Công văn 2463/UBCK-QLCB

To: Public companies

Pursuant to the Law on Enterprises dated 2014, the State Securities Commission of Vietnam hereby requests public companies to apply the Circular No.121/2012/TT-BTC on public company administration dated July 26, 2012 by the Minister of Finance (hereinafter referred to as “Circular No.121/2012/TT-BTC “) in accordance with the Law on Enterprises dated 2014. To be specific:

I. With respect to the application of the Circular No.121/2012/TT-BTC

1. Involved persons mentioned in clause 1, Article 2 of the Circular No.121/2012/TT-BTC is construed  as to clause 34, Article 6 of the Law on Securities and clause 17, Article 4 of the Law on Enterprises.

2. The right to participate in the General Assembly of Shareholders shall be consistent with that in clause 4, Article 6 of the Circular No.121/2012/TT-BTC and the Law on Enterprises.

3. The President of the Board of Directors shall not concurrently hold the title of Director General (Director) of the same public company as stipulated in clause 3, Article 10 of the Circular No.121/2012/TT-BTC and clause 2, Article 52 of the Law on Enterprises.

4. The undersigned of minutes of meetings of the Board of Directors mentioned in clause 2, Article 15 of the Circular No.121/2012/TT-BTC is prescribed in point i, clause 1, Article 154 of the Law on Enterprises.

5. Salaries of Members of the Board of Director shall be included in the annual financial statement as prescribed clause 3, Article 16 of the Circular No.121/2012/TT-BTC and clause 3 of the Law on Enterprises.

6. Requirements for members of the Control Board shall be conformable to Article 18 of the Circular No.121/2012/TT-BTC and Article 164 of the Law on Enterprises.

7. Requirements for the Chief of the Control Board shall be conformable to provisions of clause 2, Article 19 of the Circular No.121/2012/TT-BTC and clause 2, Article 163 of the Law on Enterprises.

8. The announcement of relevant benefits shall be carried out in accordance with Article 23 of the Circular No.121/2012/TT-BTC and Article 159 of the Law on Enterprises.

9. Transactions carried out by parties stipulated in clause 3, Article 24 of the Circular No.121/2012/TT-BTC shall conform to clause 5, Article 113, and clause 1, Article 115 of the Law on securities and clause 17, Article 4 of the Law on Enterprises.

II. With respect of the model charter issued together with the Circular No.121/2012/TT-BTC

1. The value of traded assets within the administration  of the General Assembly of Shareholders stipulated in point m, clause 2, Article 14 of the model charter shall be conformable to that in point Article, clause 2, Article 5 of the Law on Enterprises.

2. The list of shareholders having the right to attend General meetings of Shareholders stipulated in point a, clause 2, Article 17 of the model charter shall be compiled in accordance with the clause 1, Article 137 of the Law on Enterprises.

3. The invitation to the General Meeting of shareholders prescribed in clause 3, Article 17 of the model charter shall be consistent with provisions in Article 39 of the Law on Enterprises.

4. Conditions for convening General meetings of shareholders prescribed in Article 18 of the model charter shall be conformable to that in Article 141 of the Law on Enterprises.

5. Decisions by the General Assembly of shareholders prescribed in Article 20 of the model charter shall be ratified in accordance with Article 144 of the Law on Enterprises.

6. The Resolution of the General Meeting of Shareholders prescribed in article 21 of the model charter shall be ratified by written vote in accordance with clause 4, Articles 144 and 145 of the Law on Enterprises.

7. Minutes of General Meetings of shareholders prescribed in Article 22 of the model charter shall be submitted to shareholders in accordance with clause 3, Article 146 of the Law on Enterprises.

8. The President of the Board of Directors prescribed in clause 1, Article 26 of the model charter shall not concurrently hold the title of Director General (Director) of the same public company as stipulated in clause 3, Article 10 of the Circular No.121/2012/TT-BTC and clause 2, Article 52 of the Law on Enterprises.

9. The time limits for convening meetings of the Board of Directors after it is requested as prescribed in clause 4, Article 2 of the model charter shall be conformable to clause 5, Article 15 of the Law on Enterprises.

10. The invitation to meetings of the Board of Directors prescribed in clause 7, Article 27 of the model charter shall conform to provisions in clause 6, Article 153 of the Law on Enterprises.

11. Requirements for the Chief of the Control Board and it members stipulated in clause 1, Article 32 of the model charter shall be conformable to provisions of Article 18 of the Circular No.121/2012/TT-BTC and clause 2, Articles 163  and 164 of the Law on Enterprises.