1. Composition of the Board of Directors

According to the provisions of Article 276 of Decree 155/2020/ND-CP:

−       The number of members of the Board of Directors of a public company is at least 03 people and at most 11 people.

−       The structure of the Board of Directors of a public company must ensure that at least one-third (1/3) of the total number of members of the Board of Directors are non-executive members.

−       In case an unlisted public company operates according to the model specified at Point b, Clause 1, Article 137 of the Law on Enterprises, the structure of members of the Board of Directors of the company must ensure that at least one-fifth (1/5) of the total number of members of the Board of Directors are independent members. In case the number of members of the Board of Directors of an unlisted public company operating under the above model is less than 05 people, the company must ensure that 01 member of the Board of Directors is an independent member.

−       The number of independent members of the Board of Directors of a listed company must ensure:

• There is at least 01 independent member in case the company has the number of members of the Board of Directors from 03 to 05 members;
• There are at least 02 independent members in case the company has the number of members of the Board of Directors from 06 to 08 members;
• There are at least 03 independent members in case the company has the number of members of the Board of Directors from 09 to 11 members.

2. Responsibilities and obligations of the Board of Directors

According to Article 278 of Decree 155/2020/ND-CP stipulates as follows:

−       Responsible to shareholders for the company’s operations.

−       Treat all shareholders equally and respect the interests of persons with interests related to the company.

−       Ensure the company’s operations comply with the provisions of the law, the company’s Charter and internal regulations.

−       Develop operation regulations of the Board of Directors and submit them to the General Meeting of Shareholders for approval and announce on the company’s website. The Minister of Finance shall guide the model of the Operation Regulations of the Board of Directors for reference by a public company to develop the Operation Regulations of the Board of Directors.

−       Supervise and prevent conflicts of interest of members of the Board of Directors, members of the Supervisory Board, General Director (Director) and other managers, including misuse of company assets and abuse of related party transactions.

−       Formulate internal regulations on corporate governance and submit them to the General Meeting of Shareholders for approval according to the provisions of Article 270 of this Decree.

−       Appoint a Person in charge of corporate governance.

−       Organize training and training on corporate governance and necessary skills for members of the Board of Directors, General Director (Director) and other managers of the company.

−       Report on activities of the Board of Directors at the General Meeting of Shareholders in accordance with Article 280 of this Decree.

3. Board of Directiors Meeting

Pursuant to Article 279 of Decree 155/2020/ND-CP referring to Article 157 of the Enterprise Law 2020 stipulates the meeting of the Board of Directors as follows:

−       The Chairman of the Board of Directors shall be elected at the first meeting of the Board of Directors within 07 working days from the date of completion of the election of such Board of Directors. This meeting is convened and chaired by the member with the highest number of votes or the highest percentage of votes. In case more than one member has the highest and equal number of votes or vote percentage, the members vote by majority rule to choose 01 of them to convene a meeting of the Board of Directors.

−       The Board of Directors meets at least once a quarter and may meet extraordinarily.

−       The Chairman of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:

• At the request of the Supervisory Board or an independent member of the Board of Directors;
• At the request of the Director or General Director or at least 05 other managers;
• At the request of at least 02 members of the Board of Directors;
• Other cases prescribed by the company’s charter.

−       The request specified in Clause 3 of this Article must be made in writing, clearly stating the purpose, issues to be discussed and decisions within the competence of the Board of Directors.

−       The Chairman of the Board of Directors must convene a meeting of the Board of Directors within 07 working days from the date of receipt of the request specified in Clause 3 of this Article. In case of failure to convene a meeting of the Board of Directors at the request, the Chairman of the Board of Directors shall be responsible for damages caused to the company; the applicant has the right to replace the Chairman of the Board of Directors to convene a meeting of the Board of Directors.

−       The Chairman of the Board of Directors or the convener of a meeting of the Board of Directors must send a notice of meeting invitation at least 03 working days before the meeting date unless otherwise provided for in the company’s charter. The notice of meeting invitation must specify the time and place of the meeting, the agenda, the issues discussed and decided. Enclosed with the notice of meeting invitation must be documents used at the meeting and votes of members.

−       Notice of meeting invitation to the Board of Directors can be sent by invitation, telephone, fax, electronic means or other method prescribed by the company’s charter and guaranteed to reach the contact address of each member of the Board of Directors registered at the company.

−       The Chairman of the Board of Directors or the convener shall send the notice of meeting invitation and accompanying documents to the Controllers as for members of the Board of Directors.

−       Controllers have the right to attend meetings of the Board of Directors; has the right to discuss but not vote.

−       A meeting of the Board of Directors is conducted when three-quarters or more of the total number of members attend the meeting. In case the meeting convened under the provisions of this Clause does not have enough members to attend the meeting as prescribed, it may be convened for the second time within 07 days from the intended date of the first meeting, unless otherwise provided for by the company’s charter. In this case, the meeting is conducted if more than half of the members of the Board of Directors attend the meeting.

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