THE MINISTRY OF FINANCE
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THE SOCIALIST REPUBLIC OF VIETNAM
Independence– Freedom – Happiness
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No. 121/2012/TT-BTC
Hanoi, July 26, 2012
 
CIRCULAR
PRESCRIBING THE COMPANY MANAGEMENT APPLICABLE TO PUBLIC COMPANIES
 
Pursuant to the Law on Government organization No. 32/2001/QH10 on December 25, 2001;
Pursuant to the Law on Enterprise No. 60/2005/QH10 on November 29, 2005;
Pursuant to the Law on Securities No. 70/2006/QH11 on June 29, 2006;
Pursuant to the Law on amending and supplementing a number of articles of the Law on Securities No. 62/2010/QH12 on November 24, 2010;
Pursuant to the Government's Decree No. 102/2010/ND-CP on October 01, 2010 guiding the implementation of the Law on Enterprise;
Pursuant to the Government's Decree No. 118/2008/ND-CP of November 27, 2008 on defining the functions, tasks, powers and organizational structure of the Ministry of Finance;
At the proposal of the Director of the State Securities Commission, the Minister of Finance promulgates the Circular on the company management applicable to public companies as follows:
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This Circular specifies the company management applicable to public companies
Article 2. Interpretation of terms
In this Circular, the following terms are construed as follows:
1. Relevant persons are individuals or organizations specified in Clause 34 Article 6 of the Law on Securities.
2. Non-executive members of the Board of Directors are members of the Board of Directors that are not the Director (General Director), Deputy Director (Deputy General Director), Chief accountant and other managers designated by Board of Directors.
3. Independent members of the Board of Directors are members of the Board of Directors that satisfy the following conditions:
- Not being a non-executive member of the Board of Directors and not related to the Director (General Director), Deputy Director (Deputy General Director), Chief accountant and other managers designated by Board of Directors.
- Not being a member of the Board of Directors, the Director (General Director), Deputy Director (Deputy General Director) of subsidiary companies, associate companies, or controlled by public companies;
- Not being a major shareholder or the representative of the major shareholder, or the relevant person of the major shareholder of the company
- Not working for organizations that provide legal consulting or audit services of the company within the previous two (02) years;