Chapter IV
BOARD OF CONTROLLERS AND CONTROLLERS
Article 19. Nomination of candidates for controllers
1. Candidates for controllers must be nominated in accordance with Article 11 of this Decree, unless otherwise prescribed in the company’s charter.
2. If the number of the candidates for the board of controllers through nomination fails to reach the needed number, the incumbent board of controllers may nominate more candidates or organize to nominate in the form specified in the company's charter and internal regulations on corporate governance.
Article 20. Controllers
1. The number of controllers must be 3-5 members. A controller is not required to be the shareholder of the company.
2. A controller must meet the criteria and conditions specified in Clause 1 Article 164 of the Law on enterprises and the company's charter and must not:
a) Work in the accounting and finance departments of the company;
b) Be a member or employee of the independent auditing firm auditing the financial statements of the company over the last 3 years.
3. Controllers in the listed companies and public companies whose over 50% of charter capital is held by the state must be auditors or accountants.
4. The head of the board of controllers must be a professional auditor or accountant working full time at the company.
Article 21. Rights and obligations of a controller
1. A controller has all rights specified in the Law on enterprises, related Law and company's charter including the right to access information and documents about operational status of the company. Members of the board of directors, directors (general directors) and other enterprise executives must be responsible for supplying information promptly and adequately at the request of controllers.
2. Controllers must comply with regulations of law, the company’s charter and professional ethics in carrying out their assignments.
A public company may provide guidelines for operating and performing duties of controllers in compliance with regulations of law and the company's charter.
Article 22. Rights and obligations of board of controllers
In addition to the rights and obligations specified in the Article 165 of the Law on enterprises and the company’s charter, a board of controllers also has the following rights and obligations:
1. Proposing and recommending the general assembly of shareholders to grant approval for the independent auditing organization to audit the financial statements of the company;
2. Taking responsibility towards shareholders for monitoring activities;
3. Monitoring the financial status of the company, legitimacy of the activities of members of board of directors, the director (general director), other enterprise managers, coordination in operation between the board of controllers and board of directors , the director (general director) and shareholders;
4. In the cases of violation against regulations of law or the company’s charter committed by a member of the board of directors, the director (general director) and other enterprise executives, it must be notified in written text to the board of directors within 48 hours and ask the offenders to stop the violation and find solutions to tackle;
5. Reporting to the general assembly of shareholders as specified in the Article 10 of this Decree.
Article 23. Meetings of the board of controllers
1. A board of controllers must hold at least 2 meetings each year. At least 2/3 of the controllers must participate in the meetings. Minutes of the meetings of the board of controllers must be detailed and clear; be signed by the secretaries and controllers attending the meetings and retained to identify the responsibilities of each controller.
2. A board of controllers has the right to request members of the board of directors, the director (general director) and representatives of the independent auditing firm to answer the issues raised by the controllers.
Tìm kiếm
Nghị định 71/2017/NĐ-CP (Bản Word)
Nghị định 71/2017/NĐ-CP (Bản Pdf)