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

Fee for shares auction

On April 27, 2009, the Ministry of Finance issued Circular No. 82/2009/TT-BTC stipulating the fee level, collection, management and usage of the fees for shares auction.
Enterprises, organizations and individuals holding shares that are offered for sale via auction at the Stock Exchange (SE) and the Securities Transaction Center (STC), and other organizations permitted to organize an auction must pay the auction fees.
A fee for shares auctions applied in SE, STC is 0.3% of the total value of the shares already sold and the maximum fee can not exceed VND300 million per each share auction.
A fee offered by organizations permitted to organize an auction can be agreed by related parties and cannot exceed 0.3% of the total value of the shares actually sold.
A fee for shares auction collected is an amount, which does not belong to the State Budget. Organizations collecting fee will pay taxes for such fee and are entitled to administer and use such fee after fulfilling all taxes as regulated by applicable laws.
This Circular shall take effect after 45 days from the date of signing.