If the Chairman of the Board of Directors of a public company does not ensure the number of annual Board of Directors meetings as prescribed, how will he be punished?

Pursuant to Point a, Clause 6, Article 15 of the Decree 156/2020/ND-CP amended and supplemented according to the provisions of Clause 13, Article 1 of Decree 128/2021/ND-CP violating regulations on public company governance:

Violating regulations on public company governance

1. A fine from 10,000,000 VND to 20,000,000 VND shall be imposed on a public company that commits one of the following violations:

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3. A fine from 30,000,000 VND to 50,000,000 VND shall be imposed on individuals specified in this Clause who commit one of the following violations:

a) Independent members of the Board of Directors of a listed company do not prepare an assessment report on the activities of the Board of Directors;

b) Chairman of the Board of Directors, Head of the Inspection Committee Supervisory Board, the Chairman of the Audit Committee does not ensure the number of meetings of the Board of Directors, Supervisory Board, and Audit Committee annually as prescribed.

4. A fine of between VND 50,000,000 and VND 70,000,000 shall be imposed on the Chairman of the Board of Directors who does not report to the General Meeting of Shareholders at the most recent annual meeting the content that was approved in the previous Resolution of the General Meeting of Shareholders but has not been implemented; do not report to the nearest General Meeting of Shareholders for approval before making changes to the content under the decision authority of the General Meeting of Shareholders, unless authorized by the General Meeting of Shareholders.

Thus, the Chairman of the Board of Directors of a public company who does not ensure the number of annual Board of Directors meetings as prescribed may be fined from 30,000,000 VND to 50,000,000 VND.

The Chairman of the Board of Directors of a public company must ensure the number of annual Board of Directors meetings much?

Pursuant to the provisions of Article 279 of Decree 155/2020/ND-CP regulating Board of Directors meetings:

Board of Directors meeting

1. The meeting of the Board of Directors is carried out in accordance with the provisions of Article 157 of the Enterprise Law and Point c, Clause 3, Article 41 of the Securities Law.

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At the same time, according to the provisions of Article 157 of the 2020 Enterprise Law regarding Board of Directors meetings:

Board of Directors Meeting

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2. The Board of Directors meets at least once a quarter and may hold extraordinary meetings.

3. The Chairman of the Board of Directors convenes a meeting of the Board of Directors in the following cases:

a) There is a request from the Supervisory Board or an independent member of the Board of Directors;

b) There is a request from the Director or General Director or at least 05 other managers;

c) There is a request from at least 02 members of the Board of Directors value;

d) Other cases prescribed by the company’s Charter.

In addition, according to the provisions of Point c, Clause 3, Article 41 of the 2019 Securities Law on corporate governance content applicable to public companies:

Corporate governance content applicable to public companies

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3. The composition, structure, responsibilities and obligations of the Board of Directors ensure compliance with the following regulations:

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c) The Board of Directors must hold meetings at least once a quarter according to the order and procedures specified in the Company Charter and Internal Regulations on corporate governance. The organization of Board of Directors meetings, meeting agendas and related documents are notified in advance to members of the Board of Directors according to the time limit prescribed by law and the company’s Charter.

Thus, the Chairman of the Board of Directors of a public company must ensure that the number of annual Board of Directors meetings is at least 04 meetings.

Because, the Board of Directors of a public company must hold a meeting at least once a quarter.

In particular, quarter of the year is a unit of time that divides the year into 4 equal parts. A year has 4 quarters.

Do members of the Board of Directors of a public company have to attend all meetings of the Board of Directors?

Comparing with the provisions in Article 277 of Decree 155/2020/ND-CP stipulating the rights and obligations of members of the Board of Directors of public companies:

Accordingly, members of the Board of Directors of public companies are obliged to fully attend meetings of the Board of Directors and have opinions on the issues discussed.

In addition, members of the Board of Directors of public companies also have the following obligations:

– Perform your duties honestly and carefully for the best interests of shareholders and the company;

– Report promptly and fully to the Board of Directors on remunerations received from subsidiaries, affiliated companies and other organizations;

– Report to the Board of Directors at the latest meeting on transactions between the company, subsidiaries, companies controlled by a public company with over 50% or more of charter capital and members of the Board of Directors and related persons of that member; Company-to-company transactions in which a member of the Board of Directors is a founding member or a business manager within the most recent 3 years prior to the transaction;

– Implement information disclosure when conducting transactions in the company’s shares according to the provisions of law.