Electing the Vote-Counting Committee, Minutes Signatures and Extraordinary GSMs

On what basis does the General Meeting of Shareholders elect the vote-counting committee?

Under Article 146 of the Law on Enterprises 2020 on meeting procedures and voting at General Meetings of Shareholders:

Procedures for conducting meetings and voting at General Meetings of Shareholders

Related services

Corporate Legal Advisory

If your company needs to review governance authority, resolutions, charter documents or internal dispute risk, ANT Legal can help assess the file and suggest appropriate next steps.

Explore this service Message on Zalo Copy WeChat Send consultation request

Website information is for general reference only and does not replace legal advice for a specific matter.

Unless otherwise provided by the company charter, the procedures for conducting meetings and voting at General Meetings of Shareholders shall be as follows:

1. Before the opening of the meeting, shareholder registration for attendance at the General Meeting of Shareholders must be carried out;

2. The election of the chairperson, secretary, and vote-counting committee shall be as follows:

a) The Chairman of the Board of Directors shall act as the chairperson or authorise another member of the Board of Directors to act as the chairperson of the General Meeting of Shareholders convened by the Board of Directors; where the Chairman is absent or temporarily unable to work, the remaining members of the Board of Directors shall elect one of their number as the chairperson by majority vote; where no chairperson can be elected, the Head of the Board of Supervisors shall conduct the election of the chairperson by the General Meeting of Shareholders, and the person receiving the highest number of votes shall act as the chairperson;

b) Except as provided in point a of this clause, the person who signed the meeting convening notice shall conduct the election of the chairperson by the General Meeting of Shareholders, and the person receiving the highest number of votes shall act as the chairperson;

c) The chairperson shall appoint one or more persons as secretary of the meeting;

d) The General Meeting of Shareholders shall elect one or more persons to the vote-counting committee as proposed by the chairperson;

Accordingly, the General Meeting of Shareholders elects one or more persons to the vote-counting committee as proposed by the chairperson of the General Meeting of Shareholders.

Must the vote-counting minutes bear the signatures of all members of the vote-counting committee?

Under Clause 5, Article 149 of the Law on Enterprises 2020 on the competence and procedures for collecting shareholders’ written opinions to adopt resolutions of the General Meeting of Shareholders:

Competence and procedures for collecting shareholders’ written opinions to adopt resolutions of the General Meeting of Shareholders

…

5. The Board of Directors organises the vote counting and prepares the vote-counting minutes under the witness and supervision of the Board of Supervisors or of a shareholder not holding a company management position. The vote-counting minutes must include the following main contents:

a) Name, head office address, and enterprise code;

b) Purpose and issues on which opinions are collected to adopt resolutions;

c) Number of shareholders with the total number of voting ballots participating in the voting, distinguishing valid and invalid voting ballots and the method of sending voting ballots, accompanied by an appendix listing the shareholders participating in the voting;

d) Total number of approving, disapproving, and abstaining votes for each issue;

dd) Issues adopted and the corresponding adoption voting ratio;

e) Full names and signatures of the Chairman of the Board of Directors, the vote-counting supervisor, and the vote counters.

Members of the Board of Directors, the vote counters, and the vote-counting supervisor shall be jointly liable for the truthfulness and accuracy of the vote-counting minutes; jointly liable for damage arising from decisions adopted due to untruthful or inaccurate vote counting;

Accordingly, at present, the law does not specifically prescribe whether the vote-counting minutes must bear the signatures of all members of the vote-counting committee.

However, the vote-counting minutes must include the full names and signatures of the Chairman of the Board of Directors, the vote-counting supervisor, and the vote counters.

Note: The vote-counting minutes and resolutions must be sent to shareholders within 15 days from the end of the vote counting.

Where the company has a website, sending the vote-counting minutes and resolutions may be replaced by posting them on the company’s website.

In which cases may the Board of Directors convene an extraordinary General Meeting of Shareholders?

Under Clause 1, Article 140 of the Law on Enterprises 2020 on convening General Meetings of Shareholders:

Accordingly, the Board of Directors convenes annual and extraordinary General Meetings of Shareholders. The Board of Directors convenes extraordinary General Meetings of Shareholders in the following cases:

– The Board of Directors deems it necessary for the interests of the company;

– The number of remaining members of the Board of Directors or the Board of Supervisors is fewer than the minimum number prescribed by law;

– At the request of a shareholder or group of shareholders as prescribed in Clause 2, Article 115 of the Law on Enterprises 2020;

– At the request of the Board of Supervisors;

– Other cases as prescribed by law and the company charter.