Forms of organizing a general meeting of shareholders of a joint stock company according to the law

In what forms can a joint stock company organize a general meeting of shareholders according to regulations? Does a public company have to stipulate in the Internal Regulations on corporate governance the application of modern information technology in organizing the General Meeting of Shareholders?

1. In what forms can a joint stock company organize a general meeting of shareholders according to regulations?

Pursuant to Clause 3, Article 144 of the Law on Enterprises 2020, exercising the right to attend the General Meeting of Shareholders:

Exercising the right to attend the General Meeting of Shareholders

1. Shareholders and authorized representatives of shareholders who are organizations may directly attend the meeting, authorize in writing one or several other individuals or organizations to attend the meeting or attend the meeting through one of the forms specified in Clause 3 of this Article.

2. Authorization for individuals and organizations to represent and attend the General Meeting of Shareholders must be made in writing. The authorization document is made according to the provisions of civil law and must clearly state the name of the authorized individual or organization and the number of authorized shares. Individuals and organizations authorized to attend the General Meeting of Shareholders must present a written authorization when registering to attend the meeting before entering the meeting room.

3. Shareholders are considered to attend and vote at the General Meeting of Shareholders in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize other individuals or organizations to attend and vote at the meeting;

c) Attend and vote via online conference, electronic voting or electronic form other;

d) Send voting ballots to the meeting via mail, fax, email;

dd) Send voting ballots by other means as prescribed in the company’s Charter.

At the same time, based on current reality, the general meeting of shareholders can be organized by the company in the form of face-to-face, online or combined online.

However, the current organization of an online general meeting of shareholders still does not have a clear legal framework (other than the regulation that shareholders have the right to attend and vote through an online conference in Clause 3, Article 114 of the Enterprise Law 2020).

Therefore, the actual organization of the general meeting of shareholders still depends on each company.

2. Does a public company have to stipulate in the Internal Regulations on corporate governance the application of modern information technology in the organization of the General Meeting of Shareholders?

Pursuant to Clause 2, Article 41 of the 2019 Securities Law on corporate governance content applicable to public companies:

Corporate governance content applies to public companies

…

2. The convening and organization of the General Meeting of Shareholders must comply with the following regulations:

a) The Board of Directors, the Supervisory Board, and the person convening the General Meeting of Shareholders must fully comply with the order and procedures for convening the General Meeting of Shareholders in accordance with the provisions of the Enterprise Law, the Company’s Charter and the Internal Regulations on corporate governance; arrange a reasonable place and time for shareholders to attend the General Meeting of Shareholders;

b) Public companies stipulate in the Internal Regulations on corporate governance the application of modern information technology so that shareholders can attend and express opinions at the General Meeting of Shareholders through online meetings, electronic voting or other electronic forms according to the provisions of the Enterprise Law and the Company’s Charter;

c) A public company must invite a representative of an auditing organization approved to audit the company’s annual financial statements to attend the Annual General Meeting of Shareholders in case the audit report of the company’s annual financial statements contains material exceptions;

d) Comply with other provisions of law and the company Charter.

Thus, public companies stipulate in the Internal Regulations on corporate governance the application of modern information technology so that shareholders can attend and express opinions at the General Meeting of Shareholders through online meetings, electronic voting or other electronic forms according to the provisions of the Enterprise Law and the Company’s Charter.

3. Within what time limit must the Annual General Meeting of Shareholders be held?

According to the provisions of Clause 2, Article 139 of the 2020 Enterprise Law on the General Meeting of Shareholders

Accordingly, the General Meeting of Shareholders must meet annually within 04 months from the end of the fiscal year.

Unless the Company’s Charter has other provisions, the Board of Directors decides to extend the General Meeting annual meeting of shareholders in case of necessity, but no more than 06 months from the end of the fiscal year.

Note: The General Meeting of Shareholders holds an annual meeting once a year.

In addition to the annual meeting, the General Meeting of Shareholders may hold extraordinary meetings.

The meeting location of the General Meeting of Shareholders is determined as the place where the chairman attends the meeting and must be in the territory of Vietnam.