China's first specialized regulatory rules for listed company board secretaries have been officially implemented. On the evening of April 24, the China Securities Regulatory Commission (CSRC) released the "Regulatory Rules for Listed Company Board Secretaries," marking a new phase of standardized and institutionalized supervision of board secretaries' duties. The rules will take effect on May 24, 2026, with a transition period lasting until December 31, 2027, providing listed companies with ample time for compliance adjustments.
Statistics based on public information show that among the 42 A-share listed banks, approximately 20 have board secretaries who do not hold additional executive positions, serving solely in that role. In nearly half of the listed banks, however, board secretaries hold multiple roles, with some even serving three distinct functions.
Rural commercial banks exhibit the lowest incidence of concurrent roles among board secretaries. As the critical link between listed companies, regulators, and investors, the quality of a board secretary's performance directly impacts the authenticity, accuracy, and completeness of capital market information disclosure, influencing corporate governance standards and market credibility.
The newly introduced rules address industry pain points such as insufficient independence and blurred responsibility boundaries for board secretaries. Article 26, which restricts concurrent appointments, has become a focal point for market attention. It is widely interpreted within the industry as a measure to "unburden" board secretaries, enabling them to refocus on their core duties of supervision and communication.
The new regulations explicitly prohibit board secretaries from concurrently serving as managers, deputy managers overseeing business operations, or financial officers. If holding another position is necessary, clear boundaries between responsibilities must be established to ensure sufficient time and energy for independently fulfilling core board secretary duties.
This rigid requirement directly targets the prevalent issue of concurrent appointments among board secretaries in the A-share market. Incomplete statistics indicate that nearly 900 listed companies have board secretaries who also serve as financial officers, over 70 combine the role with that of general manager, and others hold positions such as deputy general manager concurrently. Overall, over a thousand listed companies will face pressure to adjust their board secretaries' appointments for compliance.
Regarding this adjustment, the CSRC has clearly stated that during the transition period, listed companies whose board secretary appointments or concurrent roles do not comply with the new rules must gradually align them with regulations. This approach ensures a smooth implementation, balancing regulatory rigor with practical industry considerations. The transition period demonstrates regulatory determination to standardize the market while acknowledging the practical challenges companies face in making adjustments, thereby avoiding short-term personnel disruptions.
Among various types of listed companies, banks are the most significantly impacted by the new rules. Compared to ordinary industrial and commercial enterprises, commercial banks have complex business logic and substantial balance sheets. Disclosures related to connected transactions and risk exposures demand high professional capability and business insight from practitioners. The practice of "executives concurrently serving as board secretaries" has long been the norm in the banking industry, with the "deputy president serving as board secretary" being a widely adopted configuration.
An analysis of the current situation across the 42 A-share listed banks reveals that 15 banks, nearly one-third, have deputy presidents concurrently acting as board secretaries.
The impact varies significantly among different types of banks. Among the six large state-owned banks, only Agricultural Bank of China and Bank of Communications have dedicated board secretary positions. The other four have different arrangements: at China Construction Bank, Bank of China, and Postal Savings Bank of China, the board secretary roles are held by Deputy Presidents Ji Zhihong, Liu Chenggang, and Du Chunye, respectively, while at Industrial and Commercial Bank of China, the position is filled by Senior Business Director Tian Fenglin.
The phenomenon of concurrent appointments is more pronounced among joint-stock banks. Out of nine joint-stock banks, five have deputy presidents concurrently serving as board secretaries. Only Industrial Bank, China CITIC Bank, and Ping An Bank have dedicated board secretaries: Xia Weichun, Zhang Qing, and Zhou Qiang, respectively.
Notably, Peng Jiawen of China Merchants Bank and Yang Wei of Huaxia Bank hold triple roles as "Deputy President + Board Secretary + Financial Officer," which contravenes the new rule prohibiting board secretaries from concurrently serving as financial officers or deputy managers overseeing business operations. They are likely key targets for rectification. At China Everbright Bank, the board secretary role is held by Chief Business Director Zhang Xuyang. Board secretaries at Shanghai Pudong Development Bank, China Minsheng Bank, and China Zheshang Bank are also concurrently held by deputy presidents, all requiring adjustments during the transition period.
Compared to state-owned large banks and joint-stock banks, city commercial banks and rural commercial banks show a relatively lower incidence of board secretaries holding multiple roles. Among 17 A-share listed city commercial banks, only six have deputy presidents concurrently serving as board secretaries. At Bank of Hangzhou, the board secretary is Business Director Wang Xiaoli; at Bank of Changsha, it is Chief Risk Officer Peng Jing'en. The proportion of concurrent appointments does not exceed half. Among 10 A-share listed rural commercial banks, only one has a deputy president concurrently serving as board secretary, and another has the role filled by a chief financial officer. The remaining eight already have dedicated board secretaries, indicating a relatively solid compliance foundation.
The transition period provides approximately 19 months for listed banks to make adjustments. The prevalence of the "deputy president serving as board secretary" model in banking stems from deep-rooted industry logic. Chen Caihong, former board secretary of China Construction Bank, once noted that board secretaries operate at the intersection of board decision-making and management execution, needing to convey the caution of directors while also representing management's voice. Effective navigation of this space relies heavily on "coordination." As core members of the bank's management team, deputy presidents possess a comprehensive understanding of the business. Serving concurrently as board secretary can ensure the professionalism and timeliness of information disclosure while leveraging their authority to better coordinate internal and external relations, efficiently interfacing with investors and regulators.
However, the drawbacks of this "multi-role board secretary" model are also significant. Zeng Gang, Director of the Shanghai Finance and Development Laboratory, stated that financial institutions face high business complexity, strong information sensitivity, and stringent compliance and risk control requirements. When a board secretary holds dual identities in both management and information disclosure supervision, role conflicts easily arise, potentially leading to weakened supervisory functions, unfair information disclosure, and superficial compliance oversight.
Recent cases of violations by listed companies have highlighted this risk. Some board secretaries, concurrently serving as financial officers, were unable to exercise effective self-supervision, ultimately leading to issues like fraudulent disclosure and fund misappropriation, resulting in regulatory penalties.
The introduction of the "Regulatory Rules for Listed Company Board Secretaries" centers on enhancing the independence of board secretaries' duties, clearly delineating the boundaries between their supervisory responsibilities and corporate operational management. This signifies the impending end of the long-tolerated "multi-role board secretary" model in the banking industry.
The approximately 19-month window from the rule's release to the end of the transition period is critical for banks to improve corporate governance and advance the transition to dedicated board secretaries. It also serves as an important period for the market to observe upgrades in banking governance.
A shortage of talent supply is a primary challenge for banks in adjusting their board secretary appointments. Within the banking system, individuals possessing professional expertise in information disclosure, experience in investor communication, and a deep understanding of bank operations and management are inherently scarce. This is particularly true for small and medium-sized banks, which have limited competitiveness in the talent recruitment market and face longer cycles for internally cultivating dedicated board secretaries, leading to greater pressure regarding talent reserves during the transition period. Some securities analysts suggest that certain banks may opt to promote mid-level executives with compliance or legal backgrounds to dedicated board secretary roles, while others might recruit externally to address talent shortfalls.
Yuan Zheqi, an analyst at Ping An Securities, believes that because appointments of board secretaries at listed banks require approval from both the securities regulatory system and financial regulatory authorities, the adjustment cycle is relatively long, typically taking two to three months or even more. Under this "dual supervision" requirement, banks will face higher compliance costs and time pressures when adjusting their board secretary candidates. Concurrently, the market has a relative scarcity of professional board secretary talent with comprehensive capabilities in finance, law, information disclosure, and risk management, potentially creating supply bottlenecks for some small and medium-sized banks.
Despite short-term adjustment pressures, industry insiders generally believe that the implementation of the "Regulatory Rules for Listed Company Board Secretaries" will yield long-term governance benefits for the banking industry. Tian Lihui, a finance professor at Nankai University, stated that the new rules promote the transformation of board secretaries from "senior secretaries" to "governance gatekeepers." The establishment of dedicated board secretaries will effectively enhance the quality of bank information disclosure, reduce compliance risks arising from conflicts of interest, further strengthen investor trust in banks, and lay a solid institutional foundation for high-quality development in the banking industry.
A relevant CSRC official stated that follow-up efforts will focus on implementing the rules, urging companies with long-term vacancies for board secretaries to appoint suitable candidates promptly and replacing those who do not meet competency requirements according to regulations. The aim is to steer the board secretary profession towards specialization, professionalism, and standardization, thereby helping to enhance the overall governance level of listed companies and promote the healthy and stable development of the capital market.
Yuan Zheqi noted that the core of the new rules lies in "eliminating concurrent appointments and strengthening independence," directly addressing the long-standing governance issue of role confusion for board secretaries. In the short term, banks and other financial institutions will face dual pressures of organizational restructuring and talent shortages, leading to rising compliance costs. In the medium to long term, however, these rules will help redefine the board secretary's role as the "gatekeeper" of information disclosure.