Regulations on Associations board of directors in a Joint Stock Company? Organizational structure, term and number of members of the Board of Directors in a Joint Stock Company?

Regulations on the Board of Directors in Joint Stock Companies?

Pursuant to Article 153 of the Law on Enterprises 2020, the regulations on the Board of Directors in Joint Stock Companies are as follows:

1. The Board of Directors is the company’s management agency, with full authority on behalf of the company to make decisions and exercise the rights and obligations of the company, except for the rights and obligations under the authority of the General Meeting of Shareholders.

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

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

– Propose types of shares and total number of shares authorized to be offered for sale of each 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 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;

– 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, except in cases where the Company’s Charter stipulates a different ratio or value and the contract or transaction falls under the decision-making authority of the General Meeting of Shareholders as prescribed in Point d, Clause 2, Article 138, Clauses 1 and 3, Article 167 of this Law;

– Election, dismissal, dismissal of 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, and decide on the remuneration and other benefits of those persons;

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

– Decide on the company’s organizational structure, internal management regulations, 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 pass a resolution;

– 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 and dissolution of the company; request company bankruptcy;

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

3. The Board of Directors passes resolutions and decisions by voting at meetings, soliciting opinions in writing or in other forms prescribed by the company’s charter. Each member of the Board of Directors has one vote.

4. In case a resolution or decision passed by the Board of Directors is contrary to the provisions of law, resolutions of the General Meeting of Shareholders, or the Company’s Charter, causing damage to the company, the members who approve the resolution or decision must jointly bear personal responsibility for that resolution or decision and must compensate the company for damage; Members who oppose the adoption of the above resolutions and decisions are exempted from liability. In this case, the company’s shareholders have the right to request the Court to suspend the implementation or cancel the above resolutions and decisions.

What is the term and number of members of the Board of Directors in a Joint Stock Company?

The term and number of members of the Board of Directors in a Joint Stock Company are regulated in Article 154 of the Law on Enterprises 2020, specifically:

“Article 154. Term and number of members of the Board of Directors

1. The Board of Directors has from 03 to 11 members. The company charter specifies the number of members of the Board of Directors.

2. The term of office of members of the Board of Directors does not exceed 05 years and can be re-elected for an unlimited number of terms. limited. Individuals can only be elected as independent members of the Board of Directors of a company for no more than 02 consecutive terms.

3. In case all members of the Board of Directors expire at the same time, those members continue to be members of the Board of Directors until a new member is elected to replace and take over the work, unless otherwise stipulated in the Company’s Charter.

4. The company charter specifies the number, rights, obligations, organization and coordination of activities of independent members of the Board of Directors.”

Accordingly, the Board of Directors has from 03 to 11 members. The term 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 can only be elected as an independent member of the Board of Directors of a company for no more than 02 consecutive terms.

Organizational structure, standards and conditions for being a member of the Board of Directors in a Joint Stock Company?

The organizational structure, standards and conditions for being a member of the Board of Directors in a Joint Stock Company are stipulated in Article 155 of the Law on Enterprises 2020, specifically as follows:

1. Members of the Board of Directors must have the following standards and conditions:

– Not subject to the provisions of Clause 2, Article 17 of this Law;

– Have professional qualifications and experience in business administration or in the company’s field, industry or business and do not necessarily have to be a shareholder of the company, unless otherwise stipulated in the company’s Charter;

– Members of the Board of Directors of the company can is also a member of the Board of Directors of another company;

– For state-owned enterprises as prescribed in Point b, Clause 1, Article 88 of this Law and subsidiaries of state-owned enterprises as prescribed in Clause 1, Article 88 of this Law, members of the Board of Directors cannot be family members of the Director, General Director and other managers of the company; of the manager, the person with authority to appoint the parent company’s manager.

2. Unless otherwise prescribed by securities laws, independent members of the Board of Directors as prescribed in Point b, Clause 1, Article 137 of this Law must have the following standards and conditions:

– Not a person working for the company, its parent company or its subsidiaries; not be a person who has worked for the company, parent company or subsidiary of the company for at least 3 consecutive years;

– Not a person receiving salary or remuneration from the company, except for the allowances that members of the Board of Directors are entitled to according to regulations;

– Not a person whose spouse, biological father, adoptive father, biological mother, adoptive mother, biological child, adopted child, biological brother, biological sister, or younger sibling is a major shareholder of the company; is a manager of the company or a subsidiary of the company;

– Not a person who directly or indirectly owns at least 01% of the company’s total voting shares;

– Must not be a person who has served as a member of the Board of Directors or Supervisory Board of the company for at least the previous 5 consecutive years, except for cases of consecutive appointment for 02 terms.

3. Independent members of the Board of Directors must notify the Board of Directors that they no longer meet the standards and conditions specified in Clause 2 of this Article and of course no longer be independent members of the Board of Directors from the date they do not fully meet the standards and conditions. The Board of Directors must notify the case of an independent member of the Board of Directors that no longer meets the standards and conditions at the nearest General Meeting of Shareholders or convene a meeting of the General Meeting of Shareholders to elect additional or replace independent members of the Board of Directors within 06 months from the date of receiving the notice from the relevant independent member of the Board of Directors.