Is the election of the new Chairman of the Board of Directors approved by the General Meeting of Shareholders? no?

1. Does the election of the new Chairman of the Board of Directors have to be approved by the General Meeting of Shareholders?

(1) Pursuant to Clause 2, Article 153 of the Law on Enterprises 2020, it is stipulated as follows:

– The Board of Directors has the following rights and obligations:

+ Decide on the company’s strategy, medium-term development plan and annual business plan;

+ Recommend the type of shares and the total number of shares authorized to be offered for each individual type;

+ Decide to sell unsold shares within the number of shares authorized to be offered for each type; decide to mobilize additional capital in other forms;

+ Decide on the selling price of the company’s shares and bonds;

+ Decide to repurchase shares according to the provisions of Clauses 1 and 2, Article 133 of this Law;

+ Decide on investment plans and investment projects within the authority and limits prescribed by law law;

+ Decide on solutions for market development, marketing and technology;

+ Approve contracts to buy, sell, borrow, lend and other contracts and transactions with a value of 35% or more of the total asset value recorded in the company’s most recent financial report, unless the company’s charter stipulates a different ratio or value and the contracts and transactions fall under the decision-making authority of the company. The General Meeting of Shareholders according to the provisions of Point d, Clause 2, Article 138, Clauses 1 and Clause 3, Article 167 of this Law;

+ Elect, dismiss, dismiss the Chairman of the Board of Directors; appoint, dismiss, sign contracts, terminate contracts with the Director or General Director and other important managers as prescribed by the company’s Charter; decide on salaries, remunerations, bonuses and other benefits of those managers; appoint authorized representatives to participate in the Board of Members or General Meeting of Shareholders in other companies, decide on the remuneration and other benefits of those people;

+ Supervise and direct the Director or General Director and other managers in running the company’s daily business;

+ Decide on the organizational structure, internal management regulations of the company, decide on the establishment of subsidiaries, branches, representative offices and capital contributions and share purchases of other enterprises;

+ Approve the agenda and content of documents for the General Meeting of Shareholders, convene a General Meeting of Shareholders or collect opinions for the General Meeting of Shareholders to approve the resolution Resolve;

+ Submit annual financial reports to the General Meeting of Shareholders;

+ Propose the amount of dividends to be paid; decide on the time limit and procedures for paying dividends or handling losses arising during the business process;

+ Proposing the reorganization or dissolution of the company; request bankruptcy of the company;

+ Other rights and obligations according to the provisions of this Law and the company’s Charter.

(2) Pursuant to Clause 1, Article 156 of the Law on Enterprises 2020, the Chairman of the Board of Directors is stipulated as follows:

“1. The Chairman of the Board of Directors is elected, dismissed, and dismissed by the Board of Directors from among the members of the Board of Directors.”

Thus, the Chairman of the Board of Directors will be elected by the Board of Directors and has nothing to do with the General Meeting of Shareholders. Therefore, if deemed necessary, the Board of Directors will elect a person to hold the position of Chairman of the Board of Directors without the consent of the General Meeting of Shareholders.

(3) Pursuant to Clause 2, Article 138 of the Law on Enterprises 2020, it is stipulated:

– The General Meeting of Shareholders has the following rights and obligations:

+ Approve the development orientation of the company;

+ Decide on the types of shares and the total number of shares of each type that can be offered for sale; Decide on the annual dividend level of each type of share;

+ Elect, dismiss, and dismiss members of the Board of Directors and Controllers;

+ Decide to invest or sell assets with a value of 35% or more of the total asset value recorded in the company’s most recent financial report, unless the company charter stipulates a ratio or value other;

+ Decision to amend and supplement the company charter;

+ Approve the annual financial report;

+ Decide to repurchase more than 10% of the total number of shares sold of each type;

+ Consider and handle violations of members of the Board of Directors and Controllers that cause damage to the company and company shareholders;

+ Decision to reorganize and dissolve the company;

+ Decide on the budget or total remuneration, bonuses and other benefits for the Board of Directors and Supervisory Board;

+ Approve internal governance regulations; operating regulations of the Board of Directors and Supervisory Board;

+ Approve the list of independent audit companies; decide on an independent auditing company to inspect the company’s operations, dismiss the independent auditor when deemed necessary;

+ Other rights and obligations according to the provisions of this Law and the company’s Charter.

Therefore, there will be two cases:

– (1)If the member who will assume the position of Chairman of the Board of Directors is currently a member of the Board of Directors, the Board of Directors can elect him without the consent of the General Meeting of Shareholders.

– (2)If that person is not yet a member of the Board of Directors, the first step must be approved by the General Meeting of Shareholders. After that, members of the Board of Directors will meet and elect a person to hold the position of Chairman of the Board of Directors.

3. Can an individual elected as an independent member of the Board of Directors of a company serve 3 consecutive terms?

Pursuant to Clause 2, Article 154 of the Law on Enterprises 2020, it is stipulated as follows:

“2. The term of office of a member of the Board of Directors shall not exceed 05 years and may be re-elected for an unlimited number of terms. An individual may only be elected as an independent member of the Board of Directors of a company for no more than 02 consecutive terms.”

Thus, if elected as an independent member of the Board of Directors in a joint stock company, the term cannot exceed 02 consecutive terms.

4. In case there is a request from 02 members of the Board of Directors, who has the right to convene a meeting of the Board of Directors?

Pursuant to Clause 3, Article 157 of the Law on Enterprises 2020, it is stipulated as follows:

– The Chairman of the Board of Directors convenes a meeting of the Board of Directors in the following cases:

+ There is a request from the Supervisory Board or an independent member of the Board of Directors;

+ There is a request from the Director or General Director or at least 05 other managers;

+ There is a request from at least 02 members of the Board of Directors;

+ Other cases prescribed by the company charter.

Thus, in case there is a request from 02 members of the Board of Directors, the Chairman of the Board of Directors will have the right to convene a meeting of the Board of Directors.