Tiếng Việt
中文The Board of Directors has the right to elect, relieve, and dismiss the Chairman of the Board of Directors from among its members (Clause 1, Article 156 of the Law on Enterprises 2020).
1. Who is the Chairman of the Board of Directors?
Under Article 156 of the Law on Enterprises 2020: “The Chairman of the Board of Directors shall be elected, relieved, or dismissed by the Board of Directors from among the members of the Board of Directors.”
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The Chairman of the Board of Directors of a public company and a joint stock company prescribed in point (b), Clause 1, Article 88 of the Law on Enterprises 2020 may not concurrently serve as Director or General Director.
2. Authority to relieve and dismiss the Chairman of the Board of Directors
The authority to elect, relieve, and dismiss the Chairman of the Board of Directors belongs to the Board of Directors, not to the General Meeting of Shareholders or the Director. Relief and dismissal are carried out in accordance with the voting principles of the Board of Directors prescribed in the company charter and the Law on Enterprises 2020.
3. Rights and obligations of the Chairman of the Board of Directors
Under Clauses 3 and 4, Article 156 of the Law on Enterprises 2020, the Chairman of the Board of Directors has the following key rights and obligations:
- Developing programs and activity plans of the Board of Directors;
- Preparing the agenda, content, and documents for meetings; convening and chairing meetings of the Board of Directors;
- Organizing the adoption of resolutions and decisions of the Board of Directors;
- Signing, on behalf of the Board of Directors, adopted resolutions and decisions.
4. Where the Chairman is absent or unable to perform duties
Where the Chairman of the Board of Directors is absent or unable to perform duties, the Chairman shall authorize in writing another member to exercise the rights and obligations of the Chairman. Where there is no authorized person, or the Chairman dies, is missing, is in temporary detention, is serving a prison sentence, or is prohibited by a Court from holding the position, the remaining members shall elect one among them to act as Chairman by the principle of majority approval of the remaining members, until a new decision of the Board of Directors is made.
Notes on application
The election, relief, and dismissal of the Chairman of the Board of Directors must comply with the proper authority and voting procedures; otherwise, resolutions may be disputed as to their validity.
Common risks to note
- The General Meeting of Shareholders directly dismissing the Chairman (exceeding authority);
- Failure to comply with the voting principles of the Board of Directors;
- The Chairman of a public company concurrently serving as Director in violation of regulations.
How can ANT Legal help?
ANT Legal advises on senior personnel procedures within the Board of Directors, reviewing company charters and voting procedures. For advice, please contact our lawyers at ANT Legal.
Related articles
- Who has the right to appoint the director of a joint stock company?
- Regulations on the Board of Directors in Joint Stock Companies
