What are the responsibilities of the Controller in a Joint Stock Company? In what cases should the Controller be dismissed or dismissed?

What are the salaries, remunerations, bonuses and other benefits of Controllers in a Joint Stock Company?

In Article 172 of the Law on Enterprises 2020, salaries, remunerations, bonuses and other benefits of Controllers in Joint Stock Companies are specifically regulated as follows:

In case the company charter does not have other provisions, the salary, remuneration, bonus and other benefits of the Controller are implemented according to the following regulations:

– Controllers are paid salaries, remunerations, bonuses and other benefits according to the decision of the General Meeting of Shareholders. The General Meeting of Shareholders decides on the total salary, remuneration, bonus, other benefits and annual operating budget of the Supervisory Board;

– Controllers are paid for meals, accommodation, travel, and the cost of using independent consulting services at reasonable rates. This total remuneration and expense does not exceed the total annual operating budget of the Supervisory Board approved by the General Meeting of Shareholders, unless the General Meeting of Shareholders decides otherwise;

– Salaries and operating expenses of the Supervisory Board are included in the company’s business expenses according to the provisions of law on corporate income tax and other relevant laws and must be made into a separate section in the company’s annual financial report.

What are the responsibilities of the Controller in a Joint Stock Company?

Pursuant to Article 173 of the Law on Enterprises 2020, the responsibilities of Controllers in Joint Stock Companies are stipulated as follows:

“Article 173. Responsibilities of Controllers

1. Comply with the law, the Company Charter, resolutions of the General Meeting of Shareholders and professional ethics in exercising assigned rights and obligations.

2. Exercise assigned rights and obligations honestly, carefully, and in the best way to ensure the company’s maximum legitimate interests.

3. Loyal to the interests of the company and shareholders; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals.

4. Other obligations according to the provisions of this Law and the Company’s Charter.

5. In case of violation of the provisions of Clauses 1, 2, 3 and 4 of this Article that causes damage to the company or other people, the Controller must be personally or jointly responsible for compensating for that damage. Income and other benefits that the Controller receives due to violations must be returned to the company.

6. In case a Controller is discovered to have committed a violation in exercising assigned rights and obligations, he/she must notify the Supervisory Board in writing; request the violator to stop the violation and remedy the consequences.”

Accordingly, the Controller in a Joint Stock Company is responsible for:

– Comply with the law, the Company Charter, resolutions of the General Meeting of Shareholders and professional ethics in exercising assigned rights and obligations.

– Carry out assigned rights and obligations honestly, carefully, and in the best way to ensure the company’s maximum legitimate interests.

– Loyal to the interests of the company and shareholders; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals.

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

In what cases can a Controller be dismissed or dismissed in a Joint Stock Company?

According to Article 174 of the 2020 Enterprise Law, cases of dismissal and dismissal of Controllers in a Joint Stock Company are regulated as follows:

(1) The General Meeting of Shareholders dismisses the Controller in the following cases:

– No longer meets the standards and conditions to be a Controller as prescribed in Article 169 of this Law;

– There is a resignation letter and it is accepted;

– Other cases prescribed by the company’s charter.

(2) The General Meeting of Shareholders dismisses the Controller in the following cases:

– Failure to complete assigned tasks and work;

– Failure to exercise your rights and obligations for 6 consecutive months, except in cases of force majeure;

– Repeated violations and serious violations of the obligations of the Controller according to the provisions of this Law and the Company’s Charter;

– Other cases according to the resolution of the General Meeting of Shareholders.

Thus, above are the regulations on salaries, remunerations, bonuses and other benefits of Controllers; Responsibilities of Controllers and cases in which Controllers can be dismissed or dismissed in a Joint Stock Company.