03 conditions for the Board of Directors of a public investment company in Vietnam

03 conditions for the Board of Directors of a public investment company in Vietnam (Internet image)

Specifically, Article 15 of Circular 227/2012/TT-BTC stipulates that the Board of Directors of a public investment company in Vietnam must comply with Article 80 of the Decree No. 58/2012/ND-CP. The Board of Directors of a public investment company in Vietnam must have:

• At least an independent member proficient and experienced in accounting and audit.

• At least an independent member proficient and experienced in asset management or securities investment analysis;

• At least a member proficient in law.

In addition, Article 15 of Circular 227/2012/TT-BTC also stipulates that the Board of Directors of a public investment company has the following rights and obligations:

• To represent the interests of shareholders; carry out activities in accordance with laws to protect the interests of shareholders;

• To approve the valuation book, the list of quotation providers as prescribed in Clause 3 Article 10 of this Circular, the list of banks that receive deposits from the investment company as prescribed in Clause 3 Article 9 of this Circular; to accept the transactions prescribed in Point b Clause 11 Article 9 of this Circular; to approve the application for the issue of additional shares, and relevant contents within the authority delegated;

• To decide the dividends according to the profit distribution plan prescribed in the charter of the investment company, or passed by the General assembly of shareholders; the time and method of profit distribution;

• To decide the issues that are not agreed by both the asset management company and the supervisory bank according to law;

• To request the asset management company and the supervisory bank to provide adequate documentation and information about the asset management and supervision; and exercise other rights and obligations as prescribed by the laws on securities and company administration, applicable to public companies, and the and in accordance with the charter of the investment company;

• Other issues within the authority as prescribed by laws on enterprises, securities, and by the charter of the investment company.

Board of Directors meetings shall be held when they are attended by at least 2/3 of the members, the number of independent members among which must make up the at least 51% of the participants. The members that do not attend the meeting directly may vote in writing. The decisions of the Board of Directors shall be passed when they are approved by the majority of members and the majority of independent members.

More details can be found in Circular 227/2012/TT-BTC, which comes into force from July 1, 2013.

Le Vy

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