Circular No. 116/2020/TT-BTC guiding on public company governance

CIRCULAR

Guiding a number of articles on public company governance as prescribed in the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities

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Pursuant to the Law on Securities dated November 26, 2019;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020 on detailing and guiding the implementation of a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 87/2017/ND-CP dated July 26, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Finance;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance promulgates the Circular guiding a number of articles on public company governance as prescribed in the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities.

Article 1. Scope of regulation

This Circular guides a number of articles on public company governance in the Government’s Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities, including the model company charter, the model internal regulation on company governance, the model operation regulation of the Board of Directors, the model operation regulation of the Supervisory Board and the model operation regulation of the Audit Committee for public companies.

Article 2. Subjects of application

1.  Public companies.

2.  Shareholders of public companies and their affiliated organizations and individuals.

3.  Members of the Board of Directors, members of the Supervisory Board, executives of public companies and their affiliated organizations and individuals.

4. Other organizations and individuals related to the public companies.

Article 3. Company charter

Public companies shall refer to the model charter in Appendix I to this Circular to formulate the company charter, ensuring the compliance with the Law on Enterprises, the Law on Securities, the Government's Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities and other relevant law regulations.

Article 4. Internal regulation on company governance

Public companies shall refer to the model internal regulation on company governance in Appendix II to this Circular to formulate their internal regulations on company governance, ensuring the compliance with the Law on Enterprises, the Law on Securities, the Government's Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities, their company charters and other relevant law regulations.

Article 5. Operation regulation of the Board of Directors

Public companies shall refer to the model operation regulation of the Board of Directors in Appendix III to this Circular to formulate the operation regulations of their Boards of Directors, ensuring the compliance with the Law on Enterprises, the Law on Securities, the Government's Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities, their company charters and other relevant law regulations.

Article 6. Operation regulation of the Supervisory Board

Public companies shall refer to the model operation regulation of the Supervisory Board in Appendix IV to this Circular to formulate the operation regulations of their Supervisory Boards, ensuring the compliance with the Law on Enterprises, the Law on Securities, the Government's Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities, their company charters and other relevant law regulations.

Article 7. Operation regulation of the Audit Committee

Public companies shall refer to the model operation regulation of the Audit Committee in Appendix V to this Circular to formulate the operation regulations of their Audit Committees, ensuring the compliance with the Law on Enterprises, the Law on Securities, the Government's Decree No. 155/2020/ND-CP dated December 31, 2020, on detailing and guiding the implementation of a number of articles of the Law on Securities, their company charters and other relevant law regulations.

Article 8. Implementation provision

1. This Circular takes effect on February 15, 2021 and replaces the Circular No. 95/2017/TT-BTC dated September 22, 2017 of the Minister of Finance, on guiding a number of articles of the Government’s Decree No. 71/2017/ND-CP dated June 06, 2017 guiding on public company governance.

2.  In case legal normative documents mentioned herein are amended, supplemented or replaced, these amending, supplementing or replacing documents shall be applied.

3.  Any problem arising in the course of implementation should be promptly reported to the Ministry of Finance for amendment and supplementation./.

* All Appendices are not translated herein.