Term of office and number of Members of the Board of Directors

Article 150. Term of office and number of Members of the Board of Directors

accounting-services-in-vietnam21. The Board of Directors consists of 03 to 11 members. The company’s charter shall specify the number of Members of the Board of Directors.

2. Each Member of the Board of Directors and independent member of the Board of Directors has a term of office of up to 05 years without term limit. The number of terms, specific term period, number of Members of the Board of Directors required to reside in Vietnam shall be specified in the company’s charter.

3. In case the term of office of all Members of the Board of Directors expires at the same time, they are still Members of the Board of Directors until new members are elected and take over the office, unless otherwise prescribed by the company’s charter.

4. If the joint-stock company is organized according to Point b Clause 1 Article 134 of this Law, documents and transactions of the company must bear the text “Thành viên độc lập” (“Independent member”) before the names of corresponding Members of the Board of Directors.

5. The company’s charter shall specify the number, rights, obligations, method of operation and cooperation of independent members of the Board of Directors.

Article 151. Standards and conditions for Members of the Board of Directors

1. Members of the Board of Directors must:

a) be legally competent, not be banned from business administration as prescribed in Clause 2 Article 18 of this Article;

b) has qualifications and experience of business administration; Members of the Board of Directors are not necessarily shareholders of the company, unless otherwise prescribed by the company’s charter.

c) Members of the Board of Directors may concurrently hold the position of Members of the Board of Directors of other companies.

d) With regard to the subsidiaries over 50% of charter capital of which is held by the State, Members of the Board of Directors must not be spouses, parents, adoptive parents, children, adopted children, siblings of the Director/General Director and other managers of the building work; must not be related persons of the manager and the person competent to designate the manager of the parent company.

2. Unless otherwise prescribed by regulations of law on securities, independent members of the Board of Directors prescribed in Point b Clause 1 Article 134 of this law must:

a) Not be a current employee of the company or its subsidiaries; not be a person that used to work for the company or the company’s subsidiaries over the previous 03 consecutive years.

accounting-services-in-vietnam1b) Not be a person receiving salaries, wages from the company, except for the benefits to which Members of the Board of Directors are entitled;

c) not have a spouse, birth parent, adoptive parent, birth child, adopted child, or sibling being a major shareholder of the company, being a manager of the company or the company’s subsidiary;

d) not directly or indirectly hold at least 1% of the company’s voting shares;

dd) Not ever hold the position of Member of the Board of Directors, the Control Board over at least the previous 05 consecutive years.

3. Independent members of the Board of Directors must notify the Board of Directors of their failure to satisfy the conditions prescribed in Clause 2 of this Article. Such members are obviously no longer independent members of the Board of Directors from the day on which conditions are not satisfied.

The Board of Directors shall report the cases in which independent members of the Board of Directors no longer satisfy conditions at the nearest General Meeting of Shareholders or convene a General Meeting of Shareholders to elect new independent members within 06 months from the day on which the independent member’s notification is received.