The General Meeting of Shareholders is the body with the right to approve internal regulations on joint stock company governance, is that correct?

Is it correct that the General Meeting of Shareholders has the right to approve internal regulations on joint stock company governance?

The General Meeting of Shareholders has the rights and obligations specified in Clause 2, Article 138 of the Law on Enterprises 2020 as follows:

Rights and obligations of the General Meeting of Shareholders

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

a) Approve the company’s development orientation;

b) 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;

c) Elect, dismiss, and dismiss members of the Board of Directors and Controllers;

d) 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, except in cases where the company charter stipulates a ratio or value others;

dd) Decide to amend and supplement the company charter;

e) Approve the annual financial report;

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

h) Consider and handle violations of members of the Board of Directors and Controllers that cause damage harmful to the company and its shareholders;

i) Decide to reorganize and dissolve the company;

k) Decide on the budget or total remuneration, bonus and other benefits for the Board of Directors and Supervisory Board;

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

m) 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;

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

According to the above regulations, the General Meeting of Shareholders has the right to approve internal governance regulations; Operational regulations of the Board of Directors and Supervisory Board.

Thus, the General Meeting of Shareholders is the body with the right to approve internal regulations on joint stock company governance.

Who are the members of the General Meeting of Shareholders of a joint stock company?

The General Meeting of Shareholders of a joint stock company includes all shareholders with voting rights as prescribed in Clause 1, Article 138 of the 2020 Enterprise Law as follows:

Rights and obligations of the General Meeting of Shareholders

1. The General Meeting of Shareholders includes all shareholders with voting rights and is the highest decision-making body of a joint stock company.

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Note: The General Meeting of Shareholders is the highest decision-making body of a joint stock company.

In what cases are shareholders considered to attend and vote at the General Meeting of Shareholders?

Shareholders are considered to attend and vote at the General Meeting of Shareholders in the cases specified in Clause 3, Article 144 of the 2020 Enterprise Law as follows:

Exercising the right to attend the General Meeting of Shareholders

1. Shareholders and authorized representatives of shareholders who are organizations may directly attend the meeting, authorize in writing one or several other individuals or organizations to attend the meeting or attend the meeting through one of the forms specified in Clause 3 of this Article.

2. Authorization for individuals and organizations to represent and attend the General Meeting of Shareholders must be made in writing. The authorization document is made according to the provisions of civil law and must clearly state the name of the authorized individual or organization and the number of authorized shares. Individuals and organizations authorized to attend the General Meeting of Shareholders must present a written authorization when registering to attend the meeting before entering the meeting room.

3. Shareholders are considered to attend and vote at the General Meeting of Shareholders in the following cases:

a) Attend and vote directly at the meeting;

b) Authorize other individuals or organizations to attend and vote at the meeting;

c) Attend and vote via online conference, electronic voting or electronic form other;

d) Sending voting ballots to the meeting via mail, fax, email;

d) Sending voting ballots by other means as prescribed in the company’s Charter.

Accordingly, shareholders are considered to attend and vote at the General Meeting of Shareholders in the following cases:

– Attend and vote directly at the meeting;

– Authorize other individuals and organizations to attend and vote at the meeting;

– Participate and vote through online conferences, electronic voting or other electronic forms;

– Send votes to the meeting via mail, fax, or email;

– Send voting ballots by other means as prescribed in the company’s Charter.