Composition of the Board of Directors in a public company according to the law Law

1. How is the composition of the Board of Directors in a public company regulated?

According to Article 276 of Decree 155/2020/ND-CP stipulating the composition of the Board of Directors as follows:

– The number of members of the Board of Directors of a public company is at least 03 people and at most 11 people. people.

– The structure of the Board of Directors of a public company must ensure that at least one-third (1/3) of the total number of members of the Board of Directors are non-executive members.

– In case an unlisted public company operates according to the model specified in Point b, Clause 1, Article 137 of the Law on Enterprises, the structure of members of the Board of Directors of the company must ensure at least one-fifth (1/5) of the total members of the Board of Directors are independent members. In case the number of members of the Board of Directors of an unlisted public company operating under the above model is less than 05 people, the company must ensure that 01 member of the Board of Directors is an independent member.

– The number of independent members of the Board of Directors of a listed company must ensure the following regulations:

+ There is at least 01 independent member in case the company has The number of members of the Board of Directors is from 03 to 05 members;

+ There are at least 02 independent members in case the company has the number of members of the Board of Directors from 06 to 08 members;

+ There are at least 03 independent members in the case the company has the number of members of the Board of Directors from 09 to 11 members member.

Accordingly, the number of members of the Board of Directors of a public company is at least 3 people and at most 11 people. The structure of the Board of Directors of a public company must ensure that at least one-third (1/3) of the total number of members of the Board of Directors are non-executive members.

The number of independent members of the Board of Directors of a listed company must ensure:

+ There is at least 01 independent member in case the company has a number of members of the Board of Directors from 03 to 05 members;

+ There are at least 02 independent members in case the company has a number of members of the Board of Directors from 06 to 08 members;

+ There are at least 03 independent members in case the company has a number of members of the Board of Directors from 09 to 11 members.

Can the Chairman of the Board of Directors concurrently hold the position of Director Director/General Director in a public company?

According to Article 275 of Decree 155/2020/ND-CP stipulating the status of members of the Board of Directors as follows:

“Article 275. Membership of the Board of Directors

1. Members of the Board of Directors must meet the standards and conditions according to the provisions of Clause 1 and Clause 2, Article 155 of the Enterprise Law and the Company’s Charter.

2. The Chairman of the Board of Directors cannot concurrently hold the position of General Director (Director) of 01 public company.

3. A member of the Board of Directors of a public company can only concurrently be a member of the Board of Directors of a maximum of 05 companies. other.”

Accordingly, the Chairman of the Board of Directors cannot concurrently hold the title of General Director (Director) of a public company.

2. How are the responsibilities and obligations of the Board of Directors in a public company implemented?

According to Article 278 of Decree 155/2020/ND-CP stipulating the responsibilities and obligations of the Board of Directors as follows:

The Board of Directors must fully comply with the responsibilities and obligations prescribed by the Law on Enterprises, the Company Charter and the responsibilities The following responsibilities and obligations:

– Responsible to shareholders for the company’s operations.

– Treat all shareholders equally and respect the interests of those with interests related to the company.

– Ensure the company’s operations comply with the provisions of law, the Charter and internal regulations of the company company.

– Develop operating regulations of the Board of Directors, submit to the General Meeting of Shareholders for approval and publish on the company’s website. The Minister of Finance guides the sample Operating Regulations of the Board of Directors for public companies to refer to in formulating the Operating Regulations of the Board of Directors.

– Monitor and prevent conflicts of interest of members of the Board of Directors, members of the Supervisory Board, General Director (Director) and other managers, including misuse of company assets and abuse of transactions with related parties.

– Develop internal regulations on corporate governance and submit to the General Meeting of Shareholders for approval according to the provisions of Article 270 of the Decree this Decision.

– Appoint the person in charge of corporate governance.

– Organize training on corporate governance and necessary skills for members of the Board of Directors, General Director (Director) and other managers of the company.

– Report on the activities of the Board of Directors at the General Meeting of Shareholders according to the provisions of Article 280 of this Decree.