How long must information about candidates for the Board of Directors of public companies be announced before the opening of the General Meeting of Shareholders?

How long must information of candidates for the Board of Directors of public companies be announced before the opening of the General Meeting of Shareholders?

Information of candidates for the Board of Directors of public companies must be specified in clause 4 Article 41 of the 2019 Securities Law is as follows:

Corporate governance content applicable to public companies

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4. The nomination and candidacy of members of the Board of Directors must comply with the provisions of the Enterprise Law, relevant laws and the following regulations:

a) In case a candidate for the Board of Directors has been identified, the public company must disclose information related to the candidates at least 10 days before the opening date of the General Meeting of Shareholders on the company’s website so that shareholders can learn about these candidates in advance. when voting;

b) In case the number of candidates for the Board of Directors through nomination and candidacy is still not enough as required by the provisions of the Enterprise Law, the incumbent Board of Directors may introduce additional candidates or organize nominations according to the provisions of the Company’s Charter and Internal Regulations on corporate governance.

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Thus, according to regulations, once the candidates for the Board of Directors have been identified, the public company must disclose information related to the candidates at least 10 days before the opening date of the General Meeting of Shareholders on the company’s website so that shareholders can learn about these candidates before voting.

How many times must the Board of Directors of a public company hold meetings in a quarter?

The Board of Directors of a public company is stipulated in Clause 3, Article 41 of the 2019 Securities Law as follows:

Content of corporate governance applicable to public companies

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3. The composition, structure, responsibilities and obligations of the Board of Directors ensure compliance with the following regulations:

a) The structure of the Board of Directors of a public company ensures a balance between executive and non-executive members of the Board of Directors, and the number of independent members of the Board of Directors to ensure the independence of the Board of Directors;

b) The Board of Directors must be responsible to shareholders for the company’s activities; ensure the company’s operations comply with the law, the company’s Charter and the company’s internal regulations; Develop internal regulations on corporate governance and submit them to the General Meeting of Shareholders for approval; appoint a person in charge of corporate governance and have other responsibilities and obligations according to the provisions of law and the company’s charter;

c) The Board of Directors must hold a meeting at least once every quarter according to the order and procedures specified in the Company Charter and Internal Regulations on corporate governance. The organization of Board of Directors meetings, meeting agendas and related documents are notified in advance to members of the Board of Directors according to the time limit prescribed by law and the company’s Charter.

Thus, according to regulations, the Board of Directors of a public company must hold a meeting at least once every quarter according to the order and procedures specified in the Company Charter and Internal Regulations on corporate governance.

Are members of the Board of Directors of a public company required to report to the Board of Directors on remunerations received from subsidiaries?

Responsibilities of members of the Board of Directors are specified in Clause 5, Article 41 of the 2019 Securities Law as follows:

Corporate governance content applies to public companies

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5. Members of the Board of Directors have the following rights and responsibilities:

a) Be provided with information and documents about the financial situation and business activities of the company and units within the company;

b) Perform your duties honestly and carefully for the best interests of shareholders and the company;

c) Attend all meetings of the Board of Directors and give opinions on discussed issues;

d) Report promptly and fully to the Board of Directors on remunerations received from subsidiaries, affiliated companies and other organizations;

d) Report and disclose information when conducting transactions in the company’s shares according to the provisions of law;

e) Other rights and responsibilities according to the provisions of law and the company’s Charter.

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Thus, according to regulations, members of the Board of Directors of public companies must promptly and fully report to the Board of Directors on remunerations received from subsidiaries, affiliated companies and other organizations.