Tiếng Việt
中文Under Article 41 of the 2019 Law on Securities (amended and supplemented by Law No. 56/2024/QH15): once Board of Directors candidates are identified, a public company must publish information on the candidates at least 10 days before the opening date of the General Meeting of Shareholders on the company’s website; the Board of Directors must hold meetings at least once per quarter.
1. How early must public company Board candidates’ information be disclosed?
At least 10 days before the opening date of the General Meeting of Shareholders. Under Point a, Clause 4, Article 41 of the 2019 Law on Securities (amended by Law 56/2024/QH15), where Board of Directors candidates have been identified, the public company must publish information on the candidates on the company’s website so that shareholders can study it before voting. Where the number of candidates through nomination and self-nomination is still insufficient, the incumbent Board of Directors may introduce additional candidates or organize nomination under the company charter and the Internal Regulations on Corporate Governance.
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2. How many times per quarter must a public company’s Board meet?
At least once per quarter under the order and procedures prescribed in the company charter and the Internal Regulations on Corporate Governance (Point c, Clause 3, Article 41 of the 2019 Law on Securities, amended by Law 56/2024/QH15). The organization of meetings, meeting agenda and related documents are notified in advance to Board members within the time limits prescribed by law and the company charter. In addition, the composition of a public company’s Board of Directors must ensure a balance between executive and non-executive members, and a sufficient number of independent Board members to ensure independence.
3. Must Board members report remuneration received from subsidiaries?
Under corporate governance regulations applicable to public companies, Board members must disclose related interests, including remuneration and benefits received from subsidiaries and affiliated companies under the Law on Enterprises, the Law on Securities and the Internal Regulations on Corporate Governance. Full reporting and disclosure ensures transparency, avoids conflicts of interest and provides a basis for the General Meeting of Shareholders to supervise the Board’s activities.
Notes on applying current legal provisions
The 2019 Law on Securities has been amended and supplemented by Law No. 56/2024/QH15; public companies should check the Internal Regulations on Corporate Governance and each company’s charter. Where advice on public company governance is needed, you should contact an ANT Legal lawyer at 0966.475.966.
Common risks to note
Failure to disclose candidate information within the 10-day time limit or to hold Board meetings at least once per quarter may result in administrative sanctions in the securities sector and affect the validity of General Meeting of Shareholders resolutions.
How can ANT Legal help?
ANT Legal supports advising on public company governance: organizing General Meetings of Shareholders, information disclosure, and building internal governance regulations.
For quick advice, you may contact a lawyer at 0966.475.966.
