The Measures for the Administration of the Qualification of the Secretary of the Board of Directors of Listed Companies promulgated by Shanghai Stock Exchange and the Measures for the Administration of the Qualification of the Secretary of the Board of Directors and the Representative of Securities Affairs of Listed Companies promulgated by Shenzhen Stock Exchange require that the secretary of the board of directors or the representative of securities affairs employed by listed companies should pass the qualification examination and obtain the qualification certificate of the secretary of the board of directors issued by the Exchange.
I. Training qualifications
1. "Training Course for Secretary of the Board of Directors of Listed Companies of Shenzhen Stock Exchange" Registration Requirements:
1) The information filled in by the students in the "Registration System for Training Intention of the Secretary of the Board of Directors of Listed Companies" must be true, accurate and complete (if the registration information is not true, the Exchange will cancel the qualification certificate of the secretary of the board of directors of listed companies in Shenzhen Stock Exchange according to the requirements of Article 20 of the Measures for the Administration of Securities Qualification, and publish the above-mentioned disqualification list according to the requirements of Article 21.
2) Students are current or proposed secretaries of the board of directors of key companies to be listed, and each company is limited to 1 person. (Key companies to be listed refer to companies whose financial indicators have reached the conditions for listing. )
3) The company to which the trainees belong must complete the shareholding system reform 1 month before the specific training is held.
2. If the number of effective applicants for the "Registration System for the Training Intention of the Secretary of the Board of Directors of Listed Enterprises" exceeds the limit of the number of personnel in a specific training place, the Exchange will give priority to the selection according to the following principles (hereinafter referred to as the "screening principle"):
1) Self-training willingness. In the remarks column of "Application Form for Training Intention of Secretary of Board of Directors of Listed Enterprises", students can choose the training place according to our annual plan. On the basis that the reporting time is close, the institute gives priority to students who are willing to participate in the training in this area.
2) the place where the enterprise is registered. The annual training of the Institute is basically distributed in the areas where enterprises to be listed are relatively concentrated. In order to facilitate enterprises to participate in the training and reduce the cost of participating in the training, the college gives priority to enterprises near the training venue to participate in the training.
3) The first complete declaration time of the enterprise. On the basis of other principles, according to the time sequence of the first complete report of the training intention, the college gives priority to the students who have completed the first report for training.
Note: If no trainees are selected for this training, the data filled in the Application Form for Training Intention of the Secretary of the Board of Directors of Listed Companies is still valid. All the information of students will be automatically postponed to the next issue, and the college will re-screen according to the above principles.
Second, participate in the training program.
After determining the specific training date and training place, the conference group will select the corresponding candidates from the intention registration form according to the reception capacity of the training place and the established principles.
1, notification method. At least two weeks before the start of the course, the conference group will send out specific training notices by email to candidates (students' mailboxes) and remind them by SMS.
2. According to the notification requirements, students fill in the receipt, affix the official seal of the company or the recommendation letter of the board of directors, and fax it to the conference group at the specified time.
3. The conference group will announce the confirmed training list at least one week before the start of the course (subject to the list of trainees in each period). After confirmation, if you can't attend under special circumstances, you must inform the conference group 3 working days in advance.
Third, the training time and content
The training will last for about three days, and experts from Shenzhen Stock Exchange, sponsors, accounting affairs and law firms will be invited to give lectures. The training contents include: the main laws and regulations of the capital market, the listing rules of Shenzhen Stock Exchange, corporate governance and standardized operation, equity incentives, mergers and acquisitions, corporate restructuring and listing practices and other related business knowledge.
Fourth, training costs.
Training fees include meals, lectures by invited experts, accommodation fees, conference venue rental fees and conference materials fees. The specific expenses will be calculated according to the hotel's charging standard, and the basic principles will fully reflect the public welfare principle and service consciousness.
Verb (abbreviation for verb) exam content
According to the requirements of the Listing Rules of Shenzhen Stock Exchange, the qualification of the secretary of the board of directors will be obtained through the examination.
The examination content includes but is not limited to the training content. The main scope of inspection includes:
1, amendments to company law, securities law and criminal law (VI);
2. Measures for the Administration of Initial Public Offering and Stock Listing, Guidelines for the Governance of Listed Companies, Measures for the Administration of Information Disclosure of Listed Companies, Rules for the General Meeting of Shareholders of Listed Companies, Guidelines for the Articles of Association of Listed Companies, Guiding Opinions on Establishing an Independent Director System in Listed Companies, Measures for the Administration of Acquisition of Listed Companies, Measures for the Administration of Equity Incentives of Listed Companies, Measures for the Administration of Securities Issuance of Listed Companies, China Securities Regulatory Commission issued the Notice on Issues Related to Guarantees Provided by Listed Companies to Others, Several Provisions on Regulating Capital Exchanges between Listed Companies and Related Parties and External Guarantees of Listed Companies, Notice on Regulating External Guarantees of Listed Companies and other relevant laws and regulations;
3. Listing rules and stock trading rules of this Exchange;
4. Relevant rules, guidelines and detailed rules promulgated by SME Board;
5, the relevant provisions of the securities registration and settlement business;
6. Other laws and regulations related to securities finance.
Note: It is open to question. Consult the electronic version of the above-mentioned relevant documents and visit the service area to be listed on Shenzhen Stock Exchange.
Sixth, the examination form
The form of the examination is a closed book, and the examination questions are multiple-choice questions, multiple-choice questions and judgment questions. Test sites cannot exchange information, consult materials and use computers and wireless communication equipment, otherwise the examination qualification will be cancelled. The training course takes the form of final examination, and those who pass the examination will be awarded the Qualification Certificate of Secretary of the Board of Directors of Shenzhen Stock Exchange; Students who fail the exam in the training can take the exam again, but they must contact the conference group in advance and fill in the receipt.
13. how does the board secretary of a listed company prepare for the third meeting?
First of all, improve the "three meetings" checks and balances mechanism and improve the level of corporate governance. Prepare and organize the "three meetings" in accordance with legal procedures to handle the daily affairs of the "three meetings"; Establish and improve a series of rules of procedure and supervision and restriction mechanisms, further standardize the responsibilities, rights and obligations of shareholders' meeting, board of directors, board of supervisors and managers, form a mechanism with clear division of labor, coordinated operation and effective checks and balances among power organs, decision-making organs, supervision organs and executive organs, and improve the level of corporate governance.
Secondly, establish and improve various systems to provide guarantee for the decision-making of the three sessions.
(1) Articles of Association: The articles of association define the rights and responsibilities of the shareholders' meeting, the board of directors, the board of supervisors, the chairman and the general manager.
(2) Detailed rules for internal reporting of major information: it specifies the reporting obligor of major information, the scope and process of major information disclosure.
(3) Improve the management system of property rights representatives: require the chief property rights representative to submit a request report ten days before the shareholders' meeting and the board meeting of the holding and shareholding enterprises. The office of the board of directors put forward opinions on decision-making procedures and information disclosure, and recorded them for the record after the meeting.
(4) Guidelines on internal approval procedures and formats of proposals: For investment, acquisition, sale, pledge guarantee, loans and related transactions, the basic contents, supporting documents, internal approval procedures and format guidelines of proposals are stipulated.
Thirdly, strictly regulate the trial system of major information to ensure the scientific and compliance of decision-making.
(1) Keep continuous communication and contact with functional departments and subordinate enterprises through the report of property rights representatives, and ensure necessary decision-making procedures and information disclosure on major issues.
(2) Guide and standardize the internal approval procedure and format of the proposal, strictly review the supporting documents of the proposal, and effectively communicate with the company's legal counsel to ensure that the proposal approved by the "Three Meetings" is flawless.
(3) Give full play to the advantages of independent directors in professional knowledge and experience, and make reasonable suggestions on the proposal to ensure that the proposal is scientific and efficient.
I hope Cai can solve your problem when he sees your answer.