Vietnam: Regulations on convocation and organization of General Meeting of Shareholders of a public company from 2021

According to Article 41 of the Law on Securities 2019 of Vietnam, the General Meeting of Shareholders of a public company shall be convened and organized as follows:

1. The Board of Directors, the Board of Controllers and the convener shall follow the procedures for convening the General Meeting of Shareholders specified in the Law on Enterprises of Vietnam, the company’s charter and the company administration regulations; prepare the place and set a reasonable time for the shareholders to attend the General Meeting of Shareholders;

2. The company administration regulations shall provide for application of information technology to enable shareholders to attend meetings online, vote electrically or through another method as prescribed by the Law on Enterprises of Vietnam and the company’s charter;

3. The public company shall invite representatives of the accredited audit organization that audited its annual financial statement to attend the annual General Meeting of Shareholders in case the audit report contains qualified opinions;

4. Other regulations of law and the company’s charter shall be complied with.

Moreover, composition and responsibilities of the Board of Directors are as follows:

- There should be a balance between the number of executive members, non-executive members and independent members of the Board of Directors of a public company in order to ensure its independence;

- The Board of Directors shall be accountable to the shareholders for the company’s operation; ensure the company’s compliance with law, its charter and internal regulations; develop the internal regulations on company administration and submit it to the General Meeting of Shareholders for approval; designate executive officers; and have other responsibilities prescribed by law and the company’s charter;

- The Board of Directors shall hold a meeting at least once per year following the procedures specified in the company’s charter and the company’s administration regulations. The organization, agenda and documents of a meeting of the Board of Directors shall be informed in advance to its members as prescribed by law and the company’s charter.

View more details at the Law on Securities 2019 of Vietnam, effective from January 01, 2021.

Ty Na

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