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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

Development and management of market

On December 23, 2009, the Government issued Decree No. 114/2009/ND-CP amending and supplementing a number of articles of Decree No. 02/2003/ND-CP of the Government dated January 14, 2003 on development and management of market.

Regarding the market development plan, in addition to the compliance with the principles on making market development plan stipulated in the Decree no. 02/2003/ND-CP, the Decree also regulates that the market development plan must be in accordance with the socio-economic development plan, commercial plan, land use plan and other relevant plans.

This Decree supplements detailed regulations on the market which are supported in investment and construction by development investment capital of the State. According to that, capital from local budget shall be distributed for investment and construction supported to (i) central market; (ii) foodstuff and agriculture products market; (iii) market level 2, level 3 in rural, mountainous and island area. Capital from state budget shall be distributed for infrastructure investment and construction supported to (i) central market with either specialized business market or general market trading in foodstuff and agriculture products for consumption of goods in the area producing agricultural, forest and aquatic products; (ii) central market in the districts being of areas with poor and extremely poor socio-economic conditions. Capital from state budget shall be distributed for investment and construction supported to frontier market and communal people welfare market in the districts being of areas with poor and extremely poor socio-economic conditions.

In addition, the Decree supplements the preferential order in investment and development of market as follows: (i) markets which are operating, being of the plan approved by the competent authority and being temporary markets or having serious downgraded infrastructure; (ii) market which are newly constructed in the communes without market, in the area where need a market for purpose of producing, exporting and living activities of people.

Investors who invest to construct new markets or significantly repair, improve, upgrade markets must set up projects in accordance with current regulations on investment construction management. In addition, the projects must comply with the regulations on design of types and levels of market and being approved by the competent authority in accordance with current regulations.

This Decree takes effect from February 15, 2010.