Effect of Resolution of the Board of members

Article 63. Effect of Resolution of the Board of members

bookkeeping-vinasc3Unless otherwise prescribed by the company’s charter, the Resolution of the Board of members shall be effective from the day on which it is ratified or from its effective date written therein.

In case a member/group of member request the Court or arbitral tribunal to annul a ratified Resolution, it is still effective until the decision of the Court or arbitral tribunal comes into force.

Article 64. Director/General Director

1. The Director or General Director of a company is the person who administer the everyday business operation of the company and is responsible to the Board of members for the performance of his/her rights and obligations.

2. The Director/General Director has the following rights and obligations:

a) Organize the implementation of Resolutions of the Board of members;

b) Decide the issues related to the company’s everyday business operation;

c) Organize the implementation of the company’s business plans and investment plans;

d) Promulgate the company’s rules and regulations, unless otherwise prescribed by the company’s charter;

dd) Designate, dismiss the company’s managerial positions, except for those within the competence of the Board of members;

e) Sign contracts on behalf of the company, except for those within the competence of the Board of members;

g) Propose organizational structure plan;

h) Submit annual financial statements to the Board of members;

i) Propose plans for use of profits or loss settlement;

k) Hire employees;

bookkeeping-vinasc1l) Perform other rights and obligations prescribed in the company’s charter, employment contract between Director/General Director and the company according to the Resolution of the Board of members.

Article 65. Standards and conditions of Director/General Director

1. The Director/General Director must be legally competent and is not banned from enterprise management as prescribed in Clause 2 Article 18 of this Law.

2. The Director/General Director must have experience and qualifications in business administration, unless otherwise prescribed by the company’s charter.

3. With regard to a subsidiary of which over 50% of charter capital is held by the State in the form of stakes of shares, apart from the standards and requirements in Clause 1 and Clause 2 of this Article, the Director/General Director must not be a spouse, birth parent, adoptive parent, birth child, adopted child, brother, sister, brother-in-law, sister-in-law of the manager of the parent company and the representative of state capital in such company.