Meetings of the Board of Directors

Article 153. Meetings of the Board of Directors

accounting-services-in-vietnam21. The Chairperson of the Board of Directors shall be elected during the first meeting of the new Board of Directors within 07 working days from the end of the voting.

This meeting shall be convened and chaired by the member that receives the most votes. If there is more than one member who has the highest votes, they shall be voted for by members under the majority rule to convene the Board of Directors.

2. The Board of Directors may hold periodic and extraordinary meetings. The Board of Directors shall hold meetings at the company’s headquarter or other locations.

3. Meetings of the Board of Directors shall be held by the Chairperson of the Board of Directors when it is deemed necessary. At least one meeting shall be held in a quarter.

4. The Chairperson of the Board of Directors shall convene a meeting of the Board of Directors in the following cases:

a) The meeting is requested by the Control Board or independent members

b) The meeting is requested by the Director/General Director or at least 05 other managers;

c) The meeting is requested by at least 02 executive members of the Board of Directors;

d) Other cases prescribed by the company’s charter.

The request must be made in writing, specifying the purposes, issues that need discussing, and decisions within the competence of the Board of Directors.

5. The Chairperson of the Board of Directors shall convene a meeting of the Board of Directors within 07 working days from the day on which the request mentioned in Clause 4 of this Article is received. If the Chairperson fails to convene the meeting on request, the Chairperson shall take responsibility for any damage to the company; the person who makes the request may convene a meeting of the Board of Directors instead of the Board of Directors.

6. The Chairperson of the Board of Directors or the convener of the Board of Directors meeting shall send invitations at least 03 working days before the meeting date, unless otherwise prescribed by the company’s charter. The invitation must specify the time, location, agenda, issues, and decisions of the meeting. The invitation must be enclosed with documents used at the meeting and members’ ballots.

accounting-services-in-vietnam1The invitation shall be sent by post, fax, email, or other means, as long as they reach the mailing address of every the Board of Directors, which is registered with the company.

7. The Chairperson of the Board of Directors or the convener shall send invitations and enclosed documents to Controllers as if they are members of the Board of Directors.

Controllers are entitled to attend meetings of the Board of Directors, participate in discussion, and must not cast votes.

8. A meeting of the Board of Directors shall be held when it is attended by at least three fourths of the members.

If the number of attending members is not sufficient, the second meeting shall be convened within 07 days from the initial meeting date, unless a shorter period is prescribed by the company’s charter. In this case, the meeting shall be held if it is attended by at least half of Members of the Board of Directors.

9. A member of the Board of Directors is considered to have attended and cast votes at a meeting if such member:

a) Attends and cast votes directly at the meeting; or

b) Authorizes another person to attend the meeting as prescribed in Clause 10 of this Article; or

c) Attends and casts votes via an online meeting or a similar manner; or

d) Sends votes to the meeting by post, fax, or email.

Votes sent to the meeting by post must be contained in sealed envelopes and given to the Chairperson of the Board of Directors at least one hour before the opening time. Votes shall be open before every participants.

Unless otherwise prescribed by the company’s charter, a Resolution of the Board of Directors shall be ratified if it is approved by a majority of attending members; in the event of equal votes, the Chairperson of the Board of Directors shall have the casting vote.

10. Members must attend all meetings of the Board of Directors. A member may authorize another person to attend the meeting if approved by a majority of Members of the Board of Directors.