Meetings of the Board of Directors in Joint Stock Companies under Viet Nam Law
Meetings of the Board of Directors are important events for discussing and deciding on Board of Directors’ matters of competence. Viet Nam Law on Enterprises has regulations on Meetings of the Board of Directors in Joint Stock companies. Let’s find out this issue with Lawyer X through the following situation: “Dear Lawyer! I want to ask how shall meetings of the Board of Directors be convened and conducted? What are contents of minutes of meetings of the Board of Directors? Thanks for answering me!”
Legal grounds
Law on Enterprises
Regulations on Meetings of the Board of Directors
– The President of the Board of Directors shall be elected during the first meeting of the Board of Directors within 07 working days from the election of that Board of Directors. This meeting shall be convened and chaired by the member that received the highest number of votes. In case more than one member received the same highest number of votes, one of them will be elected by the members under majority rule to convene the meeting of the Board of Directors.
– Meetings of the Board of Directors shall be held at least quarterly and on an ad hoc basis.
– The President of Board of Directors shall convene a meeting of the Board of Directors in the following cases:
+ It is requested by the Board of Controllers or independent members of the Board of Directors;
+ It is requested by the Director or General Director and at least 05 other executives;
+ It is requested by at least 02 members of the Board of Directors;
+ Other cases specified in the charter.
– The request mentioned in Clause 3 of Article 157 Law on Enterprises shall be made in writing and specify the issues that need discussing and deciding within the jurisdiction of the Board of Directors.
– The President of the Board of Directors shall convene the meeting within 07 working days from the day on which the request mentioned in Clause 3 of Article 157 Law on Enterprises is received. Otherwise, he/she shall be responsible for the damage to the company and the requesting person is entitled to convene the meeting of the Board of Directors.
– The President of the Board of Directors or the person that convenes the meeting shall send the invitations at least 03 working days before the meeting day unless otherwise prescribed by the company’s charter. The invitation shall specify the meeting time, location, agenda, issues to be discussed. The invitation shall be enclosed with meeting documents and votes.
The invitations can be sent physically, by phone, fax, electronically or by other methods prescribed by the company’s charter to the registered mailing address of each member of the Board of Directors.
– The President of the Board of Directors or the person that convenes the meeting shall send the same invitations and documents to the Controllers.
The Controllers are entitled to participate in meetings of the Board of Directors and discuss but must not vote.
– A meeting of the Board of Directors shall be conducted when it is participated in by at least three fourths (3/4) of the members. In case a meeting cannot be conducted due to inadequate number of participants, the second meeting shall be convened within 07 days from the first meeting date unless a shorter period is prescribed by the company’s charter. The second meeting shall be conducted when it is participated in by more than 50% of the members.
– It will be considered that a member participates in and votes at the meeting of the Board of Directors in the following cases:
+ He/she directly participates in and votes at the meeting;
+ He/she authorizes another person to participate in and vote at the meeting as prescribed in Clause 11 of Article 157 Law on Enterprises;
+ He/she participates in the meeting and votes online or through other electronic methods;
+ He/she sends his/her vote to the meeting by post, fax or email;
+ He/she sends the votes by other means specified in the company’s charter.
– A vote is sent by post shall be put in a closed envelope and be delivered to the President of the Board of Directors at least 01 hour before the opening time. Votes shall only be open in the presence of all participants.
– The members shall participate in all meetings of the Board of Directors and may authorize other persons to participate in and vote at the meeting if accepted by the majority of the Board of Directors.
– Unless a higher ratio is prescribed by the company’s charter, a resolution or decision of the Board of Directors shall be ratified if it is voted for by the majority of the participants. In case of equality of votes, the option that is voted for by the President of the Board of Directors shall prevail.
Regulations on Minutes of meetings of the Board of Directors
– The minutes of all meetings of the Board of Directors shall be taken. Audio recordings and other electronic forms are optional. The minutes shall be written in Vietnamese language, may be translated into foreign languages, and shall contain the following information:
+ The company’s name, EID number, headquarter address;
+ Time and location of the meeting;
+ Purposes and agenda of the meeting;
+ Full names of participating members and the persons authorized to participate in the meeting and how they participate; full names of non-participating members and their excuses;
+ The issues to be discussed and voted on at the meeting;
+ Summary of comments of each participating member in chronological order;
+ Voting result, the members that cast affirmative votes, negative votes and abstentions;
+ Ratified decisions and corresponding ratio of affirmative votes;
+ Full names, signatures of the chair and the minute taker, except the case in Clause 2 of Article 158 Law on Enterprises.
– In case the chair and the minute take refuse to sign the minutes, they will be effective if they are signed by all of the other members of the Board of Directors and contain all the information prescribed in Points a, b, c, d, đ, e, g and h Clause 1 of Article 158 Law on Enterprises.
– The chair, the minute take and the persons who sign the minutes shall be responsible for its accuracy and truthfulness.
– The minutes and meeting documents shall be retained at the company’s headquarters.
– The Vietnamese and foreign language copies of the minutes have the same legal value. In case of any discrepancy between them, the Vietnamese copy shall prevail.
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Frequently asked questions
The minutes and meeting documents shall be retained at the company’s headquarters.
The President of the Board of Directors shall be elected during the first meeting of the Board of Directors within 07 working days from the election of that Board of Directors.
Meetings of the Board of Directors shall be held at least quarterly and on an ad hoc basis.
Conclusion: So the above is Meetings of the Board of Directors in Joint Stock Companies under Viet Nam Law. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
