Can members of the Board of Directors who do not participate in Board of Directors activities be dismissed in Vietnam?

Can members of the Board of Directors who do not participate in Board of Directors activities be dismissed in Vietnam?

Pursuant to Article 160 of the Enterprise Law 2020, regulations on dismissal, removal, replacement and addition of members of the Board of Directors are as follows:

1. The GMS shall dismiss a member of the Board of Directors from office in the following cases:

a) He/she does not fully satisfy the requirements specified in Article 155 of this Law;

b) He/she hands in a resignation and is accepted;

c) Other cases prescribed by the company's charter.

2. The GMS shall dismiss a member of the Board of Directors in the following cases:

a) He/she fails to participate in activities of the Board of Directors for 06 consecutive months, except in force majeure events;

b) Other cases prescribed by the company's charter.

3. Where necessary, the GMS shall replace members of the Board of Directors; dismiss members of the Board of Directors in cases other than those specified in Clause 1 and Clause 2 of this Article.

4. The Board of Directors shall convene the GMS to elect additional members of Board of Directors in the following cases:

a) The number of members of the Board of Directors decreases by more than one third of the number specified in the company's charter. The Board of Directors shall convene the GMS within 60 days from that day;

b) The number of independent members of the Board of Directors falls below the minimum number specified in Point b Clause 1 Article 137 of this Law;

c) Except the cases specified in Point a and Point b of this Clause, the nearest GMS shall elect new members to replace the dismissed members.

Thus, members of the Board of Directors are dismissed when they do not participate in the activities of the Board of Directors for 06 consecutive months, except in cases of force majeure. If you have an accident and have to be hospitalized and are unable to participate in the activities of the Board of Directors, the company cannot use that reason to dismiss you as a member of the Board of Directors. You can provide evidence to request the company not to dismiss according to the law in Vietnam.

Can members of the Board of Directors who do not participate in Board of Directors activities be dismissed in Vietnam? (Image from the Internet)

What information can members of the Board of Members request in Vietnam?

According to Article 159 of the Enterprise Law 2020, rights to information of members of the Board of Members are stipulated as follows:

1. Members of the Board of Directors are entitled to request the Director/General Director, Deputy Director/Deputy General Director and other executives of the company to provide information and documents about the finance and business performance of the company and its units.

2. The requested executives shall provide information and documents fully and accurately as requested by the members. The procedures for requesting and providing information shall be specified in the company's charter.

According to this Article, members of the Board of Directors have right to request information and documents about the finance and business performance of the company and its units in Vietnam.

Best regards!