Regulations on Meetings of the Board of Directors in Vietnam

Regulations on Meetings of the Board of Directors in Vietnam (Internet image)

1. What is The Board of Directors?

According to Clause 1, Article 153 of the Law on Enterprise 2020, 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. Regulations on Meetings of the Board of Directors in Vietnam

The meetings of the Board of Directors in Vietnam under Article 157 of the Law on Enterprise 2020 are stipulated as follows:

- The President of the Board of Directors shall be elected during the first meeting of the Board of Directors within 07 working days from the election of that Board of Directors. This meeting shall be convened and chaired by the member that received the highest number of votes.

In case more than one member received the same highest number of votes, one of them will be elected by the members under majority rule to convene the meeting of the Board of Directors.

- Meetings of the Board of Directors shall be held at least quarterly and on an ad hoc basis.

- The President of Board of Directors shall convene a meeting of the Board of Directors in the following cases:

+ It is requested by the Board of Controllers or independent members of the Board of Directors;

+ It is requested by the Director or General Director and at least 05 other executives;

+ It is requested by at least 02 members of the Board of Directors;

+ Other cases specified in the charter.

- The request shall be made in writing and specify the issues that need discussing and deciding within the jurisdiction of the Board of Directors.

- The President of the Board of Directors shall convene the meeting within 07 working days from the day on which the request mentioned in Clause 3 of this Article is received. Otherwise, he/she shall be responsible for the damage to the company and the requesting person is entitled to convene the meeting of the Board of Directors.

- The President of the Board of Directors or the person that convenes the meeting shall send the invitations at least 03 working days before the meeting day unless otherwise prescribed by the company's charter. The invitation shall specify the meeting time, location, agenda, issues to be discussed. The invitation shall be enclosed with meeting documents and votes.

The invitations can be sent physically, by phone, fax, electronically or by other methods prescribed by the company's charter to the registered mailing address of each member of the Board of Directors.

- The President of the Board of Directors or the person that convenes the meeting shall send the same invitations and documents to the Controllers.

The Controllers are entitled to participate in meetings of the Board of Directors and discuss but must not vote.

- A meeting of the Board of Directors shall be conducted when it is participated in by at least three fourths (3/4) of the members. In case a meeting cannot be conducted due to inadequate number of participants, the second meeting shall be convened within 07 days from the first meeting date unless a shorter period is prescribed by the company's charter. The second meeting shall be conducted when it is participated in by more than 50% of the members.

- It will be considered that a member participates in and votes at the meeting of the Board of Directors in the following cases:

+ He/she directly participates in and votes at the meeting;

+ He/she authorizes another person to participate in and vote at the meeting as prescribed in Clause 11 of this Article;

+ He/she participates in the meeting and votes online or through other electronic methods;

+ He/she sends his/her vote to the meeting by post, fax or email;

+ He/she sends the votes by other means specified in the company's charter.

- A vote is sent by post shall be put in a closed envelope and be delivered to the President of the Board of Directors at least 01 hour before the opening time. Votes shall only be open in the presence of all participants.

- The members shall participate in all meetings of the Board of Directors and may authorize other persons to participate in and vote at the meeting if accepted by the majority of the Board of Directors.

- Unless a higher ratio is prescribed by the company's charter, a resolution or decision of the Board of Directors shall be ratified if it is voted for by the majority of the participants. In case of equality of votes, the option that is voted for by the President of the Board of Directors shall prevail.

Quoc Dat

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