Quyết định 152/2005/QD-TTg

Decision no. 152/2005/QD-TTg of June 20, 2005 ratifying the organisation and operation charter of the state capital investment corporation

Nội dung toàn văn Decision no. 152/2005/QD-TTg of June 20, 2005 ratifying the organisation and operation charter of the state capital investment corporation


THE PRIME MINISTER OF GOVERNMENT
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No. 152/2005/QD-TTg

Hanoi, June 20, 2005

 

DECISION

RATIFYING THE ORGANISATION AND OPERATION CHARTER OF THE STATE CAPITAL INVESTMENT CORPORATION

THE PRIME MINISTER

Pursuant to the Law on Organisation of the Government of December 25, 2001;
Pursuant to the State Enterprise Law of November 26, 2003;
Pursuant to the Government’s Decree No. 86/2002/ND-CP of November 5, 2002 defining the functions, tasks, powers and organisational structures of the ministries and ministerial- level agencies;
Pursuant to the Government’s Resolution No. 151/2005/QD-TTg of June 20, 2005, on the establishment of the State Capital Investment Corporation;
At the proposal of the Minister of Finance,

DECIDES:

Article 1.- To ratify the organisation and operation Charter of the State Capital Investment

Corporation, issued together with this Decision.

Article 2.- This Decision takes effect 15 days after its publication in “CONG BAO”.

Article 3.- The ministers, the head of the ministerial-level agencies, the heads of the Government- attached agencies, the presidents of the People’s Committees of the provinces and centrally-run cities, the Managing Board and general director of the State Capital Investment Corporation shall have to implement this Decision.

 

 

PRIME MINISTER




Phan Van Khai

 

ORGANISATION AND OPERATION CHARTER

OF THE STATE CAPITAL INVESTMENT CORPORATION
(Issued together with the Prime Minister’s Decision No. 152/2005/QD-TTg of June 20, 2005)

Chapter I

GENERAL PROVISIONS

Article 1.- The state Capital Investment Corporation is a special economic organisation of the State, which was established under the Prime Minister’s Decision No. 151/2005/QD-TTg of June 20, 2005, to manage, invest and deal in the State capital at enterprises and in the domains provided for by law.

The State Capital Investment Corporation operates under the State Enterprise Law, the relevant laws and provisions of this Charter.

Article 2.- Name and head office

1. Name:

Vietnamese name: Tong Cong Ty Dau Tu va Kinh Doanh Von Nha Nuoc International transaction name: State Capital Investment Corporation. Abbreviation: SCIC

2. The State Capital Investment Corporation (hereinafter called the Corporation for short) is headquartered in Hanoi city; has its member companies, branches and representative offices in a number of regions at home and abroad.

3. The Corporation has the legal person status under Vietnamese law, organises concentrated bookkeeping cost-accounting, has its own seal and is entitled to open accounts at the State treasuries, domestic and foreign commercial banks in accordance with the provisions of law.

Article 3.- Charter capital

1. The Corporation is granted initial capital by the State for its establishment and operation. Its charter capital at the time of establishment is VND 5,000 (five thousand) billion and shall be supplemented gradually in the course of its operation.

2. in case of increase or decrease of its charter capital, the Corporation must make corresponding adjustment in its business registration certificate and make announcement in accordance with the provisions of law.

Article 4.- Organisation structure, management and administration apparatus

The organisational structure, management and administration apparatus of the Corporation consist of the Managing Board, the Control Board, the general director, deputy general directors, the chief accountant and functional assisting divisions based at the Corporation, member companies, branches and representative offices at home and abroad.

Article 5.- The Finance Ministry performs the State management of the Corporation’s finance according to its competence; exercises a number of rights and performs a number of obligations of the owner toward the Corporation under the Prime Minister’s decentralization.

The ministries, branches, provinces and centrally-run cities perform the State management of the Corporation according to their functions and competence.

Chapter II

FUNCTIONS, TASKS, POWERS AND OBLIGATIONS OF THE STATE CAPITAL INVESTMENT CORPORATION

Article 6.- Functions and tasks of the Corporation

1. To receive and exercise the rights to represent the owner of the State capital invested in the State-run one-member limited liability companies, limited liability companies of two or more members and joint-stock companies converted from independent State companies or newly set up ones.

2. To invest and deal in the State capital in economic branches and domains at home and abroad in order to achieve the following objectives:

- Preserving and developing the State capital, efficiently using capital sources.

- Creating a driving force for development, raising operational capacity and competitiveness of enterprises invested with the State capital.

3. To invest and manage investment capital of the Corporation in the national economic branches and domains according to the State-assigned tasks.

4. To organise the mobilisation of domestic and foreign capital sources according to the provisions of law on State companies.

5. To provide such financial services as investment consultancy, financial consultancy, equitization consultancy, consultancy on the ownership conversion of enterprises, reception of entrusted investment capital sources from domestic and foreign organisations and individuals.

6. To perform task of international cooperation in the field of capital investment.

7. To provide services of supporting enterprises in accordance with the provisions of law.

Article 7. Rights and obligations of the Corporation

1. To act as the representative of the owner of the State capital at the enterprises invested with capital of the Corporation.

2. To possess and use its capital and assets for investment and obtainment of its legitimate interests.

3. To dispose of its capital and assets. To manage and use its assets assigned by the State or lease them according to the provisions of law and this Charter.

4. To select and decide fields of capital investment on the market principles, ensuring future efficiency and profitability. If unfruitfully performing tasks assigned by the Prime Minister, the Corporation may implement appropriate preferential policies and be financially supported by the State.

5. To join domestic and foreign investors in contributing capital and assets to joint ventures and associations in form of buying out part or whole of other companies, investing in the establishment of new enterprises, signing of business cooperation contracts and other forms as provided for by law.

6. To increase or reduce its capital invested in enterprises or domains according to the provisions of law, charters of enterprises and this Charter.

7. To mobilize capital for business in form of issuing bonds or promissory notes; to borrow capital from credit institutions and other financial institutions under law provisions and take responsibility for the efficient use of the mobilized capital.

8. To receive entrusted investment capital sources from domestic or foreign organizations and individuals, and take responsibility for the management of the use of such capital sources.

9. To preserve and develop the State-assigned capital, to take responsibility for the loss of the State capital under the provisions of law.

10. To ensure publicity and transparency in reporting on its business and financial activities to competent authorities according to regulations.

11. To exercise other rights and perform other obligations according to the provisions of the State Enterprise Law and this Charter.

Article 8. Rights and obligations of the Corporation toward its capital invested in enterprises

1. For one-member limited liability companies:

a. To exercise the right to represent the owner of the State capital and responsible for the debts and other asset-related obligations of the companies within the capital amounts it has invested in such companies;

b. To decide on the contents of, amendments and supplement to, the charter of the companies;

c. To decide on the organizational managerial structure of the companies, appoint , dismiss or demote managerial officials of the companies such as the Managing Board members and directors (general director) of the companies;

d. To decide on investment the adjustment of charter capital of the companies;

e. To supervise, monitor and assess business activities of the companies;

f. To decide on investment projects or sale of assets of a value equal to or larger than 50% of the total asset value recorded in the companies’ accounting books;

g. To decide on the use of after-tax profit;

h. To decide on the re-organization of the companies;

i. To exerciser other rights and performs other obligations according to the provisions of the Enterprise Law and charters of the companies.

2. For joint ventures and limited liability companies of two or more members:

a. To take responsibility for the debts and other asset-related obligations of the companies within its capital amounts already contributed to such companies;

b. To enjoy the divided after-tax profits in the proportion to its capital contributed to the companies;

c. To be entitled to nominate its persons to the Members Councils, join in discussion, making suggestion and voting on issues falling under the competent of the Members Councils;

d. To have a number of votes in proportion to its contributed capital;

e. To examine the member registers, accounting books, annual financial statements and other documents of the companies and receive excerpts or copies of these documents;

f. To enjoy part of the remaining value of assets of the companies, which shall be divided in proportion to its contributed capital upon the dissolution or bankruptcy of such companies;

g. To be given priority to contribute more capital to the companies when such companies increase their charter capital; to be entitled to transfer part or whole of its contributed capital under the provisions of the Enterprise Law;

h. To exercise other rights and perform other obligations for by the Enterprise Law and charters of the companies.

3. For joint-stock companies:

The Corporation shall exercise the rights and perform the obligations of a shareholder in proportion to its capital contributed to the joint-stock companies:

a. To attend and vote on all issues falling under the competence of the shareholders’ congress;

b. To take responsibility for the debts and other asset-related obligations of the companies within its capital amounts already contributed to the companies;

c. To be entitled to transfer its shares under the provisions of the Enterprise Law and charters of the companies;

d. To receive dividends at the levels decided by the shareholders congress;

e. To be given priority to purchase new shares offered for sale corresponding to the proportion of common shares of each shareholder in a company;

f. To nominate its persons to the Managing Boards and Control Boards of the companies according to the provisions of the Enterprise Law and charters of the companies;

g. To receive part of the remaining assets in proportion to the number of shares at the companies upon their dissolution or bankruptcy;

h. To exercise other rights and perform other obligations for in the Enterprise Law and charters of the joint-stock companies.

Chapter III

ORGANISATIONAL STRUCTURE AND MANAGERIAL APPARATUS OF THE STATE CAPITAL INVESTMENT CORPORATION

Section 1. MANAGING BOARD OF THE ORPORATION

Article 9- The managing board

The managing board is a body directly representing the State ownership in the Corporation, decides on all matters related to the determination and realization of its targets, tasks and benefits, except for matters falling under the deciding competence of the Prime Minister and the decentralized management agencies.

The Managing Board shall take responsibility before the Prime Minister and law for all operations and development of the Corporation.

Article 10.- Tasks and powers of the Managing Board

1. To receive, manage and efficiently use capital, land, natural resources and other resources assigned by the State to the Corporation.

2. To submit to the Prime Minister for approval and organize the realization of targets, strategies and development orientations of the Corporation.

3. To decide on the long term and medium term plans of the Corporation after they are commented by the Finance Ministry.

4. To approve annual business investment plans at the proposal of the general director of the Corporation.

5. To decide and decentralize its power to the general director to decide on investment and management of the State capital at enterprises invested with capital of the Corporation; to mobilize capital, invest, liquidate and sale assets of the Corporation

It shall take responsibility for all investment activities of the Corporation and may decentralize its power to the general director to decide on investment on a case-by-case basis.

6. To decide on the schemes on payroll, salary and bonus regime, organizational structure and managerial apparatus of the Corporation, training plan and establishment of member companies, branches and representative offices at home and abroad. To decentralize its power to the general director to perform the above-mentioned tasks.

7. To be entitled to use offices, professional divisions and departments of the Corporation; to set up sections advising and assisting it in performing its tasks. The functions and tasks of these sections shall be decided by the Managing Board. To invite a number of domestic and foreign consultants and advisers.

8. To submit to the Prime Minister for decision the addition, replacement, dismissal, commendation or disciplining of its members.

9. To decide on appointment or signing of contracts with, replacement, dismissal or disciplining of the general director of the Corporation after getting the Prime Ministers consent.

10. To decide on appointment, dismissal, demotion of, and regime of salaries and bonuses for, the deputy general directors and chief accountant at the proposal of the general director.

11. To decentralize its power to the general director to appoint, dismiss or demote, and decide on the regime of salaries and bonuses for, other posts in the Corporation.

12. To approve the annual financial statements of the Corporation; plans on the use of after-tax profits and handling of losses in the course of business at the proposal of the general director; to approve annual and periodical reports on the management and use of the State capital at enterprises invested with capital of the Corporation.

13. To inspect and supervise the Corporation in the performance of its functions and tasks in strict accordance with the provisions of law and this Charter.

14. To submit to the Prime Minister for approval the Charter of the Corporation and amendments thereto.

15. To request the general director to report and take handling measures in case of detecting signs of violating law or this Charter.

16. To elaborate and submit to the Finance Ministry for approval the financial regulation of the Corporation

17. To decide on nomination or replacement of the Corporation’s representatives who are involved in the administration of enterprises invested with capital of the Corporation at the proposal of the general director.

18. To nominate its representatives to attend meetings of the Directorate and meetings of the Corporation when deeming necessary.

19. To exercise other rights and perform other tasks according to the provisions of law and this Charter

Article 11.- Membership, appointment, dismissal and replacement of members of the Managing Board

1. The managing Board consists of a chairman, vice chairman and members. It has full-time and part-time members. The chairman of the Managing Board and the head of Control Board must be full-time members. Other members of the Managing Board may concurrently hold leading positions in the Directorate. The Managing Board consists of 7 members at most. It comprises leaders of the Finance Ministry and a number of ministries and branches who have experience in, and knowledge about, finance, capital investment and enterprise administration.

2. Criteria and conditions for members of the Managing Board shall comply with the provisions of Article 31 of the State Enterprise Law

3. The Prime Minister shall decide on appointment, dismissal or replacement, discipline of the chairman, vice chairman and members of the Managing Board.

4. A term of office of members of the Managing Board shall not exceed 5 years. At the end of their term, members of the Managing Board may be reappointed.

5. Members of the Managing Board shall be dismissed in the following cases:

a. Having been convicted under court’s judgments or decisions which have taken legal effect;

b. Having no capacity and/or qualifications to undertake the assigned tasks, having lost their civil act capacity or having restricted civil act capacity;

c. Being dishonest while performing their duties or exercising their powers or abusing their positions or powers to seek profits for themselves or others; untruthfully reporting on the Corporation’s financial situation;

d. Violating the provisions of law and this Charter.

6. Members of the Managing Board shall be replaced in the following cases:

a. They resign;

b. They are subject to decisions on transfer or arrangement to new posts;

c. Their health fails them in taking up the jobs.

Article 12.- Chairman of the Managing Board

1. The chairman of the Managing Board operates on a full-time basis and shall not concurrently be the general director of the Corporation

2. The chairman of the Managing Board has the following power and tasks:

a. To sign on behalf of the Managing Board for reception of capital, land, natural resources and other resources assigned by the State to the Corporation;

b. To organize the performance of tasks of the Managing Board according to the provisions of Article 10 of this Charter

c. To sign on behalf of the Managing Board documents falling under the competence of the Managing Board;

d. To monitor and supervise the implementation of resolutions and decisions of the Managing Board; to have the right to suspend decisions of the general directors, which are contrary to resolutions and decisions of the Managing Board;

e. In case of necessity, to authorize a vice chairman or a member of the Managing Board to perform a number of tasks falling under his/her competence. The authorized person shall be answerable to the chairman of the Managing Board for the authorized tasks;

f. To have other rights as provided for by law and authorized by the Prime Minister.

Article 13.- Working regime of the Managing Board

1. The Managing Board works collectively and meets at least once a quarter. In case of necessity, it may convene extraordinary meetings at the request of its chairman, the general director or more than 50% of the total number of its members.

2. Meeting of the Managing Board shall be conducted when they are attended by at least twp- thirds of its members directly or via telecommunication system. In cases where a member is absent. He/she may authorize in writing his/her representative to attend a meetings and vote on the authorized issues on his/her behalf. Resolution and decisions of the Managing Board shall be adopted when they are voted for by more than 50% of the total number of the Managing Board members; in cases where the votes for and against are equal, the voting side with the chairman’s opinions shall prevail.

3. Procedures for convening and organizing meetings of the Managing Board shall comply with the provisions of the State Enterprise Law and working regulation of the Managing Board. Resolutions and decisions of the Managing Board shall be binding on the entire Corporation.

4. Members of the Managing Board have the right to request the general director, the chief accountant and/or managerial offices of the Corporation to supply information and documents on financial and operation situation of the Corporation and its dependent units.

5. Expenses for the operation of the Managing Board, the Control Board, experts, advisers and assisting sections of the Managing Board shall be accounted in the Corporation’s management costs. The general director of the Corporation shall ensure necessary conditions and means for operation of the Managing Board and its assisting sections.

Article 14.- Salaries, allowances and bonuses for members of the Managing Board

1. Full-time members of the Managing Board shall enjoy salaries, allowances and bonuses corresponding to the business results and efficiency of the Corporation.

2. Part-time members of the Managing Board shall enjoy allowances and bonuses corresponding to the business results and efficiency of the Corporation

Article 15.- Individuals related directly to members of the Managing Board, including their fathers, mothers, spouses, offsprings and siblings, must not hold the positions of chief accountant and cashier of the Corporation.

Section 2. CONTROL BOARD OF THE CORPORATION

Article 16.- the Control Board

1. The Control Board is set up by the Managing Board to assist the Managing Board in supervising operations of the Corporation.

The Control Board consists of between 3 and 5 members operating on a full-time basis. The head of the Control Board is a member of the Managing Board.

2. A term of office of the Control Board members shall not exceed 5 years. At the end of his/her term, each member may be reappointed.

3. Criteria and conditions for members of the Control Board shall comply with the provisions of Clause 4, Article 37 of the State Enterprise Law.

4. The Control Board operates according the Regulation approved by the Managing Board and has the following responsibilities and powers:

a. To supervise the management and administration of business activities, execution of the Charter of the Corporation as well as resolutions and decisions of the Managing Board;

b. To evaluate periodical and annual financial reports of the Corporation;

c. To perform other tasks at the request of the Managing Board.

5. The expenses for the operation (including salaries and bonuses) of the Control Board are decided by the Managing Board and accounted on the Corporation’s business costs. The general director shall have to create working conditions for the Control Board.

Section 3. GENERAL DIRECTOR, DEPUTY GENERAL DIRECTORS, CHIEF ACCOUNTANT, ASSISTING APPARATUS, MEMBER COMPANIES, BRANCHES AND REPRESENTATIVE OFFICES OF THE CORPORATION.

Article 17.- The general director, deputy general directors, chief accountant and assisting apparatus

1. The general director is the Corporation’s representative at law who administer the Corporation’s activities under its Charter as well as resolutions and decisions of the Managing Board; and take responsibility before law for the exercise of given rights and performance of assigned tasks,

2. The deputy general directors assist the general director in administering the Corporation under the latter’s assignment or authorization; and take responsibility before the general director for the assigned or authorized tasks.

3. The chief accountant has the task of assisting the general director in organizing the financial and accounting work of the Corporation; and takes responsibility before the general director for the assigned or authorized tasks.

4. Professional divisions of the Corporation have the functions of the advising and assisting the Managing Board and the general director in performing tasks of the Corporation.

Article 18.- Selection, appointment, dismissal of, signing and termination of contracts with, the general director, deputy general directors and chief accountant

1. The general director is appointed by, or signs contract with, the Managing Board after being approved by the Prime Minister. The general director may be a member of the Managing Board.

2. The deputy general directors and chief accountant are appointed by, or sign contracts with, the Managing Board, which may also terminate such contracts at the proposal of the general director.

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

a. Having been convicted under a court’s judgment or decisions which has taken legal effect;

b. Being dishonest while performing his/her duties or exercising his/her powers or abusing his/her positions or power to seek profits for him/herself or for others; untruthfully reporting on the financial situation of the Corporation;

c. Failing to fulfill his/her tasks or achieve the targets assigned by his/her appointer or hirer;

d. Having list civil act capacity or restricted civil act capacity;

e. Violating the provisions of law and this Charter.

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

a. He/she resigns;

b. There is a decision on his/her transfer or arrangement to new post;

c. His/her health fails him/her to take up the job.

Article 19.- Tasks and powers of the general director

1. To elaborate strategies, medium-, long-term and annual plans of the Corporation to be reported to the Managing Board; to organize the implementation of such plans after they are approved by competent authorities.

2. To submit to the Managing Board foe promulgating or to promulgate legal documents guiding the assigned tasks according to decentralization.

3. To take responsibility before the Managing Board for the management and efficient use of the Corporations capital, assets and other resources within the ambit of his/her vested powers.

4. To decide on investment projects, assets purchase or sale contracts, borrowing contracts and other economic contracts according to the decentralization and authorization by the Managing Board.

5. To report to the Managing Board regularly or irregularly on the business results of the Corporation; to publicize financial statements according to the provisions of the financial regime and this Charter.

6. To request the Managing Board to appoint, dismiss, demote, sign or terminate contracts with, commend or reward, discipline, or decide on the levels of salary, bonus and allowance of, the deputy general directors and chief accountant of the Corporation, nominate representatives of the Corporation’s capital portion at enterprises.

7. To decide on selection of, signing or termination of contracts with, or appointment, dismissal, commendation or rewarding, disciplining of, as well as salary, bonus and allowance levels for, other positions under the Managing Board’s decentralization.

8. To elaborate the Corporation’s plans on salaries and bonuses and report them to the Managing Board for approval and implementation organization.

9. To exercise the rights and responsibilities related to business, financial and personnel management toward attached units according to the Managing Board’s decentralization, the financial mechanism and provisions of this Charter.

10. To have other rights and tasks provided for by the State Enterprise Law, the Charter of the Corporation and decisions of the Managing Board

Article 20.- Relationship between the Managing Board and the general director in the management and administration of the Corporation

1. Tasks and powers of the Managing Board and the general director shall comply with the provisions of this Charter.

In the course of organizing the implementation of the Managing Board’s resolutions and decisions, if detecting issues unbeneficial to the Corporation, the general director shall report them to the Managing Board for consideration and adjustment thereof. In cases where the Managing Board does not adjusts such resolutions or decisions, the general director shall still have to execute them but have the right to reserve his/her opinions and propose the Finance Minister to consider and decide according to his/her competence.

2. The general director shall have to periodically report to the Managing Board on the business situation of the Corporation. In case of necessity, the chairman of the Managing Board shall request the general director to report directly to the Managing Board or nominate its representatives to attend meetings of the Corporation.

3. The Managing Board shall decentralize its powers to the general director to perform the Corporation’s tasks and take responsibility for such decentralization. The general director shall be answerable to the Managing Board for the decentralized tasks.

4. The chairman of the Managing Board and the general director may apply necessary measures in emergency cases according to the provisions of law, and at the same time, report them immediately to the Managing Board and competent State agencies for settlement.

Article 21.- Assisting apparatus of the Corporation

The Corporation’s assisting apparatus consists of functional and professional divisions, setup by the Managing Board at the proposal of the general director.

The general director shall decide on the appointment and dismissal of leaders of functional and professional divisions under the Managing Boards decentralization, and define the functions and tasks of each division, to be submitted to the Managing Board for approval.

Article 22.- Member companies and branches

Member companies as well as domestic and overseas branches of the Corporation are dependent cost-accounting units, organized by region in suitability with the scope, management demand and operations of the Corporation and set up by the Managing Board at the proposal of the general director. Each member company or branch has a director, deputy directors and professional sections. The general director appoints directors and deputy directors of member companies or branches under the Managing Board’s decentralization.

The regulations on organization and operation of member companies and branches shall be decided by the general director of the Corporation.

Article 23.- Representative offices

Domestic and overseas representative offices of the Corporation are its dependent units, setup by the Managing Board at the proposal of the general director for the performance of a number of tasks assigned by the general director and not directly involved in business activities.

Article 24.- Selection, appointment, dismissal of leading officials of functional and professional divisions, member companies, branches and representative offices of the Corporation.

The selection, appointment and dismissal of leading officials of functional and professional divisions of the Corporation as well as its member companies, branches and representative offices shall comply with the decentralization by the Managing Board and the general director.

Article 25.- Nomination of representatives of the Corporation’s capital portions at enterprises.

The nomination of representatives of the Corporation’s capital portions to join the managing boards or the presidencies of one-member councils or managing boards of tow- or more-member limited liability companies; the managing boards of joint ventures or joint-stock companies with capital contributed by the Corporation shall comply with the provisions of the State Enterprise Law and this Charter.

Chapter IV

CAPITAL, FUNDS AND ASSETS OF THE STATE CAPITAL INVESTMENT CORPORATION

Article 26.- Working capital of the Corporation

1. State-owned capital:

a. Initial State budget allocate;

b. State capital supplemented in the operation process;

c. State capital invested in other enterprises and assigned to the Corporation;

d. Non-refundable aid sources;

e. Capital supplemented from after-tax profits in the business course.

2. Mobilized capital:

a. Bond issuance;

b. Borrowings from credit and financial institutions;

c. Other mobilized capital sources.

3. Capital sources entrusted for investment by domestic and foreign organizations and individuals.

Article 27.- The Managing Board of the Corporation shall take responsibility for management, safe and efficient use of capital sources of the Corporation

The Corporation has the right to change its capital structure and assets in suitability with its capital investment and business demand.

Article 28.- The Corporation shall take measures to preserve the State capital at the Corporation, make deductions for setting up the risk reserves to cover objective losses in the course of investment and business of the Corporation.

The deduction for setting up, management and use of risk reserves shall comply with the provisions of the Government’s Decree No. 199/204/ND-CP of December 3, 2004, issuing the Regulation on financial management of State companies and management of the State Capital invested in other enterprises and the financial regulation of the Corporation.

Article 29.- The management of construction investment, procurement, liquidation, sale of assets and management of cost of the Corporation shall comply with the financial regulation of the Corporation and law provisions foe State corporations.

Chapter V

CAPITAL INVESTMENT

Article 30.- Capital investment principles

The Corporation shall invest and deal in capital on the following principles:

1. To concentrate investment in key and strategic branches and domains, which play the role of a driving force to boost the economic development.

2. To pay attention to investment in fruitful and highly profitable branches and domains.

3. To reduce investment in branches and domains which the State need not to control as well as branches and domains which are capable of attracting resources from other economic sectors.

Article 31.- Forms of investment

1. Investment in projects to setup new enterprises.

2. Investment in making capital contributions to joint ventures, associations or joint-stock companies with other enterprises (including State corporations).

3. Investment in buying part of assets or buying out other enterprises.

4. Investment in securities market by purchasing, selling shares, bonds and other financial instruments.

5. Association with, or entrustment to, financial institutions and investment funds.

Article 32.- Capital investment bases

1. For investment in strategic and key branches and domains, which play the role of a driving force to boost the economic development, the bases are as follows:

a. Strategies and plannings for branch or domain development, decided by competent authorities;

b. Branches and domains where the State needs to invest 100% of capital or hold dominant shares under the Prime Minister’s decision;

c. Investment projects, production and business plans approved by competent authorities.

2. For investment in fruitful and highly profitable branches and domains, the bases are as follow:

a. The efficiency of investment projects;

b. The efficiency of production and business plans;

c. The efficiency of plans on ownership conversion or equitization of enterprises.

3. For the reduction of investment in enterprises, the bases are as follow:

a. Criteria and lists of classified companies where the State holds no dominant shares under the Prime Minister’s Decision;

b. The production and business as well as financial situation of enterprises.

Article 33.- Competence to decide on capital investment

1. The Corporation has the right:

a. To decide on investment projects, investment mode, capital level and investment term for each project and enterprise within the capital amount managed by the Corporation;

b. To decide on reduction of the Corporations capital portion at other enterprises through capital transfer and sale of shares.

2. The Prime Minister shall decide on investment in the following cases:

a. The investment level falls beyond the deciding competence of the Corporation as provided for by law;

b. Investment in risky projects, domains or areas;

c. Investment in projects in unprofitable branches or domains which needs the State preferential policies or financial support.

Article 34.- The investment order, procedures and forms shall comply with the Regulation on capital investment decided by the general director after being approved by the Managing Board.

Chapter VI

OTHER OPERATIONS OF THE STATE CAPITAL INVESTMENT CORPORATION

Article 35.-Financial consultancy

The Corporation may enter into consultancy contracts on the provision of financial services to customers; and enjoy charges as agreed with customers.

Article 36.- Investment entrustment

The Corporation may be entrusted by domestic and foreign organizations or individuals to make investments and enjoy commissions under entrustment contracts.

Article 37.- International cooperation

1. To coordinate with concerned parties in organizing investment cooperation forums to exchange experience in the course of business administration and enterprise management.

2. To conduct negotiation, conclusion and reception of aids and financial assistances from foreign countries and international organizations when authorized under law provisions and efficiently manage the use of capital sources

3. To join in economic forums and international investment forums.

4. Other activities as provided for by law.

Article 38.- Other operations

In its capacity as the representative of the owner of the State capital invested in enterprises, the Corporation may perform the following jobs:

1. Summing up information and aspirations of enterprises so as to report them to the Prime Minister and State agencies for appropriate solutions on control mechanism and policies.

2. Contributing its opinions in the negotiation process, supplying information on the situation and developments of realization of commitments on international economic integration, opportunities and challenges, solutions to competition and overcoming of disadvantages of enterprises.

3. Representing enterprises invested with the State capital to participate in the process of drafting the State mechanisms and policies related to the operations of the enterprises.

4. Organizing programs in support of enterprises such as training courses, workshops, inviting domestic and international consultants to discourse on topics related to enterprise development and investment.

5. Organizing, coordinating the participation in domestic and international forums on the related contents.

Chapter VII

FINANCE OF THE STATE CAPITAL INVESTMENT CORPORATION

Article 39.- The Corporation in an independent economic cost-accounting unit, having financial autonomy and following the concentrated bookkeeping cost-accounting regime. The Corporation’s

accounting, accounting-reporting. Financial reporting and statistical reporting regimes shall comply with its financial regulation to be promulgated by the Minister of Finance.

Article 40.- A fiscal year of the Corporation begin on January 1 (calendar year) and ends at the end of December 31 the same year. The first fiscal year begins on the date of the grant of the Corporation’s business registration certificate and ends on December 31 the same year.

Annually, the Corporation has to elaborate financial revenue and expenditure plan strictly according to regulation, report it to the Managing Board for approval and to the Finance Ministry for supervision and monitoring.

Article 41.- Financial results of the Corporation mean the difference between its total revenues and total expenditures.

After fulfilling tax obligations and other financial obligations under law provisions, the Corporation’s remaining profits are distributed as follows:

1. Appropriation for setting up the financial provision

2. Appropriation for setting up the development investment fund.

3. Appropriation for setting up the reward and welfare funds.

4. Appropriation for setting up the reward fund for the leaderships of the Corporation audits attached units.

5. The remainder (if any) shall be supplemented to the development investment fund of the Corporation

The appropriation levels and percentages, the management and use of the above-said funds shall comply with the financial regulation of the Corporation.

Article 42.- At the year end, the Corporation shall make reports on final settlement of its financial revenues and expenditures to be submitted to the Managing Board for approval and sent to the Finance Ministry

Article 43.- The Corporation shall follow the prescribed auditing and financial publicity regime.

Article 44.- Salaries and incomes of laborers in the Corporation Incomes of laborers include:

- Salaries;

- Bonuses for their contributions to the added value of enterprises and investment capital;

- Other allowances and subsidies as provided for;

The Corporation’s Managing Board shall specify the mechanism of salary and bonus payment to laborers in the Corporation.

Chapter VIII

MANAGEMENT OF OPERATIONS OF THE STATE CAPITAL INVESTMENT CORPORATION

Article 45.- The Government shall unify the organization of exercise of the rights and obligations

of the State owner toward the Corporation.

Article 46.- The Prime Minister

1. To decide on the establishment and dissolution of the Corporation.

2. To appoint, dismiss, commend, reward or discipline members of the Managing Board.

3. To approve the Corporation’s organization and operation charter.

4. To decide on development objectives, strategies and orientation of the Corporation.

5. To approve plannings for development of key branches and domains where the State needs to concentrate investment.

To decide on the Corporation’s oversea capital investment undertakings with regards to project in regions exposed to high risks; to decide on projects of big capital value that fall beyond the competence of the Corporation.

6. To decide on projects of social nature, which need the State’s financial support.

Article 47.- The Finance Ministry shall exercise State financial management over the operations of the Corporation according to its competence

1. To promulgate accounting, auditing and financial reporting regimes and other documents related to the Corporation according to its competence.

2. To issue financial regulation of the Corporation.

3. To grant and supplement charter capital of, provide financial supports for, the Corporation under the Prime Minister’s decision.

4. To supervise the Corporation’s financial operations.

5. To nominate its representatives to the Corporation’s Managing Board.

Article 48.- The Finance Minister shall exercise a number of the owner’s rights and obligations towards the Corporation under the Prime Minister’s authorization.

1. To adopt the Corporation’s long-term and medium-term plans for the Managing Board to organize the implementation thereof. To inspect and supervise operations of the Corporation.

2. To submit to the Prime Minister for decision;

a. The establishment or dissolution of the Corporation;

b. The appointment of the Managing Board members.

3. To consider and decide on investment plans for lists of risky investments, investments projects of social nature and overseas investment projects. In special cases, to submit them to the Prime Minister for decision.

4. To attend meetings of the Managing Board and the Directorate.

5. To request the Managing Board and the general director to report irregularly on matters related to operations of the Corporation.

6. To perform other tasks under the Prime Minister’s Authorization.

Article 49.- The Corporation’s relationship with ministries, branches and localities

1. The relevant ministries and branches shall perform the State management of the Corporation according to their specialized management functions under the provisions of law.

2. The Peoples Committees of the provinces and centrally-run cities shall perform the State management of the Corporation in its observance of the regulations on administrative management in their respective localities according to the provisions of law.

Article 50.- The Corporation’s relationship with domestic and foreign enterprises and economic organizations shall comply with the provisions of the State Enterprise Law, the Enterprise Law, the Law on Foreign Investment in Vietnam, the other law provisions and investment cooperation contracts.

Article 51.- Laborers in the Corporation shall have the rights and obligations provided for by law.

Article 52.- Political, Socio-political organizations in the Corporation shall operate according to their respective organization and operation charters under the provisions of the Constitution and law.

Chapter IX

IMPLEMENTATION PROVISIONS

Article 53.- The managing Board, the general director, individuals and units in the Corporation shall have to implement this Charter.

Article 54.- The Corporation shall base itself on the State Enterprise Law, the Enterprise Law, its Charter and relevant provisions to issue Regulation on organization and operation of its attached units.

Article 55.- In case of amendments and/or supplements to this Charter, the Corporation’s Managing Board shall submit them to the Prime Minister for decision.

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Thuộc tính Văn bản pháp luật 152/2005/QD-TTg

Loại văn bảnQuyết định
Số hiệu152/2005/QD-TTg
Cơ quan ban hành
Người ký
Ngày ban hành20/06/2005
Ngày hiệu lực14/07/2005
Ngày công báo...
Số công báo
Lĩnh vựcDoanh nghiệp
Tình trạng hiệu lựcHết hiệu lực 06/08/2014
Cập nhật14 năm trước
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Lược đồ Decision no. 152/2005/QD-TTg of June 20, 2005 ratifying the organisation and operation charter of the state capital investment corporation


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          Decision no. 152/2005/QD-TTg of June 20, 2005 ratifying the organisation and operation charter of the state capital investment corporation
          Loại văn bảnQuyết định
          Số hiệu152/2005/QD-TTg
          Cơ quan ban hànhThủ tướng Chính phủ
          Người kýPhan Văn Khải
          Ngày ban hành20/06/2005
          Ngày hiệu lực14/07/2005
          Ngày công báo...
          Số công báo
          Lĩnh vựcDoanh nghiệp
          Tình trạng hiệu lựcHết hiệu lực 06/08/2014
          Cập nhật14 năm trước

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                Văn bản gốc Decision no. 152/2005/QD-TTg of June 20, 2005 ratifying the organisation and operation charter of the state capital investment corporation

                Lịch sử hiệu lực Decision no. 152/2005/QD-TTg of June 20, 2005 ratifying the organisation and operation charter of the state capital investment corporation