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:: 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 :: Please kindly advice in which cases public companies must make an extraordinary disclosure of information? (01/10/2009)
- » Question :: Our company is a listed company on Hanoi Stock Exchange. During our operation, we have technological and business secrets needed to secure absolutely. However, a number of staff who no longer works for our company has known such confidential information. Thus, what should we do to force such staff to keep confidentiality? (18/09/2009)
- » Question :: We are a group of small investors holding the shares in a number of public companies. As known, on June 24, 2009, State Securities Commission (SSC) issued Official Letter No. 1234/UBCK-QLPH on checking the charter of public companies. This Official Letter enforces public companies to check their Charter and plan to adjust any regulations contrary to the current law during the annual General Meeting of Shareholders (GMS) of year 2009. After this term, any public company whose charter still contraries to the law shall be punished according to the law. Please kindly advise how the laws deal with this case? (11/09/2009)
- » Question :: In the Charter of Joint stock company C (“Company C”) that we are a shareholder, there is one regulation as below: “Shareholder A (being an organization) holding four per cent (4%) total amount of shares of the Company C shall have the rights: approving the Charter of the Company; supplementing, amending the Charter of the Company when necessary; making a decision on annual development strategy and business plant; making a decision on increasing the Charter capital of the Company. Please advise whether such regulation is in compliance with law? (21/08/2009)
- » Question :: I am a member of Board of Management (BoM) of a Joint Stock Company that was equitised since 2007 and has less than 100 investors and less than VND10 billion of the charter capital. Since there, my company has transferred shares 03 times leading to 03 replacement of the Chairman of BoM. However, for each time of replacement I was not officially informed in writing. Do the laws have any obligatory regulations on asking members’ opinion when replacing the Chairman of BoM? What is the procedure if the Chairman or members of BoM transfer their shares when they are in office or the time limit of three years for restriction of share transfer is not due? ... (07/08/2009)