What are regulations on meetings of the Board of Controllers in public companies in Vietnam?
What are regulations on meetings of the Board of Controllers in public companies in Vietnam? What are regulations on salaries, remunerations, bonuses and other benefits of members of the Board of Controllers in public companies in Vietnam? What are regulations on nomination and self-nomination of members of the Audit Committee in public companies in Vietnam? What are regulations on composition of the Audit Committee in public companies in Vietnam?
Please advise.
1. What are regulations on meetings of the Board of Controllers in public companies in Vietnam?
Pursuant to Article 40, Section IX, Appendix I promulgated together with Circular 116/2020/TT-BTC, meetings of the Board of Controllers in a public company is as follows:
1. The Board of Controllers shall have at least 02 meetings per year. Each meeting must be participated in by at least two thirds (2/3) of its members. Minutes of these meetings must be detailed, bear the signatures of the minute taker and participating members. All minutes of meetings of the Board of Controllers must be retained in order to attribute responsibility of each member.
2. The Board of Controllers is entitled to request members of the Board of Directors, THE Director/General Director and representatives of the accredited audit organization to participate in its meetings and clarify raised issues.
2. What are regulations on salaries, remunerations, bonuses and other benefits of members of the Board of Controllers in public companies in Vietnam?
Pursuant to the provisions of Article 41, Section IX, Appendix I issued together with Circular 116/2020/TT-BTC, salaries, remunerations, bonuses and other benefits of members of the Board of Controllers in a public company are as follows:
[Unless otherwise prescribed by the Company’s Charter], the salaries, remunerations, bonuses and other benefits of members of the Board of Controllers shall comply with the regulations below:
1. Members of the Board of Controllers shall receive salaries, remunerations, bonuses and other benefits under the decision of the GMS. The GMS shall decide the salaries, remunerations, bonuses and other benefits and annual budget of the Board of Controllers.
2. Members of the Board of Controllers shall the reasonable costs of accommodation, travel and independent counseling services reimbursed. The total costs must not exceed the annual budget of the Board of Controllers which has been approved by the GMS, unless otherwise decided by the GMS.
3. Salaries and operating costs of the Board of Controllers shall be recorded as the Company’s operating costs in accordance with regulations of law on corporate income tax, presented in a separate section of the Company’s annual financial statement.
[If the Company applies the model specified in Point b Clause 1 Article 137 of the Law on Enterprises, the Company shall establish an Audit Committee in accordance with the Law on Enterprises and the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 elaborating some Articles of the Law on Securities, and regulations of Article 42 to 46 of this Charter].
3. What are regulations on nomination and self-nomination of members of the Audit Committee in public companies in Vietnam?
Pursuant to the provisions of Article 42, Section IX, Appendix I promulgated together with Circular 116/2020/TT-BTC on nomination and self-nomination of members of the Audit Committee in public companies as follows:
1. The chairperson and other members of the Audit Committee shall be nominated by the Board of Directors and shall not executives of the Company.
2. The designation of the chairperson and other members of the Audit Committee is subject to approval by the Board of Directors during its meeting.
4. What are regulations on composition of the Audit Committee in public companies in Vietnam?
Pursuant to the provisions of Article 43, Section IX, Appendix I issued together with Circular 116/2020/TT-BTC, the composition of the Audit Committee in a public company is as follows:
1. The Audit Committee shall have at least 02 members. The chairperson of the Audit Committee shall be an independent member of the Board of Directors. Other members of the Audit Committee shall be non-executive members of the Board of Directors.
2. Members of the Audit Committee shall have knowledge about accounting, audit, law and the Company’ operation, and must not:
a) Work in the Company’s accounting or finance department;
b) Be a member of employee of the accredited audit organization that is auditing the Company’s financial statements over the last 03 years.
3. The chairperson of the Audit Committee shall have a bachelor’s degree or higher in economics, finance, accounting, audit, law or business administration unless [higher qualifications are required by the Company's Charter].
Best Regards!
