Chapter V
PREVENTION OF CONFLICT OF INTERESTS
Article 24. Responsibility to be honest and avoid conflicts of interests of an enterprise manager
1. Members of a board of directors, controllers, directors (general directors) and other enterprise managers must publish the related interests in compliance with regulations of Law on enterprises and other relevant law.
2. Members of a board of directors, controllers, directors (general directors), other enterprise managers and their related persons must not take advantage of the information obtained by the influence of their own positions for personal purposes or in the interests of other individuals or organizations.
3. Members of a board of directors, controllers, directors (general directors) and other enterprise managers have the obligation to inform the board of directors and the board of controllers the transactions between companies, subsidiaries and companies with over 50% or more of charter capital controlled by a public company and themselves or their related persons in compliance with regulations of law. The public company must publish information about the transactions of the abovementioned persons which have been approved by the general assembly of shareholders or the board of directors in accordance with regulations of Law on securities and publishing information.
4. Members of a board of directors are not allowed to cast votes on the transactions that are beneficial for themselves or their related persons in compliance with the Law on enterprises and the company’s charter.
5. Members of the board of directors, controllers, directors (general directors), other enterprise managers and their related persons must not use the information not yet publicly disclosed by the company or disclose to others to carry out related transactions.
Article 25. Transactions with the related persons
1. When conducting transactions with the related persons, a public company must sign the written contracts equally and voluntarily.
2. A public company must implement the necessary measures to prevent the related persons from interfering in the operation of the company and harming the interests of the company through the control of transactions, sales and prices of both goods and services of the company.
3. A public company must implement the necessary measures to prevent shareholders and the related persons from carrying out transactions resulting in loss of capital, assets or other resources of the company
Article 26. Transactions with shareholders, enterprise managers and their related persons
1. A public company must not provide its shareholders that are individuals and the related persons that are individuals with loans or guarantee, unless it is a credit institution.
2. A public company must not provide its shareholders that are organizations and their related persons that are individuals with loans or guarantee, unless
a) The public company is a credit institution;
b) The shareholder is a subsidiary whose share or stakes are not held by the State and has contributed capital or purchased the shares of the public company before July 1st, 2015 as specified in Clause 6, Article 16 of the Decree No. 96/2015/ND-CP dated October 19th, 2015 of the government specifying a number of articles of the Law on enterprises.
3. A public company must not provide its shareholders’ related persons that are organizations with loans or guarantee, unless:
a) The public company is a credit institution;
b) The public company and its shareholders’ related persons are subsidiaries in the same company or companies operating under a group of companies including parent companies- subsidiaries, economic groups; the transaction must be approved by the general assembly of shareholders or the board of directors in accordance with the company's charter
c) The law specifies otherwise
4. A public company must not make the following transactions unless they are approved by the general assembly of shareholders:
a) Grant of loans or guarantees to the members of the board of directors, controllers, directors (general directors), other enterprise managers and the individuals and organizations related to them unless the public company and organizations related to its shareholders are companies in the same group or companies operating in a group of companies including parent companies-subsidiaries, economic groups, and the relevant law specifies otherwise.
b) Any transaction that has the total value of 35% or more of the total value of assets recorded in the latest financial statement between the public company and one of the following entities
- Members of the board of directors, controllers, directors (general directors), other enterprise managers and their related persons
- Shareholders, authorized representatives of shareholders owning more than 10% of the common shares of the company and their related persons;
- Enterprises related to the subjects specified in Clause 2 Article 159 of the Law on enterprises
5. The board of directors may approve the contracts and transactions specified in Point b Clause 4 of this Article which are valued at less than 35% of the total asset value inscribed in the most recent financial statement or a smaller percentage in accordance with the company’s charter;
Article 27. Ensuring the legitimacy of the persons having the interests related to the company
1. Public companies must take responsibility to the community and to the persons having the interests related to the company in compliance with the prevailing laws and the company’s charter.
2. A public company must comply with the laws on labor, environment and society.
Tìm kiếm
Nghị định 71/2017/NĐ-CP (Bản Word)
Nghị định 71/2017/NĐ-CP (Bản Pdf)