In the business and law program of Voice of Vietnam (VOV), Lawyer Nguyen Thanh Ha, S&B Law Company (S&B Law) will discuss on holding the Annual General Meeting. We are pleased to send you the content of the speech:
Reporter: Could you please provide with the procedure of the Annual General Meeting?
Lawyer Nguyen Thanh Ha: Regarding to the procedure of the Annual General Meeting, I can refer to Article 97 and 104 of Enterprise Law 2005 as follows:
Step 1: Preparation
1.1 The person in charge: Chairman and the Assistants.
1.2 The procedure:
(i) Make the list, send the invitation and program to the shareholders:
The invitation, attached to the program and documents, must be sent to the permanent residence of each shareholder via express mail so that the shareholders acknowledge the time and venue of the meeting at least 7 days prior to the opening (unless otherwise regulated in the Charter).
(ii) Collect the letters of authorization and confirmation of attendance
In case that a shareholder or member of the Board cannot attend the meeting, this person may authorize directly by document for another person to attend the meeting. The representative authorization must be made in document in the company’s form and signed under the regulations.
Step 2: Convening and conducting the meeting:
(i) Competent:
– The chairman of the Board of Management or the head of the Inspection Committee or a shareholder/a group of shareholders own more than 10% of the total number of ordinary shares for a consecutive period of at least 6 months (unless Charter’s company applies the different rate).
– The chairman of the Board of Management shall be presided and convened meetings.
Step 3: The order of the meeting and voting in the Congress
(i) Determine thenumber ofattending shareholders:
The meeting shall be conducted only when the number of shareholders representing at least 65% of the total shares with voting rights.
(ii) The content can be approved in the Congress:
+ To pass the development direction of the company;
+ To make decisions on the classes of shares and total number of shares of each class which may be offered for sale; to make decisions on the rate of annual dividend for each class of shares, unless the charter of the company otherwise provides;
+ To elect, remove or discharge members of the Board of Management and members of the Inspection Committee;
+ To make investment decisions or decisions on sale of assets valued at fifty (50) or more per cent of the total value of assets recorded in the most recent financial statement of the company unless the charter of the company stipulates some other percentage;
+ To make decisions on amendments of and additions to the charter of the company, except for adjusting the charter capital as a result of sale of new shares within the number of shares which may be offered as stated in the charter of the company;
+ To approve annual financial statements;
+ To make decisions on redemption of more than ten (10) per cent of the total number of shares of each class already sold;
+ To consider and deal with breaches by the Board of Management and the Inspection Committee which cause damage to the company and its shareholders;
+ To make decisions on re-organization and dissolution of the company;
+ Other rights and duties stipulated in the Enterprise Law and the charter of the company.
(iii) Voting at the General Meeting of Shareholders
The decision of the General Meeting of Shareholders was passed at the meeting when the number of shareholders representing at least 65% of the total voting shares of all attending shareholders shall be required.
Nevertheless, some decisions requires the number of shareholders representing at least 75% of the total voting shares of all attending shareholders shall be required:
+ In respect of resolutions on classes of shares and total number of shares of each class which may be offered.
+ Amendment of or addition to the charter of the company.
+ Reorganization or dissolution of the company.
+ To make investment decisions or decisions on sale of assets valued at 50% or more percent of the total value of assets recorded in the most recent financial statement of the company.
(iv) Minutes of the meeting:
Minutes of the meeting should indicate some main contents such as: Time and location, the summary of the meeting and the opinions; Shareholders and the total number of votes of the shareholders attending the meeting; Total number of votes for each voting issue, stating the total number of votes for, against or abstentions…
Within 15 days from the date of a decision adopted by the General Meeting of Shareholders, copies of such decision shall be sent to the shareholders entitled to attend the meeting.
Above is the order and procedures for opening shareholders’ meeting of joint stock companies, you can refer in more detail in the Enterprise Law 2005 and the documents guiding the implementation.
