Chương III Nghị định 71/2017/NĐ-CP: Hội đồng quản trị và thành viên hội đồng quản trị

Chapter III

BOARD OF DIRECTORS AND MEMBERS OF THE BOARD OF DIRECTORS

Article 11. Nomination of members for the board of directors

1. When the candidates for a board of directors have been identified, the information related to them must be published at least 10 days before the opening day of the meeting of general assembly of shareholders on the website of the company so that shareholders can find out about the candidates before voting. The candidates of board of directors must have written commitments to provide truthful, accurate and reasonable information and to perform the tasks honestly, faithfully, cautiously and in the best interest of the company if elected as members of the board of directors.

Information related to the candidates of the board of directors to be published must include at least:

a) Name, date of birth

b) Professional qualifications;

c) Work experience;

d) Other information (if any) specified in the company's charter.

A public company must ensure that shareholders can access the information about the companies in which the candidates are members of the board of directors or managers and other interests related to the companies of the candidates (if any)

2. Shareholders or groups of shareholders holding common shares for at least 6 consecutive months shall have the right to nominate candidates for the board of directors in compliance with the Law on enterprises and the company's charter

3. When the number of the candidates for the board of directors through nomination fails to reach the minimum number specified in Clause 4 Article 114 of the Law on enterprises, the incumbent board of directors can introduce or nominate more candidates as specified in the company’s charter and the internal regulations on corporate governance The introduction of candidates by the board of directors must be published clearly before the general assembly of shareholders votes for the members of the board of directors in compliance with regulations of law

Article 12. Membership of the board of directors

1. Members of the board of directors must meet the criteria and conditions specified in Clause 1 Article 151 of the Law on enterprises and the company's charter; a member of the board of directors is not required to be the shareholder of the company

2. The chairman of the board of directors must not take over the position as the director of the same public company

3. A member of the board of directors of a public company must not be the member of the board of directors of more than 5 other companies.

Article 13. Composition of the Board of directors

1. The board of directors of a public company must have 3-11 members. The composition of the board of directors must be balanced in terms of the number of members having knowledge and experience in law, finance and business operations of the company and gender balance.

2. At least 1/3 of the members of board of directors are non-executive members.

3. A public company needs to minimize number of members of the board of directors who concurrently hold several executive titles of the company to ensure independence of the board of directors.

4. If an unlisted public company operates under the model specified in Point b Clause 1 Article 134 of the Law on enterprises, at least 1/5 of members of the board of directors are independent members. If the board of directors of such company has fewer than 5 members, one of them must be the independent member

5. At least 1/3 of the members of the board of directors of a listed company are independent members.

Article 14. Rights and obligations of members of a board of directors

1. A member of a board of directors has all rights specified in the Law on enterprises, related law and companies' charter including the right to access information and documents about financial status and business operation of the company and different units of the company

2. In addition to the obligations specified in the Law on enterprises and the company’s charter, each member of the board of directors must:

Perform duties honestly and cautiously in the best interests of shareholders and the company;

b) Participate in all the meetings of the board of directors and give clear opinions about the discussed issues.

c) Report adequately and promptly to the board of directors on the remuneration they receive from subsidiaries, affiliated companies and other organizations in which they are the representatives of the company's capital contribution;

d) Report to the State Securities Commission and local stock exchange and publish information when trading the shares of the company in compliance with regulations of law

3. The company may purchase liability insurance for the members of its board after approval is granted by the general assembly of shareholders; the insurance does not cover the liabilities of the members of the board of directors in connection with the violation of the law and the company’s charter.

Article 15. Duties of the board of directors

In addition to the duties specified in the Law on enterprises and the company’s charter, the board of directors must:

1. Take responsibility to the shareholders for the company’s operations;

2. Treat fairly all the shareholders and protect the interests of the persons whose interests are related to the company;

3. Ensure the operations of the company in compliance with regulations of law and the company’s charter and internal regulations;

4. Make the internal regulations on corporate governance and submit to the general assembly of shareholders for approval as specified in the article 7 of this Decree;

5. Report on the operation of the board of directors to the general assembly of shareholders as specified in the Article 9 of this Decree.

Article 16. The meeting of the general assembly of shareholders.

1. The board of directors must hold at least one meeting every three months in the procedures specified in the company's charter and internal regulations on corporate governance The meeting of the board of directors, agenda and related documents must be informed in advance to the members of the board of directors within the time limit specified in regulations of law and the company’s charter

2. The minutes of meetings of the board of directors must be detailed and clear; be signed by the chairman of the meeting and retained in accordance with regulations of law and the company’s charter.

3. The board of directors shall require the independent members to submit annual reports on the operation of the board of directors which can be published at the annual meeting of general assembly of shareholders

Article 17. Teams affiliated to the board of directors of a listed company

1. The board of directors of a listed company can establish teams to assist its operations including personnel and payroll management teams and other teams. The board of directors needs to nominate 01 independent member of its members as the head of personnel and payroll management teams; the establishment of these teams must be approved by the general assembly of shareholders.

2. If the personnel and payroll management teams are not established, the board of directors can assign the independent members to assist it in the human resources, and payroll management activities.

3. The board of directors must specify in details the establishment of the teams and the duties of each of them, their members or the independent members in charge of human resources and payroll management.

Article 18. Persons in charge of corporate governance

1. The board of directors of the listed companies must nominate at least 1 person to be in charge of corporate governance; the person in charge of corporate governance can take over the position as the company secretary as specified in Clause 5 Article 152 of the Law on enterprises

2. The person in charge of corporate governance must be knowledgeable about law and not work for the independent auditing company performing audits of the company’s financial statements.

3. A person in charge of corporate governance has the following rights and obligations:

a) Advising the board of directors on the organization of convening the meeting of general assembly of shareholders in compliance with regulations and law and the related work between the company and shareholders;

b) Preparing meetings of the board of directors, board of controllers and general assembly of shareholders at the request of the board of directors or the board of controllers;

c) Advising on the procedures of meetings

d) Participating in meetings

đ) Advising on procedures for resolutions of the board of directors in accordance with regulations of law;

e) Providing financial information, copies of meeting minutes of the board of directors and other information for members of the board of directors and controllers;

g) Monitoring and reporting to the board of directors on the operation of publishing information of the company;

h) Ensuring the security of information in accordance with regulations of law and the company’s charter;

i) Other rights and obligations in accordance with regulations of law and the company’s charter