VI Can members of the General Meeting of Shareholders of a securities investment company vote remotely? If the decision of the General Meeting of Shareholders of a securities investment company is not in accordance with the provisions of law, how should it be handled? Through today’s article, let’s learn about this issue with Pham Consult!
Can members of the General Meeting of Shareholders of a securities investment company vote remotely?
According to Clause 1, Article 60 of Circular 98/2020/TT-BTC, the following provisions apply:
Conditions and procedures for conducting meetings and passing decisions of the General Meeting of Shareholders
1. The General Meeting of Shareholders of a securities investment company shall be held when the number of shareholders attending represents more than 50% of the total number of votes. The form of participation may be in person or by proxy or by remote voting (by mail, fax, email, attending online conferences, electronic voting or other electronic forms) as prescribed in the Charter of the securities investment company.
2. In case the first meeting does not meet the conditions for conducting as prescribed in Clause 1 of this Article, the second meeting shall be convened within 30 days from the date of the first meeting scheduled to open. In this case, the General Meeting of Shareholders shall be held regardless of the number of investors attending.
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4. The resolution of the General Meeting of Shareholders on the contents specified in Points b and c, Clause 1, Article 59 of this Circular must be approved by voting at the General Meeting of Shareholders. In this case, the decision at the meeting is approved when the number of shareholders representing more than 65% of the total number of votes of all shareholders attending the meeting approves or another higher percentage as prescribed by the Fund Charter.
Referring to Article 59 of Circular 98/2020/TT-BTC stipulates as follows:
General Meeting of Shareholders
1. The General Meeting of Shareholders of a securities investment company shall be convened by the Board of Directors of a self-managed individual securities investment company or a fund management company and decide on the following contents:
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b) Fundamental changes in investment policies and objectives; deciding on the ownership ratio of foreign investors in a securities investment company; increasing the service price paid to the fund management company and the supervising bank; replacing the fund management company, the supervising bank;
c) Merger, consolidation; dissolution; change of charter capital; change of term of operation of the securities investment company;
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Thus, members of the General Meeting of Shareholders of a securities investment company can vote remotely (by mail, fax, email, attending online conferences, voting electronically or in other electronic forms) according to the provisions of the Charter of the securities investment company, except for the case specified in Clause 4, Article 60 of Circular 98/2020/TT-BTC.
If the decision of the General Meeting of Shareholders of a securities investment company is not in accordance with the provisions of law, how should it be handled?
If the resolution of the General Meeting of Shareholders of a securities investment company is not in accordance with the provisions of law, it must be handled according to the provisions of Clause 8, Article 60 of Circular 98/2020/TT-BTC:
Conditions and procedures for holding meetings and passing decisions of the General Meeting of Shareholders
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8. The fund management company and the Board of Directors of the securities investment company are responsible for reviewing and ensuring that the Resolutions of the General Meeting of Shareholders of the securities investment company are in accordance with the provisions of law and the Charter of the securities investment company. In case the decision of the General Meeting of Shareholders is not in accordance with the provisions of law and the Charter of the securities investment company, a General Meeting of Shareholders must be held to collect opinions again or collect shareholders’ opinions in writing.
Thus, if the decision of the General Meeting of Shareholders is not in accordance with the provisions of law and the Charter of the securities investment company, a General Meeting of Shareholders must be held to collect opinions again or collect shareholders’ opinions in writing.
What issues does the General Meeting of Shareholders of a securities investment company have the right to decide?
The General Meeting of Shareholders of a securities investment company has the right to decide the issues stated in Clause 1, Article 59 of Circular 98/2020/TT-BTC, specifically including:
(i) Amending and supplementing the Charter of the securities investment company;
(ii) Fundamental changes in investment policies and objectives; deciding on the ownership ratio of foreign investors in the securities investment company; increasing the service price paid to the fund management company, the supervising bank; replacing the fund management company, the supervising bank;
(ii) Merging, consolidating; dissolution; changing charter capital; change the term of operation of the securities investment company;
(ii) Profit distribution plan;
(iii) Approve contracts and transactions between the securities investment company and shareholders owning more than 10% of outstanding shares, authorized representatives of such shareholders, and members of the Board of Directors of the securities investment company. In this case, shareholders participating in direct transactions are not allowed to vote. Contracts and transactions are approved when the number of shareholders representing at least 65% of the total remaining votes agree;
(iv) Elect, dismiss, remove the chairman and members of the Board of Directors; decide on the remuneration and operating expenses of the Board of Directors; approve the selection of an approved auditing organization to audit the annual financial statements, independent valuation enterprises (if any); approve the financial statements, reports on assets and annual activities of the securities investment company;
(v) Review and handle violations by members of the Board of Directors of individual securities investment companies that self-manage the fund management company, the supervisory bank and members of the Board of Directors that cause losses to the securities investment company;
(vi) Request the fund management company, the supervisory bank to present books or transaction documents at the General Meeting of Shareholders of the securities investment company;
(vii) Other issues under the authority according to the provisions of law on enterprises, securities and the Charter of the securities investment company.
(v) Review and handle violations by members of the Board of Directors of individual securities investment companies that self-manage the fund management company, the supervisory bank and members of the Board of Directors that cause losses to the securities investment company;
(vi) Request the fund management company, the supervisory bank to present books or transaction documents at the General Meeting of Shareholders of the securities investment company;
(vii) Other issues under the authority according to the provisions of law on enterprises, securities and the Charter of the securities investment company.
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