Chương 7 Nghị định 109/2007/NĐ-CP: Tổ chức thực hiện

Chapter VII

ORGANIZATION OF IMPLEMENTATION

Article 54. Powers and responsibilities during organization of implementation of equitization

1. The Prime Minister shall:

(a) Approve the equitization master plan of the enterprises specified in article 2 of this Decree;

(b) Make decisions approving the equitization plans of groups, State corporations and a number of enterprises operating in special sectors such as insurance, banking, telecommunications, aviation, and rare mineral exploitation; and make decisions on what body will be the representative of the owner of the State owned capital portion in such enterprises;

(c) Authorize the board of management of a group or special State corporation for which the Prime Minister makes the decision on establishment (specified in the appendix to Decree 86/2006/ND-CP of the Government dated 21 August 2006 on amendment of and addition to a number of articles of Decree 132/2005/ND-CP of the Government dated 20 October 2005 on exercise of rights and performance of obligations of State owners applicable to State companies) to make decisions announcing the value of the enterprise, and approving equitization plans of member enterprises or sections of a subsidiary enterprise. After making such decision, the board of management of an economic group or special State corporation shall submit a report to the Ministry of Finance for examination and supervision in order to ensure that [such decision] complies with law.

2. Based on the plans for restructuring State owned enterprises approved by the Prime Minister of the Government, ministers, heads of ministerial equivalent bodies and Government bodies and chairmen of people's committees of provinces and cities under central authority shall:

(a) Establish Steering Committees for Equitization to assist ministers, heads of ministerial equivalent bodies and Government bodies and chairmen of people's committees of provinces and cities under central authority in implementing the work of equitization in accordance with this Decree;

(b) Guide, examine and supervise the process of equitization of entities within their management in accordance with this Decree;

(c) Make decisions announcing the value of an enterprise and submit equitization plans of enterprises stipulated in clause 1(b) of this article to the Prime Minister for his approval;

(d) Make decisions announcing the value of an enterprise and make decisions on equitization plans of enterprises within their management, ensuring the draft charter on organization and operation of the shareholding company is in accordance with the Law on Enterprises;

(dd) Take the initiative to transfer an enterprise from the list of enterprises to be equitized which in fact fails to satisfy all the conditions for equitization onto the list for conducting the form of sale, assignment, dissolution or bankruptcy;

(e) Agree with a company specializing in the purchase and sale of debts for such company to take over ownership of a State owned company suffering losses and no longer having State owned capital after such specialist company has dealt with the finances in accordance with law;

(g) Make decisions approving accounting finalization, on accounting finalization of equitization expenses, on accounting finalization of allowances paid to employees who became redundant, on accounting finalization of the proceeds earned from equitization of the enterprise, and on announcement of the actual value of the State owned capital portion as at the time when the initial business registration certificate was issued to the shareholding company;

(h) Resolve, in accordance with their authority, any problems, complaints or denunciations for equitized enterprises within a maximum period of fifteen (15) days from the date of receipt of a complete file, complaint or denunciation. Report promptly any matters which fall outside their authority to the Prime Minister for his consideration and decision;

(i) Report to the Prime Minister for his consideration and decision on a body to act as the representative of the owner of the State owned capital portion, upon equitization of a group or State corporation;

(k) With respect to equitized enterprises in the category of enterprises in which the rights of the representative of the owner of State owned capital are transferred to the State Capital Investment Corporation, the minister, head of the ministerial equivalent body or Government body or chairman of the people's committee shall be responsible to agree with the State Capital Investment Corporation on selection of a representative of the State owned capital portion contributed to the shareholding company and to carry out the transfer of the rights of the representative of such owner immediately after announcement of the actual value of the State owned capital portion as at the time when the initial business registration certificate was issued to the shareholding company.

3. The board of management of an economic group or State corporation referred to in clause 1(c) of this article shall be responsible to:

(a) Organize the implementation of equitization plans for enterprises belonging to a group or corporation in accordance with the proposal for restructuring State owned enterprises approved by the Prime Minister;

(b) Establish a Steering Committee for Equitization to assist the board of management of a group or State corporation in implementing the work of equitization in accordance with this Decree;

(c) Guide, examine and supervise the process of equitization of entities within their management in accordance with the items specified in this Decree;

(d) Direct member entities to deal with existing financial issues in accordance with Chapter II of this Decree, to hold valuations of enterprises, and to prepare equitization plans and submit them to the board of management of the group or State corporation for approval and commence work on plans which have been approved;

(dd) To deal with existing financial issues of the enterprises within their management, depending their authority;

(e) Make decisions announcing the value of an enterprise and make decisions approving equitization plans of member enterprises or sections of enterprises of a group or State corporation, ensuring the draft charter on organization and operation of the shareholding company is in accordance with the Law on Enterprises;

(g) Direct member entities to co-ordinate in carrying out accounting finalization, accounting finalization of equitization expenses, accounting finalization of allowances paid to employees who became redundant, accounting finalization of the proceeds earned from equitization of the enterprise, and in announcing the actual value of the State owned capital portion as at the time when the initial business registration certificate was issued to the shareholding company.

4. In addition to the rights and responsibilities stipulated in clause 3 of this article, the board of management of the State Capital Investment Corporation shall also be responsible to:

(a) Co-ordinate with ministries, branches and people's committees of provinces and cities under central authority to:

- Commence the work of equitization for enterprises in the category to be assigned;

- Appoint a representative of the State owned capital portion in an enterprise in the category to be assigned;

- Supervise and activate payment of proceeds from equitization to the State Capital Investment Corporation;

(b) Carry out investment in projects in accordance with a decision of the Prime Minister;

(c) Assist State agriculture and forestry enterprises undergoing restructuring to pay allowances to employees who become redundant, and to deal with financial issues;

(d) Prepare and submit periodical reports on the management and utilization of the Assistance Fund for Restructuring Enterprises to the Prime Minister and the Ministry of Finance.

5. Powers, responsibilities and composition of Steering Committees for Equitization of Enterprises:

(a) A Steering Committee for Equitization shall have the following powers and responsibilities:

- To assist the body making the equitization decision in directing and organizing the implementation of the equitization of one or several enterprises in accordance with this Decree;

- To be entitled to use the seal of the authorized body during performance of its duties;

- To establish an assisting group for implementation of equitization of an enterprise;

- To report to the body making the equitization decision to select the method of initial share sale;

- To direct the formulation of an equitization plan;

- To verify and submit the value of the enterprise to the authorized body for its decision announcing such value, and for its decision approving the equitization plan;

- To direct the enterprise to be equitized to co-ordinate with the intermediary financial institution to hold an auction to sell shares;

- To prepare and submit a report on results of equitization to the authorized body; equitization plan or decision adjusting the value of the enterprise after conversion into a shareholding company;

- To consider, select and propose [a nominee] and co-ordinate with the authorized body to appoint a representative of the State owned capital portion contributed to the equitized enterprise.

(b) The composition of the Steering Committee shall be determined by the minister, head of the ministerial equivalent body or Government body or the chairman of the people's committee of the province or city under central authority and by the board of management of a group or State corporation.

With respect to equitized enterprises in the category of enterprises in which the rights of the representative of the owner of State owned capital are transferred to the State Capital Investment Corporation, the members of the Steering Committee shall include an authorized representative of the State Capital Investment Corporation.

6. The trade union at the enterprise undergoing equitization shall co-ordinate with the Steering Committee for Equitization:

(a) To disseminate material to senior staff at the enterprise on implementing the State policy on equitization;

(b) To supervise the process of equitization at the enterprise;

(c) To appoint a representative of the trade union capital portion onto the board of management and board of inspectors of the equitized enterprise;

(d) To use legal Funds of the trade union at the enterprise to purchase shares.

Article 55. Regime on reporting, inspection and supervision

1. Ministers, heads of ministerial equivalent bodies and Government bodies, chairmen of people's committees of provinces and cities under central authority and boards of management of groups and State corporations shall be responsible to promptly report to the Steering Committee for Reform and Development of Enterprises and to the Ministry of Finance the following relevant items in the process of equitization: results of resolution of outstanding financial issues, results of valuation, decision on announcement of the value of the enterprise and adjustment of the value of the enterprise, equitization plan, result of the share sale, accounting finalization of equitization expenses and finalization of the handover from a State owned enterprise to a shareholding company.

The Ministry of Finance shall provide specific guidelines on the regime on reporting stipulated in clause 1 of this article.

2. The Ministry of Finance shall be responsible to check, supervise and activate ministries, ministerial equivalent bodies, Government bodies, people's committees of provinces and cities under central authority, economic groups and State corporations to carry out the work of equitization in accordance with the plan for restructuring State owned enterprises approved by the Prime Minister of the Government and the law, and submit periodic reports on current status and results of implementation of equitization of enterprises to the Prime Minister.