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On the dual identity of director and secretary of the board of directors
A director refers to a member of a company's permanent establishment, who represents the company externally and conducts business internally. A director may be a natural person or a legal person. However, when a legal person serves as a director of a company, it shall entrust a natural person with capacity to act as an agent. The secretary of the board of directors refers to the person who is in charge of the documents of the board of directors and assists the members of the board to handle daily affairs. The secretary of the board of directors is a senior manager of a listed company, who undertakes the obligations stipulated by laws, administrative regulations and the company's articles of association, enjoys the corresponding functions and powers, and gets the corresponding remuneration. The secretary of the board of directors should have certain professional knowledge, which is necessary for the profession of the secretary of the board of directors. We should not only master the Company Law, Securities Law, Listing Rules and other relevant laws and regulations, but also be familiar with the company's articles of association and information disclosure rules, and master the relevant knowledge of financial and administrative management. The secretary of the board of directors shall abide by the articles of association of the company, bear the relevant legal responsibilities of senior managers, have the obligation of honesty and diligence to the company, and shall not use his power to seek benefits for himself or others. Where a company director or other senior manager concurrently holds the post, he must ensure that he has enough energy and time to undertake the duties of secretary of the board of directors. The general manager (excluding the deputy general manager) and the person in charge of finance of the company shall not concurrently serve as the secretary of the board of directors.