What are subcommittees of the Board of Directors in public companies in Vietnam?

1. What are subcommittees of the Board of Directors in public companies in Vietnam?

Pursuant to the provisions of Article 31, Section VII, Appendix I issued together with Circular 116/2020/TT-BTC, subcommittees of the Board of Directors in public companies are as follows:

1. The Board of Directors may establish subcommittees that will take charge of development policies, personnel, salaries and bonuses, internal audit, risk management. The quantity of members of each subcommittee shall be decided by the Board of Directors with at least [03 persons] that are members of the Board of Directors and external members. [Independent members of the Board of Directors/non-executive members of the Board of Directors] shall make up a majority of the subcommittee and one of these member shall be designated as the chief of the subcommittee under a decision of the Board of Directors. The subcommittees shall operate in accordance with regulations of the Board of Directors. A subcommittee's resolution is only effective when it is voted for by the majority of its members during its meetings.

2. The implementation of decisions of the Board of Directors or its subcommittees shall be conformable with applicable regulations of law, the Company’s Charter and company administration regulations.

2. What are regulations on person in charge of company administration in public companies in Vietnam?

Pursuant to Article 32, Section VII, Appendix I promulgated together with Circular 116/2020/TT-BTC, person in charge of company administration in public companies is as follows:

1. The Board of Directors of the Company shall appoint at least 01 person in charge of company administration, who will assist in administration works and may concurrently hold the position of the Company’s secretary as prescribed in Clause 5 Article 156 of the Law on Enterprises.

2. The person in charge of company administration must not concurrently work for the accredited audit organization that is auditing the Company’s financial statements.

3. The person in charge of company administration has the following rights and obligations:

a) Provide consultancy for the Board of Directors in organizing the General Meeting of Shareholders and performance of relevant tasks between the Company and its shareholders;

b) Prepare for meetings of the Board of Directors, the Board of Controllers and the GMS as requested by the Board of Directors or the Board of Controllers;

c) Provide consultancy on meeting procedures;

d) Participate in the meetings;

dd) Provide consultancy on procedures for lawful issuance of resolutions of the Board of Directors

e) Provide financial information, copies of minutes of meetings of the Board of Directors and other information for members of the Board of Directors and the Board of Controllers;

g) Supervise and report to the Board of Directors on the Company’s information disclosure;

h) Assist in contact between parties with relevant interests;

i) Protect confidentiality of in accordance with regulations of law and the Company’s Charter;

k) Other rights and obligations prescribed by law and [the Company's Charter].

3. What is organization of the management apparatus in public companies in Vietnam? 

Pursuant to the provisions of Article 33, Section VIII, Appendix I issued together with Circular 116/2020/TT-BTC, organization of the management apparatus in a public company is organized as follows:

The Company’s management apparatus shall be responsible to the Board of Directors, supervised and controlled by the Board of Directors in the Company’s everyday business operation. The Company has a Director/General Director, Deputy Directors/Deputy General Directors, a Chief Accountant and [persons designated by the Board of Directors to hold other managerial positions]. The designation and dismissal of these persons are subject to ratification by resolutions or decisions of the Board of Directors.

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