Chapter III
ASSIGNMENT AND DECENTRALIZATION OF THE EXERCISE OF THE RIGHTS AND THE PERFORMANCE OF THE RESPONSIBILITIES OF THE STATE OWNER TOWARD ENTERPRISES IN WHICH THE STATE HOLDS OVER 50% OF CHARTER CAPITAL
Article 20. Rights and responsibilities of the state owner
1. To decide on the contribution of capital and transfer of state capital invested in enterprises; to exercise the rights of shareholders and capital contributors in accordance with law and the charters of enterprises; to take responsibility for debts and other asset liabilities of enterprises within the limit of capital amounts contributed by the State to enterprises.
2. To designate representatives to exercise the rights of shareholders and capital contributors; to relieve from office, commend and discipline representatives; to decide on salaries, bonuses, allowances and other benefits of representatives; to evaluate representatives.
3. To request representatives to perform the tasks assigned to them in Clause 4 of this Article, unless otherwise provided in the charters of enterprises; to periodically or extraordinarily report on investment, financial status, efficiency of use of state capital and business results of enterprises.
4. To assign representatives to decide on the following matters of enterprises:
a/ Objectives, tasks, business lines, reorganization, dissolution and bankruptcy of enterprises;
b/ Charters of enterprises and amendments and supplementations thereto;
c/ Increase or reduction of charter capital; time and method of capital raising; types of share and total number of shares of each type permitted to be offered; redemption of over 10% of the total number of sold shares of each type;
d/ Nomination for election, proposed relief from office, dismissal, commendation and handling of violations of members and chairpersons of Boards of Directors, chair-persons of Members’ Councils and members of Control Boards; nomination for election or proposed relief from office of, and signing and termination of contracts with, General Directors (Directors) of enterprises; remunerations, salaries, bonuses and other benefits of members of Boards of Directors, Members’ Councils and Control Boards, and General Directors (Directors) of enterprises; numbers of members of Boards of Directors, members of Control Boards and Deputy General Directors (Deputy Directors) of enterprises.
e/ Production and business strategies and plans and 5-year development investment plans of enterprises; annual lists of investment projects of groups A and B;
f/ Policies to contribute, hold, increase or reduce state capital invested in other enterprises; the establishment, reorganization or dissolution of branches, representative offices and other dependent accounting units; the admission of enterprises which voluntarily join enterprises as their affiliated or associated companies;
g/ Policies to purchase and sell assets and borrowing and lending contracts valued at 50% or more of charter capital of enterprises or at a lower rate as stated in the charters of enterprises; and policies to borrow foreign loans for enterprises;
h/ Financial statements, distribution of profits and setting up and use of funds and annual dividends;
i/ Regimes of recruitment, remunerations, salaries and bonuses of enterprises.
5. To request representatives to make reports for regular supervision and examination and inspection in accordance with regulations of the observance of law; the management, use, preservation and development of state capital in enterprises; the implementation of strategies and plans; and assessment of the achievement of objectives and performance of assigned tasks, operation results, and production and business efficiency.
Article 21. Rights and responsibilities of the Government
To regulate the following issues as grounds for guiding the state capital owner and representatives in exercising the rights and performing the obligations of shareholders and capital contributors of enterprises:
1. Designation, relief from office, commendation and disciplining of representatives; criteria for evaluation of representatives; nomination for election, relief from office, dismissal, commendation and handling of violations of members and chairpersons of Boards of Directors, chairpersons of Members’ Councils, members of Control Boards; appointment and relief from office of, signing and termination of contracts with, General Directors (Directors) of enterprises; numbers of members of Boards of Directors, members of Control Boards and Deputy General Directors (Deputy Directors) of enterprises.
2. Regimes of financial management, distribution of profits and setting up and use of funds; regime of financial statement and publicity of enterprises; mechanism for implementation supervision and examination.
3. Regimes of recruitment, remunerations, salaries and bonuses of enterprises and representatives of state capital in enterprises.
4. Mechanism of task assignment and participation in the provision and assurance of products and public-utility services essential for the economy.
5. Regimes of supervision, examination and inspection of the observance of law; assessment of the implementation of strategies, plans, objectives and assigned tasks, operation results and production and business efficiency; management, use, preservation and development of capital of enterprises.
6. Criteria for evaluation of operation results and production and business efficiency of enterprises.
Article 22. Rights and responsibilities of the Prime Minister
1. To decide on the holding, increase or reduction of state capital invested in equitized economic groups.
2. To permit line ministries to assign representatives to decide on the following matters of equitized economic groups:
a/ Charters and amendments and supplementations thereto;
b/ Objectives, tasks, business lines, reorganization, dissolution and bankruptcy;
c/ Increase or reduction of charter capital; time and method of capital raising; types of share and total number of shares of each type permitted to be offered, and redemption of over 10% of the total number of sold shares of each type;
d/ Production and business strategies and plans and 5-year development investment plans.
3. To approve overall schemes on holding, increase and reduction of state capital invested in transformed or equitized enterprises under ministries or provincial-level People’s Committees.
Article 23. Rights and responsibilities of line ministries and provincial-level People’s Committees
1. Line ministries exercise the following rights and perform the following responsibilities toward equitized economic groups:
a/ To designate, relieve from office, commend and discipline representatives; to decide on salaries, bonuses, allowances and other benefits of representatives; to evaluate representatives;
b/ To propose the Prime Minister to decide on the holding, increase or reduction of state capital invested in equitized economic groups;
c/ To propose the Prime Minister to permit the assignment of representatives to decide on the following matters: Charters and amendments and supplementations thereto; objectives, tasks, business lines, reorganization, dissolution and bankruptcy; increase or reduction of charter capital, time and method of capital raising, types of share and total number of shares of each type permitted to be offered, redemption of over 10% of total number of sold shares of each type; production and business strategies and plans and 5-year development investment plans;
d/ To permit representatives to decide on the matters specified at Points d, f, and h, Clause 4, Article 20 of this Decree, and approve annual lists of investment projects of groups A and B, and report them to the Ministry of Planning and Investment and the Ministry of Finance for summarization and oversight; to approve polices to purchase and sell assets, borrowing and lending contracts valued at 50% or more of charter capital or at a lower rate as stated in the charters of groups; and policies to borrow foreign loans for groups, and propose them to the Ministry of Finance for evaluation and approval;
e/ To request representatives to make reports for regular supervision and examination and inspection in accordance with regulations of the observance of law; the management, use, preservation and development of state capital in enterprises; the implementation of strategies and plans; and assessment of the achievement of objectives and performance of assigned tasks, operation results and production and business efficiency of equitized economic groups.
2. Rights and responsibilities of line ministries and provincial-level People’s Committees toward their transformed or equitized enterprises:
a/ To decide on the holding, increase or reduction of state capital invested in enterprises; to designate, relieve from office, commend and discipline representatives; to decide on salaries, bonuses, allowances and other benefits of representatives; to evaluate representatives;
b/ To permit representatives to decide on the matters specified in Clause 4, Article 20 of this Decree. To notify annual lists of projects of groups A and B for the Ministry of Planning and Investment and the Ministry of Finance for summarization and oversight. To approve policies on foreign loans of enterprises and propose them to the Ministry of Finance for evaluation and approval.
c/ To request representatives to make reports for regular supervision and examination and inspection in accordance with regulations of the observance of law; the management, use, preservation and development of state capital in enterprises; the implementation of strategies and plans; and assessment of the achievement of objectives and performance of assigned tasks, operation results and production and business efficiency of enterprises;
d/ To propose the Prime Minister to approve overall schemes on holding, increase and reduction of state capital invested in enterprises.
Article 24. Rights and responsibilities of the Ministry of Finance
1. To submit to the Government regulations on the regime of financial management, distribution of profits, setting up and use of funds; the regime of capital management, use, preservation and development; the regime of financial statement and publicity; and the mechanism of implementation supervision and inspection.
2. To submit to the Government regulations on criteria for evaluation of operation results and production and business efficiency of enterprises; mechanisms of task assignment and participation in the provision and assurance of products and public-utility services essential for the economy.
3. To annually review and report to the Government on production and business efficiency and performance of assigned public-utility tasks of enterprises in which the State holds over 50% of charter capital nationwide. To coordinate with line ministries and provincial-level People’s Committees in requesting representatives to make reports for regular supervision and examination and inspection in accordance with regulations of the management, use, preservation and development of state capital invested in enterprises nationwide.
4. To evaluate and submit to the Prime Minister for decision the holding, increase and reduction of state capital invested in equitized economic groups.
5. To evaluate and submit to the Prime Minister for approval the increase or reduction of charter capital; time and method of capital raising; types of share and total number of shares of each type permitted to be offered; the redemption of over 10% of total number of sold shares of each type of equitized economic groups.
6. To nominate persons to join Control Boards of equitized economic groups.
7. To evaluate and approve foreign loans of enterprises based on regulations and approved plans on the borrowing of foreign loans at the request of line ministries and provincial-level People’s Committees.
8. To give opinions on the matters specified at Points a, b and d, Clause 2, and Clause 3, Article 22 of this Decree.
9. To advise line ministries and provincial-level People’s Committees on the contribution, holding, increase or reduction of capital invested in other enterprises, and the admission of enterprises which voluntarily join equitized state economic groups or corporations as their affiliated or associated companies.
Article 25. Rights and responsibilities of the Ministry of Planning and Investment
1. To submit to the Government regulations on the regime of supervision and examination of the implementation of strategies, plans, objectives and assigned tasks of enterprises.
2. To appraise and submit to the Prime Minister for approval objectives, tasks, business lines, reorganization, dissolution and bankruptcy, production and business strategies and plans and 5-year development investment plans of equitized state economic groups.
3. To annually review and report to the Government on the achievement of objectives and performance of tasks and business lines of equitized economic groups and corporations under line ministries. To coordinate with line ministries and provincial-level People’s Committees in requesting representatives to make reports for annual supervision and examination and inspection in accordance with regulations of the implementation of production and business strategies and plans and 5-year development investment plans.
4. To give opinions on the matters specified in Clause 1, Points a and c, Clause 2, and Clause 3, Article 22 of this Decree.
5. To advise line ministries and provincial-level People’s Committees on the contribution, holding, increase or reduction of capital invested in other enterprises, and the admission of enterprises which voluntarily join equitized state economic groups or corporations as their affiliated or associated companies.
Article 26. Rights and responsibilities of the Ministry of Home Affairs
1. To submit to the Government regulations on the designation, relief from office, commendation and disciplining of representatives; criteria for evaluation of representatives; nomination for election, relief from office, dismissal, commendation and handling of violations of members and chairpersons of Boards of Directors, chairpersons of Members’ Councils, members of Control Boards; appointment, relief from office of, signing and termination of contracts with, General Directors (Directors) of enterprises; numbers of members of Boards of Directors, members of Control Boards, Deputy General Directors (Deputy Directors) of enterprises.
2. To coordinate with line ministries and provincial-level People’s Committees in requesting representatives to make reports for supervision and examination of the observance of the Party’s and the State’s regulations on personnel work applicable to equitized economic groups and corporations.
3. To give opinions on the matters specified at Points a and b, Clause 2, Article 22 of this Decree.
Article 27. Rights and responsibilities of the Ministry of Labor, War Invalids and Social Affairs
1. To submit to the Government regulations on the regime of recruitment, remunerations, salaries and bonuses of enterprises and representatives of state capital in enterprises.
2. To coordinate with line ministries and provincial-level People’s Committees in conducting annual supervision and examination and inspection in accordance with regulations of the implementation of the regime of recruitment, remunerations, salaries and bonuses of enterprises.
3. To give opinions on the matters specified at Points and b, Clause 2, Article 22 of this Decree.
Article 28. Rights and responsibilities of representatives
Representatives authorized to exercise the rights and perform the responsibilities of the state owner shall abide by law; properly perform tasks assigned by the state owner when deciding on the matters specified in Clause 4, Article 20 of this Decree; and promptly report to the state owner on enterprises’ loss-making operation, insolvency, failure to achieve objectives and perform tasks assigned by the owner, or other wrongdoings and violations.
Tìm kiếm
Nghị định 99/2012/NĐ-CP (Bản Word)
Nghị định 99/2012/NĐ-CP (Bản Pdf)