Just 38 days after the China Securities Regulatory Commission (CSRC) issued the first-ever "Regulatory Rules for Listed Company Board Secretaries," a joint-stock bank has taken the lead in revising its internal board secretary rules to align with the new regulatory requirements.
On the evening of June 30, Industrial Bank Co.,Ltd. (SHSE: 601166) announced that its revised "Board Secretary Work Rules," having been reviewed and passed by the board of directors, have officially taken effect.
As Article 26 of the CSRC's "Board Secretary Rules" explicitly states that a board secretary may not concurrently serve as the general manager, deputy general manager responsible for business operations, or financial officer, Industrial Bank has incorporated this regulatory requirement into its revised internal rules. The bank's updated rules now contain a restrictive clause consistent with the CSRC's stipulations regarding concurrent roles for the board secretary.
According to the revised rules, a director or other senior executive of the bank (excluding the president, deputy president responsible for business operations, and the financial officer) may concurrently serve as the board secretary.
The CSRC's "Board Secretary Rules" officially came into effect on May 24, 2026, with a transition period lasting until the end of 2027. Within this transition window, Industrial Bank has been among the first to complete the revision of its board secretary system to meet the new standards.
In fact, the current board secretary of Industrial Bank, Xia Weichun, already holds a dedicated role. Born in November 1973 and now 53 years old, Xia previously served as president of Industrial Bank's Shijiazhuang Branch, Hong Kong Branch, and Shanghai Branch. He assumed the position of board secretary for Industrial Bank in December 2024, a role he has held for approximately one and a half years.
Beyond Industrial Bank, among other joint-stock banks, China CITIC Bank and Ping An Bank have dedicated board secretaries, Zhang Qing and Zhou Qiang, respectively. China Everbright Bank's board secretary role is held concurrently by its Chief Business Director, Zhang Xuyang. In other banks, the board secretary position is often held concurrently by a deputy president or another senior executive. For instance, at China Merchants Bank, Peng Jiawen, and at Hua Xia Bank, Yang Wei, both hold the triple roles of deputy president, board secretary, and financial officer. At Shanghai Pudong Development Bank, China Minsheng Bank, and China Zheshang Bank, the board secretary role is also held concurrently by a deputy president.
The rationale behind the regulatory restrictions on concurrent roles for board secretaries is not difficult to understand. For a long time, some listed banks have had the board secretary role filled by a deputy president responsible for business operations or the financial officer. This arrangement, akin to "being both a player and a referee," can blur the lines of responsibility in practice for the board secretary, whose role relies on independence to perform duties such as information disclosure, corporate governance, and internal and external communication.
Contrary to some perceptions, the role of board secretary is not an easy one. Chen Caihong, the former board secretary of China Construction Bank, once recalled, "On one side, there is decision-making that tends towards caution; on the other, there is execution that tends towards expansion. The tug-of-war between the two is inevitable. What's somewhat frustrating is that the board secretary happens to be caught in the middle of this tug-of-war—sometimes needing to convey or express the ideas of the directors, and other times needing to speak on behalf of the management. The only tool available to handle matters both internally and externally with as much thoroughness as possible is 'coordination.'"
In response to such challenges of conflicting interests, the revised rules also strengthen provisions for safeguarding the board secretary's performance of duties. Addressing the CSRC's "Board Secretary Rules" which cover various aspects of the board secretary's operational safeguards—including information access, platforms for duty performance, and remedies—Industrial Bank's newly revised rules explicitly state that the board secretary has the right to attend relevant meetings of senior management, review relevant documents and materials, understand the company's financial and operational status, or request relevant departments or personnel of the bank to provide explanations on specific matters.
With a year and a half remaining in the transition period, Industrial Bank has set a positive example for its peers, demonstrating proactive alignment with regulatory requirements and active improvement of corporate governance. Looking ahead, as the transition period deadline approaches, it is anticipated that more listed banks will follow suit in revising their board secretary systems, further clarifying the trend towards dedicated board secretary roles and independent performance of duties.
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