{"id":6389,"date":"2024-11-27T17:40:46","date_gmt":"2024-11-27T10:40:46","guid":{"rendered":"https:\/\/taphalaw.com\/?p=6389"},"modified":"2024-11-28T11:26:19","modified_gmt":"2024-11-28T04:26:19","slug":"tu-van-ban-hanh-tai-lieu-quan-tri-noi-bo-doanh-nghiep","status":"publish","type":"post","link":"https:\/\/taphalaw.com\/en\/tu-van-ban-hanh-tai-lieu-quan-tri-noi-bo-doanh-nghiep.html","title":{"rendered":"CONSULTATION ON THE ISSUANCE OF INTERNAL CORPORATE GOVERNANCE DOCUMENTS"},"content":{"rendered":"Matter in Brief:<\/b><\/span><\/p>\n

BC Foodstuff Joint Stock Company (\u201cBC Company\u201d), established in 2010, operates in the production and trading of foodstuff materials. After more than a decade of operation, BC Company has expanded its scale to numerous branches across provinces and cities, maintaining a stable annual revenue of hundreds of billions of Vietnamese Dong. Recently, BC Company has successfully raised a capital of 2.000.000 USD from a foreign investor, under the condition that the investor requires BC Company to revamp its internal corporate governance documents to align with the investor’s orientation and strategy.<\/span><\/p>\n

Client’s Request:<\/b><\/span><\/p>\n

Having learned that TAPHALAW has extensive experience in corporate governance consulting, BC Company has contacted TAPHALAW, requesting consultancy on the issuance and amendment of internal governance documents at BC Company as required by the investor, and as a shared desire of BC Company’s management board.<\/span><\/p>\n

Attorney’s Work Performed:<\/b><\/span><\/p>\n

TAPHALAW requested that BC Company provide all internal governance documents since the company’s inception, as well as the specific requirements of the investor. This information was necessary to conduct research, assessment and analysis in order to provide consultancy opinions. Subsequently, TAPHALAW\u2019s attorney sent a preliminary consultancy report to BC Company, summarizing the following advice:<\/span><\/p>\n

Regarding the Company Charter, the attorney determined that the current Charter still complies with the provisions of the 2014 Enterprise Law. However, certain provisions are no longer consistent with current legal regulations and differ from the investor’s requirements. The attorney recommended that BC Company amend its Company Charter.<\/span><\/p>\n

Through discussions and reviews, the attorney found that the company’s senior management is facing difficulties in applying the company’s internal governance documents. Specifically, there is an overlapping understanding of authority among the Board of Directors, Chairman of the Board of Directors and the Executive Board, particularly regarding the position of the General Director. This overlap primarily concerns the approval and decision-making processes for contracts and personnel matters. Therefore, the attorney advised the company to clarify the authority for each specific task and proposed that the company amend its operating regulations for the Board of Directors and the Executive Board to include more detailed provisions to avoid misunderstandings regarding authority.<\/span><\/p>\n

Furthermore, TAPHALAW’s attorney learned that BC Company has divisional directors at its headquarters and a team of more than ten branch directors in various provinces and cities, each managing and operating business in one or more specific areas. Therefore, the attorney recommended that BC Company enact an Operating Regulation for the Board of Directors, defining the principles, clearly specifying the duties, powers, and operating procedures of the Board of Directors. This will help distribute work effectively, avoid overlapping or missed tasks, and serve as a basis for resolving internal disputes or conflicts. The attorney also advised the company to implement clear and transparent delegation of authority and responsibilities for each agency and position in this Operating Regulation. Additionally, to facilitate transactions and control the representation, the attorney advised the company to establish specific power of attorney documents to ensure the full validity of transactions conducted by managements.<\/span><\/p>\n

Regarding the sales process, TAPHALAW’s attorney has identified through its research that many provisions within the existing sales process are unclear and contradictory. In practice, this ambiguity has been exploited by some employees to commit misconduct for personal gain. To improve operational efficiency and establish a legal basis for addressing violations, the attorney recommends that BC Company enact a new sales process.<\/span><\/p>\n

Concerning the finance and accounting process, TAPHALAW’s attorney has concluded that the process is generally compliant with legal regulations. However, certain provisions regarding financial decision-making authority, voucher signing and voucher retention are inconsistent with legal regulations and internal regulations, creating risks of loss, potential administrative penalties and financial harm to BC Company. Therefore, the attorney recommends that BC Company amend these provisions within the finance and accounting process.<\/span><\/p>\n

Regarding the labor-related internal governance documents, particularly BC Company’s Internal Labor Regulations, certain provisions defining misconduct are unclear, and there is a significant lack of detailed regulations on matters permitted by labor law but not explicitly defined. Consequently, many employee violations cannot be addressed, or if addressed, may lead to legal risks in disciplinary proceedings. Additionally, BC Company has not established labor-related processes, and decisions are often made on an ad-hoc basis. The attorney recommends that BC Company revise the Internal Labor Regulations and business process to ensure transparency, fairness, compliance with law and internal regulations, and enhance the company’s professional image among employees.<\/span><\/p>\n

Furthermore, TAPHALAW’s attorney suggests that BC Company establish a legal department to handle legal matters or enter into regular legal consultancy contracts, rather than assigning legal tasks to the accounting and human resources departments as is currently done. The accounting and human resources departments lack in-depth legal expertise, which can lead to errors and harm the company. A legal department or a team of professional legal advisors with extensive legal knowledge, particularly in areas related to businesses, will ensure the quality of legal work, minimize legal risks, enhance BC Company’s credibility and professionalism.<\/span><\/p>\n

Legal Consultation Outcome<\/b>: Upon receipt of the legal consultancy report from TAPHALAW’s attorney, BC Company convened a meeting of major shareholders, company leaders and invited TAPHALAW’s attorney to participate. Following the meeting, based on the attorney’s advice, BC Company’s management decided to entrust TAPHALAW’s attorney with the drafting of regulations and advising on the procedures for issuing internal governance documents to govern the company. At the suggestion of the attorney, BC Company established a legal department, and TAPHALAW’s attorney was requested to accompany and provide legal support to BC Company, as well as provide training for new legal personnel of BC Company.<\/span><\/span>","protected":false},"excerpt":{"rendered":"

Matter in Brief: BC Foodstuff Joint Stock Company (\u201cBC Company\u201d), established in 2010, operates in the production and trading of foodstuff materials. After more than a decade of operation, BC Company has expanded its scale to numerous branches across provinces and cities, maintaining a stable annual revenue of hundreds of billions of Vietnamese Dong. Recently, […]\n","protected":false},"author":1,"featured_media":6390,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[95,92,114],"tags":[],"yst_prominent_words":[],"acf":[],"_links":{"self":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts\/6389"}],"collection":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/comments?post=6389"}],"version-history":[{"count":2,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts\/6389\/revisions"}],"predecessor-version":[{"id":6408,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/posts\/6389\/revisions\/6408"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/media\/6390"}],"wp:attachment":[{"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/media?parent=6389"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/categories?post=6389"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/tags?post=6389"},{"taxonomy":"yst_prominent_words","embeddable":true,"href":"https:\/\/taphalaw.com\/en\/wp-json\/wp\/v2\/yst_prominent_words?post=6389"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}