Tiếng Việt
中文Yes, but with limits. A member of the Board of Directors of a securities fund management company is not prohibited from being a board member of any other company — the prohibition in Clause 2, Article 4 of Circular 99/2020/TT-BTC applies only to: (1) another fund management company; and (2) a custodian bank or supervisory bank providing services to the fund managed by the company. When changing Board members, the company must notify the State Securities Commission (Point a, Clause 5, Article 29).
1. May a fund management company’s board member hold a concurrent position at another company?
Clause 2, Article 4 of Circular 99/2020/TT-BTC:
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“2. A member of the Board of Directors or a member of the Members’ Council of a fund management company may not be a member of the Board of Directors or a member of the Members’ Council, the Executive Board, or a practicing fund manager of another fund management company, or a member of the Board of Directors or a member of the Members’ Council, the Executive Board, or staff of a custodian bank or supervisory bank providing services to the securities investment fund or securities investment company managed by the company.”
Accordingly, the prohibition is not a blanket ban on “being a board member of another company”. A board member of a fund management company may still serve on the boards of other companies (e.g., listed companies, companies in the same group) — as long as they are not in the two prohibited cases above. This rule aims to prevent conflicts of interest in fund management and fund asset supervision.
2. Must a change of board members be notified to the SSC?
Yes. Point a, Clause 5, Article 29 of Circular 99/2020/TT-BTC requires a fund management company to notify the State Securities Commission when changing, electing, or dismissing members of the Board of Directors or the Members’ Council. The notice must be accompanied by the resolution or decision on election, dismissal, or change and documents proving that the new member meets the requirements in the company charter, securities law, and enterprise law.
3. Qualifications for board members of a fund management company
In addition to the concurrent-position limits above, a board member of a fund management company must meet the standards of competence, qualities, and professional experience under securities law and the company charter, and must not fall into cases prohibited from managing enterprises under the Law on Enterprises. The fund management company should review the eligibility of a new member before submitting him/her to the General Meeting of Shareholders for election and carry out the required notification.
Notes on applying current legal provisions
Misinterpreting the scope of the concurrent-position prohibition may cause an enterprise to wrongly reject qualified personnel or, conversely, appoint violating personnel and be penalized. When there are governance personnel changes, the fund management company should simultaneously review its notification and reporting obligations to the State Securities Commission. You may contact an ANT Legal lawyer at 0966.475.966 for review and advice.
How can ANT Legal help?
ANT Legal assists in reviewing the eligibility of Board members and Members’ Council members of fund management companies, advises on information disclosure, reporting obligations, and securities law compliance.
For quick advice, you may contact a lawyer at 0966.475.966.
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