Decree No. 71/2017/NĐ-CP guiding corporate governance applicable to public companies

DECREE

Guidelines on corporate governance apply to public companies.

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Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Enterprise Law dated November 26, 2014;

Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

At the proposal of the Minister of Finance;

The Government issues a Decree guiding corporate governance for public companies.

 

PART I

GENERAL PROVISIONS

 

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

This Decree stipulates and guides issues related to corporate governance for public companies, including:

a) Shareholders' Meeting;

b) Board of Directors;

c) Supervisory Board;

d) Transactions with Related Parties;

đ) Reports and Information Disclosure.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

a) Public companies;

b) Shareholders of public companies and organizations or individuals related to shareholders;

c) Members of the Board of Directors, Supervisors, and business managers of public companies and organizations or individuals related to these entities;

d) Organizations and individuals with interests related to public companies.

Article 2. Explanation of terms

In this Decree, the following terms are understood as follows:

1. Corporate governance is a system of principles, including:

a) Ensuring a reasonable corporate governance structure;

b) Ensuring the effectiveness of the Board of Directors and the Supervisory Board;

c) Ensuring the rights of shareholders and related parties;

d) Ensuring fair treatment among shareholders;

đ) Transparency in all company activities.

2. Public companies are joint-stock companies as defined in Clause 1, Article 25 of the Securities Law.

3. Major shareholders are shareholders as defined in Clause 9, Article 6 of the Securities Law.

4. Business managers are defined in Clause 18, Article 4 of the Enterprise Law.

5. Business executives are General Managers (Chairman of the Board), Deputy General Managers (Vice Chairman of the Board), Chief Accountants, and other executives as provided for in the Company Charter.

6. Non-executive Board members (hereinafter referred to as non-executive members) are Board members who are not General Managers (Chairman of the Board), Deputy General Managers (Vice Chairman of the Board), Chief Accountants, and other executives as provided for in the Company Charter.

7. Independent Board members (hereinafter referred to as independent members) are members as defined in Clause 2, Article 151 of the Enterprise Law.

8. Corporate governance officers are those responsible and authorized as provided for in Article 18 of this Decree.

9. Related parties are individuals or organizations as defined in Clause 17, Article 4 of the Enterprise Law, and Clause 34, Article 6 of the Securities Law.

Article 3. Principles for Applying Specialized Laws

In cases where specialized laws have different provisions on corporate governance from those set out in this Decree, the provisions of the specialized laws shall apply.

Chapter II

SHAREHOLDERS AND SHAREHOLDERS' MEETING

 

Article 4. Rights and Obligations of Shareholders

1. Shareholders have all rights and obligations as prescribed in Articles 114 and 115 of the Enterprise Law and the Company Charter, in addition, shareholders of public companies have the following rights:

a) Right to fair treatment. Each share of the same type confers equal rights, obligations, and benefits on the shareholder. In cases where the company has preferred shares, the rights and obligations attached to preferred shares must be approved by the Shareholders' Meeting and fully disclosed to shareholders;

b) Right to access complete periodic and extraordinary information published by the company as required by law.

2. Shareholders have the right to protect their legitimate rights. In cases where decisions of the Shareholders' Meeting violate the law or the Company Charter, or decisions of the Board of Directors made contrary to the law or the Company Charter cause damage to the company, shareholders have the right to request cancellation or suspension of such decisions in accordance with the Enterprise Law.

Article 5. Obligations of Major Shareholders

In addition to the obligations of shareholders as stipulated by the Enterprise Law, major shareholders must also ensure compliance with the following obligations:

1. Major shareholders shall not take advantage of their dominant position to affect the rights and interests of the company and other shareholders as prescribed by law and the Company's Articles of Association.

2. Major shareholders have the obligation to disclose information as prescribed by law.

Article 6. Articles of Association

1. The Articles of Association are approved by the General Meeting of Shareholders and must not contravene the Enterprise Law, Securities Law, this Decree, and related legal documents.

2. The Ministry of Finance shall provide a model Articles of Association for public companies to refer to when drafting their own Articles of Association.

Article 7. Internal Rules on Corporate Governance

1. Internal rules on corporate governance are established by the Board of Directors and submitted to the General Meeting of Shareholders for approval. These internal rules must not contravene legal provisions and the Company's Articles of Association.

2. The Ministry of Finance shall provide a model for internal rules on corporate governance for public companies to refer to when drafting their own internal rules.

Article 8. General Meeting of Shareholders

The General Meeting of Shareholders is conducted in accordance with the provisions of the Enterprise Law, and must also comply with the following requirements:

1. Public companies must strictly adhere to the procedures and formalities for convening the General Meeting of Shareholders as prescribed by law, the Company's Articles of Association, and internal regulations of the company. Public companies must announce information about the list of shareholders eligible to attend the General Meeting of Shareholders at least twenty days before the final registration date. Public companies must specify in the internal rules on corporate governance the procedures for granting proxy and issuing power of attorney for shareholders.

2. The Board of Directors or the convener of the General Meeting of Shareholders arranges the agenda, venue, and time reasonably to discuss and vote on each issue in the meeting agenda as prescribed in Clause 7, Article 136 of the Enterprise Law.

3. Public companies must specify in the internal rules on corporate governance the application of modern information technology to allow shareholders to participate and express opinions at the General Meeting of Shareholders, including guidance on shareholders voting through online General Meetings, electronic voting, or other electronic methods as prescribed in Article 140 of the Enterprise Law and the Company's Articles of Association.

4. Public companies must organize annual General Meetings of Shareholders in accordance with the Enterprise Law. Annual General Meetings of Shareholders shall not be held in the form of soliciting shareholder opinions in writing. If the audit report of the company's financial statements for the year contains significant exceptions, public companies may invite representatives of independent auditing firms to attend the annual General Meeting of Shareholders.

Article 9. Report on the Activities of the Board of Directors at the Annual General Meeting of Shareholders

The report on the activities of the Board of Directors presented to the annual General Meeting of Shareholders must comply with point c, clause 2, Article 136 of the Enterprise Law and the Company's Articles of Association, and must also include the following contents:

1. Remuneration, operating expenses, and other benefits of the Board of Directors and each member of the Board of Directors as prescribed in clause 3, Article 158 of the Enterprise Law and the Company's Articles of Association.

2. Summary of meetings of the Board of Directors and decisions made by the Board of Directors.

3. Evaluation results of independent Board of Directors members regarding the activities of the Board of Directors (if applicable).

4. Activities of the Internal Audit Department under the Board of Directors in cases where the company operates according to the model prescribed in point b, clause 1, Article 134 of the Enterprise Law.

5. Activities of other sub-committees under the Board of Directors (if applicable).

6. Supervision results concerning the Director (General Director).

7. Supervision results concerning other managers.

8. Future plans.

Article 10. Report on the activities of the Supervisory Board at the Annual General Meeting of Shareholders

In the case where a public company operates under the model prescribed in point a, Clause 1, Article 134 of the Enterprise Law, the Report on the activities of the Supervisory Board submitted to the Annual General Meeting of Shareholders shall comply with the provisions set out in points d and đ, Clause 2, Article 136 of the Enterprise Law, and must also ensure the following contents:

1. Remuneration, operating expenses, and other benefits for the Supervisory Board and each Supervisor as stipulated in Clause 3, Article 167 of the Enterprise Law and the Company Charter.

2. Summary of meetings held by the Supervisory Board and its conclusions, recommendations.

3. Results of monitoring the company's operations and financial status.

4. Results of monitoring the Board of Directors, the Director (General Director), and other business managers.

5. Results of evaluating the cooperation between the Supervisory Board and the Board of Directors, the Director (General Director), and shareholders.

 

Chapter III

BOARD OF MANAGEMENT AND BOARD OF MANAGEMENT MEMBERS

 

Article 11. Nomination and Candidacy for Board of Management Members

1. In cases where candidates have been determined beforehand, information related to Board of Management candidates must be published on the company’s electronic information website at least ten days before the opening of the Annual General Meeting of Shareholders so that shareholders can understand about these candidates before voting. Board of Management candidates must provide a written commitment regarding the truthfulness, accuracy, and reasonableness of the personal information disclosed and must commit to performing their duties honestly, faithfully, carefully, and in the best interest of the company if elected as Board of Management members. Information related to Board of Management candidates must include at least:

a) Full name, date of birth;

b) Professional qualifications;

c) Work experience;

d) Other information (if any) as prescribed in the Company Charter.

The public company must ensure that shareholders can access information about companies where the candidate holds positions as Board of Management members, other management positions, and any interests related to the candidate's companies (if any).

2. Shareholders or groups of shareholders holding ordinary shares continuously for at least six months have the right to nominate Board of Management candidates according to the provisions of the Enterprise Law and the Company Charter.

3. In cases where the number of Board of Management candidates through nominations and candidacies still does not meet the required number as stipulated in Clause 4, Article 114 of the Enterprise Law, the incumbent Board of Management may introduce additional candidates or organize nominations according to the Company Charter and the internal regulations on corporate governance of the company. The introduction of additional candidates by the Board of Management must be clearly announced before the Annual General Meeting of Shareholders votes to elect Board of Management members in accordance with the law.

Article 12. Qualifications of Board of Management Members

1. Board of Management members must meet the standards and conditions as prescribed in Clause 1, Article 151 of the Enterprise Law and the Company Charter. Board of Management members may not necessarily be shareholders of the company.

2. The Chairman of the Board of Management cannot concurrently hold the position of Director (General Director) of the same public company.

3. A member of the Board of Management of one public company cannot simultaneously be a member of the Board of Management of more than five other companies.

Article 13. Members of the Board of Directors

1. The number of members of the Board of Directors of a public company must be at least three persons and not more than eleven persons. The composition of the Board of Directors must ensure a balance among members with knowledge and experience in law, finance, and the business activities of the company, taking into account gender factors.

2. The composition of the Board of Directors of a public company must ensure a balance between executive members and non-executive members. At least one-third of the total number of Board of Directors members must be non-executive members.

3. A public company must limit the number of Board of Directors members who concurrently hold executive positions to ensure the independence of the Board of Directors.

4. In cases where a public company that has not been listed operates under the model prescribed in point b, Clause 1, Article 134 of the Enterprise Law, the composition of the Board of Directors of the company must ensure that at least one-fifth of the total number of Board of Directors members are independent members. If the number of Board of Directors members of a public company is less than five, the company must ensure that there is one independent member on the Board of Directors.

5. The composition of the Board of Directors of a listed company must ensure that at least one-third of the total number of Board of Directors members are independent members.

Article 14. Rights and Responsibilities of Board of Directors Members

1. Board of Directors members have all rights as stipulated by the Enterprise Law, relevant laws, and the Company Charter, including the right to be provided with information and documents about the financial situation and business operations of the company and its units.

2. Board of Directors members have responsibilities as prescribed by the Enterprise Law and the Company Charter, in addition to ensuring the following responsibilities:

a) Fulfilling their duties honestly and carefully for the highest benefit of shareholders and the company;

b) Attending all meetings of the Board of Directors and clearly expressing opinions on issues discussed;

c) Reporting promptly and fully to the Board of Directors on remuneration received from subsidiaries, associated companies, and other organizations where they represent the company's equity interest;

d) Reporting to the State Securities Commission, Stock Exchange, and making public information when conducting stock transactions of the company according to the provisions of the law.

3. Board of Directors members may be insured by the company with the approval of the Shareholders' Meeting. This insurance does not cover the responsibilities of Board of Directors members related to violations of the law and the Company Charter.

Article 15. Responsibilities and Obligations of the Board of Directors

The Board of Directors must comply fully with responsibilities and obligations as prescribed by the Enterprise Law and the Company Charter, in addition to having the following responsibilities and obligations:

1. Being accountable to shareholders for the company's operations.

2. Treating all shareholders equally and respecting the interests of those with rights related to the company.

3. Ensuring the company's operations comply with legal regulations, the Company Charter, and internal rules of the company.

4. Establishing internal corporate governance regulations and submitting them to the Shareholders' Meeting for approval as prescribed in Article 7 of this Decree.

5. Reporting the activities of the Board of Directors to the Shareholders' Meeting as prescribed in Article 9 of this Decree.

Article 16. Board of Directors Meetings

1. The Board of Directors must organize meetings at least once every quarter according to the procedures stipulated in the Company Charter and the Corporate Governance Regulations of the company. The organization of Board of Directors meetings, meeting agendas, and related materials must be notified to Board members in advance within the time limits prescribed by law and the Company Charter.

2. Meeting minutes of the Board of Directors must be detailed and clear. The chairperson of the meeting and the person recording the minutes must sign the meeting minutes. The meeting minutes of the Board of Directors must be kept in accordance with the provisions of law and the Company Charter.

3. Annually, the Board of Directors requests independent members to submit reports evaluating the activities of the Board of Directors, and these evaluation reports may be published at the annual General Shareholders' Meeting.

Article 17. Subcommittees under the Board of Directors of Listed Companies

1. The Board of Directors of listed companies may establish subcommittees to support the operations of the Board of Directors, such as human resources subcommittees, remuneration subcommittees, and other subcommittees. The Board of Directors needs to appoint at least one independent Board member as the head of the human resources subcommittee and the remuneration subcommittee. The establishment of subcommittees must be approved by the General Shareholders' Meeting.

2. In cases where human resources subcommittees and remuneration subcommittees are not established, the Board of Directors may assign independent Board members to assist the Board in human resources and remuneration activities.

3. The Board of Directors shall specify in detail the procedures for establishing subcommittees, the responsibilities of each subcommittee, the responsibilities of subcommittee members, or the responsibilities of independent members appointed to oversee human resources and remuneration.

Article 18. Corporate Governance Officer

1. The Board of Directors of listed companies must appoint at least one person to perform the duties of the Corporate Governance Officer. The Corporate Governance Officer may concurrently serve as the Company Secretary in accordance with Clause 5 of Article 152 of the Enterprise Law.

2. The Corporate Governance Officer must have knowledge of the law and cannot simultaneously work for an independent auditing firm that is conducting audits of the company's financial statements.

3. The Corporate Governance Officer has the following rights and obligations:

a) Advising the Board of Directors on organizing General Shareholders' Meetings in accordance with regulations and related matters between the company and shareholders;

b) Preparing Board of Directors, Supervisory Board, and General Shareholders' Meetings as required by the Board of Directors or the Supervisory Board;

c) Advising on the procedures for meetings;

d) Attending meetings;

e) Advising on the procedures for drafting resolutions of the Board of Directors in compliance with the law;

f) Providing financial information, copies of Board of Directors meeting minutes, and other information to Board members and Supervisors;

g) Monitoring and reporting to the Board of Directors on the company's information disclosure activities;

h) Safeguarding information in accordance with legal provisions and the Company Charter;

i) Other rights and obligations as prescribed by law and the Company Charter.

 

Chapter IV

SUPERVISORY BOARD AND SUPERVISORS

 

Article 19. Nomination and Candidacy for Supervisors

1. Except where otherwise provided in the Company's Articles of Association, the nomination and candidacy for supervisors shall be carried out in accordance with the provisions of Article 11 of this Decree.

2. In cases where the number of candidates nominated and nominated by the Board of Supervisors does not meet the required number, the incumbent Board of Supervisors may nominate additional candidates or organize nominations according to the mechanism stipulated in the Company's Articles of Association and internal regulations on corporate governance.

Article 20. Supervisors

1. The minimum number of supervisors is three (3) and the maximum is five (5). A supervisor need not be a shareholder of the company.

2. Supervisors must meet the criteria and conditions prescribed in Clause 1 of Article 164 of the Enterprise Law, the Company's Articles of Association, and must not fall under any of the following circumstances:

a) Working in the accounting or finance department of the company;

b) Being a member or employee of an independent auditing firm that has audited the company's financial reports in the three (3) consecutive years prior to the current year.

3. For listed companies and public companies in which the State holds more than fifty percent (50%) of the charter capital, supervisors must be certified public accountants or accountants.

4. The Chairman of the Board of Supervisors must be a professional accountant or auditor and must work exclusively at the company.

Article 21. Rights and Obligations of Supervisors

1. Supervisors have the rights as prescribed by the Enterprise Law, relevant laws, and the Company's Articles of Association, including the right to access information and documents related to the company's operations. Members of the Board of Directors, General Director (Managing Director), and other business managers are responsible for providing timely and complete information upon request from the Supervisor.

2. Supervisors are responsible for complying with the provisions of laws, the Company's Articles of Association, and professional ethics in exercising their rights and obligations. Public companies may guide the activities and execution of duties of supervisors according to the provisions of laws and the Company's Articles of Association.

Article 22. Rights and Obligations of the Board of Supervisors

The Board of Supervisors has the rights and obligations as prescribed in Article 165 of the Enterprise Law and the Company's Articles of Association, in addition to the following rights and obligations:

1. Proposing and recommending the Shareholders' Meeting to approve the organization of an independent auditing firm to audit the Financial Report of the company.

2. Being accountable to shareholders for its supervisory activities.

3. Monitoring the company's financial situation, legality in the activities of members of the Board of Directors, General Director (Managing Director), other managers, and coordination of activities between the Board of Supervisors and the Board of Directors, General Director (Managing Director), and shareholders.

4. In case of discovering violations of laws or breaches of the Company's Articles of Association by members of the Board of Directors, General Director (Managing Director), and other business managers, they must report in writing to the Board of Directors within forty-eight (48) hours, requesting the violator to cease the violation and take corrective measures.

5. Reporting to the Shareholders' Meeting as prescribed in Article 10 of this Decree.

Article 23. Meetings of the Supervisory Board

1. The Supervisory Board must convene at least two meetings per year, with the number of participants being no less than 2/3 of the Supervisors. The minutes of the Supervisory Board meetings must be detailed and clear. The Secretary and Supervisors attending the meeting must sign their names on the meeting minutes. Meeting minutes of the Supervisory Board must be kept to determine the responsibility of each Supervisor.

2. The Supervisory Board has the right to request members of the Management Board, General Director (Managing Director), and representatives of independent auditors to attend and answer issues of concern to the Supervisors.

Chapter V

PREVENTING CONFLICTS OF INTEREST

 

Article 24. Duty of honesty and avoidance of conflicts of interest for business managers

1. Members of the Management Board, Supervisors, General Director (Managing Director), and other managers must disclose related interests as prescribed by the Law on Enterprises and relevant legal documents.

2. Members of the Management Board, Supervisors, General Director (Managing Director), other managers, and associates of these members may not use information obtained through their positions for personal gain or to serve the interests of organizations or individuals.

3. Members of the Management Board, Supervisors, General Director (Managing Director), and other managers have the obligation to report to the Management Board and the Supervisory Board about transactions between the company, subsidiaries, and companies in which the public corporation holds more than 50% of the charter capital with such member or with associates of that member, as prescribed by law. For transactions of the above subjects approved by the Shareholders' Meeting or the Management Board, the public corporation must disclose information about these resolutions according to the regulations on information disclosure under the Securities Law.

4. Members of the Management Board may not vote on transactions that benefit them or their associates, as prescribed by the Law on Enterprises and the Company Charter.

5. Members of the Management Board, Supervisors, General Director (Managing Director), other managers, and associates of these members may not use non-disclosed information of the company or reveal it to others to conduct related transactions.

Article 25. Transactions with Related Parties

1. When conducting transactions with related parties, the public corporation must enter into a written contract based on the principles of equality and voluntariness.

2. The public corporation applies necessary measures to prevent related parties from interfering in the company's operations and causing harm to the company's interests through controlling transactions, purchases, prices of goods and services of the company.

3. The public corporation applies necessary measures to prevent shareholders and related parties from conducting transactions that result in the loss of capital, assets, or other resources of the company.

Article 26. Transactions with Shareholders, Business Managers, and Associates of These Subjects

1. The public corporation shall not provide loans or guarantees to individual shareholders and associates of such shareholders, except when the public corporation is a credit organization.

2. The public corporation shall not provide loans or guarantees to organizational shareholders and associates of such shareholders who are individuals, except in the following cases:

a) The public corporation is a credit organization;

b) The shareholder is a subsidiary company in cases where the subsidiary is a company without state-owned shares and has contributed capital or purchased shares of the public corporation before July 1, 2015, as stipulated in Clause 6, Article 16 of Decree No. 96/2015/ND-CP dated October 19, 2015 of the Government detailing some provisions of the Law on Enterprises.

3. The public corporation shall not provide loans or guarantees to associates of organizational shareholders, except in the following cases:

a) The public corporation is a credit organization;

b) The public corporation and the associated organization of the shareholder are companies within the same group or companies operating as a corporate group, including parent-child companies, economic groups, and such transactions must be approved by the Shareholders' Meeting or the Management Board according to the Company Charter;

c) In cases where the law provides otherwise.

4. Except for transactions approved by the Shareholders' Meeting, the public corporation shall not carry out the following transactions:

a) Providing loans or guarantees to members of the Management Board, Supervisors, General Director (Managing Director), other managers, and individuals or organizations associated with these subjects, except in cases where the public corporation and the associated organization of the shareholder are companies within the same group or companies operating as a corporate group, including parent-child companies, economic groups, and specialized laws provide otherwise;

b) Transactions leading to a total transaction value of 35% or more of the total asset value recorded in the most recent financial report between the public corporation and one of the following:

- Members of the Management Board, Supervisors, General Director (Managing Director), other managers, and associates of these subjects;

- Shareholders, proxies of shareholders holding over 10% of the total ordinary share capital of the company, and their associates;

- Businesses related to the subjects specified in Clause 2, Article 159 of the Law on Enterprises.

5. The Management Board approves contracts and transactions at point b, Clause 4 of this Article with a value less than 35% of the total asset value recorded in the most recent financial report or another ratio lower than that prescribed in the Company Charter.

Article 27. Ensuring the Legal Rights of Persons with Interests Related to the Company

1. Public companies must fulfill their responsibilities towards the community and persons with interests related to the company in accordance with current laws and the Company's Charter.

2. Public companies must comply with laws on labor, environment, and society.

Chapter VI

REPORTING AND DISCLOSURE OF INFORMATION

 

Article 28. Obligation to Disclose Information

1. Public companies have the obligation to disclose complete, accurate, and timely periodic and extraordinary information about their business operations, financial status, and corporate governance to shareholders and the public. Public companies must also disclose other information promptly if such information has the potential to affect the price of securities and influence the decisions of shareholders and investors. The disclosure of information shall be carried out in accordance with the provisions of the law and the Company's Charter.

2. Disclosure of information must ensure that shareholders and the public can access it fairly. The language used in disclosing information must be clear, understandable, and avoid misleading shareholders and investors.

Article 29. Disclosure of Information on Corporate Management Structure

1. Public companies must report to the State Securities Commission, Stock Exchange, and disclose information on their management structure and operations in accordance with Article 134 of the Enterprise Law.

2. In cases where the company changes its operational model, public companies must report to the State Securities Commission, Stock Exchange, and disclose this information within 24 hours from when the General Shareholders' Meeting decides to change the model.

Article 30. Disclosure of Information on Corporate Governance

1. Public companies must disclose information on corporate governance at annual General Shareholders' Meetings and in the Annual Report of the company in accordance with the provisions of the law on the disclosure of information.

2. Listed companies have the obligation to report semi-annually and disclose information on corporate governance in accordance with the provisions of the law on the disclosure of information.

Article 31. Disclosure of Information on the Income of the Director (General Director)

The salary of the Director (General Director) and other managers must be presented as a separate item in the company's annual financial report and reported to the General Shareholders' Meeting at the annual meeting.

Article 32. Responsibilities for Reporting and Disclosure of Information of Board Members, Supervisors, Directors (General Directors)

In addition to the responsibilities stipulated in Article 24 of this Decree, Board members, Supervisors, Directors (General Directors) have the responsibility to report to the Board of Directors and the Audit Committee in the following situations:

1. Transactions between the company and another company in which the aforementioned members are founding members or Board members, Directors (General Directors) within the last three years prior to the transaction.

2. Transactions between the company and another company in which related parties of the aforementioned members are Board members, Directors (General Directors), or major shareholders.

Article 33. Information Disclosure Organization

1. Public companies must establish and promulgate regulations on information disclosure of the company in accordance with the Securities Law and guiding documents.

2. Public companies must have at least one information disclosure officer. The responsibilities of the public company's information disclosure officer include:

a) Disclosing company information to the investing public in accordance with the law and the Company Charter;

b) Making their name and work telephone number publicly available for shareholders to contact.

 

Chapter VII

SUPERVISION AND VIOLATION HANDLING

 

Article 34. Supervision of Corporate Governance

1. The State Securities Commission shall implement supervision over matters related to corporate governance of public companies as prescribed in this Decree.

2. Public companies and relevant organizations and individuals shall be responsible for implementing corporate governance provisions as stipulated in this Decree.

3. Public companies and relevant organizations and individuals shall have the obligation to promptly and accurately provide information, documents, and data related to the corporate governance activities of public companies and explain matters related thereto upon request of the State Securities Commission.

4. In case public companies and relevant organizations and individuals fail to comply with the provisions of Clause 3 of this Article, they shall be handled in accordance with the law.

Article 35. Handling Violations of Corporate Governance

Public companies and relevant organizations and individuals violating corporate governance provisions shall be subject to administrative penalties as prescribed in Government Decree No. 108/2013/ND-CP dated September 23, 2013, which stipulates administrative penalties for violations in the securities and securities market sector, including violations of public company corporate governance provisions, and Government Decree No. 145/2016/ND-CP dated November 1, 2016, amending and supplementing certain articles of Government Decree No. 108/2013/ND-CP dated September 23, 2013, on administrative penalties in the securities and securities market sector, and current laws.

Chapter VIII

IMPLEMENTING PROVISIONS

 

Article 36. Transitional Provisions

1. As of the date specified in Clause 2 of Article 12 of this Decree comes into effect, the Chairman of the Board of Directors may concurrently hold the position of General Director (Managing Director) of up to one public company.

2. As of the date specified in Clause 3 of Article 12 of this Decree comes into effect, members of the Board of Directors of a public company may concurrently be members of the Board of Directors of another company.

Article 37. Effectiveness of the Decree

1. This Decree shall take effect from August 1, 2017, except for the provisions of Clauses 2 and 3 of this Article.

2. The provision of Clause 2 of Article 12 of this Decree shall take effect three years after this Decree takes effect.

3. The provision of Clause 3 of Article 12 of this Decree shall take effect two years after this Decree takes effect.

4. Circular No. 121/2012/TT-BTC dated July 26, 2012, of the Ministry of Finance on corporate governance applicable to public companies shall be abolished from the date this Decree takes effect.

Article 38. Organization of implementation

1. The Ministry of Finance shall be responsible for guiding the implementation of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial and centrally governed city People's Committees are responsible for implementing this Decree./.