Discharge and dismissal of members of the Board of members

Article 93. Discharge and dismissal of members of the Board of members

bookkeeping-vinasc31. The Chairperson and a member of the Board of members shall be discharged from his/her position if such person:

a) fails to satisfy the standards and requirements in Article 92 of this Law;

b) tenders a resignation and the resignation is accepted in writing by the representative agency;

c) receives a decision on resignation or retirement;

d) is not capable of the given tasks or legally incompetent;

dd) is not healthy enough or does not have sufficient prestige to hold the position of member of the Board of members.

2. The Chairperson and a member of the Board of members shall be dismissed in the following cases:

a) The company fails to achieve annual targets; fails to maintain and develop capital at the request of the representative agency without justifiable explanation or the explanation that is accepted by the representative agency.

b) The person is prosecuted and is declared guilty by the Court;

c) The person is not honest during the performance of his/her rights and duties; abuses of power or position; uses the company’s property for self-seeking purpose or serve the interests of another entity; provide false information about the company’s business outcomes.

3. Within 60 days from the day on which the decision on dismissal or discharge is issued, the representative agency shall consider appointing another person.

Article 94. Chairperson of the Board of members

1. The Chairperson of the Board of members shall be designated by the representative agency. The Chairperson of the Board of members must not concurrently hold the position of Director/General Director of the company or other enterprises.

2. The Chairperson of the Board of members has the following rights and obligations:

a) Build up quarterly and annual operation plans of the Board of members;

b) Prepare agenda, documents serving the meeting, or absentee voting of the Board of members;

c) Convene and chair meetings of the Board of members or carry out the absentee voting;

bookkeeping-vinasc1d) Organize the implementation of Resolutions of the representative agency and the Board of members;

dd) Organize supervision, directly supervise and assess achievements of strategic targets, the company’s performance, the Director’s or General Director’s performance;

e) Provide, disclose information about the company in accordance with law; take responsibility for the sufficiency, accuracy, truthfulness, and systematicness of the information disclosed;

g) Perform other rights and obligations prescribed by this Law, relevant regulations of law, and the company’s charter.

3. Apart from the cases mentioned in Article 93 of this Law, the Chairperson of the Board of members might be dismissed or discharged from duty if failing to perform the duties mentioned in Clause 2 of this Article.