What are rights to be provided with information of members of the Board of Directors in public companies in Vietnam?

1. What are rights to be provided with information of members of the Board of Directors in public companies in Vietnam?

Pursuant to Article 4, Chapter II, Appendix III issued together with Circular 116/2020/TT-BTC, rights to be provided with information of members of the Board of Directors in public companies is as follows:

1. Members of the Board of Directors have all the rights to request the Director/General Director, Deputy Director/Deputy General Director, other managers of the Company to provide information and documents about the finance and business performance of the Company and its units.

2. The requested managers shall fully and accurately provide the information and documents requested by the members of the Board of Directors following the procedures specified in the following Charter.

2. What is term of office and quantity of members of the Board of Directors in public companies in Vietnam?

Pursuant to Article 5, Chapter II, Appendix III issued together with Circular 116/2020/TT-BTC, term of office and quantity of members of the Board of Directors in public companies is as follows:

1. The Board of Directors has ... members (03 to 11). The Company's Charter shall specify the number of members of the Board of Directors.

2. The term of office of a member of the Board of Directors shall not exceed 05 years and has no term limit. An individual may only be elected as independent member of the Board of Directors of a company for up to 02 consecutive terms.

3. In case the term of office all members of the Board of Directors end at the same time, all of them will remain members of the Board of Directors until new members are elected and take over the work, unless otherwise prescribed by the Company’s Charter.

4. The Company's Charter shall specify the number, rights, obligations, organization and cooperation of independent members of Board of Directors.

3. What are requirements to be satisfied by members of the Board of Directors in public companies in Vietnam? 

Pursuant to Article 6, Chapter II, Appendix III issued together with Circular 116/2020/TT-BTC, requirements to be satisfied by members of the Board of Directors in public companies are as follows:

1. A member of the Board of Directors shall satisfy the following requirements:

a) He/she is not any of the persons specified in Clause 2 Article 17 of the Law on Enterprises;

b) He/she has qualifications and experience of business administration or in same fields or business lines of the Company. A member is not necessarily a shareholder of the Company, unless otherwise prescribed by the Company’s Charter;

c) A member of the Board of Directors of may concurrently hold the position of member of Board of Directors of another company;

d) Members of the Board of Directors of state-owned enterprises prescribed in Point b Clause 1 Article 88 of the Law on Enterprises and subsidiary companies of state-owned enterprise according to Clause 1 Article 88 of the Law on Enterprises must not be relatives of the Director/General Director, other managers of the Company and the persons having the power to designate managers of the parent company;

dd) [He/she satisfy other requirements specified in the Company’s Charter].

2. An independent member of the Board of Directors prescribed in Point b Clause 1 Article 137 of the Law on Enterprises shall satisfy the following requirements:

a) He/she is not working for the Company, parent company or subsidiary companies of the Company; he/she is not a person who used to work for the Company, parent company or subsidiary companies of the Company over the last 03 years;

b) He/she is not a person who is receiving salary or remuneration from the Company, except the allowances to which members of the Board of Directors are entitled as per regulations;

c) His/her spouse, biological parents, adoptive parents, biological children, adopted children, siblings are not major shareholders of the Company; are not managers of the Company or its subsidiary companies;

d) He/she does not directly or indirectly hold at least 01% of the total voting shares of the Company;

dd) He/she does not hold the position of member of the Board of Directors or Board of Controllers of the Company over the last 05 years, unless he/she is designated for 02 consecutive terms;

e) [Other requirements specified in the Company’s Charter].

3. The independent member of the Board of Directors shall inform the Board of Directors when he/she no longer fully satisfies the requirements specified in Clause 2 of this Article and is obviously no longer an independent member from the day on which such requirements are not fully satisfied. The Board of Directors shall report this during the nearest GMS or convene the GMS to elect or replace the independent member within 06 months from the day on which the notice is received from the disqualified member.

Best Regards!