Chương VI Nghị định 106/2015/NĐ-CP: Đề cử để bầu, kiến nghị miễn nhiệm thành viên hội đồng quản trị, chủ tịch hội đồng quản trị, chủ tịch hội đồng thành viên. Thôi việc, nghỉ hưu và quản lý hồ sơ người đại diện

Chapter VI

APPOINTMENT OF REPRESENTATIVES FOR ELECTION TO AND REQUEST FOR DISMISSAL OF MEMBERS OF BOARDS OF DIRECTORS, CHAIRPERSONS OF BOARDS OF DIRECTORS OR BOARDS OF MEMBERS. RESIGNATION, RETIREMENT AND MANAGEMENT OF REPRESENTATIVE’S DOSSIERS

Article 39. Appointment of representatives for election to and request for dismissal of members of Boards of Directors, Chairpersons of Boards of Directors or Boards of Members

The state capital owner shall issue decisions to:

1. Appoint representatives for election to or request dismissal of representatives from the positions of members of Board of Directors, Chairperson of Board of Directors or Chairperson of Board of Members of an economic group, corporation or company.

2. Authorize representatives to give opinions, cast votes and make decisions at General Meeting of Shareholders or meetings of Board of Directors or Board of Members in accordance with regulations of law for election to, or request for dismissal of representatives from the positions of members of Board of Directors, Chairperson of Board of Directors or Chairperson of Board of Members.

Article 40. Resignation

1. A representative is allowed to resign:

a) to serve organizational arrangement;

b) at his/her expectation with the approval given by the state capital owner; or

c) in the case prescribed in Clause 4 of this Article.

2. If the representative wishes to resign, he/she must submit a resignation letter to the state capital owner for consideration. Within 90 days from receipt of the resignation letter, the state capital owner shall give a written response to the representative. If the resignation letter is refused, reasons for such refusal must be given as prescribed in Clause 3 of this Article.

The representative is not entitled to severance pay if he/she deliberately leaves his/her position without the approval from the state capital owner.

3. A representative’s resignation is not approved in the following cases:

a) The representative is put under consideration of disciplinary actions or liable to criminal prosecution.

b) A female representative is pregnant or has a child of less than 36 months of age, unless she applies for resignation;

c) The representative does not yet complete payment of money/assets within his/her liability towards the economic group, corporation or company;

4. If a representative fails to complete his/her tasks in 02 consecutive years without legitimate reasons approved by the state capital owner, the state capital owner shall assign other tasks or solve resignation benefits for him/her in accordance with regulations of law.

5. The representative who resigns shall be entitled to severance pay as prescribed in Article 5 and Article 6 of the Government’s Decree No. 46/2010/ND-CP dated April 27, 2010.

6. Funding for paying severance allowance to representatives shall be covered by the relevant economic group, corporation or company.

Article 41. Retirement 

Representatives are entitled to retirement benefits in accordance with regulations of the Law on Social Insurance. Representatives shall follow retirement procedures laid down in Articles 9, 10 and 11 of the Government’s Decree No. 46/2010/ND-CP dated April 27, 2010.

Article 42. Management of representative’s dossier

1. Personal dossiers of representatives shall be prepared, kept and managed in the same manner as officials’ dossiers.

2. Every year, economic groups, corporations and companies shall consider providing additional documents to representatives’ dossiers in the same manner as those of officials for reporting to state capital owners.