(i) appointing any officers it is entitled to appoint to the company and ensuring that they (or alternates) attend meetings they are entitled to attend; and
(ii) appointing representatives to attend shareholders’ meetings on behalf of LHSE and ensuring that they attend those meetings.
(c) to exercise its rights and powers as a shareholder in such a way as to protect the interests of the Lao PDR, commercial and otherwise, and to best achieve its function of holding shares in NTPC and Power Project Companies in an efficient and businesslike manner.
GENERAL REQUIREMENTS OF LHSE’S OPERATION
LHSE must comply fully with all applicable laws and regulations of the Lao PDR from time to time and it must be managed and operated in accordance with the AOA.
LHSE had an initial registered capital of 2.000.000.000 Kip in accordance with a Decision of the Minister of Finance (Shareholder’s Resolution) No. 0453/MoF, dated 21 February 2005. Subsequently, the Shareholder directed the Board of LHSE to increase the registered capital to an amount of 7.000.000.000 Kip in accordance with a Decision of the Minister of Finance No. 0617/MoF, dated 28 March 2006 in accordance with the Business Law. The registered capital has been fully contributed by the Shareholder.
The Shareholder may direct the Board to do all things necessary to increase the registered capital of LHSE, by Shareholder’s Resolution. On subscription of further capital by the Shareholder or the conversion to equity of debt owed to the Shareholder the Board must issue further shares to the Shareholder up to the increased registered capital figure.
(a) As an alternative to funding LHSE by further equity, the Shareholder may provide funds to LHSE by way of loan and not as equity. If that occurs, the Board must enter a loan agreement, and any ancillary documents, with the Shareholder related to that loan. The ancillary documents may include documents guaranteeing the Shareholder’s obligations to third parties or assuming other obligations on the part of LHSE to third parties if such guarantees or obligations are reasonably connected with the loan from the Shareholder.
(b) Any loan obtained from the Shareholder will only be converted to equity upon the issue of a Shareholder’s Resolution to that effect.
(c) The Board may also cause LHSE to borrow funds from third parties subject to this AOA.
BOARD OF DIRECTORS
- Composition of the Board of Directors
LHSE is managed by the Board. The Board consists of 5 members as follows:
(a) A Director who will be Chairman of the Board;
(b) A Director who will be Deputy Chairman; and
(c) 3 Directors.
- Appointment and Qualifications of Directors
The Shareholder appoints each member of the Board by a Shareholder’s Resolution. If any vacancy appears in the Board, or if the Shareholder has resolved to increase the number of
Directors, the Shareholder appoints a replacement or new Director to fill the vacancy or new position, in each case by a Shareholder’s Resolution
The number of Directors may be altered to any number between 5 and 9 by Shareholder’s Resolution.
Directors must have Lao nationality. The Shareholder will select Directors of good ethics and having regard to their knowledge and experience in the power industry or in other relevant
fields such as management, economics, finance or law. The Shareholder will also select Directors having regard to the need to avoid possible conflicts of interest that might be caused by
the obligations and duties a Director would have towards LHSE conflicting with the obligations and duties that Director might have in other positions held by the Director