Chairperson of the Board of Directors

Article 152. Chairperson of the Board of Directors

accounting-services-in-vietnam21. The Board of Directors shall elect a member of the Board of Directors as the Chairperson. The Chairperson of the Board of Directors may concurrently hold the position of Director/General Director, except for the cases in Clause 2 of this Article and unless otherwise prescribed by regulations of law on securities and the company’s charter.

2. The Chairperson of the Board of Directors of any joint-stock company over 50% of voting shares are held by the State may not concurrently hold the position of Director/General Director.

3. The Chairperson of the Board of Directors has the following rights and obligations:

a) Formulate operation plans of the Board of Directors;

b) Prepare the agenda, contents, and documents of meetings; convene and chair meetings of the Board of Directors;

c) Organize the ratification of Resolutions of the Board of Directors;

d) Supervise the implementation of Resolutions of the Board of Directors;

dd) Chair meetings of the General Meeting of Shareholders and the Board of Directors;;

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

4. If the Chairperson of the Board of Directors is absent or is not able to fulfill his/her duties, the Chairperson shall authorize another member in writing to perform rights and obligations of the Chairperson of the Board of Directors in accordance with the company’s charter. In case no one is authorized , other members shall elect one of them as a temporary Chairperson of the Board of Directors under the majority rule.

5. Where necessary, the Chairperson of the Board of Directors shall hire a secretary to assist the Board of Directors and the Chairperson of the Board of Directors in performing their duties in accordance with law and the company’s charter. The company’s secretary has the following rights and obligations:

accounting-services-in-vietnam1a) Assist the convention of the General Meeting of Shareholders and meetings of the Board of Directors; making meeting minutes;

b) Assist Members of the Board of Directors in performing their rights and obligations;

c) Assist the Board of Directors in applying and implementing the company’s administration principles;

d) Assist the company in building shareholder relationships and protecting the lawful rights and interests of shareholders;

dd) Assist the company in fulfilling its obligation to provide information, disclose information and administrative procedures;

e) Perform other rights and obligations prescribed by the company’s charter.

6. The Chairperson of the Board of Directors may be dismissed under a decision of the Board of Directors.