulations, the author lists the main obligations of the secretary of the board of directors: the secretary of the board of directors must have professional knowledge. Professional knowledge is not only the mastery of relevant national laws and regulations, but also the familiarity with the company's articles of association and information disclosure rules, as well as the mastery of relevant knowledge such as finance and administration. Because the secretary of the board of directors participates in the company's meetings, the formulation of the company's system, and the proposal of the relevant decisions of the board of directors; Express your professional and effective opinions and suggestions on the development of the company; Communicate with external companies and media on behalf of the company; And it can affect the standard operation and development of the company. The secretary of the board of directors should have professional ethics. Each company will have its own operating characteristics and investment direction, which is the competitive capital of each listed company. The secretary of the board of directors participates in the handling of all matters within the company, understands the specific situation of the whole company's operation, grasps the seal of the board of directors, and keeps the information of shareholders and related directors, which can be said to be a company? Secret? Carrier, this secret is related to whether the company can continue to operate, and it is also clearly pointed out in relevant laws and regulations, such as Chapter V of the Listing Rules. The secretary of the board of directors shall abide by the articles of association of the company and bear the relevant legal responsibilities of senior managers? It can also be seen from the stock listing rules that if the disclosure of the company's relevant secrets is confirmed, the secretary of the board of directors should bear the relevant legal responsibilities, and the relevant laws also stipulate that the secretary of the board of directors who leaked the company's secrets should not engage in relevant work for three years, and for the secretary of the board of directors, making mistakes may ruin his career. Therefore, the author suggests that the staff engaged in secretarial work should remember to abide by professional ethics and not lose it because of personal interests. Supervise whether the handling process of large and small affairs of the company is standardized and legal. First of all, the secretary of the board of directors should strictly check whether the relevant resolutions of the company's meeting are legal, reject the illegal resolutions at the first time, and clearly point out that the resolutions violate a certain law, which will have a negative impact on the company's development; Secondly, the secretary of the board of directors has the obligation to convey the consequences of illegal acts to the board of directors and shareholders; Ensure the timeliness, legality, authenticity and integrity of the disclosed information.

From the introduction of the responsibilities, rights and obligations of the secretary of the board of directors, it can be seen that in the process of standardized operation of listed companies, it is an irreplaceable specific occupation, which is not only the representative of the company image, but also the function of communicating listed companies with regulatory authorities, listed companies with investors, the connection point of securities supervision and service in the securities market, the combination point of theory and practice, and the coupling point of capital operation and enterprise production and operation. A successful secretary of the board of directors can cooperate with the company's decision-making, and the management can strengthen the company's strength through asset operation and capital operation. The secretary of the board of directors plays an important role in the management and combination of the company's capital and physical products, and plays an important role in the corporate governance structure of the company.

Third, the professional status of the secretary of the board of directors of non-listed companies.

For unlisted companies, even joint-stock enterprises with considerable scale, the professional orientation of the secretary of the board of directors has become vague, and his position and role as a senior manager of the company vary from person to person and from company to company.

The secretary of the board of directors should have a professional position in the company. Listed companies pay more attention to the outside, while non-listed companies pay more attention to internal management. According to the analysis of the current professional status of the secretary of the board of directors of non-listed companies, its performance mainly includes the following three aspects:

The first is standard operation. The secretary of the board of directors is also one of the legal representatives of the company. The company has not standardized its operation, and the secretary of the board of directors needs to bear relevant legal responsibilities. Every operation and management process within the company has relevant laws and regulations. The responsibility of the secretary of the board of directors is to ensure that the form and content of the company's operation are within the statutory scope. Therefore, the secretary of the board of directors must be very familiar with the specific contents of relevant laws and regulations in order to ensure the standard operation of the company. Followed by tips and warnings. Because one of the duties of the secretary of the board of directors is to be responsible to the board of directors, the secretary of the board of directors should remind the directors to act according to law before the board of directors discusses things. When illegal proposals or decisions appear during the discussion, the secretary of the board of directors must give warning opinions at the first time and report to the China Securities Regulatory Commission and the stock exchange when necessary.

The third is the role of supervision and communication. First of all, it is necessary to introduce to the board of directors and shareholders how the law stipulates the boundary of standardized operation, and explain the importance of acting according to law and the consequences brought by breaking the law; And cooperate with the board of directors to strictly regulate the personal behavior and decision-making execution behavior in the company's operation according to law, and supervise whether there are illegal acts in the whole company's operation.

Although it can be seen from the above that the secretary of the board of directors has a positive influence on the management and development of non-listed companies, we must clearly realize that there are still many problems in the professional orientation of the secretary of the board of directors during the operation of non-listed companies because the company system is in the early stage of operation and the system and concept are relatively backward.

The first is unclear authority. Some companies set up the position of secretary of the board of directors, but failed to implement its rank, salary, rights and other aspects, resulting in the inability of the secretary of the board of directors to effectively perform their statutory duties. The secretary of the board of directors can't fully understand and master the process of handling things at all levels of the enterprise, so he can't convince all levels of the company according to law. The lack of posts also leads to the inability to prompt the board of directors and shareholders of illegal activities at the first time, which is not conducive to the standardized operation of enterprises.

The second is the demotion of responsibility. The secretary of the board of directors was not employed by the senior management of the company, but was placed in the executive department of the company under the leadership of the manager. At this position level, he can't supervise and prompt the board of directors and shareholders, which not only does not conform to the legal provisions that the secretary of the board of directors is responsible for the board of directors, but also makes it difficult for the secretary of the board of directors to perform his duties effectively.

The third is dislocation substitution. The lack of understanding of the professional orientation of the secretary of the board of directors has caused the above two problems. To make up for it, many companies use the secretary of the board of directors as the manager. Setting up the post of secretary of the board of directors in this way will bring the following effects: if the company manager concurrently serves as secretary of the board of directors, the supervisory role of the secretary of the board of directors may be lost, and it is doubtful whether the secretary of the board of directors can disclose information fairly, completely, truly and objectively. In order to ensure the authenticity and legitimacy of this work from the legal and institutional settings, it is necessary to make the setting and responsibilities of the secretary-general not be replaced, otherwise it may be useless.

Fourth, summary.

The misunderstanding of the professional orientation of the secretary of the board of directors is an obstacle to improving the corporate governance structure, which must be effectively solved with the deepening of improving the corporate governance structure. The corporate governance structure of listed companies is relatively perfect, the professional orientation of the secretary of the board of directors is relatively clear and accurate, the position, role, responsibility and rights of the secretary of the board of directors are fully reflected and guaranteed, and more high-quality talents are attracted to join them. However, in non-listed companies, the professional orientation of the secretary of the board of directors is not satisfactory from recognition to practice, and there is still a lot of work to be done. In short, no matter whether the company is listed or not, it is hoped that all parties will create conditions for the secretary of the board of directors of the company to undertake the duties entrusted by law and play an important role in building a scientific and standardized corporate governance structure.

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