Can the Chairman of the Board of Members sign resolutions and decisions of the Board of Members on behalf of the Board of Members of the Vietnam Debt Trading Company?

Who is the Chairman of the Board of Members of Vietnam Debt Trading Company appointed by?

Pursuant to Clause 1, Article 23 of the Charter of Organization and Operation of the Vietnam Debt Trading One-Member Limited Liability Company issued together with Circular 142/2021/ND-CP (referred to as the Vietnam Debt Trading Charter), the authority to appoint the Chairman of the Board of Members of the Vietnam Debt Trading Company is stipulated as follows:

“1. The Chairman of the Board of Members is appointed by the Ministry of Finance. The Chairman of the Board of Members of the Vietnam Debt Trading Company cannot concurrently hold the title of General Director of the Vietnam Debt Trading Company and other enterprises.”

Accordingly, the appointment authority belongs to the Ministry of Finance according to current law provisions.

Can the Chairman of the Board of Members of the Vietnam Debt Trading Company sign resolutions and decisions of the Board of Members on behalf of the Board of Members?

The rights and responsibilities of the Chairman of the Board of Members are stipulated in Clause 2, Article 23 of the Charter of the Vietnam Debt Trading Company as follows:

(1) The Chairman of the Board of Members has the rights and obligations as prescribed in Clause 2, Article 95 of the Law on Enterprises, this Charter and the following regulations:

a) Sign resolutions and decisions of the Board of Members on behalf of the Board of Members;

b) On behalf of the Board of Members, sign to receive capital, land, natural resources and other resources invested by the owner’s representative agency or assigned to the Vietnam Debt Trading Company; Manage the Company according to resolutions and decisions of the Board of Members;

c) Organize research and develop development strategies, medium and long-term plans, and important investment projects of Vietnam Debt Trading Company; Plan to innovate the organization and key personnel of the Vietnam Debt Trading Company to submit to the Board of Members;

d) Organize the development and supervision of the implementation of Financial Regulations and Risk Control Regulations for debt and asset trading activities; Regulations on financial provision activities and loan guarantees for enterprises restructured by the Vietnam Debt Trading Company, Regulations on management of representatives of capital shares of the Vietnam Debt Trading Company in other enterprises and other internal management regulations of the Vietnam Debt Trading Company;

d) Assign tasks to members of the Board of Members in accordance with the functions, tasks, and powers of the Board of Members specified in this Charter and relevant laws;

e) Other rights and duties as prescribed by law and assigned by the Company’s representative agency.

(2) In his absence, the Chairman of the Members’ Council authorizes a member in writing to exercise the rights and duties of the Chairman of the Members’ Council.

In case there is no authorized member or the Chairman of the Board of Members cannot perform his or her rights and duties due to force majeure, the members shall propose to the Ministry of Finance to appoint one person among the remaining members to temporarily perform the rights and duties of the Chairman of the Board of Members.

(3) The Chairman of the Board of Members is responsible and accountable to the Company’s representative agency for delays or failure to sign resolutions and decisions of the Board of Members.

Based on the above regulations, it can be seen that the Chairman of the Board of Members can sign resolutions and decisions of the Board of Members on behalf of the Board of Members of the Vietnam Debt Trading Company.

What are the obligations of the Chairman and other members of the Board of Members in the Vietnam Debt Trading Company?

According to the provisions of Article 25 of the Charter of the Vietnam Debt Trading Company, the obligations of the Chairman and other members of the Board of Members are specifically listed as follows:

– Comply with the law, the Company’s Charter, and decisions of the Company’s owner in implementing assigned rights and tasks.

– Carry out assigned rights and duties honestly, carefully, and in the best way to ensure maximum legitimate interests of the Company and the State.

– Loyal to the interests of the Company and the State, do not abuse position, position and use information, know-how, business opportunities, and other assets of the Company for personal gain or to serve the interests of other organizations or individuals.

– Inform the Company promptly, fully and accurately about the enterprise in which you own or have shares or controlling capital contribution and the enterprise in which your related person owns, jointly owns or separately owns shares or controlling capital contribution. This notice is gathered and kept at the Company’s headquarters.

Members of the Board of members are not allowed to establish private enterprises, limited liability companies, or joint stock companies on their own behalf; Not allowed to hold management or executive positions in private enterprises, limited liability companies, or joint stock companies, except in the case of being appointed as a representative to directly manage capital of the Vietnam Debt Trading Company investing in joint stock companies or limited liability companies with two or more members; Must not have economic contractual relationships with private enterprises, limited liability companies, or joint stock companies in which the owner or person holding a management or executive position in that organization is a person with family relations according to the provisions of the Enterprise Law.

– A person who has a family relationship with a member of the Board of Members is not allowed to hold the position of Chief Accountant or Treasurer at the Vietnam Debt Trading Company and at branches and centers of the Vietnam Debt Trading Company.

– Members of the Board of Members must be responsible before the Minister of Finance and the law for the resolutions and decisions of the Board of Members, the results and performance of the Vietnam Debt Trading Company; In case of failure to complete assigned tasks, violation of the Company Charter, decision beyond authority, abuse of power causing damage to the Vietnam Debt Trading Company and the State, you must be responsible and compensate materially for the damage caused by you according to the provisions of law.Members of the Board of Members who have reserved opinions (disapproval of resolutions or decisions of the Board of Members) will not be responsible if any loss occurs when implementing the resolutions or decisions of the Board of Members.

– Comply with resolutions and decisions of the Board of Members.

– Take personal responsibility when performing the following acts on behalf of Vietnam Debt Trading Company:

+ Taking advantage of the Company’s name to commit illegal acts;

+ Conducting business or other transactions that do not serve the interests of the Vietnam Debt Trading Company and cause damage to other organizations and individuals;

+ Paying undue debts when financial risks may occur to the Vietnam Debt Trading Company.

– In case a member of the Board of Members discovers that another member of the Board of Members has committed a violation in exercising assigned rights and obligations, he/she is responsible for reporting in writing to the owner’s representative agency; request the violating member to stop the violation and remedy the consequences;

– Perform other obligations as prescribed by law for enterprises whose charter capital is 100% held by the State.

Thus, the position of Chairman of the Board of Members of Vietnam Debt Trading Company is appointed by the Ministry of Finance. The Chairman of the Board of Members has specific rights and responsibilities specified in the Charter of organization and operation of the Vietnam Debt Trading Company, including the right to sign resolutions and decisions of the Board of Members on behalf of the Board of Members of the Vietnam Debt Trading Company.