Who has the right to appoint directors of joint stock companies? Who signed the decision to appoint a director?

According to the provisions of Article 162 of the Law on Enterprises 2020 on directors and general directors of companies as follows:

Director, General Director of the company
1. The Board of Directors appoints a member of the Board of Directors or hires another person as Director or General Director.
2. The Director or General Director is the person who runs the company’s daily business; subject to the supervision of the Board of Directors; Be responsible before the Board of Directors and before the law for the implementation of assigned rights and obligations.
The term of office of the Director or General Director shall not exceed 05 years and may be reappointed for an unlimited number of terms.
….

On the other hand, according to Point i, Clause 2, Article 153 of the Law on Enterprises 2020, regulations on the Board of Directors are as follows:

Board of Directors….

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

a) Decide on the company’s strategy, medium-term development plan and annual business plan;…..

i) 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;….

Through the above regulations, the Board of Directors is the competent authority to appoint directors of joint stock companies. Directors in joint stock companies are elected from among the members of the Board of Directors.

In addition, the Board of Directors can hire another person to be a Director through signing a contract. The decision to appoint a director will be signed by the Board of Directors.

Who has the right to sign the decision to appoint a deputy director in a joint stock company?

According to the provisions of Point dd, Clause 3, Article 162 of the Law on Enterprises 2020 regarding the Director and General Director of the company as follows:

Director, General Director of the company
….
3. The Director or General Director has the following rights and obligations:
….
dd) Appoint, dismiss, dismiss management positions in the company, except for positions under the authority of the Board of Directors;
In addition, based on Point i, Clause 2, Article 153 of the Law on Enterprises 2020, there are provisions as follows:

Board of Directors
….

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

….
i) 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 people;
….

Through the above regulations, the appointment of a deputy director in a joint stock company will be made by the Director or General Director of the company, unless the deputy director is another important manager as prescribed by the company’s Charter. Therefore, in this case, the decision to appoint a deputy director in a joint stock company is signed by the Director or General Director.

What types of shares does a joint stock company have?

Pursuant to Article 114 of the Law on Enterprises 2020, currently in joint stock companies there are the following types of shares:

[1] Common shares: The owner of common shares is a common shareholder.

[2] Preference shares: Owners of preference shares are called preference shareholders including:

– Dividend preference shares.

– Redeemable preference shares.

– Voting preference shares.

– Other preferred shares as prescribed in the company charter and securities laws.

*Note:

– Persons with the right to buy dividend preference shares, redeemable preference shares and other preference shares as prescribed by the company charter or decided by the General Meeting of Shareholders.

– Each share of the same type gives the owner of that share equal rights, obligations and benefits.

– Common shares cannot be converted into preferred shares. Preferred shares can be converted into common shares according to the resolution of the General Meeting of Shareholders.

– Common shares used as the underlying asset to issue depository certificates without voting rights are called underlying common shares. Non-voting depositary certificates have economic benefits and obligations corresponding to the underlying common shares, excluding voting rights.