Thông tư 121/2012/TT-BTC

CIRCULAR

PRESCRIBING THE COMPANY MANAGEMENT APPLICABLE TO PUBLIC COMPANIES

Pursuant to the Law on Government organization No. 32/2001/QH10 on December 25, 2001;

Pursuant to the Law on Enterprise No. 60/2005/QH10 on November 29, 2005;

Pursuant to the Law on Securities No. 70/2006/QH11 on June 29, 2006;

Pursuant to the Law on amending and supplementing a number of articles of the Law on Securities No. 62/2010/QH12 on November 24, 2010;

Pursuant to the Government's Decree No. 102/2010/NĐ-CP on October 01, 2010 guiding the implementation of the Law on Enterprise;

Pursuant to the Government's Decree No. 118/2008/NĐ-CP of November 27, 2008 on defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Director of the State Securities Commission, the Minister of Finance promulgates the Circular on the company management applicable to public companies as follows:

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular specifies the company management applicable to public companies

Article 2. Interpretation of terms

In this Circular, the following terms are construed as follows:

1. Relevant persons are individuals or organizations specified in Clause 34 Article 6 of the Law on Securities.

2. Non-executive members of the Board of Directors are members of the Board of Directors that are not the Director (General Director), Deputy Director (Deputy General Director), Chief accountant and other managers designated by Board of Directors.

3. Independent members of the Board of Directors are members of the Board of Directors that satisfy the following conditions:

- Not being a non-executive member of the Board of Directors and not related to the Director (General Director), Deputy Director (Deputy General Director), Chief accountant and other managers designated by Board of Directors.

- Not being a member of the Board of Directors, the Director (General Director), Deputy Director (Deputy General Director) of subsidiary companies, associate companies, or controlled by public companies;

- Not being a major shareholder or the representative of the major shareholder, or the relevant person of the major shareholder of the company

- Not working for organizations that provide legal consulting or audit services of the company within the previous two (02) years;

- Not being the partner or the relevant person of the partner of whom the value of transaction with the company account for at least 30% of the total revenue, or the total value of goods and services purchased by the company within the previous two (02) years.

Chapter II

SHAREHOLDERS AND GENERAL ASSEMBLY OF SHAREHOLDERS

Article 3. Rights and obligations of shareholders

1. Shareholders have all rights and obligations as prescribed by the Law on Enterprise, relevant documents, the Company’s charter, especially:

a)The right to transfer the shares paid and recorded in the shareholder book of the company, except for the case of restricted transfer as prescribed by law, the company’s charter or the decision of the General assembly of shareholders;

b) The right to fair treatment. Each shares of the same kind bring the shareholders equal rights, obligations and interests. If the company has preferential shares, the rights and obligations attached to such preferential shares must be announced to the shareholders and approved by General assembly of shareholders;

c) The right to be notified of periodic and irregular information about the company’s operation;

d) The rights and obligations to attend the meetings of General assembly of shareholders and to vote directly or via a representative, or to do distance voting;

dd) The priority to purchase new shares proportionally to the share being held.

2. The shareholders are entitled to protect their lawful interests. In case the decisions made by the General assembly of shareholders or the Board of Directors are not lawful or violate the fundamental interests of shareholders as prescribed by law, shareholders are entitled to request the cancellation of such decisions under the procedures prescribed by law.  In case such decisions causes damage to the company, then the Board of Directors, the Control Board, the Executive Director (General Director) must pay compensation to the company within their scope of responsibility. Shareholders are entitled to claim compensation from the company as prescribed by law.

Article 4. Responsibility of major shareholders

1. Major shareholders must no take advantage to cause damage to the rights and interests of the company and other shareholders.

2. Shareholders are responsible for disclosing information as prescribed by law.

Article 5. The company’s charter

1. The company’s charter must not contradict the Law on Enterprise and relevant documents.

2. Public companies shall refer to the Charter sample in the Annex of this Circular to draw up their own charter.

Article 6. Annual and irregular General assembly of shareholders

1. Public companies must formulate and announce the procedures for convening and voting at General assembly of shareholders as prescribed by the Law on Enterprise, relevant legal documents and the company’s charter, including the following contents:

a) The closing of the list of shareholders entitled to attend General assembly of shareholders;

b) The announcement of the General assembly of shareholders;

c) The method of registering for attending General assembly of shareholders

d) The voting method;

dd) The method of vote counting. For sensitive issues and at the request from shareholders, the public company must appoint an independent organization to collect and count the votes.

e) The announcement of the voting result;

g) The method for challenging the decisions from the General assembly of shareholders;

h) Making the minutes of the General assembly of shareholders;

i) Announcing the decisions of the General assembly of shareholders to the public;

k) Other issues

2. public companies must comply with the procedures for convening the General assembly of shareholders as prescribed by law, by the company’s charter and by their internal regulations. Public companies must disclose the information about the closing of the list of shareholders entitled to attend General assembly of shareholders at least five (05) days before closing the list; Public companies must not restrict the shareholders from attending the General assembly of shareholders and must facilitate the shareholders’ authorizing their representatives to attend the General assembly of shareholders, or voting by registered letters at their requests. Public companies must guide the procedures for authorizing and make the Letter of attorney for their shareholders as prescribed.

3. The Board of Directors or the General assembly of shareholders convener shall set the agenda, arrange the location and time reasonable for discussing and voting each issue in the General assembly of shareholders meeting.

4. Public companies must apply as much as possible the modern information technology so that their shareholders may attend the General assembly of shareholders easily, including guiding the distance voting, or voting via online meetings of General assembly of shareholders.

5. Public companies must hold the annual General assembly of shareholders as prescribed by the Law on Enterprise. The annual General assembly of shareholders must not be held in form of getting the shareholders’ opinion in writing.

6. Public companies shall specify the principles, contents, and procedures for getting the shareholders' opinion in writing in their company’s charter or their internal regulations in order to pass the decisions made by General assembly of shareholders. if the opinion is made in writing, the public company must completely send and announce the documents, make sure that their shareholders have enough time to read the documents before sending them votes similarly to the General assembly of shareholders.

Article 7. Reports on the operation of annual General assembly of shareholders

The report on the operation of annual General assembly of shareholders must include the following contents:

- The assessment of the company’s operation in the fiscal year;

- The operation, wages, and cost of the Board of Directors and each member of the Board of Directors;

- The summary of the meetings of the Board of Directors and the decisions of the Board of Directors;

- The results of the supervision over the executive Director (General Director);

- The results of the supervision over other managers;

- The future plans.

Article 8. The reports on the operation of the Control Board at the annual General assembly of shareholders

The reports on the operation of the Control Board at the annual General assembly of shareholders must include the following contents:

- The operation, wages and cost of the Control Board and each member of the Control Board;

- The summary of the meetings of the Control Board and the decisions of the Control Board;

- The assessment of the company’s operation and finance;

- The results of the supervision over the members of the Board of Directors, the  executive Director (General Director), and other managers;

- The reports on the cooperation between the Control Board and the Board of Directors, Director (General Director), and the shareholders.

Chapter III

MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF DIRECTORS

Article 9. Candidacy and nomination to members of the board of directors

1. The information related to the Board of Directors candidates (in case the candidates are chosen) must be announce at least seven (07) days before convening the General assembly of shareholders on the company’s website so that the shareholders may study those candidates before voting. The information about the Board of Directors candidate must include:

- The full name and date of birth;

- The professional qualifications;

- The career;;

- The names of companies of which they are the members of the Board of Directors and other managing positions;

- The interests related to the company (if any);

- Other information (if any).

2. The Board of Directors candidates must make written commitments on the accuracy and reasonability of the information announced, and must promise to truthfully fulfill the duties if they are elected as the members of the Board of Directors.

3. The shareholders that have held voting shares for at least six (06) consecutive months at the time of closing the list of attending shareholders are entitled to aggregate their voting rights to vote for the Board of Directors candidates. The nomination of Board of Directors candidate by aggregating the voting rights must comply with the law provisions and the company’s charter.

4. In case the number of the Board of Directors candidates is not enough after nomination and candidacy, the Board of Directors may nominate more candidates or organize the nomination as prescribed in the company’s charter and internal regulations. The mechanism of nomination for the Board of Directors must be clearly announced, and must be approved by the General assembly of shareholders before the nomination.

5. The public company shall specify and guide the shareholders to vote for members of the Board of Directors by aggregating votes.

Article 10. The Board of directors membership

1. Members of the Board of Directors are not subjects banned from being members of the Board of Directors by laws and the company’s charter. Members of the Board of Directors may not be the company’s shareholders.

2. Public companies need to avoid the members of the Board of Directors holding multiple managing positions in the company to ensure the independence of the Board of Directors.

3. The President of Board of Directors must not concurrently hold the post of executive Director (General Director) unless this situation is approved at the annual General assembly of shareholders.

Article 11. The composition of the Board of directors

1. The number of members of the Board of Directors is from three (03) to eleven (11). The Board of Directors needs the balance of the members experienced in laws, finance, and the business line of the company.

2. The Board of Directors need the balance of the executive and non-executive members, at least one third (1/3) thereof must be non-executive members of the Board of Directors.

3. If a member loses his/her membership as prescribed by laws and the company’s charter, or is dismissed, or is not able to be a member of the Board of Directors for some reason, the Board of Directors may temporarily designate another person as a member of the Board of Directors as prescribed in the company’s charter. The voting of new members of the current Board of Directors must be carried out at the nearest General assembly of shareholders.

Article 12. The rights of members of the Board of Directors

Members of the Board of Directors have all the rights prescribed  by the Law on Enterprise, the relevant legal documents and the company’s charter, especially the right to receive information and documents about the finance and operation of the company and the units in the company.

Article 13. Responsibility and obligations of members of the Board of Directors

1. Members of the Board of Directors must fulfill their responsibility and obligations as prescribed by the Law on Enterprise and relevant legal documents.

2. Members of the Board of Directors must fulfill their duties truthfully, carefully in the best interest of the shareholders and the company.

3. Members of the Board of Directors must attend all the Board of Directors meetings and give opinion about the issues discussed.

4. Members of the Board of Directors must announced the wages that they receive from the subsidiary companies, associate companies and other organizations of which they are the representatives of the contributed capital of the company.

5. Members of the Board of Directors and relevant persons must report their transactions in the company’ share to the State Securities Commission and disclose the information about such transactions as prescribed by law.

6. Public companies may purchase responsibility insurance for members of the Board of Directors after obtaining the approval from General assembly of shareholders. This insurance does not cover the responsibilities of members of the Board of Directors related to the violations of laws and the company’s charter.

Article 14. Responsibility and obligations of the Board of Directors

1. The Board of Directors must fulfill their responsibility and obligations as prescribed by the Law on Enterprise and relevant legal documents.

2. The Board of Directors must be responsible to the shareholders for the company’ operation.

3. The Board of Directors must ensure that the company’s operation is in compliance with laws, the company’s charter and internal regulation, must treat the shareholders fairly and respect the interests of the persons that are related to the company.

4. The Board of Directors shall formulate the procedures for nominating, self-nominating, voting, dismissing members of the Board of Directors, and the procedures for holding the Board of Directors meetings including the following primary contents:

a) The procedures for nominating, self-nominating, voting, dismissing members of the Board of Directors:

- The standards of members of the board of directors;

- The methods for nominating and self-nominating to the Board of Directors of shareholders and groups of share holders as prescribed by laws and the company’s charter;

- The method for voting members of the Board of Directors;

- The cases of dismissing members of the Board of Directors;

- The notification about voting or dismissing members of the Board of Directors;

b) The procedures for holding the Board of Directors meetings.

- The announcement of the Board of Directors meetings (including the agenda, time, place, relevant documents, and votes for members of the Board of Directors that are not able to attend);

- The conditions for holding the Board of directors meetings;

- The voting method;

- The method for passing the Resolutions of the Board of Directors;

- The meeting minutes of the Board of Directors meetings;

- The announcement of the Resolutions of the Board of Directors;

5. The Board of Directors shall formulate the procedures for selecting, designating, and dismissing managers, and the procedures for cooperating among the Board of Directors, Control Board, executive Director (General Director), including the following primary contents:

a) Procedures for selecting, designating and dismissing senior managers:

- The criteria for selecting senior managers;

- The designation of senior managers;

- The labor contract conclusion with senior managers;

- The cases of dismissing senior managers;

- The announcement of designation and dismissal of senior managers.

b) The procedures for cooperating between the Control Board, the Board of Directors, and the executive Director (General Director):

- b) The procedures for convening meetings, writing meetings minutes among the Control Board, the Board of Directors, and the executive Director (General Director):

- The announcement of the Resolutions of the Board of Directors to the Control Board and the executive Director (General Director);

- The cases when the executive Director (General Director) and the Control Board request to hold the Board of Directors meetings, and the issues that need to obtain the opinion from the Board of Directors;

- The reports made by executive Director (General Director) sent to the Board of Directors on the fulfillment of the duties and authority delegated;

- The review of the executive Director’s (General Director's) implementing the Resolutions of and other authorization issues of the Board of Directors;

- The issues that the executive Director (General Director) must report. The methods for informing the Board of Directors and Control Board;

- The cooperation in control, management, and supervision among the members of the Board of Directors, members of the Control Board, and executive Director (General Director) in accordance with their specific duties.

6. The Board of Directors must formulate the mechanism of assessment, commendation and disciplinary actions applicable to members of the Board of Directors, executive Director (General Director), and other managers.

7. The Board of Directors must report their operation at the General assembly of shareholders as prescribed in Article 7 of this Circular.

Article 15. The meetings of the Board of directors

1. The Board of Directors must hold meetings in accordance with the company’s charter and internal regulations. The Board of Directors meetings, the agenda and relevant documents must be notified in advance to members of the Board of Directors within the prescribed time.

2. The minutes of the Board of Directors meetings must be meticulously and clearly made. The secretary and members of the Board of Directors attending the meeting must sign on the meeting minutes. The Board of Directors meeting minutes must be kept as prescribed by law and the company’s charter.

Article 16. The wages of the Board of directors

1. The wages of the Board of Directors must be approved by the General assembly of shareholders every year and announced as prescribed

2. If a member of the Board of Directors concurrently hold the managerial positions of the company and the subsidiary companies, the wages announced must include the salaries and bonus attached to the managerial positions and other wages.

3. The wages, other benefits and expenses paid and allotted to members of the Board of Directors must be declared in details in the annual reports of the company.

Chapter IV

MEMBERS OF THE CONTROL BOARD AND THE CONTROL BOARD

Article 17. Candidacy and nomination to members of the Control Board

The candidacy and nomination to the Control Board is similar to the candidacy and nomination to the Board of Directors prescribed in Clause 1, 2, 3 and 5 Article 9 of this Circular, unless otherwise prescribed by the company’s charter.

In case the number of the Control Board candidates is not enough after nomination and candidacy, the current Control Board may nominate more candidates or organize the nomination as prescribed in the company’s charter. The mechanism of nomination for the current Control Board must be clearly announced, and must be approved by the General assembly of shareholders before the nomination.

Article 18. The Control Board membership

1. Members of the Control Board are not subjects banned from being members of the Control Board by laws and the company’s charter. Members of the Control Board must be experienced and qualified. Members of the Board of Directors may not be the company’s shareholders.

2. Members of the Control Board must not work in the accounting, finance department, or members/employees of another independent audit company that audits the company’s Financial statements.

Article 19. The Control Board composition

1. The number of members of the Control Board is from three (03) to five (05) persons. At least one of the members of the Control Board is an accountant or auditor.

2. The Chief of the Control Board must be qualified for accounting.

Article 20. The right to access information of members of the Control Board

1. Members of the Control Board may access all the information and documents related to the company’s operation. The members of the Board of Directors, the executive Director (General Director), and other managers are responsible for providing information at the request of the members of the Control Board;

2. Public companies shall formulate the mechanism to support the members of the Control Board in operating and fulfilling their duties efficiently in accordance with law provisions and the company’s charter.

Article 21. Responsibility and obligations of the Control Board

1. The Control Board is responsible before the company’s shareholders for their supervision. The Control Board is responsible for supervising the company's finance, the legitimacy in the operation of the members of the Board of Directors, executive Director (General Director), and other managers, the cooperation between the Control Board, the Board of Directors, Director (General Director), and the shareholders, and other duties as prescribed by law and the company’s charter in order to protect the lawful interests of the company and its shareholders.

2. The Control Board must hold meetings at least twice a year. The number of members attending the meetings must account for at least two third (2/3) of the total number of Control Board members. The Control Board meeting minutes must be made meticulously and clearly. The secretary and members of the Control Board attending the meeting must sign on the meeting minutes. The Control Board meeting minutes must be kept to determine the responsibilities of each member of the Control Board.

3. In the Control Board meetings, the Control Board is entitled to request the answers from the members of the Board of Directors, the executive Director (General Director), the internal auditors (if any) and independent auditors to the issues about which the Control Board is concerned.

4. When the Control Board detects acts of violations of laws of the company’s charter committed by members of the Board of Directors, executive Director (General Director) or other managers, the Control Board must notify the Board of Directors in writing within forty eight (48) hours and request the violators to stop such violations and take remedial measures. Within seven (07) days as from being notified, if the violators fail to stop the violations and take remedial measures, the Control Board must report the case to the State Securities Commission.

5. The Control Board is entitled to select, and request the General assembly of shareholders to approve, independent audit organizations to audit the public company’s Financial statements.

6. The Control board must send reports to the annual General assembly of shareholders as prescribed in Clause 8 of this Circular.

Article 22. The wages of the Control board

The members of the Control board shall receive wages for fulfilling the duties of the Control Board every year. The wages of members of the Control board must be approved by the General assembly of shareholders. The total wages, other benefits and expenses paid and allotted to members of the Control Board must be announced in details in the annual reports of the company, and notified to its shareholders.

Chapter V

PREVENTION OF DISPUTE OVER INTERESTS

Article 23. The responsibility for avoiding dispute over interests of the members of the Board of Directors, the Control Board, the executive Director (General Director), and other managers;

1. The members of the Board of Directors, the Control Board, the executive Director (General Director), and other managers must announce their relevant interests as prescribed by the Law on Enterprise and relevant legal documents.

2. The members of the Board of Directors, the Control Board, the executive Director (General Director), other managers and persons related to these members must not take the business opportunities that may be beneficial to the company in the interests of their own/ or of other organizations or individuals.

3. The members of the Board of Directors, the Control Board, the executive Director (General Director), and other managers must notify the Board of Directors of the transactions between the company, subsidiary companies, companies controlled by the public company and those members or people related to those members as prescribed by law. Public companies must disclose the information about the Resolutions of the General assembly of shareholders or of the Board of Directors through the transactions stated above within twenty four (24) hours on their websites and send reports to the State Securities Commission.

4. The company must not grant the loans or guarantees to the members of the Board of Directors, the Control Board, the executive Director (General Director), other managers, and persons related to these members, unless otherwise decided by the General assembly of shareholders.

5. The members of the Board of Directors must not vote for the transactions in which they, or persons related to them, participate, including the transactions of which the material or non-material interests of members of the Board of Directors  are not identified. The transactions stated above must be announced in the company’s annual reports.

6. The members of the Board of Directors, the Control Board, the executive Director (General Director), other managers, and persons related to these members must not use the information that is not allowed to be disclosed, or reveal such information to other persons for making relevant transactions.

Article 24. Transactions with relevant persons

1. When making transactions with relevant persons, public companies must sign written contracts on the principle of equality and voluntarism. The contract content must be clear, specific, and the information must be provided for shareholders at their request.

2. Public companies must take necessary measures for preventing relevant persons interfering the company’s operation and causing damage to the company’s interest by controlling the sale channels or prices

3. Public companies must take necessary measures for preventing shareholders and relevant persons to make transactions that cause losses of capital, assets, or other resources of the company. Public companies must not grant loans or guarantees to their shareholders and relevant persons.

Article 25. Protect the lawful interests of the parties that are related to the company.

1. Public companies must respect the lawful interests of the parties that are related to the company including the banks, the creditors, the employees, the consumers, the suppliers, the community and other persons of whom the interests are related to the company.

2. Public companies must actively cooperate with the persons of whom the interests are related to the company by:

a) Providing necessary information for the banks and the creditors so that they may assess the company’s operation and finance then make decisions;

b) Encourage them to give opinion on the business, the finance and the crucial decisions related to their interests via the Board of Directors, the Control Board, or the executive Director (General Director).

3. Public companies must comply with the provisions on labor, environment, and must conduct responsibly.

Chapter VI

INFORMATION DISCLOSURE AND REPORT

Article 26. Obligation to disclose information

1. Public companies must completely, accurately and promptly disclose the periodic and irregular information about their business, production, finance and management to their shareholders and the public. The information and methods of information disclosure must comply with laws and the company’s charter. Besides, public companies must completely, accurately and promptly disclose other information if such information may possibly affect the securities prices, and the decisions of shareholders and investors.

2. The information must be disclosed using the methods that ensure the equitable access for shareholders and investors. The language used in information disclosure must be clear, comprehensible and avoid the misinterpretation of shareholders and investors.

Article 27. Disclosing information about the company management

1. Public companies must disclose the information about the company management at the annual General assemblies of shareholders and in the annual reports of the company as prescribed by law provisions on securities and the securities market.

2. Public companies must report every six (06) months and disclose the information about the company management as prescribed by law provisions on securities and the securities market.

Article 28. The responsibility for reporting and disclosing information of the members of the Board of Directors, the Control Board, and the executive Director (General Director):

Apart from the responsibilities prescribed in Article 23 of this Circular, the members of the Board of Directors, the Control Board, and the executive Director (General Director)are responsible for reporting and disclosing information about the transactions in the following cases:

1. The transactions between the company and another company of which the founders or the members of the Board of Directors, the executive Director (General Director) within the previous three (03) years are the members stated above.

2. The transactions between the company and another company in which the members stated above are the members of the Board of Directors, the executive Director (General Director), or major shareholders.

3. The transactions that may bring material or non-material interests to the members stated above.

Chapter VII

LARGE-SCALE PUBLIC COMPANIES AND LISTED COMPANIES

Article 29. The application of company management to large-scale public companies and listed companies

1. The companies not satisfying the conditions for large-scale public companies and not being listed companies do not have to implement this Chapter.

2. When becoming a large-scale public company, the public company must send report to the State Securities Commission and disclose information as prescribed.

3. Large-scale public companies must have specific plans for implementing this Chapter. Large-scale public companies must comply with this Chapter within one (01) year as from becoming large-scale public companies.

Article 30. Members of the Board of Directors

1. The Board of Directors of a large-scale public company or a listed company must have five (5) to eleven (11) members.

2. The Board of Directors need the balance of the executive members and independent members, at least one third (1/3) thereof must be independent members of the Board of Directors.

3. A member of the Board of Directors of a company must not concurrently be a member of the Board of Directors of another company for more than five (05) years, unless the he/she is a member of the Board of Directors of the companies in the same corporation or in the same group of companies, including the parent company and subsidiary companies, or a representative of a fund management company, or a securities investment company.

Article 31. Internal regulation on the company management

1. The Board of Directors is responsible for formulating the internal regulation on the company management. The internal regulation on the company management must not contradict the current provisions on company management. The internal regulation must be announce on the company’s website.  The internal regulation on the company management includes:

a) The procedures for convening the General assembly of shareholders and voting at the General assembly of shareholders;

b) The procedures for nominating, self-nominating, voting, dismissing members of the Board of Directors;

c) The procedures for holding Board of Directors meetings;

d) Procedures for selecting, designating and dismissing managers;

dd) The procedures for cooperating between the Control board, the Board of Directors, and the executive Director (General Director):

e) The provisions on annual assessment, commendation and disciplinary actions applicable to members of the Board of Directors, members of the Control board, and the Director (General Director), and other managers;

g) The procedures for establishing and operating the sub-departments of the Board of Directors.

Article 32. The sub-departments of the Board of directors

1. The Board of Directors must establish sub-departments to support its operation, including the sub-department of development policy, the sub-department of personnel, the sub-department of salaries and commendations, and other special sub-departments under the Resolutions of the General assembly of shareholders.

2. The chiefs of the sub-department of personnel and the sub-department of salaries and commendations must be members of the Board of Directors.

3. The Board of Directors shall specify the establishment and responsibilities of the sub-departments and their members.

4. If the company does not establish sub-departments, then the Board of Directors shall designate independent members of the Board of Directors to be in charge of issues such as salaries, commendation, or personnel.

Article 33. The company’s secretary

1. In order to facilitate the company management, the Board of Directors must appoint at least one person as the secretary. The company’s secretary must have understanding of laws. The company’s secretary must not concurrently work for an audit company that audits the company’s Financial statements.

2. The company’s secretary’s duties include:

- Preparing the meetings of the Board of Directors, the Control Board and the General assembly of shareholders at the request from the Board of Directors or the Control Board;

- Giving advices about the procedures of the meetings;

- Attending the meetings;

- Ensuring the conformity of Resolutions of the Board of Directors with laws;

- Providing financial information, the copies of the Board of Directors meeting minutes and other information for members of the Board of Directors and members of the Control board.

3. The company’s secretary are responsible for the confidentiality of the information as prescribed by laws and the company’s charter.

Article 34. Training in the company management

The members of the Board of Directors, the Control Board, and the executive Director (General Director), and the secretary of a public company must attend the training courses on company management at training institutions accredited by the State Securities Commission.

Article 35. Independent auditors’ attending the General assembly of shareholders

Auditors of representatives of an audit company must be invited to annual General assembly of shareholders so that they can give opinion at the General assembly of shareholders about the issues related to the Annual financial statements in case the Audit reports contain the crucial exceptions.

Chapter VIII

SUPERVISION AND HANDLING OF VIOLATIONS

Article 36. Supervisions

Public companies, and relevant organizations and individuals must subject to the supervision over the company management from the State Securities Commission and other competent agencies as prescribed by law.

Article 37. Handling violations

Public companies, and relevant organizations and individuals that commit violations or omit to implement this Circular are liable to administrative sanctions or liable to criminal prosecution depending on the nature and extent of violations as prescribed by law.

Chapter IX.

ORGANIZING THE IMPLEMENTATION

Article 38. Organizing the implementation

1. This Circular takes effect on September 17, 2012 and supersedes the Minister of Finance’s Decision No. 12/2007/QĐ-BTC on March 13, 2007 promulgating the Regulation on company management applicable to companies listed at the Stock Exchange and Securities trading centers, the  Minister of Finance’s Decision No. 15/2007/QĐ-BTC on March 19, 2008 promulgating the Charter sample applicable to companies listed at the Stock Exchange and Securities trading centers. The provisions in Article 5, Article 6, Article 10, Article 11, Article 16, Article 17, Article 18, Article 19, Article 30, Article 31, Article 32, Article 35 shall takes effect at the annual General assembly of shareholders 2013.

2. The State Securities Commission, the Stock Exchange, public companies, and relevant organizations and individuals are responsible for implementing this Circular./.