VIETNAM CHAMBER OF COMMERCE AND INDUSTRY
Liên Đoàn Thương Mại Và Công Nghiệp Việt Nam
The most inadequate things that have been abusedand have not yet been amendedas well as supplemented:
- These are two very inadequate things that be in contrary to Article 30 of the constitution 2013 which have not been studied and amended.
- These regulations mean: Facilitating, encouraging and protecting who violate the law, against the cleanup undertakings of corruption of our Party.
- The amendment and supplementation of the Law will no longer make sense when: The Board of Directors is still protected to blatantly violate the law, to violate the shareholders' assets and deprive the State budget revenues whileshareholders are handcuffed by these regulations together with Article 57 of the Securities Law on security, does not allow shareholders to have access to information to become a lawsuit group.
- Why those who violate the law and do not implement the law, if we want to resist the wrongdoings, shareholders must have 10% of the total shares worth hundreds or even trillions?
- These regulations mean asking shareholders to fly themselves to heaven to seek justice.
- If you don't want to be sued, the board of directors is required to strictly comply with the provisions of the law.
- If these things are not corrected, corruption will be multiplied, especially for joint stock companies that have no capital and state control.
- To avoid some shareholders taking advantage of the lawsuit to sue, please add more: The losing party must bear the legal cost and must be responsible before the law for the truthfulness of the petitioner.
- If the board of directors violates the law and does not comply with the law in addition to being sued, shareholders also have the right to denounce to law enforcement agencies.
To uphold the discipline of water magic, propose to remove the 10% rule (Article 147) and 1% (Article 161) of total shares.
This stipulates that the board has the right to sell shareholders' assets with a value of less than 35% of the total assets. If the board of directors is allowed to sell the property as it is now, it is not necessary to pass the annual general meeting of shareholders: The Board of Directors will sell the shareholders' assets to themselves and their descendants at a price of VND,0, 3 times of sale is out of stock of shareholders. Please remove the provisions of 2 of this Article.
Currently, the Board of Directors has been taking advantage of Article 158 to allow itself not only to receive salaries but also to receive 2 times of pre- and post-tax remuneration, averagely each month several hundred million dong for each member.
- Non-specialized managers who sit at their homeand do not participate in management, without the 2 remunerations, they are also entitled to salary as the executive participants.
- Full-time managers,without their salary, they are also entitled to 2 remunerations. In order to avoid being abused, I would like to recommend:
+ Remuneration paid to non-specialized members of the board of directors and other managers.
+ Salaries paid to specialized managers are directors or general directors and other managers.
Wages, remuneration, bonuses paid to members of the board of directors and other managers shall be decided by the annual general meeting of shareholders and must be expressed in separate items in the financial statements.
Cause: The chairman of the board is the person who is hired by the owner will not have the right to take shareholders' money to pay the director or general director, owner (shareholder) is the person to has the right.
The Board of Directors has been abusing Article 158 saying unclear and be entitled to pay salaries, bonuses and remuneration for itself, not according to the results and business performance, leading to: loss and no profit to pay dividends for shareholders and deprivation of state budget revenues through corporate income tax.
- Currently, for joint stock companies with state capital, the state holds the right to approve salary, bonus and welfare funds for employees including directors or general directors.
- Currently, for joint stock companies with state capital, the state holds the right to approve salary, bonus and welfare funds for employees including directors or general directors.
Salary, bonus, welfare fund for employees and specialized managers. Remuneration and bonuses for non-specialized managers according to business results and efficiency. Currently the salary fund is paid to the employees, including the director that has not specified who approved this fund.
- Other resolutions not related to the shareholders' assets and interests are passed when the shareholders represent at least 51% of the voting votes.
- Relevant people and related interests do not have the right to vote on things related to benefits.
- If the controllingdepartment is a relative of the board of directors, they are persons involved who will never resist the wrongdoing of relatives.
- If the controllingdepartment is the persons who is working at the company when: The job and all their rights are always dependent on the board, they are personswho protectfor the board.
- Perhaps we have not forgotten the lesson in the 90s of the last century, the state has set up an internal audit committee which has been neutralized by business leaders and disbanded.
It is from the current practice that the controllingdepartment not only has no effect but also loses the remuneration for them.Therefore, I would like to recommend adding more: The members of the controlling department are not relatives of the board of directors, who are persons not working at the company.
