The Board of Directors is a regulatory body of the company

1. The Board of Directors is a regulatory body of the company, has the power to, on behalf of the company, make decisions, perform the company’s rights and obligations beyond the competence of the General Meeting of Shareholders.

accounting-services-in-vietnam22. The Board of members has the following rights and obligations:

a) Decide the strategies, midterm development plans, and annual business plans of the company;

b) Propose types of shares and total authorized shares of each type;

c) Decide the sale of new shares within the amount of authorized shares of each type; decide to raise additional capital in other manners;

d) Decide selling prices of the company’s shares and bonds;

dd) Decide repurchases of shares according to Clause 1 Article 130 of this Law;

e) Decide investment plans and projects of investment within its competence and limits prescribed by law;

g) Decide solutions for market development, marketing, and technology;

h) Approve sale, loan, borrowing contracts, and other contracts of which the values are equal to or higher than 35% of the total asset value written in the latest financial statement of the company, unless another rate is prescribed by the company’s charter. This Point does not apply to the contracts and transactions mentioned in Point d Clause 2 Article 135, Clause 1 and Clause 3 Article 162 of this Law;

i) Elect, dismiss, discharge from duty the Chairperson of the Board of Directors; designate, dismiss, sign contracts, terminate contracts with the Director/General Director and other key managers prescribed by the company’s charter; decide salaries and other benefits of such managers; appoint representative to participate in the Board of members or the General Meeting of Shareholders of another company; decide the wages and other benefits of such persons;

k) Supervise, direct the Director/General Director and other managers to run the company’s everyday business operation;

l) Decide the organizational structure, rules and regulations of the company, establishment of subsidiaries, branches, representative office, capital contributions to or purchase of shares of other enterprises;

m) Approve the agenda and documents of the General Meeting of Shareholders, convene the General Meeting of Shareholders or carry out absentee voting for the General Meeting of Shareholders to ratify decisions;

accounting-services-in-vietnam1n) Submit annual financial statements to the General Meeting of Shareholders;

o) Propose the level of dividend payment; decide the deadline and procedures for dividend payment or settlement of losses incurred during the business operation;

p) Propose restructuring, dissolution, petition for bankruptcy of the company;

q) Perform other rights and obligations prescribed in this Law and the company’s charter.

3. The Board of Directors shall ratify decisions by voting at meetings, absentee voting, or another voting method prescribed by the company’s charter. Each member of Board of Directors has a vote.

4. While performing its functions, rights and obligations, the Board of Directors shall comply with law, the company’s charter, and Resolutions of the General Meeting of Shareholders.

In case a Resolution is ratified by the Board of Directors against the law or the company’s charter and thus causes damage to the company, every member that approves the ratification of such Resolution shall be jointly responsible for such Resolution and pay compensation for the company.

Members who object such Resolution shall not take responsibility. In this case, any shareholder that hold the company’s shares for at least 01 year shall be entitled to request the Board of Directors to suspend the implementation of such Resolution.