Question:

Please indicate the regulations on convening the General Meeting of Shareholders of the joint stock company?

Answer:

The convening of the General Meeting of Shareholders can be divided into two cases, including (1) convening the Annual General Meeting of Shareholders and (2) convening the Extraordinary General Meeting of Shareholders.

In case of convening the Annual General Meeting of Shareholders:

As stipulated in Clause 1, Clause 2, Article 136 of the Law on Enterprises, the Annual General Meeting of Shareholders shall be held once a year. Apart from annual general meetings, extraordinary general meetings may be held. The General Meeting of Shareholders must be held within Vietnam’s territory. If the General Meeting of Shareholders is held at multiple locations at the same time, the location of the General Meeting of Shareholders shall be the place where the chair is present. An annual general meeting shall be held within 04 months from the end of the fiscal year. At the request of the Board of Directors, the business registration authority may extend this deadline. Nevertheless, the time limit shall not exceed 06 months from the end of the fiscal year.

The Annual General Meeting of Shareholders shall discuss and ratify the following issues:

 a) The company’s annual business plan;

b) The annual financial statement;

c) Report of the Board of Directors on business administration and performance of the Board of Directors and each member thereof;

d) Report of the Control Board on the company’s business outcome, performance of the Board of Directors, Director/General Director;

e) Self-assessment report of the Control Board and each Controller;

g) Level of dividend on each share of each type;

h) Other issues within the competence of the General Meeting of Shareholders.

In case of convening the Extraordinary General Meeting of Shareholders:

As stipulated in Clause 3, Article 136 of the Law on Enterprises, the Board of Directors shall convene a extraordinary General Meeting of Shareholders in the following cases:

a) The meeting is deemed necessary for the company’s interests;

b) The number of remaining members of the Board of Directors, the Control Board is smaller than the minimum number prescribed by law;

c) The meeting is requested by the shareholder or group of shareholders mentioned in Clause 2 Article 144 of this Law;

d) At the request of the Control Board;

e) Other cases prescribed by law and the company’s charter.

If the Board of Directors does not convene the General Meeting of Shareholders in accordance with regulations, within 30 days, the Control Board shall convene the General Meeting of Shareholders in accordance with the provisions of this Law. .

If the Control Board fails to convene the General Meeting of Shareholders in accordance with regulations, the shareholder or group of shareholders as stipulated in Clause 2, Article 114 of the Law on Enterprises shall have the right to represent the company to convene the General Meeting of Shareholders in accordance with regulations.

The convener of the General Meeting of Shareholders shall perform the following tasks:

a)   Make a list of shareholders entitled to attend the meeting;

b)  Provide information and settle complaints about the list of shareholders;

c)   Prepare the program and agenda of the meeting;d)  Prepare documents for the meeting;

e)   Draft Resolutions of the General Meeting of Shareholders according to the intended contents of the meeting; compile the list and descriptions of candidates for the Board of Directors and the Control Board;

f)    Determine the time and location of the meeting;g)  Send invitations to every shareholders entitled to attend the meeting as prescribed in this Law;

h)  Perform other tasks serving the meeting.