Does the meeting of the Audit Committee of a joint stock company that is a public company have to be notified in advance?

Pursuant to Article 5, Appendix V issued with Circular 116/2020/TT-BTC stipulates:

Audit Committee meeting

1. The audit committee must meet at least twice a year. Meeting minutes are detailed and clear and must be fully kept. The person taking the minutes and the members of the Audit Committee attending the meeting must sign the meeting minutes.

2. The Audit Committee passes decisions by voting at meetings, soliciting opinions in writing or in other forms prescribed by the [Company Charter or Regulations on Audit Committee operations]. Each member of the Audit Committee has one vote. Except in cases where [the Company’s Charter or the Audit Committee’s Operating Regulations] stipulate a higher ratio, the decision of the Audit Committee will be passed if it is approved by a majority of the members attending the meeting; In case the number of votes is equal, the final decision belongs to the side with the opinion of the Chairman of the Audit Committee

According to the regulations on Audit Committee Meetings, there is no mention of the notice period before the meeting.

Therefore, this issue must be based on the company’s charter. If the Charter also remains unchanged, it can be understood that there is no regulation on the notice period for meetings of the Audit Committee.

How many members must the Audit Committee of a joint stock company that is a public company have?

The minimum number of members of the Audit Committee of a joint stock company that is a public company is specified in Article 4 Appendix V issued with Circular 116/2020/TT-BTC as follows:

Composition of the Audit Committee

1. The Audit Committee has [… members] (2 or more members). The Chairman of the Audit Committee must be an independent member of the Board of Directors. The other members of the Audit Committee must be non-executive members of the Board of Directors.

2. Members of the Audit Committee must have knowledge of accounting and auditing, have a general understanding of the law and operations of the Company and not fall into the following cases:

a) Work in the accounting and finance department of the Company;

b) Be a member or employee of an auditing organization approved to audit the Company’s financial statements for the 03 immediately preceding years that.

3. The Chairman of the Audit Committee must have a university degree or higher in one of the following majors: economics, finance, accounting, auditing, law, or business administration, unless [the company charter stipulates other higher standards].

4. The appointment of the Chairman of the Audit Committee and other members of the Audit Committee must be approved by the Board of Directors at a meeting of the Board of Directors.

5. Salaries and operating expenses of the Audit Committee and members of the Audit Committee are according to the decision of the General Meeting of Shareholders and must be reported at the Annual General Meeting of Shareholders and announced in the Company’s Annual Report.

Accordingly, the Audit Committee of a joint stock company that is a public company must have at least 02 members. The Chairman of the Audit Committee must be an independent member of the Board of Directors. The other members of the Audit Committee must be non-executive members of the Board of Directors.

What rights and obligations does the Audit Committee of a joint stock company as a public company have?

The Audit Committee of a joint stock company as a public company has the rights and obligations specified in Article 3, Appendix V issued with Circular 116/2020/TT-BTC as follows:

– Monitor the integrity of the Company’s financial reports and official announcements related to the Company’s financial results;

– Review the internal control and risk management system;

– Review transactions with related persons under the approval authority of the Board of Directors or the General Meeting of Shareholders and make recommendations on transactions that require approval from the Board of Directors or the General Meeting of Shareholders;

– Supervise the Company’s internal audit department;

– Recommend the independent auditing company, remuneration levels and related terms in the contract with the auditing company for the Board of Directors to approve before submitting to the Annual General Meeting of Shareholders for approval;

– Monitor and evaluate the independence and objectivity of the audit firm and the effectiveness of the audit process, especially in cases where the Company uses non-audit services of the auditor;

– Supervise to ensure the Company complies with the law, requirements of management agencies and other internal regulations of the Company;

– Have the right to access documents related to the Company’s operations, exchange with other members of the Board of Directors, Director (General Director), Chief Accountant and other managers to collect information to serve the activities of the Audit Committee;

– Have the right to request representatives of approved audit organizations to attend and answer issues related to audited financial statements at meetings of the Audit Committee;

– Use legal, accounting or other outside consulting services when necessary;

– Develop and submit to the Board of Directors policies to detect and manage risks, propose to the Board of Directors solutions to handle risks arising in the Company’s operations;

– Prepare a written report and send it to the Board of Directors when discovering that members of the Board of Directors, Director (General Director) and other managers do not fully carry out their responsibilities as prescribed in the Enterprise Law and the Company’s Charter;

– Develop operating regulations of the Audit Committee and submit to the Board of Directors for approval;

– Other rights and obligations according to [Company Charter].