Truong Thanh Hoai, head of the Industrial Department at the Ministry of Industry and Trade (MoIT), said to the media that according to Article 114 of Vietnam’s Law on Enterprises, shareholders who hold more than 10 per cent of stake in six consecutive months are allowed to nominate themselves into a firm’s board.
In accordance with this law, ThaiBev can only become part of Sabeco’s management board in June, or six months after it bought 53.59 per cent of shares at the public auction. This rule has been pointed out by VIRin the previous article about ThaiBev's complaint.
In the case of Sabeco, MoIT has decided to make an exception and planned an earlier AGM, scheduled on April 23. This meeting will introduce new board nominees for Sabeco, three of whom allegedly come from ThaiBev.
Hoai added that any decision regarding Sabeco’s management board will be finalised during the extraordinary meeting. According to the law, a shareholder can become part of the firm’s board if they receive at least 65 per cent of the votes from the participating shareholders at the meeting, who should represent more than 51 per cent of the total number of investors.
Moreover, Sabeco’s charter states that among the seven board members, two must be independent. As of now, Sabeco’s board has three members from the government, representing MoIT with 36 per cent of shares and one from Heineken, representing another 10 per cent of shares. This means there are three members left for ThaiBev, two of whom must be independent.
“ThaiBev has nominated three new members into the board. We’re checking the eligibility of these nominees, including the two that are supposed to be independent,” said Hoai.
In response to concerns that the Thai investor will erase the Sabeco’s heritage brand name, MoIT reminded the public that it still holds 36 per cent of stake at Vietnam’s number-one brewery. “Every decision will be made according to the law,” said MoIT.
Last week, ThaiBev sent a complaint letter to the Vietnamese government, stating that it has not been allowed to join the management board or make any decision at Sabeco, four months after purchasing half of the outstanding shares.