Board Meetings shall be held as often as business requires, but at least once every quarter, and shall be presided over by the Chairman. The Chairman shall call for a Board Meeting at the request of any of (i) the General Director; (ii) any two Board Members; or (iii) the Supervisory Board.
Board Meetings shall be called for by not less than seven days’ written notice given in accordance with this Article 34.1 including particulars of the place, date, time and agenda for the meeting. Any notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of any relevant papers to be discussed at the meeting.
Board Meetings may be held any place within and outside the territory of Vietnam as the Board of Management may determine from time to time.
The Board Members may attend a Board Meeting by telephone or other electronic means of communication provided every such Board Member is able to hear and be heard by all the other Board Members attending in person. Attendance by such means shall constitute attendance in person.
If a Board Member is unable to attend any Board Meeting, he may appoint a proxy (who may or may not be another Board Member) in writing to attend in his place and vote on his behalf at such meeting. The proxy may be appointed for a specific Board Meeting or for any number of Board Meetings until further notice by the relevant Board Members. Every instrument of appointment shall be sent or delivered to the Chairman at the head office prior to the commencement of such Board Meeting. A proxy shall have one vote for each Board Member whom he represents and one vote for himself if he is also a Board Members in his own right.
Any manager may be required by any Board Member to attend any Board Meeting in order to report directly to the Board of Management with respect to any matters concerning the Company or the business of the Company for which they have responsibility or in connection with which they have knowledge or skill and shall provide the Board of Management with all additional information and/or documents concerning the operation of the Company and relevant to a Board Meeting as they may request.
The Board of Management may appoint a secretary (the "Board Secretary"). The Board Secretary shall keep a record of all proxies, meetings, resolutions passed, notices served, changes in the Charter and other matters of importance concerning the administration of the Company.
The Board Secretary may be removed from office and replaced at any time by the Board of Management.
The Board Secretary shall prepare complete and accurate minutes of each Board Meeting in English and Vietnamese including the names of those in attendance, the date and place of the Board Meeting, the matters discussed and resolutions passed. Notwithstanding the foregoing, if the Board Secretary cannot attend a Board Meeting, the Board of Management may appoint a temporary secretary in his or her place for the purposes of that meeting.
The Board Secretary shall circulate the minutes to all of the Board Members as soon as practicable after each meeting and, in any event, no later than seven days after the relevant meeting. The minutes of each Board Meeting shall be signed by the Chairman with a copy supplied to each Board Member and the original shall be filed at the head office of the Company or such other address as the Board of Management shall direct.
Reasonable expenses of Board Members incurred in connection with attendance at Board Meetings including travel and lodging shall be reimbursed by the Company in accordance with the policies on the reimbursement of such expenses passed by the Company from time to time.
Board Meeting Quorum
The quorum for a valid Board Meeting shall be achieved if three-fourths (3/4) of the total number of the Board Members in office are present in person or by proxy.
Where the stipulated numbers are not present at the meeting called for as stipulated in Article 35.1, the second meeting shall be called for within fifteen (15) days of the date of the intended first meeting. In this case, the meeting shall be conducted when there are more than one half of the total Board Members.
Voting at Board Meetings
Each Board Member shall have one vote. Issues arising out at a Board Meeting shall be decided by a simple majority of votes of attending Board Members (in person or represented by proxy). In the case of an equality of votes, the Chairman shall have a casting vote.
Minutes of the Shareholder Meeting and Minutes of the Board Meeting
All Shareholder Meetings and Board Meeting must be recorded in the Minutes Book. The meeting minutes must be completed and approved before the closing of the relevant meeting.
The chairperson of the relevant meeting and the secretary shall be jointly responsible for the accuracy and truthfulness of the relevant meeting minutes. The meeting minutes must be sent to all Shareholders and Board Members within 15 days from the closing date of the relevant meeting.
Written Resolutions without Board Meeting
A resolution in writing signed by all of the Board Members shall be valid and effectual as if it had been passed at a meeting of the Board of Management duly called for and held. Such resolution may consist of one or more documents in like form each signed by one or more Board Members. The expressions "in writing" and "signed" shall include approval by electronic or facsimile transmission.