What are rights and obligations of the GMS in public companies in Vietnam?

1. What are rights and obligations of the GMS in public companies in Vietnam?

Pursuant to Clause 1, Article 15, Section VI, Appendix I issued together with Circular 116/2020/TT-BTC, rights and obligations of the GMS in a public company are as follows:

1. The GMS has following rights and obligations:

a) Approve the Company’s development orientations;

b) Decide the types of authorized shares and quantity of each type; decide annual dividends of each type of shares;

c) Elect, dismiss and discharge members of the Board of Directors and members of the Board of Controllers;

d) Decide investment in or sale of assets that are worth at least [35%] of the total assets written the Company's latest financial statement, [unless another ratio or value is prescribed by the Company’s Charter];

dd) Decide revisions to the Company’s Charter;

e) Approve annual financial statements;

g) Decide repurchase of over 10% of shares of each type;

h) Consider taking actions against violations committed by members of the Board of Directors and members of the Board of Controllers if they cause damage to the Company and its shareholders;

i) Decide re-organization and dissolution of the Company;

k) Decide the budget or total remunerations, bonuses and other benefits of the Board of Directors and the Board of Controllers;

l) Approve internal regulations on company administration, operation of the Board of Directors and the Board of Controllers;

m) Approve the list of accredited audit organizations; decide whether to allow accredited audit organizations to inspect the Company’s operation; dismiss accredited auditors where necessary;

n) Other rights and obligations prescribed by law.

2. What issues shall GMS discuss and approve in public companies in Vietnam? 

Pursuant to the provisions of Clause 2, Article 15, Section VI, Appendix I issued together with Circular 116/2020/TT-BTC, rights and obligations of the GMS in a public company are as follows:

2. The GMS shall discuss and approve the following issues:

a) The Company’s annual business plan;

b) The audited annual financial statement;

c) The report of the Board of Directors on administration and performance of the Board of Directors and each of its members; [in case the Company applies the model specified in Point b Clause 1 Article 137 of the Law on Enterprises, independent members of the Board of Directors shall report at the annual GMS in accordance with Article 284 of the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 elaborating some Articles of the Law on Securities];

d) The report of the Board of Controllers on the Company’s business performance, performance of the Board of Directors, the Director/General Director;

dd) The self-assessment report on performance of the Board of Controllers and its members;

e) Dividend per share of each type;

g) The quantity of members of the Board of Directors and the Board of Controllers;

h) Election, dismissal and discharge of members of the Board of Directors and members of the Board of Controllers;

i) The budget or total remunerations, bonuses and other benefits of the Board of Directors and the Board of Controllers;

k) Approval for the list of accredited audit organizations; whether to allow accredited audit organizations to inspect the Company’s operation; dismiss accredited auditors where necessary;

l) Revisions to the Company’s Charter;

m) Types and quantity of additional shares of each type and transfer of shares by founders within the first 03 years after the establishment date;

n) Division, consolidation, merger or conversion of the Company;

o) Re-organization and dissolution (liquidation) of the Company and appointment of the liquidator;

p) Investment in or sale of assets that are worth at least [35%] of the total assets written the Company’s latest financial statement, [unless another ratio or value is prescribed by the Company’s Charter];

q) Repurchase of over 10% of shares of each type;

r) Conclusion of contracts and transactions with the entities specified in Clause 1 Article 167 of the Law on Enterprises that are worth at least 35% of the Company’s total assets written in the latest financial statement;

s) Transactions specified in Clause 4 Article 293 of the Government's Decree No. 155/2020/ND-CP dated December 31, 2020  elaborating some Articles of the Law on Securities;

t) Internal regulations on company administration, operation of the Board of Directors and the Board of Controllers;

u) Other issues prescribed by law and this Charter.

Best Regards!