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Meeting of the Supervisory Board
Pursuant to the provisions of Article 289 of Decree 155/2020/ND-CP:
– The Supervisory Board must meet at least 02 times a year, the number of members attending the meeting is at least two-thirds (2/3) of the members of the Control Board. Minutes of meetings of the Supervisory Board are made in detail and clearly. The person recording the minutes and members of the Supervisory Board attending the meeting must sign the minutes of the meeting. The minutes of meetings of the Control Board must be kept in order to determine the responsibilities of each member of the Control Board.
– The Supervisory Board has the right to request members of the Board of Directors, the General Director (Director) and representatives of the approved auditing organization to attend and answer issues that need to be clarified.
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Rights and obligations of the Control Board of a public company
According to the provisions of Article 288 of Decree 155/2020/ND-CP, the supervisory board has the rights and obligations specified in Article 170 of the Enterprise Law 2020, the company’s charter and the following rights and obligations:
– Proposing and proposing the General Meeting of Shareholders to approve the list of auditing organizations approved to audit the company’s financial statements; decide on the approved audit organization to inspect the company’s operations, dismiss the approved auditor when deeming it necessary.
– Be accountable to shareholders for their supervisory activities.
– Supervise the financial situation of the company, the compliance with the law in the activities of members of the Board of Directors, General Director (Director), other managers.
– Ensure operational coordination with the Board of Directors, General Director (Director) and shareholders.
– In case of detecting violations of the law or violations of the company’s charter by members of the Board of Directors, General Director (Director) and other executives of the enterprise, the Supervisory Board must notify in writing to the Board of Directors within 48 hours, request the violator to stop the violation and have solutions to remedy the consequences.
– Formulate operation regulations of the Supervisory Board and submit to the General Meeting of Shareholders through the Minister of Finance for guidance on the model of operation regulations of the Supervisory Board for reference by public companies to develop operation regulations of the Control Board.
– Report to the General Meeting of Shareholders as prescribed in Article 290 of Decree 155/2020/ND-CP.
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Members of the Supervisory Board
Pursuant to Clause 2 Article 286 of Decree 155/2020/ND-CP:
– The number of members of the Supervisory Board is at least 03 people and at most 05 people. Members of the Supervisory Board do not have to be shareholders of the company.
– Members of the Supervisory Board must meet the criteria and conditions specified in Article 169 of the Law on Enterprises and the company’s charter and not fall into the following cases:
- Working in the accounting and finance department of the company;
- Be a member or employee of an auditing organization approved to audit the company’s financial statements for the previous 03 years.
– The Head of the Supervisory Board must have a university diploma or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or majors related to business activities of the enterprise, unless otherwise provided for in the company’s charter.
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Candidacy and nomination of members of the Control Board
Pursuant to the provisions of Article 285 of Decree 155/2020/ND-CP:
– Unless otherwise provided for in the company’s charter, the candidacy and nomination of members of the Control Board shall be carried out similarly to the provisions of Clauses 1 and 2, Article 274 of this Decree.
– In case the number of candidates of the Supervisory Board through nomination and candidacy does not reach the required number, the incumbent Control Board shall nominate more candidates or nominating organizations according to the mechanism specified in the company’s charter and internal regulations on corporate governance.
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