CSRC Releases ''Regulatory Rules for Board Secretaries of Listed Companies''
In order to further standardize the performance of duties by board secretaries of listed companies, promote and ensure the effective performance of duties by board secretaries, the China Securities Regulatory Commission (CSRC) formulated and released the "Regulatory Rules for Board Secretaries of Listed Companies" (hereinafter referred to as the "Board Secretary Rules"), which shall take effect from May 24, 2026.
The main content of the "Board Secretary Rules" is as follows: First, clarify the scope of responsibilities. Detail the specific responsibilities of board secretaries in information disclosure, corporate governance, internal and external communication, etc. Second, improve the guarantee of duty performance. Provide guarantees from multiple aspects including information access, duty platforms, and duty remedies, to promote board secretaries to fully perform their duties in accordance with the law. Third, improve the management of appointments. Enhance the professional quality and compliance requirements for board secretary appointments, and prohibit concurrent positions that may affect independent performance of duties. Require the nominating committee to review the qualifications of board secretaries. Fourth, strengthen accountability. Require listed companies to establish a regular evaluation and accountability mechanism for board secretaries' duty performance; strictly take regulatory measures or impose penalties on listed companies where violations occur but the board secretary has not been diligent and responsible. Fifth, clarify transitional arrangements. Set a transitional period until December 31, 2027 for matters such as the appointment and concurrent positions of board secretaries of listed companies. During the transitional period, if the above matters are inconsistent with the "Board Secretary Rules", they shall be gradually adjusted to comply with the regulations.
Previously, the CSRC publicly solicited opinions from society on the "Board Secretary Rules". All parties generally supported the rules. The CSRC studied each provision, seriously absorbed and adopted suggestions, and correspondingly modified and improved the rules.
Next, the CSRC will ensure the implementation of the "Board Secretary Rules", promote board secretaries to play a positive role, and promote the improvement of corporate governance standards of listed companies.
