Sample of internal regulations on public company administration in 2022? Are internal regulations on public company administration contrary to the company's charter?
Sample of internal regulations on public company administration in 2022?
Pursuant to the provisions in Appendix II enclosed with Circular 116/2020/TT-BTC of Vietnam, the sample of internal regulations on public company administration is as follows:
NAME OF COMPANY -------- | SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness ---------------- |
| [location, date] |
MODEL INTERNAL REGULATIONS ON COMPANY ADMINISTRATION
Pursuant to the Law on Securities dated November 26, 2019;
Pursuant to the Law on Enterprises dated June 17, 2020;
Pursuant to the Government's Decree No. 155/2020/ND-CP dated December 31, 2020 elaborating some Articles of the Law on Securities;
Pursuant to the Circular No. 116/2020/TT-BTC dated December 31, 2020 of the Minister of Finance providing guidelines for implementation of some Articles on administration o public companies in the Government's Decree No. 155/2020/ND-CP dated December 31, 2020 elaborating some Articles of the Law on Securities;
Pursuant to the Charter of ... JSC.
Pursuant to Resolution No. ... dated ... of General Meeting of Shareholders.
The Board of Directors promulgates the Internal Regulations on Administration of .... JSC.
The Internal Regulations on Administration of .... JSC has the contents below:
Article 1. Scope and regulated entities
1. Scope: the Internal Regulations on Company Administration provide for the roles, rights and obligations of the General Meeting of Shareholders, the Board of Directors, the Director (General Director), procedures for conducting General Meetings of Shareholders; nomination, self-nomination, dismissal and discharge of members of the Board of Directors, Board of Controllers, Director/General Director and other activities prescribed by the Company's Charter and applicable regulations of law.
2. These Regulations are applied to members of the Board of Directors, Board of Controllers, Director/General Director and related persons.
Article 2. General Meeting of Shareholders
1. Roles, rights and obligations of the GMS.
...
View details and download a sample of internal regulations on public company administration: Click here.
Public companies refer to the form of internal regulations on company administration in Appendix II above to formulate internal regulations on company administration, ensuring compliance with the provisions of the Enterprise Law, the Securities Law, Decree 155/2020/ND-CP of Vietnam.
Sample of internal regulations on public company administration in 2022? Are internal regulations on public company administration contrary to the company's charter? (Image from the Internet)
Are internal regulations on public company administration contrary to the company's charter?
Pursuant to Article 270 of Decree 155/2020/ND-CP of Vietnam stipulating the company's charter and internal regulations on public company administration as follows:
Charter and internal regulations on company administration
1. The company's charter shall be ratified by the General Meeting of Shareholders (GMS) and must not contradict the Law on Enterprises, the Law on Securities, regulations of this Decree and relevant legislative documents.
2. Company administration regulations shall be formulated by the Board of Directors and submitted to the GMS for ratification. Company administration regulations must not contradict regulations of law and the company's charter.
3. The Minister of Finance shall provide the model charter and company administration regulations as reference for public companies to formulate their own charters and administration regulations.
According to that, company administration regulations shall be formulated by the Board of Directors and submitted to the GMS for ratification. Company administration regulations must not contradict regulations of law and the company's charter.
Thus, it is not allowed to formulate internal regulations on public company administration contrary to the company's charter.
How to nominate and self-nominate a member of the Board of Directors of a public company?
Pursuant to the provisions of Article 274 of Decree 155/2020/ND-CP of Vietnam stipulating nomination and self-nomination of members of the Board of Directors of a public company as follows:
Nomination and self-nomination of members of the Board of Directors
1. After candidates for members of the Board of Directors have been nominated, the public company shall publish information about these candidates at least 10 days before the opening date of the GMS on the company’s website for the shareholders to study their profiles before voting. Each candidate shall prepare a written declaration that information about him/her is correct and to perform his/her duties in an honest and prudent manner for the best interests of the company if he/she is given the position of member of the Board of Directors. Information about candidates includes:
a) Full name, date of birth;
b) Qualifications;
c) Work experience;
d) Other managerial positions (including positions in the Board of Directors of other companies);
dd) Interests relevant to the company and the company’s related parties;
e) Other information (if any) specified in the company's charter.
The public company shall publish information about the companies in which the candidates are holding the position of members of the Board of Directors and other managerial positions and their interests in these companies (if any).
2. The shareholder or group of shareholders that holds at least 10% of total ordinary shares or a smaller amount specified in the company's charter is entitled to nominate candidates to the Board of Directors in accordance with the Law on Enterprises and the company's charter.
3. In case the number of candidates is smaller than the minimum number specified in Clause 5 Article 115 of the Law on Enterprises, the incumbent Board of Directors shall nominate more candidates or organize the nomination in accordance with the company's charter and administration regulations. This must be announced before the GMS starts to vote for members of the Board of Directors as prescribed by law.
Thus, nomination and self-nomination of members of the Board of Directors of public companies is carried out according to the above regulations.
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