Salaries, remunerations, and other benefits of members of the Board of Directors, Director/General Director
Article 158. Salaries, remunerations, and other benefits of members of the Board of Directors, Director/General Director
1. The company is entitled to pay remunerations to Members of the Board of Directors, salaries to the Director/General Director and other managers according to the business outcome.
2. Unless otherwise prescribed by the company’s charter, remunerations, salaries and other benefits of the Members of the Board of Directors, Director/General Director shall be paid as follows:
b) Members of the Board of Directors shall receive remunerations and bonuses. Remunerations are calculated according to the number of working days necessary for fulfilling the duties of Members of the Board of Directors and daily remuneration. The Board of Directors shall reach an agreement on estimated remuneration of each member. The total remuneration of the Board of Directors shall be decided by the General Meeting of Shareholders at the annual general meeting;
b) Members of the Board of Directors are entitled to have the cost of accommodation, meals, traveling, and other reasonable costs incurred during the performance of given duties reimbursed;
c) The Director/General Director shall receive salaries and bonuses. The Director/General Director’s salaries and bonuses shall be decided by the Board of Directors.
3. Remunerations of Members of the Board of Directors and salaries of the Director/General Director and other managers shall be included in the company’s operating cost in accordance with regulations of law on corporate income tax, be recorded as a separate item in the company’s financial statement, and be reported at the annual general meeting.
Article 159. Publishing related interests
Unless tighter regulations are prescribed by the company’s charter, related persons and interests of the company shall be published as follows:
1. The company shall compile and update the list of related persons of the company in accordance with Clause 17 Article 4 of this Law and their transactions with the company;
2. Members of the Board of Directors, Controllers, the Director/General Director, and other managers of the company shall declare their related interests with the company, including:
a) Name, enterprise ID number, address of the headquarter, business lines of every enterprise of which they have stakes or shares; the proportion and time of obtainment of such stakes or shares;
b) Name, enterprise ID number, address of the headquarter, business lines of every enterprise of which their related persons have a joint ownership or private ownership of stakes or shares that make up over 10% of charter capital;
3. The information mentioned in Clause 2 of this Article shall be declared within 07 working days from the day on which related interests arise; any adjustment shall be notified to the company within 07 working days from the day on which such adjustment arises;
4. The List of related persons and related interests mentioned in Clause 1 and Clause 2 of this Article shall be published, examined, and copied as follows:
a) The company shall notify the List of related persons and related interests to the General Meeting of Shareholders at the annual meeting;
b) The List of related persons and related interests shall be kept at the enterprise’s headquarter; part or all of the List may be kept at the company’s branches where necessary;
c) Shareholders and authorized representatives of shareholders, Members of the Board of Directors, the Control Board, the Director/General Director, and other managers are entitled to examine and copy part of or all of the List during working hours;
d) The company shall enable the persons mentioned in Point c of this Clause to access, examine, and copy the List of related persons of the company and other contents in the most convenient manner; must not obstruct them to exercise such right. Procedures for examining and copying the List of related persons and related interests shall be prescribed by the company’s charter.
5. Members of the Board of Directors, the Director/General Director that shall explain the nature and contents of the works they carry out single-handedly or on behalf of other persons to the Board of Directors and the Control Board. Such works may only be carried out when it is approved by a majority of other members of the Board of Directors; if the work is carried out without notification or approval by the Board of Directors, all incomes from such work shall belong to the company
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