Bản dịch văn bản 12/2007/QĐ-BTC
Decision 12/2007/QĐ-BTC
Cơ quan ban hành: Bộ Tài chính
Ngày ban hành: 2007-03-13

DECISION Promulgating the Regulation on corporate governance applicable to companies listed on the Stock Exchange/the Securities Trading Center THE MINISTER OF FINANCE Pursuant to Enterprise Law No. 60/2005/QH11 passed on November 29, 2005, by the National Assembly; Pursuant to Securities Law No. 70/2006/QH11 passed on June 29, 2006, by the National Assembly; Pursuant to the Government's Decree No. 77/2003/ND-CP of July 1, 2003, defining the functions, tasks, powers and organizational structure of the Ministry of Finance; At the proposal of the Chairman of the State Securities Commission, DECIDES: Article 1.- To promulgate together with this Decision the Regulation on corporate governance applicable to companies listed on the Stock Exchange/the Securities Trading Center. Article 2.- This Decision takes effect 15 days after its publication in "CONG BAO." Article 3.- The director of the Office, the Chairman of the State Securities Commission, heads of concerned units of the Ministry of Finance, listed companies, and concerned organizations and individuals shall implement this Decision. For the Minister of Finance Vice Minister TRAN XUAN HA REGULATION ON CORPORATE GOVERNANCE APPLICABLE TO COMPANIES LISTED ON THE STOCK EXCHANGE/THE SECURITIES TRADING CENTER (Promulgated together with the Minister of Finance's Decision No. 12/2007/QD-BTC of March 13, 2007) Chapter I GENERAL PROVISIONS Article 1.- Significance and scope of regulation The Regulation of corporate governance applicable to companies that have their stocks listed on the Stock Exchange/the Securities Trading Center (hereinafter referred to as listed companies). This Regulation was elaborated in accordance with the Law on Enterprises and the Law on Securities, adopting the best international practice in corporate governance suitable to Vietnam's conditions. It aims to ensure the sustainable development of the securities market and a healthy economy. This Regulation provides for fundamental principles of corporate governance in order to protect the lawful rights and interests of shareholders, sets a code of conduct and professional ethics of members of Boards of Directors, Directorates, Control Boards and managerial staff of listed companies. This Regulation also serves as a basis for assessment of corporate governance in listed companies. Article 2.- Interpretation of terms 1. The terms below are construed as follows: a/ Corporate governance means a system of rules to ensure that a company is directed and controlled in an efficient manner in the interest of its shareholders and affiliated persons. The principles of corporate governance include: - Ensuring an effective governance apparatus; - Guaranteeing benefits of shareholders; - Ensuring fair treatment to all shareholders; - Ensuring the role of affiliated persons of the company; - Ensuring transparency in the company's operation; - The Board of Directors and the Control Board lead and control the company in an effective manner. b/ Listed company means a joint-stock company accepted to list its stocks on the Stock Exchange/the Securities Trading Center in the Vietnamese territory; c/ Affiliated person means an individual or organization defined in Clause 34, Article 6 of the Law on Securities; d/ Independent member of the Board of Directors means a member of the Board of Directors who is not the Director or the General Director, a Deputy Director or a Deputy General Director, the chief accountant or another managerial staff appointed by the Board of Directors, or a major shareholder of the company. 2. In this Regulation, references to one or several legal provisions or documents cover also amendments or supplements to or documents superseding those documents. Chapter II SHAREHOLDERS AND SHAREHOLDERS GENERAL MEETING Article 3.- Rights of shareholders 1. Shareholders enjoy all the rights provided for in the Law on Enterprises, other laws and their company's charter, particularly: a/ Right of freedom to transfer shares which have been fully paid and recorded in the shareholders book of the company, except for some cases where the transfer is restricted according to law and the company's charter; b/ Right to be informed of periodical information and extraordinary information on the company's operation. A listed company may not restrict the participation by its shareholders in the Shareholders General Meeting, but shall create conditions for its shareholders' authorization of their representatives to participate in the Shareholders General Meeting when shareholders so request. 2. Shareholders are entitled to protect their lawful benefits. When a resolution of the Shareholders General Meeting or the Board of Directors violates law or infringes upon shareholders' fundamental benefits provided for by law, shareholders may request non-implementation of such resolution according to the order and procedures prescribed by law. When an illegal decision causes damage to the company, the Board of Directors, the Control Board and the Directorate shall pay compensation for the company according to their respective liability. Shareholders may claim damages to be paid by the company according to the order and procedures prescribed by law. 3. Shareholders may repudiate the priority right to preemptively purchase newly offered stocks. This is clearly stated in a resolution of the Shareholders General Meeting. 4. A listed company shall build a rational corporate governance apparatus and an effective system of communication with shareholders in order to ensure that: a/ Shareholders can fully exercise the rights provided for by law and the company's charter; b/ Shareholders are fairly treated. 5. Every share of the same type brings its owner the same rights, obligations and benefits. In case the company has various preferred stocks, the rights and obligations attached to those preferred stocks must be fully disclosed to shareholders and approved by the Shareholders General Meeting. Article 4.- Company charter and internal regulation on corporate governance 1. A listed company shall elaborate its charter according to the model charter promulgated by the Ministry of Finance. 2. A listed company shall elaborate and promulgate an internal regulation on corporate governance. An internal regulation on corporate governance contains the following principal details: a/ Order and procedure for convening and voting at the Shareholders General Meeting; b/ Order and procedure for nomination, self-nomination, election, removal from office and dismissal of members of the Board of Directors; c/ Order and procedure for organization of meetings of the Board of Directors; d/ Order and procedure for selection, appointment and removal from office of senior managerial staff; e/ Process and procedure for coordination of operation among the Board of Directors, the Control Board and the Directorate; f/ Regulations on performance assessment, commendation and disciplining of members of the Board of Directors, the Control Board and the Directorate and managerial staffs. Article 5.- Matters related to major shareholders 1. The Board of Directors of a listed company shall formulate a mechanism for its constant communication with major shareholders. 2. Major shareholders may not abuse their advantages to cause damage to the rights and benefits of the company and other shareholders. Article 6.- Annual and extraordinary meetings of the Shareholders General Meeting 1. A listed company shall issue regulations on the order and procedure for convening and voting at the Shareholders General Meeting, covering the following principal contents: a/ Announcement of the convening of the Shareholders General Meeting; b/ Method of registration of participation in the Shareholders General Meeting; c/ Method of voting; d/ Method of counting votes, for sensitive issues and upon request of shareholders, the listed company shall designate a neutral organization to collect and count votes; e/ Notification of the voting results; f/ Method of making objections to a resolution of the Shareholders General Meeting; g/ Recording of the proceedings of the Shareholders General Meeting; h/ Making of a minutes of the Shareholders General Meeting; i/ Disclosure of resolutions of the Shareholders General Meeting to the public; j/ Other issues. 2. The Board of Directors shall draw up a rational agenda for the Shareholders General Meeting and arrange a rational amount of time for discussion and voting on each issue on the agenda. 3. Shareholders may directly or indirectly, through their authorized persons, participate in meetings of the Shareholders General Meeting. Shareholders may authorize the Board of Directors or depositary organizations to act as their representatives at the Shareholders General Meeting. Depositary organizations authorized by shareholders to act as representatives shall announce the contents they are authorized to vote on. The listed company shall guide the procedure for authorization and making of powers of attorney by shareholders according to regulations. 4. Auditors or representatives of audit companies may be invited to attend and express their opinions on audit issues at meetings of the Shareholders General Meeting. 5. In order to improve the effectiveness of meetings of the Shareholders General Meeting, a listed company shall make every effort to apply modern information technology to ensure the best participation of shareholders in meetings of the Shareholders General Meeting. 6. A listed company shall organize annual meetings of the Shareholders General Meeting. Annual meetings of the Shareholders General Meeting may not be organized in the form of gathering shareholders' written opinions. 7. A listed company shall specify in its charter the principles, order and procedure for gathering shareholders' written opinions as to the adoption of decisions of the Shareholders General Meeting. Article 7.- Operation reports of the Board of Directors at the Shareholders General Meeting An operation report of the Board of Directors presented at the Shareholders General Meeting must contain at least the following: - Assessment of the company's operation in the fiscal year; - Operation of the Board of Directors; - Review of meetings and decisions of the Board of Directors; - Results of supervision of the Director or the Chief Executive Officer; - Results of supervision of managerial staffs; - Plans for future activities. Article 8.- Operation reports of the Control Board at the Shareholders General Meeting An operation report of the Control Board presented at the Shareholders General Meeting must contain at least the following: - Operation of the Control Board; - Review of meetings and decisions of the Control Board; - Results of supervision of the company's operation and financial status; - Results of supervision of members of the Board of Directors and the Directorate and managerial staffs; - Assessment of the coordination of operation among the Control Board, the Board of Directors, the Directorate and shareholders. Chapter III THE BOARD OF DIRECTORS AND ITS MEMBERS Article 9.- Self-nomination and nomination to the Board of Directors 1. Information on candidates for the Board of Directors (in case candidates have been identified) shall be disclosed an appropriate period of time before the Shareholders General Meeting is convened so that shareholders may inquire into those candidates before voting. 2. Candidates for the Board of Directors shall make written undertakings to warrant the truthfulness, accuracy and rationality of their personal information that has been disclosed and to earnestly perform their tasks once elected. 3. Individual shareholders or groups of shareholders that hold less than 10% of voting shares for a continuous period of at least six months may nominate one candidate; between 10% and under 30% of voting shares may nominate two candidates; between 30% and under 50% of voting shares may nominate three candidates; between 50% and under 65% of voting shares may nominate four candidates; and 65% or more of voting shares may nominate candidates for all members of the Board of Directors. 4. If the number of nominated and self-nominated candidates for the Board of Directors is still insufficient, the Board of Directors in office may nominate additional candidates or organize the nomination under a mechanism designed by the company. The nomination mechanism or the method of nomination used by the Board of Directors in office shall be clearly disclosed and approved by the Shareholders General Meeting before nomination is carried out. 5. The listed company shall specify and guide in detail the election of members of the Board of Directors through a cumulative voting system. Article 10.- Status of members of the Board of Directors 1. Members of the Board of Directors are persons who are not banned by law and the company's charter to act as members of the Board of Directors. Members of the Board of Directors may be other than shareholders of the company. The company's charter may set criteria for members of the Board of Directors, which may not infringe upon fundamental rights of shareholders. 2. In order to ensure the separation of the roles of corporate supervision and corporate execution, a listed company should limit the number of members of the Board of Directors who concurrently hold posts in the executive apparatus of the company. 3. Members of the Board of Directors of a listed company may not concurrently act as members of the Boards of Directors of more than five (5) other companies. 4. The Chairman of the Board of Directors may not concurrently hold the post of Director or Chief Executive Officer, unless this is approved at an annual meeting of the Shareholders General Meeting. Article 11.- Composition of the Board of Directors 1. The Board of Directors is composed of between five (5) and eleven (11) members, of whom at least one third are independent members who do not hold any executive posts. 2. When a member loses his/her membership status according to law and the company's charter, is removed from his/her post or unable, for a certain reason, to continue acting as a member of the Board of Directors, the Board of Directors may appoint another person in replacement. In this case, the replacement member must be approved at the nearest meeting of the Shareholders General Meeting. Article 12.- Responsibilities and obligations of members of the Board of Directors 1. Members of the Board of Directors shall perform their tasks in an honest and diligent manner for the best interests of shareholders and the company. 2. Members of the Board of Directors shall participate in all meetings of the Board of Directors and give their clear opinions on the issues discussed. 3. When purchasing or selling shares of the company, members of the Board of Directors and affiliated persons shall report to the State Securities Commission, the Stock Exchange/the Securities Trading Center and disclose information on that purchase or sale according to law. 4. A listed company may purchase liability insurance for members of the Board of Directors after obtaining approval of the Shareholders General Meeting. This insurance does not cover the liabilities of members of the Board of Directors for their violations of law and the company's charter. Article 13.- Responsibilities and obligations of the Board of Directors 1. The Board of Directors shall be accountable to shareholders for the operation of the company. A listed company shall build a corporate governance apparatus to ensure that the Board of Directors is capable of performing its tasks in accordance with law and the company's charter. 2. The Board of Directors shall ensure that the company operates in accordance with law and its charter, shall treat all shareholders equally, and secure the benefits of affiliated persons of the company. 3. The Board of Directors shall elaborate regulations on the order and procedures for nomination, self-nomination, election, relief from office and dismissal of its members, and the order and procedures for conducting its meetings, including the following principal contents: a/ Order and procedure for nomination, self-nomination, election, relief from office and dismissal of its members: - Criteria for its members; - Method of nominating and self-nominating as candidates for the Board of Directors by groups of shareholders eligible for nomination according to law and the company's charter; - Method of election of members of the Board of Directors; - Cases of relief from office or dismissal of members of the Board of Directors; - Notification of election, relief from office or dismissal of members of the Board of Directors. b/ Order and procedures for conducting a meeting of the Board of Directors: - Announcement of a meeting of the Board of Directors (on the agenda, date, time, venue, relevant documents and votes on behalf of members of the Board of Directors who cannot participate in the meeting); - Conditions for validity of the meeting of the Board of Directors; - Method of voting; - Method of adopting a resolution of the Board of Directors; - Making of the minutes of the meeting of the Board of Directors; - Adoption of the minutes of the meeting of the Board of Directors; - Announcement of resolutions of the meeting of the Board of Directors. 4. The Board of Directors shall elaborate regulations on the order and procedure for selection, appointment and relief from office of senior managerial staff, and the order and procedure for coordination of operation among the Board of Directors, the Directorate and the Control Board, including the following principal contents: a/ Order and procedure for selection, appointment and removal from office of senior managerial staff: - Criteria for selection of senior managerial staff; - Appointment of senior managerial staff; - Signing of labor contracts with senior managerial staff; - Cases of relief from office of senior managerial staff; - Notification of appointment or removal from office of senior managerial staff. b/ Order and procedure for coordination of operation among the Board of Directors, the Control Board and the Directorate: - Order and procedure for convening, inviting participants, making minutes and notifying the results of a meeting of the Board of Directors, the Control Board and the Directorate. - Notification of a resolution of the Board of Directors to the Control Board and the Directorate. - Cases where the Director or the Chief Executive Officer and a majority of members of the Control Board request to convene a meeting of the Board of Directors and issues requiring opinions of the Board of Directors; - Reports of the Directorate to the Board of Directors on the performance of its assigned tasks and powers. - Review of the implementation of resolutions and other matters authorized by the Board of Directors to the Directorate. - Issues which must be reported by the Directorate to the Board of Directors and the Control Board and the reporting method. - Coordination in the control, execution and supervision among the members of the Board of Directors, the Control Board and the Directorate according to these members' specific tasks. 5. The Board of Directors shall formulate a mechanism for performance assessment, commendation and disciplining of its members and members of the Control Board and the Directorate and managerial staffs. 6. The Board of Directors shall make and present their reports at the Shareholders General Meeting according to the provisions of Article 7 of this Regulation. Article 14.- Meetings of the Board of Directors 1. The Board of Directors shall conduct its meetings in accordance with the order specified in the company's charter. A meeting of the Board of Directors, its agenda and relevant documents shall be notified in advance to members of the Board of Directors within the time limit specified by law and the company's charter. 2. The minutes of a meeting of the Board of Directors must be clear and detailed. The meeting's secretary and members of the Board of Directors participating in the meeting shall sign the minutes. The minutes of a meeting of the Board of Directors shall be kept according to law and the company's charter. Article 15.- Subcommittees of the Board of Directors 1. To assist it in operation, the Board of Directors may set up subcommittees, including development policy subcommittee, internal audit subcommittee, personnel subcommittee, salary and bonus subcommittee and other special subcommittees under resolutions of the Shareholders General Meeting. 2. The audit subcommittee must have at least one member who is an accounting professional and does not work in the accounting and finance section of the company. 3. The Board of Directors shall issue specific regulations on the establishment and responsibilities of its subcommittees and responsibilities of each member. 4. When a company does not set up any subcommittees, the Board of Directors shall designate persons to take charge of each matters such as audit, salary and bonus and personnel. Article 16.- The company's secretary 1. To ensure effective corporate governance, the Board of Directors shall designate at least one person to act as the company's secretary. The company's secretary must be knowledgeable of law. The company's secretary may not concurrently work for an audit company that is auditing the company. 2. The role and tasks of the company's secretary include: - To conduct meetings of the Board of Directors, the Control Board and the Shareholders General Meeting under orders of the Chairman of the Board of Directors or the Control Board; - To provide advice on the meeting's procedures; - To make minutes of meetings; - To ensure that resolutions of the Boards of Directors are compliant with law; - To supply financial information and copies of minutes of meetings of the Board of Directors and other information to members of the Board of Directors and the Control Board. 3. The company's secretary shall keep confidential information according to law and the company's charter. Article 17.- Remuneration for the Board of Directors 1. Remuneration for the Board of Directors shall be annually approved by the Shareholders General Meeting and clearly disclosed to shareholders. 2. Remuneration for the Board of Directors shall be fully listed in the explanations of annually audited financial statements. 3. For a member of the Board of Directors who holds concurrently the post of Director or Chief Executive Officer, his/her remuneration includes salary of the Director or Chief Executive Officer and other remuneration. 4. Remuneration, other benefits and payments made by the company to members of the Board of Directors shall be disclosed in detail in the company's annual reports. Chapter IV THE CONTROL BOARD AND ITS MEMBERS Article 18.- Status of members of the Control Board 1. Members of the Control Board must not be persons who are banned by law and the company's charter to act as members of the Control Board. Members of the Control Board must be professionally qualified and experienced. Members of the Control Board may be other than shareholders of the company. 2. The head of the Control Board must be an accounting professional who neither works in the accounting and finance section nor is the financial director of the company. Article 19.- Composition of the Control Board 1. The Control Board is composed of between three (3) and five (5) members. 2. At least one member of the Control Board must be an accountant or auditor. This member must neither be a staff member of the accounting and finance section of the company nor a member or staff member of an independent audit company that is auditing the financial statements of the company. Article 20.- Right to access information and independence of members of the Control Board 1. Members of the Control Board have the right to access all information and documents relevant to the operation of the company. Members of the Board of Directors, the Director or the Chief Executive Officer and managerial staffs shall supply information upon request of members of the Control Board. 2. A listed company shall formulate a mechanism to ensure the capability of members of the Control Board to independently conduct their activities and perform their tasks according to law and the company's charter. Article 21.- Responsibilities and obligations of the Control Board 1. The Control Board is accountable to shareholders of the company for its supervisory activity. The Control Board shall supervise the company's financial status, the legality of acts of members of the Board of Directors, activities of members of the Directorate, managerial staffs of the company, the coordination of operation among the Control Board, the Board of Directors, the Directorate and shareholders, and other tasks specified by law and the company's charter in order to protect the lawful benefits of the company and shareholders. 2. The Control Board shall meet at least twice a year and a meeting of the Control Board must be participated by at least two thirds of members of the Control Board. The minutes of a meeting of the Control Board must be detailed and clear. The secretary and members of the Control Board participating in a meeting shall sign the minutes of the meeting. Minutes of Control Board meetings shall be kept as important documents of the company in order to determine the responsibility of each member of the Control Board for resolutions of the Control Board. 3. The Control Board may ask members of the Board of Directors and the Directorate, internal auditors and independent auditors to participate in the meetings of the Control Board and to answer the questions that the Control Board is concerned with. 4. The Control Board may report directly to the State Securities Commission or other state management agencies upon detecting acts of members of the Board of Directors and the Directorate and managerial staff in violation of law or the company's charter. 5. The Control Board may select and propose the Shareholders General Meeting to approve an independent audit organization to audit the financial statements of the listed company. 6. The Control Board shall report at the Shareholders General Meeting according to the provisions of Article 8 of this Regulation. Article 22.- Remuneration for the Control Board Members of the Control enjoy annual remuneration for performance of the duties of the Control Board. The calculation of remuneration amounts to be enjoyed by members of the Control Board must be clear and transparent and approved by the Shareholders General Meeting. Total remuneration amount to be paid to the Control Board shall be disclosed in the company's annual reports and to shareholders. Chapter V PREVENTION OF CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES Article 23.- Responsibilities to be honest and to avoid conflicts of interest among members of the Board of Directors and the Directorate 1. Members of the Board of Directors, the Director or the Chief Executive Officer, managerial staffs and affiliated persons may not use business opportunities which may bring about benefits to the company for personal purposes; they may not use information acquired thanks to their posts for self-seeking purposes or for the interests of other organizations or individuals. 2. Members of the Board of Directors, the Director or the Chief Executive Officer and managerial staffs are obliged to notify the Board of Directors of contracts between the company and the members of the Board of Directors or their affiliated persons. Those persons may continue performing the contracts when members of the Board of Directors who have no related benefits decide not to further inquire into this issue. 3. A listed company may not provide loans or guarantees to members of the Board of Directors, the Control Board, the Director or the Chief Executive Officer, managerial staff and affiliated persons or any legal entities in which the above persons have financial benefits, unless otherwise decided by the Shareholders General Meeting. 4. Members of the Board of Directors may not vote on transactions participated by those members or their affiliated persons, including the case where the benefits of members of the Board of Directors in those transactions are not yet determined, regardless whether those benefits are material or non-material. The above transactions must be presented in the financial statement explanations in the same period and disclosed in annual reports. 5. Members of the Board of Directors, the Director or the Chief Executive Officer, managerial staff or their affiliated persons may not supply the company's information not yet allowed to be disclosed to other persons or use such information for conducting relevant transactions. 6. A listed company shall issue specific regulations on performance assessment, commendation and disciplining of members of the Board of Directors, the Control Board, the Directorate and managerial staffs, covering the following principal contents: - Elaboration of assessment criteria. - Establishment of the commendation and disciplining system. - Organization of an apparatus for assessment, commendation and discipline. - Organization of implementation. Article 24.- Transactions with affiliated persons 1. When conducting transactions with affiliated persons, a listed company shall enter into written contracts on the principle of equality and voluntariness. The contents of such contract must be clear and specific. Clauses, amendments, supplements, validity term, the price of the contract and its grounds shall be disclosed according to law. 2. A listed company shall apply necessary measures to prevent its affiliated persons from interfering with the company's operation and damaging the company's benefits through monopolizing purchase and sale channels or manipulating prices. 3. A listed company shall apply necessary measures to prevent shareholders and their affiliated persons from conducting transactions leading to loss of capital, assets or other resources of the company. A listed company may not provide financial security for its shareholders and their affiliated persons. Article 25.- Assurance of lawful rights of stakeholders 1. A listed company shall respect lawful benefits of stakeholders, including banks, creditors, laborers, consumers, suppliers, the community and other stakeholders. 2. A listed company should actively cooperate with its stakeholders through: a/ Supplying fully necessary information to banks and creditors to enable them to assess the company's operation and financial status and make decisions; b/ Encouraging them to express their opinions on the company's business operation, financial status and important decisions related to their benefits through direct contacts with the Board of Directors, the Directorate and the Control Board. 3. A listed company shall pay attention to the welfare, environmental protection and common interests of the community, and the company's social responsibilities. Chapter VI CORPORATE GOVERNANCE TRAINING Article 26.- Corporate governance training Members of the Board of Directors and the Control Board, the Director or the Chief Executive Officer, deputy directors or deputy general directors of a listed company should attend basic corporate governance training courses organized by training establishments that have corporate governance training and retraining programs. Chapter VII INFORMATION DISCLOSURE AND TRANSPARENCY Article 27.- Regular information disclosure 1. A listed company is obliged to disclose fully, accurately and promptly periodical and extraordinary information on the company's production and business operation, financial status and corporate governance to shareholders and the public. Information and methods of information disclosure must be in accordance with law and the company's charter. At the same time, a listed company shall promptly and fully disclose other information that may affect securities prices and decisions of shareholders and investors. 2. Information disclosure shall be conducted by methods which ensure fair and simultaneous access to information for all shareholders and investors. Disclosed information must be clear and comprehensible, causing no misunderstanding to shareholders and investors. Article 28.- Disclosure of information on corporate governance 1. A listed company shall disclose information on its corporate governance at annual meetings of the Shareholders General Meeting and in annual reports of the company and must contain at least the following details: a/ Members and structure of the Board of Directors and the Control Board; b/ Operation of the Board of Directors and the Control Board; c/ Operation of independent members of the Board of Directors; d/ Operation of the subcommittees of the Board of Directors; e/ Plans to improve the effectiveness of corporate governance; f/ Remuneration and payments for members of the Board of Directors, the Directorate and the Control Board; g/ Information on transactions in the company's stocks of members of the Board of Directors, the Directorate, the Control Board, major shareholders and other transactions of those persons and their affiliated persons; h/ Number of members of the Board of Directors, the Directorate and the Control Board who have attended the corporate governance training; i/ Issues not yet fulfilled according to the Regulation, reasons and solutions. 2. A listed company is obliged to report on a quarterly and yearly basis and disclose information on corporate governance to the State Securities Commission and the Stock Exchange/the Securities Trading Center according to regulations of the State Securities Commission. Article 29.- Disclosure of information on major shareholders 1. A listed company shall organize regular disclosure of information on each major shareholder, covering the following principal contents: a/ Name and year of birth (for individual shareholders); b/ Contact address; c/ Occupation (for individual shareholders), business lines (for institutional shareholders); d/ Number and percentage of shares of the company the major shareholder owns; e/ Changes in ownership of shares by major shareholders; f/ Information which may lead to major changes in the shareholding of the company; g/ Increase or decrease of stocks, and pledge or mortgage of the company's stocks by major shareholders. 2. A listed company is obliged to report on a quarterly or yearly basis and disclose information on change of shareholders according to regulations of the State Securities Commission to the State Securities Commission and the Stock Exchange/the Securities Trading Center. Article 30.- Organization of information disclosure 1. A listed company shall organize the disclosure of information, including the following principal contents: a/ Elaboration and promulgation of regulations on information disclosure according to the Law on Securities and guiding documents; b/ Appointment of at least one staff member in charge of information disclosure. 2. The staff in charge of information disclosure may be the company's secretary or one managerial staff member who works on a part-time basis. 3. The staff in charge of information disclosure must: a/ Be knowledgeable of accounting and finance and computer-literate; b/ Publicize his/her name and telephone number for shareholders to easily contact; c/ Have enough time for his/her tasks, especially contacting shareholders, receiving opinions of shareholders and periodically providing information in response to shareholders' inquiries and on the company's corporate governance according to regulations. d/ Disclose the company's information to investors according to law and the company's charter. Chapter VIII REPORTING, SUPERVISION, AND HANDLING OF VIOLATIONS Article 31.- Reports Annually, listed companies shall report and disclose information on their corporate governance according to the Regulation to the State Securities Commission, the Stock Exchange/the Securities Trading Center and other competent agencies according to law. Article 32.- Supervision Listed companies, concerned individuals and organizations and shareholders of companies shall submit to the corporate governance supervision by the State Securities Commission, the Stock Exchange/the Securities Trading Center and other competent agencies according to law. Article 32.- Handling of violations Listed companies that violate or fail to comply with the provisions of Articles 27, 28 and 31 of this Regulation on information disclosure and reporting to the State Securities Commission shall be administratively sanctioned under the provisions of the Decree on sanctioning of administrative violations in the domain of securities and securities market.-