Vietnam: What are the regulations on the standards and conditions of members of the Members' Council of state-owned enterprises?
- How are the standards and conditions of members of the Members' Council of state-owned enterprises regulated in Vietnam?
- How are the rights and obligations of members of the Members' Council of state-owned enterprises regulated in Vietnam?
- What are the responsibilities of the Chairman and other members of the Members' Council of state-owned enterprises in Vietnam?
How are the standards and conditions of members of the Members' Council of state-owned enterprises regulated in Vietnam?
Pursuant to Article 93 of the Vietnam Law on Enterprises 2020 on this content as follows:
Article 93. Requirements to be satisfied by members of the Board of Members
To become a member of the Board of Members, a person shall satisfy the following requirements:
1. He/she is not one of the persons specified in Clause 2 Article 17 of this Vietnam Law.
2. He/she has professional qualifications and experience of busines administration or experience of the company’s business lines.
3. He/she is not a relative of the head or deputies of the state ownership representative body; any of the members of the Board of members, the Director/General Director, the Deputy Director/General Director, the chief accountant or Controllers of the company.
4. He/she is not an executive of the member enterprise.
5. A member of the Board of Members other than the President may concurrently hold the position of Director/General Director of the company or another company that is not a member enterprise under a decision of the state ownership representative body.
6. He/she has never been discharged from the position of President of the Board of Members, member of Board of Members, the company’s President, Director/General Director, Deputy Director/General Director of a state-owned enterprise.
7. He/she satisfies other requirements specified in the company’s charter.
Thus, members of the Members' Council must be non-subjects who do not have the right to establish and manage enterprises in Vietnam.
- Have professional qualifications and experience in business administration or in the field, industry or line of operation of the enterprise.
- Not a person with family relations of the head, deputy of the head of the owner's representative agency; members of the Members' Council; Director, Deputy Director or General Director, Deputy General Director and Chief Accountant of the company; Company controller.
- Not a member business manager.
- Except for the Chairman of the Members' Council, other members of the Members' Council may concurrently be the Director, General Director of that company or another company that is not a member enterprise according to the decision of the owner's representative agency.
- Have never been dismissed from the position of Chairman of the Members' Council, member of the Members' Council or President of the company, Director, Deputy Director or General Director, Deputy General Director of a state-owned enterprise.
- Other standards and conditions specified in the company's charter.
Vietnam: What are the regulations on the standards and conditions of members of the Members' Council of state-owned enterprises?
How are the rights and obligations of members of the Members' Council of state-owned enterprises regulated in Vietnam?
Pursuant to Article 96 of the Vietnam Law on Enterprises 2020 on the rights and obligations of members of the Members' Council of State-owned enterprises as follows:
- Participate in meetings of the Board of Members; discuss, propose, vote on the issues within the jurisdiction of the Board of Members;
- Inspect, access, extract logbooks; monitor contracts, transactions, accounting books, financial statements, minutes of meetings of the Board of Members and other documents of the company;
- Other rights and obligations prescribed by the company's charter, this Vietnam Law and relevant Vietnam Laws.
What are the responsibilities of the Chairman and other members of the Members' Council of state-owned enterprises in Vietnam?
Pursuant to Article 97 of the Vietnam Law on Enterprises 2020 on the responsibilities of the Chairman and other members of the Members' Council of State-owned enterprises
- Comply with the company's charter, decisions of the company’s owner and regulations of law.
- Exercise and perform their rights and obligations in an honest and prudent manner to protect the lawful interests of the company and the State.
- Be loyal to the interests of the company and the State; do not abuse their power and position or use the enterprise’s information, secrets, business opportunities and assets for personal gain or serve any other organization’s or individual’s interests;
- Promptly and fully notify the company of the enterprises that they own or have shares/stakes or that their related persons own, jointly own or have separate controlling shares/stakes. These notifications shall be retained at the company’s headquarters.
- Implement resolutions of the Board of Members.
- Take personal responsibility when performing the following actions:
+ Take advantage of the company’s name to violate the law;
+ Do business or conduct transactions that do not serve the company’s interests and cause damage to other organizations and individuals;
+ Pay debts before they are due while the company is facing financial risks.
- The member who discovers another member’s violation shall send a written notification to the state ownership representative body, request the violator to stop the violation and implement remedial measures.
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