Chương III Nghị định 47/2021/NĐ-CP: Doanh nghiệp nhà nước và nhóm công ty

Chapter III

STATE-OWNED ENTERPRISES AND GROUPS OF COMPANIES

Article 7. State-owned enterprises and determination of ratio of charter capital or total voting shares held by the State in enterprises

1. The parent company prescribed in Point a Clause 2 and Point a Clause 3 Article 88 of the Law on Enterprises must not be a subsidiary company in a another business group, corporation or group of parent company - subsidiary companies.

2. The ratio of charter capital or total voting shares held by the State in an enterprise means the total ratio of charter capital or voting shares held by the state ownership representative bodies in that enterprise.

3. An independent company mentioned in Article 88 of the Law on Enterprises is a joint stock company or limited liability company whose charter capital or total voting shares are held by the State and does not belong to any group of parent company - subsidiary companies

Article 8. Board of Controllers, Controllers at wholly state-owned enterprises

1. The state ownership representative body shall establish a dedicated unit or assign a unit or individual in the state ownership representative body to monitor, assess, perform the tasks relevant to the operation, management, benefits of the Board of Controllers and Controllers.

2. Salaries, remunerations, bonuses, working conditions, costs of business trip and other operating costs of the Board of Controllers and Controllers shall be decided by the state ownership representative body, at least equal to those of the Board of Members or Deputy General Director/Deputy Director of the enterprise; will be included in the enterprise’s business costs and presented in a separate section in the enterprise’s annual financial statement.

3. Controllers shall have the same benefits and incentives when participating in social and collective activities of the enterprises as those enjoyed by the enterprises’ employees.

Article 9. Duties of the Board of Controllers, Controllers at a wholly state-owned enterprise

The Board of Controllers and Controllers at an enterprise 100% charter capital of which is held by the State (hereinafter referred to as “wholly state-owned enterprise”) shall fulfill the obligations in Article 104 and the following regulations:

1. Prepare the annual work plan and submit it to the state ownership representative body for approval and promulgation within the first quarter; implement the approved work plan.

In the cases where unscheduled inspects are necessary for early detection of errors of the enterprise, the Board of Controllers and the Controllers shall proactively take actions and report to the state ownership representative body.

2. Supervise the execution of major investment projects whose value exceeds 30% of equity or capital of Group B projects according to the Law on Public Investment, contracts, sales, purchases, business transactions whose value exceeds 10% of equity or at the request of the state ownership representative body; unusual business transactions of the company.

Article 10. Operating regulations of the Board of Controllers and Controllers

1. The state ownership representative bodies of wholly state-owned enterprises prescribed in Point a Clause 1 Article 88 of the Law on Enterprises shall promulgate operating regulations of the Board of Controllers and Controllers.

2. The Board of Members of multiple-member limited liability companies that are state-owned enterprises and subsidiary companies of state-owned enterprises prescribed in Clause 1 Article 88 of the Law on Enterprises shall promulgate operating regulations of the Board of Controllers and Controllers at the enterprises.

3. The Board of Members, Presidents of parent companies that are state-owned enterprises shall promulgate operating regulations of the Board of Controllers and Controllers of the single-member limited liability companies that are wholly owned by the parent companies.

4. Operating regulations of the Board of Controllers and Controllers shall include:

a) The scope, contents of rights, obligations and duties of the Board of Controllers and the Controllers;

b) The mechanism form cooperation; rights, obligations and responsibilities of the enterprise and its executives to operation of the Board of Controllers and the Controllers;

c) The mechanism for cooperation, reporting, seeking opinions between the state ownership representative body, the Board of Controllers and the Controllers regarding their rights and duties;

d) The mechanism for cooperation between the Board of Controllers, the Controllers, the enterprise’s executives, the representative of the direct owner, the representative of state capital in the enterprise, the representative of the enterprise’s capital in other enterprises in performance of rights and obligations of the Board of Controllers and the Controllers to the enterprise, the subsidiary companies, the subsidiary companies with stakes or associate companies of the enterprise.

dd) Scope, contents of rights, obligations and duties of the Board of Controllers and the Controllers;

e) Salaries, remunerations, bonuses, working conditions, costs of business trip and other operating costs of the Board of Controllers and the Controllers;

g) Other contents decided by the state ownership representative body.

Article 11. Super-voting shares

1. The charter of the joint stock company shall specify the time and total number of votes or the number of votes of each super-voting share.

2. The organizations authorized by the Government as prescribed in Clause 1 Article 116 of the Law on Enterprises are the state ownership representative bodies and shall perform the state’s rights and obligations to the super-voting shares.

3. The period of voting preference of the super-voting shares being held by founding shareholders is 03 years from the issuance date of the Certificate of Enterprise Registration, except super-voting shares held by the organizations authorized by the Government.

Article 12. Cross ownership between companies in a group of companies

1. Contribution of capital, purchase of shares of other enterprises or for establishment of a new enterprise as prescribed in Clause 3 Article 195 of the Law on Enterprises include:

a) Joint contribution of capital to establish a new enterprise.

b) Joint purchase of stakes/shares of existing enterprises.

c) Joint acquisition of stakes/shares from members, shareholders of existing enterprises.

2. An enterprise within at least 65% state capital mentioned in Clause 3 Article 195 of the Law on Enterprises is a state-owned enterprise at least 65% of charter capital or voting shares of which are held by the State.

3. The president of the company, the Board of Members, the Board of Directors shall be responsible for ensuring conformity with Article 195 of the Law on Enterprises when proposing, deciding capital contribution, purchase of shares/stakes of other companies, and jointly responsible for paying compensation for the damage incurred by the company due to the violations against this Clause.

4. The business registration authority shall reject registration of change of the company’s members/shareholders if violations against Clause 2 and Clause 3 Article 195 of the Law on Enterprises are found while processing the application.