Relatives of members of the Board of Directors Can a joint stock company do accounting according to regulations?

Can relatives of members of the Board of Directors of a joint stock company be an accountant?

Pursuant to Article 52 of the 2015 Accounting Law, it is stipulated as follows following:

People who are not allowed to work as accountants

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3. Biological father, biological mother, adoptive father, adoptive mother, wife, husband, biological children, adopted children, siblings of the legal representative, of the head, of the director, general director and of the deputy of the head, deputy director, deputy general director in charge of finance – accounting, chief accountant in the same accounting unit, except for private enterprises, limited liability companies owned by an individual and other cases prescribed by the Government determined.

4. People who are managers, executives, storekeepers, treasurers, buyers and sellers of assets in the same accounting unit, except in private enterprises, limited liability companies owned by an individual and other cases prescribed by the Government.

At the same time, Article 153 of the Law on Enterprises 2020 has the following provisions:

Board of Directors value

1. The Board of Directors is the company’s management agency, with full authority on behalf of the company to make decisions and exercise the rights and obligations of the company, except for the rights and obligations under the authority of the General Meeting of Shareholders.

Accordingly, Article 137 of the Law on Enterprises 2020 has the following provisions:

Organizational structure of joint stock company management part

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2. In case the company has only one legal representative, the Chairman of the Board of Directors or the Director or General Director is the legal representative of the company. In case there is no regulation in the Charter, the Chairman of the Board of Directors is the legal representative of the company. In case the company has more than one legal representative, the Chairman of the Board of Directors and the Director or General Director are of course the legal representatives of the company.

Accordingly, if a member of the Board of Directors is not the legal representative, the head or director, general director and deputy of the head, deputy director, deputy general director in charge of finance – accounting, or chief accountant in the same accounting unit of the company, then relatives can work as accountants.

Can the Board of Directors of a joint stock company decide the selling price of the company’s shares?

Pursuant to Point d, Clause 2, Article 153 of the 2020 Enterprise Law, it is stipulated as follows:

The Board of Directors value

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

a) Decide on the strategy, medium-term development plan and annual business plan of the company;

b) Recommend the types of shares and the total number of shares authorized to be offered for each type;

c) Decide to sell unsold shares within the number of shares authorized to be offered for each type; Decide to mobilize additional capital in other forms;

d) Decide on the selling price of the company’s shares and bonds;

dd) Decide to repurchase shares according to the provisions of Clauses 1 and 2, Article 133 of this Law;

e) Decide on investment plans and investment projects within the authority and limits prescribed by law. law;

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

h) Approve contracts to buy, sell, borrow, lend and other contracts and transactions with a value of 35% or more of the total asset value recorded in the company’s most recent financial report, except in cases where the company’s charter stipulates a different ratio or value and the contract and transaction are within the authority to decide. decisions of the General Meeting of Shareholders according to the provisions of Point d, Clause 2, Article 138, Clauses 1 and Clause 3, Article 167 of this Law;

i) Election, dismissal, dismissal of the Chairman of the Board of Directors; appoint, dismiss, sign contracts, terminate contracts with the Director or General Director and other important managers as prescribed by the company’s Charter; decide on salaries, remunerations, bonuses and other benefits of those managers; appoint authorized representatives to participate in the Board of Members or General Meeting of Shareholders in other companies, decide on the remuneration and other benefits of those people;

k) Supervise and direct the Director or General Director and other managers in operating the company’s daily business;

l) Decide on the organizational structure, internal management regulations of the company, decide on the establishment of subsidiaries, branches, representative offices and capital contributions and share purchases of other enterprises;

m) Approve the agenda and content of documents for the General Meeting of Shareholders, convene the General Meeting of Shareholders or collect opinions for the General Meeting of Shareholders to approve the resolution resolve;

n) Submit annual financial reports to the General Meeting of Shareholders;

o) Propose the amount of dividends to be paid; decide on the time limit and procedures for paying dividends or handling losses arising during the business process;

p) Proposing the reorganization or dissolution of the company; request bankruptcy of the company;

q) Other rights and obligations according to the provisions of this Law and the company’s Charter.

Thus, according to the above regulations, the board of directors of a joint stock company has the right to decide the selling price of the company’s shares.

Can a member of the Board of Directors of a joint stock company be a member of the Board of Directors of another company?

Pursuant to Point c, Clause 1, Article 155 of the 2020 Enterprise Law, it is stipulated as follows:

Organizational structure, standards and conditions for becoming members of the Board of Directors value

1. Members of the Board of Directors must have the following standards and conditions:

a) Not subject to the provisions of Clause 2, Article 17 of this Law;

b) Have professional qualifications and experience in business administration or in the company’s fields, industries, and business lines and do not necessarily have to be shareholders of the company, unless otherwise stipulated in the company’s Charter. other;

c) A member of the Board of Directors of a company may simultaneously be a member of the Board of Directors of another company;

d) For state-owned enterprises as prescribed in Point b, Clause 1, Article 88 of this Law and subsidiaries of state-owned enterprises as prescribed in Clause 1, Article 88 of this Law, a member of the Board of Directors cannot be a person with family relations of the Director. Director, General Director and other managers of the company; of the manager, the person with authority to appoint the parent company’s manager.

Thus, according to the above regulations, a member of the Board of Directors of a joint stock company can simultaneously be a member of the Board of Directors of another company.