DEFINITIONS AND SOME NOTES ON: GENERAL ASSEMBLY OF SHAREHOLDERS, BOARD OF DIRECTORS, PRESIDENT OF BOARD OF DIRECTORS, DIRECTOR/ DIRECTOR GENERAL, BOARD OF SUPERVISORS

ORGANIZATION STRUCTURE OF SHAREHOLDING COMPANY
2 December, 2017
Happy new year 2018
30 December, 2017

DEFINITIONS AND SOME NOTES ON: GENERAL ASSEMBLY OF SHAREHOLDERS, BOARD OF DIRECTORS, PRESIDENT OF BOARD OF DIRECTORS, DIRECTOR/ DIRECTOR GENERAL, BOARD OF SUPERVISORS

DEFINITIONS AND SOME NOTES ON: GENERAL ASSEMBLY OF SHAREHOLDERS, BOARD OF DIRECTORS, PRESIDENT OF BOARD OF DIRECTORS, DIRECTOR/DIRECTOR GENERAL, BOARD OF SUPERVISORS

GENERAL ASSEMBLY OF SHAREHOLDERS: includes all shareholders who are entitled to vote, and is the supreme decision-making body of a shareholding company

SOME FUNDAMENTAL RIGHTS AND OBLIGATIONS:
Adopting the development orientation of the company;
Making decision on the type of share and the total of share for each type which is entitled to be offered for sale; making decision on the annual dividend for each type of share;
Appointing and dismissing members of the Board of Directors and the Board of Supervisors;
Making decision on the company’s investment and the sale of the company’s asset having the value being equal or higher than 35% of the total assets stated in the lastest financial statement (except for the case that the Charter has different regulation);
Making decision on amending and supplementing the Company charter;
Approving annual financial statements;
Making decision on re-purchasing more than 10% of the total sold shares of each type;
Reviewing, handling violations of Board of Directors, Board of Supervisors that cause damages to the company and shareholders of the company;
Making decision on the company’s re-organization and dissolution;
Other rights and obligations stipulated in Enterprise Law and Company charter

SUMMON FOR THE GENERAL ASSEMBLY OF SHAREHOLDERS:
General Assembly of Shareholders takes place annually. Besides, there are irregular General Assembly of Shareholders meetings. The location of General Assembly of Shareholders must be in Vietnam. In case General Assembly of Shareholders is held in different locations at the same time, the defined venue is where the chairperson attends;
The annual General assembly of shareholders must be held within 04 months since the date of ending the fiscal year. The Agency for Business Registration can renew upon the request of the Board of Directors but it is not allowed to exceed 06 months since the date of ending the fiscal year;
Board of Directors must summon for an irregular General assembly of shareholders in the following cases:
– The Board of Directors thinks it necessary for the sake of the company;
– The number of the remaining members in the Board of Directors is less than that of the regulated ones;
– Upon the request of the shareholders or Group of shareholders as stipulated at clause 2 of Article 114 of the Enterprise Law;
– Upon the request of the Board of Supervisors;
– Other cases as stipulated in the legal regulations and the Company charter.
Board of Directors must summon for the General Assmebly of Shareholders within the time stipulated in Clause 4 Article 136 Enerprise Law;
In case Board of Directors fails to summon for General Assembly of Shareholders, members of Board of Directors shall take legal responsibilities for the amerging damages to the company .

CONDITIONS FOR SUMMONING GENERAL ASSEMBLY OF SHAREHOLDERS:
General Assembly of Shareholders will be carried out when at least 51% shareholders agree; The specific ratio will be stipulated in company charter;
In case first meeting is not qualified to be carried out as stipulated in clause 1 of this Article, the second meeting will be summoned within 30 days from the expected date of the first meeting except in the case that company charter has a different regulation. The second meeting of General Assembly of Shareholders will be carried out when at least 33% of shareholders agree; the specific ratio will be stipulated in company charter;
In case second meeting is not qualified to be carried out as stipulated in clause 2 of this Article, the third meeting will be summoned within 20 days from the expected date of the second meeting except in the case that company charter has a different regulation. In this case, the meeting of General Assembly of Shareholders is carried out regardless of the percentage of agreement by shareholders .

EFFECTIVENESS OF DECISIONS OF GENERAL ASSEMBLY OF SHAREHOLDERS:
Decisions of General Assembly of Shareholders become effective from the approving date of the effective date specified in such decisions;
General Assembly of Shareholders’ decisions passed with 100% of total shares with voting right are valid and effective even when the procedure of passing such decisions does not comply with regulations;
In case a shareholder or group of shareholders request Court or Arbitrator to terminate General Assembly of Sharholders’ decisions as stipulated in Article 146 of Enterprise Law, such decisions are still effective until Court or Arbitrator has different decisions, except in case of emergency decided by authorized agencies.

BOARD OF DIRECTORS: is the company’s management body, have the full right to make decision, fulfill the rights and obligations – which are not the authority of the General assembly of shareholders – on the behalf of the company.

SOME FUNDAMENTAL RIGHTS AND OBLIGATIONS:
Making decision on the medium-term development strategy and scheme as well as the company’s annual business plan;
Making recommendation on the type of share and the totat number of share to be offered for sale of each type;
Making decision on the sale of new share in the scope of the share amount which are entitled to be offered for sale of each type; making decision on the mobilization of more capital through other channels;
Making decision on the price of the company’s share and bond;
Making decision on the share repurchase as stipulated in clause 1 Article 130 Enterprise Law;
Making decision on the investment plan and project within the authority and limitation as stipulated in the Law;
Making decisions on methods on market development, marketing and technology;
Making decision on the adoption of the contracts of purchasing, selling, borrow, lending and other contracts have the value equal or higher than 35% of the total assets stated in the lastest financial statement, except for the case that the Charter has another ratio or value. This regulation is not applicable  for Contracts and transactions stipulated in point d clause 2 Article 135, clause 1 and clause 3 Article 162 in the Enterprise Law;

Appoint, dismiss President of Board of Directors; appoint, dismiss, , sign or terminate Contacts with Director/Director general and other important managers as stipulated in company charter; making decisions on salary and other benefits of such managers; assign authorized representatives to participate in Members Council or General Assembly of Shareholders in another company; making decisions on
compensations and benefits of such individuals;
Supervise, instruct Director/Director General and other managers in daily business activities of the company;
Making decision on the organization structure, the management regulation, the establishment of daughter company, branch, representative office, the capital contribution and purchasing share of other companies;
Adopting programs and documents serving for the General assembly of shareholders, summoning for the General assembly of shareholders, collecting ideas and opinions for the adoption of the General assembly of shareholders;
Submitting the annual financial statement to the General assembly of shareholders;
Making recommendation on the dividend payout ratio; making decision on the time-limit and the dividend payout procedures or handling the emerging loss in the business process;
Making recommendation on the re-organization, dissolution or requiring the company to go to bankcrupt;
Other rights and obligations stipulated in the Law and Company charter

TERMS AND NUMBER OF BOARD OF DIRECTORS’ MEMBERS:
Board of Directors has 03 to 11 members. The number of members on Board of Directors is regulated in company charter;
Term of Board of Directors’ members, independent members does not exceed 05 years and cannot be re-elected with unlimited number of terms. Number, specific time-limit of terms, number of Board of Directors’ members residing in Vietnam is stipulated in company charter;
In case terms of all Board of Directors’ members expire at the same time, such members continue to remain members of Board of Directors until new members are elected and take over the positions, except in case company charter has another regulation;
In case a shareholding company is organized in compliance with the regulation in point b clause 2 Article 134 Enterprise Law, all papers, transanstion of the company must clarify “independent members” in front of full names of corresponding members of Board of Directors;
Company charter stipulates specifically number, rights, obligations of, organization and coordination between members of Board of Directors

PRESIDENT OF BOARD OF DIRECTORS: Board of Directors elects a member of Board of Directors to be President. President of Board of Director can be Director/Director general of the company except in case stipulated in clause 2 Article 152 Enterprise Law and company charter, Law on Securities have different regulation.

RIGHTS AND OBLIGATIONS OF PRESIDENT OF BOARD OF DIRECTORS:
Prepare schemes, programs for Board of Directors;
Prepare programs, agenda, documents for meetings; summon for and chair Board of Directors’ meetings;
Organize approval and supervision of implementation of Board of Directors’ decisions;
Chair General Assembly of Shareholders, Board of Directors’s meetings;
Other rights and obligations stipulated in Law and company charter.

DIRECTOR/DIRECTOR GENERAL: Director/Director General executes daily business activities of the company; is appointed or hired by Board of Directors; is under the supervision of Board of Directors and takes responsibility in front of Board of Directors and legal responsibilities in terms of implementation of assigned rights and obligations.

RIGHTS AND OBLIGATIONS OF DIRECTOR/DIRECTOR GENERAL:
Making decision on the issues relating to the company’s daily business activities which do not need to have the Board of Directors’ decision;
Organizing the fulfillment of the Board of Directors’ decisions;
Organizing the fulfillment of business plan and investment strategy of the company;
Making recommendation on the company’s organization structure, internal management mechanism;
Supplementing the appointment, dismissal of the company’s management positions, except for the positions under the scope of the authority of the Board of Directors;
Making decision on the salary and grant (if any) for the company’s staff including the managers under the scope of the authority of the Director or Director-general;
Recruiting;
Making recommendation on the dividend payout plan and handling the risks emerging in the business transactions;
Other rights and obligations stipulated by Law, company charter and Board of Directors’ decisions.

BOARD OF SUPERVISORS: Board of Supervisors inludes 03 to 05 members, term of Supervisors cannot exceed 05 years and Supervisors can be re-elected with unlimited number of terms. Requirements and conditions for supervisors are stipulated in Article 164 Enterprise Law.

RIGHTS AND OBLIGATIONS OF BOARD OF SUPERVISORS:
Board of Supervisors supervises Board of Directors, Director/Director general in managing and executing the company’s activities; takes responsibility in front of General Assembly of Shareholders with all the assigned task;
Examining the appropriateness, legality, faithfulness and carefulness in the management and execution of the company’s business activities, the organizing of the company’s accounting, auditing and financial statement presentation;
Verificating the sufficiency, legality and faithfulness of business report, the annual and half-year financial statement, the analysis report of the Board of Directors’ management and submitting at the annual General assembly of shareholders;
Checking and evaluating the effectiveness and efficiency of internal auditing system, risk management system and warning system of the company;
Reviewing the accounting documents as well as other types of documents, the tasks relating to the company’s management and execution whenever considering this as necessary, upon the decision of the General assembly of shareholders or upon the request of the shareholders or the group of shareholders;
Making recommendation to the Board of Directors or the General assembly of shareholders on the solutions to amend, supplement and improve the management organization structure as well as the execution of the business activities;
Having the right to participate in discussion in General Assembly of Shareholders, Board of Directors’s meetings and other meetings;
Board of Supervisors is entitled to use the independent consultant to fulfill the assigned tasks. The Board of Supervisors can refer to the opinion of the Board of Directors before submitting the reports, conclusions and the recommendations to the General assembly of shareholders.