The Shanghai Stock Exchange recently issued a comprehensive guide for all listed companies regarding board secretary duties under the 2026 revisions, aiming to clarify the key points of the new regulatory framework for board secretaries and further promote their effective performance of duties.

Board secretaries are considered key figures among a listed company's crucial personnel, playing an essential role within the corporate governance structure. In the past, many companies had their general managers or chief financial officers double as board secretaries, or positioned the role as primarily administrative, which limited the effectiveness of the board secretary system.

When the new regulations took effect in May, they redefined the board secretary's position, emphasizing their responsibilities for information disclosure, corporate governance, and internal-external communication, while also raising the qualification bar. On one hand, the rules explicitly prohibit board secretaries from concurrently serving as general managers, deputy managers in charge of business operations, or financial officers, thereby pushing the role toward full-time status. On the other hand, candidates are now required to possess at least five years of work experience in finance, accounting, legal compliance, or financial services, promoting greater professional specialization.

The market has already shown clear signs of change since the implementation of the new regulations. By September 20, more than 400 listed companies had replaced their board secretaries, with 64 cases involving CFOs stepping down from the role and 22 involving general managers doing the same. Meanwhile, 50 board secretaries have also relinquished their concurrent positions as CFOs or general managers. This accelerated shift toward professionalization and full-time status carries multiple positive implications for the high-quality development of the capital market.

First, it reinforces compliance standards and improves the quality of information disclosure. As board secretaries serve as the primary persons responsible for information disclosure, their transition toward professionalization helps address past issues of insufficient expertise, divided attention, and unclear authority. Board secretaries can now step away from operational and financial duties, gaining time and energy to thoroughly understand capital market regulations. This allows them to participate more deeply in board meetings and shareholder assemblies, stay informed of core company operations, and promote disclosures that are authentic, accurate, complete, timely, and fair. It also narrows the space for selective or delayed disclosures, misleading statements, or even financial fraud, thereby protecting investor rights at the source. Of course, reinforcing board secretaries' disclosure responsibilities does not diminish the obligations of other executives. Chairmen, general managers, and others still bear their own duties, forming a system where each party has clear responsibilities, works in coordination, and maintains proper checks and balances to uphold compliance standards.

Second, it strengthens oversight coordination and enhances governance efficiency. Board secretaries provide crucial support for the standardized operation of boards and serve as compliance supervisors. When one individual simultaneously holds both business leadership and board secretary roles, there exists a compliance risk similar to having the same person act as both athlete and referee. Full-time status enables board secretaries to perform their duties independently and objectively, exercising proper procedural and compliance reviews in board decision-making while confidently reporting risks upward. Additionally, the new regulations require listed companies to equip board secretaries with dedicated professional teams, promoting better information sharing among audit committees, independent directors, internal audit functions, and board secretaries. This creates a cohesive oversight force that curbs issues such as insider control and improper intervention by controlling shareholders. Board secretaries can also assist in refining board structures and operating mechanisms, ensuring professional committees function properly and that director nomination and compensation systems operate in a standardized manner, all of which strengthen the corporate governance foundation.

Third, it protects minority investors' legitimate rights and boosts market confidence. Board secretaries serve as vital hubs connecting listed companies, regulators, and investors. They carry out dual communication functions: conveying regulatory guidance and market concerns internally so management better understands capital market expectations, while externally transmitting company strategies and helping investors appreciate long-term value. Given that A-share markets have a high proportion of retail investors with limited access to information, board secretaries who actively perform their duties serve as effective bridges between companies and investors. This helps alleviate information asymmetry and guides long-term value investing. Regular communication, stable shareholder returns, and standardized corporate governance all contribute to steadying market expectations and bolstering confidence, supporting a virtuous cycle of value creation, value communication, and value realization.

At present, listed companies undertaking personnel restructuring and hiring professional board secretaries represents only the first step in implementing the new regulations. Going forward, companies need to provide adequate support for board secretaries in terms of work safeguards and information access. Regulators should further refine responsibility boundaries to back board secretaries in performing their duties. Board secretaries themselves must continuously enhance their professional capabilities, maintain compliance as a bottom line, and proactively strengthen communication with boards, audit committees, and investors. Only through such multi-party collaboration can the new regulations fully achieve their intended effect, consolidate the foundations of corporate governance, and support the long-term healthy development of the capital market.