Rights and Obligations of the General Meeting of Shareholders in a Joint Stock Company

What rights and obligations does the General Meeting of Shareholders in a Joint Stock Company have?

In Article 138 of the Law on Enterprises 2020, the rights and obligations of the General Meeting of Shareholders in a Joint Stock Company are stipulated as follows: following:

(1) The General Meeting of Shareholders includes all shareholders with voting rights, and is the highest decision-making body of a joint stock company.

(2) The General Meeting of Shareholders has the following rights and obligations:

– Approve the company’s development orientation;

– Decide on the types of shares and the total number of shares of each type that can be offered for sale; decide on the annual dividend level of each type of share;

– Elect, dismiss, and dismiss members of the Board of Directors and Controllers;

– Decide to invest or sell assets with a value of 35% or more of the total asset value recorded in the company’s most recent financial report, unless the company charter stipulates a different ratio or value;

– Decision to amend and supplement the company charter;

– Approve annual financial reports;

– Decide to buy back more than 10% of the total sold shares of each type;

– Review and handle violations of members of the Board of Directors and Controllers that cause damage to the company and its shareholders;

– Decision to reorganize and dissolve the company;

– Decide on the budget or total remuneration, bonuses and other benefits for the Board of Directors and Supervisory Board;

– Approve internal governance regulations; operating regulations of the Board of Directors and Supervisory Board;

– Approve the list of independent audit companies; decide on an independent auditing company to inspect the company’s operations, dismiss the independent auditor when deemed necessary;

– Other rights and obligations according to the provisions of this Law and the Company’s Charter.

Does the list of shareholders have the right to attend the General Meeting of Shareholders in a Joint Stock Company?

Pursuant to Article 141 of the Law on Enterprises 2020, the list of shareholders has the right to attend the General Meeting of Shareholders in a Joint Stock Company is specifically stipulated as follows:

(1) The list of shareholders with the right to attend the General Meeting of Shareholders is prepared based on the company’s shareholder registration book. The list of shareholders with the right to attend the General Meeting of Shareholders is drawn up no more than 10 days before the date of sending the invitation to the General Meeting of Shareholders if the Company Charter does not stipulate a shorter time limit.

(2) The list of shareholders with the right to attend the General Meeting of Shareholders must include full name, contact address, nationality, and legal document number of the individual for individual shareholders; name, business code or legal document number of the organization, head office address for institutional shareholders; number of shares of each type, number and shareholder registration date of each shareholder.

(3) Shareholders have the right to check, look up, extract and copy the names and contact addresses of shareholders in the list of shareholders with the right to attend the General Meeting of Shareholders; request to correct incorrect information or supplement necessary information about yourself in the list of shareholders with the right to attend the General Meeting of Shareholders. Company managers must promptly provide information in the shareholder register, amend and supplement incorrect information at the request of shareholders; shall be responsible for compensating for damages arising from failure to provide or providing untimely or inaccurate shareholder registration information as requested. The order and procedures for requesting information in the shareholder register are implemented in accordance with the provisions of the company’s Charter.

Exercising the right to attend the General Meeting of Shareholders in a Joint Stock Company?

According to Article 144 of the Law on Enterprises 2020, exercising the right to attend the General Meeting of Shareholders in a Joint Stock Company is regulated as follows as follows:

“Article 144. Exercising the right to attend the General Meeting of Shareholders

1. Shareholders and authorized representatives of shareholders who are organizations can 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 Article This.

2. Authorization for individuals and organizations to represent the General Meeting of Shareholders must be made in writing in accordance with the provisions of civil law and must clearly state the name of the authorized individual or organization and the number of shares authorized to attend the General Meeting of Shareholders.

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

d) Sending voting ballots by other means as prescribed in the company’s Charter.”

Accordingly, shareholders and authorized representatives of shareholders who are organizations can 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 following forms:

– Attend and vote directly at the meeting;

– Authorize other individuals and organizations to attend and vote at the meeting;

– Participate and vote through online conferences, electronic voting or other electronic forms;

– Send votes to the meeting via mail, fax, or email;

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

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.