SHAREHOLDERS, GENERAL SHAREHOLDERS OF A PUBLIC COMPANY

The administration structure of a public company is based on the key interaction between the highest authority in the company, the General Meeting of Shareholders, and other management agencies and departments. The General Meeting of Shareholders, consisting of all shareholders with voting rights, is the highest decision-making body of a joint-stock company. According to the current law, the content of the General Meeting of Shareholders of a public company must comply with the regulations on conduct, financial management, and compliance with the laws.

1.         Overview of the public company

A public company is a joint stock company in one of two cases:

–           The company has contributed charter capital of VND 30 billion or more and has at least 10% of voting shares held by at least 100 investors who are not major shareholders.

–           The company has successfully conducted the initial public offering of shares through registration with the State Securities Commission in accordance with regulations.

2.         Regulations on shareholders and the General Meeting of Shareholders of a public company in enterprise administration

The current law sets out specific regulations for public company administration to be carried out in an orderly manner and to ensure the interests of shareholders, in which the governing bodies need to comply with the election regulations, tenure, and powers; Important decisions such as business, financial and investment plans need to be passed according to the prescribed process.

Positive interaction between shareholders and governing bodies will be an important factor in ensuring participation and transparency in public corporate governance. Shareholders have the right to participate in important decisions at the General Meeting of Shareholders and have the right to control the company’s operations.

a.         Rights and obligations of shareholders of a public company:

–           Have the right to equal treatment;

–           Have accessibility to information periodically and irregularly published by the company as prescribed by law;

–           Have their the lawful rights and interests protected; have the right to request suspension or cancellation of a Resolution or decision of the General Meeting of Shareholders or Board of Directors as prescribed by the Law on Enterprises;

–           Not take advantage of the major shareholder’s status to influence rights and interests of the company and other shareholders as prescribed by law and the company’s charter; disclose information as prescribed by law;

–           Have other rights and obligations prescribed by law and the company’s charter.

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b.         The General Meeting of Shareholders of a public companyshall be convened and organized as follows:

–           The Board of Directors, the Board of Controllers and the convener shall follow the procedures for convening the General Meeting of Shareholders specified in the Law on Enterprises, the company’s charter and the company administration regulations; prepare the place and set a reasonable time for the shareholders to attend the General Meeting of Shareholders;

–           The company administration regulations shall provide for application of information technology to enable shareholders to attend meetings online, vote electrically or through another method as prescribed by the Law on Enterprises and the company’s charter;

–           The public company shall invite representatives of the accredited audit organization that audited its annual financial statement to attend the annual General Meeting of Shareholders in case the audit report contains qualified opinions;

–           Other regulations of law and the company’s charter shall be complied with.