Dismissal, discharge from duty and addition of Members of the Board of Directors
Article 156. Dismissal, discharge from duty and addition of Members of the Board of Directors
1. A member of the Board of Directors shall be dismissed if he or she:
a) fails to satisfy the standards and conditions prescribed in Article 151 of this Law;
b) fails to participate in activities of the Board of Directors for 06 consecutive months, except for force majeure events;
c) tenders a resignation;
d) Other cases prescribed by the company’s charter.
2. Members of the Board of Directors may be discharged from duty under Resolutions of the General Meeting of Shareholders.
3. The Board of Directors shall convene the General Meeting of Shareholders to elect additional members of the Board of Directors in the following cases:
a) The number of Members of the Board of Directors is reduced by more than one third of the number prescribed by the company’s charter. In this case, the Board of Directors shall convene a General Meeting of Shareholders within 60 days from the day on which the number of Members of the Board of Directors is reduced by more than one third;
b) the number of independent members of the Board of Directors falls below the ratio prescribed in Clause 1 Article 134 of this Law.
In other cases, the nearest General Meeting of Shareholders shall elect new members to replace those who have been dismissed or discharged from duty.
Article 157. Director/General Director
1. The Board of Directors shall appoint one of them as or hire a Director/General Director.
2. The Director/General Director shall run the company’s everyday business, be supervised by the Board of Directors, take responsibility to the Board of Directors for performance of given rights and obligations.
A Director/General Director shall have a term of office of up to 05 years without term limit.
Standards and conditions for the Director/General Director are the same as those prescribed in Article 65 of this Law.
3. The Director/General Director has the following rights and obligations:
a) Decide important issues related to the company’s everyday business without decision of the Board of Directors;
b) Organize the implementation of Resolutions of the Board of Directors;
c) Organize the implementation of business plans and investment plans of the company;
d) Propose organizational structure, internal rules and regulations of the company;
dd) Designate, dismiss, discharge from duty the company’s managers, except for the positions within the competence of the Board of Directors;
e) Decide the salaries and other benefits of the company’s employees, including the managers designated by the Director/General Director;
g) Hire employees;
h) Suggest plans for dividend payments or loss settlement;
i) Perform other rights and obligations prescribed by law, the company’s charter, and Resolutions of the Board of Directors.
4. The Director/General Director shall run the company’s everyday business in accordance with law, the company’s charter, employment contract with the company, and Resolutions of the Board of Directors. If committing violations which cause damage to the company, the Director/General Director shall take legal responsibility and pay compensation for the company.
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