Rights and obligations of members of the Supervisory Board as per Vietnamese law
According to the current law, for joint-stock companies with more than 11 individual shareholders or organizational shareholders owning more than 50% of the total shares of the company, there must be a Control Board. So, what are the rights and obligations of members of the Supervisory Board? Let’s find out with Lawyer X.
Legal grounds
Enterprise Law 2020
Powers and duties of the Supervisory Board
– Control the entire financial system and the implementation of the company’s regulations
– Secondly, check the reasonableness, legality, honesty, and level of care in business management and operation
– Then, appraise the company’s periodical business reports and financial statements;
– Reviewing accounting books and other documents of the Company, managing and operating activities of the Company whenever necessary.
– Abnormal test
– At the request of a shareholder or a group of shareholders; The Supervisory Board shall inspect within seven working days from the date of receipt of the request. Within fifteen days from the date of completion of the inspection, the Control Board must report and explain the matters requested to be examined to the Board of Directors; and shareholders and groups of shareholders request.
• Interfering with the company’s operations when necessary
• Proposing the Board of Directors or the General Meeting of Shareholders to amend and supplement measures; improving the organizational structure of management and business operations of the company.
Rights and obligations and interests of members of the Supervisory Board
Rights of members of the Supervisory Board
• The Supervisory Board right to be provided with information
• Notice of meeting invitation, opinion form of members of the Board of Directors; and attached documents must send to members of the Supervisory Board at the same time, and in the same manner as for members of the Board of Directors.
• Report of the Director or General Director submitted to the Board of Directors, or other documents issued by the company are sent to members of the Supervisory Board at the same time, and in the same manner as for members of the Board of Directors.
• So, members of the Supervisory Board have the right to access the company’s files and documents kept at the head office; branches and other locations; have the right to go to the locations where the managers and employees of the company work.
• Lastly, the Board of Directors, members of the Board of Directors, Director or General Director; other managers must provide complete, accurate, and timely information; documents on the management, administration, and business activities of the company at the request of the Supervisory Board.
Obligations of members of the Supervisory Board
– Comply with the law, the company’s charter
– Besides, perform assigned rights and duties honestly and carefully
– Loyal to the interests of the company and its shareholders
– Other obligations as prescribed by the Enterprise Law 2020 and the company’s charter.
– In case of breach of obligations specified above, causing damage to the company; or others, the members of the Control Board must take personal responsibility; or jointly compensate for such damage.
• Any income and other benefits that direct members of the Supervisory Board have; or indirectly obtained by breach of the obligations specified above owned by the company.
• In case of detecting that a member of the Control Board violates his/her obligations in performing assigned rights and duties; the Board of Directors must notify in writing the Control Board; request the violator to stop the violation; have solutions to overcome the consequences.
Remuneration and other benefits of members of the Supervisory Board
Unless otherwise provided for in the company’s charter, the remuneration and other benefits of members of the Supervisory Board shall comply with the following provisions:
– Members of the Supervisory Board paid according to their work and enjoy other benefits as decided by the General Meeting of Shareholders.
– Particularly, members of the Supervisory Board paid for meals, accommodation, and travel expenses; costs for using independent consulting services at a reasonable rate.
– Remuneration and operating expenses of the Control Board included in the company’s business expenses by the law on corporate income tax; relevant laws must make a separate section in the company’s annual financial statements.
Related article:
Is tax evasion and tax fraud administratively sanctioned?
Frequently asked questions
The Supervisory Board has between three and five members unless otherwise provided for in the company’s charter; the term of the Supervisory Board shall not exceed five years; Members of the Supervisory Board may be re-elected for an unlimited number of terms.
If at the end of the term, the Supervisory Board for the new term has not been elected, the Supervisory Board whose term has expired will continue to perform its rights and duties until the new term Supervisory Board is elected and received a new term. mission.
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