Chương 4 Nghị định 151/2013/NĐ-CP: Quản lý đối với hoạt động của tổng công ty

Chapter IV

MANAGEMENT OF OPERATION OF THE CORPORATION

Article 37. Rights and responsibilities of the state owner toward the Corporation

1. The Government shall promulgate and amend the charter of the Corporation.

2. The Prime Minister shall:

a/ Decide on the establishment, objectives, tasks and business lines; re-organization, ownership transformation and bankruptcy claim. Approve schemes on establishment of subsidiary companies with 100% state capital. Approve in principle the establishment, reorganization and dissolution of branches and representative offices and other dependent cost-accounting units;

b/ Decide on charter capital upon establishment or adjustment of charter capital in the course of operation;

c/ Decide on the appointment, re-appointment, relief from duty, resignation, commendation, or disciplining of the Chairperson of the Members’ Council and Director General of the Corporation;

d/ Approve production and business strategies and plans and five-year development investment plans.

3. The Ministry of Finance shall:

a/ Propose the Prime Minister for decision the establishment, objectives, tasks and business lines; reorganization, ownership transformation and bankruptcy claim, Approve schemes on establishment of subsidiary companies with 100% state capital. Approve in principle the establishment, reorganization and dissolution of branches and representative offices and other dependent cost-accounting units;

b/ Submit to the Prime Minister for promulgation the charter and its amendments and supplements;

c/ Propose the Prime Minister to decide on the charter capital level and adjustment;

d/ Propose the Prime Minister to decide on the appointment, re-appointment, relief from duty, resignation, commendation and reward, or disciplining of the Chairperson of the Members’ Council and Director General of the Corporation;

dd/ Propose the Prime Minister to decide on production and business strategies and plans and five-year development investment plans;

e/ Decide on the appointment, re­appointment, relief from duty, resignation, commendation or disciplining of members of the Members’ Council, and controllers, and payment of salaries to controllers;

g/ Approve annual lists of group-A and group-B projects and notify them to the Ministry of Planning and Investment for summarization and supervision;

h/ Approve in principle the change of the Corporation’s ownership rates in enterprises on the list of those in which the State must hold controlling shares; receipt of enterprises voluntarily joining the Corporation as subsidiary or associated companies;

i/ Approve in principle the borrowing or lending of capital, purchase or sale of assets with a value equal to or more than 50% of charter capital, or a lower percentage stated in the charter of the Corporation; approve in principle the Corporation’s borrowing of foreign loans;

k/ Decide on salaries of the Chairperson and members of the Members’ Council, Director General and controllers, and annual salary funds of the Members’ Council;

l/ Penn it the Members’ Council to approve financial statements, distribute profits, and set up and use funds;

m/ Propose the Prime Minister to decide on the overall scheme on arrangement and renewal of the Corporation;

n/ Supervise, examine, and inspect the observance of law; management, use, preservation and development of capital; implementation of strategies and plans; implementation of the regimes of recruitment, salaries and bonuses by the Corporation. Assess the implementation of objectives, tasks and business lines as assigned, and results of operation and effectiveness of production and business of the Corporation. Assess the performance of the Chairperson and members of the Members’ Council, controllers, Director General, Deputy Directors General and chief accountant in the management and execution of the Corporation.

4. The Members’ Council of the Corporation shall:

a/ Decide on production and business strategies and plans and five-year development investment plans of the Corporation after the proposal is approved by competent authorities;

b/ Decide on annual production and business plans and development investment plans of the Corporation, and send the decisions to the Ministry of Finance and the Ministry of Planning and Investment for summarization and monitoring;

c/ Propose competent authorities to appoint, re-appoint, relieve from duty, approve resignation, commend, reward or discipline members of the Members’ Council;

d/ Decide on the appointment, reappointment, relief from duty, resignation, signing or termination of contracts, commendation and reward, or disciplining of Deputy Directors General and chief accountant of the Corporation;

dd/ Propose competent authorities to adjust charter capital; amend and supplement the charter of the Corporation; reorganize, transform ownership, dissolve or claim for bankruptcy of, the Corporation;

e/ Decide on the contribution, holding, increase or decrease of capital of the Corporation in enterprises; for contents specified at Point h, Clause 3 of this Article, the Members; Council shall decide on them after its proposal is approved in principle by the Ministry of Finance;

g/ Appoint representatives of the Corporation’s contributed capital in other enterprises; give written opinions for these representatives to vote on the contents specified in this Decree;

h/ Decide or authorize the Director General to decide on investment projects, borrowing or lending contracts, or purchase or sale of assets within its competence stated in the Corporation’s charter and prescribed by law;

i/ Propose the Ministry of Finance to approve in principle the borrowing of foreign loans;

k/ Decide on the establishment, reorganization or dissolution of branches, representative offices and other dependent cost-accounting units after its proposal is approved by competent authorities;

l/ Issue regulations on internal management of the Corporation. Approve financial statements, profit distribution and setting up and use of various funds after obtaining approval of competent authorities;

m/ Decide on salaries for holders of titles appointed by the Members’ Council;

n/ Decide on solutions for market development, marketing and technology of the Corporation;

o/ Rights and responsibilities of the Members’ Councils of the Corporation toward subsidiary companies with 100% charter capital invested by the Corporation:

- Decide on the establishment, objectives, tasks, business lines, reorganization, ownership transformation, dissolution and bankruptcy claim after obtaining approval of competent authorities;

- Approve, amend and supplement their charters;

- Decide on charter capital upon establishment and adjustment of charter capital in the course of operation of the companies;

- Decide on the appointment, re-appointment, relief from duty, resignation, commendation or disciplining of members of the Members’ Councils or company presidents, directors general (directors) and controllers;

- Approve production and business strategies and plans and five-year development investment plans;

- Approve in principle the borrowing or lending of capital, purchase or sale of assets with a value equal to or more than 50% of charter capital, or a lower percentage stated in the company charter;

- Approve financial statements, distribute profits, and set up and use funds;

p/ Arrange and renew the Corporation after the overall scheme thereon is approved by competent authorities;

q/ Manage and run the Corporation to observe law and comply with decisions of the owner; manage, use, preserve and develop capital effectively; promptly report to the owner on the operation of the enterprise at a loss, its failure to ensure solvency or achieve the objectives or fulfill the tasks assigned by the owner, or other wrongdoings and violations.

Article 38. Relationships between the Corporation and ministries, branches and localities

1. Related ministries and sectors shall perform the state management of the Corporation according to their specialized state management functions in conformity with law.

2. Provincial-level People’s Committees shall perform the state management of the Corporation in its observance of administrative management regulations in their localities in accordance with law.

3. Ministries, sectors and provincial-level People’s Committees shall:

a/ Provide information on the implementation of plans on arrangement and transformation of enterprises subject to transfer to the Corporation;

b/ Direct the arrangement of enterprises under their management; transfer the state owner representative’s rights in enterprises after arrangement to the Corporation;

c/ Coordinate with the Corporation in:

- Resolving problems of transferred enterprises;

- Giving opinions to the Corporation on the sale of state capital in enterprises providing public-utility products or services, which it has received, and enterprises assigned to manage land of agricultural or forest farms;

- Arranging and applying entitlement regimes to representatives they have appointed after the Corporation sells all state capital in enterprises.

d/ Direct related provincial-level departments and sectors to coordinate with the Corporation in selling state capital in enterprises.

4. The Corporation shall:

a/ Take the initiative in coordinating with ministries, sectors and provincial-level People’s Committees in:

- Resolving problems for enterprises it has received;

- Reaching agreement with provincial- level People’s Committees on the sale of state capital in enterprises providing public-utility products or services, which it has received, and enterprises assigned to manage land of agricultural or forest farms;

- Coordinating with ministries, sectors and provincial-level People's Committees in implementing entitlement regimes to capital representatives.

b/ Periodically provide ministries, sectors and provincial-level People’s Committees with information on:

- Production and business activities of enterprises;

- Changes related to state capital representatives being officials of ministries and sectors or provincial-level departments and local sectors currently working on a part-time basis in enterprises;

- Cases of sale of all state capital in enterprises;

- Other relevant information.