Wages, salaries, and bonuses for the Chairperson of the Board of members, Director/General Director, and managers

Article 66. Wages, salaries, and bonuses for the Chairperson of the Board of members, Director/General Director, and managers

bookkeeping-vinasc31. The company shall pay wages, salaries, and bonuses for the Chairperson of the Board of members, Director/General Director, and other managers according to the business outcomes.

2. The wages, salaries of the Chairperson of the Board of members, Director/General Director, and other managers shall be included in operating expense as prescribed by regulations of law on corporate income tax, relevant regulations of law, and recorded as a separate item in the annual financial statement.

Article 67. Contracts and transactions subject to approval by the Board of members

1. The following contracts and transactions between the company and the following entities are subject to approval by the Board of members:

a) Members, authorized representatives of members, Director/General Director, company’s legal representative;

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

bookkeeping-vinasc1c) The manager of the parent company, the person competent to designate the manager of the parent company.

d) Related persons of the persons mentioned in Point c of this Clause.

2. The person who concludes the contract or makes the transaction must send a notification to members of the Board of members and the Controller of the entities relevant to such contract or transaction.

The notification shall be enclosed with the draft contract or main contents of the transaction to be made. Unless otherwise prescribed by the company’s charter, the Board of members shall decide whether to accept the contract/transaction within 15 days from the day on which the notification is received.

In this case, the contract/transaction shall be accepted if it is approved by the majority of the members who represent at least 65% of voting capital. Members who involve in the contract/transaction must not vote.

3. The contract/transaction carried out against the regulations in Clause 1 and Clause 2 of this Article and causing damage to the company shall be annulled and dealt with as prescribed by law. The person who concludes the contract or makes the transaction, members involved and their related persons shall pay compensation for the damage inflicted, return to the company the income from such contract/transaction which is carried out against Clause 1 and Clause 2 of this Article or causes damage to the company.