Chương 4 Nghị định 99/2012/NĐ-CP: Phân công, phân cấp thực hiện các quyền, trách nhiệm của chủ sở hữu nhà nước đối với doanh nghiệp mà nhà nước nắm giữ không quá 50% vốn điều lệ

Chapter IV

ASSIGNMENT AND DECENTRALIZATION OF THE EXERCISE OF THE RIGHTS AND PERFORMANCE OF THE RESPONSIBILITIES OF THE STATE OWNER TOWARD ENTERPRISES IN WHICH THE STATE HOLDS NOT MORE THAN 50% OF CHARTER CAPITAL

Article 29. Rights and responsibilities of the state owner

1. To decide on the contribution of 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 at enterprises; 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 tasks to 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; the redemption of over 10% of the total number of sold shares of each type;

d/ Nomination for election, relief from office, dismissal, commendation and handling of violations of members and chairpersons of Boards of Directors, chairpersons of Members’ Councils and members of Control Boards; nomination for election or 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 planes and 5-year development investment plans of enterprises;

f/ Policies to establish affiliated companies or to establish, reorganize or dissolve branches and representative offices;

g/ Policies to invest, purchase and sell assets, and borrowing and lending contracts valued at 50% or more of the total asset value stated in latest financial statements of enterprises or at a lower rate as stated in their charters;

h/ Annual financial statements, distribution of profits and setting up and use of funds and annual dividends of enterprises;

5. To request representatives to make reports for regular supervision and examination and assessment of use efficiency of state capital in enterprises.

Article 30. Rights and responsibilities of the Government and the Prime Minister

1. The Government shall prescribe the regime of management and use of state capital in enterprises to serve as a basis for guiding the state capital owner and representatives in exercising the rights and performing the obligations of shareholders and capital contributors of enterprises.

2. The Prime Minister shall approve overall schemes on holding, increase and reduction of state capital invested in enterprises at the proposal of line ministries and provincial-level People’s Committees and on the basis of opinions of the Ministry of Finance and the Ministry of Planning and Investment.

Article 31. Rights and responsibilities of line ministries and provincial- level People’s Committees

1. To designate, relieve from office, commend and discipline representatives; to decide on salaries, bonuses, allowances and other benefits of representatives; to evaluate representatives.

2. To assign representatives to decide on the matters specified in Clause 4, Article 29 of this Decree.

3. To request representatives to make reports for regular supervision and examination and assessment of use efficiency of state capital in enterprises.

4. To propose the Prime Minister to approve overall schemes on holding, increase and reduction of state capital invested in enterprises.

Article 32. Rights and responsibilities of the Ministry of Finance

1. To submit to the Government regulations on the regime of management and use of state capital in enterprises.

2. To coordinate with line ministries and provincial-level People’s Committees in requesting representatives to make reports for regular supervision and examination. To annually review and report to the Government on use efficiency of state capital in enterprises nationwide.

3. To give opinions on the matters specified in Clause 2, Article 30 of this Decree.

Article 33. 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 29 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.

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