Nomination and Candidacy for the Board of Directors

May I ask how the nomination and candidacy for members of the Board of Directors in a public company are regulated?

Based on Article 274 of Decree 155/2020/ND-CP stipulating the nomination and recommendation of members of the Board of Directors in public companies as follows:

- In the case of identifying Board of Directors candidates, the public company must disclose relevant information about the candidates at least 10 days before the opening day of the General Meeting of Shareholders on the company's electronic information portal so that shareholders can learn about the candidates before voting. The Board of Directors' candidates must make a written commitment to the truthfulness and accuracy of their published personal information and commit to carrying out their duties honestly, diligently, and in the best interests of the company if elected as a member of the Board of Directors. The information related to the candidates for the Board of Directors to be disclosed includes:

+ Full name, date, month, year of birth;

+ Professional qualifications;

+ Work experience;

+ Other managerial titles (including Board of Directors titles in other companies);

+ Interests related to the company and related parties of the company;

+ Other information (if any) as stipulated in the company's Charter.

The public company must be responsible for disclosing information about the companies where the candidate holds the position of a member of the Board of Directors, other managerial titles, and interests related to the company of the Board of Directors' candidate (if any).

- Shareholders or groups of shareholders owning from 10% of the total number of ordinary shares or a smaller percentage as stipulated in the company's Charter have the right to nominate Board of Directors candidates according to the provisions of the Enterprise Law and the company's Charter.

- In the case that the number of Board of Directors candidates through nomination and self-nomination is still insufficient according to the provisions of Clause 5, Article 115 of the Enterprise Law, the incumbent Board of Directors introduces additional candidates or organizes nominations according to the provisions of the company's Charter and the company's internal corporate governance regulations. The introduction of additional candidates by the Board of Directors must be clearly announced before the General Meeting of Shareholders votes to elect members of the Board of Directors according to the law.

Respectfully!

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