Chapter I
GENERAL PROVISIONS
Article 1. Scope and regulated entities
1. Scope
This Decree provides guidelines for the issues in connection with corporate governance of public companies, including:
a) General assembly of shareholders
b) Board of directors;
c) Board of controllers
d) Transactions with related persons
đ) Reporting and information publishing
2. Regulated entities
a) Public companies;
b) Public company shareholders and organizations and individuals related to them
c) Members of the board of directors, controllers, public company executives and their related organizations and individuals.
d) Organizations and individuals whose interests are related to public companies
Article 2. Terms and definitions
For the purposes of this decree, the terms below shall be construed as follows:
1. Corporate governance is a system of rules including:
a) Ensuring proper organizational structure;
b) Ensuring the effective operation of the board of directors and board of controllers
c) Ensuring the interests for shareholders and related persons;
d) Ensuring that all shareholders are treated fairly
đ) Making the information about the entire company’s operations publicly available
2. A public company is a joint stock company defined in Clause 1 Article 25 of the Law on securities
3. Majority shareholders are defined in Clause 9 Article 6 of the Law on securities
4. Enterprise managers are defined in Clause 18 Article 4 of the Law on enterprises
5. Enterprise executives include directors (general directors), deputy directors (deputy general directors), chief accountants, and other executives specified in the company’s charter
6. A non-executive member is the member of the board of directors other than the director (general director) or deputy director (deputy general director), chief accountant, and other enterprise executives specified in the company’s charter.
7. Independent members are specified in Clause 2 Article 151 of the Law on enterprises
8. A company’s manager is the person who has the rights and obligations specified in the Article 18 of this decree.
9. The related persons are individuals and organizations specified in Clause 17 Article 4 of the Law on enterprises and Clause 34 Article 6 of the Law on securities.
Article 3. Rules for application of regulations of relevant law
In the cases where other regulations of law on corporate governance are different from the regulations of this decree, the former must prevail.
Tìm kiếm
Nghị định 71/2017/NĐ-CP (Bản Word)
Nghị định 71/2017/NĐ-CP (Bản Pdf)