Wages, salaries, and other benefits of managers and Controllers

Article 84. Wages, salaries, and other benefits of managers and Controllers

bookkeeping-vinasc31. Managers and Controllers shall receive wages, salaries, and other benefits according to the business outcome of the company.

2. The company’s owner shall decide the wages, salaries, and other benefits of members of the Board of members, the company’s President, and Controllers. The wages, salaries, and other benefits of managers and Controllers shall be included in operating expense as prescribed by regulations of law on taxation, relevant regulations of law, and recorded as a separate item in the annual financial statement.

3. Wages, salaries, and other benefits of Controllers may be directly paid by the company’s owner as prescribed by the company’s charter.

Article 85. Organizational structure of single-member limited liability company under the ownership of an individual

1. A single-member limited liability company under the ownership of an individual shall has a the company’s President and a Director/General Director.

2. The company’s President may hire a Director/General Director or concurrently hold such position.

3. Rights and obligations of the Director/General Director shall be specified in the company’s charter and employment contract between the Director/General Director and the company’s President.

Article 86. Contracts, transactions between the company and related persons

1. Unless otherwise prescribed by the company’s charter, the contracts and transactions between a single-member limited liability company under the ownership of an organization and the following persons must be considered and decided by the Board of members or the company’s President, the Director/General Director, and Controllers:

a) The company’s owner and related persons of the company’s owner;

b) Members of the Board of members, the Director/General Director, and Controllers;

c) Related persons of the persons mentioned in Point b of this Clause;

d) Managers of the company’s owner, persons to designate such managers;

dd) Relevant persons of the persons mentioned in Point d of this Clause.

The person who concludes the contract must send a notification to the Board of members or the company’s President, the Director/General Director, and Controllers of the entities related to such contract/transaction The notification shall be enclosed with the draft contract or main contents of the transaction.

2. Unless otherwise prescribed by the company’s charter, the Board of members, the company’s President, and Controllers shall decide whether to accept the contract/transaction within 10 days from the day on which the notification is received under the majority rule. Each of the said people has a vote. Persons with related interest must not vote.

bookkeeping-vinasc13. A contract/transaction mentioned in Clause 1 of this Article shall only be accepted when all of the conditions below are satisfied:

a) Parties to the contract/transaction are independent legal entities with separate interests, rights, obligations, and assets;

b) Prices in the contract/transaction are market prices at the time the contract is concluded or the transaction is made;

c) The company’s owner fulfills the obligations prescribed in Clause 4 Article 76 of this Law.

4. The contract/transaction made against the regulations in Clauses 1, 2, and 3 of this Article and causes damage to the company shall be annulled and dealt with as prescribed by law. The person who concludes the contract and related persons of the parties concerned shall be jointly responsible for the damage inflicted and shall pay compensation for such damage, and return to the company the profits derived from such contract/transaction.

5. Every contract and transaction between a single-member limited liability company under the ownership of an individual with the company’s owner or related person of the company’s owner must be recorded in writing. Such records shall be kept separately as company’s documents.