Vote Board Chairman held out why rules ?

Question: I was President of the Board (the "BOARD") of a public company. As a rule, the term of the BOARD, the Supervisory Board ("EXECUTIVE COMMITTEE") is a 5-year term of the BOARD should, BKS will expire in November 2010. However, to facilitate the Organization of the election BOARD, term 2, company BKS BODS like to the General Assembly of shareholders ("ĐHĐCĐ") (on 19/4/2010)-renewal of the term of the BOARD, EXECUTIVE COMMITTEE until April 2011. Please ask, this extension is this true or not? If not please direct shareholder comments at ĐHĐCĐ then BOM can indirect shareholder opinion in writing? If Congress does not pass the extension of the elected BOARD, BKS second term will be held out of the new law true stars?

Vote Board Chairman held out why rules ?
Reply:

1. In relation to the extension of the term of the BOARD and EXECUTIVE COMMITTEE:

Currently, under the provisions of the law, the term of the BOD shall be 5 years, the term of the Member of the Board and EXECUTIVE COMMITTEE not to exceed 5 years. As such, corporate law does not mention the extension of the term of the BOD and BKS than 5 years. Paragraph 3 to article 121 business law: "in the case at the time of the end of the term that a new term has not been elected EXECUTIVE COMMITTEE, the BKS have term continues to make the right and duties until the term of the newly elected EXECUTIVE COMMITTEE and duty". Item 2 Article 109 business law: "the BOARD of the term just ended remained active until a new BOARD is elected and govern the work". As such, pursuant to paragraph 3 to article 121, paragraph 2 Article 109 business law, the BOARD and EXECUTIVE COMMITTEE are continuing to make his tenure while the BOARD and EXECUTIVE COMMITTEE and newly elected.

This means that, indirectly, of the EXECUTIVE COMMITTEE and BOARD to be automatically renewed without having to ask permission. However, it should also be noted that, according to point b of paragraph 3 to article 79 of law business, in which case the term of the BOARD has exceeded 6 months that has not yet elected a new BOARD, the shareholders or groups of shareholders owning more than 10% of the total number of common shares within a period of at least 6 consecutive months or a smaller ratio as defined in the Charter companies , have the right to request the convening of a meeting to elect a new term of BOARD ĐHĐCĐ. Read more : Rights And Obligations Of The Operator Control Board Legal Or Not ?

2. BOD election procedures and related BKS:

If the Charter company does not otherwise specified, the base point d item 2 Article 104 business law, the election of DIRECTORS and the EXECUTIVE COMMITTEE of the new term is adopted by vote at the meeting ĐHĐCĐ not allowed ĐHĐCĐ comments written. According to resolution No. 71/2006/QH11 of Parliament on 29 November 2006 ratified the Protocol establishing agreements to join the World Trade Organization (WTO) of Vietnam, the decision shall be adopted when the number of shareholders representing at least 51% of the total votes of all the shareholders voting at the meeting to approve the project unless the Charter provisions.