Chương II Nghị định 71/2017/NĐ-CP: Cổ đông và đại hội đồng cổ đông

Chapter II

SHAREHOLDERS AND GENERAL ASSEMBLY OF SHAREHOLDERS

Article 4. Rights and obligations of shareholders

1. Apart from the rights and obligations specified in Article 114 and Article 115 of the Law on enterprises and the company’s charter, a shareholder of a public company also has the following rights:

a) The right to be treated fairly. Each share of the same type gives its holders the equal rights, obligations and interests. The rights and obligations associated with preferred shares (if any) must be approved by the general assembly of shareholders and made publicly available to shareholders;

b) The right to fully access the periodical and unscheduled information published by the company in accordance with regulations of law.

2. The right to protect their legal interests In the cases where a decision made by the General assembly of shareholders or the board of directors violates the law or the company’s charter, causing damage to the company, shareholders have the right to request cancellation or suspension of such decision in compliance with the Law on enterprises.

Article 5. Obligations of majority shareholders

In addition to the obligations specified in the Law on enterprises, a majority shareholder also has the following obligations

1. A majority shareholder must not take advantage of his or her influence to affect the rights and interests of the company and other shareholders in accordance with regulations of law and the company’s charter;

2. A majority shareholder has the obligation to publish information in accordance with regulations of law

Article 6. Company’s charter

1. Company’s charter must be subject to approval from the general assembly of shareholders and must not violate the Law on enterprises, Law on securities, articles specified in this Decree and other relevant legislative documents.

2. The Ministry of Finance must provide a sample charter on which public companies can base to formulate their own ones

Article 7. Internal regulations on corporate governance

1. Internal regulations on corporate governance must be drafted by the board of directors and submitted to the general assembly of shareholders for approval. Internal regulations on corporate governance must not violate the regulations of law and company’s charter.

2. Ministry of Finance must provide a model of internal regulations on corporate governance on which public companies can base to formulate their own ones

Article 8. The meeting of the general assembly of shareholders.

In addition to regulations of the Law on enterprises, the meeting of general assembly of shareholders must comply with the following regulations:

1. A public company must follow the procedures for convening the meeting of general assembly of shareholders in compliance with regulations of law, its charter and internal regulations; publish the information about the list of shareholders who have the right to participate in the meeting of general assembly of shareholders at least 20 days before the deadline for registration. The public company’s internal regulations on corporate governance must specify authorization procedures and authorization letters for shareholders;

2. The board of directors or the individual who convenes the meeting of general assembly of shareholders must establish the agenda and prepare the place and time to discuss and vote on each issue in the meeting of general assembly of shareholders in accordance with Clause 7 Article 136 of the Law on enterprises;

3. The public company’s internal regulations on corporate governance must specify the application of modern information technology for the shareholders to participate and give opinions in the meeting of general assembly of shareholders best including guidelines for shareholders to vote through the online meeting of the general assembly of shareholders, cast electronic votes or other forms of electronic voting specified in the Article 140 of the Law on enterprises and the company's charter;

4. A public company must convene the annual meeting of general assembly of shareholders in compliance with the Law on enterprises. The annual meeting of general assembly of shareholders must not collect written opinions from shareholders. In the cases where the auditor's report on the company's annual financial statements contains material qualified opinions, the public company may invite the representatives of the independent auditing firm to attend the annual meeting of general assembly of shareholders.

Article 9. A report on the operations of the board of directors submitted to the annual meeting of general assembly of shareholders

A report on the operations of the board of directors which has to be submitted to the annual meeting of general assembly of shareholders must contain the following information in addition to that specified in Clause 2c Article 136 of the Law on enterprises and the company’s charter:

1. Remuneration, operating costs and other interests of the board of directors and each member thereof specified in Clause 3 Article 158 of the Law on enterprises and the company's charter;

2. Summaries of the meetings and decisions of the board of directors;

3. Independent members’ opinions about the board of directors (if any);

4. The operation of the internal audit team affiliated to the board of directors of the public company specified in Clause 1b Article 134 of the Law on enterprises;

5. Operations of other sub-boards affiliated to the board of directors (if any)

6. Results of monitoring the director (general director);

7. Results of monitoring other enterprise executives;

8. Future plans

Article 10. A report on the operation of the board of controllers to the annual meeting of general assembly of shareholders

In addition to the regulations specified in Clause 2d5 and 2đ Article 136 of the Law on enterprises, the board of controllers’ report on the public company specified in Clause 1a Article 134 of the Law on enterprises submitted to the annual general assembly of shareholders must contain the following information:

1. Remuneration, operating costs and other interests of the board of controllers and each controller specified in Clause 3 Article 167 of the law on enterprises and the company's charter;

2. Summaries of the meetings and conclusions and recommendations of the board of controllers;

3. Results of monitoring the company's financial status and operation;

4. Results of monitoring the board of directors, directors (general directors) and other enterprise executives;

5. The results of monitoring the coordination of operation between the board of controllers and the board of directors, the director (general director) and shareholders.