Luat Viet

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Question :: I am a member of the Supervisory Commission (the Commission) of a public company which is unlisted and termed from 2007 to 2010. Until now, my term is still valid. In 2009, I was [not] invited to attend any meeting of the company’s Commission. Recently, I also did not attend the Commission’s meeting to produce the Commission’s Report for submission to the General Shareholder’s Meeting (the Meeting) year 2010 on April 9. I was informed that this Commission’s Report was built by the Commissions’ Director (the another member of the Commission also did not attend). I would like to ask you whether the operation of the Commission like that is legal or not? Is the Report mentioned above legal? What should I do to comply with the rights, duties and obligations of a Commission’s member?
Question :: I am a president of the Management Board (“the Board”) of a public company. As per regulations, the term of the Board, Supervisory Commission (“the Commission”) is five (5) years. Therefore, the first term of the Board, Commission is due on November 2010. However, in order to facilitate the voting of the Board, the Commission in the second term, the Board would like to submit the General Shareholder’s Meeting (“the Meeting”) with the latest on April 19, 2010 for renewal of the first term of the Board, the Commission until April 2011. So, the question is that is the renewal true or not? If the shareholders are not taken opinions directly at the Meeting, can the Board collect opinions indirectly from shareholders in writing? If the Meeting does not pass the renewal, how can the voting of the Board, the Commission be taken in compliance with laws?
Question :: Our company registers shares at the Securities Depository Central (SDC), but cannot deposit, of which my 10.000 shares. So, can I transfer directly 2.000 shares to my brother and compliment 2.000 shares to my wife?

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LEGAL NEWS

Content of the denunciation resolution

On 15 Dec 2009, the Government Inspectorate issued Circular 01/2009/TT-TTCP stipulating the process of resolving denunciations. This Circular is applicable to the State administrative body and the competent agencies, organizations, units, individuals under the State administrative body when they resolve denunciations.

Accordingly, the person in charge of resolving denunciations must accept jurisdiction of denunciations within 10 days from the date of receiving denunciations, at the same time notify the denunciating person in writing of the date of acceptance of jurisdiction and the content of denunciations to be accepted. The person in charge of resolving denunciations shall issue a written decision on verifying denunciations and set up a verification team or group which will have at least two inspectors, and the head of such team or group will be assigned to verify denunciations. The decision on verifying denunciations must be delivered to the denunciated person no later than 15 days from the date of issue.

The Circular also stipulates that in case the person in charge of resolving denunciations, or the person making decisions on verifying denunciations, or the person verifying denunciations, is not eligible for making conclusions on the extent of damages caused by illegal acts, as well as on the legality, accuracy of the documents and evidences, etc, it is required to obtain evaluations on issues by the competent agency. For complicated cases, the person making decisions on verifying denunciations shall consult with the professional bodies, the superior management authorities or other relevant organizations, bodies and individuals if it deems necessary prior to making conclusions on such denunciation.

Pursuant to this Circular, if there are any problems or difficulties arising during the course of implementation, the relevant bodies, organizations, units and individuals should immediately notify the Government Inspectorate for further guidance, amendments and additions thereof.

This Circular takes effect on 1 Feb 2010.