Are the minutes of meetings of the Board of Directors of a joint stock company required to be kept at the company’s headquarters?

Minutes of meetings of the Board of Directors of a joint stock company are specified in Clause 4 Article 158 Law on Enterprises 2020 as follows:

Board of Directors meeting minutes

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3. The chairman, the person taking the minutes and those signing the minutes must be responsible for the truthfulness and accuracy of the content of the minutes of the Board of Directors meeting.

4. Minutes of meetings of the Board of Directors and documents used in the meeting must be kept at the company’s headquarters.

5. Minutes made in Vietnamese and in a foreign language have the same legal effect. In case there is a difference in content between the minutes in Vietnamese and in a foreign language, the content in the minutes in Vietnamese shall apply.

Thus, according to regulations, minutes of meetings of the Board of Directors of a joint stock company and documents used in the meeting must be kept at the company’s headquarters.

Is the Board of Directors required to appoint a company secretary to record meeting minutes?

Recording meeting minutes is regulated in Clause 5, Article 156 of the Law on Enterprises 2020 as follows:

Chairman of the Board of Directors

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4. In case the Chairman of the Board of Directors is absent or unable to perform his duties, he must authorize in writing another member to exercise the rights and obligations of the Chairman of the Board of Directors according to the principles stipulated in the company’s Charter. In case there is no authorized person or the Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative measures at a mandatory drug treatment facility, compulsory education facility, escapes from the place of residence, has limited or lost civil act capacity, has difficulty in cognition, controlling behavior, is banned by the Court from holding certain positions, practicing certain professions or doing certain jobs, the remaining members shall elect one person from among the members. Hold the position of Chairman of the Board of Directors according to the principle of majority approval of the remaining members until there is a new decision of the Board of Directors.

5. When deemed necessary, the Board of Directors decides to appoint a company secretary. The company secretary has the following rights and obligations:

a) Support the organization of convening meetings of the General Meeting of Shareholders and the Board of Directors; recording meeting minutes;

b) Supporting members of the Board of Directors in exercising assigned rights and obligations;

c) Supporting the Board of Directors in applying and implementing corporate governance principles;

d) Supporting the company in building shareholder relationships and protecting the legitimate rights and interests of shareholders; compliance with the obligation to provide information, publicize information and administrative procedures;

dd) Other rights and obligations as prescribed in the company’s Charter.

Accordingly, when deemed necessary, the Board of Directors can decide to appoint a company secretary.

In addition to recording meeting minutes, the company secretary also has the rights and obligations mentioned above.

Thus, the Board of Directors is not required to appoint a company secretary to record meeting minutes.

In what cases does the Chairman of the Board of Directors convene a meeting of the Board of Directors?

The convening of a meeting of the Board of Directors is stipulated in Clause 3, Article 157 of the 2020 Enterprise Law as follows:

Board of Directors Meeting

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) With the request of the Supervisory Board or an independent member of the Board of Directors;

b) With the request of the Director or General Director or at least 05 other managers;

c) With the request of at least 02 members of the Board of Directors;

d) Other cases prescribed by the Public Charter company regulations.

4. The request specified in Clause 3 of this Article must be made in writing, clearly stating the purpose, issues to be discussed and decided within the authority of the Board of Directors.

5. The Chairman of the Board of Directors must convene a meeting of the Board of Directors within 07 working days from the date of receiving the request specified in Clause 3 of this Article. In case of failure to convene a meeting of the Board of Directors as requested, the Chairman of the Board of Directors must be responsible for any damage caused to the company; The person requesting has the right to replace the Chairman of the Board of Directors to convene a meeting of the Board of Directors.

Thus, according to regulations, the Chairman of the Board of Directors convenes a meeting of the Board of Directors in the following cases:

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

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

– There is a request from at least 02 members of the Board of Directors;

– Other cases prescribed by the company’s charter.