How many people are on the Board of members of a state-owned enterprise? Does the Board have the right to organize internal audit activities?

How many people are on the Board of members of a state-owned enterprise?

The maximum number of members of the Board of Members of a state-owned enterprise is prescribed in Article 91 of the 2020 Enterprise Law as follows:

Membership Council

1. The Board of members, on behalf of the company, exercises the rights and obligations of the company in accordance with the provisions of this Law and other relevant laws.

2. The Board of members includes the Chairman and other members, numbering no more than 07 people. Members of the Board of members are appointed, dismissed, dismissed, rewarded and disciplined by the owner’s representative agency.

3. The term of office of the Chairman and other members of the Board of Members shall not exceed 05 years. Members of the Board of members may be reappointed. An individual may be appointed as a member of the Board of Members for no more than 02 terms at a company, unless he has worked for more than 15 years continuously at that company before being appointed for the first time.

According to the above regulations, the Board of members of a state-owned enterprise has a maximum of 07 people including the Chairman and other members.

The term of office of the Chairman and other members of the Board of Members shall not exceed 05 years. Members of the Board of members may be reappointed.

Does the Board of members of a state-owned enterprise have the right to organize internal audit activities?

The rights and obligations of the Board of members of a state-owned enterprise are stipulated in Clause 2, Article 92 of the Law on Enterprises 2020 as follows:

Rights and obligations of the Board of Members of the State-owned enterprise member

1. The Board of Members, on behalf of the company, exercises the rights and obligations of owners, shareholders, and members towards the company in which the company owns or owns shares and capital contributions.

2. The Board of members has the following rights and obligations:

a) Decide on contents as prescribed in the Law on Management and Use of State Capital Invested in Production and Business at Enterprises;

b) Decide on the establishment, reorganization and dissolution of branches, representative offices and dependent accounting units;

c) Decide on the company’s annual production and business plans, market development, marketing and technology policies;

d) Organize internal audit activities and decide to establish the company’s internal audit unit;

d) Other rights and obligations according to the provisions of the company charter, this Law and other relevant laws.

Accordingly, the Board of members of a state-owned enterprise has the rights and obligations specified in Clause 2, Article 92 above.

The Board of Members has the right to organize internal audit activities and decide to establish the company’s internal audit unit.

Who is the Chairman of the Board of Members of a state-owned enterprise appointed by?

The person with the right to appoint the Chairman of the Board of Members of a state-owned enterprise is specified in Article 95 of the 2020 Enterprise Law as follows:

Chairman of the Board of Members

1. The Chairman of the Board of Members is appointed by the owner’s representative agency according to the provisions of law. The Chairman of the Board of Members cannot concurrently be the Director or General Director of other companies and enterprises.

2. The Chairman of the Board of Members has the following rights and obligations:

a) Develop quarterly and annual operating plans of the Board of Members;

b) Prepare the agenda, content, and documents of the Board of Members meeting or collect opinions from the Board of Members members;

c) Convene, preside and chair a meeting of the Board of Members or organize the collection of opinions from members of the Board of Members;

d) Organize the implementation of decisions of the owner’s representative agency and resolutions of the Board of members;

d) Organize supervision, directly monitor and evaluate the results of implementing strategic goals, the company’s performance results, and the management and administration results of the company’s Director or General Director;

e) Organize the announcement and publicization of information about the company according to the provisions of law; Responsible for the completeness, timeliness, accuracy, honesty and systematicity of published information.

3. In addition to the cases specified in Article 94 of this Law, the Chairman of the Board of Members may be dismissed or dismissed if he fails to exercise the rights and obligations specified in Clause 2 of this Article.

Thus, the Chairman of the Board of Members of a state-owned enterprise is appointed by the owner’s representative agency according to the provisions of law.

Note: The Chairman of the Board of Members cannot concurrently be the Director or General Director of other companies and enterprises.