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question and answer
:: Question :: I am a foreign individual shareholder who owns a large amount of shares in several enterprises in Vietnam. Because I am not available to attend the General Meeting of Shareholders (GMS), I would like to authorize such right to my authorized representative who is Vietnamese. Please kindly advise the regulations on this procedure?
Answer:
Pursuant to Article 101. 1 of the 2005 Law on Enterprises, shareholders being individuals may attend the GMS in person or authorize another person in writing to do so. The procedure for authorization is provided in Article 101.2, Section 13 of Decision 15/2007/QD-BTC by the Ministry of Finance on model charter applicable to companies listing on the stock exchange/securities trading centre; it is provided as follows:
- The authorization for a representative to attend the GMS must be made in writing on the form stipulated by the company and must bear signatures in accordance with the following provision: Authorization to represent a shareholder being an individual must bear the signatures of both that shareholder and the person authorized to attend the meeting.
- Any person authorized to attend a GMS must submit his written authorization prior to entering the meeting room.
In respect of notice of the meeting invitation and the form of authorization letter from a shareholder to a foreign authorized representative, as there is no specific regulation that requests these documents must be translated into a popular foreign languages or must be bilingual, Vietnamese and a popular foreign language, most of enterprises often prepares these documents in Vietnamese only. This causes difficulties for shareholders who are foreign investors in case they cannot understand English or they do not have a translator.
For satisfaction of immediate requirement, enterprises should prepare two documents above in a popular foreign language or must be bilingual, Vietnamese and a popular foreign language. This will help foreign investors understand their contents before signing on them.
For a long term prospective, in order to create good conditions for foreign investors, it is advisable that the laws and regulation provide that listed enterprises must prepare the notice of the meeting invitation and the authorization letter enclosed with a foreign version or must be bilingual, Vietnamese and a popular foreign language.
orther:
- » 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? (01/06/2010)
- » 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? (31/05/2010)
- » 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? (03/05/2010)
- » Question :: We are a unlisted public company which issued convertible bond (two years term) nearly two years ago. In the coming time, the company will register to list shares in the Ho Chi Minh City Stock Exchange (HOSE). In order to shorten time, will the company be able to conduct this procedure along with converting bonds to shares? (28/04/2010)
- » Question :: In 2009, the price of listed shares of many companies increased continuously. Therefore, such companies were required to provide explanation for such increase. There are many companies used the same explaining contents for different explanation. Please kindly provide the regulations on content of the explanation on increase of price of shares? (21/03/2010)