How May a Company Respond to Shareholder Questions at the General Meeting?

In what forms may the company respond to questions raised by shareholders at the General Meeting of Shareholders?

Legal basis: Clause 1, Article 115 of the Law on Enterprises 2020 on the rights of ordinary shareholders:

Rights of ordinary shareholders

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1. Ordinary shareholders have the following rights:

a) To attend and speak at meetings of the General Meeting of Shareholders and exercise voting rights directly or through authorized representatives or by other means as prescribed by the company’s charter or law. Each ordinary share carries one vote;

b) To receive dividends at the rate decided by the General Meeting of Shareholders;

c) To be given priority in purchasing new shares in proportion to each shareholder’s holding of ordinary shares in the company;

d) To freely transfer their shares to others, except in the cases prescribed in Clause 3, Article 120 and Clause 1, Article 127 of this Law and other relevant laws;

dd) To examine, look up and extract information on names and contact addresses in the list of voting shareholders; to request correction of their own inaccurate information;

e) To examine, look up, extract or copy the company charter, minutes of meetings of the General Meeting of Shareholders and resolutions of the General Meeting of Shareholders;

g) Upon dissolution or bankruptcy of the company, to receive a portion of the remaining assets in proportion to their shareholding in the company.

It can thus be seen that, at a meeting of the General Meeting of Shareholders, shareholders have the right to directly discuss and question members of the Board of Directors and the Board of Supervisors. Although current law does not specifically prescribe the forms in which the company may respond to questions raised by shareholders at a General Meeting of Shareholders, in practice, when organizing a General Meeting of Shareholders, questions raised by shareholders should be answered right at the meeting. If a question cannot be answered immediately, the company should provide a written reply right after the General Meeting of Shareholders.

When building the agenda for the General Meeting of Shareholders, must the convener allocate sufficient time for shareholders to speak?

Legal basis: Clause 5, Article 140 of the Law on Enterprises 2020 on convening meetings of the General Meeting of Shareholders:

Convening meetings of the General Meeting of Shareholders

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5. The convener of a meeting of the General Meeting of Shareholders must perform the following tasks:

a) Prepare the list of shareholders entitled to attend the meeting;

b) Provide information and resolve complaints related to the list of shareholders;

c) Prepare the program and contents of the meeting;

d) Prepare documents for the meeting;

dd) Draft resolutions of the General Meeting of Shareholders based on the expected contents of the meeting; the list and detailed information of candidates in case of election of members of the Board of Directors and Supervisors;

e) Determine the time and venue of the meeting;

g) Send meeting invitations to each shareholder entitled to attend as prescribed by this Law;

h) Other tasks serving the meeting.

6. Expenses for convening and conducting meetings of the General Meeting of Shareholders under Clauses 2, 3 and 4 of this Article shall be reimbursed by the company.

Accordingly, the convener of a General Meeting of Shareholders is responsible for building the meeting agenda. Therefore, when building the agenda, the convener should allocate sufficient time for shareholders to speak, discuss and raise questions, and sufficient time for the relevant persons (the Board of Directors, the Board of Supervisors, management, the independent auditor, etc.) to answer and provide information to shareholders — safeguarding the shareholders’ rights.

Is the company’s annual business plan a matter to be discussed by the annual General Meeting of Shareholders?

Legal basis: Clause 3, Article 139 of the Law on Enterprises 2020 on meetings of the General Meeting of Shareholders:

Meetings of the General Meeting of Shareholders

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3. The annual General Meeting of Shareholders shall discuss and approve the following matters:

a) The company’s annual business plan;

b) The annual financial statements;

c) The report of the Board of Directors on governance and the performance of the Board of Directors and each of its members;

d) The report of the Board of Supervisors on the company’s business results, the performance of the Board of Directors, the Director or General Director;

dd) The self-assessment report on the performance of the Board of Supervisors and the Supervisors;

e) The dividend rate for each share of each class;

g) Other matters within its authority.

Thus, the company’s annual business plan is one of the matters discussed and approved by the annual General Meeting of Shareholders.