Chương III Nghị định 69/2014/NĐ-CP: Quản lý, điều hành trong tập đoàn kinh tế, tổng công ty

Chapter III

MANAGEMENT AND ADMINISTRATION WITHIN ECONOMIC GROUPS AND CORPORATIONS

Section 1. MANAGEMENT AND ADMINISTRATION OF ECONOMIC GROUPS AND CORPORATIONS

Article 13. Principles of management and administration of economic groups and corporations

1. The management and administration of economic groups and corporations shall be performed by one or some of the following methods:

a/ Management and administration via the parent company;

b/ Management and administration through investment and affiliation; agreements and contracts on common use of services within the economic group or corporation; implementation of common regulations, standards and norms within the economic group or corporation in accordance with law; and use of each other’s products and services according to market rules.

2. Other methods in accordance with law and charters of member enterprises.

Article 14. Management and administration of economic groups and corporation via parent companies

1. Parent companies shall represent economic groups or corporations to conduct general activities of the economic groups or corporation in the relations with third parties at home and abroad or in other activities as agreed with member enterprises and prescribed by relevant laws.

2. A parent company may use its rights and obligations as the owner, shareholder or member at member enterprises to coordinate and set orientations for the following activities of the economic group or corporation:

a/ To use its managerial and executive apparatus or establish a separate section to study and work out strategies and propose solutions for coordination and orientation of the activities prescribed in Clause 3 of this Article and submit them to its Members’ Council or Board of Directors of the parent company for approval; to implement coordination and orientation activities prescribed in Clause 3 of this Article through its authorized representatives at subsidiary and affiliate companies;

b/ To coordinate and orientate activities of the economic group or corporation through the performance of economic contracts and affiliation contracts with subsidiary and affiliate companies;

c/ To elaborate uniform regulations applicable in the economic group or corporation.

3. The parent company shall coordinate and orient the following contents:

a/ Formulation and implementation of the general development strategy and business coordination plan of the economic group or corporation; orientations for business strategies of subsidiary companies under the general development strategy and business coordination plan of the economic group or corporation; formulation and implementation of regulations on management and administration and standards and criteria to be uniformly applied within the economic group or corporation;

b/ Classification of member enterprises based on their status and significance in the general development strategy of the economic group or corporation; listing of main business lines and key member enterprises; orientations for member enterprises based on main business lines; management of and orientations for authorized representatives to ensure the controlling rights of the parent company at key member enterprises;

c/ Orientation for medium- and long-term production and business plans of member enterprises;

d/ Orientation for operation and investment objectives and production and business targets; assignment, specialization and cooperation; market access, expansion and sharing, export, use of brands, information services, science and technology research and application, training and other activities of member enterprises under general policies of the economic group or corporation;

dd/ Elaboration and implementation of the regulation on brand management of the economic group or corporation; orientations for common constituents of names of subsidiary and affiliate companies;

e/ Orientation for organization and personnel of subsidiary companies;

g/ Orientation for contents of charters, and control of charter capital structures, of subsidiary companies;

h/ Authorization of its representatives to participate in the management and administration of subsidiary companies. Issuance and implementation of the regulation on designation, replacement, supervision and evaluation of operations of its authorized representatives; definition of matters to be approved by the parent company before its authorized representatives make decision or participate in the decision making at subsidiary companies and affiliate companies;

i/ Acting as the focal point for pooling resources of member enterprises and affiliate enterprises to bid for and implement common projects agreed and implemented by subsidiary companies and affiliate companies;

k/ Implementation and provision of research, technology transfer, marketing and trade promotion services and other services for subsidiary companies and affiliate companies;

l/ Coordination of the formation, management and effective use of common funds; financial supervision and risk control; support for financial activities (capital arrangement and funding support and other forms) for member enterprises in the economic group or corporation when so requested by these enterprises;

m/ Coordination of administrative work and transactions with partners for member enterprises of the economic group or corporation when so requested by these enterprises; performance of public-utility tasks and jobs assigned or ordered by the State to the economic group or corporation;

n/ Establishment and connection of an information network for all subsidiary companies and affiliate companies in the economic group or corporation;

o/ Making of consolidated financial statements of the parent company and subsidiary companies;

p/ Consultation of subsidiary companies and affiliate companies in carrying out general activities;

q/ Supervision of the orientation, harmonization and coordination among sections of the parent company;

r/ Other activities as appropriate with characteristics of each economic group or corporation and in accordance with relevant laws and charters of the parent company, subsidiary companies and affiliate companies in the economic group or corporation.

4. The parent company, subsidiary companies and affiliate companies have the rights and obligations of enterprises as prescribed by law; and shall take responsibility before law for their production and business activities; and be binding in terms of rights and obligations under affiliation contracts or agreements between them.

5. Coordination and orientation in an economic group or a corporation must comply with law; charters of subsidiary and affiliate companies; the owner’s rights at the parent company or agreements between the parent company and subsidiary companies and affiliate companies; and conform with the parent company’s position in each activity of coordination with subsidiary or affiliate companies.

When the parent company takes advantage of its position to make interventions beyond the competence of the owner, member or shareholder, or in contravention of affiliation contracts and agreements among member enterprises of the economic group or corporation, harming the interests of member enterprises and stakeholders, it shall take responsibility in accordance with Clauses 3, 4, 5 and 6, Article 147 of the Enterprise Law and other relevant laws.

Article 15. Responsibilities of parent companies in management and administration of economic groups or corporations

1. To take responsibility before the owner for ensuring objectives of main business lines and other objectives set by the owner. To submit to the owner’s supervision of investment portfolio and investment projects in finance, banking, insurance, securities and real estate (except economic groups and corporations operating in these fields).

2. To manage the investment portfolio at the parent company in order to ensure the investment conditions and business line structure prescribed in Article 17 of this Decree; to monitor and supervise the parent company’s investment portfolio at subsidiary companies; to monitor and supervise business lines of subsidiary companies.

3. To provide information and report on the contents prescribed in Articles 37, 38 and 39 of this Decree.

4. To establish an organization to provide services for member enterprises in the economic group or corporation.

5. To report to and submit to supervision of economic centralization in the economic group or corporation by the competition authority.

6. To perform obligations of enterprises in conformity with its registered form and other obligations as prescribed by law.

7. To develop and apply a performance evaluation system to its authorized representatives at member enterprises in accordance with law.

8. To elaborate and implement managerial personnel policies at the parent company and for authorized representatives at member enterprises. These policies must cover:

a/ Criteria of managerial experience and qualifications;

b/ Methods and processes of recruitment (including examination-based recruitment) and appointment of leading and managerial personnel under the parent company’s competence; selection and nomination for competent authorities to select and appoint leading and managerial personnel of the parent company; selection and nomination of candidates for enterprises with capital of the parent company to elect them to the Board of Directors or the Members’ Council of these enterprises; recruitment (including examination-based recruitment) and appointment of persons to represent capital of the parent company in other enterprises;

c/ Management evaluation system applicable to key leaders and managers of the parent company, subsidiary companies and authorized representatives at member enterprises of the economic group or corporation;

d/ Principles and methods of competitive payment of salaries and bonus;

dd/ Sanctions on violations.

9. To guide subsidiary companies in forming a system for uniform administration and accounting of centralized funds.

Article 16. Management and administration in economic groups and corporations through investment or affiliation

Member enterprises of an economic group or a corporation may apply the following forms to ensure their connection in the management and administration within the economic group or corporation:

1. Investment, purchase and sale of products and services; technology support; and brand development among member enterprises.

2. Agreement on the internal credit mechanism within the economic group or corporation; credit guarantee mechanism; and lawful formation of centralized funds.

3. Organization of consultation conferences or meetings:

a/ Between managers and executives of the parent company and authorized representatives at member enterprises for orientation, harmonization and coordination of the activities prescribed in Clause 3, Article 14 of this Decree and for implementation of important development strategies and orientations of the economic group or corporation;

b/ Between professional sections of the parent company and of member enterprises for implementation of professional matters.

4. Transfer of authorized representatives being leaders among subsidiary companies.

Article 17. Provisions on restriction of investment and on business lines in economic groups and corporations

1. A controlled enterprise may neither contribute capital to nor purchase shares of an enterprise holding the controlling right within an economic group or a corporation. Controlled enterprises within an economic group or a corporation may neither contribute capital to nor purchase shares from one another for cross ownership.

2. Outside capital investment by a parent company operating as a state-owned single-member limited liability company must comply with the Government’s regulations on investment of state capital in enterprises and financial management of enterprises with wholly state-owned charter capital.

3. The parent company and member enterprises of an economic group or a corporation that register main business lines and related business lines in accordance with this Decree and relevant laws shall submit to the owner’s supervision of their investment, investment capital ratios and efficiency of investment in main and related business lines. The parent company and member enterprises of an economic group or a corporation may not conduct unrelated business lines.

Representatives of the state owner shall approve or assign authorized representatives at enterprises to exercise the rights of controlling shareholders or members to:

- Vote for decisions on main business lines;

- Decide on the adjustment or change of main business lines;

- Supervise operations of related business lines.

Section 2. FUNCTIONS, RIGHTS, OBLIGATIONS AND ORGANIZATION OF MANAGEMENT OF PARENT COMPANIES BEING STATE-OWNED SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 18. Functions, organization of management and operations of parent companies

1. The parent company shall directly conduct production and business and make financial investment in other enterprises or only make financial investment in other enterprises.

The organization of management and operations of the parent company in an economic group or a corporation prescribed in Clause 2, Article 7 of Decree No. 99/2012/ND-CP must comply with the charter promulgated by the Government; the regulation on financial management approved by a competent state agency and relevant laws.

2. The organization of management and operations of the parent company in a corporation not prescribed in Clause 2, Article 7 of Decree No. 99/2012/ND-CP must comply with the charter approved by the line ministry or provincial-level People’s Committee; the regulation on financial management approved by a competent state agency and relevant laws.

Article 19. Rights, obligations and organizational and managerial structure of parent companies

1. A parent company shall exercise the rights and perform the obligations prescribed in the Enterprise Law.

2. The organizational and managerial structure of a parent company is composed of the Members’ Council, director general, controllers and assisting apparatus. The tasks, powers and working mechanisms of the Members’ Council, controllers, director general, deputy directors general, chief accountant and assisting apparatus must comply with the Enterprise Law and Articles 20 thru 27 of this Decree.

The Prime Minister shall decide on the organizational and managerial structures of parent companies operating in particular fields.

Remunerations, salaries and other benefits of Members’ Council members, director general and controllers must comply with the laws on labor and salaries.

Article 20. Rights and responsibilities of the Members’ Council

The Members’ Council shall directly represent the owner at the parent company and have the rights and obligations prescribed in Article 14 of Decree No. 99/2012/ND-CP.

Article 21. Members of the Members’ Council

1. Members of the Members’ Council of the parent company include the chairperson and full-time and part-time members. The term of office of members of the Members’ Council must not exceed five (5) years. Members of the Members’ Council may be re-appointed.

2. For parent companies in economic groups or corporations prescribed in Clause 2, Article 7 of Decree No. 99/2012/ND-CP, the number of members of the Members’ Council must not exceed seven (7) with no more than one (1) member participating in administering the parent company. In special cases where more than seven (7) members of the Members’ Council are needed, the line minister shall report such to the Prime Minister for consideration and decision.

3. For parent companies of corporations not prescribed in Clause 2, Article 7 of Decree No. 99/2012/ND-CP, the number of members of the Members’ Council must not exceed five (5) with no more than one (1) member participating in administering the parent company. In special cases where more than five (5) members of the Members’ Council are needed, the line minister or the provincial-level People’s Committee chairperson shall report such to the Prime Minister for consideration and approval.

A member of the Members’ Council of the parent company must satisfy the following basic criteria:

a/ Permanently residing in Vietnam. Being a Vietnamese citizen, for the Members’ Council chairperson;

b/ Being a university graduate and having business and corporate management capabilities. Having at least three (3) years’ experience in management and administration of enterprises operating in the main business lines of the parent company, for the Members’ Council chairperson;

c/ Having good health and moral qualities, being honest, upright and knowledgeable about law, having a sense of law observance;

d/ Being neither a leading official in the state apparatus or a political organization or socio-political organization nor a manager or an executive at a member enterprise;

dd/ Not being prohibited from holding managerial and executive posts at enterprises as prescribed at Points b, c, dd, e and g, Clause 2, Article 13 of the Enterprise Law;

e/ Other criteria prescribed at the charter of the parent company.

4. A member of the Members’ Council shall be relieved from duty and replaced in the following cases:

a/ He/she violates law and is subject to prosecution or falls into the cases subject to relief from duty and replacement under the charter of the parent company. In this case, the Members’ Council and controllers may request the agency representing the owner to add and replace members of the Members’ Council;

b/ He/she is incapable and unqualified to perform the assigned jobs; or loses his/her civil act capacity or has his/her civil act capacity restricted;

c/ He/she voluntarily resigns;

d/ He/she receives a decision on transfer or assignment to another job;

dd/ He/she dishonestly exercises his/her powers or takes advantage of his/her position and powers to earn profits for him/herself or for another person;

e/ The company fails to fulfill its tasks or targets assigned by the owner without any objective reasons approved by the owner;

g/ Other cases under the owner’s decision in accordance with the charter of the parent company.

Article 22. Chairman and assisting apparatus of the Members’ Council

1. The Members’ Council chairman may not concurrently work as the director general of the parent company. The parent company’s charter must prescribe the Members’ Council chairperson or the director general as the at-law representative of the parent company.

2. The Members’ Council chairperson shall exercise the rights and perform the tasks prescribed in Clause 2, Article 49 of the Enterprise Law and other rights and tasks prescribed in the parent company’s charter; and shall explain to and take responsibility before the owner for his/her delay or failure to sign decisions of the Members’ Council.

3. Based on requirements and specific characteristics of the parent company and after obtaining the line ministry’s approval, the Members’ Council of the parent company in an economic group may form a consultancy team or several consultancy boards whose heads are members of the Members’ Council as follows:

a/ The Finance Board, which shall assist the Members’ Council in identifying long- and medium-term financial objectives and targets; working out financial management principles and mechanisms to be applied in the entire economic group; and appraising contracts, investment projects and other financial matters to be decided by the Members’ Council;

b/ The Personnel, Wage and Bonus Board, which shall formulate regulations and criteria for recruitment, employment and management of personnel and labor to be applied in the entire economic group; selection and nomination of high-ranking personnel; salaries, remunerations and bonuses for key personnel in the economic group and other personnel, salary and bonus matters to be decided by the Members’ Council;

c/ The Audit and Supervision Board, which shall examine and supervise activities of mobilizing, using and distributing resources in the economic group; and supervise the implementation of the accounting process and accounting, audit and finance decisions of the Members’ Council;

d/ Some other boards (if any).

Operation funds of the boards prescribed in Clause 3 of this Article shall be taken from enterprises under the Ministry of Finance’s guidance.

Article 23. Controllers

Criteria, working conditions and regime, tasks, powers and obligations of controllers must comply with the Prime Minister’s Regulation on operations of controllers of single-member limited liability companies with wholly state-owned charter capital.

Article 24. Director general

1. The director general is the person who administers the company’s day-to-day operations according to its objectives and plans and resolutions and decisions of the Members’ Council in conformity with the parent company’s charter; and who shall take responsibility before the Members’ Council and law for the exercise of his/her vested powers and performance of his/ her assigned tasks.

2. The director general shall be appointed, re-appointed, dismissed, commended and disciplined, and have his/her contract signed or terminated in accordance with Decree No. 99/2012/ND-CP and relevant laws. The parent company’s charter must specify criteria of and conditions for the director general. The term of office of the director general must not exceed five (5) years.

3. The director general has the tasks and powers prescribed in Article 70 of the Enterprise Law and the following tasks and powers toward member enterprises:

a/ To elaborate plans on business coordination among member enterprises for submission to the Members’ Council; to organize the implementation of plans on joint business and investment of member enterprises;

b/ To inspect member units in observing norms, standards and unit prices issued within the economic group or corporation;

c/ To propose the Members’ Council to designate the parent company’s authorized representatives at other enterprises.

4. The director general shall perform the obligations prescribed in Article 72 of the Enterprise Law and other obligations provided in the parent company’s charter and signed contract.

5. The director general shall be replaced in the following cases:

a/ He/she voluntarily resigns and his/her resignation is approved in writing by a competent authority in accordance with law;

b/ There is a decision on his/her transfer, retirement or assignment to another job;

c/ Other cases prescribed in Clause 6 of this Article.

6. The director general shall be dismissed or have his/her contract terminated ahead of schedule in the following cases:

a/ The parent company fails to achieve the assigned return-on-equity ratio for two (2) consecutive years or falls into an intermingled loss and profit-making state without remedy, except for cases of a loss or lower return-on-equity ratio approved by a competent authority; a loss planned due to production and business expansion or technology renewal investment under a resolution or decision of the Members’ Council; a loss or lower return-on-equity ratio for an objective reason which has been explained to and approved by a competent authority;

b/ The parent company operates at a loss to the limit set by the parent company’s charter;

c/ The parent company falls into bankruptcy but fails to file a petition for bankruptcy under the law on bankruptcy;

d/ He/she fails to fulfill the tasks or targets assigned by the Members’ Council; repeatedly and systematically violates resolutions and decisions of the Members’ Council and the operation regulation of the parent company;

dd/ He/she dishonestly exercises his/her powers or takes advantage of his/her position and powers to earn profits for him/herself or for another person; or makes untruthful reports on the parent company’s financial status;

e/ He/she loses his/her civil act capacity or has his/her civil act capacity restricted;

g/ He/she has been convicted under a legally effective court judgment or decision.

Article 25. Deputy directors general, chief accountant and assisting apparatus

1. Deputy directors general shall assist the director general in administering the company as assigned and authorized by the latter; and take responsibility before the director general and law for their assigned or authorized tasks.

2. Deputy directors general and the chief accountant shall be appointed, relieved from duty and dismissed, have their contracts signed and terminated by the Members’ Council and enjoy salary levels and other benefits at the proposal of the director general. The term of office of deputy directors general and the chief accountant must not exceed five (5) years and they may be re-appointed or have their contracts renewed.

The number of deputy directors general must not exceed five (5). The Members’ Council shall decide on the structure and number of deputy directors general suitable to the size and production and business characteristics of the parent company in the course of operation. In case more than five (5) deputy directors general are needed, the Members’ Council shall propose the line ministry (for parent companies in economic groups or corporations prescribed in Clause 2, Article 7 of Decree No. 99/2012/ND-CP and corporations under ministries) or the provincial-level People’s Committee (for parent companies in corporations under provincial-level People’s Committees) to report such to the Prime Minister for consideration and approval.

3. The chief accountant shall organize accounting work of the company; and assist the director general in supervising finance and utilizing financial resources at the company in accordance with the law on finance and accounting; have the powers and obligations as prescribed by the law on finance and accounting; and take responsibility before the director general and law for his/her assigned or authorized tasks. The criteria of chief accountant must comply with the Accounting Law and relevant laws.

4. The assisting apparatus consists of the office and professional sections which function to advise and assist the Members’ Council and the director general in management and administration work.

Article 26. Relationship between the Members’ Council and the director general in management and administration

1. When organizing the implementation of a resolution or decision of the Members’ Council, if detecting a matter unfavorable to the parent company and the entire economic group, the director general shall report it to the Members’ Council for consideration and modification of that resolution or decision. The Members’ Council shall consider the director general’s proposal. In case the Members’ Council does not modify the resolution or decision, the director general shall still implement it but may make a proposal to the owner.

2. Within fifteen (15) days after the end of a month, quarter or year, the director general shall send to the Members’ Council a report on the parent company’s operations and orientations in the next period.

3. The Members’ Council chairperson may attend or send a representative of the Members’ Council to attend briefing meetings and meetings to prepare plans for submission to the Members’ Council, which are chaired by the director general. The Members’ Council chairperson or the Members’ Council representative may give his/her opinions but may not make meeting conclusions.

4. The director general shall be invited to meetings of the Members’ Council and may give his/her opinions but may not vote unless he/she is a member of the Members’ Council.

Article 27. Relationship between controllers and the Members’ Council and director general

The relationship between controllers and the Members’ Council and director general must comply with the Prime Minister’s Regulation on operations of controllers of single-member limited liability companies with wholly state-owned charter capital.

Section 3. RELATIONSHIP BETWEEN PARENT COMPANIES AND ENTERPRISES JOINING ECONOMIC GROUPS OR CORPORATIONS

Article 28. Relationship of general coordination within economic groups or corporations

The parent company, subsidiary companies and affiliate companies joining an economic group or a corporation have the relationship of general coordination established by the following modes:

1. Elaborating a common operation regulation on the basis of agreement between the parent company and enterprises joining the economic group or corporation.

2. Based on its powers and responsibilities prescribed by law, the parent company shall act as the focal point for performing some or all of the following jobs to coordinate general operation among enterprises in the economic group or corporation:

a/ Coordinating planning work and administering business coordination plans;

b/ Directing the assignment of operational areas and production and business lines of member enterprises of the economic group or corporation;

c/ Organizing financial, accounting and statistical operations;

d/ Setting up, managing and using centralized funds of the economic group or corporation;

dd/ Managing and using land and mineral resources;

e/ Labor, salaries, health care, training and human resource development;

g/ Labor safety, natural disaster prevention and control and environmental protection;

h/ Science and technology application;

i/ Naming units of the economic group or corporation; using the name and brand of the economic group or corporation;

k/ Performing administrative and external relation work of the economic group or corporation;

l/ Managing emulation, commendation, cultural, sports and social affairs;

m/ Other jobs as agreed upon by member enterprises of the economic group or corporation.

Article 29. Relationship between the parent company and level-II enterprises with charter capital wholly owned by the parent company

1. The Members’ Council or the Board of Directors of the parent company shall perform the parent company’s rights and obligations of the owner toward level-II enterprises with charter capital wholly owned by the parent company in accordance with relevant laws and charters of those enterprises.

2. In the relationship with level-II enterprises with charter capital wholly owned by the parent company, the director general of the parent company shall:

a/ Receive, examine and appraise dossiers submitted by the Members’ Council chairpersons or presidents of level-II enterprises to the parent company for subsequent submission to the Members’ Council or the Board of Directors for consideration and approval or decision;

b/ Organize the monitoring, examination, urging and supervision of the Members’ Councils or presidents of level-II enterprises in implementing resolutions and decisions of the Members’ Council or the Board of Directors of the parent company toward level-II enterprises, including also the implementation of production and business coordination plans.

3. Level-II enterprises with charter capital wholly owned by the parent company shall: a/ Be assigned by the parent company to perform production and business contracts on

the basis of economic contracts; be provided with information and enjoy services and benefits from general operations of the economic group or corporation in accordance with this Decree, the agreements between them and member enterprises of the economic group or corporation and relevant laws;

b/ Implement the general agreements of the economic group or corporation and commitments under economic contracts with the parent company and member enterprises of the economic group or corporation; implement lawful decisions falling under the owner’s competence of the parent company over the enterprises; and participate in the implementation of the plan on business coordination with the parent company and member enterprises of the economic group or corporation.

Article 30. Relationship between the parent company and level-II enterprises with controlling shareholdings or capital contributions of the parent company

1. The parent company has the rights and obligations of a shareholder, capital contributor or joint-venture party of level-II enterprises in accordance with law and charters of those enterprises. The Members’ Council or the Board of Directors of the parent company shall directly exercise the following rights and perform the following obligations:

a/ The rights and obligations of a shareholder, capital contributor or joint-venture party through authorized representatives at the enterprises as prescribed by law and charters of these enterprises;

b/ To appoint, replace, dismiss, commend and discipline, and decide on allowances and benefits of, authorized representatives at the enterprises;

c/ To request authorized representatives to make periodical or extraordinary reports on the financial status, business results and other issues of the enterprises;

d/ To assign tasks and request authorized representatives to consult on important issues before voting at the enterprises; to report on the exercise of the rights of a controlling shareholder or capital contributor for orientating development and objectives of the parent company and the entire economic group or corporation;

dd/ To earn profits and bear risks from the parent company’s capital amounts contributed to the enterprises;

e/ To supervise and inspect the use of capital amounts contributed to the enterprises;

g/ To take responsibility for the efficiency of the use, preservation and development of capital amounts contributed to the enterprises.

2. In the relationship with level-II enterprises with controlling shares or capital contributions of the parent company, the director general of the parent company has the following responsibilities:

a/ To receive, examine and appraise dossiers submitted by authorized representatives to the Members’ Council or the Board of Directors for consideration and approval or decision;

b/ To monitor, examine, urge and supervise authorized representatives in implementing decisions of the Members’ Council or the Board of Directors of the parent company toward level-II enterprises;

c/ To examine, urge and supervise the enterprises in implementing production and business coordination plans.

3. Level-II enterprises with controlling shares or capital contributions of the parent company have the rights and obligations in accordance with law and also the following:

a/ To participate in business coordination plans on the basis of economic contracts with the parent company and member enterprises; to be assigned by the parent company to perform production and business contracts on the basis of economic contracts with the parent company; to be provided with information by the parent company and enjoy services and benefits from general operations of the economic group or corporation in accordance with this Decree, the agreements between them and member enterprises and relevant laws;

b/ To implement the general agreements of the economic group or corporation and commitments under economic contracts with the parent company and member enterprises; to implement lawful decisions of the parent company with the controlling right toward the enterprises.

Article 31. Relationship between the parent company and affiliate companies

1. The parent company shall exercise its rights and perform its obligations toward affiliate companies in accordance with law, the latter’s charters and affiliation agreements.

2. The parent company shall be related to affiliate companies under contractual agreements on brands, markets, technologies, research, human resource training and development and other agreements.

Article 32. Attached units of parent companies

The attached units of a parent company (comprising dependent cost-accounting units and non-business units) shall implement the parent company’s regime on decentralization of business operations, cost accounting, organization and personnel provided in the Regulation on organization and operation of attached units elaborated by the director general of the parent company and approved by the Members’ Council or the Board of Directors. The parent company shall take responsibility for financial obligations arising from commitments of its attached units.

Section 4. FUNCTIONS, RIGHTS, OBLIGATIONS AND ORGANIZATION OF MANAGEMENT OF PARENT COMPANIES BEING ENTERPRISES WITH CONTROLLING SHARES OR CAPITAL CONTRIBUTIONS OF THE STATE

Article 33. Functions and organization of management and operations of the parent company

1. The parent company has the function of directly conducting production and business and making financial investment in other enterprises or only making financial investment in other enterprises.

2. The organization of management and operation of the parent company must comply with its charter approved by the General Meeting of Shareholders (for parent companies being joint stock companies with controlling shares of the State) or by the Members’ Council (for parent companies being limited liability companies with two or more members with controlling capital contributions of the State).

Article 34. Rights, obligations and organizational and managerial structure of parent companies, management, administration and relations in economic groups and corporations

1. The parent company has the rights and obligations prescribed by the Enterprise Law and relevant laws.

2. The organizational and managerial structure of the parent company must comply with the Enterprise Law and relevant laws corresponding to its form of joint stock company or limited liability company with two or more members.

3. The management and administration of an economic group or a corporation must comply with Section 1, Chapter III of this Decree. The relationship between the parent company and enterprises joining an economic group or a corporation must comply with Section 3, Chapter III of this Decree.