What are regulations on authority to carry out questionnaire survey for ratification of resolutions of the GMS in public companies in Vietnam?

1. What are regulations on authority to carry out  questionnaire survey for ratification of resolutions of the GMS in public companies in Vietnam?

Pursuant to the provisions of Article 22, Section VI, Appendix I issued together with Circular 116/2020/TT-BTC, authority and procedures for carrying out questionnaire survey for ratification of resolutions of the GMS are as follows:

The authority and procedures for ratifying resolutions of the GMS by questionnaire survey:

1. The Board of Directors is entitled to carry out a questionnaire survey to ratify resolutions of the GMS when it is considered necessary for the Company’s interests, except for the cases specified in Clause 2 Article 147 of the Law on Enterprises [unless otherwise prescribed by the Company’s Charter].

2. The Board of Directors shall prepare and send the questionnaires, draft resolutions of the GMS, explanatory documents to the voting shareholders at least 10 days before the deadline for submission of the questionnaires [unless a longer time limit is prescribed by the Company's Charter] in accordance with Clause 3 Article 18 of this Charter.

3. A questionnaire shall contain the following information:

a) The enterprise’s name, headquarters address, identification number;

b) Purposes of the survey;

c) Full name, mailing address, nationality, ID number of the shareholder that is an individual; name, enterprise/organization ID number and headquarters address of the shareholder that is an organization or full name, mailing address, nationality, ID number of the representative of the shareholder that is an organization; quantity of shares of each type and the number of votes of the shareholder;

d) The issues being voted on;

dd) Voting options for each issue, including affirmative, negative and abstentions;

e) Submission deadline;

g) Full name and signature of the President of the Board of Directors.

4. Shareholders may send their completed questionnaires to the Company by mail, fax or email as follows:

a) The questionnaire that is sent by mail shall bear the signature of the shareholder that is an individual or signature of the authorized representative of the shareholder that is an organization. The questionnaire shall be put into a sealed envelope, which must not be opened before vote counting;

b) Questionnaires that are sent by fax or email must be kept confidential until vote counting time;

c) The questionnaires that are sent to the Company after the deadline or that are opened (for those sent by mail) or revealed (for those sent by fax or email) shall be invalidated. The shareholders that do not submit their questionnaires shall be considered not voting.

5. The Board of Directors shall count the votes and prepare the vote counting records in the presence of the Board of Controllers or shareholders that are not holding managerial positions in the Company. The vote counting record shall contain the following information:

a) The enterprise’s name, headquarters address, identification number;

B) The purposes and issues voted on;

c) The quantity of shareholders and cast votes, including the quantity of valid and invalid votes, vote sending methods and the list of shareholders that have cast their votes;

d) Quantity of affirmative votes, negative votes and abstentions on each issue;

dd) Ratified issues and ratio of affirmative votes;

g) Full name and signature of the President of the Board of Directors.

Members of the Board of Directors, vote counters and vote counting supervisors shall be jointly responsible for the truthfulness and accuracy of the vote counting records and any damage caused by the decisions that are ratified because of inaccurate vote counting.

6. The vote counting record and resolutions shall be sent to the shareholders within 15 days from the vote counting completion date, or uploaded to the Company’s website within 24 hours after vote counting is completed.

7. The completed questionnaires, vote counting record, ratified resolutions and documents enclosed with questionnaires shall be retained at the Company’s headquarters.

8. A resolution shall be ratified by questionnaire survey if it receive at least [50%] affirmative votes from voting shareholders [or a specific ratio specified by the Company’s Charter] and has the same value as those ratified at the GMS.

2. What are resolutions and minutes of meetings of the GMS in public companies in Vietnam?

Pursuant to the provisions of Article 23, Section VI, Appendix I issued together with the Resolution No. 116/2020/TT-BTC, resolutions and minutes of meetings of the GMS in public companies are as follows:

1. Minutes of all GMS shall be taken in the form of written documents and may also be recorded or stored in other electronic forms. The minutes must be taken in Vietnamese and may also be in foreign languages with the following contents:

a) The enterprise’s name, headquarters address, identification number;

b) Time and location of the GMS;

c) Agenda and contents of the meeting;

d) Full names of the chair and secretaries;

dd) Summary of developments of the meeting and comments made during the meeting on each issue in the meeting agenda;

e) The number of shareholders and their votes; a list of registered shareholders, shareholders’ representatives that participated in the meeting, their holdings and votes;

g) Total votes on each issue, voting method, numbers of valid votes, invalid votes, affirmative votes, negative votes and abstentions; corresponding ratios of these votes to total number of votes of participating shareholders;

h) Ratified issues and ratios of affirmative votes;

i) Full name and signatures of the chair and secretaries. In case the chair or a secretary refuses to sign the minutes, the minutes is still effective if it bears the signatures of all other participating members of the Board of Directors and have adequate information prescribed in this Clause. The minutes shall specify that the chair or secretary refuses to sign it.

2. The GMS minutes shall be completed and ratified before the meeting ends. The chair and secretaries or other persons that sign the minutes shall be jointly responsible for its truthfulness and accuracy.

3. The minutes in Vietnamese and foreign languages have equal legal value. In case of discrepancies between the Vietnamese version and the foreign language version, the former shall apply.

4. Resolutions, minutes of the GMS, the list of registered participating shareholders bearing their signatures, meeting participation authorization documents, documents enclosed to the minutes (if any) and documents enclosed to the invitations shall be disclosed in accordance with regulations of law on disclosure of information on the securities market and retained at the Company’s headquarters.

Best Regards!