Vietnam Export Import Commercial Joint Stock Bank ( Eximbank ) had just announced that it would hold an extraordinary general Meeting of Shareholders on the afternoon of June 30 right after the holding of the Annual general Meeting of Shareholders 2020 on the same day. This was a meeting convened at the request of major shareholder, Sumitomo Mitsui Banking Corporation (SMBC), holding 15 percent of the capital in Eximbank.
The purpose of SMBC’s proposal to Eximbank’s Board of directors (BoD) to convene an extraordinary meeting was to carry out the dismissal of Yasuhiro Saitoh from the position of the Board member and the request to reduce the current size of the Board of directors. According to this foreign shareholder, Eximbank’s Board of directors currently had 10 members. This structure had shown that there was a continuous internal conflict between members, and the Board of directors had not been able to cooperate well with each other in business activities of the bank. Based on that, SMBC recommended reducing the size of the Board from the current 10 people to a maximum of seven members.
If agreed, SMBC proposed a plan for shareholders to vote to show the confidence of each member of the Board of Trustees with or without a trust. The result of taking votes of shareholders was also the decision to dismiss the Board of directors members who did not reach the vote of confidence on 51 percent of the valid votes of shareholders attending the extraordinary general Meeting of Shareholders. However, the number of board members was still no less than five.
Besides, the vote of non-dismissal or dismissal for each member of the Board of directors must be decided at a shareholders meeting and must not be approved by written opinion.
Previously, another group of shareholders holding 10.36 percent of Eximbank’s capital also pointed out the internal conflict situation in the bank over the past time, which led to the inability to convene the general Meeting of Shareholders in 2019. This group of shareholders proposed the Board of directors to ask for guidance from SBV on issues related to the extraordinary general Meeting of Shareholders for appropriate orientation and decisions.
Regarding the above request, Eximbank’s Board of directors said that it had also received recommendations from groups of shareholders owning more than 10 percent of the shares requiring not to hold an extraordinary general Meeting of Shareholders in 2019 but to organise the Annual general Meeting of Shareholders in 2020 in as soon as possible to restructure the Board of directors.
According to the bank’s Board of directors, in the context that shareholders/shareholder groups had not yet found a common voice, if the extraordinary general Meeting of Shareholders were convened, the chance of success would still be very low.
Previously, Eximbank planned to hold an extraordinary shareholder meeting on March 5 and an annual meeting on April 22. However, due to the effects of the Covid-19 epidemic, the bank announced a rescheduling of the organisation.
In the previous year, the bank also twice unsuccessfully held the annual general Meeting of Shareholders because of no consensus among shareholders.
In just a few months, the chair of the Board of directors at this bank continuously changed owners from Le Minh Quoc to Luong Cam Tu. Not long after that, Le Minh Quoc again took this role and handed it over to Cao Xuan Ninh to keep to the present.
