A Board of Directors’ summon is an important document, not only notifying the time, location, and agenda of a meeting but also ensuring the rights of participating members. So how is a summon regulated under Vietnamese law? NPLaw will explain this issue in detail in the article below.
I. Definition and importance of the Board of Directors’ summon
1.1 Definition of a Board of Directors’ summon
A Board of Directors’ summon is an official document sent to members of the Board of Directors to notify and invite them to attend a meeting. The content typically includes: time, location, agenda, issues to be discussed, and relevant documents.
1.2 Importance of the Board of Directors’ summon
- Ensuring legality and compliance: The notice must specify the exact time, location, agenda, matters for discussion and decision, together with the documents to be used at the meeting and the voting ballots for members.
- Enhancing governance effectiveness and transparency: Sending a clear and complete summon helps members prepare in advance, thereby improving the quality of discussion and decision-making. This also presents professionalism and transparency in corporate management.
- Create a basis for recording and storing information: The summon is part of the meeting dossier, helping to record the convening process and meeting content, for later review and archival.
- Demonstrating respect and professionalism: Sending a properly formatted summon within the required timeline shows respect to Board of Directors’members and reflects the professionalism of the organization’s management.
In summary, the Board of Directors’ summon is not just an administrative formality but an important tool to ensure the legality, efficiency, and transparency of corporate governance activities.
II. Legal provisions on the Board of Directors’ summon
2.1 Entities with the right to convene and send the Board of Directors’ summon
According to Article 157 of the Law on Enterprise 2020, the right to convene and send Board of Directors’ summons in a joint stock company is allocated as follows:
2.1.1 Chairman of the Board of Directors
The Chairman of the Board of Directors is primarily responsible for convening and sending Board of Directors' summons. Specifically, the Chairman must convene a meeting in the following cases:
- At the request of the Supervisory Board or an independent member of the Board of Directors.
- At the request of the General Director or Director, or at least 05 other managers.
- At the request of at least 02 members of the Board of Directors.
In such cases, the Chairman must convene the meeting within 07 working days from the date of receiving the request. If failing to do so, the Chairman shall be liable for any damage caused to the company; the requesting party then has the right to replace the Chairman to convene the meeting.
2.1.2 The requesting party
If the Chairman fails to convene the meeting as requested within the prescribed time limit, the requesting party has the right to directly convene the of the Board of Directors’ meeting.
Thus, the right to convene and send of the Board of Directors’ summons mainly lies with the Chairman, but under certain circumstances, other company members may exercise this right to ensure continuous and effective governance.
2.2 Mandatory contents of the Board of Directors’ summon
According to Clause 6, Article 157 of the Law on Enterprise 2020, the Board of Directors’ summon in a joint stock company must include the following mandatory contents:
- Time and location of the meeting: It is necessary to clearly state the date, time, and venue.
- Meeting agenda: It needs to list specific matters to be discussed and decided upon.
- Documents used at the meeting: The summon must be accompanied by documents relating to the meeting’s content for members to review in advance.
- Voting ballots: It is required to attach voting ballots for members to use if they cannot attend in person.
Thus, complying fully with these contents and forms helps ensure the legality and effectiveness of the Board of Directors’ meeting, while avoiding potential legal risks.
2.3 Form and method of sending the Board of Directors’ summon
According to Clause 6, Article 157 of the Law on Enterprise 2020, the Board of Directors’ summon in a joint stock company may be sent by the following methods:
- Letter: Sending directly or via postal services.
- Telephone: Direct contacting with Board of Directors’ members.
- Fax: Sending copies via fax machine.
- Electronic means: Sending via email or other electronic communication platforms.
- Other methods: As stipulated in the company’s Charter, provided the summon reaches the contact address of each member registered with the company.
Therefore, strictly following these forms and methods of sending the Board of Directors’ summon not only ensures the legality of the meeting but also allows Board of Directors’ members sufficient time to prepare, thus improving the quality and effectiveness of decisions.
2.4 Duration for sending the Board of Directors’ summon
According to Clause 6, Article 157 of the Law on Enterprise 2020, the Chairman of the Board of Directors or the person convening the meeting must send the summon at least 03 working days before the meeting date, unless otherwise stipulated in the company’s Charter.
2.5 Legal consequences of sending an invalid Board of Directors’ summon
Sending an invalid Board of Directors’ summon may lead to serious legal consequences affecting the legality of the meeting and the resolutions passed. Specific consequences include:
2.5.1 The Board of Directors’ meeting may be deemed invalid
According to Clause 6, Article 157 of the Law on Enterprise 2020, the summon must be sent at least 03 working days before the meeting date. If it is sent later than the prescribed time or fails to reach the registered contact address of a member, the meeting may be considered invalid.
2.5.2 Board of Directors’ resolutions may be void
If the meeting is convened contrary to procedures, resolutions adopted at such a meeting may be deemed legally unenforceable. This is critical when these decisions affect the rights of shareholders or third parties.
2.5.3 There are complaints or lawsuits
Failure to comply with the regulations on convening Board of Directors’ meetings may lead to complaints or lawsuits from members or shareholders, especially if their rights are affected by invalid decisions.
2.5.4 There are impacts on the company’s reputation and operations
Holding an improperly convened Board of Directors’ meeting may damage the company’s reputation, particularly in investors, partners, and regulators, potentially leading to loss of trust and adverse impacts on business operations.
Hence, to avoid such consequences, the company must strictly comply with the Law on Enterprise 2020 and its Charter regarding the convening and holding of Board of Directors’ meetings. This includes sending summons on time, with complete contents, and to the correct contact addresses of all members.
2.6 Proxy attendance at the Board of Directors’ meeting
According to Clauses 9 and 11 of Article 157 of the Law on Enterprise 2020, a member may authorize another person to attend and vote at the Board of Directors’ meeting, subject to:
- Approval by a majority of Board of Directors’ members: The authorization is only valid if approved by most members.
- Form of authorization: IIt must be in writing, complying with civil law provisions on authorization contracts, including term and content.
Thus, complying with proxy rules helps ensure the legality of the meeting and the resolutions passed.
III. Questions on the Board of Directors’ summon
3.1 If a Board of Directors’ member did not receive a valid summon but still attended and voted, does this affect the meeting or the resolutions?
According to Clause 6, Article 157 of the Law on Enterprise 2020, the notice of the Board of Directors’ meeting must be sent to each member at least 03 working days before the meeting date, unless otherwise provided in the Company Charter. However, the law does not clearly stipulate the legal consequences in case a member does not receive a valid summon but still attends and votes at the meeting.
In practice, if a member does not receive a valid invitation but still attends and votes at the meeting, this can be understood as them accepting the convening and content of the meeting. Therefore, the validity of the meeting and the resolutions passed are usually not affected.
However, to prevent disputes, companies should strictly follow the convening procedures, including timely delivery to the correct addresses.
3.2 If the Chairman is absent or unable to convene the meeting, who can do so and how is the process implemented?
If the Chairman is absent or unable to convene, entities such as the Supervisory Board, an independent Board of Directors’ member, the Director or General Director, at least 05 managers, or at least 02 members may request the meeting.
If the Chairman does not convene within 07 days of a valid request, these parties may replace the Chairman to convene the meeting themselves. The process includes:
- Step 1: Preparing a written request for convening the meeting
The requesting party needs to prepare a written request for the Board of Directors’ summon, stating purposes and matters to be discussed and decided.
- Step 2: Sending it to the Chairman
The request will be sent to the Chairman to request the meeting within 07 working days.
- Step 3: Replacing the Chairman to convene
If the Chairman fails to convene the meeting as required, the requesting party has the right to implement it.
- Step 4: Sending the summon
The convener must send summons to all members and Supervisors at least 03 working days before the meeting date as defined by Law, unless otherwise provided in the Company Charter.
- Step 5: Conducting the meeting
The Board of Directors’ meeting is held when three-quarters (3/4) or more of the total number of Board members attend the meeting for the first meeting. If there are not enough members, the meeting can be convened for the second time within 07 days from the date of the first meeting, provided that more than half (1/2) of the Board of Directors members attend the meeting.
Therefore, it is necessary to comply with the correct procedures and processes for convening the Board of Directors meeting in the absence of the Chairman to ensure the legality of the meeting and the resolutions passed.
3.3 If the summon was not sent on time, can Board of Directors’ members refuse to attend or request a postponement?
According to Clause 6, Article 157 of the Law on Enterprise 2020, the Board of Directors’ summon must be sent to each member at least 03 working days before the meeting date, unless otherwise provided in the Company Charter.
In case the summon is not sent within the prescribed time limit, members may:
- Refuse to attend the meeting: Failure to receive the summon on time may be considered a legitimate reason for members to refuse to attend the meeting.
- Request to postpone the meeting: Members may request postponement of the meeting to ensure their interests and necessary preparation time.
However, if they still attend and vote, it is generally deemed they accepted the meeting. To avoid disputes, companies should comply strictly with the notice period and delivery requirements.
3.4 Can the Board of Directors’ summon be sent by electronic means?
Board of Directors’ summon be sent by electronic, as long as:
- It is permitted by the company’s Charter.
- It reaches the officially registered contact address of each member (e.g., official email).
Thus, email or other electronic means are efficient and lawful if they meet these conditions.
3.5 If the summon lacks important information, can the meeting or resolutions be annulled?
If the summon lacks mandatory information (such as time, location, agenda, documents, and voting ballots), members of the Board of Directors or shareholders may request the Court or Arbitration to review and annul the resolution or part of the resolution of the Board of Directors if the convening of the meeting and the decision seriously violate the provisions of the Enterprise Law 2020 and the Company Charter.
Therefore, to ensure the legality of the meeting and the resolutions passed, the company needs to strictly comply with the regulations on the content and procedures for sending notices of summons to the Board of Directors' meetings.
IV. Legal advisory services on the Board of Directors’ summon
Above are the legal issues concerning the Board of Directors’ summons that NPLaw sends to valued readers. If you have any related questions requiring further clarification, please feel free to contact NPLaw via:
