INVOCACIÓN Y ACCESO A UN SERVICIO BPEL A TRAVÉS DE

in order to consider and decide issues within the scope of its rights and obligations. With respect to issues which do not require discussion, the Members' Council may collect written opinions from members in accordance with the charter of the company.

The Members' Council may hold an extraordinary meeting to resolve urgent issues at the request of the agency representing the company owner or at the request of the chairman of the Members' Council or of above fifty (50) per cent of the total number of members of the Members' Council, or [at the request of] the director or general director.

2. The chairman of the Members' Council or a member authorized by the chairman of the Members' Council is responsible to prepare agenda and documents and convene and chair meetings of the Members' Council. Members of the Members' Council may make written recommendations on the agenda of a meeting. The contents and documents of a meeting must be sent to the members of the Members' Council and delegates if any who are invited to attend the meeting at least three working days prior to the date of the meeting. The documents to be used in the meeting in relation to recommendations to the agency representing the company owner on amendment of and addition to the charter of the company, approval of developmental direction of the company, approval of annual financial statements, re-organization or dissolution of the company must be sent to the members no later than five working days prior to the date of the meeting.

3. The notice of invitation to a meeting may be made in the form of a letter of invitation, by telephone, by facsimile or by other electronic means and shall be sent directly to each member of the Members' Council and other delegates who are invited to attend the meeting. The invitation must specify the

time, venue and agenda of the meeting. The form of an online meeting may be applied where necessary.

4. Meetings for collecting opinions from members of the Members' Council shall be valid when at least two-thirds of the total number of members of the Members' Council participate. A resolution of the Members' Council shall be passed when above half of the total number of attending members vote in favour; in the case of a tied vote, the content on which the chairman of the Members' Council or the person authorized by the chairman of the Members' Council to chair the meeting casted a vote in favour, shall be passed. Members of the Members' Council have the right to reserve their opinions and to make recommendations to the agency representing the company owner.

5. In the case of collection of written opinions from members of the Members' Council, a resolution of the Members' Council shall be passed when above half of the total number of members agree. A resolution may be passed by using a number of counterparts of the same document if each counterpart bears the signature of at least one member of the Members' Council.

6. Based on the contents and agenda of a meeting, when it considers it necessary, the Members' Council has the right or is responsible to invite authorized representatives of related agencies and organizations to attend the meeting and discuss specific issues on the agenda of the meeting. The representatives of such agencies and organizations have the right to express their opinions but shall not participate in voting. Any opinion of the representatives invited to attend the meeting shall be fully recorded in the minutes of the meeting.

7. Contents of issues discussed, opinions expressed, results of voting, decisions passed by the Members' Council and conclusions of meetings of the Members' Council shall be minuted. The chairman and the secretary of a meeting must be jointly responsible for the accuracy and truthfulness of the minutes of the meeting of the Members' Council. The minutes of the meeting of the Members' Council must be completed and passed prior to the closing of the meeting. The minutes must contain the following main particulars:

(a) Time, venue, purpose and agenda of the meeting; list of attending members; issues discussed and voted on; and summary of opinions of the members on each issue discussed;

(b) Number of votes for and against in a case where the abstaining method is not applied or number of votes for, against and abstentions in a case where the abstaining method is applied; (c) Decisions passed; full names and signatures of attending members.

8. Any member of the Members' Council has the right to request the director, deputy director or general director, deputy general director, chief accountant and managers or operators in any [other] company or subsidiary company in which the company holds 100% of the charter capital, and [request] the representative of capital contribution of the company in any other enterprise to provide information and data on the financial and operational status of the enterprise pursuant to the information rules of, or a resolution of the Members' Council. The person requested to provide information must promptly provide the complete and accurate information and data requested by the member of the Members' Council, unless otherwise decided by the Members' Council.

9. The Members' Council shall use the executive apparatus, the assisting department (if any) and the seal of the company to perform its duties.

10. Operational expenses of the Members' Council and wages, allowances and other remuneration shall be included in management expenses of the company.

11. In necessary cases, the Members' Council shall organize the collection of opinions from domestic and foreign consultants prior to making decisions on important matters within the authority of the Members' Council. Any expenses for collecting opinions from consultants shall be stipulated in the regulations on financial management of the company.

12. Resolutions of the Members' Council shall take effect from the date of passing or from the effective date stated in such resolutions, except for cases in which the approval of the agency representing the owner is required.

Article 98 Chairman of company

1. The chairman of a company shall be appointed by the agency representing the owner in accordance with law. The term of office of the chairman of the company shall not exceed five years. The chairman of the company may be re-appointed but for no more than two terms of office. The criteria and conditions for removal or dismissal of the chairman of the company and cases of removal or dismissal of the chairman of the company shall be in accordance with articles 92 and 93 of this Law. 2. The chairman of the company shall exercise the rights and perform the obligations of the

representative of the owner directly in the company in accordance with the Law on Management and Use of State Capital Invested in Production and Business in Enterprises, and other rights and obligations as prescribed in articles 91 and 96 of this Law.

3. Salaries, bonuses and other benefits of the chairman of the company shall be decided by the agency representing the owner and shall be included in management expenses of the company.

4. The chairman of the company shall use the managerial and executive apparatus and the assisting department (if any) and the seal of the company to exercise his or her rights and perform his or her obligations. In necessary cases, the chairman of the company shall organize the collection of opinions from domestic and foreign consultants prior to making decisions on important matters within the authority of the chairman of the company. Any expenses for collecting opinions from consultants shall be stipulated in the regulations on financial management of the company.

5. Decisions within the authority stipulated in clause 2 of this article must be made in writing and signed with the title of the chairman of the company, including the case where the chairman of the company acts concurrently as the director or general director.

6. A decision of the chairman of the company shall take effect from the date of its signing or from the effective date stated in such decision, except for the case where approval of the agency representing the owner is required.

7. In a case where the chairman of the company is absent from Vietnam for a period of more than thirty (30) days, the chairman of the company must authorize another person in writing to perform a number of rights and obligations of the chairman of the company. Such authorization must be promptly notified in writing to the agency representing the owner. Other cases of authorization shall be as stipulated in the regulations on internal management of the company.