Who has the right to be exempted? Appoint or dismiss the Chairman of the Board of Directors in a Joint Stock Company? What are the rights and obligations of the Chairman of the Board of Directors in a Joint Stock Company?

Who is the Chairman of the Board of Directors?

Pursuant to Article 156 of the Law on Enterprises 2020 stipulating the Chairman of the Board of Directors as follows:

“Article 156. Chairman of the Board of Directors

1. The Chairman of the Board of Directors is elected, dismissed, and dismissed by the Board of Directors from among the members of the Board of Directors.

2. The Chairman of the Board of Directors of public companies and joint stock companies specified in Point b, Clause 1, Article 88 of this Law may not concurrently be the Director or General Director.

Accordingly, the Chairman of the Board of Directors is elected, dismissed, and dismissed by the Board of Directors among the members of the Board of Directors.

What are the rights and obligations of the Chairman of the Board of Directors in a Joint Stock Company?

According to Clauses 3 and 4, Article 156 of the Law on Enterprises 2020, the rights and obligations of the Chairman of the Board of Directors are specified as follows:

– The Chairman of the Board of Directors has the following rights and obligations:

+ Prepare programs and operational plans for the Board of Directors;

+ Prepare agenda, content, and documents for meetings; convene, chair and chair meetings of the Board of Directors;

+ Organize the adoption of resolutions and decisions of the Board of Directors;

+ Supervise the process of organizing and implementing resolutions and decisions of the Board of Directors;

+ Chair the General Meeting of Shareholders;

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

– In case the Chairman of the Board of Directors is absent or unable to perform his duties, he must authorize in writing another member to exercise the rights and obligations of the Chairman of the Board of Directors according to the principles stipulated in the company’s Charter. In case there is no authorized person or the Chairman of the Board of Directors dies, is missing, is detained, is serving a prison sentence, is serving administrative measures at a mandatory drug treatment facility, compulsory education facility, escapes from the place of residence, has limited or lost civil act capacity, has difficulty in cognition, controlling behavior, is banned by the Court from holding certain positions, practicing certain professions or doing certain jobs, the remaining members shall elect one person from among the members. hold the position of Chairman of the Board of Directors according to the principle that the majority of the remaining members agree until there is a new decision of the Board of Directors.

Who has the right to dismiss or dismiss the Chairman of the Board of Directors in a Joint Stock Company?

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

– 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.

– 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 operating the company’s daily business;

+ Decide on the company’s organizational structure, internal management regulations, decide on the establishment of subsidiaries, branches, representative offices and capital contribution and share purchase 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.

– 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.

– 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.

Accordingly, the Board of Directors is the body with the right to elect, dismiss, and dismiss the Chairman of the Board of Directors of a Joint Stock Company. This dismissal or dismissal requires a meeting and passing a resolution or decision by voting at the meeting, soliciting written opinions or other forms prescribed by the company’s Charter. Each member of the Board of Directors has one vote.