Who is responsible for preparing the list and detailed information of candidates when electing members of the Board of Directors?

Are election ballots for members of the board of directors of joint stock companies required to be stamped? Who is responsible for preparing the list and detailed information of candidates when electing members of the Board of Directors?

1. Who has the authority to elect members of the Board of Directors?

Pursuant to Article 138 of the Law on Enterprises 2020, the rights and obligations of the General Meeting of Shareholders:

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.

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, 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, unless 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) Decision to reorganize and dissolve the company;

Thus, the election of members of the Board of Directors falls under the authority of the General Meeting of Shareholders.

2. Who is responsible for preparing the list and detailed information of candidates when electing members of the Board of Directors?

Pursuant to Clause 5, Article 140 of the Law on Enterprises 2020, convening a meeting of the General Meeting of Shareholders:

Convening a meeting of the General Meeting of Shareholders

…

4. In case the Supervisory Board does not convene a meeting of the General Meeting of Shareholders as prescribed in Clause 3 of this Article, the shareholder or group of shareholders as prescribed in Clause 2, Article 115 of this Law has the right to represent the company to convene a meeting of the General Meeting of Shareholders in accordance with the provisions of this Law.

5. The person convening the General Meeting of Shareholders must perform the following tasks:

a) Prepare a list of shareholders with the right to attend the meeting;

b) Provide information and resolve complaints related to the list of shareholders;

c) Prepare the agenda and content of the meeting;

d) Prepare documents for the meeting meeting;

d) Draft resolution of the General Meeting of Shareholders according to the expected content of the meeting; list and detailed information of candidates in case of election of members of the Board of Directors and Supervisors;

e) Determine the time and location of the meeting;

g) Send a meeting invitation to each shareholder with the right to attend the meeting according to the provisions of this Law;

h) Other work serving the meeting meeting.

6. The cost of convening and conducting the General Meeting of Shareholders as prescribed in Clauses 2, 3 and 4 of this Article will be reimbursed by the company.

Thus, the convener of the General Meeting of Shareholders is responsible for preparing a list and detailed information of candidates when electing members of the Board of Directors.

3. Are ballots for election of members of the board of directors of joint stock companies required to be stamped in duplicate?

Currently, the 2020 Enterprise Law does not require whether ballots for election of members of the board of directors of joint stock companies are required to be stamped in duplicate or not.

However, to facilitate the control of ballots for election of members of the board of directors of joint stock companies In addition, the company may stipulate that the election ballot must have the company’s stamp and seal in the Charter or internal regulations of the company.

In addition, the election ballot for board members may show the following main contents:

– Registration number/code of the shareholder;

– Full name of the shareholder or full name of the person authorized to attend the meeting (if any);

– Number of shares held by that shareholder or authorized person to attend the meeting;

– Candidate name;

– Number of votes for (each) candidate.

Note: According to the provisions of Article 154 of the Law on Enterprises 2020 on the term and number of members of the Board of Directors of a joint stock company:

– The Board of Directors has from 03 to 11 members. The company charter specifically stipulates the number of members of the Board of Directors.

– The term of office 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 may only be elected as an independent member of the Board of Directors of a company for no more than 02 consecutive terms.

– In case of all When both members of the Board of Directors finish their terms, those members will continue to be members of the Board of Directors until a new member is elected to replace them and take over the work, unless otherwise stipulated in the Company’s Charter.

– The Company’s Charter specifies the number, rights, obligations, methods of organization and coordination of activities of independent members of the Board of Directors.