Chương IV Nghị định 48/2017/NĐ-CP: Tổ chức quản lý SCIC

Chapter IV

SCIC'S EXECUTIVE MANAGEMENT STRUCTURE

Article 24. SCIC’s executive management structure

The organizational structure for management and governance of SCIC’s business activities shall be composed of the followings:

1. Board of Directors.

2. Director General and his/her assisting apparatus.

3. Comptrollers.

Section 1. BOARD OF DIRECTORS

Article 25. Functions of the Board of Directors

1. The Board of Directors is a direct representative of the state owner’s representative to SCIC that can make decisions on matters regarding identification and implementation of SCIC’s objectives, duties and rights under its delegated authority as provided herein, except those matters subject to decisions issued by the Government, the Prime Minister, the Ministry of Finance under their jurisdiction, and by other state regulatory authorities according to regulations on decentralization.

2. The Board of Directors shall be held accountable to the Government, the Prime Minister, the Ministry of Finance, and before laws, for all activities and growth of SCIC.

Article 26. Personnel structure of SCIC’s Board of Directors

SCIC’s Board of Directors is composed of 07 members at maximum. The Board’s Chairperson and members shall work under the full-time regime. Director General is a member of the Board of Directors. A member may hold office for the maximum period of 5 years, and can be re-appointed to serve no more than 2 terms of office.

Article 27. Rights and responsibilities of SCIC’s Board of Directors

1. Request the Ministry of Finance to verify and petition a relevant competent regulatory authority to approve and adjust SCIC’s charter capital; revise SCIC’s Charter, functions, duties and operational mechanism; carry out the corporate reorganization, ownership transition and restructuring of SCIC.

2. Make decision on SCIC’s business strategy, plan, investment and development proposal for the 5-year period; SCIC‘s annual business plan after receipt of a competent entity’s approval decision and submit such decision to the Ministry of Finance and the Ministry of Planning and Investment for compiling and monitoring purposes.

3. Make decision on establishment, transition of ownership and restructuring of wholly SCIC-owned subsidiaries; establishment, reorganization and closure of branches, representative offices and dependent accounting units of SCIC after obtaining the Prime Minister’s decision to approve policies for such activities.

4. Execute the general program for reorganization, reform and restructuring of SCIC after receiving any request and a competent regulatory authority’s approval decision.

5. Make decision on change in SCIC‘s proportion of ownership at enterprises belonging to the list of enterprises whose controlling shares are held by the State or receipt of enterprises voluntarily participating as SCIC’s subsidiaries and affiliates after filing a request for such receipt and obtaining a competent regulatory authority's decision to approve policies for such receipt.

6. Request the Ministry of Finance to seek the Prime Minister’s consent to:

a) Planning, appointment, re-appointment, discharge, dispatch, rotation, resignation, offer of rewards to, imposition of punishment on, dismissal and retirement of the Chairperson of SCIC's Board of Directors.

b) Appointment of the Director General for SCIC.

7. Request the Ministry of Finance to consent to: Plan, appoint, re-appoint, discharge, reward, discipline, pay wages, salaries, remuneration, bonuses and other interests to the Board’s members; issue SCIC’s financial management Regulations.

8. Make decision on the plan to mobilize capital and investment in specific projects stated in point c and d of clause 1 of Article 12 and point b of clause 5 of Article 13 after requesting and receiving a competent regulatory authority's approval of policies for such activities; grant decisions on its own or authorize the Director General to make decision on the capital mobilization plan and investment projects funded by no greater than 25% of the equity specified in SCIC’s financial statement made in the most recent quarter or year preceding the date of capital mobilization or grant of the investment decision on condition that such investment does not exceed the allowable maximum amount of investment in group-B investment projects as provided in the Law on Public Investment.

9. Make decision on the plan to sell and purchase fixed assets and external investment projects outside of SCIC as provided in point c of clause 5 of Article 13 and projects funded by joint venture between SCIC and foreign investors in Vietnam, projects for SCIC’s making investments in other enterprises to supply public products and services after receipt of a competent regulatory authority’s approval of policies for such activities; make decision or authorize the Director General to make decision on sale or purchase of fixed assets and external investment projects funded by no greater than 25% of the equity specified in the financial statement made in the most recent quarter or year preceding the date of grant of the decision on sale and purchase of fixed assets or investment in projects provided to extent that such investment capital does not exceed the permissible maximum amount of investment in group-B projects prescribed in the Law on Public Investment.

10. Approve SCIC’s financial statements, distribution of SCIC’s annual profits, setting aside of amounts available for establishment and use of SCIC’s annual funds after receipt of the written opinion from the Ministry of Finance.

11. Make decision on planning, re-appointment, dismissal, discharge, secondment, rotation, offer of rewards to, imposition of disciplinary actions on, resignation and retirement of SCIC’s Director General after obtaining the written consent from the Ministry of Finance.

12. Make decision on wages, salaries, remuneration, bonuses and other interests to which appointees decided by the Board of Directors as per laws are entitled.

13. Carry out rights and responsibilities of a state owner to SCIC’s subsidiaries and affiliates under the provisions of relevant laws and this Charter.

14. Designate the representative of SCIC’s portions of capital contribution to other enterprises; give written opinions based on which representatives of SCIC’s portion of capital contribution cast their votes in accordance with laws.

15. Agree to allow the Director General to issue SCIC’s internal management regulations.

16. Make decision on SCIC’s market growth, promotion and technological solutions.

17. Bear responsibilities to manage and govern SCIC in compliance with laws and decisions of the state owner’s representative; manage the effective use, preservation and appreciation of capital; promptly report to the state owner’s representative on SCIC’s losses, insolvency, failure to fulfill objectives and duties assigned by the state owner or other cases in which SCIC has committed violations.

18. Assume legal liability for any violation resulting in any loss of SCIC’s capital and assets.

19. Conduct internal audits and make decision on establishment of an internal auditing unit under SCIC’s authority.

20. Implement other rights and duties as stipulated by law or under its authority delegated by the Government, the Prime Minister and the Ministry of Finance.

Article 28. Eligibility standards and requirements of members of SCIC‘s Board of Directors

1. Being Vietnamese citizens permanently residing in Vietnam.

2. Holding professional qualifications and practical experience in business administration or SCIC’s scope of business.

3. Having good health conditions, morals, showing honesty, straightforwardness, legal expertise and a good sense of compliance with laws.

4. Not being wives, husbands, blood fathers, foster fathers, blood mothers, foster mothers, natural children, adoptive children, younger or older blood brothers, blood sisters, younger or older brothers or sisters-in-law of heads or deputy heads of the state owners' representative agencies; members of the Board of Directors, the Director General, the Deputy Directors General and Chief Accountant; Comptrollers working at SCIC.

5. Not being public officers, servants or employees working for state regulatory authorities, political organizations, sociopolitical organizations, or not being persons holding office or managerial positions at SCIC's member companies.

6. Having not yet been dismissed from the title of Chairperson of the Board of Directors, members of the Board of Directors or the Chairpersons of companies, Directors, Deputy Directors or Directors General or Deputy Directors General of state enterprises.

7. Meeting other legibility standards and requirements prescribed in laws.

Article 29. Chairperson and members of the Board of Directors

1. Chairperson of the Board of Directors:

a) The Chairperson of the Board of Directors shall be subject to the Prime Minister’s decision on planning, appointment, re-appointment, resignation, discharge, secondment, rotation, rewarding, sanctioning, dismissal and retirement as provided in point dd and e of clause 1 of Article 12 herein. The term of office of the Chairperson shall not exceed 5 years, and upon expiration of such term, the Chairperson may be re-appointed to no more than 2 terms of office. The Chairperson shall hold office according to the full-time work regime and shall not be allowed to undertake multiple posts as Directors General of SCIC and other enterprises;

b) Chairperson of the Board of Directors shall assume the following rights and obligations:

- Act on behalf of the Board of Directors to certify acceptance of capital, land, natural and other resources that the State entrusts to SCIC;

- Convene and preside over meetings of SCIC‘s Board of Directors or collect opinions from members of SCIC’s Board of Directors;

- Lead fulfillment of duties assigned by the Board of Directors in accordance with this Charter;

- Sign documents on behalf of the Board of Director;

- Carry out the monitoring and surveillance of implementation of resolutions and decisions of the Board of Directors; have the right to act on behalf of the Board of Directors to revoke the Director General’s decision in breach of resolutions and decisions of the Board of Directors;

- Where necessary, the Chairperson of the Board of Directors may authorize one of the Board’s members in writing to perform functions and duties assigned to the Chairperson of SCIC’s Board of Directors in the absence of SCIC's Chairperson of the Board of Directors. The person receiving authorization shall be responsible to the Chairperson for tasks to be performed in trust;

- Carry out other rights and obligations under law and the authority delegated by the Prime Minister.

2. Members of SCIC’s Board of Directors:

a) Minister of Finance shall be accorded authority to appoint members of the Board of Directors and procedures for appointment subject to laws. Members of the Board of Directors shall work under the full-time employment regime.

b) Members of the Board of Directors shall have the following rights and responsibilities:

- Attend meetings to discuss, give recommendations cast their votes on matters under the jurisdiction of the Board of Directors;

- Check, examine, search, duplicate or make an extract of information contained in transaction registers, accounting books, records, annual financial statements and journals recording minutes on meetings of the Board of Directors, as well as other documents or materials under the SCIC's control;

- Carry out other tasks and responsibilities according to appointment decisions, this Charter and relevant laws.

Article 30. Dismissal and discharge of members of the Board of Directors

1. The Chairperson and other members of the Board of Directors shall be discharged from their office in the following cases:

a) Any of them have no longer met eligibility standards and requirements stipulated in Article 28 herein;

b) Any of them applies for his/her resignation which is then accepted in writing by the Prime Minister (applicable to the Chairperson of the Board of Directors) and the Ministry of Finance (applicable to other members of the Board of Directors);

c) Any of them has obtained a decision on secondment, transfer to another post or retirement;

d) Any of them does not have adequate competency and qualification to undertake assigned tasks; his/her civil capacity has been lost or constrained;

dd) Any of them is not healthy or prestigious enough to serve as a member of the Board of Directors;

e) Any of them falls into other cases in which he/she must be discharged in accordance with relevant laws.

2. The Chairperson and other members of the Board of Directors shall be dismissed in the following cases:

a) Any of them contributes to the fact that SCIC has not fulfilled objectives and targets specified in its business plans for 02 consecutive years; has failed to preserve and appreciate investment capital upon the request of the Prime Minister and the Ministry of Finance without giving objective reasons or explaining the reason why the Prime Minister or the Ministry of Finance does not give their consent;

b) Any of them is prosecuted and pleads guilty;

c) Any of them performs fraudulent acts in the course of carrying out rights and obligations, abuses professional ranks and positions, uses SCIC’s property to gain personal benefits or serve the interests of other organizations or individuals; provides incorrect financial information and business results of SCIC.

3. Within 60 days of receipt of a decision on discharge or dismissal, SCIC‘s Board of Directors must convene a meeting to request the Ministry of Finance to consider issuing a decision on appointment of a substitute member of SCIC‘s Board of Directors, or petition the Prime Minister to consider appointing a substitute Chairperson of SCIC‘s Board of Directors.

Article 31. Employment regime, conditions and manners of meetings of the Board of Directors

1. The Board of Directors shall work under the collective employment regime; shall hold a meeting on a quarterly basis in order to consider issuing decisions on matters under its powers and obligations. As for those matters that do not need to be discussed, the Board of Directors may collect written opinions in accordance with regulations laid down in SCIC’s Charter.

The Board of Directors may convene irregular meetings to deal with urgent issues upon the request of the state owner's representative agency to SCIC or the Chairperson of the Board of Directors or more than 50% of membership of the Board of Directors or the Director General.

2. The Chairperson or any member of the Board of Directors who is authorized by the Chairperson of the Board of Directors shall be responsible for setting the agenda and preparing documents or handouts necessary for a meeting, convening and chairing that meeting. Members of the Board of Directors may give written comments on the meeting's agenda. Matters to be discussed and documents used in a meeting must be sent to all members and guests (if any) 3 working days before. In particular, a meeting’s documents or handouts related to requests for consent of the state owner's representative agency to SCIC to amendments or supplements to the SCIC's Charter, for approval of corporate growth guidelines, annual financial statements, reorganization or dissolution of SCIC must be sent to all participating members within the maximum duration of 05 days before the meeting takes place.

3. A meeting’s invitation may be sent by letter, telephone, facsimile, or other electronic means, and may be addressed directly to each member of the Board of Directors and other guests. Contents of a meeting’s invitation need to clarify the meeting’s time, venue and agenda. An online meeting may take place where necessary.

4. A meeting in which opinions of the Board's members are collected will be deemed legitimate if at least two thirds of the Board’s membership is present. A Resolution of the Board of Directors shall be adopted if more than half of the Board's participating members votes for it; in case where the number of votes for and against a matter is equal, the Chairperson of the Board of Directors or the person authorized by the Board's Chairperson shall have the deciding vote. Any member of the Board of Directors may have his/her opinion submitted to the state owner’s representative agency for its consideration.

5. In a meeting where written opinions are collected from members of the Board of Directors, a Resolution of the Board of Directors shall be adopted only when more than half of membership cast their votes for it.

The Resolution may be adopted by using multiple copies of the same written request for opinions from members of the Board of Directors if each of these copies bears at least a signature of a member of the Board of Directors.

6. Based on a meeting’s contents and agenda, where necessary, the Board of Directors shall have the right or assume its responsibility to invite authorized representatives from organizations or entities concerned to participate and discuss specific matters mentioned in the meeting’s agenda. Representatives of entities or organizations invited to a meeting may speak but cannot vote. Invited representative’s opinions shall be fully recorded in the meeting’s minutes.

7. Matters to be discussed, oral presentations, voting results and vote results and decisions adopted by the Board of Directors and conclusions of a meeting of the Board of Directors must be minuted. The Chair and Secretary of a meeting shall have joint liability to ensure accuracy and integrity of the meeting's minutes. The meeting’s minutes must be written up and ratified before the meeting is ended. The followings must be contained in the minutes:

a) Time, venue, purposes and agenda of a meeting; list of participating members; matters to be discussed and vote on; summary of spoken opinions of members about specific matters to be discussed;

b) The number of votes for and against a matter that must be counted in case blank votes are not accepted, or the number of votes for and against and abstentions that must be counted in case blank votes are accepted;

c) Decisions that have already been ratified; full names and signatures of participating members.

8. Members of the Board of Directors may request the Director General, Deputy Directors General, Chief Accountant and other executives or officer holders of SCIC and wholly SCIC-owned companies, and representatives of SCIC’s portions of capital contribution to other enterprises, shall provide information and documents on financial and operational conditions of related companies in accordance with communication regulations imposed by the Board of Directors or resolutions of the Board of Directors. Persons requested to provide information must provide timely, full and accurate information and documents upon the requests made by members of the Board of Directors, unless otherwise decided by the Board of Directors.

9. While on duty, the Board of Directors may use an executive machinery or assisting unit (if any) and SCIC's official corporate stamp.

10. Where necessary, the Board of Directors can consult with domestic and foreign experts before making decisions on important matters under the Board’s jurisdiction. Expenses incurred from consultation with advisory experts shall be subject to SCIC’s Regulations on financial management.

11. A Resolution of the Board of Directors shall be in force from the date on which it is adopted or the effective date specified in such Resolution, except in cases where it must obtain consent from the state owner’s representative agency to SCIC.

Article 32. Operational expenses of the Board of Directors

All operational expenses of the Board of Directors, experts and consultants to the Board of Directors may be charged into the account of management expenses of SCIC. SCIC’s Director General must provide conditions and equipment necessary for operations of the Board of Directors.

Article 33. Requirements for eligibility of the Chairperson and members of the Board of Directors for involvement in management of other enterprises

1. In order to be eligible to get involved in management of other enterprises, any member of the Board of Directors shall not hold senior positions in SCIC’s subsidiaries.

2. Such member is not a wife, husband, blood father, foster father, blood mother, foster mother, natural child, adoptive child, younger or older blood brother, blood sister, younger or older brother or sister-in-law of the head or deputy head of a state owner’s representative agency; a member of the Board of Directors; the Director General, the Deputy Director General and Chief Accountant; a Comptroller working at SCIC.

Section 2. DIRECTOR GENERAL

Article 34. Functions of the Director General

The Director General must be a person in charge of SCIC’s daily activities according to predetermined objectives, plans and Resolutions or Decisions of the Board of Directors, this Charter and provisions of relevant laws; shall be held accountable to the Board of Directors and laws for implementation of his/her assigned rights and duties.

Article 35. Appointment, discharge and dismissal of the Director General

1. The Director General who is a member of the Board of Directors shall be appointed under the appointment decision that the Prime Minister issues after considering the request from the Ministry of Finance, assessment results from the Ministry of Home Affairs and unanimous opinions from the Government’s Party Staff Division. The Director General shall be appointed to the maximum 5 years’ term of office and may be re-appointed. The Board of Directors shall make decision on planning, re-appointment, dismissal, discharge, secondment, rotation, rewarding, disciplining, resignation and retirement of SCIC’s Director General after obtaining the written consent from the Ministry of Finance.

2. The person appointed as the Director General shall be obliged to meet the following standards and requirements:

a) Having full civil capacity and not being subject to prohibition on participation in corporate management in accordance with laws;

b) Holding professional qualifications and practical experience in business administration or SCIC’s scope of business;

c) Meeting health requirements, ethical standards, showing honesty and straightforwardness; proving awareness and consciousness of compliance with laws; being a Vietnamese citizen permanently residing in Vietnam;

d) Not a wife, husband, blood father, foster father, blood mother, foster mother, natural child, adoptive child, younger or older blood brother, blood sister, younger or older brother or sister-in-law of the head or deputy head of a state owner’s representative agency; a member of the Board of Directors; the Deputy Director General and Chief Accountant working for SCIC;

dd) Not a wife or husband, blood father or mother, foster father or mother, natural or adoptive child, younger or older blood brother or sister, younger or older brother-in-law or sister-in-law of a Comptroller working for SCIC;

e) Not serving as a cadre or public official of another state agency or political organization or sociopolitical association;

g) Having not yet been removed from the post of the Chairperson of the Board of Directors, member of the Board of Directors, Director General or Deputy Director General of SCIC or other state enterprises;

h) Not holding dual office as a Director or Director General of another enterprise;

i) Meeting other eligibility standards and requirements prescribed in laws and this Charter.

3. Discharge of the Director General in the following cases:

a) Having no longer met eligibility standards and requirements stipulated in Article 2 herein;

b) Submitting the resignation letter.

4. The Director General shall be dismissed from office in the following cases:

a) SCIC has not preserved its capital in accordance with laws;

b) SCIC has not fulfilled goals and objectives specified in its business plan for 02 consecutive years;

c) He/she has no longer met qualification and competence requirements set out in the new business strategy and plan of SCIC;

d) He/she has committed one of the obligations that a person holding a senior position must take on as provided in Article 96 in the Law on Enterprises;

dd) Other situations stipulated by law arise.

Article 36. Rights and duties of the Director General

1. Bear responsibility to the Board of Directors for effective use and management of capital, assets and other available resources of SCIC within his/her delegated authority.

2. Take charge of preparing SCIC’s growth strategy, business plan, investment and development proposal for the 5-year period; the program and plan for reorganization, reform and restructuring of SCIC; the business plan and annual investment and development proposals of SCIC; plans for mobilization and use of capital, for submission to the Board of Directors; preparing investment projects, distributing resources and formulating organization and management programs; drafting and revising SCIC’s Charter; drafting SCIC’s Regulations on financial management and other internal management regulations; developing the plan for development of human resources; formulating and assessing application of sets of indicators, standards, socio-technical norms and wage rates; preparing economic or civil agreements; provisions for risks; preparing periodic reports, statistical reports and financial statements of SCIC and other programs or projects.

3. Submit matters under the jurisdiction of a state owner's representative to SCIC as provided herein to the Board of Directors that will then propose them to seek a competent regulatory authority’s decision on or approval of these matters.

4. Seek the Board of Directors’ decision on matters under the delegated authority of the Board of Directors.

5. Make decision on matters that he/she is authorized, mandated or entrusted to deal with by the Board of Directors as provided herein and provisions of laws.

6. Make decision on the plan for mobilization of capital, investment projects, construction, sale and purchase of fixed assets, external investment projects, and on making equity participation in incorporation of new companies and capital contribution to other economic agreements under the authority delegated or tasks entrusted by the Board of Directors and in accordance with laws.

7. Seek the Board of Directors’ decision on appointment, re-appointment or discharge, or the Board of Directors’ consent to resignation, signing, termination of employment contracts with, rewarding and sanctioning of a Deputy Director General or Chief Accountant working for SCIC.

Take charge of formulating the pay chart, grades and regime, and applying them to employees after receipt of a competent regulatory authority's approval.

8. Make decision on designation, mandate, substitution of and termination of authorization for SCIC’s representatives to enterprises receiving or holding direct investment funds of SCIC under his/her authority delegated by the Board of Directors.

9. Make decision on recruitment, contracting or termination of contracts with or appointment, re-appointment, discharge, approval of resignation, rewarding, sanctioning, pay and allowance levels of persons holding different positions under his/her authority delegated by the Board of Directors and his/her jurisdiction. Make decision to assign tasks to SCIC’s Deputy Directors General.

10. Take charge of carrying out and assess results gained from carrying out business plans, investment proposals and other daily activities; audits, inspections and other activities in order to ensure effective implementation of resolutions and decisions of the Board of Directors and the state owner’s representative agencies; govern activities of SCIC in order to implement resolutions and decisions of the Board of Directors.

11. Send periodic or irregular review reports on SCIC’s business results to the Board of Directors; make the public disclosure of financial statements under the provisions of financial regulations and this Charter.

12. Carry out rights and responsibilities regarding business, financial management and personnel administration to subordinate units under his/her authority delegated by the Board of Directors, Regulations on financial management and provisions laid down herein.

13. Issue SCIC’s internal management regulations after receipt of consent from the Board of Directors.

14. Submit to inspection and supervision of implementation of his/her roles and duties by the Board of Directors, Comptrollers and state regulatory authorities in accordance with law.

15. Carry out other rights and duties prescribed in laws, the Law on Enterprises, this Charter and in compliance with decisions of the Board of Directors.

Section 3. RIGHTS, OBLIGATIONS, RESPONSIBILITIES AND RELATIONSHIPS BETWEEN THE BOARD OF DIRECTORS AND DIRECTOR GENERAL OF SCIC

Article 37. Wages, salaries, remuneration and other benefit packages granted to the Chairperson and members of the Board of Directors and Director General of SCIC

1. The Chairperson, members of the Board of Directors, Director General of SCIC shall be entitled to wages, salaries, compensation packages, bonuses and other benefits, depending on their performance and business outcomes of SCIC, in accordance with laws and regulations of the Government on operational functions, duties and regimes of SCIC.

2. The Ministry of Finance shall grant approval of pay, compensation, bonus and other benefit packages applied to the Chairperson, members of the Board of Directors and Director General of SCIC under law. Compensation and other benefit packages paid to the Chairperson, members of the Board of Directors and Director General of SCIC shall be accounted for as SCIC’s management expenses under law, and must be recorded into separate accounts shown in SCIC's annual financial statements.

Article 38. Obligations and responsibilities of the Chairperson, members of the Board of Directors and Director General of SCIC for management and governance of SCIC

1. The Chairperson, any member of the Board of Directors or Director General of SCIC shall assume the following obligations:

a) Comply with laws, organizational and operational Charter of SCIC or decisions of the state owner’s representative agencies for implementation of assigned rights and duties;

b) Carry out assigned rights and obligations in an honest, discreet and due manner in the best legal interests of SCIC and SCIC’s state owner’s representative;

c) Commit to acting in the best interests of SCIC and state owner’s representative to SCIC. Prohibit using business information, trade secrets and opportunities of SCIC and abusing positions and rights of management and use of capital and assets of SCIC to gain personal interests and serve the interests of other organizations and individuals. Prohibit giving SCIC’s property to any person without permission; revealing SCIC's secrets during the period of performing his/her duties assigned to a member of the Board of Directors or Director General of SCIC and within the maximum duration of 03 years after removal from the post of member of the Board of Directors or the Director General of SCIC, unless otherwise approved by SCIC’s Board of Directors;

d) If SCIC fails to pay all debts and other asset-related obligations due, SCIC‘s Director General shall be obliged to report to SCIC‘s Board of Directors to seek remedies for its financial difficulty and inform on SCIC’s financial status to all of its creditors. To such extent, the Chairperson, members of the Board of Directors and Director General of SCIC shall not be allowed to make decision to increase wages, salaries, set aside its profits to pay bonuses to the management and staff of SCIC;

dd) To the extent that SCIC fails to pay all debts and other asset-related obligations due and no action stated in point d of this clause is taken, several liability for any loss inflicted on creditors must be held;

e) In cases where the Chairperson, any member of the Board of Directors or Director General of SCIC is in breach of this Charter, makes decision ultra vires, abuses his/her position or authority to inflict any loss on SCIC and the State, compensations stipulated by law and this Charter must be paid;

g) He/she shall prevent his/her spouse, natural parent, child or sibling from holding the position of SCIC’s Chief Account or Cashier;

h) Report to the Ministry of Finance and SCIC on ownership of shares, portions of contributed capital and make public disclosure of interests associated with SCIC's related enterprises; SCIC’s related enterprises which he/she and his/her spouse, natural parent, child or sibling jointly and severally own shares or portions of contributed capital accounting for more than 35% of each enterprise’s charter capital.

2. Members of SCIC’s Board of Directors shall be jointly responsible to the Prime Minister, the Ministry of Finance and laws for decisions of SCIC‘s Board of Members, business results and efficiency of SCIC.

3. SCIC’s Director General shall be accountable to SCIC’s Board of Directors and laws for management of SCIC’s daily activities and implementation of delegated rights and assigned duties.

4. If he/she commits one of the following violations which have not yet resulted in his/her facing criminal prosecution, he/she shall not be paid bonuses, shall not be entitled to any pay rise and shall be subject to disciplinary actions depending on the degree of his/her violation:

a) SCIC's losses are inflicted through his/her fault;

b) Any loss of state capital is inflicted through his/her fault;

c) He/she decides to execute investment projects that are not effective, do not recover investment capital and fail to repay debts;

d) SCIC staff's wages, salaries and other benefit packages prescribed in laws on employment are not insured;

dd) Violations arising from management of capital, assets and against accounting, auditing and other regulations promulgated by the State are attributable to his/her fault.

5. If any violation specified in clause 4 of this Article is attributable to the Chairperson’s lack of his/her responsibilities or failure to fulfill his/her assigned roles, duties and powers, he/she shall be dismissed from his/her post, depending on the extent of his/her violation and consequences of such violation that lead to the compensation requirement set out by law.

6. In case where SCIC goes into bankruptcy and SCIC’s Director General has not yet filed for such bankruptcy, he/she shall be dismissed from his/her post and shall be held responsible to laws; if SCIC's Director General fails to do so and SCIC's Board of Directors does not order him/her to file for bankruptcy, the Chairperson and members of the Board of Directors shall be dismissed.

7. If SCIC subject to the regulatory requirement for reorganization, dissolution or ownership transition does not carry out procedures for doing so, SCIC’s Chairperson, members of the Board of Directors and Director General shall be dismissed.

8. SCIC’s Chairperson, members of the Board of Directors and Director General shall be responsible for sending full, accurate, authentic and timely reports on matters required by the state owner's representative agency to serve the purposes of performing tasks of inspection, supervision and assessment by competent regulatory authorities within the duties assigned by the state owner's representative agency.

9. SCIC’s Chairperson, members of the Board of Directors and Director General shall be responsible for sending timely reports to the state owner’s representative agency on the fact that it is running at a loss, is incapable of making payments, fails to fulfill objectives and tasks assigned by the state owner's representative agency or commits other violations.

Article 39. Coordination between the Board of Director and Director General in management and governance of SCIC

1. In the course of implementing resolutions and decisions of the Board of Directors, on seeing that SCIC's interests are likely to be adversely affected, the Director General must inform on this to the Board of Directors to seek its consent to any amendment to such resolutions and decisions. In cases where the Board of Directors fails to make necessary amendments, the Director General must observe them and then report to the Ministry of Finance to seek its decision on possible actions to be taken under its delegated authority.

2. The Director General shall be responsible for periodically reporting to the Board of Directors on business conditions of SCIC. Where necessary, the Board’s Chairperson may request the Director General to directly report to the Board of Directors or send a representative of the Board of Directors to SCIC’s meetings.

3. The Board of Directors must authorize the Director General to act on behalf of SCIC to perform its duties and shall be responsible for such authorization. The Director General shall be responsible to the Board of Directors and laws for duties that he/she perform on behalf of SCIC.

4. The Director General may take necessary actions in case of emergency as per law, and must concurrently submit immediate reports to the Board of Directors and other competent regulatory authorities.

Article 40. Contracts and transactions between SCIC and related persons

1. Contracts and transactions between SCIC and the following persons shall be subject to decisions issued by the Board of Directors, the Director General and Comptrollers of SCIC according to the majority rules under which each person holds a vote:

a) Company’s owners and their related persons;

b) Members of the Board of Directors, Director General and Comptrollers;

c) Persons related to those persons stipulated in point b of this clause;

d) Managers for company’s owners, persons authorized to appoint such managers;

dd) Persons related to those persons stipulated in point b of this clause.

SCIC’s legal representatives must inform the Board of Directors and Comptrollers of persons involved in these contracts and transactions, enclosing draft contracts or major contents of these transactions.

2. Unless otherwise required by the SCIC’s Charter, the Board of Directors and Comptrollers shall be obligated to decide whether these contracts or transactions are accepted within 10 days of receipt of such notification according to the majority rules under which each participating person may cast a vote; interested persons shall not have voting rights.

3. Contracts or transactions prescribed in clause 1 of this Article shall be approved only when the following requirements are satisfied:

a) Parties entering into contracts or performing transactions are legal persons that are independent, have separate rights, obligations, property and interests;

b) Contractual or transactional prices are market prices determined when these contracts are signed or these transactions are performed;

c) Owners must comply with laws on contracts and other regulations on purchase, sale, lease or rental transactions between SCIC and owners.

4. If contracts or transactions which are invalidated and handled in accordance with laws are effected in breach of regulations laid down in clause 1 of this Article, SCIC’s legal representative and contracting parties shall be obliged to pay compensations for any loss incurred and reimburse profits gained from execution of these contracts or transactions to SCIC.

Section 4. DEPUTY DIRECTORS GENERAL, CHIEF ACCOUNTANT AND ASSISTING APPARATUS

Article 41. Deputy Directors General, Chief Accountant

1. Appointment, contracting, termination of contracts with, dismissal, substitution, discharge, rewarding and sanctioning of SCIC's Deputy Directors General and Chief Accountant shall be subject to SCIC’s decision issued upon the request of SCIC’s Director General.

The number of Deputy Directors General shall be restricted to 5 persons. In case where more than 05 Deputy Directors General are needed, SCIC shall request the Ministry of Finance to petition the Prime Minister to seek his decision.

2. Deputy Directors General shall be charged with assisting SCIC's Director General in governing SCIC according to their duties assigned and their authority delegated by the Director General; shall be accountable to the Director General and laws for performing their assigned or entrusted tasks.

3. SCIC’s Chief Accountant shall assume the prime responsibility for SCIC’s accounting and statistical activities; shall assist SCIC’s Director General to carry out financial supervision over all of SCIC’s business in accordance with laws on finance and accounting; shall be held accountable to the Director General and Board of Directors and laws for carrying out assigned duties and delegated authority.

4. Deputy Directors General and Chief Accountant shall be appointed and contracted to the term of office lasting for 5 years at maximum and may be re-appointed or granted a renewal of their employment contracts.

5. Compensation packages, responsibility allowances and bonuses granted to Deputy Directors General and Chief Accountant shall be subject to laws and SCIC’s regulations.

Article 42. SCIC’s assisting machinery

1. SCIC’s assisting apparatus is composed of different operations departments established under the decision of the Board of Directors upon the Director General’s request.

2. These departments shall play their roles in advising and assisting the Board of Directors and the Director General in performing SCIC’s assigned duties.

3. The Director General shall make decision on appointment, re-appointment, discharge, resignation or contracting, termination of contracts with, rewarding and disciplining of persons holding managerial positions in these departments, and shall regulate functions and duties of these departments under his/her authority delegated by the Board of Directors.

Section 5. DEPENDENT ACCOUNTING UNITS, BRANCHES AND REPRESENTATIVE OFFICES

Article 43. Dependent accounting units and branches

1. Dependent accounting units and branches established by SCIC are those entities do not have their own capital and property. All of their capital and property shall be owned and centrally accounted for by SCIC; shall be organized into sites, depending on their size and managerial and operational needs of SCIC, which are formed under the decision of the Board of Directors issued after receipt of the Prime Minister’s consent to policies for such formation.

2. Each dependent accounting unit and branch shall be led by a Director and Deputy Directors, and shall be composed of operations departments. Organizational and operational regulations of SCIC’s subordinate units and branches shall be set out by SCIC's Director General under his/her authority delegated by the Board of Directors.

Article 44. Representative offices

SCIC’s domestic and overseas representative offices are units directly controlled by SCIC and established under the decision of the Board of Directors after receipt of the Prime Minister's approval of policies for such establishment to serve the purposes of performing several tasks, but not getting directly involved in performing business tasks.

Section 6. SCIC’S EMPLOYEES

Article 45. Forms of employee’s involvement in corporate management

Employees may engage in management of SCIC’s business in the forms and by participating in organizations as follows:

1. Employees’ meetings.

2. Dialogues at work.

3. SCIC’s trade union.

4. People’s Inspectorate.

5. Exercise of their rights to file suggestions, complaints and accusations in accordance with laws.

Article 46. Employee’s rights

Employees may get involved in discussions, submit their opinions and suggestions to competent regulatory authorities in accordance with laws on employment and other relevant laws.

Article 47. Staff’s rights

SCIC’s staff shall have the right to engage in supervision over implementation of the resolution made by the staff's meeting; implementation of SCIC’s internal rules, regulations and Charter; implementation of the collective bargaining agreement; implementation of employment contracts; implementation of regulations and policies granted to employees; collection and use of funds to which employees make their contributions; results gained from handling employment-related complaints, accusations and disputes; annual emulation and rewarding results of employees.

Article 48. Employees’ meetings

On an annual basis, SCIC shall be responsible for presiding over and cooperating with the Executive Committee of Trade Union in holding an employee’s meeting to discuss solutions to fulfilling business goals that the Board of Directors has approved; assess implementation of the collective bargaining agreement, internal rules and regulations and other matters related to legal and sound rights and interests of employees.

Article 49. Relationship between SCIC and its employees

1. Relationship between SCIC and its employees shall be subject to regulations laid down in laws on employment currently in force.

2. SCIC’s Director General shall submit a plan to the Board of Directors to seek its ratification of matters related to recruitment of employees, lay-off, salaries, social insurance, benefits, rewarding and disciplining of the management and staff of SCIC, as well as relationship between SCIC and employee’s trade unions.

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