What is the Board of Directors in Vietnam?

What is the Board of Directors in Vietnam? (Image from the Internet)

Pursuant to Clause 1, Clause 2 of Article 153 of the 2020 Enterprise Law (Effective from 01/01/2021) provides as follows:

1. The Board of Directors is the managerial body of the company and has the right to make decisions on behalf of the company, perform rights and obligations of the company, except the rights and obligations of the GMS.

2. The Board of Directors has the following rights and obligations:

a) Decide the company’s medium-term development strategies and annual business plans;

b) Propose the types of authorized shares and quantity of each type;

c) Decide sale of certain types of unsold authorized shares; decide other methods of raising capital;

d) Decide selling prices for the company’s shares and bonds;

dd) Decide repurchase of shares as prescribed in Clause 1 and Clause 2 Article 133 of this Law;

e) Decide the investment plan and investment projects within its jurisdictions and limitations prescribed by law;

g) Decide solutions for market development, marketing and technology;

h) Approve sale contracts, purchase contracts, borrowing contracts, lending contracts, other contracts and transactions that are worth at least 35% of the total assets written in the latest financial statement, unless another ratio or value is specified in the company's charter; contracts and transactions within the jurisdiction of the GMS as prescribed in Point d Clause 2 Article 138, Clause 1 and Clause 3 Article 167 of this Law.

i) Elect, dismiss the President of the Board of Directors; designate, dismiss, enter into and terminate contracts with the Director/General Director and other key executives specified in the company's charter; decide salaries, remunerations, bonuses and other benefits of these executives; designate authorized representatives to participate in the Board of Members or GMS of another company; decide their remunerations and other benefits;

k) Supervise the Director/General Director and other executives managing the company’s everyday business;

l) Decide the company’s organizational structure, rules and regulations; establishment of subsidiary companies, branches and representative offices; contribution of capital to and purchase of shares of other enterprises;

m) Approve the agenda and documents of the GMS; convene the GMS or carry out surveys for the GMS to ratify its resolutions;

n) Submit annual financial statements to the GMS;

o) Propose the dividends; decide the time and procedures for paying dividends or settling business losses;

p) Propose reorganization or dissolution of the bankruptcy; file bankruptcy of the company;

q) Other rights and obligations prescribed by Law and the company's charter.

Best Regards!