What are regulations on the meetings of the Management Board of joint stock companies in Vietnam?

What are regulations on the meetings of the Management Board of joint stock companies in Vietnam? - image from internet

In 2008, pursuant to Article 112 of the Law on Enterprises in 2005 stipulating the meetings of the Management Board of joint stock companies in Vietnam:

1. If the Management Board elects the chairman, the first meeting of the term of the Management Board to elect the chairman and adopt other decisions under its competence shall be conducted within seven working days after the end of the election of the Management Board for such term. This meeting shall be convened by the member with the highest number of votes. If more than one member have equal and highest numbers of votes, the voting members shall elect by majority vote one of them to convene the meeting of the Management Board.

2. The Management Board may hold regular or irregular meetings. The Management Board may meet at the head office of the company or elsewhere.

3. Regular meetings of the Management Board shall be convened by the chairman at any time necessary, however, at least once every quarter.

4. The chairman of the Management Board shall convene a meeting of the Management Board if there is a request of:

a/ The Control Board;

b/ The director or general director or at least five other managers;

c/ At least two members of the Management Board;

d/ Other cases as provided for in the company's charter.

The request must be made in writing, clearly stating the objectives, issues to be discussed and decided under the competence of the Management Board.

5. The chairman shall convene a meeting of the Management Board within fifteen days as from the date of receipt of the request. If the chairman fails to do so, he/she shall be responsible for losses incurred by the company; requesters may in replacement of the Management Board, convene a meeting of the Management Board.

6. Unless otherwise provided for in the company's charter, the chairman of the Management Board or the person who convenes a meeting of the Management Board must send invitations at least five working days before the meeting date. Such invitation must specify the meeting time and venue, agenda, issues to be discussed and decided. Relevant materials to be used in the meeting and voting cards shall be attached to the invitations.

Invitations may be sent by post, fax, email or other means, however, they shall be ensured to reach the address of each member of the Management Board registered in the company.

7. The chairman of the Management Board or the person who convenes a meeting must forward invitations and relevant materials to members of the Control Board and the director or general director as to members of the Management Board.

Members of the Control Board, the director or general director, who are not members of the Management Board may participate in all meetings of the Management Board, have the right to discuss but not the right to vote.

8. A meeting of the Management Board shall be conducted if it is attended by three-quarters or more of the total number of its members.

Members who do not directly attend a meeting may vote in writing. Voting cards must be put in sealed envelopes and sent to the chairman of the Management Board at least one hour before the opening of the meeting. They may only be opened in front of all participants in the meeting.

A decision of the Management Board shall be adopted if it is so approved by a majority of the participating members; where the numbers of votes for and against are equal, decision of the chairman shall be the final one.

9. Members must participate in all meetings of the Management Board. Members may authorize other persons to participate meetings of the Management Board, if it is so approved by a majority of members of the Management Board.

Above are regulations on the meetings of the Management Board of joint stock companies in Vietnam. Please refer to the Law on Enterprises in 2005 for more details.

Best regards!