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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 the Head of Inspection Committee of A Joint Stock Company. Due to some subjective and objective reasons and full performance of responsibility and role of a Head of Inspection Committee to ensure the maximum interest of shareholders, I would like to authorize another person to be the Head of Inspection Committee for a fixed period of time. Is this permitted by the law? How is procedure? (22/07/2009)
- » Question :: Company A is a Shareholder (“Shareholder A”) owning less than 5% of the shares in Company B – a joint stock company (Company B). Under an agreement between Shareholder A and Company B, Shareholder A shall have the right to nominate one representative to be the Chief of the Inspection Committee (Inspection Committee) in the Company B. Then, Company B shall elect such representative to be Chief of Inspection Committee. From a legal point of view, does this agreement break the law? While all the decisions still waiting for the approval of the General Meeting of Shareholders (GMS), what will we have to do if the 2009 GMS does not approve this agreement because of subjective idea of the Company B? In the agreement between both parties, which terms and conditions (if any) should we offer to guarantee our interest? (01/07/2009)
- » Question :: In the process of conversion of enterprises with 100% state owned capital into shareholding companies, how to choose strategic shareholders of such shareholding companies? (03/06/2009)
- » Question :: I am a shareholder of Joint Stock Company A, I would like to pose a question: “That Company A actively develops new projects out of Resolution of General Shareholders’ Meeting of 2008, including a series of projects in real estate is itillegal?” Which regulations should be complied for the legality in this case? Note that Article 24.4.7 of the Charter of this Company provided that: Board of Management approve all investment out of the operating plan and annual budget of the Company with the value exceeding 10% of annual operating budget. (25/05/2009)
- » Question :: In order to request to cancel the resolutions of General Meeting of Shareholders (GMS), in case the order and procedures for convening the GMS did not comply with Law on Enterprises and the charter of the company, how should shareholders or shareholder group do in this case? (19/05/2009)