Article 93. Requirements to be satisfied by members of the Board of Members

To become a member of the Board of Members, a person shall satisfy the following requirements:

1. He/she is not one of the persons specified in Clause 2 Article 17 of this Law.

2. He/she has professional qualifications and experience of busines administration or experience of the company’s business lines.

3. He/she is not a relative of the head or deputies of the state ownership representative body; any of the members of the Board of members, the Director/General Director, the Deputy Director/General Director, the chief accountant or Controllers of the company.

4. He/she is not an executive of the member enterprise.

5. A member of the Board of Members other than the President may concurrently hold the position of Director/General Director of the company or another company that is not a member enterprise under a decision of the state ownership representative body.

6. He/she has never been discharged from the position of President of the Board of Members, member of Board of Members, the company’s President, Director/General Director, Deputy Director/General Director of a state-owned enterprise.

7. He/she satisfies other requirements specified in the company’s charter.

Article 94. Dismissal, discharge of members of the Board of Members

1. The President or another member of the Board of Members shall be dismissed in the following cases:

a) He/she does not fully satisfy the requirements specified in Article 93 of this Law;

b) He/she hands in the resignation and is accepted in writing by the state ownership representative body;

c) A reassignment or retirement decision is issued;

d) He/she is not capable of or qualified for the given tasks;

dd) He/she is not healthy or reputable enough to hold the position.

2. The President or another member of the Board of Members shall be discharge from duty in the following cases:

a) The company fails to achieve the annual targets; fails to conserve and develop investment capital as required by the state ownership representative body without an excuse that is objective or accepted by the state ownership representative body;

b) He/she is convicted by the Court under an effective judgment or decision;

c) He/she fails to perform her duties in an honest manner or abuses his/her power and position or uses the company’s assets for personal gain or serve any other organization’s or individual’s interests; fails to truthfully report the company’s finance and business performance.

3. Within 60 days from the issuance date of the decision to dismiss or discharge the President or member of the Board of Members, the state ownership representative body shall designate another person as President or member.