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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

Issuance Of Regulations On Conditions To Produce And Trade Alcohol

On April 7 2008, the Government issued Decree 40/2008/ND-CP on production and trading of alcohol, including investment, import, export, purchase and sale and other activities related to the production and trading of alcohol by individuals or organizations in Vietnam.

Producing of and trading in alcohol is strictly controlled by the Government. Organizations and individuals who are engaged in producing and trading alcohol must obtain licenses except in case where they produce alcohol manually for their own consumption.

Grant of License for production and trading of alcohol

To obtain a license for producing alcohol, enterprises must (i) get a license for production and trading of alcohol; (ii) have machines, equipment, know-how to produce alcohol which meets quality standards; (iii) guarantee hygiene and labour safety conditions, fire and explosion prevention; (iv) have the right of ownership or use of legal alcohol label in Vietnam; (v) have qualified technical staffs; and (vi) guarantee that those people who directly take part in alcohol production must be in secured health conditions and free from contagious diseases.

To obtain a license for trading (wholesale or wholesale agency), persons/enterprises must (i) be an enterprise established under the laws and registered with their alcohol trading activities; (ii) have a permanent trading place, express address, have guaranteed technical equipment which meet the standards prescribed in the regulations of the Ministry of Industry and Commerce; (iii) have warehouse for goods which meets the requirements for reservation of alcohol quality, environment protection and fire and explosion prevention; and (iv) have distribution channel.

To acquire a license for retail or retail agency, persons/enterprises must (i) register for trading of alcohol; and (ii) meet the requirements for reservation of alcohol quality and fire and explosion prevention.

Some notes on obligations of persons/organizations regarding the trading of alcohol.

Persons/organizations producing and trading alcohol must provide information on alcohol products on mass media and in accordance with the request of competence authorities, orgnizations/persons producing alcohol manually for business purpose must get a license for manual production of alcohol.

Persons/organizations producing alcohol manually for their own consumption are not allowed to offer the products for sale. Persons/organizations producing and trading alcohol must (i) not sell persons under the age of 18 years old, (ii) not use alcohol as awards in competitions (except for alcohol competitions), or (iii) not conduct retails sales of alcohol products via automatic vending machines, ect.

Within a six-month period from the date the Decree takes effect, organizations/persons producing and trading alcohol must apply for licenses for the production and/or trading as prescribed in the Decree.

The Circular will take full force 15 days after it is published in the Official Gazette, and previous regulations contrary to this Circular shall be abrogated