Luat Viet

:: 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?

Answer:

According to paragraph 1 Article 123 of the Enterprise Law, the Commission shall have the responsibility with the Meeting while conducting its assigned duties. As a result, when discovering the report reflecting incorrect information, you have to inform the Meeting about that event.

One of the duties and rights of the Commission stipulated specifically at Article 123 of the Enterprise Law is to examine and submit financial reports, annually business reports of the company and the management evaluation report of the Board of Management (“Reports”) to the Meeting at its annual convention. During this period, if you are a member of the Commission and you do not receive the Reports mentioned above, you have the right to request the supply of that Reports so that you can conduct your regulatory duty of examining Reports of the Commission.

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