Conducting meetings of the Board of Members in State-owned enterprises in Viet Nam
In state-owned enterprises with the Board of Members, conducting meetings of the Board of Members is vital to consider and make decisions on business plans. Viet Nam Law has regulations on working regulations, conditions and procedures for conducting meetings of the Board of Members. Let’s find out this issue with Lawyer X through the following scenario: “Dear Lawyer! I want to ask how shall meetings of the Board of Members in State-owned enterprises be held? Who is responsible for preparing meeting documents?
Legal grounds
What are state-owned enterprises?
State-owned enterprises shall be limited liability companies or joint stock companies, including:
– Wholly state-owned enterprises (100% of charter capital of which is held by the State). Wholly state-owned enterprises include:
+ Single-member limited liability companies 100% of charter capital of which is held by the State that are parent companies of state-owned corporations or parent companies in groups of parent company – subsidiary companies;
+ Independent single-member limited liability companies 100% of charter capital of which is held by the State.
– Partially state-owned enterprises (over 50% of charter capital or voting shares is held by the State, except the enterprises specified in Point a Clause 1 of Article 88 of Law on Enterprises). Partially state-owned enterprises include:
+ Multiple-member limited liability companies and joint stock companies over 50% of charter capital or voting shares of which is held by the State that are parent companies of state-owned corporations or parent companies in groups of parent company – subsidiary companies;
+ Independent multiple-member limited liability companies and joint stock companies over 50% of charter capital or voting shares of which is held by the State.
Organizational structure
The state ownership representative body shall decide whether to apply one of the two models below to organize the state-owned enterprise as a single-member limited liability company:
– A company with a President, Director/General Director and Board of Controllers;
– A company with a Board of Members, Director/General Director and Board of Controllers.
The Board of Members
– The Board of Members shall consist of up to 07 members including a President. Members of the Board of Members shall be designated, dismissed, rewarded and disciplined by the state ownership representative body.
– The Board of Members shall perform the company’s rights and obligations in the company’s name as prescribed by Law on Enterprises and relevant laws.
– The term of office of the President and other members of the Board of Members shall not exceed 05 years. A member of Board of Members may be designated again for not more than 02 terms in the same company unless he/she has worked for the company for more than 15 consecutive years before the first designation.
Working regulations, conditions and procedures for conducting meetings of the Board of Members
– The Board of Members shall work as a collective. At least one meeting shall be held in a quarter to consider and decide the matters within its jurisdiction. For matters that do not require discussion, the Board of Members may carry out a questionnaire survey as prescribed by the company’s charter. Ad hoc meetings may be convened to resolve urgent issues at the request of the state ownership representative body, the President of the Board of Members, more than 50% of the members of the Board of Members or the Director/General Director.
– The President of the Board of Members or the person authorized by the President of the Board of Members shall draw up the meeting agenda and prepare meeting document; convene and chair the meeting. Members of the Board of Members are entitled to propose additional contents to the meeting agenda in writing. The meeting documents and agenda shall be sent to the members of the Board of Members and invited participants at least 03 working days before the meeting date. Meeting documents relevant to proposed revisions to the company’s charter, orientation for development of the company, ratification of the annual financial statement, reorganization or dissolution of the company shall be sent to the members at least 05 working days before the meeting date.
– Invitations to the meeting can be sent physically, by phone, fax, electronically or by other methods prescribed by the company’s charter to each member of the Board of Members and invited participants. The invitation shall specify the time, location and agenda of the meeting. Online meetings may be carried out where necessary.
– A meeting of the Board of Members shall be conducted when it is participated in by at least two thirds of the members. A resolution of the Board of Members shall be ratified when it is voted for by more than half of the participating members. In case of equality of votes, the option that is voted for by the President of the Board of Members or the person authorized by the President to chair the meeting shall prevail. Members of Board of Members who have dissenting opinions may submit their proposals to the state ownership representative body.
– In case of questionnaire survey, a resolution of the Board of Members shall be ratified when it is voted for by more than half of the members. A resolution may be ratified by using multiple copies of the same document if each copy bears at least one signature of the members of Board of Members.
– The Board of Members may invite representatives of relevant organizations to participate in the meeting to discuss specific matters in the agenda. The invited participants may comment but must not vote. Their comments shall be fully written in the minutes.
– The discussion, comments, voting result and resolutions ratified by the Board of Members shall be written in the minutes. The chair and the secretary of the meeting shall be jointly responsible for the accuracy of the minutes. The minutes shall be ratified before the meeting comes to an end and contain the following information:
+ The meeting time, location, purposes and agenda; list of participating members; discussed and voted matters; summaries of comments made by the members and invited participants on each matter;
+ The number of affirmative votes, negative votes and abstentions (if permitted);
+ Ratified decisions;
+ Full names and signatures of the participating members.
– Members of the Board of Directors are entitled to request the Director/General Director, Deputy Director/Deputy General Director, chief accountant, executives of the company and subsidiary companies 100% of charter capital of which is held by the company, representatives of the company’s investment in other enterprises to provide information and documents about the company’s finance and business performance in accordance with regulations of the Board of Members or resolution of the Board of Members. The requested person shall provide accurate information and documents, unless otherwise decided by the Board of Members.
– The Board of Members may employ the company’s management and assistance apparatus in performance of their duties.
– Operating costs of the Board of Members, their salaries and allowances shall be recorded as the company’s administrative expenses.
– Where necessary, the Board of Members may discuss with domestic and foreign counsels before making important decisions under its jurisdiction. The counseling cost shall be specified in the company’s financial management regulations.
– A resolution of the Board of Members shall take effect on the ratification date or the effective date written therein, unless it is subject to approval by the state ownership representative body.
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Frequently asked questions
Yes! The Board of Members shall work as a collective.
At least one meeting shall be held in a quarter to consider and decide the matters within its jurisdiction.
For matters that do not require discussion, the Board of Members may carry out a questionnaire survey as prescribed by the company’s charter.
Conclusion: So the above is Conducting meetings of the Board of Members in State-owned enterprises in Viet Nam. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
