China's Securities Regulatory Commission Consultation on Board Secretary Supervision

We refer to the China Securities Regulatory Commission's (CSRC) invitation to comment on the draft Rules for the Supervision of Secretaries of the Board of Directors of Listed Companies (the Draft Rules) and welcome the opportunity to provide feedback. We commend CSRC's initiative to strengthen the regulatory framework for board secretaries, recognizing the critical role they play in supporting effective corporate governance.

Norges Bank Investment Management (NBIM) is the investment management division of the Norwegian Central Bank and is responsible for investing the Norwegian Government Pension Fund Global. NBIM is a globally diversified investment manager with USD 1.94 trillion (CNY 13.9 trillion) at 30 June 2025 invested across 68 countries, of which approximately USD 48.7 billion (CNY 349.14 billion) was invested in the shares of 662 Chinese OR China incorporated listed companies.

As an investor with around 70 percent of our holdings in listed equity, we depend on thriving public markets that foster long-term value creation. We welcome the clarity in the Draft Rules around the various roles and responsibilities needed to enhance corporate governance and protect minority shareholder interests, including information disclosure integrity, board effectiveness support, and shareholder rights safeguarding.

We recognize that different jurisdictions have their own regulatory approaches as to which internal functions should execute these responsibilities. In some markets, certain responsibilities may be fulfilled by the general counsel, compliance officer, company secretary, or other relevant functions depending on company structure and market practice. NBIM does not prescribe which function should fulfil these duties, but rather supports the clear articulation of governance requirements themselves. Importantly, the board and senior management should remain ultimately accountable for these responsibilities even when they delegate execution to the board secretary or other functions. We believe CSRC is best placed to determine what implementation approach works most effectively in the Chinese context.

We also note that corporate governance practices evolve and strengthen over time as markets mature and best practices develop. Allowing for appropriate flexibility to amend these requirements in the future will help ensure that Chinese companies can continue to adopt emerging global best practices.

We therefore welcome CSRC's efforts to strengthen this critical governance function through the Draft Rules. Please find our responses and recommended enhancements to selected articles in the annex, grounded in our Global Voting Guidelines. We shared some of these views during the CSRC consultation on the Regulations on the Supervision and Administration of Listed Companies[1] and on the Corporate Governance Code. [2] We thank you for considering our perspective and remain at your disposal should you wish to discuss these matters further.

Yours sincerely

Carine Smith Ihenacho
Chief Governance and Compliance Officer                                                   

Jeanne Stampe
Policy Lead

[1] CSRC Consultation on the Regulations on the Supervision and Administration of Listed Companies | Norges Bank Investment Management

[2] Consultation on the Corporate Governance Code for Listed Companies (Revised Draft for Comments) | Norges Bank Investment Management