New regulations apply to the annual general meeting 2021

Increase shareholder authority to 5%

Accordingly, Article 115 of the Law on Enterprises 2020 regarding the rights of common shareholders stipulates that a shareholder or group of shareholders owns 5% or more of the total number of common shares or a smaller percentage as prescribed in the public charter. The company has a number of more special rights, removing the 6-month continuous holding period requirement. This rate in the Enterprise Law 2014 is 10% and requires 6 consecutive months of holding.

Regarding the rights of a shareholder or a group of shareholders owning 5% or more, the Enterprise Law 2020 adds the right to review, look up, and extract transaction contracts that must be approved by the Board of Directors but waived the right to love to convene a meeting when the term of the old Board of Directors is over 6 months but has not been re-elected. For the right to request cancellation of the Resolution of the General Meeting of Shareholders, the Enterprise Law 2020 only requires a 5% ownership rate.

Article 122 of the Enterprise Law 2020 regarding the shareholder register provides that shareholders have the right to inspect, look up, extract and copy the names and contacts of the companys shareholders in the register of shareholders.

The Law on Enterprises 2014 stipulates that ordinary shareholders have the right to review, look up and extract information in the list of shareholders with voting rights. The new law specifies that the information shareholders are considered and searched is "name and contact address".

Supplement the authority of the General Meeting of Shareholders

The new law adds 3 rights of the General Meeting of Shareholders including: deciding the budget or the total remuneration, bonus and other benefits for the Board of Directors, the Supervisory Board; approval of internal governance regulations; operation regulations of the Board of Directors, Supervisory Board; approve the list of independent auditing firms; decide the independent auditing company to inspect the companys operations, dismiss independent auditors when deeming it necessary.

For related party transactions, Article 167 of the Enterprise Law 2020 provides for contracts, loan transactions, lending, and asset sale with a value greater than 10% of the total value of the enterprises assets as recorded in the report. Financial closest to a shareholder owning 51% of shares or related persons of that shareholder must be approved by the General Meeting of Shareholders. The Enterprise Law 2014 does not have this provision.

Article 143 of the Enterprise Law 2020 regarding inviting meetings of the General Meeting of Shareholders requires that the meeting invitation must be accompanied by the following documents: the agenda, documents used in the meeting and the draft resolution for each issue. topics in the agenda; votes.

The Law on Enterprises 2014 stipulates that the meeting invitation must be accompanied by the above documents together with the form to appoint an authorized representative to attend the meeting.

In addition, Article 145 of the Enterprise Law 2020 regarding the conditions for the meeting of the General Meeting of Shareholders stipulates that the meeting is held when the number of attending shareholders represents more than 50% of the total number of votes; A specific rate is provided by the companys charter.

If the first meeting is not eligible to be held, the notice of invitation for the second meeting must be sent within 30 days unless otherwise provided in the company charter. The second meeting is conducted when the number of attending shareholders representing 33% of the total number of votes or more; A specific rate is provided by the companys charter.

In case the conditions are still not eligible, the third meeting will be held regardless of the total number of votes of the attending shareholders.
The Law on Enterprises 2014 stipulates that the General Meeting of Shareholders is held when the number of attending shareholders represents at least 51% of the total number of votes; A specific rate is provided by the companys charter.

Conditions for passing congress resolutions

Article 148 of the Enterprise Law 2020 regarding the conditions for the resolution of the General Meeting of Shareholders to be passed stipulates the contents of the type of shares and the total number of shares of each class; change industries, trades and business areas; change in the companys organizational and management structure; investment projects or sale of assets with a value of 35% or more of the total value of assets recorded in the most recent financial statements of the company, unless the company charter provides a different rate or value; reorganization and dissolution of the company; Other issues due to the companys charter need 65% approval rate to be passed.

Basically, other content will need an approval rate of over 50% to get approved. In case the resolution is passed in the form of collecting written opinions, the approval of more than 50% of the total number of votes must be approved; A specific rate is provided by the companys charter.

Unless otherwise provided in the company charter, voting to elect members of the Board of Directors and the Supervisory Board must be done by cumulative voting.

For the contents that change the benefits and obligations of shareholders holding preference shares, only approved if the number of preferred shareholders of the same type attending the meeting own from 75% of the total number of preferred shares. that type becomes more endorsed. If collecting written opinions, it also needs 75% approval rate./.

Source: thoibaotaichinhvietnam.vn