Membership Council In state-owned enterprises, it is the company’s highest decision-making body. So how are the rights and obligations of this agency expressed? How are the working regime, conditions and procedures for conducting meetings of the Board of Members carried out? This article shares in detail the regulations surrounding the Board of members in state-owned enterprises according to the provisions of the Law on Enterprises 2020.  

CSPL: Clause 11 Article 4, 80, 91, 92, 98 Law on Enterprises 2020

1. State-owned enterprises

– State-owned enterprises include enterprises in which the State holds more than 50% of charter capital, the total number of shares with voting rights.

– State-owned enterprises are organized and managed in the form of limited liability companies, joint stock companies, including:

• Enterprises in which 100% of charter capital is held by the State charter:

+ A one-member limited liability company with 100% charter capital held by the State is the parent company of a state-owned economic group, a parent company of a state-owned corporation, a parent company in a group of parent companies – subsidiaries;

+ A single-member limited liability company is an independent company with 100% charter capital held by the State charter capital.

• Enterprises in which the State holds more than 50% of the charter capital or the total number of shares with voting rights, except for enterprises in which the State holds 100% of the charter capital:

+ Limited liability companies with two or more members, joint stock companies in which the State holds more than 50% of the charter capital, the total number of shares with voting rights is the parent company of the economic group, parent company of a state-owned corporation, parent company in a group of parent companies – subsidiaries;

+ Limited liability company with two or more members, joint stock company is an independent company in which the State holds more than 50% of charter capital, the total number of shares has voting rights.

2. Board of members in state-owned enterprises

– The Board of members includes the Chairman and other members, numbering no more than 07 people. Members of the Board of Members are appointed, dismissed, dismissed, rewarded, disciplined by the owner’s representative agency.

– The term of office of the Chairman and other members of the Board of Members shall not exceed 05 years. Members of the Board of members may be reappointed. An individual may be appointed as a member of the Board of Members for no more than 02 terms at a company, unless he or she has worked for more than 15 years continuously at that company before being appointed for the first time.

– Rights and obligations of the Board of Members

+ The Board of Members, on behalf of the company, exercises the rights and obligations of owners, shareholders, and members to the company by the company to be the owner or owner of shares or capital contributions.

+ The Board of members has the following rights and obligations:

• Decide on contents as prescribed in the Law on Management and Use of State Capital Invested in Production and Business at Enterprises;
• Decide to establish, reorganize, and dissolve branches, representative offices, and accounting units dependent audit;
• Decide on the company’s annual production and business plans, market development policies, marketing and technology;
• Organize internal audit activities and decide to establish the company’s internal audit unit;
• Other rights and obligations according to the provisions of the company’s Charter, this Law and other provisions of law. related.

3. Working regime, conditions and procedures for conducting meetings of the Board of Members

–  The Board of Members works in a collective manner; meet at least once a quarter to consider and decide on issues falling within their rights and obligations. For issues that do not require discussion, the Board of Members can consult members in writing according to the provisions of the company’s Charter. The Board of Members may hold extraordinary meetings to resolve urgent issues at the request of the agency representing the company’s owner, at the request of the Chairman of the Board of Members or more than 50% of the total number of members of the Board of Members or the Director or General Director.

– The Chairman of the Board of Members or a member authorized by the Chairman of the Board of Members is responsible for preparing the program, document content, convening, presiding and chairing meetings of the Board of Members. Members of the Board of Members have the right to make written recommendations on the meeting agenda. Meeting content and documents must be sent to members of the Board of Members and people invited to the meeting at least 03 working days before the meeting date. Documents used in the meeting related to the proposal to the agency representing the company owner to amend and supplement the company charter, approve the company’s development direction, approve the annual financial report, reorganize or dissolve the company must be sent to the members no later than 05 working days before the meeting date.

– Notice of invitation to the meeting The Board of members can be sent by invitation, phone, fax, electronic means or other means. Other forms are prescribed by the Company’s Charter and sent directly to each member of the Board of Members and the person invited to the meeting. The content of the meeting invitation must clearly identify the time, location and meeting agenda. Online meetings can be applied when necessary.

– A meeting of the Board of Members is valid when at least two-thirds of the total number of members of the Board of Members attend. A resolution of the Board of Members is passed when more than half of the total number of members attending vote in favor; In case there are equal votes, the content with the approval vote of the Chairman of the Members’ Council or the person authorized by the Chairman of the Members’ Council to chair the meeting will be approved. Members of the Board of Members have the right to reserve their opinions and make recommendations to the agency representing the company’s owner.

– In case of consulting the members of the Board of Members in writing, the resolution of the Board of Members is passed when more than half of the total number of members of the Board of Members agree. Resolutions may be passed using multiple copies of the same document if each copy has at least one signature of a member of the Board of Members.

– Based on the content and agenda of the meeting, when deemed necessary, the Board of Members invites competent representatives of relevant agencies and organizations to attend and discuss specific issues in the meeting agenda. Representatives of agencies and organizations invited to attend meetings have the right to express opinions but not participate in voting. The opinions and statements of the representatives invited to the meeting are fully recorded in the minutes of the meeting.

– Contents of discussed issues, opinions expressed, voting results, resolutions passed by the Board of Members and conclusions of meetings of the Board of Members must be recorded in the minutes. The chairman and secretary of the meeting must be jointly responsible for the accuracy and truthfulness of the meeting minutes of the Board of Members. Minutes of the meeting of the Board of members must be approved before the end of the meeting. Minutes must include the following main contents:

+ Time, location, purpose, meeting agenda; list of members attending the meeting; Issues are discussed and voted on; summarize the opinions of members and representatives invited to the meeting on each discussed issue;

+ Number of votes for and against in cases where the abstention method is not applied; number of votes in favor, disapproval and no opinion in the case of applying the abstention method;

+ Passed decisions;

+ Full names, signatures of members attending the meeting.

– Members of the Board of members have the right to request the Director, Deputy Director or General Director, Deputy General Director, Chief Accountant and manager Company managers, subsidiaries in which 100% of the charter capital is held by the company, and representatives of the company’s capital contribution at other enterprises provide information and documents on the financial situation and operations of the enterprise according to information regulations prescribed by the Board of Members or according to resolutions of the Board of Members. The person requested to provide information must provide timely, complete and accurate information and documents as requested by members of the Board of Members, unless the Board of Members decides otherwise.

– The Board of Members uses the company’s management, administration, and support staff to carry out its duties.

– Operating expenses of the Board of Members, salaries, allowances and remuneration is included in company management costs.

– If necessary, the Board of Members organizes consultations with domestic and foreign consultants before deciding on important issues within the authority of the Board of Members. Costs for consulting expert opinions are specified in the company’s financial management regulations.

– Resolution of the Board of Members takes effect from the date of approval or from the effective date stated in the resolution, unless approved by the owner’s representative agency.