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

Management of expenses for construction investment projects

The Government issued Decree No. 112/2009/ND-CP guiding the management of expenses for construction investment projects, applicable to natural persons or legal entities managing the expenses of the 30% state-funded construction projects (“Construction project”).

The Decree covers all aspects of expense management of construction projects, namely objects of application; total investment; construction cost estimates; construction norms and price; professional capacity conditions of management service providers, either a person or organization; rights and obligations of the investment decision makers, investors, construction, etc, in the course of managing the expense of construction projects.

Accordingly, the individuals and organizations involved in expense management must satisfy the conditions on capacity of preparing and verifying the total investment estimation, evaluating efficacy of the construction project, measuring and separating work volumes; preparing and verifying construction cost estimates; controlling the construction cost, etc.

The professional capacity of the expense management organizations are determined relying on the number of construction valuation engineers of the company and accordingly classified into two grades:

- Management consultancy organization – Grade 1 (providing the consultant service to projects of national importance, projects of Group A, B and C and the projects which is subject only to requirement of econo-technical reports): at least 5 employees holding Certificates of Grade -1 Construction Valuation Engineer.

- Management consultancy organization – Grade 2 (providing the services as the Grade 1 organizations do but the preparation of the total capital estimates, efficacy evaluation and the cost control with regard to projects of national importance): at least 3 employees holding Certificates of Grade -2 Construction Valuation Engineer or 1 holding Certificate of Grade -1 Construction Valuation Engineer.

- For organizations that fail to meet grading conditions, they are permitted to advise on construction expense management for projects which only require the technical – economic report.

Individuals’ professional capacity is determined in form of the Certificate of Construction Valuation Engineer granted by the Director of provincial Construction Department. Two conditions for an individual to provide consultant services in this area are Certificate of Construction Valuation Engineer and registration for such consultancy business. Those who hold the Certificate and fail to register the consultancy business can provide the expense management service only but are not allowed to sign the reports or verification statement relating to the service.

The Decree comes into effect on 1 February 2010 and shall supersede the regulations of construction expense management under Decree no. 99/2007/ND-CP dated 13 June 2007 and Decree no. 03/2008/ND-CP amending and supplementing several provisions of Decree no. 99.