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

New regulation on audit of credit institutions

On 15^th December 2011, the State Bank of Vietnam (SBV) issued Circular no. 39/2011/TT-NHNN on independent audit of credit institutions and branches of foreign banks (hereinafter referred to as credit institutions).

Accordingly, annually credit institutions should select an independent audit agency to conduct the independent audit for the financial statements and operations of their internal control system.

SBV requires credit institutions to use one or several independent audit services if necessary in the following cases: credit institutions are at risk of being put under special control, or are being considered for termination of special control period, or are reorganized.

Within 30 days from the date of receipt of the auditor’s report with except-for opinion, credit institutions must select 01 other independent audit institution to audit the contents relating to the except-for opinion.

This Circular has come into effect from 1^st January 2012 and replaced Decision no. 121/2005/QD-NHNN.