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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

Supplemental provisions for petroleum activities

Decree no. 115/2009/ND-CP was issued by the Government on 24 December 2009 (hereinafter referred to as “Decree 115”) amending and supplementing some provisions of Decree no. 48/2000/ND-CP (hereinafter referred to as “Decree 48”) which details the implementation of the Petroleum Law and Regulation on Bidding for Oil and Gas Prospection, Exploration and Exploitation Projects promulgated under Decree no. 34/2001/ND-CP (hereinafter referred to as “Decree 34”).

Decree 115 extends the sphere of application to enterprises established and operating under the Law on Enterprise as well as Vietnamese and foreign individuals. The said governed entities shall involve in petroleum activities in accordance with petroleum contract with the Vietnam Oil and Gas Group (“PetroVietnam”) under the Petroleum Law, this Decree and relevant regulatory documents.

The Decree is supplemented with regulation on the petroleum contract extension in Article 17. One year prior to the expiry of the contract at the latest, the contractor and PetroVietnam should submit a document specifying the reasons of the extension to Prime Minister and Ministry of Industry and Trade for verification. The Ministry of Industry and Trade shall present the dossier to Prime Minister for considering and deciding the extension of the petroleum contract within 35 working days as from the date of receipt of the relevant documents.

The Decree also states that the persons or organizations conducting oil and gas prospection, exploration and exploitation activities are entitled to enter service contract with sub-contractor or other persons or organizations to serve the petroleum activities. The petroleum contract signed before the effective date of this Decree, the bidding for and the conclusion of contract for service directly involving in mine prospection and exploration as well as oil and petrol exploitation shall be carried out in compliance with the commitments in the petroleum contracts and the following principles of the efficacy of the project, publicity and transparency in the process of bidding and concluding the contract; conformity with the particularities of petroleum business in mine prospection and exploration as well as oil and petrol exploitation; priority given to the use of petroleum service provided by capable Vietnamese persons or organizations.

The Decree also adds regulation on the competitive tender to the Regulation on Bidding for Oil and Gas Prospection, Exploration and Exploitation Projects promulgated under Decree no. 34/2001/ND-CP of the Government. Under this provision, competitive tender is applicable to the biddings for oil and gas lots of geological complicacy when only two persons or organizations are qualified and register for the participation at the tender closing date.

The Decree shall be effective as of 14 February 2010.