Sample minutes of the latest Board in Vietnam of Directors meeting in 2022? What are the contents of the Board of Directors meeting minutes?
How often will the Board of Directors of a joint stock company meet?
Pursuant to Article 157 of the Enterprise Law 2020 stipulates as follows:
“Article 157. Meetings of the Board of Directors
1. The Chairman of the Board of Directors is elected at the first meeting of the Board of Directors within 07 working days from the date of the end of the election of that Board of Directors. This meeting is convened and chaired by the member with the highest number of votes or the highest percentage of votes. In case more than one member has the highest and equal number of votes or votes, the members elect according to the majority rule to choose one of them to convene a meeting of the Board of Directors.
2. The Board of Directors meets at least once a quarter and may hold an extraordinary meeting.
3. The Chairman of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:
a) At the request of the Control Board or an independent member of the Board of Directors;
b) At the request of the Director or General Director or at least 5 other managers;
c) At the request of at least 02 members of the Board of Directors;
d) Other cases prescribed by the company's charter.
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10. In case of sending votes to the meeting by mail, the ballots must be put in a sealed envelope and must be delivered to the Chairman of the Board of Directors at least 1 hour before the opening. Voting cards may be opened only in the presence of all attendees.
11. Members must attend all meetings of the Board of Directors. A member may authorize another person to attend the meeting and vote if approved by a majority of the members of the Board of Directors.
12. Unless the company's charter provides for a higher ratio, resolutions and decisions of the Board of Directors may be adopted if approved by a majority of the attending members; In case the number of votes is equal, the final decision belongs to the side with the opinion of the Chairman of the Board of Directors.”
As such, the Board of Directors will hold a meeting once a quarter and may hold an extraordinary meeting. The Chairman of the Board of Directors shall convene a meeting of the Board of Directors in the cases specified above.
Sample minutes of the latest Board in Vietnam of Directors meeting in 2022? What are the contents of the Board of Directors meeting minutes?
What are the minutes of the Board of Directors meeting?
Pursuant to Article 158 of the Enterprise Law 2020 (Clause 2 of this Article is amended by Clause 6, Article 7 of the Law amending the Law on Public Investment, the Law on Investment in the form of public-private partnership, the Law on Investment, the Law on Housing, the Law on Housing, Bidding, Law on Electricity, Law on Enterprises, Law on Special Consumption Tax and Law on Civil Judgment Execution 2022) stipulates as follows:
“Article 158. Minutes of the Board of Directors meeting
1. Meetings of the Board of Directors must be recorded in minutes and may be recorded, recorded and stored in other electronic forms. Minutes must be made in Vietnamese and may also be made in a foreign language, including the following principal contents:
a) Name, head office address, enterprise code number;
b) Time and place of the meeting;
c) Purpose, agenda and contents of the meeting;
d) Full name of each member attending the meeting or the person authorized to attend the meeting and how to attend the meeting; full names of members not attending the meeting and reasons;
dd) Issues discussed and voted on at the meeting;
e) Summarize the statements of opinions of each member attending the meeting according to the order of developments of the meeting;
g) Voting results clearly stating the members agreeing, disagreeing and abstaining;
h) The issue has been passed and the proportion of votes passed;
i) Full name and signature of the chairperson and the person recording the minutes, except for the case specified in Clause 2 of this Article.
2. In case the chairperson, the minutes taker refuses to sign the meeting minutes, but if all other members of the Board of Directors attend and agree to approve the meeting minutes, sign and have all the contents as prescribed. at points a, b, c, d, dd, e, g and h, Clause 1 of this Article, this record takes effect. The minutes of the meeting clearly state that the chairperson and the minutes-recorder refuse to sign the minutes of the meeting. The person signing the minutes of the meeting is jointly responsible for the accuracy and truthfulness of the content of the minutes of the meeting of the Board of Directors. The chairperson, the person taking the minutes is personally responsible for damage caused to the enterprise due to the refusal to sign the minutes of the meeting in accordance with this Law, the company's charter and relevant laws.
3. The chairperson, the person recording the minutes and the people signing the minutes must be responsible for the truthfulness and accuracy of the content of the minutes of the meeting of the Board of Directors.
4. The meeting minutes of the Board of Directors and documents used in the meeting must be kept at the head office of the company.
5. Minutes made in Vietnamese and in a foreign language have the same legal effect. In case there is a difference in content between the minutes in Vietnamese and in a foreign language, the content in the minutes in Vietnamese shall prevail.”
Thus, the minutes of the meeting of the Board of Directors of a joint-stock company are prescribed as above.
Sample minutes of the latest Board in Vietnam of Directors meeting?
Currently, the law does not have uniform regulations on the form of minutes of meetings of the Board of Directors. However, when drafting the minutes of meetings of the Board of Directors, enterprises need to ensure that the minutes of the meeting contain all the main contents as prescribed by law.
Download the latest Board of Directors meeting minutes template: Here.
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