Nghị định 184/2013/ND-CP

DECREE

ON THE ORGANIZATION AND OPERATION CHARTER OF VIETNAM NATIONAL SHIPPING LINES

Pursuant to the Law of Government organization dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29. 2005;

Pursuant to the 2005’s Maritime Code of Vietnam;

Pursuant to the Government’s Decree No. 99/2012/ND-CP dated November 15, 2012 on the assignment and decentralization of rights, responsibilities and duties of governmental owners of state-owned enterprises and state capital in the enterprises;

At the request of the Minister of Transport,

The government promulgates the Decree on the organization and operation charter of Vietnam National Shipping Lines.

Article 1. This Decree is enclosed with the organization and operation charter of Vietnam National Shipping Lines.

Article 2. This Decree comes into force as of January 05, 2014.

The organization and operation charter of Vietnam National Shipping Lines, which was enclosed to the Prime Minister’s Decision No. 476/QD-TTg dated March 31, 2011, and previous regulations in contradiction to this Decree are abrogated.

Article 3. Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees and Members' Council of Vietnam National Shipping Lines shall be responsible for implementing this Decree./.

CHARTER

THE ORGANIZATION AND OPERATION OF VIETNAM NATIONAL SHIPPING LINES
(Enclosed to the Government’s Decree No. 184/2013/ND-CP dated November 15, 2013)

Chapter 1.

GENERAL

Article 1. Terminology

1. In this Charter, the following definitions pertain to the terminologies below:

a) “Vietnam National Shipping Lines (referred to as VINALINES) is the parent enterprise in Vietnam National Shipping Lines consortium of parent - subsidiary enterprises, which was transformed from a state-owned enterprise to a single-member limited liability enterprise under the ownership of the Government as per the Prime Minister's Decision No. 985/QD-TTg dated June 25, 2010.

b) “Charter capital of VINALINES” refers to the amount of the Government’s capital investment as recorded in the charter of VINALINES.

c) “Inferior units of VINALINES" consist of the following organizations that the Members' Council of VINALINES has decided to establish, restructure or dissolve: Representative offices, branches, administrative service units and dependent accounting units.

d) “Subsidiary enterprises” are single-member limited liability enterprises, joint-stock enterprises and limited liability enterprises with at least two members, joint ventures and overseas enterprises in which VINALINES holds 100% of the charter capital or a majority of stock or capital.  

dd) “Affiliated enterprises” refer to enterprises, in which VINALINES holds a minority of stock or capital and which are incorporated and operated as per the Enterprise Law and relevant laws.

e) “Ascendancy” refers to VINALINES’s possession of at least of the following rights over another enterprise:

- Right of the sole owner of the enterprise;

- Right of the shareholder or member holding majority share or capital contribution in the enterprise;

- Right to appoint, directly or indirectly, most or all of the members of the Board of Directors or of the Members’ Council, the General Director or Director of the Enterprise;

- Right to approve or amend the charter of the enterprise;

- Other situations of dominance to which VINALINES and the dependent enterprise agree and which are recorded in the charter of the dependent enterprise.

g) “Enterprises voluntarily associated with VINALINES” do not hold share or capital contribution in but voluntarily associate with VINALINES through a bond of economic interests, technology, market and other business services with VINALINES. Such enterprises are bound by certain rights and duties to associate with VINALINES on a cooperation contract or an agreement.

h) “Majority share or capital contribution of VINALINES” in another enterprise refers to VINALINES’s holding of more than 50% of the enterprise’s charter capital.

i) “Minority share or capital contribution of VINALINES” in another enterprise refers to VINALINES’s holding of at most 50% of the enterprise’s charter capital.

2. Other terminologies in this Charter, which have been interpreted in the Enterprise Law and other legislative documents, shall remain as interpreted.

Article 2. Name and main address of VINALINES

1. In Vietnamese: TỔNG CÔNG TY HÀNG HẢI VIỆT NAM

2. Business name in Vietnamese: TỔNG CÔNG TY HÀNG HẢI VIỆT NAM

3. International business name: VIETNAM NATIONAL SHIPPING LINES

4. Abbreviated name: VINALINES

5. Type of business: Single-member limited liability enterprise.

6. Main office: No. 1, Dao Duy Anh street, Phuong Mai ward, Dong Da district, Hanoi city.

- Telephone: (84-4) 35770825 ~ 29.

- Fax: (84-4) 35770850.

- Email: [email protected].

- Website: http://www.vinalines.com.vn.

7. Logo:

Article 3. Legitimacy and juridical personality of VINALINES

1. VINALINES is a single-member limited liability enterprise whose owner is the Government. It is incorporated and operated in the model of parent - subsidiary enterprises in conformity to the Enterprise Law, other relevant laws and this Charter.

2. VINALINES has:

a) Juridical personality, private corporate seal and permission to open accounts for Vietnamese and foreign currencies in the State Treasury, domestic and foreign banks as per relevant laws and this Charter.

b) Private capital and assets, responsibility for debts and other financial obligations with all of its assets, civil responsibilities and owner’s rights and duties over subsidiary enterprises and affiliated enterprises to the extent of VINALINES' capital investments.

c) Rights of ownership, utilization and disposition of the names, brand names and private symbols of VINALINES as per the laws.

Article 4. Objects, functions and business lines of VINALINES

1. Objectives of VINALINES:

a) Carry out the national strategy of maritime economy and the mission of developing the maritime industry in the direction of the Government's economic development; establish VINALINES as a substantial corporation that is capable of engaging and integrating in the regional and global economies.

b) Trade for profit, sustain and grow the state capital invested in VINALINES, its subsidiary enterprises and affiliated enterprises; fulfill the Government’s assignments, including the target on return on equity.

c) Maximize the business performance of the consortium of parent - subsidiary enterprises.

2. Functions of VINALINES: Engage directly in business activities and financial investments into subsidiary enterprises and affiliated enterprises; manage, direct and control subsidiary enterprises and affiliated enterprises according to the ratio of its holding(s) in the charter capital of such enterprises as per the laws and this Charter.

3. Business lines of VINALINES:

a) Main business lines:

- Sea transportation, water transportation, land transportation and multimodal transportation;

- Operating of seaports and river ports;

- Operating of warehouses, storage yards and logistics services; acting as a broker of maritime services; providing of sea vessels, pushing or towing of sea vessels and inland vessels, transporting of crewmen and providing of other supporting services for waterway activities.

b) Business lines in connection with main business lines

- Repairing of sea vessels; producing, selling and leasing of transport vehicles and equipment, specialized stevedoring;

- Exporting of labor, supplying of maritime personnel to local and foreign organizations;

- Exporting of maritime vehicles, equipment, fuels and materials; supplying of materials, fuels, food and domestic water.

c) VINALINES shall withdraw investments in business lines, which do not adhere to Point a and b, Section 3 of this Article, in accordance with the schedule approved by the Prime Minister via the Decision No. 276/QD-TTg dated February 04, 2013.

Article 5. Charter capital of VINALINES

1. The charter capital of VINALINES, as per the Ministry of Transport’s Decision No. 2809/QD-BGTVT dated September 13, 2013, is VND 10,693,000,000,000 (Ten thousand six hundred ninety three billion Vietnam dongs).

2. The adjustment of the charter capital shall abide by the laws.

Article 6. Owner of VINALINES

The government is the owner of VINALINES. The government shall unify the implementation of the owner's rights and duties towards VINALINES. Ministry of Transport is designated to carry out the government’s rights, responsibilities and duties towards VINALINES as per the laws.

Article 7. Legal representative of VINALINES

General Director of VINALINES is the legal representative of VINALINES.

Article 8. Liaison between VINALINES and state management agencies

1. VINALINES is subjected to the governmental administration of state management agencies at various levels as per the laws.

2. VINALINES shall carry out its duties towards local authorities concerning the sites of its premises as per the laws.

Article 9. Political - social organizations and Vietnam Communist Party's units in VINALINES

1. Units of Vietnam Communist Party in VINALINES shall operate as per the Constitution, the laws and the regulations of Vietnam Communist Party.

2. Political and social organizations under VINALINES shall operate as per the Constitution, the laws and the legitimate regulations of such organizations.

3. VINALINES shall hold the units of Vietnam Communist Party and political - social organizations in great esteem and facilitate their activities in terms of facilities, time and other necessities in conformity to the laws and the regulations of such organizations.

Chapter 2.

RIGHTS AND DUTIES OF VINALINES

PART 1. RIGHTS OF VINALINES

Article 10. Rights to capital and assets

1. Withhold, use and dispose the capital and assets of VINALINES for business activities, actualize legitimate interests from the capital and assets of VINALINES as per the laws.

2. Expend the capital and assets under the management of VINALINES in extrinsic investments as per the laws.

3. Manage and utilize assets, lands and resources that the Government assigns or leases as per the laws for business activities and public services upon the Government's request.

4. The government shall not transfer its capital investments in VINALINES and the capital and assets of VINALINES by the non-sale method, unless otherwise restructuring VINALINES or providing goods or public services.

5. Exercise other rights to capital and assets as per the laws.

Article 11. Rights to business

1. Organize, plan and coordinate production and trade, organize the system of management according to the demand and for the efficiency of business.

2. Trade in business lines defined in the certificate of business registration; expand business by capacity in line with the demand in domestic and foreign markets in conformity to the laws.

3. Search for markets, domestic and foreign customers and engage in contracts; decide the coordination of resources and on business cooperation between VINALINES and other enterprises according to the market demand in conformity to the laws.

4. Decide purchase and selling prices of VINALINES’s products and services, except those for public purposes and those priced by the Government.

5. Make decisions on investment projects as per the laws on investment and relevant regulations; utilize the capital and assets of VINALINES for joint venture, cooperation and investment in other enterprises; rent or acquire parts or the entirety of other local and foreign enterprises in conformity to the laws.

6. Utilize the state capital gained by privatization or transfer of parts or all of VINALINES’ investments in inferior units, subsidiary enterprises or affiliated enterprises in conformity to the laws.

7. Organize the selection of contractors as per the laws.

8. Make decisions on the establishment, reorganization, dissolution and transference of subsidiary single-member limited liability enterprises upon the Prime Minister’s approval of propositions; found, reorganize and dissolve domestic and overseas inferior units of VINALINES upon the Ministry of Transport’s approval of propositions.

9. Make decisions on VINALINES's investment, holding and adjustment of its holding(s) in other enterprises; take in enterprises voluntarily acting as subsidiaries or affiliated enterprises upon the Ministry of Transport’s approval of propositions.

10. Make decisions on contracts for sale, borrowing and loan, and other agreements as per the laws.

11. Recruit personnel, engage in labor contracts; arrange, utilize, train, commend and penalize personnel, terminate labor contracts; select the forms of payment of salary and incentives for workers in line with the efficiency of production, trading and in conformity to the laws on labor and remunerations.

12. Interact with central and local government authorities to carry out functions, missions and rights as assigned; send business invitations to and work with VINALINES’s foreign partners; decide to send VINALINES' personnel on overseas trips for business, study, observation, survey or negotiation of economic contracts in conformity to the Government's regulations. Overseas business trips of the Chairperson and members of the Members’ Council and the General Director of VINALINES shall be subject to the laws.

13. Formulate, promulgate and apply standards, procedures, economic - technical norms, labor norms, salary unit price and other expenses towards business efficiency in conformity to the laws.

14. Have rights to use brand names and symbols; have other rights on production and trading in line with the market demand and in conformity to the laws.

15. Exercise other business rights as per the laws.

Article 12. Rights to finance

1. Mobilize finances for business by issuing corporate bonds, borrow capital from credit and financial institutions, from external entities and from personnel, and through other methods as per the laws.

The mobilization of business finances shall adhere to the principle of undertaking self-responsibility for repayment, maintaining the efficient use of finances mobilized and not altering the ownership of VINALINES. VINALINES’ mobilization of capital for alteration in ownership must acquire the approval of the Prime Minister and be subject to the laws.

The borrowing of foreign funds must obtain the preliminary endorsement of the Ministry of Transport and be subjected to verification and approval of the Ministry of Finance.

2. Utilize finances for VINALINES’ business activities in active manner; establish, use and manage VINALNES' funds as per the laws.

3. Make decisions on the depreciation of fixed assets so as to cover tangible and intangible degradation of fixed assets with the least depreciation level, which must not be lower than the minimum level defined by the Ministry of Finance.

4. Obtain aids, subsidies or other incentives from the Government upon the implementation of missions for public purpose, national defense and security, prevention of natural disasters or the provision of services and goods under the Government’s pricing policies that do not cover the expenses of VINALINES' production of such goods and services.

5. Give incentives for ideas that innovate techniques, management and technology; given incentives for the increase in work performance; given incentives for the saving of materials, fuels and expenses. Such incentives shall be recorded as the business cost of VINALINES. The level of incentives shall be subject to the laws.

6. Obtain investment and reinvestment subventions as per the laws; exercise the owner's rights to investments in subsidiary enterprises and other companies.

7. Be exempt from the corporate income tax on dividends from investments in subsidiary enterprises and companies, which have paid corporate income tax before distributing profit to capital contributors and are not subjected to duplicate (double) and gross taxes.

8. Refuse and denounce all requests for resources, which the laws do not regulate, from any individuals, agencies or organizations, except voluntary donations for humanitarian and public purposes.

9. Forward losses, after fulfilling taxes, as per the Law on corporate income tax and other financial obligations as per the laws, establish the financial reserve fund, distribute and utilize the remaining profit as per the laws. If VINALINES's mature debts are yet settled, salary raise and incentives for VINALINES’s personnel shall only be permissible upon the settlement of such debts.

10. Issue surety, secured and unsecured guarantee for subsidiary enterprises to obtain loans from domestic and foreign credit institutions and banks as per the laws.

11. Transfer, liquidate, lease, mortgage and pawn VINALINES’ assets so as to sustain and augment capital in conformity to the laws.

12. Other financial rights as per the laws.

Article 13. Rights to act for public good

1. Produce and provide goods and services for public interest through bidding. VINALINES shall be responsible for selling public goods and services, as ordered or assigned by the Government, to eligible consumers at prices and fees that the Government defines.

2. VINALINES shall be provided with material supports equivalent to the public services that the Government assigns.

VINALINES shall itself compensate for expenses, in line with its winning bid price, for products and services that it tenders for.

VINALINES can spend proceeds or revenues from products and services, for which the Government has placed order, on rational expenses of public interest activities and workers’ interests. The government shall subsidize the shortage of finances.

3. Formulate and implement the defined rates of costs and salary unit price for the production and provision of public goods and services.

PART 2. DUTIES OF VINALINES

Article 14. Duties over capital and assets

1. Sustain and grow the state capital invested in VINALINES and the finances that VINALINES has mobilized.

2. Be liable for debts and other asset-related obligations of VINALINES within the scope of VINALINES's assets.

3. Re-appraise VINALINES’s assets as per the laws on periodic basis.

4. Execute other duties according to the laws.

Article 15. Duties over business

1. Conduct business according to the registered lines; maintain the quality of products and services that VINALINES provides according to the registered standards.

2. Innovate and modernize technologies and management methods in order to augment efficiency and competitiveness.

3. Ensure the workers’ interests and their right to engage in the management of VINALINES as per the laws.

4. Abide by the Government’s regulations on national defense and security, culture, social order and safety, protection of natural resources and environment.

5. Carry out the activities of accounting, audit, financial and statistical reporting as per the laws and upon the governmental owner's request.

6. Be liable to the owner for the investment of capital into the incorporation of enterprises or into other companies.

7. Manage risks and have VINALINES’s assets, responsibilities and personnel insured during production and trading as per the laws.

8. Be subjected to the Government’s supervision of the implementation of regulations on salary structure, payroll, salary unit price and remunerations for workers, Chairperson and members of the Members’ Council, General Director, Deputy General Directors, Chief accountant and managerial personnel.

9. Be subjected to the governmental owner’s supervision and inspection; adhere to inspection decisions by financial agencies and competent government authorities as per the laws.

10. Members’ Council and General Director of VINALINES shall carry out the enterprise’s investment projects, purchase and sale of assets, loan and borrowing contracts according to the propositions approved and as per the laws.

11. Conduct other business duties as per the laws.

Article 16. Duties over finance

1. Exercise the financial autonomy and self-balancing of earnings and spending; conduct effective business; attain the return on equity according to the owner's exaction; register, declare and pay taxes adequately; carry out duties to the owner and other financial obligations as per the laws.

2. Manage and utilize in effective manner: The business capital, including capital investments in subsidiary enterprises and other companies; the natural resources, land and other resources that the Government provides or lease.

3. Utilize the capital and other resources for special missions upon the Government’s request.

4. Fulfill the regulated management of capital, assets and funds, the accounting and audit as per the laws; be held responsible for the integrity and legitimacy of financial activities of VINALINES.

5. Report and disclose financial situations on annual basis, provide the information necessary for the truthful assessment of VINALINES’ operations.

6. Perform other duties as defined in the financial management regulation of VINALINES and according to the laws.

Article 17. Duties over engagement in public activities

1. Provide public services that the Government assigns or orders to valid beneficiaries at prices and fees that the Government defines.

2. Accept the Government’s assignments or orders for public interest, then designate parts or all of public interest missions to subsidiary enterprises as per the Government’s regulations.

3. Sign contracts and do business accounts as per the laws; be liable to the Government for the result of VINALINES’s public interest activities; be liable to customers and to the law for public goods and services that VINALINES directly fabricates and provides.

4. Provide public goods and services in sufficient quantity and decent quality to exact beneficiaries on schedule.

5. Execute other public interest duties according to the laws.

Article 18. Rights and duties of VINALINES over subsidiary enterprises and affiliated enterprises

1. VINALINES shall direct the universal business strategies for the consortium of parent - subsidiary enterprises in conformity to this Charter and to subsidiaries’ regulations.

VINALINES shall not directly operate the business activities of subsidiary enterprises and affiliated enterprises; however, it shall exercise rights and duties as an owner, shareholder or capital contributor via VINALINES’ representatives of its holding(s) in the enterprises so as to maintain the efficiency of capital investments and to actualize the universal development objectives and strategies of the consortium of parent - subsidiary enterprises.

2. Guide and coordinate business activities for enterprises in the consortium of parent - subsidiary enterprises so as to seek and supply input materials and to sell products and services that each enterprise is separately not capable of or is incompetent at; lessen duplicate investments or business activities for certain products and services, resulting in internal competition, distraction and dilapidation of resources, decline in general business performance of the consortium of parent - subsidiary enterprises; coordinate subsidiary enterprises and affiliated enterprises in selling each other’s products and services when necessary.

3. VINALINES shall carry out the following missions, of which subsidiary enterprises and affiliated enterprises are incapable:

Arrange finances; invest in and build up deepwater ports; purchase or build grand vessels; lead the transformation of maritime equipment; assign, specialize and direct enterprises in the consortium to prioritize using each other’s services in conformity to the laws.

4. VINALINES shall undertake research, marketing and trade promotion, and support enterprises in the consortium of parent - subsidiary enterprises to expand and elevate the efficiency of their production and business.

5. Exercise VINALINES’s rights of ascendancy over subsidiary enterprises as per the laws and the regulations of enterprises under control. VINALINES cannot abuse the rights of ascendancy via its majority holding to undermine the interests of subsidiary enterprises, creditors, shareholders, capital contributors and relevant entities. VINALINES shall esteem the rights of minor shareholders and capital contributors in subsidiary enterprises and affiliated enterprises in accordance with such enterprises’ regulations.

6. VINALINES shall be liable for making restitution for the damage it causes to subsidiary enterprises and relevant entities upon its performing of the following activities without any agreements with the subsidiary enterprises:

a) Compel a subsidiary enterprise to enter and implement unfair economic contracts adverse to such enterprise.

b) Transfer the capital and assets of a subsidiary single-member limited liability enterprise, causing damage to that subsidiary enterprise, except: Transfer through sale; restructuring of the enterprise; provision of public goods and services.

c) Transfer some efficient or profitable business sections of a subsidiary enterprise to another without any agreements with the former, causing it to suffer losses or severe profit downturn.

d) Make decisions on subsidiary enterprises’ production and business missions against the charter and the laws; delegate VINALINES's assignments to subsidiary enterprises and affiliated enterprises without engaging in any economic contracts with such enterprises or affiliated enterprises.

dd) Compel subsidiary enterprises to give loans to VINALINES or other subsidiary enterprises at low interest rate, on unreasonable conditions of lending and repayment, or for VINALINES or other subsidiary enterprises to engage in economic contracts highly risky against business activities of the subsidiary enterprises that given loans.

Chapter 3.

RIGHTS, RESPONSIBILITIES, DUTIES OF THE GOVERNMENTAL OWNER AND DELEGATION OF RIGHTS, RESPONSIBILITIES AND DUTIES OF THE GOVERNMENTAL OWNER OVER VINALINES

PART 1. RIGHTS, RESPONSIBILITIES AND DUTIES OF THE GOVERNMENTAL OWNER OVER VINALINES

Article 19. Rights and responsibilities of the governmental owner over VINALINES

1. Make decisions on the establishment of VINALINES and on its objectives, missions and business lines; reorganize VINALINES, transfer ownership, proceed for its dissolution or bankruptcy, invest VINALINES’s capital into other enterprises.

2. Approve and amend the charter of VINALINES.

3. Make decisions on investing, adjusting or transferring, partially or entirely, the charter capital of VINALINES.

4. Make decisions on the organizational and administrative structure of VINALINES, on the appointment, re-appointment, dismissal, resignation, commendation and disciplining of the Chairperson and members of the Members’ Council, Controllers, General Director of VINALINES.

5. Decide strategies and plans for production, business, investment and development of VINALINES.

6. Verify and approve propositions for investment, purchase and sale of assets, loans and borrowings of VINALINES as per the laws.

7. Define the systems of finance, profit distribution, creation of funds; verify and approve annual financial statements of VINALINES.

8. Define the systems of recruitment and remunerations; decide the salaries of the Chairperson and members of the Members' Council, Controllers and General Director of VINALINES.

9. Decide solutions for market expansion, marketing and technology; define the mechanisms for assignment of missions and provision and sustenance of public necessities for the economy.

10. Supervise and inspect the legal compliance; evaluate the implementation of objectives and assignments, achievements, business performance; manage, utilize, sustain and grow VINALINES’s capital. Assess the Chairperson and members of the Members’ Council, Controllers, General Director, Deputy General Directors and Chief accountant of VINALINES.

11. Implement other rights and responsibilities as per the laws.

Article 20. Duties of the governmental owner over VINALINES

1. Invest sufficiently in the charter capital of VINALINES.

2. Adhere to the Charter of VINALINES and the laws applicable to the owner.

3. Be liable for VINALINES's debts and asset-related obligations of VINALINES within the range of VINALINES’ charter capital; define and distinguish the assets of the governmental owner and of VINALINES.

4. Abide by the laws upon approving propositions for investment, purchase, sale, leasing and renting of assets, loans, borrowings and other transactions of VINALINES.

5. Ensure VINALINES’ business rights in conformity to the laws.

6. Execute other duties according to the laws.

Article 21. Restrictions on the owner's rights

1. The owner can only withdraw capital contribution(s) by transferring parts or all of the charter capital to other entities. If withdrawing the capital partially or fully from VINALINES in other manners, the owner shall be jointly liable for VINALINES’ debts and asset-related obligations.

2. The owner cannot take profit(s) before VINALINES settles mature debts and asset-related obligations.

PART 2. DELEGATION OF RIGHTS, RESPONSIBILITIES AND DUTIES OF THE GOVERNMENTAL OWNER OVER VINALINES

Article 22. Rights and responsibilities of the Government

1. Promulgate and amend the Charter of VINALINES.

2. Implement other rights and responsibilities as per the laws.

Article 23. Rights and responsibilities of the Prime Minister

1. Verify and approve the propositions for establish state-owned enterprises subsidiary to VINALINES upon the Ministry of Transport’s request.

2. Verify and approve general schemes for structuring and revitalizing VINALINES upon the Ministry of Transport’s request.

3. Implement other rights and responsibilities as per the laws.

Article 24. Rights and responsibilities of the Ministry of Transport

1. Decide to reorganize VINALINES, transfer ownership, apply for its dissolution or bankruptcy upon the Prime Minister’s approval of proposals.

2. Verify and approve propositions for establishing, reorganizing and dissolving branches, representative offices and dependent accounting units of VINALINES.

3. Amend and present the Charter of VINALINES to the Government for promulgation.

4. Organize the implementation of the project for structuring and renovation of the consortium of parent - subsidiary enterprises of Vietnam National Shipping Lines after the project is reported to and approved by the Prime Minister.

5. Define and adjust the charter capital of VINALINES during the operations of VINALINES under agreement with the Ministry of Finance.

6. Make decisions on the appointment, re-appointment, dismissal, resignation, commendation and disciplining of the Chairperson and members of the Members’ Council and General Director; make decisions on the appointment, re-appointment, dismissal, resignation, commendation, disciplining and remuneration for Controllers.

7. Verify and approve strategies and plans for production, business and 5-year development investment; verify and approve the annual list of A-class and B-class investment projects of VINALINES and provide information to the Ministry of Planning and Investment and Ministry of Finance for summarization and supervision.

8. Make decisions on propositions for the investment, holding and adjustment of VINALINES’s capital in other enterprises; verify and approve the admission of enterprises voluntarily acting as a subsidiary enterprise or affiliated enterprise of VINALINES.

9. Verify and approve propositions for borrowing, loan, purchase and sale of assets and other transactions whose value is equal to or greater than 50% of the charter capital of VINALINES; verify and approve VINALINES’s propositions for borrowing foreign loans and seek the Ministry of Finance’s assessment and approval.

10. Make decisions on the salary of the Chairperson and members of the Members’ Council, General Director and Controllers who are appointed by the Ministry of Transport; make decisions on the annual salary fund proposed by the Members' Council of VINALINES as per the laws.

11. Permit the Members’ Council of VINALINES to verify annual financial statements, to distribute profit and to set up VINALINES's funds.

12. Supervise and inspect, on regular basis, the legal compliance; the management, utilization, sustaining and growing of capital; the implementation of strategies and plans; the recruitment and remuneration in VINALINES. Evaluate the actualization of objectives, missions, business lines assigned and business performance of VINALINES. Assess the management and operation of VINALINES by the Chairperson and members of the Members’ Council, Controllers, General Director, Deputy General Directors and Chief accountant.

13. Implement other rights and responsibilities as per the laws and as delegated by the owner.

Article 25. Rights and responsibilities of the Ministry of Finance

1. Confer with the Ministry of Transport on the charter capital of VINALINES and subsequent adjustments.

2. Summarize and report to the Government, on annual basis, the information on VINALINES’s business performance, provision of public services and finance.

3. Cooperate with the Ministry of Transport in supervising and examining, on regular basis, and inspecting, as per regulations, on the management, utilization, sustaining and growing of VINALINES’s capital.

4. Verify and endorse the foreign borrowings of VINALINES according to regulations and approved plans for foreign borrowings.

5. Grant permission for the Members’ Council of VINALINES to endorse the regulations on financial management.

6. Provide opinions on matters defined in Section 1 and 2, Article 23 of this Charter.

7. Confer with the Ministry of Transport on VINALINES’s investment, holding and adjustment of holding(s) in other enterprises and VINALINES’s acceptance of subsidiary enterprises and affiliated enterprises.

8. Implement other rights and responsibilities as per the laws and as delegated by the owner.

Article 26. Rights and responsibilities of the Ministry of Planning and Investment

1. Provide opinions on matters defined in Section 1 and 2, Article 23 of this Charter.

2. Confer with the Ministry of Transport on VINALINES’s investment, holding and adjustment of holding(s) in other enterprises and VINALINES’s acceptance of subsidiary enterprises and affiliated enterprises.

3. Summarize and report to the Government the annual information on VINALINES’s fulfillment of objectives, missions and business lines. Cooperate with the Ministry of Transport in supervising and examining, on annual basis, and inspecting, as per regulations, VINALINES’s implementation of strategies and plans for production, trading and 5-year development investment.

4. Implement other rights and responsibilities as per the laws and as delegated by the owner.

Article 27. Rights and responsibilities of the Ministry of Home affairs

1. Provide opinions on matters defined in Section 1 and 2, Article 23 of this Charter.

2. Cooperate with the Ministry of Transport in supervising and examining VINALINES’ compliance with the Vietnam Communist Party’s and Government’s regulations on personnel.

3. Implement other rights and responsibilities as per the laws and as delegated by the owner.

Article 28. Rights and responsibilities of the Ministry of Labor - Invalids and Social affairs

1. Provide opinions on matters defined in Section 1 and 2, Article 23 of this Charter.

2. Cooperate with the Ministry of Transport in supervising and examining, on annual basis, and inspecting, as per regulations, VINALINES’s recruitment and remuneration.

3. Implement other rights and responsibilities as per the laws and as delegated by the owner.

Article 29. Controllers

VINALINES shall have 01 (one) to 03 (three) controllers whose appointment, re-appointment, dismissal, resignation, commendation, disciplining, evaluation and remuneration are at the discretion of the Ministry of Transport. Criteria, conditions, activities, missions, rights and duties of the Controllers and their relationship with the Ministry of Transport, VINALINES's Members' Council and General Director shall be governed by the laws.

Members’ Council of VINALINES shall be designated to carry out certain rights and duties of the governmental owner over VINALINES as per Article 32 of this Charter.

Chapter 4.

MANAGEMENT AND OPERATION OF VINALINES

Article 30. Organizational and administrative structure of VINALINES

1. The organizational structure for management, supervision and operation of VINALINES includes:

a) Members’ Council.

b) General Director.

c) Deputy General Directors and Chief accountant.

d) Assistant system and Internal Control Committee.

2. The organizational structure for management and operation of VINALINES may be adapted for business demands during its activities.

PART 1. MEMBERS’ COUNCIL

Article 31. Structure and functions of the Members’ Council

1. Members’ Council is the direct representative of the owner in VINALINES. It shall implement the owner's rights and duties as defined in this Charter and the laws and carry out the owner's rights and duties over subsidiary enterprises whose charter capital is fully held by VINALINES and over VINALINES’s holding(s) in other companies.

2. Members; Council shall hold right to represent VINALINES to make decisions on every matter related to the determination and implementation of VINALINES’s objectives, missions and interests, except those under the authority and responsibility of the Government, Prime Minister, Ministries and relevant bodies as per this Charter.

3. Members’ Council shall be held responsible jointly with the owner to the law for every activity of VINALINES and for the decisions by the Members’ Council, which impair VINALINES and the owner, with the exception of the members voting against such decisions. It shall carry out duties defined in this Charter, the Enterprise Law and relevant legislative documents.

4. Members' Council of VINALINES shall consist of 05 (five) specialized and unspecialized members whose appointment, dismissal, resignation, commendation and disciplining shall be at the discretion of the Minister of Transport. Each member of the Members' Council of VINALINES shall hold office in at most 05 (five) years and can be re-appointed. Ministry of Transport shall decide the structure of the Members’ Council and the quantity of specialized and unspecialized members of VINALINES. When the Members’ Council of VINALINES has less than 05 (five) members, it shall report to the Minister of Transport for consideration and addition of members as per regulations in 90 (ninety) days.

Article 32. Rights and responsibilities of the Members’ Council

1. Receive, manage and utilize, effectively, the finances, assets, land, natural and other resources that the owner invests in VINALINES.

2. Make decisions on the strategies and plans for business and 5-year development investment of VINALINES upon the Ministry of Transport’s approval of proposals.

3. Make decisions on annual plans for business and development investment of VINALINES and send such decisions to the Ministry of Transport, Ministry of Planning and Investment and Ministry of Finance for summarization and supervision.

4. Request the Minister of Transport's decisions on the appointment, re-appointment, dismissal, resignation, commendation or disciplining of the Chairperson and members of the Members’ Council and the General Director of VINALINES. Make decisions on the appointment, re-appointment, dismissal, resignation, contracting, commendation and disciplining of Deputy General Directors and Chief accountant of VINALINES upon the General Director's request.

5. Make decisions on the development and use of VINALINES’s brand names; solutions for market development, marketing and technology; specialization of assignments, cooperation, approach, expansion and sharing of information, markets, research and technology application between VINALINES, subsidiary enterprises, affiliated enterprises and voluntarily associated companies.

6. Request the Ministry of Transport to amend and present the organizational and operational Charter of VINALINES to the Government for approval.

7. Request the Ministry of Transport to adjust the charter capital of VINALINES.

8. Make decisions on VINALINES’s investment, holding and adjustment of holding(s) in other enterprises, admission of subsidiary enterprises and affiliated enterprises upon the Ministry of Transport’s approval of propositions.

9. Designate VINALINES’s representatives in other enterprises upon request of VINALINES's General Director; assign such representatives of VINALINES to make decisions on matters defined in Point d, Section 21 and Point d, Section 22 of this Article.

10. Request the Ministry of Transport to verify and approve propositions for borrowing, loan, purchase, sale, leasing and renting of assets whose worth is equal to or greater than 50% of the charter capital of VINALINES; and to verify and approve VINALINES’s propositions for borrowing foreign loans.

11. Make or authorize the General Director to make decisions on investment projects and contracts for borrowing and loan, for purchase, sale, leasing or renting of assets whose value is lower than 50% of the charter capital of VINALINES as per the laws.

12. Make decisions on the establishment, reorganization and dissolution of branches, representative offices and dependent accounting units upon the Ministry of Transport's approval of propositions.

13. Decide the remuneration for holders of titles that the Members' Council of VINALINES appoints.

14. Arrange and reform the enterprise upon the Prime Minister’s approval of the general plan.

15. Decide the schemes to mobilize finances whose worth is lower than 50% of the charter capital of VINALINES as per the laws.

16. Decide the internal administration regulations, business schemes and tenure of managerial personnel of VINALINES.

17. Ratify annual financial statements, distribution of profit, creation and utilization of funds as per the laws upon the Ministry of Transport’s approval.

18. Ratify the organizational and operational charters of dependent accounting units and administrative service units as per the laws and the Charter of VINALINES.

19. Be responsible for managing and operating VINALINES in conformity to the laws and according the owner’s decisions; manage, utilize, sustain and grow capital efficiently; define and distinguish the assets of the governmental owner and of VINALINES; report to the owner about corporate losses, incapacity of payment, failure of assignments given by the owner or other violations in timely manner.

20. Have rights and responsibilities over subsidiary enterprises whose charter capital is entirely held by VINALINES:

a) Decide the establishment, re-organization, transfer, dissolution and bankruptcy of such enterprises, their objectives, missions and business lines upon competent authorities’ approval.

b) Ratify and amend the charters of such enterprises.

c) Decide the charter capital of such enterprises, when incorporated, and make later adjustments.

d) Make decisions on the organizational and administrative structure of the Members’ Council or of the Chair of the enterprise, the quantity and structure of members of the Members’ Council.

dd) Make decisions on the appointment, re-appointment, dismissal, resignation, commendation, disciplining and remuneration of the Chairperson and members of the Members’ Council or the Chair of enterprise; General Director (Director) and Controllers.

e) Ratify strategies and plans for production, business and 5-year development investment.

g) Ratify propositions of borrowing, loan, asset purchase, sale, renting and leasing, and for investment projects valued equal to or greater than 50% of the enterprise’s charter capital or lower than the ratio otherwise defined in the Charter of the enterprise.

h) Verify annual financial statements, distribute profit, set up and use funds.

i) Bear other rights and responsibilities as per the laws, this Charter and other corporate charters.

21. Have the following rights and responsibilities over subsidiary enterprises in which VINALINES holds over 50% of the charter capital:

a) Decide the investment and transfer of VINALINES’s capital in enterprises; exercise the rights of shareholder or capital contributor as per the laws and corporate charters; assume liability for debts and asset-related obligations of the enterprises according to VINALINES's holding(s).

b) Designate representatives to exercise shareholder’s or capital contributor’s rights; dismiss, commend and penalize representatives; decide the remuneration, allowances and other benefits for the representatives; assess the representatives.

c) Request the representatives to carry out their assignment as defined in Point d of this Section, unless otherwise prescribed in the enterprises’ charters, and make regular or ad-hoc reports on investment, finance, capital efficiency and business results of the enterprises.

d) Assign the representatives to make following decisions on the enterprises according to the resolutions and decisions of the Members' Council of VINALINES:

- Objectives, missions and business lines; reorganization, dissolution and application for bankruptcy of the enterprises;

- Promulgation of and amendments to the charters of the enterprises;

- Adjustment of charter capital; schedule and methods for capital mobilization; types of share and quantity of authorized shares by type; repurchase of over 10% of total shares sold by type;

- Naming of members of the Board of Directors, Chairperson of the Board of Directors or Members’ Council and Controllers for voting, dismissal, relegation, commendation and disciplining. Nominate the General Directors (Directors) of the enterprises, or request dismissal, signing or termination of contracts thereof. Remuneration, incentives and other benefits for members of the Board of Directors or Members' Council, members of the Control Committee, General Director (Directors) in the enterprises; quantity of members of the Board of Directors, members of the Control Committee, Deputy General Directors (Vice Directors) in the enterprises;

- Strategies and plans for business and 5-year development investment of the enterprises; annual portfolio of investment projects under class A or class B;

- Propositions for investment, holding and adjustment of the state capital in other enterprises; establishment, reorganization and dissolution of inferior units; admission of enterprises that voluntarily act as subsidiary enterprise or affiliated enterprise;

- Propositions for sale and purchase of assets, borrowing or loan contracts, whose value is equal to or greater than 50% of the enterprise’s charter capital or lower than the ratio otherwise defined in the Charter of the enterprise; propositions for foreign borrowings;

- Annual financial statements, distribution of profit, establishment of funds, annual dividend;

- Recruitment, remuneration, salary and incentives from enterprises.

dd) Request the legal representatives' reports for regular and regulated inspection of legal compliance; management, utilization, sustaining and growing of VINALINES’ capital in the enterprises; implementation of  strategies and plans; evaluation of the execution of objectives and missions as assigned, business result and efficiency.

22. Have the following rights and responsibilities over subsidiary enterprises whose charter capital is held by VINALINES by less than 50%:

a) Decide the investment and transfer of VINALINES’s capital in enterprises; exercise the rights of shareholder or capital contributor as per the laws and corporate charters; assume liability for debts and asset-related obligations of the enterprises according to VINALINES's holding(s).

b) Designate representatives to exercise shareholder’s or capital contributor’s rights; dismiss, commend and penalize representatives in the enterprises; decide the remuneration, allowances and other benefits for the representatives; assess the representatives.

c) Request the representatives to carry out their assignment as defined in Point d of this Section, unless otherwise prescribed in the enterprises’ charters, and make regular or ad-hoc reports on investment, finance, efficiency of VINALINES’s capital and business results in the enterprises.

d) Assign the representatives to make following decisions on the enterprises according to the resolutions and decisions of the Members' Council of VINALINES:

- Objectives, missions and business lines; reorganization, dissolution and application for bankruptcy of the enterprises;

- Promulgation of and amendments to the charters of the enterprises;

- Adjustment of charter capital; schedule and methods for capital mobilization; types of share and quantity of authorized shares by type; repurchase of over 10% of total shares sold by type;

- Naming of members of the Board of Directors, Chairperson of the Board of Directors or Members’ Council and Controllers for voting, dismissal, relegation, commendation and disciplining; naming of the General Director (Directors) of the enterprises for appointment, dismissal, signing or termination of contract. Remuneration, incentives and other benefits for members of the Board of Directors or Members' Council, members of the Control Committee, General Director (Directors) in the enterprises; quantity of members of the Board of Directors, members of the Control Committee, Deputy General Directors (Vice Directors) in the enterprises;

- Strategies and plans for production, business and 5-year development investment of the enterprises;

- Propositions for the incorporation of subsidiary enterprises; establishment, reorganization and dissolution of inferior units;

- Propositions for investment, purchase, sale, renting and leasing of assets, for contracts for borrowings or loans whose worth is equal to or greater than 50% of the total value of assets as stated in the most recent financial statement of the enterprises or in a lower proportion as defined in the enterprises’ charters.

- Annual financial statements, distribution of profit, establishment of funds, annual dividends in enterprises.

dd) Request the representatives’ reports for regular supervision, examination and assessment of the efficiency of VINALINES’s capital in such enterprises.

23. Examine and supervise the General Director of VINALINES, directors of inferior units of VINALINES, Chairperson and members of the Members’ Council or Chairperson of the enterprise, Directors, Controllers in single-member limited liability enterprises that VINALINES owns, and representatives of VINALINES's holding(s) in other enterprises with regard to their execution of tasks and missions as per the Enterprise Law and this Charter. Supervise and evaluate the performance of subsidiary enterprises and affiliated enterprises as per the laws.

24. Report and present to the owner the matters that are at the owner's discretion; organize the implementation of the owner's decisions; decide and approve the matters intra vires upon the owner’s ratification of such matters.

25. Report to the owner about the result and progress of business activities of VINALINES.

26. Decide the promulgation of VINALINES’s financial management regulations according to the opinions of VINALINES's General Director upon the Ministry of Finance's approval; organize and supervise the implementation of VINALINES's regulations on financial management; amend such regulations as per the laws or according to the owner's requests.

27. Be responsible to the owner and the law for the execution of their authority and missions and for the growth of VINALINEs according to the objectives and missions that the owner assigns. If VINALINES suffers losses or a decreasing return on equity or the objectives and missions as assigned by the owner are failed without objective reasons though the owner tolerates such circumstances, relegation or compensation shall apply accordingly and as per the laws.

28. Send Deputy General Directors and Chief accountant abroad for business, education or personal affairs.

29. Other rights and missions according to the laws.

Article 33. Criteria for members of the Members' Council

A member of the Members’ Council must meet the following basic criteria:

1. Be a Vietnamese citizen who resides permanently in Vietnam.

2. Have graduated at university or higher level; have abilities in business and corporate management. Chairperson of the Members' Council must possess at least 03 (three) years' experience in managing and operating enterprise(s) that conduct(s) similar main business lines of VINALINES.

3. Be in good health, have decent morality, be honest, upright, knowledgeable and compliant to the laws.

4. Hold no position in the system of government or in any political or socio-political organization, and hold no managerial position in an affiliated enterprise.

5. Have not been relegated or dismissed from the position of Chairperson or member of a Members’ Council or Board of Directors, Chairperson, General Director or Director of a state-owned enterprise or have his labor contract thereof terminated early.

6. Possess legal capacity to the fullest extent and not be subjected to a prohibition on holding a managerial position in an enterprise as per the laws.

7. Other criteria as per the laws.

Article 34. Dismissal and replacement of members of the Members’ Council

1. A member of the Members’ Council shall be removed from office in the following events:

a) Violate the law to the extent of being prosecuted or, as defined in this Charter, dismissed.

b) Comply with none of the owner’s decisions; cause damage to VINALINES due to his violation(s) of the Charter or regulations of VINALINES or the decisions of the Members’ Council.

c) Honor no honesty when executing missions or authority, abuse the position(s) or power for personal gains or for other individuals', or appropriate business opportunities and impair VINALINES’s interests.

d) Fail to complete missions, make VINALINES suffer two consecutive years’ losses or not attain the return on equity, which the owner designates, in two continuous years or endure twisted losses and profits without improvement, except losses or reduction in the return on equity that competent authorities have endorsed or that ensues due to objective reasons explained to and endorsed by competent authorities.

2. A member of the Members’ Council shall be superseded in the following events:

a) Upon his dismissal according to Section 1 of this Article.

b) Be incapable of handling the assignments, be deprived of or limited in legal capacity.

c) Resign voluntarily with the approval of competent authorities.

d) Be given a written decision to vacate as per regulations or be re-assigned by the owner to another post.

3. If the Chairperson or a member of the Members’ Council is superseded, the Members' Council must hold meeting(s) and present information to the Minister of Transport in 60 (sixty) days) for the latter’s consideration and decision on replacement.

Article 35. Chairperson of the Members’ council

1. Chairperson of the Members’ Council shall not concurrently be the General Director of VINALINES.

2. Chairperson of the Members’ Council shall be given the following authority and missions:

a) Represent the Members’ Council to sign papers for admission of finances, land, natural and other resources that the owner allocates to VINALINES.

b) Prepare or organize the programming and planning of activities of the Members' Council. 

c) Prepare or organize the preparation of agendas, contents and documents for the meetings of the Members' Council or for inquiring members.

d) Convene and chair the meetings of the Members’ council or organizing the inquiry in to the members' opinions.

dd) Supervise or organize the supervision of the execution of resolutions and decisions of the Members' council.

e) Represent the Members’ council to sign the resolutions and decisions of the Members' Council.

g) Conduct research and draft the strategies for development, medium-term and long-term plans and vital investment projects of VINALINES; set up solutions for renovating VINALINES’s structure and personnel.

h) Promulgate the regulations on the management of VINALINES’s capital and representatives in other enterprises and other internal management regulations of VINALINES and supervise the implementation of such regulations.

i) Impose essential measures extra vires for emergencies (i.e. wartime, natural disaster, epidemic, fire) then report promptly to the Members’ Council and the owner.

k) Other rights and duties as per the laws and as defined by the owner.

3. Chairperson of the Members' Council, if being absent, shall authorize a member thereof in writing to carry out the rights and duties of the Chairperson of the Members' Council. If no member is delegated or the Chairperson of the Members’ Council fails to execute his rights and duties because of force majeure, the members thereof shall vote on one of the temporary members by majority rule to carry out the rights and duties of the Chairperson of the Members' Council.

4. Chairperson of the Members’ Council shall be responsible for providing explanations and be held responsible to the owner for his deferment or non-signing of any written decisions of the Members’ Council.

Article 36. Mode of work, requirements and procedure of meetings of the Members’ Council

1. Members’ Council shall operate collectively and meet at least once a quarter to consider and decide matters under its missions and authority. Members’ Council may hold ad-hoc meetings that settle urgent issues of VINALINES upon the request of the Chairperson of the Members’ Council ,the General Director or more than 50% of the total members of the Member’s Council. Chairperson of the Members’ Council may inquire the members about matters on which a discussion is not required. Decisions of the Members’ Council shall be made through written inquiry or by voting at meetings.

2. If the Chairperson of the Members’ Council does not agree to convene and hold an ad-hoc meeting upon the request of more than 50% of the members of the Members’ Council, such members can designate a convener and preside at the meeting.

3. Chairperson or the member(s) of the Members' Council, whom the Chairperson of the Members' Council delegates, shall convene and chair the meeting of the Members' Council. Contents and written materials for a meeting must be delivered to the members of the Members’ Council and delegates invited to the meeting (if any) in at least 03 (days) prior to the date of meeting.

4. A meeting of the Members’ Council shall only be valid when the attendants make up at least two thirds of the members of the Members’ Council. Resolutions and decisions of the Members' Council, when voted for by over 50% of the total present members of the Members' Council. If split voting occurs, the decisions voted for by the Chairperson of the Members’ Council or the meeting president delegated by the Chairperson of the Members' Council shall prevail. Amendments to the Charter, reorganization, transfer of part(s) or all of the charter capital of VINALINES must be voted for or approved in writing by at least 3/4 (three fourths) of the present members. Members of the Members’ Council shall vote “yes” or "no” on all matters (as blank vote is not invalid). Members of the Members’ Council have the right to reserve their opinions and protest to the owner; however, they ought to abide by the resolutions and decisions that the Members' Council has validated.

5. When discussing vital affairs of VINALINES in connection with a ministry, body or local agency, the Members' Council may invite competent representative(s) of such agency or body, if deemed necessary, to the meetings. Members' Council shall invite representative(s) of the trade union to the meetings when discussing matters related to the rights and duties of VINALINES' employees. Representatives of bodies and agencies invited to a meeting have the right to speak but cannot vote. Opinions if given by the representatives invited shall be fully written into the meeting records.

6. Chairperson of the Members’ Council shall discuss and decide urgent matters under the authority of the Members’ Council with the General Director of VINALINES and specialized members in person, if a meeting or written inquiries cannot be executed, then report to the Members’ Council.

7. Discussions, opinions, voting, decisions made by the Members’ Council and conclusions of the meetings of the Members; Council shall be recorded in writing. The president and secretary of the meeting(s) shall be jointly responsible for the accuracy and integrity of written records of the meetings of the Members' Council. VINALINES is bound to actualize the resolutions and decisions of the Members’ Council.

8. Members of the Members’ Council shall have the right to request the General Director, Chief accountant, and holders of managerial positions in VINALINES and subsidiary enterprises fully owned by VINALINES, representatives of VINALINES’s holding(s) in other enterprises to provide the information and written materials on VINALINES’s finance and activities according to the information disclosure regulations which the Members' Council has laid down or has passed resolutions on. Individuals requested for information must give the information promptly, fully and precisely as requested by members of the Members’ Council, unless otherwise decided by the Members’ Council.

9. Members’ Council shall utilize the management system, supportive personnel and VINALINES’s official seal for its missions.

10. Operational expenses of the Members’ Council, including the remuneration and allowances, shall be recorded as the administrative expense of VINALINES.

11. Members’ Council, when necessary, has the right to inquire local and foreign specialists and advisors about their opinions before reaching a decision on vital matters under its authority. The expense for inquiring specialists and advisors shall be defined in VINALINES’ financial management regulation.

PART 2. GENERAL DIRECTOR

Article 37. Functions of the General Director

General Director shall direct daily activities of VINALINES according to the objectives and plans, the resolutions and decisions of the Members’ Council, the Charter of VINALINES and the laws. General Director shall be held responsible to the law and the Members’ Council for implementing the rights and missions as assigned.

Article 38. Selection and appointment of the General Director

1. General Director shall be a member of the Members’ Council and be appointed, reappointed, dismissed, replaced, commended and penalized by the Minister of Transport at the request of the Members’ Council of VINALINES. The tenure as General Director shall not exceed 05 (five) years. General Director can be reappointed.

2. A person appointed as General Director must meet the following criteria and requirements:

a) Be a Vietnamese citizen who resides permanently in Vietnam.

b) Possess legal capacity to the fullest extent and be subjected to no prohibition on holding a managerial position in an enterprise as per the laws.

c) Have graduated from at least a university; be capable of trading, organization and management; be specialized in main business line(s) of VINALINES; have at least 03 (three) years' experience in managing and operating enterprise(s) conducting business similar or related to VINALINES's main business lines.

d) Be in good health, have decent morality, be honest, upright, knowledgeable about and compliant to the laws.

dd) Have no relation with members of the Members' Council and Internal Control Committee, the Chief accountant or Treasurer of VINALINES.

e) Hold no managerial position concurrently in a subsidiary enterprise or affiliated enterprise of VINALINES or an external organization.

g) Satisfy the standards and conditions of appointment as per the laws.

3. The following persons shall not be appointed as General Director:

a) A person who was the Chairperson of the Board of Director or Members' Council, the Chairperson, the General Director or Director of a state-owned enterprise but committed violations to the extent of being relegated, dismissed or discharged early from labor contract.

b) Be subjected to no prohibition on holding a managerial position in an enterprise as per the laws.

Article 39. Replacement and dismissal of the General Director

1. General Director shall be dismissed early in the following events:

a) Lead VINALINES to suffer two consecutive years’ losses or fail the owner’s assignment on the return on equity in two continuous years or endure twisted losses and profits without improvement, unless: Losses or reduction in the return on equity has been endorsed by competent authorities or has been explained as an objective consequence that competent authorities accept.

b) VINALINES is driven into but has not filed for bankruptcy as per the laws on bankruptcy.

c) Commit intentional or consequential violations of the Charter of VINALINES, financial management and internal administration regulations, resolutions and decisions of the Members’ Council.

d) Honor no honesty when conducting missions or abuse position and power for one's gains or for others'; make untrue reports of the finance and business of VINALINES.

d) Violate the laws to the extent of being prosecuted or, as defined in this Charter, dismissed.

2. General Director shall be superseded in one of the following events:

a) Upon his dismissal according to Section 1 of this Article.

b) Be deprived or limited in legal capital; be in worse health and unfit for managing and operating VINALINES.

c) Resign voluntarily with the approval of competent authorities.

d) Upon a decision of a competent authority on regulated relinquishment of office, transfer or re-assignment.

Article 40. Duties and authority of the General Director

1. Organize the implementation of the resolutions and decisions of the Members’ Council and the owner.

2. Make decisions on the daily business activities of VINALINES.

3. Formulate and present to the Members' Council the strategies for development of VINALINES; long-term and annual plans of VINALINES; schemes for mobilization and utilization of finances; schemes for investment, joint venture and association; projects for organization and management of VINALINES; plans for training and recruitment of personnel; regulations on internal administration of VINALINES; draft of and amendments to the Charter of VINALINES; draft regulation on management of VINALINES's finance; plans for adjustment of charter capital; plans for business cooperation of VINALINES and subsidiary enterprises with other companies, of a subsidiary enterprise with another or with other companies; solutions of technology, market development and marketing.

4. Present matters within the authority of the owner over VINALINES to the Members’ Council that shall relate such matters to the Government or competent government authorities for decision or approval.

5. Present to the Members' Council of VINALINES the matters within its authority for consideration and decision.

6. Decide the matters as assigned or authorized by the Members' Council of VINALINES as per this Charter and relevant legislative documents.

7. Make decisions on investment projects, on contracts for sale, purchase and liquidation of VINALINES’s assets, on contracts for borrowing, loan, rent and lease, on other economic contracts; plans for investment of VINALINES’s finances and assets into other enterprises’ capital or stock according to the level of authority or the authorization by the Members’ Council and as per the laws.

8. Sign the contracts of VINALINES. General Director shall only sign contracts whose value exceeds his level of authority upon obtaining a resolution or decision of the Members’ Council.

9. Organize the execution of plans for business, investment and daily activities, business cooperation of VINALINES with subsidiary enterprises and affiliated enterprises; audit, inspection; decisions on solutions for market development, technology and other affairs to execute the resolutions and decisions of the Members' Council in effective manner.

10. Formulate economic, technical and labor norms, product standards and salary unit price as per the Government’s regulations, then present such data to the Members’ Council for approval and organization; examine VINALINES's inferior units implementing the norms, standards and unit price internally imposed in VINALINES.

11. Request the Members’ Council to decide the appointment, dismissal, relegation, commendation, disciplining and salary for these titles: Deputy General Director, Chief accountant of VINALINES; Chairperson and members of the Members’ Council, Chairperson of the enterprise, General Director or Directors and Controllers of single-member limited liability enterprises that VINALINES owns; designate representatives of VINALINES’s holding(s) in other enterprises.

12. Give assignments to Deputy General Directors of VINALINES.

13. Make decisions on the recruitment, contracting, contract termination, appointment, dismissal, commendation, disciplining, salary and allowances for these titles:

a) Directors and Chief accountants of dependent accounting units, branches, representative offices and administrative service units upon approval by the Members’ Council; Vice Directors of dependent accounting units, branches, representative offices and administrative service units.

b) Head and Vice Head of the advisory committee, Chief of Office, Deputy Chiefs of Office in VINALINES upon approval by the Members’ Council.

c) Other managerial titles in VINALINES according to the level of authority of the Members’ Council.

14. Request the Members’ Council to promulgate the financial management regulation upon approval by the Ministry of Finance.

15. Report to the Members’ Council about VINALINES’s activities of production and business. Present to the Members' Council the accounting reports and business plans for allocation of profits and settlement of losses for approval; disclose financial statements as per the laws.

16. Be subjected to examination and supervision by the Members’ Council, Controllers and competent state management authorities with regard to the undertaking of functions and missions as defined in this Charter and in the laws.

17. Impose essential measures beyond authority under emergency circumstances and make prompt reports to the Members' Council and competent state management authorities.

18. Send employees, workers and personnel of VINALINES, members of the Members’ Council or Chairpersons, Controllers and General Directors (Directors) of subsidiary enterprises, in which VINALINES’s holding(s) is 100%, and of inferior units of VINALINES abroad for business, education or personal affairs; admit foreign entities entering Vietnam to work with VINALINES; authorize the Chairpersons, General Directors and Directors of subsidiary enterprises under the full ownership of VINALINES and inferior units of VINALINES to send their employees, workers and personnel overseas for official, educational or personal affairs and to admit foreign entities entering Vietnam to carry out business with them.

19. Have other rights and duties as per the laws, this Charter and the decisions of the Members' Council of VINALINES.

Article 41. Relationship between Members’ Council and General Director in managing and operating VINALINES

1. When organizing the execution of the resolutions and decisions of the Members’ Council, the General Director shall report to the Members' Council about matters inimical to VINALINES for revision to such resolutions and decisions. Members’ Council ought to consider the General Director’s recommendations. General Director has to adhere to the resolutions and decisions though not revised by the Members’ Council; however, the former can maintain opinions and protest to the owner.

2. In 15 (fifteen) days from the end of a month, quarter or year, the General Director shall report in writing to the Members’ Council about VINALINES’ business occurrences and orientation of subsequent activities.

3. Chairperson of the Members’ Council has the right to participate in or delegate representative(s) of the Members’ Council to participate in pre-shift meetings and assemblies, at which the General Director presides, for drafting of projects prior to the presentation of such to the Members' Council. Chairperson of the Members’ Council or representative(s) of the Members’ Council has (have) the right to speak though not to sign the written conclusion of such meetings.

Article 42. Duties and responsibilities of Members' Council and General Director of VINALINES

1. Chairperson and members of the Members' Council and General Director of VINALINES shall bear these duties:

a) Abide by the laws, the organizational and operational Charter of VINALINES and the decisions of the owner of VINALINES upon the undertaking of the rights and assignments.

b) Execute rights and missions given in virtuous, cautious and best manners to maintain VINALINES’s and its owner's legitimate interests to the fullest.

c) Be faithful to the interests of VINALINES and its owner. Neither exploit the information, secrets and business opportunities of VINALINES nor abuse the position and authority or VINALINES’s capital and assets for personal gains or for other entities’ benefits. Give none of VINALINES’s assets to other entities; disclose no confidential information of VINALINES during the tenure as member of the Members’ Council or General Director and in at least three years upon the termination of incumbency as member of the Members' Council or General Director, unless otherwise permitted by the Members' Council.

d) Inform VINALINES timely, adequately and precisely of the enterprises in which the members of the Members' Council, General Director and their related individuals are the owner or major shareholder. Such information must be published at the headquarter and at the inferior units of VINALINES.

dd) General Director ought to report to the Members’ Council about VINALINES’s inadequate repayment of mature debts and asset-related obligations  in order to seek solutions for financial hardship. Every creditor shall also be informed of the finance of VINALINES. In such event, the Chairperson and members of the Members’ Council and the General Director shall be barred from deciding to increase salary or distribute profit as incentives to managerial personnel and workers.

e) Be held personally liable for damage to creditors upon the non-activation of Point dd of this Section when VINALINES inadequately repays mature debts and asset-related obligations.

g) Chairperson of the Members’ Council, members of the Members' Council and General Director of VINALINES must make restitution to their violating the Charter, making a decision beyond authority or abusing the position or authority and inflicting damage to VINALINES and the Government as per the laws and this Charter.

h) Prohibit their spouse, biological or adoptive parents, biological or adopted children, biological siblings to hold the title as Chief accountant or treasurer in VINALINES.

Have the Ministry of Transport informed of economic and social contracts that VINALINES has signed with the spouse, biological or adoptive parents, biological or adopted children and biological siblings of the members of the Members’ Council or of the General Director. If an unsigned contract is deemed to benefit certain individuals, the member(s) of the Members’ Council or the General Director shall be requested not to sign such contract. A signed contract of such nature shall be nullified and the member(s) of the Members’ Council or the General Director shall make amends to VINALINES and be penalized as per the laws.

2. Members of the Members’ Council shall be jointly responsible to the owner and to the law for the decisions of the Members’ Council and for the result and efficiency of VINALINES’s operations.

3. General Director shall be held responsible to the Members’ Council and to the law for operation of VINALINES’ daily activities and for undertaking of rights and assignments.

4. Chairperson of the Members’ Council, member(s) of the Members’ Council or General Director shall be deprived of incentives and salary raise and be disciplined accordingly when committing one of these violations to an extent that it does not constitute criminal prosecution:

a) Lead to VINALINES’s losses.

b) Lead to the loss of state capital.

c) Decide to engage in investment projects that are not effective, obstruct the recouping of investments or generate bad debts.

d) Make no guarantee on salary and benefits for any employees of VINALINES as per the labor laws.

dd) Make no effort or fail to hinder misdeeds in the management of capital and assets, accounting, audit and other activities that the Government has regulated.

5. If the Chairperson of the Members’ Council, as being irresponsible or adhering to none of his functions, missions and authority, commits one of the violations as stated in Section 4 of this Article, he shall be dismissed and make amends as per the laws for the damage caused according to the degree of such violations and consequences.

6. If VINALINES falls into circumstances as defined in Point a, Section 1, Article 39 of the Charter, the Chairperson of the Members' Council or General Director shall be subjected to salary reduction or relegation and shall make restitution as per the laws according to the extent of his violations and consequences.

7. If VINALINES goes bankrupt though the General Director does not file for bankruptcy, he shall be dismissed and assume liabilities as per the laws. If the General Director does not and is not requested by the Members' Council to petition for bankruptcy, the Chairperson and members of the Members' Council shall be dismissed.

8. If VINALINES is subjected to reorganization, dissolution or transfer but relevant procedures are not carried out, the Chairperson and members of the Members' Council and the General Director shall be dismissed.

Article 43. Contracts and transactions between VINALINES and related individuals

1. Contracts and transactions between VINALINES and the following individuals shall be voted on by the Members’ Council, General Director and Controllers by plurality rule on the principle of one vote per person:

a) The owner, authorized representative(s), General Director and Controllers.

b) Related individuals (e.g. spouse, biological and adoptive parents, biological and adopted children, biological siblings) of the persons as stated in Point a of this Section.

Legal representative of VINALINES must provide the draft of the contract or the information of the transaction to the Members' Council and Controllers. Such draft or information shall also be published at the headquarter and branches of VINALINES.

2. Contracts and transactions as stated in Section 1 of this Article shall be given clearance only upon the satisfaction of these requirements:

a) Signers of contracts or makers of transactions are independent legal entities bearing separate rights, duties, assets and interests.

b) Contract price or transaction prices must be market-based upon the signing of the contract or the occurrence of the transaction;

c) The owner abides by the laws on contracts and relevant laws on purchase, sale, loan, borrowing, rent and lease between VINALINES and the owner.

3. Contracts and transactions, which are made in contradiction to Section 1 of this Article, shall be void and settled according to the laws.  Legal representative of VINALINES and contract parties shall make restitution of the damaged caused and gains earned from the transaction or contract to VINALINES.

PART 3. DEPUTY GENERAL DIRECTOR, CHIEF ACCOUNTANT AND ASSISTANT SYSTEM

Article 44. Deputy General Director and Chief accountant

1. VINALINES shall consist of 05 (five) Deputy General Directors and 01 (one) Chief accountant, whose appointment, dismissal, relegation, contract, contract termination, salary and interest are at the discretion of the Members' Council on the basis of the General’s proposals. The tenure of such positions shall not exceed 05 (five) years. Deputy General Director(s) or Chief accountant can be re-appointed or extend the contract of employment.

2. Deputy General Directors shall support the General Director, as designated or authorized by the General Director to operate VINALINES and shall be held liable to the General Director and to the law for their missions that the General Director assigns or delegates.

3. Chief accountant's missions are to conduct the accounting activities of VINALINES, to propose solutions and requisites for financing the business operations and development investment of VINALINES, and to support the General Director to supervise financial activities and make use of financial resources of VINALINES as per the laws on finance and accounting. Chief accountant shall bear rights and duties as per the laws. Chief accountant shall be liable to the General Director and the law for the missions assigned or delegated. The selection criteria of the Chief accountant of VINALINES shall be governed by the Accounting Law and legal regulations.

4. Salary and other benefits of Deputy General Director and Chief accountant shall be subject to the laws.

Article 45. Assistant system

1. The assistant system shall consist of specialized offices and divisions of VINALINES, whose functions are to advise and assist the Members' Council and the General Director to manage and operate business.

2. The functions and missions of specialized offices and divisions shall be defined in written decisions by the Members' Council or General Director on their establishment and assignment according to the internal administration regulation that the General Director formulates and presents to the Members’ Council for promulgation.

3. General Director has the right to propose to the Members’ Council the changes in structure, tenure, quantity, functions and missions of specialized divisions amid operations in accordance with the business activities of VINALINES and as per the laws.

Article 46. Remuneration and benefits for Members' Council, Controller, General Director, Deputy General Director and Chief accountant

Chairperson and members of the Members’ Council, Controllers, General Director, Deputy General Director and Chief accountant of VINALINES shall be entitled to remuneration and benefits according to the business achievements and performance of VINALINES and as per the laws on state-owned single-member limited liability enterprises.

PART 4. INTERNAL CONTROL

Article 47. Internal control

1. VINALINES has an Internal Control Committee that is founded by and inferior to the Members' Council.

2. The missions of the Internal Control Committee are to support the Members’ Council in examining and supervising VINALINES's activities of production, trading, management and operation, to detect, preclude, minimize and rectify errors and risks in VINALINES's business activities in timely manner.

3. Members’ Council shall define the organizational structure, functions, missions, authority, criteria, requirements, remuneration, other matters of the Internal Control Committee and promulgate the operational regulation thereof.

PART 5. EMPLOYEES' MANAGEMENT OF VINALINES

Article 48. Mode of employees’ engagement in management

Employees shall engage in managing VINALINES through:

1. Meetings of employees of VINALINES.

2. Trade union in VINALINES.

3. People’s Inspection Committee.

4. Proposition, complaint and denunciation as per the laws.

Article 49. Content of employees’ engagement in management

1. Employees have the right to provide opinions on:

a) Formation or revision of internal codes and regulations that are publicly announced in the enterprise.

b) Solutions for saving costs, increasing labor performance, upholding occupational safety and hygiene, protecting environment and preventing fire and explosion.

c) Formation and revision of the collective labor agreement and its form.

d) Resolutions that are made in the meetings of employees.

dd) Procedures and formalities for settlement of labor disputes, disciplinary actions and material liabilities.

e) Other matters in direct connection with employees' rights and duties as per the laws.

2. Employees are given discretion over:

a) Engagement in, undertaking of and revising of labor contracts as per the laws.

b) Negotiation of the collective labor agreement and its form.

c) Ratification of the resolutions made in the meetings of employees.

d) Participation in the trade union, vocational or other organizations as per the laws.

dd) Engagement in a strike.

e) Other matters as per the laws.

3. Employees of VINALINES shall examine and supervise:

a) Implementation of the resolutions made in the meetings of employees.

b) Implementation of internal codes, regulations and Charter of VINALINES.

c) Implementation of the collective labor agreement.

d) Implementation of labor contracts.

dd) Implementation of policies for employees; collection of subscriptions for funds that employees contribute to and utilization of such funds.

e) Result of the settlement of complaints, denunciations and labor disputes.

g) Result of emulative activities and annual commendation.

4. Moreover, the employees shall have other rights as per the laws.

5. Employees shall bear the duties of implementing labor contracts and collective labor agreements, adhering to labor disciplines and rules and to the legitimate management of VINALINES.

Article 50. Labor relationship in VINALINES

1. The relationship between VINALINES and employees shall be subject to the laws on labor.

2. On annual basis, the managerial personnel of VINALINES shall be responsible for leading and cooperating with the Executive Committee of the Trade union in organizing a meeting for employees of VINALINES to discuss solutions for actualizing the targets and plans of production and business, which the Members' Council has validated; for assessing  the implementation of the collective labor agreement, rules and regulations of VINAL’NES and other matters in connection with the legitimate and decent rights and interests of the employees.

3. Policies for employees who are made redundant in VINALINES due to business reorganization shall be subject to the laws.

Chapter 5.

RELATIONSHIP OF VINALINES AND INFERIOR UNITS, SUBSIDIARY ENTERPRISES, AFFILIATED ENTERPRISES AND VOLUNTARILY ASSOCIATED COMPANIES

PART 1. MANAGEMENT OF THE INVESTMENTS OF VINALINES IN OTHER ENTERPRISES

Article 51. Investments of VINALINES in other enterprises

PART 1. MANAGEMENT OF THE INVESTMENTS OF VINALINES IN OTHER ENTERPRISES

1. Cash, land use rights, land rental and other assets that VINALINES can invest and contribute into other enterprises.

2. State capital under VINALINES’s management in other enterprises.

3. Shares in privatized enterprises that were state-owned, state capital in limited liability enterprises with a single member and with two or more members.

4. Finances that VINALINES mobilizes for investment.

5. Other criteria as per the laws.

Article 52. Rights and duties of VINALINES in managing investments in other enterprises

1. Members’ Council of VINALINES shall carry out the rights and duties: Of the owner over subsidiary single-member limited liability enterprises; of the joint owner of major holding(s) in limited liability enterprises with two or more members, joint-stock and joint venture enterprises; of the joint owner of minor holding(s) in joint venture enterprises in conformity to the laws applicable to such enterprises.

2. The rights and duties of VINALINES, which the Members' Council of VINALINES conducts, in managing the state capital invested in other enterprises shall include but are not limited to:

a) Decisions on investment, contribution and transfer of holding(s) in other enterprises; adjustment of investment and contribution as per relevant laws and the charters of the enterprises in which VINALINES has holding(s); responsibility for debts and asset-related obligations of the enterprises to the extent of VINALINES's holding(s) in such enterprises.

b) Make decisions on:

- Appointment and dismissal of the members of the Members’ Council or the Chairperson, Director, Controllers of subsidiary enterprises in which VINALINES holds 100% of the charter capital; designation, replacement and removal of delegates and representatives of VINALINES's holding(s); nomination of representatives into the Board of Directors, Members’ Council or Control Committee of the enterprises, in which VINALINES has holding(s), in conformity to the Charters of the enterprises and relevant laws of Vietnam and foreign nations;

- Commendation, disciplining and evaluation of VINALINES’s representatives in the Board of Directors, Members’ Council or as General Director (Director) or Controller of subsidiary enterprises, in which VINALINES holds 100% of the charter capital or has a major holding(s), and of affiliated enterprises;

- Remuneration, incentives and other benefits for representatives, except those who are paid by the enterprises in which VINALINES has holding(s), as per the laws.

c) Give assignments and instructions to VINALINES’s representatives in the enterprises in which VINALINES has holding(s):

- Make decisions on corporate matters according to Point d, Section 21 and Point d, Section 22, Article 32 of this Charter;

- Direct the enterprises to accomplish the objectives that VINALINES has set and to implement the plans for business cooperation between VINALINES and subsidiary enterprises and affiliated enterprises;

- Make regular or ad-hoc reports on finance, business result and other information on the enterprises in which VINALINES has holding(s);

- Report vital matters of the enterprises in which VINALINES has holding(s) to inquire instructions before voting;

- Report the utilization of shares, capital contributions, markets and technology for the objectives and development of VINALINES.

d) Respond to recommendations by the representatives of VINALINES’ holding(s) in other enterprises.

dd) Collect dividends and handle risks from the holding(s) in other enterprises. Capital recouped and profit distributed at VINALINES’s discretion for VINALINES’s business targets. The management of the holding(s), in case of reorganization, shall be subject to the laws.

e) Supervise and examine the utilization of VINALINES’s holding(s) and assume responsibilities for the efficiency, preservation and growth of VINALINES’s holding(s).

g) Examine an supervise the representatives’ actions; identify, impede and improve their shortcomings in prompt manner.

Article 53. Representatives of VINALINES’s holding(s) in other enterprises

1. Members’ Council shall designate, appoint, dismiss and replace representatives. The tenure of a representative shall not exceed 05 (five) years and shall accord with that of the Members’ Council or Board of Director of the enterprises in which VINALINES has holding(s). If VINALINES designates a variety of representatives to an enterprise, each representative’s ratio of representation and a general representative for the group of representatives shall be defined. A representative can be reappointed.

If no representative is designated, the Members’ Council shall directly exercise the rights and duties of the shareholder or contributor of VINALINES’s holding in other enterprises.

2. Representatives of VINALINES shall meet these criteria and requirements:

a) Be a Vietnamese citizen who resides permanently in Vietnam and works for VINALINES.

b) Possess fine abilities and ethics, be honest, upright and healthy for the tasks, be trusted by the enterprises in which VINALINES has holding(s).

c) Comprehend and conform to the laws.

d) Have graduated from a university in economics, finance, accounting or in a main business line of the enterprises in which VINALINES has holding(s); be competent in business and corporate management. Representatives of VINALINES’s holding(s) in joint ventures with foreign entities shall possess a working proficiency in foreign language(s) to interact with foreigners working for such joint ventures.

dd) Be not a spouse, biological or adoptive parent, biological or adopted child, biological sibling of any members of the Board of Directors, Members' Council, Chairperson, General Director (Director) or Chief accountant of the enterprises in which VINALINES has holding(s) and to which such representatives of the holding are assigned.

e) Be not a founding contributor to the enterprises’ capital, a creditor or a signatory to sale contracts with the enterprises in which VINALINES has holding(s) and to which such representatives are assigned to manage the holding(s) in direct manner, except shareholders in privatized enterprises.

g) Be not prohibited from holding a managerial position in an enterprise.

h) Adhere to other criteria as per the laws.

3. Representatives standing for election to the Board of Directors, Members' Council, Chairperson or General Director (Director) of an enterprise in which VINALINES has holding(s) must satisfy criteria and requirements as per the laws and the charter of such enterprise.

Article 54. Rights, duties and interests of representatives of VINALINES’s holding(s) in other enterprises

1. Representatives shall bear the following rights and duties:

a) Represent VINALINES to undertake the shareholder’s or capital contributor’s missions and rights. The representative(s) of VINALINES’s major holding shall exercise the right of ascendancy to direct the relevant enterprise to undertaking VINALINES’ strategies and objectives.

b) Run for a managerial post in the enterprises in which VINALINES has holding(s) according to the charters of such enterprises.

c) Supervise and monitor the finance and business result of the enterprises in which VINALINES has holding(s).

d) Report the finance and business result of the enterprises, in which VINALINES has holding(s), and the efficiency of VINALINES’s holding(s) and other assignments given by the Members' Council of VINALINES on regular basis or at the request of the Chairperson of the Members' Council, the Members' Council or the General Director of VINALINES.

dd) Inquire the Members’ Council and General Director of VINALINES about their opinions before voting on the following matters in a General shareholders’ meeting or a meeting of the Board of Directors or Members' Council of the enterprises in which VINALINES has holding(s): Business orientation, strategies and plans; investment plans and projects; amendments to the charter; amendments to business lines; adjustment of the charter capital; distribution of profit; sale of highly valued assets; organizational structure and other important matters. If several individuals assigned to manage directly a holding engage in the Board of Directors or Members' Council of an enterprise in which VINALINES has such holding, the person whom VINALINES designates to hold primary responsibilities shall chiefly discuss, unify and solicit opinions of the Members' Council and General Director of VINALINES on vital matters of the enterprise prior to voting.

e) Monitor and collect profit and dividend from VINALINES’ holding(s) in other enterprises.

g) Be held responsible to the Members’ Council and General Director of VINALINES for the efficient management and utilization of VINALINES’s holding(s) in the enterprises to which the representatives are assigned to manage the holding(s) in direct manner. If a representative’s non-compliance with reporting regulations, irresponsibility or abuse of authority causes damage to the enterprises and VINALINES, he shall incur liabilities, make restitution for such damage and be subjected to actions as per the laws and VINALINES’ financial management regulation.

h) A representative authorized to exercise VINALINES’s rights and responsibilities over an enterprise in which VINALINES holds over 50% of the charter capital shall be responsible for abiding by the laws, for undertaking precisely the assignments from VINALINES upon his decision on matters as stated in Point d, Section 21, Article 32 of this Charter, and for reporting to VINALINES promptly about the enterprise’s losses, insolvency, failure of objectives and missions that VINALINES has set, or other violations.

h) A representative authorized to exercise VINALINES’s rights and responsibilities over an enterprise in which VINALINES holds over 50% of the charter capital shall be responsible for abiding by the laws, for undertaking precisely the assignments from VINALINES upon his decision on matters as stated in Point d, Section 22, Article 32 of this Charter, and for reporting to VINALINES promptly about the enterprise’s losses, insolvency, failure of objectives and missions that VINALINES has set, or other violations.

k) Bear other rights and duties as per the regulation on the management of representatives of VINALINES’s holding(s) in other enterprises, this Charter and the laws.

2. Representatives shall earn remuneration, incentives and responsibility allowance at the discretion of the Members' Council on case basis and according to the managerial performance of such representatives. The assessment of representatives’ performance shall be carried out according to the regulation on the management of representatives of VINALINES’s holding(s) in other enterprises while their remuneration and allowances shall be granted according to VINALINES’ regulation on financial management as per the laws and upon approval of competent authorities.

Remuneration and benefits for a representative shall be granted as follows:

a) A representative specialized in managing and operating an enterprise shall earn the remuneration and responsibility allowance (if available), incentives and other benefits, at the enterprise's expense as per the laws, according to the charter of the enterprise.

b) A representative holding concurrent positions and not specialized in managing and operating the enterprise shall earn the remuneration, incentives, responsibility allowance (if available) and other benefits at VINALINES's expense as per the laws.

c) When a representative is granted by a joint-stock enterprise the right to purchase shares additionally issued or convertible bonds (except the existing shareholder’s right of purchase), he must report to VINALINES in writing. VINALINES shall decide in writing the number of shares that the representatives can purchase according to their contributions and achievements. VINALINES shall have the right to purchase the remaining amount of shares. A representative of state capital in various enterprises shall be given privilege to choose to exercise his right of purchase in 01 (one) enterprise. Representatives in joint-stock enterprises shall be responsible for transferring to VINALINES the right to purchase the remaining amount of shares.

3. Representatives shall bear other rights and duties as per the laws and the approved regulation on the management of representatives of VINALINES’s holding(s) in other enterprises. If the representatives' violations of the regulation and agreements impair the interests of the Government and of VINALINES, the Members' Council and General Director of VINALINES shall have the right to impose disciplinary actions. Serious violations resulting in criminal prosecution shall be handled as per current laws.

4. The designation, dismissal, commendation, disciplining and remuneration of the representatives shall be subject to the regulation on the management of representatives of VINALINES's holding(s) in other enterprises.

5. Bear other rights, responsibilities and duties as per the laws.

PART 2. RELATIONSHIP OF VINALINES WITH INFERIOR UNITS, SUBSIDIARY ENTERPRISES, AFFILIATED ENTERPRISES AND VOLUNTARILY ASSOCIATED ENTERPRISES

Article 55. Inferior units, subsidiary enterprises and affiliated enterprises of VINALINES

VINALINES has inferior units, subsidiary enterprises and affiliated enterprises. The list of inferior units, subsidiary enterprises and affiliated enterprises that exist upon the approval of this Charter is annexed to this Charter.

Article 56. Relationship of VINALINES with dependent accounting units

A dependent accounting unit possesses neither capital nor assets. Capital and assets in a dependent accounting unit are under the ownership of VINALINES and recorded in the centralized accounting system of VINALINES. A dependent accounting unit of VINALINES can sign economic contracts, conduct business and financial activities, organize their structure and personnel according to the level of authority that VINALINES has defined in the Charter or to the regulation of such unit, which the General Director has formulated and presented to the Members’ Council for approval. VINALINES shall be held liable for financial obligations that ensue from dependent accounting units' commitments.

Article 57. Relationship of VINALINES with administrative service units

VINALINES shall invest in administrative service units’ infrastructure and technical facilities and shall fund such administrative services as a part of VINALINES' general expenditure. The units can cover their spending with revenues and decentralize accounting activities as per VINALINES’s regulations. The units can generate revenues by executing the assignments that VINALINES gives, the contracts for service provision, science research and training, the transfer of technologies with other organizations inside and outside VINALINES. The units shall benefit from the incentive fund and welfare fund as regulated. The matters in direct connection with the stability and growth of administrative service units shall be at the discretion of VINALINES.

Article 58. Relationship of VINALINES with subsidiary single-member limited liability enterprises in which VINALINES holds 100% of the charter capital

1. Subsidiary single-member limited liability enterprises shall be organized and operated as per the Enterprise Law and other relevant laws.

2. VINALINES is the owner of subsidiary single-member limited liability enterprises in which VINALINES holds 100% of the charter capital. Members’ Council of VINALINES shall exercise the owner’s rights and responsibilities over such single-member limited liability enterprises according to Section 20, Article 32 of this Article.

3. Members’ Council of VINALINES shall carry out the owner’s duties to subsidiary single-member limited liability enterprises as follows:

a) Invest adequately in the charter capital of the enterprises.

b) Adhere to the charters of the enterprises.

c) Be liable for the debts and asset-related obligations of the enterprises to the extent of the charter capital of such enterprises; determine and distinguish the governmental owner’s assets and the enterprises’.

d) Abide by the laws when approving the propositions for investment, sale, purchase, renting and leasing of assets and for loan and borrowing contracts of the enterprises.

dd) Ensure the enterprises’ business rights in conformity to the laws.

e) Execute other duties according to the laws.

Article 59. Relationship of VINALINES with subsidiary joint-stock enterprises, limited liability enterprises with at least two members and overseas enterprises in which VINALINES holds more than 50% of the charter capital

1. Subsidiary joint-stock enterprises, limited liability enterprises with at least two members and overseas enterprises in which VINALINES has major holding(s) shall be incorporated, organized and operated as per the Enterprise Law, the foreign nations’ laws, the relevant laws and the charters of such enterprises.

2. VINALINES shall undertake the rights and duties of a major shareholder, member, joint venture participant or capital contributor over a subsidiary enterprise as per the laws and the Charter of such enterprise.

3. VINALINES shall directly manage its major holding(s) in subsidiary enterprises through the representative(s) of VINALINES’ holding(s) in such enterprises.

4. VINALINES shall have the rights and duties over its holding(s) in subsidiary enterprises according to Section 21, Article 32 of this Charter.

5. Subsidiary enterprises shall bear the rights and duties to VINALINES as per the laws and the charters of such enterprises.

Article 60. Relationship of VINALINES with affiliated enterprises

1. Enterprises affiliated with VINALINES are those in which VINALINES holds a minority of such enterprises' charter capital.

Affiliated enterprises shall be incorporated, organized and operated as per the laws commensurate with the legal form of such enterprises.

2. Affiliated enterprises must obtain VINALINES's written approval for the former's use of the latter's brand names and symbols with regard to the content, purpose, scale, time of use and value of such brand names and symbols.

3. VINALINES shall assign representative(s) to carry out the shareholder’s or capital contributor’s rights and duties according to the charters of the affiliated enterprises.

4. VINALINES shall have the rights and duties over its holding(s) in affiliated enterprises according to Section 22, Article 32 of this Charter.

5. Affiliated enterprises shall bear the rights and duties to VINALINES as per the laws and the charters of such enterprises.

Article 61. Relationship of VINALINES with voluntarily associated enterprises

1. Enterprises voluntarily associated with VINALINES shall be incorporated, organized and operated as per the laws commensurate with the legal form of such enterprises in which VINALINES has no holding.

2. Enterprises voluntarily associated with VINALINES must obtain VINALINES's written approval for the their use of the VINALINES’s brand names and symbols with regard to the content, purpose, scale, time of use and value of such brand names and symbols.

3. VINALINES and voluntarily associated enterprises shall bind each other with rights and duties through agreements and contracts on brand name, market, technology, research, training, human resource development and other matters.

Chapter 6.

FINANCIAL ACTIVITIES

Article 62. Adjustment of the charter capital of VINALINES

1. The charter capital of VINALINES is defined in Article 5 of this Charter.

2. The increase in the charter capital of VINALINES, amid its operations, may be sourced from:

a) Investment and development fund

b) VINALINES’s enterprise arrangement supporting fund upon the Prime Minister’s approval for addition of finances.

c) The owner assigns or authorizes VINALINES to carry out the owner’s rights over part(s) or all of the charter capital of another enterprise that is a member of VINALINES.

d) Other sources of additional finances (if available).

3. Ministry of Transport shall decide an increase in VINALINES’s charter capital according to the requests of the Members' Council of VINALINES after reaching an agreement with Ministry of Finance.

4. VINALINES shall disclose the increase in its charter capital and execute the formalities to adjust the charter capital in the Charter as per the laws.

5. The owner is responsible for investing sufficiently in VINALINES’s equity that it has undertook to supplement by the agreed schedule.

Article 63. Management of capital, assets, revenues, expenses, cost price, and profit distribution of VINALINES

1. The management of capital, assets, revenues, expenses and cost price, the distribution of profit and the creation and utilization of funds shall be subject to the laws and specified in VINALINES’s regulation on financial management.

2. VINALINES' regulation on financial management shall be formed on the principle of financial management for state-owned single-member limited liability enterprises. Members’ Council shall be responsible for detailing VINALINES’s regulation on financial management.

The regulation on financial management must at least define:

a) The management, preservation, mobilization and utilization of finances.

b) The management, investment, construction, sale, purchase and utilization of assets.

c) The management of revenues, expenses, cost price, profit and business result of VINALINES.

d) The distribution of profits; creation and utilization of funds of VINALINES.

dd) Financial plan management, accounting, statistics and auditing.

e) Rights, duties and responsibilities of the Members’ Council and General Director for supervising and managing VINALINES’s finance.

g) Financial relationship of VINALINES with subsidiary enterprises and affiliated enterprises.

Article 64. Finance, accounting, audit

1. A fiscal year of VINALINES commences on the 01^st of January and ends on the 31^st of December of a calendar year.

2. By the 31^st of July of each year, the General Director shall present the business plan, investment plan and financial plan of VINALINES for the following year to the Members' Council for approval as per current laws. Members’ Council shall be responsible for sending the annual business and development investment plans of VINALINES to the Ministry of Transport, Ministry of Planning and Investment and Ministry of Finance for summarization and for supervision and assessment of the result of the management and operation by the Members’ Council and General Director of VINALINES of business activities.

3. General Director shall present to the Members' Council the quarterly and annual financial statements of VINALINES and the consolidated report of the consortium of parent - subsidiary enterprises as per the laws. Members’ Council shall verify the annual financial statement, ratify the plan for utilization of net profit, settle VINALINES's losses and subsidiary single-member limited liability enterprises in which VINALINES holds 100% of the charter capital. Members’ Council shall disclose annual statements of VINALINES and consolidated reports of the consortium of parent - subsidiary enterprises. It shall be held liable for the truthfulness of the figures in financial statements and for sending such statements to functional agencies as per the laws.

4. VINALINES shall organize and direct:

a) Internal audits as per the laws. Internal audits support the managerial activities of the General Director and the inspection and supervision by the owner and the Members’ Council.

b) Mandatory audits of the annual financial statements of VINALINES, inferior units and subsidiary enterprises and finalization reports of investment projects as per the laws

5. VINALINES shall disclose its finance as per the Government’s regulations.

6. VINALINES shall conduct the activities of accounting and statistics as per the laws.

Chapter 7.

REORGANIZATION, OWNERSHIP TRANSFER, DISSOLUTION AND BANKRUPTCY OF VINALINES

Article 65. Reorganization of VINALINES

1. The reorganization of VINALINES and relevant approaches shall be at the owner's discretion.

2. VINALINES, when reorganized, shall bear the duties and responsibilities for adhering to the procedures and formalities as per the laws.

Article 66. Transfer of ownership of VINALINES

1. The ownership of VINALINES shall be transferred by:

a) Privatization of VINALINES.

b) Sale of part(s) or all of shares in VINALINES.

c) Other approaches as per the laws.

2. Upon competent authorities’ decision on ownership transfer, VINALINES shall carry out the transfer by the legal procedures and formalities for ownership transfer.

Article 67. Dissolution of VINALINES

1. VINALINES shall be dissolved in the following events:

a) VINALINES suffers unrelenting business losses though not falling into bankruptcy.

b) VINALINES fails the missions that the Government defines though implementing the measures necessary.

c) The continuation of VINALINES is negligible.

2. The procedure and formalities for the dissolution of VINALINES shall be subject to the laws.

Article 68. Bankruptcy of VINALINES

1. When VINALINES is incapable of repaying mature debts upon a creditor's request, the General Director of VINALINES shall apply for the activation of VINALINES’s bankruptcy.

2. VINALINES shall undergo the formalities of bankruptcy as per the Bankruptcy Law.

Chapter 8.

DOCUMENTATION IN VINALINES

Article 69. Access to documentation in VINALINES

1. Members' Council shall be responsible for submitting to the owner and competent government authorities the reports on VINALINES’ finance and operations, on monthly, quarterly and annual basis, as per the laws and this Charter.

2. In case of an emergency, the owner has the right to request in writing the Members’ Council to provide every document in connection with the execution of the owner’s rights as defined in this Charter.

3. General Director shall be responsible for preparing written materials and reporting to the Members’ Council, which shall then provide the documents requested by the owner.

4. Chairperson and members of the Members’ Council and the Internal Control Committee shall have the right to request the General Director and managerial personnel of VINALINES to provide every document in connection with the implementation of the Members' Council’s functions and missions and in relation to the Internal Control Committee’s examination, supervision and evaluation.

5. General Director shall be responsible for organizing the archive and security of VINALINES's documents as per the laws.

6. The employees of VINALINES shall have the right to seek information (not classified) on VINALINES as per the laws.

Article 70. Disclosure of information

1. General Director shall undertake and be responsible for the disclosure of information as per the laws and this Charter. The archive division of VINALINES shall only provide information to external entities according to the decisions of the General Director or the persons authorized by the General Director.

2. Forms, contents and locations for the disclosure of information shall be subject to the laws.

3. General Director shall be responsible for providing information upon competent government authorities’ inspection and audit as per the laws on inspection and audit.

Chapter 9.

SETTLEMENT OF DISPUTES AND AMENDMENT TO THE CHARTER OF VINALINES

Article 71. Settlement of internal disputes

1. Internal disputes in VINALINES shall be settled on the principle of reconciliation and according to this Charter.

2. If concerned entities do not consent to settle disputes according to this Charter, competent authorities’ judgment can be sought.

Article 72. Amendment to the Charter

Amendments to the Charter of VINALINES shall be made when there are discrepancies between the Charter and the laws or competent government authorities' documents. Otherwise, amendments shall be made if required by the Members' Council or requested by the owner. Ministry of Transport shall present the amendments to the Charter of VINALINES to the Government for approval.

Chapter 10.

IMPLEMENTATION

Article 73. Scope

1. The owner of VINALINES, relevant organizations and individuals in VINALINES shall be responsible for abiding by this Charter.

2. Internal regulations of VINALINES, which the Members’ Council or General Director issues, must adhere to the principles and contents of this Charter.

3. Inferior units and subsidiary enterprises of VINALINES shall base on the laws applicable to their juridical personality and on this Charter to formulate then present their Charters or Regulations on organization and operation to competent authorities for approval. The charters or regulations on organization and operation of inferior units and subsidiary enterprises under VINALINES shall not contradict this Charter.

4. When amendments to the current laws lead to their contradiction with this Charter, the laws shall prevail./.

APPENDIX I

THE LIST OF INFERIOR UNITS OF VIETNAM NATIONAL SHIPPING LINES
(Enclosed to the Charter of organization and operation of Vietnam National Shipping lines as approved via the Government’s Decree No. 184/2013/ND-CP dated November 15, 2013)

1. Vinalines Shipping Company.

2. Maritime Manpower Supply Company.

3. Vinalines Petroleum Marine Trade Company.

4. Vinalines Northern Petroleum Trading Company.

5. Vinalines Container Shipping Company.

6. Vinalines Maritime Services Company.

7. Vinalines Can Tho Company.

8. VINALINES’ branch in Hai Phong.

9. VINALINES’ branch in Ho Chi Minh city.

10. Representative office of Vinalines in Singapore.

11. Maritime Project Management Board I.

APPENDIX II

THE LIST OF SUBSIDIARY AND AFFILIATED ENTERRPSIES OF VIETNAM NATIONAL SHIPPING LINES
(Enclosed to the Charter of organization and operation of Vietnam National Shipping lines as approved via the Government’s Decree No. 184/2013/ND-CP dated November 15, 2013)

A. SUBSIDIARY ENTERPRISES

I. SINGLE-MEMBER LIMITED LIABILITY ENTERPRISES

1. Sai Gon Port Single-member Limited Liability Company

2. Hai Phong Port Single-member Limited Liability Company

3. Quang Ninh Port Single-member Limited Liability Company

4. Da Nang Port Single-member Limited Liability Company

5. Cam Ranh Port Single-member Limited Liability Company

6. Nghe Tinh Port Single-member Limited Liability Company

7. Nha Trang Port Single-member Limited Liability Company

8. Can Tho Port Single-member Limited Liability Company

9. Khuyen Port Single-member Limited Liability Company

10. Vinashinlines Single-member Limited Liability Company

11. Hau Giang Maritime Service Single-member Limited Liability Company

12. Camau Shipbuilding Industry Single-member Limited Liability Company

13. Nam Can Port Single-member Limited Liability Company

14. Biendong Shipping Single-member Limited Liability Company

15. Marine Supply Company

16. Vinalines Nha Trang Single-member Limited Liability Company

II. LIMITED LIABILITY ENTERPRISES WITH AT LEAST TWO MEMBERS

1. Vinalines Ships Repair Limited Liability Company

2. Transvina Limited Liability Company

3. Vinalines - Dong Do Ships Repair Limited Liability Company

4. Hai Phong International Container Terminal Limited Liability Company

III. JOINT-STOCK ENTERPRISES

1. Vinalines Dinh Vu Investment Joint-stock Company

2. Vietnam Ocean Shipping Joint-stock Company

3. Vietnam Sea Transport and Chartering Joint-stock Company

4. Vinabridge Joint-venture Company

5. Vinalines Logistics Vietnam Joint-stock Company

6. Dongdo Marine Joint-stock Company

7. Vosa Corporation

8. Vinaship Joint-stock Company

9. Petrovietnam Transportation Corporation

10. Northern Shipping Joint-stock Company

11. Doan Xa Port Joint-stock Company

12. International Shipping and Labour Cooperation Joint-stock Company

13. Vietnam Maritime Development Joint-stock Company

14. Cai Lan Port Investment Joint-stock Company

15. Quy Nhon Port Joint-stock Company

B. AFFILIATED ENTERPRISES

I. AFFILIATED ENTERPRISES (IN WHICH VINALINES HOLDS 20% TO 50% OF THE CHARTER CAPITAL)

1. Vietnam - Japan International Transport Co., Ltd

2. South East Asia Manpower Center

3. Construction Consultation Join-Stock Company for Maritime Building

4. Ben Dinh - Sao Mai Port Development Joint-stock Company

5. VW - Waterfront Vietnam Container Transportation Joint-venture Company

6. Cai Map International Port Limited Liability Company

7. Hai Phong Port Technical Service Joint-stock Company

8. International labour and services joint-stock company

9. Viconship Saigon Joint-stock Company

10. Transporation And Trading Services Joint-stock Company

11. Maritime Transportation and Import Export Joint-stock Company

12. Petroleum Supply and Transportation Joint-stock Company

13. Vat Cach Port Joint-stock Company

14. Seagull Shipping Joint-stock Company

15. Vinalines Real Estate Joint-stock Company

16. Thu Do Securities Joint-stock Company

17. Maritime Informatic and Technology Joint-stock Company

18. Maritime Industrial Service Joint-stock Company

19. Maritime Technical Service Joint-stock Company

20. Saigon Port Service Trading - Construction Joint-stock Company

II. AFFILIATED ENTERPRISES (IN WHICH VINALINES HOLDS BELOW 20% OF THE CHARTER CAPITAL)

1. Saigon Port Import Export and Services Joint-stock Company

2. SP - SSA International Terminal Joint-venture Company

3. Hai Phong Maritime Trading and Investment Joint-stock Company

4. SP - PSA International Terminal Limited Liability Company

5. Sea and Air Freight International Joint-stock Company

6. Saigon Maritime Joint-stock Company

7. Sao Mai - Ben Dinh Petroleum Investment Joint-stock Company

8. Hai Phong Port Service Trading Joint-stock Company

9. Sao Vang Joint-stock Company

10. Hanoi Maritime Joint-stock Company

11. Maritime Technical Service and Supply Joint-stock Company

12. Vietman Maritime Commercial Joint-stock Bank

13. Binh Dinh Shipbuilding - Transportation Joint-stock Company

14. Van Phong Development and Investment Joint-stock Company

15. Vinalines Maritime Vocational College