Jsc charter charter table contents

Article 9: BOARD OF MEMBERS

(b) The BOM shall consist of at least two (02) BOM Members, all of whom shall be appointed by the Investor in accordance with the criteria and conditions as provided by the Laws of Vietnam from time to time. The Investor agrees that each of the BOM Members shall be required to act in accordance with the provisions of this Charter in exercising their duties as the BOM Member;

(c) The position of chairman (“Chairman”) of the BOM shall be appointed by the Investor from the BOM Members;

(d) The Chairman and each of the BOM Members shall, unless he/she dies, resigns, retires, is incapacitated or is removed from office earlier, hold an office term of five (05) years. The Chairman and the BOM Members may be re-appointed for the next terms by the Investor.

(i) Deciding on contents of the Charter and its amendment or supplement;

(ii) Deciding on development strategy annual business plan of the Company;

(iii) Deciding on structure of organizational management; appointing, exempting and dismissing managers of the Company;

(iv) Approving investment projects in equivalent to 50% or more of total value of assets of the Company as recorded in the latest financial report; a smaller percentage will be stipulated in this Charter;

(v) Deciding on development of market, marketing and technology;

(vi) Approving lending, borrowing contracts and others in equivalent to 50% or more of total value assets of the Company as recorded in the latest financial report; a smaller percentage will be stipulated in this Charter;

(vii) Deciding on sale of assets in equivalent to 50% or more of total value of assets of the Company as recorded in the latest financial report; a smaller percentage will be stipulated in this Charter;

(viii) Deciding on raising of Charter Capital of the Company; transfer of a part or whole of the Charter Capital to organizations or another person;

(ix) Deciding on setting up subsidiaries and making capital contribution to other companies;

(x) Undertaking supervision on business performance of the Company;

(xi) Deciding on usage of profits after paying taxes and other financial obligations;

(xii) Deciding on re-organization, liquidation and request for bankruptcy of the Company;

(xiii) Collecting all pecuniary assets of the Company after finishing liquidation or bankruptcy process;

(xiv) Other rights as stipulated in the Laws of Vietnam and this Charter.
(b) Subject to the provisions of this Charter, the BOM may delegate any of its power and authorities to the Director and may authorize the Director to act in all matters within the scope of any policies established by the BOM.
9.4. Rights of the Chairman
The Chairman of the BOM will have the rights and obligations as follows:

1. 
   To prepare or to organize preparation of working programs and plans of the BOM;
   
2. 
   To prepare or to organize preparation of programs, agenda and documents for meetings of the BOM;
   
3. 
   To convene and take the chair of the BOM meetings;
   
4. 
   To keep a key position of supervision, pushing up realization for all resolutions of the BOM;
   
5. 
   To notify the BOD, the Investor and the BOM Members of the resolutions of the BOM;
   
6. 
   To sign any resolutions of the BOM; and
   
7. 
   Do not give direct order to the Management Personnel and/or any employee of the Company.
   

1. Article 10: PROCEEDINGS OF THE BOARD OF MEMBERS

(b) Extraordinary BOM Meetings will be convened at the request of the Investor or the Chairman or the General Director or minimum of one (1) BOM Member;

(c) All BOM Meetings will be chaired by the Chairman or, if the Chairman is not present, by one of the BOM Members nominated by the Chairman.
10.2. Notice of the BOM Meetings
The written notice of each BOM Meeting must be given by the Chairman to all of the BOM Members at least fourteen (14) days before the BOM Meeting or such lesser period of notice as agreed on by the Chairman. The notice will state the date, time and venue of the BOM meeting and an agenda specifying the matters to be raised at the BOM Meeting.
10.3. Place of the BOM Meetings
The BOM Meetings will be held at the Company’s registered office or at any other places, either in Vietnam or elsewhere, as the BOM Members may agree on from time to time and may be conducted by telephone conference, video conference or in any other manner if so agreed by all BOM Members in writing giving due consideration to the best and most efficient manner for the conduct of the BOM Meetings in the prevailing circumstances.
10.4. Proxy
A BOM Member may appoint a proxy to attend the BOM Meetings and vote on his/her behalf in respect of the matters specified in the proxy form. The proxy may be appointed from one of the other BOM Members who will be entitled to cast an additional vote for each one of the BOM Members in respect of whom he acts as proxy. A proxy need not be a BOM Member.
10.5. Number of BOM members:
(a) A BOM Meeting will be validity constituted only if at least two thirds of the BOM members are present or represented by proxy.

(b) Any BOM member may participate in a BOM meeting by means of conference telephone, conference video, or other similar communication equipment whereby all BOM members participating in the meeting can hear each other and the participation in this manner will be considered to constitute presence in person at such BOM meeting.

(c) In case the General Director or any Deputy General Director who is not a BOM member attends the BOM meeting at the invitation of the BOM, he/she may report directly to the BOM with respect to operational matters but will not be allowed to vote in the meeting.
10.6. Agenda of the BOM Meetings

At the regular BOM Meeting of any fiscal year, the agenda will include the following points:

1. 
   Adoption of the annual financial statement of the Company;
   
2. 
   Annual report of the BOM;
   
3. 
   Appointment or removal of the BOM members at the request of the Investor;
   
4. 
   Appointment or removal of the Management Personnel, if any;
   
5. 
   Appointment of the Independent Auditor and fixing of their remuneration in accordance with Article 16;
   
6. 
   Declaration of dividends if any.
   

(a) The following important issues relating to the organization and operation of the Company shall be decided at a BOM Meeting by at least three quarters of the BOM Member present (whether in person or by proxy) at the BOM Meeting:

(i) Any amendment of or addition to the Charter;

(ii) Re-organization of the Company;

(iii) Assignment of the Charter Capital.
(b) Unless otherwise provided in the Article 10.7 (a), any issues that require resolutions of the of the BOM will be decided by the BOM on the basis of the principle of simple majority voting by the BOM member present (whether in person or by proxy entitled to vote) at the BOM meeting.
(c) A resolution in writing signed by at least three quarters of the BOM members shall be as valid and effectual as if it had been passed at a BOM meeting. Any such resolution may be contained in a single document or may consist of several documents in like form. For the purpose of this Article, “in writing” and “signed” include approval by telex, facsimile, cable or telegram.
(d) Notwithstanding the foregoing, the decisions of the BOM meeting on amendment of or addition to this Charter, re-organization of the Company and assignment of the Charter Capital shall take legal effect only after being approved by the Investor.
10.8. Minute of the BOM meetings
Contents of all BOM meetings must be recorded in writing with signature of all BOM members attending the meeting and must be recorded in the book of meeting minutes of the Company.

2. Article 11: BOARDS OF DIRECTORS OF THE COMPANY

11.1.The Board of Directors (“BOD”) of the Company will be responsible for controlling and managing day to day business activities of the Company and must report to the BOM and will, at all times, comply with instructions, orders, resolutions and approvals of the BOM. The BOD of the Company will be appointed and dismissed by the BOM from time to time and will consist of the General Director and Deputy General Directors (“Management Personnel”);

11.2. Each of the Management Personnel will, unless he/she dies, retires, resigns or is removed from the office earlier, hold an office term of 05 (five) years or for such other term as may otherwise be set by the BOM. Each of the Management Personnel may be re-appointed for the next term or may be removed from the office earlier by the BOM.

11.3. The rights and responsibilities of the Management Personnel will be reflected in the labor contract signed between each of them and the Chairman for and on behalf of The Company, in accordance with this Charter and the Laws of Vietnam.

1. 
   Fulfill the BOM’ resolutions, that not contrary to the Laws of Vietnam as well as to this Charter;
   
2. 
   Represent the Company in its dealings;
   
3. 
   Be responsible for external relations, signing economic contracts within value limits established by the BOM and other corporate documents and actions on behalf of the Company and handling other matters entrusted to him/her by the BOM.
   
4. 
   Propose an organization structure suitable for the needs of the Company’s business, employ and dismiss the Company’s personnel and staff (except persons appointed by the BOM according to this Charter), determine the remuneration, rewards, disciplinary actions, promotions, motivation, training, incentive and salaries for such personnel and staffs;
   
5. 
   Draw up operational rules and regulations for the operation and management of the Company and the division of labor and responsibilities and the function of various staff and employees and implement the same;
   
6. 
   Draw up annual operating plans and such other plans for the Company as are considered appropriate and, implement the same;
   
7. 
   Make such management decisions as are necessary to maintain a productive, safe efficient and profitable operation of the Company;
   
8. 
   On behalf of the Company before authorities, courts and other third parties on matters relevant to the Company’s operation, within contents of this Charter and;
   
9. 
   Act in all matters of the Company as authorized by the BOM.
   

12.2. The General Director will be responsible for the followings, subject to the overall direction, authority and supervision of the BOM.

1. 
   Ensuring that the Company and its employees comply with all relevant Laws and Regulations of Vietnam;
   
2. 
   Ensuring that the day-to-day operation of the Company will be carried on in accordance with the directives, plan budgets, procedures, ethics policy and resolutions of the BOM;
   
3. 
   Reporting to the BOM in respect of the Company’s business.
   

12.3 Other Management Personnel will report to and assist the General Director and will have such responsibilities as specified from time to time by the BOM.

1. 
   Inspecting lawfulness, fiduciary, and diligence of the BOM, the Chairman, the General Director in performing their respective rights, duties, and obligations;
   
2. 
   Examining reports on financial statement, business performance, management and others before submitting them to Investor and relevant State Agencies; submitting the Investor examination report thereof;
   
3. 
   Recommending proposals for change and adjustment of the organizational management of the Company;
   
4. 
   Other obligations as stipulated in this Charter or decisions made by the Investor.
   

13.3. The Inspection Committee is entitled to review any documents of the Company at the head office, branches or representative’s offices. BOM members, Chairman, and other managers are required to provide fully and promptly information in relation to business and performance as requested by the Inspection Committee.

3. Article 15: ACCOUTING AND STATISTICS OF THE COMPANY

15.1 The Company will operate on the principle of independent business, self-accounting and be responsible for its own profits and losses;

15.3. The currency of denomination used in bookkeeping will be in Vietnamese Dong and US Dollar. Conversion of any currency used for purchases as well as accounting purposes will be executed in accordance with the exchange rate published by the bank where the Company has its account at the time of actual payment;

15.4. All accounting records, vouchers, books and statements of the Company will be made and kept in English and Vietnamese languages. In the event of a dispute as to the content or meaning of the accounting reports, the English version will prevail;

15.5. The depreciation rate of the fixed assets of the Company will be in conformity with the regulations on the depreciation of fixed assets issued by the Ministry of Finance of Vietnam from time to time.

As determined by the BOM, an independent Auditing Firm licensed or otherwise authorized to carry out auditing in Vietnam will be engaged by the Company as its auditor (Independent Auditor) to examine and verify the financial receipts, expenditures and accounts, including the annual financial reports. Any and all costs related to the performance of such independent audit by the Independent Auditor as above mentioned will be at the expense of the Company.

The Company shall open specialized capital deposit account and interest –bearing account in both Vietnamese and foreign currency at a commercial bank of Vietnam or a joint venture bank or branch of foreign bank permitted to operate in Vietnam as decided by the BOM in accordance with the Law on Investment, the Law on Enterprises and other relevant regulations. The Company is allowed to maintain foreign exchange accounts in order to meet its foreign exchange obligations.

18.1. Vietnamese currency (Vietnamese Dong) will be used to make all purchases in Vietnamese market, to pay for electricity, water as well as wages to the Company’s Vietnamese staff;

18.2. Foreign currency (US Dollar) will be used to make all purchases outside of Vietnam and to pay wages to the Company’s expatriate staff;

18.3. Foreign exchange available to the Company will be used in following purposes but not limited as follows.

(a) Payment for offshore services and for imported machinery, equipment, materials and other expenses of the Company required to be paid in foreign exchange by the Company;

(b) Payment of principal and interest in respect of borrowing of foreign exchange by the Company;

(c) Payment of expatriate personnel’s salaries and of foreign exchange expenses related to such personnel’s business trips;

(d) Payment of foreign exchange expenses related to attendance of the BOM members at the BOM meetings;

(e) Payment of the net shares in profit to the Investor in accordance with Article 21 below;

(f) Other payments, which the BOM decides, should be made in foreign exchange in accordance to the prevailing Laws of Vietnam.

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