What are regulations on Director/General Director in public companies in Vietnam?

1. What are regulations on Director/General Director in public companies in Vietnam?

Pursuant to Article 5, Appendix II issued together with Circular 116/2020/TT-BTC, Director/General Director in public companies is as follows:

1. Roles, responsibilities, rights and obligations of the Director (General Director);

2. Designation, dismissal, conclusion and termination of the contract with the Director (General Director)

a) Term of office of, requirements to be satisfied by the Director (General Director);

b) Nomination, self-nomination, dismissal of the Director (General Director);

c) Designation conclusion and termination of the contract with the Director (General Director);

d) Dismissal, termination of the contract with the Director (General Director);

dd) Announcement of designation, dismissal, conclusion and termination of the contract with the Director (General Director);

e) Salary and other benefits of the Director (General Director).

2. What are regulations on other activities in public companies in Vietnam?

Pursuant to Article 6, Appendix II issued together with Circular 116/2020/TT-BTC, other activities in public companies are as follows:

1. Regulations on cooperation between the Board of Directors, the Board of Controllers and the Director (General Director) include:

a) Procedures for convening, announcing meetings, taking minutes, announcing results of meetings between the Board of Directors, the Board of Controllers and the Director (General Director);

b) Notification of resolutions and decisions of the Board of Directors to the Board of Controllers;

c) Notification of resolutions and decisions of the Board of Directors to the Director (General Director);

d) Cases in which the Director (General Director) and the Board of Controllers demand a meeting of the Board of Directors be convened, and issues that need consultation with the Board of Directors;

dd) Reports of the Director (General Director) to the Board of Directors on his/her performance of assigned duties and authority;

e) Review of the implementation of resolutions and resolution of other issues authorized by the Board of Directors to the Director (General Director);

g) The issues to be reported, notified by the Director (General Director) and method for notifying the Board of Directors and Board of Controllers;

h) Cooperation in control, administration and supervision among members of the Board of Directors, the Board of Controllers and the Director (General Director) according to their specific duties.

2. Regulations on annual assessment, commendation and discipline of members of the Board of Directors, the Board of Controllers, the Director (General Director) and other executives;

3. Other issues (if any).

3. What are rights and obligations of members of the Board of Directors in public companies in Vietnam? 

Pursuant to Article 3, Chapter II, Appendix III issued together with Circular 116/2020/TT-BTC, rights and obligations of members of the Board of Directors in public companies are as follows:

1. Members of the Board of Directors have all the rights specified in the Law on Securities, relevant laws and the Company’s Charter, including the right to be provided with information and documents about the finance and business performance of the Company and its units.

2. Members of the Board of Directors have the obligations specified in the Company’s Charter and the following obligations:

a) Perform their duties in an honest and prudent manner for the best interests of the Company and its shareholders;

b) Attend all meetings of the Board of Directors and comment on the raised issues;

c) Promptly and fully inform the Board of Directors of the remunerations paid by the subsidiary companies, associate companies and other organizations;

d) Inform the Board of Directors during the nearest meeting of transactions between the Company, subsidiary companies and other companies over 50% charter capital of which is held by the Company with members of the Board of Directors and their related persons; transactions between the Company with companies whose founders or managers are members of the Board of Directors over the last 03 years from the transaction date;

dd) Disclose information when trading the Company’s shares as prescribed by law.

3. Independent members of the Board of Directors shall prepare reports on performance of the Board of Directors.

Best Regards!