THE PROCEDURE OF ORGANIZING MEETINGS OF THE BOARD OF MANAGEMENT OF A JOINT STOCK (SHAREHOLDING) COMPANY IN VIETNAM

Pursuant to Clause 1, Article 153 of the Enterprise Law 2020, the Board of management is the governing body of the company and has full authority on behalf of the company to decide and perform the rights and obligations of the company, except for the rights and obligations falling under the authority of the General Meeting of Shareholders.

Therefore, the issue of organizing a meeting of the Board of management is a mandatory and extremely necessary activity in order to provide solutions and decisions on issues related to the company. In order to organize a meeting of the Board of management well, the company needs to comply with the regulations on the method of convening, conducting as well as the content of documents in the meeting. Based on current legal regulations (the Law on Enterprises 2020), we would like to advise and answer some basic issues as follows:

1. When to convene a meeting of the Board of management

According to Clauses 2 and 3, Article 157 of the Law on Enterprises 2020, the chairman of the Board of management convenes a meeting of the Board of management in the following cases:

Regular meeting of the Board of management (held at least once a quarter);

Extraordinary meeting;

At the request of the Supervisory Board or an independent member of the Board of management;

At the request of the Director or General Director or at least 05 other managers;

At the request of at least 02 members of the Board of Directors;

Other cases prescribed by the company's Charter.

The Chairman of the Board of management must convene a meeting of the Board of management within 07 working days from the date of receipt of the request, in case of failure to convene at this request, the Chairman of the Board of management shall be responsible for the damage caused to the company; The requester has the right to replace the Chairman of the Board of management to convene a meeting of the Board of management.

2. Steps to conduct a meeting of the Board of management:

Step 1: Sending the meeting invitations

Timeline: at least 03 working days before the meeting date, unless otherwise provided for in the company's Charter

Requirements on meeting invitations: must specify the time and place of the meeting, the agenda, issues for discussion and decision. Documents used at the meeting and the member's voting slip must be attached to the meeting invitation notice.

The notice of meeting invitation can be sent by invitation letter, phone, fax, electronic means (or other methods prescribed by the company's Charter) and is guaranteed to reach the contact address of each member of the Board of management registered at the company.

Step 2: Conducting the meeting of the Board of management

2.1. Conditions for the meeting to be conducted

There are 3/4 of the total number of members attending the meeting. In case there are not enough members to attend the meeting, the meeting shall be reconvened for a second time within 07 days from the intended date of the first meeting (unless the company's Charter provides for a shorter time limit), if more than half of the members of the Board of management attend the meeting, the meeting shall be conducted.

2.2. Attending and voting at the meeting

Members of the Board of management are considered to attend and vote at the meeting when:

Attending and voting directly at the meeting;

Authorizing others to attend the meeting and vote (must be approved by a majority of the members of the Board of management);

Attending and voting through videoconferences, electronic voting or other electronic means;

When sending votes to the meeting by mail (must be put in a sealed envelope, delivered to the Chairman of the Board of management no later than 1 hour before the meeting opening and can only be opened in the presence of all meeting participants), facsimile, email;

Sending votes by other means as prescribed in the company's Charter.

2.3. How to pass resolutions and decisions

Resolutions and decisions of the Board of management shall be passed if approved by the majority of members attending the meeting.

In case the number of votes is equal, the final decision belongs to the side with the opinion of the Chairman of the Board of management.

2.4. Minutes of the Board of management meeting

Article 158 of the Law on Enterprises 2020 stipulates the form and content of the minutes of the Board of management meeting.

In terms of form:

Must be recorded and may be recorded, transcribed and stored in other electronic form;

Minutes must be made in Vietnamese and may additionally be made in a foreign language (Vietnamese and foreign language versions have the same legal effect, if there is any difference in content between the two versions, the content in the Vietnamese version shall prevail).

In terms of main contents of the minutes:

Name of the company, address of head office, business code;

Meeting time and place;

Purpose, agenda and content of the meeting;

Full name of each member attending the meeting or authorized person to attend the meeting and how to attend the meeting; full name of the members who did not attend the meeting and their reason for not attending;

Issues discussed and voted on at the meeting;

Summary of the opinions of each member attending the meeting in the order of events of the meeting;

Voting results in which members agree, disagree and abstain;

The issue has been passed and the corresponding percentage of votes passed;

Full name, signature of the chairperson and the person recording the minutes (In case the chairperson and the minutes-recorder refuse to sign the minutes, but are signed by all other members of the Board of management attending the meeting and have all the above contents, this minutes shall take effect).

3. In case a resolution or decision passed by the Board of management is contrary to the provisions of law, the resolution of the General Meeting of Shareholders, the company's Charter and it causes damage to the company.

According to the provisions of Clause 4, Article 153 of the Enterprise Law 2020, this case is handled as follows:

Members who agree to pass the resolution must jointly take personal responsibility for such resolution or decision and must compensate the company for damage.