Decree 69/2014/nd-Cp: About The State Economy And State Corporation

Original Language Title: Nghị định 69/2014/NĐ-CP: Về tập đoàn kinh tế nhà nước và tổng công ty nhà nước

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THE GOVERNMENT.
Number: 69 /2014/ND-CP
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, July 15, 2014

DECREE

About the state economic conglomerate and the housing company. c

________________

Government Law Base December 25, 2001;

Corporate Law Base November 29, 2005;

On the recommendation of the Minister of Planning and Investment,

The government issued a decree on the state economic corporation and the state corporation.

Chapter I

GENERAL REGULATION

What? 1. The adjustment range

This decree states:

1. Founded, reorganization, termination of operations in the form of state economic conglomerate, the state corporation (later called economic corporation, total company).

2. Organization, operation, management, operating in the economic conglomerate, total company.

3. Management, supervision of the state owner for the economic conglomerate, the total company.

What? 2. Subject applies

The applicable object of the decree includes:

1. Economic Group, Corporation with a parent company held in the form of a limited liability company a member owned by the State as the owner or parent company is a holding company, the limited liability company of two or more shares, which contributed to the company. State distribution.

2. The organization, the individual involved in the establishment, reorganization, termination of operations in the form of economic corporation, the corporation and the implementation of management, the oversight of the state owner to the economic conglomerate, the company's total company.

What? 3. Explain words

In this decree, the words below are understood as follows:

1. "The main business sector of the business" is the profession that is established from the purpose of established investment and enterprise development strategies, led by the owner of regulation and delivery of the business when established and during the course of its operations. Business.

2. "The business profession is related to the business ' s main business sector" (the following calls for a related profession) is the auxiliary profession or derivatives industry from the main business profession, on the basis of the conditions and advantages of the business sector. enterprise or use the advantage, the advantages of the main business sector and direct service to the main business sector.

3. "The business profession is not related to the main business business of the business" (the following calls for non-related professions) as the non-derivatives industry or does not grow from the main business profession, the profession is related. Major business.

4. "The relevant object of the parent company" is the organization, personally having direct or indirect relations with the prescribed parent company at Clause 17 Article 4 Enterprise Law.

5. The "Rights of Rights" of a business for another business includes at least one of the following rights:

a) the sole ownership of the business;

b) The right of the shareholder, the dominant capital of the business;

c) Acting directly or indirectly appointing a majority or all of the Board Member or Board Member and General Manager (Director) of the business;

d) Right directly or indirectly determines the approval of the approval, modification, addition of the Charter of the business;

) Direct or indirectly strategic decision, business plan of the business;

e) Other dominant cases under the agreement between the dominant business and the business are dominated and inscribed on the Charter of the Governed Business.

6. "Corporate membership business, corporation corporation" (later called a member enterprise) are businesses owned by the parent company, which directly holds 100% of the charter or distribution rights to that business.

What? 4. Economic Group, Corporate Corporation

1. The economic group is the corporate group, which includes the parent company, the member businesses and the affiliated company; meet the regulatory conditions at the Section 3 Article 9 of this Decree.

2. The total company is a corporate group, consisting of parent company, member businesses and affiliated companies; meet the regulatory conditions at the Section 4 Article 9 of this Decree.

3. Economic Group, total company with no more than three levels of business and structure as follows:

a) The parent company (later called the Grade I-grade business) is the state-owned business that holds 100% of the charter capital or hold dominant rights. The parent company is held in the form of a limited liability company a member owned by the State as a holding company or a holding company, the two-member LLC has a stake, the state ' s dominant capital, which holds the role of nuclear power. the director, which is dominated by member businesses in the economic conglomerate, the company ' s total;

b) The subsidiary of the I-grade business (later known as the Grade II business) is the business owned by the parent company. The Class II business is held in the form of an LLC a member in the case of a parent company that holds 100% of the charter capital or the holding company, LLC's two-member LLC gets up in case the parent company takes power. It ' s

c) The subsidiary of the second-grade business (later known as the Grade III business) is the enterprise II-based business to dominate. The Grade III business is held in the form of a limited liability company member in the case of a Class II business that holds 100% of the charter capital or equity firm, the two-member LLC that returns in the business case. It ' s a Class II career in dominant power.

d) The affiliate company is a holding company, which contributes to the dominant level of the parent company and the subsidiary company; the company does not have the funding of its parent company and its subsidiary, voluntarily participating in the link in the form of bond contracts and has a long-standing attachment to the company. the economic benefits, the technology, the markets, the other services with the parent company or the subsidiary in the economic conglomerate, the company ' s total. The affiliated company is organized in the form of a limited liability company or holding company.

4. The parent company and its member businesses have their own legal status; capital and property; have the right to possess, use, intend to seize its assets under the rule of law and according to the joint agreement of the economic corporation, the corporation. The state is a state equity owner who invested in the parent company. The parent company is the capital equity owned by the parent company in its subsidiaries, the affiliated company.

What? 5. Name and register business

1. Economic Corporation, the company's total name, brand name. The company decided to establish an economic group, the company's total decision-making company, the company's total company, and the name of its parent company.

2. The parent company and its member businesses register business under the rule of law. The naming of the member business is organized in the form of a holding company, the LLC implemented under the provisions of the Corporate Law and the relevant legislation.

The economic conglomerate, the company ' s general holding no legal status and not a business register but must announce the establishment, reorganize, change the number of member businesses, the capital rate at the member businesses, to end its operations under the government. The economic group form, the company's total company for business regioners; the economic focus on regulation at Section 3 and 4 Chapter II Competition Law for the Competition Management Authority.

The sequence, the procedure of announcing the establishment, reorganization, changes in the number of member businesses, the capital rate at the member businesses, ends up operating in the form of economic corporation, the company ' s total implementation under the direction of the Planning Department and the Company. Investment.

What? 6. Party organization and political-social organization in the economic conglomerate, the company ' s total

1. Organization of the Communist Party of Vietnam in the corporation, economics, the corporation that operates under the Constitution, the law and the Charter of the Communist Party of Vietnam.

2. Political-social organizations in the economic group, the corporation that operates under the Constitution, the law and the Charter of the political institutions-that society, in accordance with the rule of law.

3. Economic Group, the company's total facilitalation and support to organize the party, organization of the union and other political-social organizations that operate under the laws of law and the provisions of those organizations.

What? 7. Apply the relevant law and international treaties.

1. The establishment, organization, operation, management and oversight of the economic group, the total company applicable under the provisions of this Decree, Corporate Law, Competition Law and other provisions of relevant legislation. There is a different case between this decree and specialized law that applies to the provisions of specialized law.

2. The case of international treaties in which the Socialist Republic of Vietnam is another regulated member with the provisions of this decree applies to the stipulation of the international treaty.

Chapter II

ESTABLISHMENT, REORGANIZATION, TERMINATION OF OPERATION IN THE FORM OF ECONOMIC CORPORATION, CORPORATION CORPORATION

What? 8. Founded the Economic Group, Corporate Corporation

1. Economic Group, corporation corporation established on the basis of a state corporation or company group that meets regulatory conditions at Article 9 of this Decree.

2. Economic Group, the total company established in the following forms:

a) Sapplicable or incorporated enterprise;

b) Acquisition of the shares or the portion of the capital;

c) Investment, inherent in tangible or invisible assets;

d) Other forms of link due to self-agreed businesses, not contrary to the laws of law.

What? 9. The conditions of the founding of the economic group, total company

1. The government only considers the choice of total company as the core of the economic conglomerate when fully responding to the conditions at Section 2 This and the new establishment of economic corporations, the company ' s total when fully responding to regulatory conditions at Section 3 and 2017. This is four of these.

2. The state company General selected as the core barrel of the economic group must fully meet the following conditions:

a) Business has interest in the three (03) years adjacent to the year selected;

b) The financial situation is valued at the level of safety assurance;

c) Human resource capacity and labor productivity is higher than the average level of other businesses operating in the same sector, the field of operation; and

d) Equipment-based, advanced level technology; modern management;

Management has a partial effect, part of which contributes to other businesses;

e) operating in nationwide and abroad.

3. The expected economic group to be established must meet the following conditions:

a) There is a major industry, industry, manufacturing sector, product supply, product supply, special service in ensuring national security of economics; creating the foundation of national economic infrastructure; creating incentives to enhance the competiability of competition. business and the entire economy. The Prime Minister rules the industry, the business sector is considered to establish economic conglomerate in each of the periods;

b) The parent company in the economic conglomerate must meet the following conditions:

-The charter capital of the parent company is no less than $10,000. Where the parent company is held in the form of a holding company, a two-member LLC has to be a minimum of 75% of the parent company's charter capital. The Prime Minister considers, deciding on the case of a charter capital or state capital rate on the charter capital of the parent company less than this regulation.

-There is a sufficient source of manpower, experience and business capacity and related professions; investment management and executive management, coordination of subsidiaries, affiliated companies.

-It is possible to use technology tips, brands, markets to dominate subsidiaries and conduct links with other affiliated companies.

-There are financial resources or feasible methods to mobilize financial resources, invest enough capital into subsidiaries and affiliated companies.

c) The economic conglomerate must have a minimum of 50% of the number of subsidiaries operating in the sutures, key jobs in the sector, the main business sector and total equity value, the share of the parent company at these subsidiaries is at least 60% of the total capital. The investment of the parent company in its subsidiaries, the affiliated company.

The parent company owned 100% of the charter capital must be established companies to develop, holding the technology tips that serve directly to the task of carrying out tasks, the parent company's main business profession.

4. The company ' s total planned development must meet the following conditions:

a) There is industry, the main business sector in one of the sectors, the manufacturing sector, product supply, key service that creates the foundation for industry development or territory; creating incentives to enhance the competiability of businesses and industry. Or territory. The Prime Minister rules the industry, the business sector is considered to form the total company in each period;

b) The parent company in the corporation must meet the following conditions:

-The charter capital of the parent company is no less than 1,800 billion dollars. For the parent company to be held in the form of a holding company, the company's two-member LLC has to be at least 65% of the parent company's charter capital. The Prime Minister considers, deciding on the case of a charter capital or state capital rate on the charter capital of the parent company less than this regulation.

-There is a sufficient source of manpower, experience and business capacity and related professions; investment management and executive management, coordination of subsidiaries, affiliated companies.

-There are financial resources or feasible methods to mobilize financial resources, invest enough capital into subsidiaries and affiliated companies.

c) The corporation must have a minimum of 50% of the number of subsidiaries operating in the sutures, key jobs in the sector, the main business sector and total equity value, the share of the parent company at these subsidiaries is at least 60% of the total capital investment. The company of the parent company of our subsidiaries, the affiliated company.

The parent company owned 100% of the charter capital must be established companies to develop, holding the technology tips that serve directly to the task of carrying out tasks, the parent company's main business profession.

What? 10. Presentation, the procedure of founding the economic conglomerate, the company ' s total

1. The regulatory base stipulated at Article 9 of this Decree, the Prime Minister decides whether the parent companies in the company 's total, the company group are allowed to build the Project to establish an economic conglomerate, the total company in each period on the Ministry of Management' s proposed basis. sector, the Provincial People's Committee, the Central City Committee (later called the Provincial People's Committee) and the initiative of the Ministry of Planning and Investment.

2. Member Council or delegate on the authority to exercise shareholder rights, state membership (later called a proxy representative) at the parent company within the company, the company group is responsible for the construction of the project to establish a business corporation. The General Manager of the Department of Public Affairs, the People's Committee, considers, for the idea to complete the Project.

3. The profile of the economic conglomerate, the company ' s total company:

a)

b) The project to establish an economic corporation, the corporation.

The project includes the following basic content: The necessity, the purpose of establishing the economic conglomerate, the company total; the organization of the management and operations of the corporation, the company group; the form method and the economic group structure, the corporation; the construction method. building, maintaining and developing the forms of links between parent company with member businesses and between member businesses; the establishment of parent company, including the parent company equity methodology for corporate formation. economics at the same time with the shares of the parent company; the legal form, name, organizational structure and management of the parent company; name, legal form, organizational structure and management. of the member businesses; the main business profession and the relevant profession; the structure of investment in the professions in the economic conglomerate, the corporation; the method of use, the development of management leadership at the parent company; the human resources. implement the functional representation of the parent company at its member businesses; the business of business operations of the economic conglomerate, the corporation; the analysis of the effective indicators of the establishment of the economic conglomerate, the corporation compared to before the success of its membership. set; evaluating the economic impact-society and the suitcase of the establishment of economic conglomerate, the company ' s total with the planning, development strategy and development. industry, sector, territory; report making procedures on economic focus on the regulation of competition law; organization, operation, management, operating within the economic conglomerate, the corporation; the information system and the information system for information information. during the entire economic group, the company ' s total; roadmap and project execution plans.

c) The draft of the parent company.

4. Judge:

a) To the establishment of the economic corporation:

-Industry management of at least eight (08) original sets of records recommend the establishment of the Economic Corporation to the Ministry of Planning and Investment.

-The Ministry of Planning and Investment chaired the opinion of the ministries: Finance, Labor and Social Affairs, Internal Affairs, Provincial People's Committee where the parent company set up its headquarters and at least three (03) independent economic experts.

In the thirty (30) days of work, since the date received the Filing Proposal to establish an economic conglomerate, relevant agencies and individuals have text to the Ministry of Planning and Investment to engage opinions on the content of the functional range, the mission of the company. I'm

-In the fifteen (15) days of work, since the date received by the written opinion of the relevant authorities, the Ministry of Planning and Head of the Prime Minister ' s Office of Government Records and reports of the Case appraisal recommended the establishment of the economic group to Prime Minister. Look, it's decided.

b) For the creation of the total company:

-Industry Department, Provincial People's Committee of the Year (05) of the original file sets the creation of the corporation and presiding over the opinions of ministries: Planning and Investment, Finance, Labor-Trade and Social Affairs, Home Affairs, Ministry of Industry Management (for the Corporation of the Committee) The People's Provincial Committee, where the parent company is headquartered (for the company's corporate headquarters).

-In the fifteen (15) days of work since the date of receiving the proposed filing into a corporation, the relevant agencies have the text to the Department of Industry Management (for the Corporation of the Department of Industry Management), the Provincial People 's Commission (for the company' s total). of the Provincial Committee of the Provincial People's Committee) to engage in the opinion of the content of the functional range, the mission itself.

-In the fifteen (15) days of work, since the date received by the written opinion of the relevant authorities, the Department of Industry Management, the Provincial People ' s Committee sets up the appraisal report, the interpretation of the opinion reception of the relevant agencies, the completion of Lake. The Prime Minister, and the Prime Minister, review.

5. Appropriation:

Based on regulatory conditions at this decree and the appraisal report, the Prime Minister approved: The proposal to establish an economic consortium; advocated the creation of the headquarters of the Ministry, the Provincial People's Committee.

6. Deploy implementation of the Project to establish economic conglomerate, total company:

a) To the economic group:

-The case of establishing an economic group with a parent company operating in the form of a limited liability company a member owned by the State-owned by the Government: The Prime Minister decided to form a parent company; appointing the Chair of the parent company. following the Ministry of Industry's recommendation after the appraisal of the Ministry of the Interior. The Minister of Industry Management decides to appoint a member of the Board of Staff, General Manager, Corporate Controller of the parent company. The Minister of Finance decided to appoint the Chief Financial Officer of the parent company.

-The case of establishment of an economic group with a parent company operating in the form of a holding company, the limited liability company of two or more shares, the dominant capital of the State and the newly formed case of the economic conglomerate that just transformed the company. The parent company is a holding company, the two-member LLC has a stake, the state's dominant capital: The Minister of the Department of the Department of Management defines a proxy representative at the parent company; the decision to send participants to the Chair and the Chair. The Board of Directors, the parent company.

-Member Council or authorized representative and the elected Member of the Board of Directors of the parent company is responsible for the exercise of the right to govern in the direction of the Grand Council of the East, the Council Member and the Board of Directors of the parent company continue to deploy. declare the project; develop the forms of association within the parent company group-the subsidiary, among the member businesses during the implementation of the project implementation and operation of the economic conglomerate. A member council or authorized representative at the parent company must report the owner of the implementing situation implementing the Project, the difficulties, entanging and coordination with the relevant authorities for implementing the implementation.

b) For the total company:

-The case of the founding of a corporation with a parent company operating in the form of a limited liability company a member owned by the State as the owner: Minister of Industry, Chairman of the Provincial People's Committee decided to establish a parent company; appoint Chairman. Member of the Board, Member of the Board, General Manager, Corporate Controller.

-The merger of the company's company with a parent company operating in the form of a holding company, LLC's two-member LLC has a stake, the company's dominant capital, and the company that has just established a corporation that just transformed its parent company. The company's holding company, the company's two-member LLC, is a member of the state: the Minister of the Department, the chairman of the Department of the Provincial People's Committee on behalf of the authorized representative at the parent company; the decision to send people. participate in the presidential candidate and board member, the parent company member council.

-Member Council or authorized representative and the elected Member of the Board of Directors of the parent company responsible for the exercise of the right to govern for the orientation of the Grand Council of shareholders, Council of members and the Board of Directors of the parent company continuing. implement the implementation of the Project; develop forms of association within the parent company group-the subsidiary, between member businesses during the implementation of the project's project and operation. A member council or authorized representative must report the owner of the situation to implement the Project, the difficulties, entanging and coordination with the relevant authorities for implementing the implementation.

7. For the company ' s general case, the company group self-developed fully meets the regulatory conditions at Article 9 of this decree, the sequence, the procedure of establishing the economic conglomerate, the total company implemented as follows:

a) For the total self-developed company that fully meets the conditions of founding the economic corporation:

-A member council or authorized representative at the parent company construction report proposes to establish an economic corporation and send the Department of Industry Management.

-The Department of Public Administration reports to establish an economic consortium that sends the Ministry of Planning and Investment. The Ministry of Planning and Investment took the initiative of the Ministry: Finance, Labor-Trade and Social Affairs, the Interior and the Provincial People's Committee where the parent company is headquartered. The Ministry of Planning and Head of the Prime Minister reports the general opinion of the relevant authorities to the Prime Minister to review, decide.

b) For the self-developed company groups that meet the full condition that established the total company:

-A member council or authorized representative at the parent company construction of the Report recommended the creation of the corporation and sent the Department of Industry or Provincial People's Committee.

-Industry Department or Provincial Committee of the People's Department of the Provincial Affairs Report proposes to establish a corporation and take the opinion of the ministries: Planning and Investment, Finance, Labor-Trade and Social Affairs, Home Affairs, Ministry of Industry Management (for the Corporation of the People's Committee) province), the Provincial People's Committee where the parent company is headquartered (for the company's total company management). The Department of Public Affairs, the Provincial Committee of the People's Department of the Provincial Committee, is reporting a general opinion of the opinion of the agencies involved in the Prime Minister's plan to review it.

What? 11. Organisation for Economic Corporation, Corporate Corporation

1. Economic Group, the total company that is reorganized in the following forms:

a) Unity of the parent company with one or several other companies of the same type but still being owned by the State as owner or holding shares, which contribute;

b) Sapplying the parent company with one or several other companies of the same type but still being owned by the State as owner or holding shares, which contributed;

c) Divide the parent company into a number of companies of the same type and the State still owning or holding shares, which contribute to;

d) Separate the parent company into a number of companies of the same type and the State still owning or holding shares, which contributed;

) Switching the parent company is operating in the form of a limited liability company a member owned by the State as the LLC to a two-member LLC or a holding company but still controlled by the State.

e) Increase, reduce the number of second-grade businesses, level III.

2. Organizational Conditions:

The economic conglomerate, the company ' s total reorganization is reorganised when fully responding to the following conditions:

a) In accordance with the Arrangement Overall Scheme, the business innovation of 100% of state capital has been approved by the Prime Minister. In case of reorganization of the economic conglomerate, the total company has not yet been regulated at the planning of the Presidency, in exchange for enterprise 100% of state capital approved by the Prime Minister, the Department of Industry Management (for Economic Corporation, the Corporation for Regulation) at paragraph 2 Article 7 of the Digital Decree 99 /2012/NĐ-CP November 15, 2012 of the Government on Assignment, Devolve Implementation Of Rights, Responsibilities, obligations of state owners to state enterprises and state capital invested in the business (after this is called the Digital Protocol). 99 /2012/NĐ-CP ) and the company's total company, the Provincial People's Committee (for the Corporation of the Provincial People's Committee) must present the Prime Minister's decision;

b) The economic corporation, the following company, has to fully meet the regulatory conditions in Article 9 of this decree.

3. Presentation, reorganization of the economic conglomerate, total company:

a) The reorganization of the economic conglomerate, the total company in the form of merger, mergers, division, separation of the parent company implemented by law on reorganization of the company and the overall scheme of arrangement, innovation enterprise 100% of state capital has been Prime Minister. It was approved;

b) The reorganization of the economic conglomerate, the total company in the form of increasing form, reducing the number of business grade II, the Class III implementation under the overall scheme of arrangement, innovation enterprise 100% state capital has been approved by the Prime Minister.

What? 12. End of operation in the form of economic conglomerate, total company

1. Economic Group, the total company must end its operation in the form of economic corporation, the total company in the following cases:

a) The parent company is dissolved, bankrupt;

b) Economic group, the total company no longer meets the regulatory conditions at Article 9 of this decree;

c) The parent company is merged, merging with the other business that the State does not hold shares, which contributes;

d) Other cases by government regulation, Prime Minister.

2. The sequence, procedure:

a) The case where the parent company is dissolved, the bankruptcy follows the law of the dissolution, the bankruptcy. The Ministry of Finance directed debt handling; the Ministry of Labor-Trade and Social Affairs guides the regime, policy towards the worker when the parent company dissolved in the economic conglomerate, the company ' s total;

b) The case of economic corporation, the total company no longer meets the stipulated conditions at Article 9 of this Decree implementation, in exchange for a business of 100% of state capital approved by the Prime Minister.

Annually, the Department of the Department of Public Affairs, the Provincial People's Committee, performs a review and offers:

-The Ministry of Planning and Investment Planning and the Prime Minister decided to end the operation in the form of economic corporation on the case of the economic group that did not meet the stipulated conditions at Article 9 of this decree.

-The Prime Minister approv. advocated an end to operating in the form of a corporation for companies that do not meet regulatory conditions at Article 9 of this decree.

Chapter III

MANAGEMENT, OPERATING IN THE ECONOMIC CONGLOMERATE, GENERAL COMPANY

Item 1

MANAGEMENT, EXECUTIVE OF THE ECONOMIC CONGLOMERATE, GENERAL COMPANY

What? 13. Principles of Management, Executive of Economic Group, Corporate Corporation

Management, running the economic conglomerate, the total company that does follow one or some of the following methods:

1. Manage, run through the parent company.

2. Management, run through investment forms, links; agreements, cooperation using joint service in the entire economic conglomerate, total company; implementing regulations, standards, general pricing throughout the economic corporation, the total non-unauthorized company, the company, and the company. with the rule of law; using products, services of each other according to market principles.

3. Other methods follow the regulation of law and in accordance with the Charter of the Member Businesses.

What? 14. Management, run the economic conglomerate, the company ' s total through its parent company.

1. The parent company represents the economic conglomerate, the total company that performs joint operations of the economic conglomerate, the total company in relation to the third party in and out of the country or other activities under the agreement with the membership and regulatory business. of the relevant law.

2. The parent company uses the right, obligations of the owner, shareholder, member at the member business to coordinate, orientate the following activities of the economic conglomerate, the company ' s total company;

a) Use the management apparatus, run at the parent company or establish its own department for research, strategic planning, coordination solution proposals, orientation of regulatory activities at paragraph 3 This Article to the board of the Board Member or Board of Directors. the parent company through; through the authorized representative at its subsidiaries, the company links the implementation of the coordination content, the regulation orientation at Clause 3 This Article;

b) Through the implementation of economic contracts, contract contracts jointly with subsidiaries, companies linked to coordination, the operational orientation of the economic corporation, the company's total;

c) Building the unified processes in the economic conglomerate, the company ' s total.

3. Coordinated content, the orientation of the parent company including:

a) Construction, implementation of the development strategy, joint business coordination plan of the economic consortium, total company; oriented business strategy of subsidiaries under development strategy, joint business coordination plan of the company, and the company ' s joint business strategy. economics, total company; construction and organization implementing regulatory, executive, and standard processes, the definition of unified application in the economic corporation, the company's total;

b) Classification of member business by position and importance in the joint development strategy of the economic corporation, the company total; define the portfolio of business professions, key member enterprise portfolio; business orientation; and business. member according to the main business profession; management and orientation of the representative under the mandate to guarantee the distribution rights of the parent company at key member businesses;

c) Planning a Limited, long-term business production plan of member enterprises;

d) oriented towards operational goals, investments, business production indicators; assignment, specialization, cooperation; access, expansion and market share, export, brand use, information services, research and application of technology science, and more. training and other activities of the membership business according to the general policy of the economic conglomerate, the company ' s total company;

Construction and implementation of the economic conglomerate brand management process, total company; the orientation of the general element in the name of the individual subsidiaries, the affiliated company;

e) Origation to the organization, cadres for subsidiaries;

g) The orientation of the Charter, control of the regulatory capital structure of the subcompany;

h) Send a representative under the authority to participate in the management, run at your company. Enacted and implement the conduct of the gesture, substitution, oversight, assessment of the activity of the authorized representative; the regulation of matters must be adopted by the parent company before the delegate by the decision to decide or join the decision at the companies. You, the company.

i) As a combination of the resources of the member enterprise, the associated business to implement the bidding and deployment of joint projects by subsidiaries, the company aligned with the agreement and implementation;

l) Impleming and providing research services, technology transfer, marketing, commercial promotion, and other services to the subsidiary, company affiliated;

l) Coordinate the formation, management and use of mutual funds; financial oversight and risk control; financial operational support (capital procurement, capital support and other forms) for the member business in the economic conglomerate, the company ' s total when it was announced. It was recommended by the business.

m) Coordinate implementation of administrative work, dealing with partners for member enterprise in the economic conglomerate, the company's total when it is recommended; implementing the work of utility and work done by the State of the State or ordered by the corporation. economics, total company;

n) Setting, connecting the network of information to the entire subsidiary, the affiliate company in the economic conglomerate, total company;

o) Building the merger of the merger of the parent company and its subsidiary;

p) Join the subsidiary company, the affiliate company in the implementation of joint operations;

q) The organization of the implementation of the monitoring of orientation, regulation, coordination between parts of the parent company;

r) Other activities are consistent with the characteristics of each economic group, the corporation, which regulates the relevant law, the Charter of the parent company, and the Subsidiary Charter, the affiliated company in the economic conglomerate, the company's total company.

4. The parent company and its subsidiary, the company ' s rights to the rights and obligations of the business under the rule of law; self-responsibility before the law on its business production activities; tolerance of rights, obligations under the bond contract, the agreement said. It ' s between businesses.

5. Coordination, orientation in the economic conglomerate, the total company must conform to the rule of law; the Charter of the subsidiary, the affiliated company; the rights of the owner at the parent company or the agreement between the parent company with its subsidiaries, the affiliated company; the location of the parent company for each operation combined with the subsidiary, the affiliated company.

Where the parent company abuses its position, intervenes outside the jurisdiction of the owner, member, shareholder or contrary to the links and agreements between the business group member businesses, the company 's total, which damages the interests of the company' s business. A member of the team, the relevant parties, the parent company and the relevant persons are responsible under the provisions of Clause 3, 4, 5, and 6 Articles 147 Corporate Law and other provisions of the relevant law.

What? 15. The responsibility of the parent company in management, operating the economic corporation, the company ' s total

1. Accountable to the owner of the guarantee of the objective of the main profession business and other objectives provided by the owner. Under the supervision of the portfolio owner, the project invitetifully investments in finance, banking, insurance, securities, real estate (except for economic corporations, total companies operating in these areas).

2. Managing portfolio at the parent company aims to ensure conditions on the investment and business structure of regulation at Article 17; tracking, overseeing the portfolio of the parent company at the subsidiary; tracking, overseeing the company 's business profession, and the company' s business. You.

3. Provide information and reports of regulatory content at Article 37, 38, 39 of this decree.

4. Set up the organization that provides services to the member business in the economic conglomerate, the company ' s total.

5. Report and bear the oversight of the competitive management agency on the economic focus on the economic conglomerate, the company ' s total.

6. Make the obligation of the business in accordance with the registered type and other obligations under the rule of law.

7. Build and implement the applicable effective assessment system applicable to the authorized representative at the member business by the rule of law.

8. Build and implement the management personnel policy at the parent company and for the authorized representative at the member business. The management personnel policy must include:

a) The criteria for experience and management qualifications;

b) The selection method and process (including the examination), the appointment of the management leadership of the parent company; the selection, the nomination to grant choice authority, appointed the title of management leadership of the parent company; selection, nomination for business. The capital of the parent company elected to the Board of Directors, the Board of Business members; the selection (including the exam), the appointment of the parent company of the parent company at another business;

c) The effective management efficiency rating system applies to leadership cadres, key management at the parent company, the subsidiary and authorized representative at the member enterprise in the entire economic corporation, the total company;

d) The principles and methods of pay and reward are competitive;

Violations of the breach.

9. Your company ' s guide to form the operating system, the unified accounting of centralized funds.

What? 16. Management, run in the economic conglomerate, the company ' s total through investment form, bond and investment.

A member enterprise in the economic conglomerate, the corporation can use the following forms to ensure the connectivity between member businesses in management, operating the internal business corporation, the company's total company:

1. Investment, purchase, sale of products, services; support for technology; brand development between member businesses.

2. Agreement on the internal credit mechanism of the economic conglomerate, the corporation; the credit guarantee mechanism; the fund formation is not contrary to the rule of law.

3. Meeting of the conference or consultation meetings:

a) Between the manager, the executive at the parent company and the authorized representative at the member business to navigate, regulate, coordinate the regulatory activities at Clause 3 Article 14 This Protocol and deploy the content of the strategy, orientation, and orientation. major development of the economic conglomerate, the total company;

b) Between the functional parts of the parent company and of the member business to deploy specialized problems.

4. The transfer of the delegated representative is the head of the leadership between the subsidiaries.

What? 17. Regulation of investment restrictions and on the business profession in the economic conglomerate, the company ' s total

1. The dominant business is not contributing, buying the shares of the business that holds the dominant rights in the same economic conglomerate, the company ' s total. Businesses are dominated in the same economic conglomerate, the total company that is not funded, buying shares to own cross-ownership.

2. The investment capital investment of the parent company operates in the form of a limited liability company a member made by the State as a government-based entity on the government ' s regulation of state capital investment into the business and financial management of the company. The state holds 100% of the charter capital.

3. The parent company, the member business of the economic conglomerate, the company ' s total head of business and the relevant profession according to the regulation of this decree and the relevant legislation is subject to the oversight of the owner on the investment, the capital rate. Investment and investment in business and business are related. The parent company, which is a member of the business conglomerate, is not business-related.

State-owned representative approx or handed over to the authorized representative at the enterprise that exercise the rights of shareholders, members of the dominant member to:

-Announce the business of the main business profession;

-Decide the adjustment or change to the main business profession;

-Overseeing the business of relevant professions.

Item 2

FUNCTION, RIGHTS, OBLIGATIONS, THE PARENT COMPANY MANAGEMENT ORGANIZATION IS THE COMPANY.

THE LLC A MEMBER IS OWNED BY THE STATE.

What? 18. Funcability, management organization, parent company operation.

1. The parent company performs the direct function of producing business and investing financial assets into other businesses or only implementing financial investment in other businesses.

2. The management organization, the activities of the parent company in the economic conglomerate and the company general regulations at Clap 2 Article 7 Digital Protocol 99 /2012/NĐ-CP following: Charter of the Government of the Government; Regulation of Financial Management provided by the state agency with the authority to approve and the law is relevant.

3. The management organization, the activities of the parent company in the companies companies are not regulated at Section 2 Article 7 Digital Protocol. 99 /2012/NĐ-CP It is: Charter is approved by the Ministry of Public Affairs, the People's Committee of the Provincial People's Committee; the Rules for Financial Management are approved by the state authority and the law is relevant.

What? 19. Rights, obligations and organizational structure of the parent company

1. The parent company performs the rules and obligations under the regulation at the Enterprise Law.

2. The parent company has a management structure consisting of the Board of Directors, General Manager, Controller, and the Ministry of Controllers. Duties, powers, the working mechanisms of the Council of Members, Control, General Manager, Deputy Director General, Chief Accounting Officer and the Department for the Regulation of Corporate Law and Articles 20, 21, 22, 23, 24, 25, 26, and 27 of this decree.

The Prime Minister decides to structure the management of the parent company operating in the field of special forces.

The salaries, salaries and other benefits of the Member Council member, the General Manager and Chief of Staff under the provisions of the law on labor, wages.

What? 20. Rights, the responsibility of the Council of members

The member council is the direct owner representative at the parent company, which has the rights, the responsibility of regulation at Article 14 of the number 99 /2012/NĐ-CP.

What? 21. Member Council Member

1. The member of the parent company that includes the parent company, which is composed in charge and not in charge. The term of membership of the Member Council is not too late (05) the year, the Member Council can be reappointed.

2. For the parent company in the economic conglomerate and the company general regulation at Section 2 Article 7 of the Digital Protocol 99 /2012/ND-CP, The number of members of the Council of members is no more than seven (07) persons; including a maximum of one (01) member participating in the parent company. The special case required more than seven (07) members of the Council of members, the Minister of State for the Office of the Prime Minister, reviewed, decided.

3. For the parent company in companies that are not regulated at Clause 2 Article 7 Digital Protocol 99 /2012/ND-CP, The number of members of the Council of members is not too long (05) of persons; of which a maximum of one (01) members run the parent company. The special case needs more than five (05) members of the Council of members, the Minister of the Department of Public Affairs, the Chairman of the Provincial People's Committee, reports the Prime Minister review, approv.

4. A member of the parent company Council must meet the following basic standards:

a) resident in Vietnam. The Chairman of the Board must be Vietnamese citizens;

b) graduated from college and has business capacity and business management. The President of the Member Council must have at least three (03) years of management experience, which runs the business of the parent company ' s main business;

c) There is health, good moral qualities, honesty, integrity, knowledge of law and having a sense of law enforcement;

d) Not as leadership cadres in the state apparatus or political organization, political organization-social organization or management positions, operating at the member business; and the management of the government.

not an object that is prohibited from taking charge of management, operating the business by regulation at Points b, c, e, e, g 2 Articles 13 Corporate Law;

e) Other standards stipulate at the Charter of the parent company.

5. Members of the Member Council are dismissed and replaced in the following circumstances:

a) A violation of the law to the extent of being prosecuted or cases of being dismissed, replaced by the Charter of the parent company; in this case, the Board of the Member, the Controller has the right to recommend the additional owner representative body, replace the Member of the Council. Yes, yes.

b) There is no power, the qualifications for which the work is delivered; lost or restricted to the power of the people;

c) Please resign;

d) When there is a decision to move or layout other work;

not honest in the execution of powers or abuse of status, powers to gain for yourself or for others;

e) When the company does not complete the tasks or is only due to the owner of the transaction without the process of the objective cause and is accepted by the owner;

g) Other cases by the decision of the owner in accordance with the regulation at the Charter of the parent company.

What? 22. Chairman of the Board of members and the machine that helps the Council membership

1. Chairman of the Board of Non-General Manager of the parent company. The provision of the parent company specifies the President of the Member Council or the General Manager as a representative under the law of the parent company.

2. The President of the Member Council performs the rights, the mandate stipulated in Clause 2 Articles 49 Corporate Law and other rights and tasks stipulated at the Title of the parent company; take accountability and take responsibility before the owner of the delay. or do not sign the decisions of the Council of members.

3. Base at the request, the special needs of the parent company and after the approval of the Department of Industry Management, the member council of the parent company in the economic consortium may form the advisory institution or some of the following advisory boards due to members of the Member Council. Chief:

a) The Board of Finance has a mandate to help the Board Member to determine the goals, long-term and medium-term financing; principles, financial management mechanisms implemented throughout the entire economic consortium; implementing the appraisal of contracts, investment projects, and others. The other financial issue under the jurisdiction of the Council of the Membership;

b) The personnel, salaries, and bonuses are tasked with building the rules, standards of selection, use, personnel management, labour execution throughout the entire economic group; selection, senior personnel nominees; money, remuning, bonuses of cadres, etc. key to the economic group and the issues of personnel, salaries, other bonuses under the jurisdiction of the Council of the Membership;

c) The Audit Board, supervised by the task of carrying out inspections, monitors the operational activities, uses and distributes the resources in the economic consortium; supervising the implementation of the accounting sequence and the implementation of the Council Member ' s decisions on the plan. accounting, audit, finance;

d) Some other bands (if any).

The operating costs of the Board of Regulations at paragraph 3 This is taken from the business under the guidance of the Ministry of Finance.

What? 23. Control.

Standards, conditions, operational modes, duties, powers, the obligations of the Prescribed Control at the Rules of Operations of the Corporate Controller LLC a member held by the State to hold 100% of the charter capital granted by the Prime Minister. Go.

What? 24. General Manager

1. The Director General is the executive operator of the company ' s day-to-day operations by the goal, plan and the resolutions, the decision of the Council of members in accordance with the Charter of the parent company; accountable to the Member Council and before the law on the implementation. The right and the task are delivered.

2. The Director General is appointed, reappointed, dismissed, contracted, termination of contract, commendation, statutory discipline at the UN Digital Protocol. 99 /2012/NĐ-CP And the law is relevant. The charter of the parent company specifies the standard and conditions for the General Manager. The term of the General Director is not too long (05) years.

3. The General Manager has the mandate, the authority stipulated at Article 70 Enterprise Law and duties, the following powers for the member business:

a) Building a business coordination method between the member of the Member Council; the organization implementing joint business coordination plans, the investment plan between member enterprises; and the company.

b) Check out member units that implement the rating, standard, regulatory order within the internal business corporation, the corporation;

c) recommended that the Member Council decide to send representatives under the authority of the parent company in another business.

4. General Manager performs regulatory obligations at Article 72 Corporate Law, other obligations stipulated at the Charter of the parent company and the signed contract.

5. General Manager is replaced in the cases:

a) voluntarily resign and granted the authority to approve the written consent in accordance with the law of the law;

b) When a decision is made to move, retire or otherwise be deployed;

c) Other cases by regulation at paragraph 6 This.

6. The Director General is dismissed, ending the contract before the deadline in the following cases:

a) So that the parent company does not reach a quota of interest rates on the property equity in two (02) years in a row or in a hole condition, interest intertwined but not remediation, except for holes or lowering the margins on equity already. is granted authority approval; the hole in the plan due to the investment expansion of production, business, innovation technology under the resolution or decision of the Board of members; the hole or the reduction of the profit margins on the equity held by the objective reason and the public. It was approved by authority.

b) Let business parent company lose the hole, which has a loss number to the stipulation rate at the Charter of the parent company;

c) The parent company entered bankruptcy but did not apply for bankruptcy requests by law on bankruptcy;

d) Do not complete tasks or to only be delivered by the Member Council; violated multiple times and have a resolution system, the decision of the Council of members, the operational regulation of the parent company;

) Not to be honest in implementing the powers or abuse of the status, authority to gain for yourself or for others; the report does not carry out the financial situation of the parent company;

e) Lost or restricted to civil conduct;

g) Being condemned by the Court by sentence or decision has been in effect of law.

What? 25. Deputy Director General, Chief Accounting Officer and Machine

1. Deputy Director General to help the Director General to run the company under the assignment and authorization of the General Manager; be accountable to the General Manager and before the law on the assignment of assignment or authorization.

2. Deputy General Manager, Chief Accounting Officer appointed by the Board of Member, dismissal, contracting, termination of contract, salary and other benefits at the recommendation of the General Manager with a term of no more than five (05) years and may be reappointed or reappointed. We got a deal.

3. The number of Deputy General Manager is not too long (05) persons. The member council decides the structure, the number of Vice-General Manager on the scale and features of production, the business of the parent company during the operation. The case needs more than the year (05) Deputy Director General, Board of Members recommend the Department of Industry Management (for the parent company in the economic conglomerate, the total company stipulated at Section 2 Article 7 of the Digital Protocol) 99 /2012/NĐ-CP and the company's total company, the Provincial People's Committee (for the parent company of the Provincial People's Committee) reports the Prime Minister review, approv.

4. The chief accountant tasked with implementing the company ' s accounting work; helping the General Manager to oversee finance and development of financial resources at the company under the law of finance, accounting; power, obligations under the rule of law, and the law. in finance, accounting; accountable to the General Manager and before the law on the task of being assigned or authorized. The standard for the Chief Accounting in accordance with the Law of Accounting and the provisions of the law.

5. The Ministry of Machine helps with the Office of the Office and its departments, boards of expertise, a staff of staff, to help the Council of members, the General Manager in management, run the work.

What? 26. The relationship between the Council of membership with the General Manager in management, executive

1. When the organization makes the resolutions, the decision of the Council of members, if found to see the unfavorable issue for the parent company and the entire economic conglomerate, the company ' s total, the General Manager reports to the Council of members review, adjust the resolution. Decision, decision. The Council of members must consider the Director General's offer. When the Council of Nations did not revise the resolution, the Director General would still have to do so, but he was given the right to petition to the owner.

2. In the fifteen (15) days, since the end of the month, the quarter, the year, the General Manager must submit a written report on the operational situation and envisage the implementation of the parent company's next term for the Council of the Member.

3. The Speaker of the Member Council has the right to attend or to delegate the Council of members to attend the meetings of the assembly, the meeting prepares the proposals for the council to be chaired by the General Manager. The President of the Member Council or Member of the Member Council has the right to issue an opinion but does not have the right to conclude the meeting.

4. The Director General is invited to attend the meeting of the Member Council and is entitled to comment but has no voting rights unless the General Manager is a member of the Council of members.

What? 27. The relationship between the Controller with Member Council and General Manager

The relationship between the Controller with the Member Council and the General Manager in accordance with the provisions of the Activity Regulation of the LLC a member held by the State holds 100% of the charter capital issued by the Prime Minister.

Section 3

RELATIONS BETWEEN PARENT COMPANIES AND BUSINESSES

JOIN THE ECONOMIC GROUP, THE Corporation.

What? 28. Joint coordination relations in the economic conglomerate, the company ' s total

The parent company, the subsidiary and company affiliated to the economic conglomerate, the company ' s total implementation of joint coordination relations in the following ways:

1. Build a joint operation process on the basis of a parent company 's agreement and businesses join the economic conglomerate, the company' s total.

2. The base parent company, the liability due to the law of regulation that makes a partial or all of the content coordination content below between businesses in the economic conglomerate, the company's total:

a) Coordinated in the planning and operating business coordination plan;

b) The direction of the operating field division and the business manufacturing sector of the business group member enterprises, the company's total;

c) The organization of financial, accounting, statistics;

d) Form, manage and use the centralized funds of the economic conglomerate, the total company;

Management, land use, mineral resources;

e) Labor labor, wages, health, training, human resource development; and more.

g) Labor safety, disaster prevention, environmental protection;

h) scientific application, technology;

i) Name the units in the economic conglomerate, the company 's total; use the name, trademarks of the economic conglomerate, the company' s total;

n) Implementuation of the administrative work, foreign affairs of the economic conglomerate, total company;

l) Managing performance contests, culture, sports and social work;

m) Other content under the agreement of business group member enterprises, total company.

What? 29. Relations between parent company and grade II business owned by the parent company owns 100% of the charter capital

1. The member council or the Board of Directors of the parent company exercise the rights and obligations of the owner of the parent company to the Class II business owned by the parent company that owns 100% of the statutory capital under the provisions of the relevant law and the Charter of that business.

2. In relations with the Class II business owned by the parent company that owns 100% of the charter capital, the General Manager of the parent company is responsible:

a) Take on, check, appraisal of the records submitted by the Chair of the Board Member or the Chairman of the Company II report to the parent company to submit a member council or Board of Directors to consider, through or decide;

b) The organization performs the monitoring, examination, the governor, oversight of the Member Council or the Chairman of the Class II Company to implement the decisions of the Member Council or the Board of the parent company for the Class II business, including the implementation of the plan. business production coordination.

3. Level II business owned by the parent company owns 100% of the charter capital:

a) Is committed by the parent company to contract production, business on the basis of economic contract; provide information and benefits services and benefits from the joint operation of the economic conglomerate, the company ' s total under the regulation of this decree, according to the agreement with the company. the business member businesses, the company's total and the regulation of the law concerned;

b) There is an obligation to carry out the joint agreement of the economic corporation, the total company; the economic contract commitments with the parent company and corporate member enterprise, the corporation; implementing the implementation of the legal decisions under the jurisdiction of the owner. of the parent company for the business; is responsible for participating in a business coordination plan with its parent company and business group member businesses, the company ' s total company.

What? 30. Relations between parent company and grade II business have a stake, the contribution capital of the parent company.

1. The parent company has the rights and obligations of the shareholder, the capital member, the joint venture side of the Class II business under the rule of law and the charter of that business. The Member Council or the Board of Directors of the parent company directly performs the following rights and obligations:

a) Practice the right, the obligations of the shareholder, the capital member, the joint venture through the authorized representative at the business in accordance with the rule of law and the Charter of that business;

b) Send, change, waive, commendation, discipline, decision-making and benefits of representative of the authorized representative at the business;

c) Required the representative by the commission to report periodic or groundbreaking reporting on the financial situation, business results and other content of the business;

d) The assignment and the request of the representative by the commission to apply for opinions on matters of importance before voting at the business; report the use of the rights of the shareholders, members that contribute to the dominant capital to serve the development orientation and objectives of the company. the parent company and of the entire economic conglomerate, the total company;

) Collecting and taking risks from the contribution of the parent company to the business;

e) Monitoring, examining the use of capital that has contributed to the business;

g) responsible for the efficiency of use, conservation, and development of the capital that has contributed to the business.

2. In relations with the Class II business held by the parent company holding shares, which contributed to, the Director General of the parent company is responsible:

a) Take on, check, specify the files appointed by the representative under the commission to report the Member Council or the Board to consider, pass or decide;

b) The organization performs the monitoring, inspection, the general, the oversight of the representative under the authorized implementation of the decisions of the Member Council or the Board of the parent company for the Class II business;

c) Check out, foreman, oversee the implementation of the business production coordination plan of the business.

3. Class II business is owned by the parent company, which contributes to the statutory rights and obligations under the rule of law and the following regulations:

a) Have the right to participate in the business coordination plan on the basis of economic contracts with the parent company and its member businesses; jointly owned by the parent company of manufacturing, business on the basis of economic contracts with the parent company; provided by the parent company. information and benefits of services and benefits from the joint operation of the economic corporation, the company's total under the provisions of this decree, agreement with the member businesses and the relevant law regulations;

b) There is an obligation to carry out the joint agreement of the economic corporation, the corporation; the commitments of economic contract with the parent company and the member business; implementing implementation of the parent company ' s legal decisions as the implementation of the distribution rights to the company. Business.

What? 31. Relations between the parent company and the affiliate company

1. The parent company performs its rights and obligations to the company aligned by the regulation of the law, under the Rules of the Company of the Union and the link agreement.

2. The parent company relations with the affiliate company through contract agreement agreements on brands, markets, technology, research, training and development of human resources and other agreements.

What? 32. The direct unit of the parent company

The subordinated unit of the parent company (including its dependency accounting unit and career unit) carried out the hierarchy of business operations, accounting, organization and personnel of the parent company under the regulation at the Operational Organizational operation of the subordinate unit of the unit. The General Manager of the construction parent company and the Board of Directors or Board of Directors. The parent company is responsible for the financial obligations that arise for the commitments of the subordinated unit.

Section 4

FUNCTION, RIGHTS, OBLIGATIONS, PARENT COMPANY MANAGEMENT ORGANIZATION

IT 'S A BUSINESS THAT HAS A STAKE, THE COMPANY' S DOMINANT CAPITAL.

What? 33. Funcability, management organization, parent company operation.

1. The parent company performs the direct function of producing business and investing financial assets into other businesses or only making financial investments in other businesses.

2. The management organization, the operation of the parent company under the Company ' s Charter of the Council of the East through (for the parent company that has the dominant shares of the State) or by the Council of Member (for its parent company is the responsibility company). The two members return to the state of the state.

What? 34. Rights, obligations, organizational structure of the parent company, management, executive and relations within the economic conglomerate, the company ' s total company.

1. The parent company has the right and obligations under the rules of the Corporate Law and the relevant legislation.

2. The management organization of the parent company under the rules of the Corporate Law and the relevant legislation corresponding to the form of a parent company is a holding company or parent company is a limited liability company of two or more members.

3. The management, the executive order of the economic group, the company general in accordance with the provisions at Section 1 Chapter III This decree. Relations between the parent company and businesses participate in the economic group, the company's total regulations at Section 3 Chapter III This decree.

Chapter IV

MANAGEMENT, SURVEILLANCE OF ECONOMIC CORPORATIONS, COMPANY CORPORATION

What? 35. Owner and representative of the state owner at the parent company.

1. The unity government implementing a state-owned function at the parent company operates in the form of a limited liability company a member owned by the State as the owner and part of the state at the parent company operating in the form of a holding company, Two-member LLC has a stake in the state.

The division, which provides the implementation of the state ownership function at the parent company in the economic conglomerate, the total company by regulation at the Digital Protocol. 99 /2012/NĐ-CP.

2. The following agencies, organizations and individuals were sent as the state owner representative at the parent company:

a) For the parent company in the economic conglomerate operating in the form of a limited liability company a member owned by the State as the Head of Government: Prime Minister, the Department of Industry Management and Elected Member Council Member;

b) For the parent company in the economic conglomerate operating in the form of a holding company, the company is a limited liability company to which the State takes the dominant power: the Prime Minister, the Ministry of Industry and the authorized entity exercising rights, the responsibility. function, the duty of the shareholder, the capital of capital at the parent company;

c) For the parent company in the total company operating in the form of a limited liability company a member owned by the State as the owner: the Ministry of Industry Management or the Provincial People's Committee and the authorized entity, the responsibility, the principal obligation. the state at the parent company;

d) For the parent company in the total company operating in the form of a holding company or a limited liability company of two or higher-up members due to the State Administration of the Governing Authority: Ministry of Industry Management, Provincial People's Committee or Investment Corporation and Business state of state and authorized authorities, responsibilities, obligations of the shareholders, members of the capital at the parent company.

What? 36. State owner 's management of the economic conglomerate, the company' s total company.

1. The owner of the state makes management of the economic conglomerate, the company 's total through the parent company in the economic conglomerate, the company' s total.

2. The management of the state owner for the parent company in the economic conglomerate, the company ' s total through the enacuse of decisions, division, devolve, authorization to enact decisions and tests, implement the decisions of the owner at the parent company. in the economic conglomerate, the total company by regulation at the digital decree 99 /2012/NĐ-CP.

What? 37. Supervisor of state owners for economic conglomerate, total company, and company.

1. The oversight principle of the owner for the economic corporation, the company 's total is through the oversight of the parent company in the economic conglomerate, the company' s total.

2. The monitoring content consists of:

a) Monitoring of business operations, including: Goals, orientations, business strategies of the economic conglomerate, total companies; portfolio, key business professions, related professions; investing in the sector, the profession, the site, the project. is at risk of risk; operational operational duty, macro-regulatory assistance, social security assurance; development strategies, investment plans, financial planning, production plans, parent company business; the results of carrying out objectives, tasks led by the owner of the company. Yes, yes

b) Organization of organizational and cadre work, including: The implementation of the decisions of the owners of the establishment, reorganization, termination of operation in the form of economic corporation, the corporation; the process of changing the ownership structure of the subsidiary, the loss of its rights. coordination of the parent company; the implementation of the Charter of the parent company; the evaluation of the operational results and the implementation of the wage regime, the prize money to the Board of Member, Control Officer, General Manager of the parent company; the appointment, reappointment, dismissal of the Council. member for the titles of Deputy General Manager, parent company Chief Accounting; implementation of the regime, policy with the worker; the approval of the Company. The other decisions of the owner and the relevant regulations at the Charter;

c) Monitoring of the financing: The conservation and development of equity at the parent company; the situation and results of manufacturing operations, business; the situation of mobiles and use of mobiles; the situation issue bonds, shares (if available); profit margins on state capital; profit margins on revenue; profit margins on the total assets; profit or dividends divided by the State; the investment situation at the business and investment outside the business; the debt of debt and the ability to pay the debt; efficiency. investment and business; cost of wages; charter capital, regulatory capital adjustments, change of regulatory capital structure; investment projects in excess of devolve-to-pay. Member Council or Board of Directors of the parent company and other necessary financial indicators.

3. Subsection, devolve implementation of regulatory oversight in Clause 2 This is for the economic conglomerate, the total company with the parent company operating in the form of a limited liability company a member owned by the State as the owner:

a) The industry manager performs oversight on the parent company in the economic conglomerate, the company ' s total regulation at Section 2 Article 7 of the Digital Protocol. 99 /2012/NĐ-CP and the Corporation's Corporation in terms of content: the main business and business sector involved; assessment of the financial sector and related professions; the management, use, conservation and development of capital; oversight, inspection, assessment of debts. and the other property obligations; the implementation of the strategy, plan; the implementation of the recruitment regime, salaries, bonuses; assessment of the implementation of the objectives, tasks, industry, business profession being delivered and operational results, the efficiency of business production; assessment. price for the President and Member Council Member, Controller, General Manager, Deputy Director General, Chief Accounting in Management The thing, the executive.

b) The Provincial People ' s Provincial Committee performs oversight on the companies of the Provincial Committee of the Provincial People's Committee on Content: The Main Business and Professions Professions; assessment of the financial sector and related professions; the management, using, preserving and developing capital; oversight, testing, evaluation of debt and other property obligations; the implementation of strategy, planning; implementation of the recruitment regime, wages, bonuses; evaluating the implementation of the target, mission, profession, and business. business is delivered and operational results, the efficiency of business production; assessment for the President and Member of the Board Member, Control and Corporate Affairs. control, General Manager, Deputy General Manager, Chief Accounting Officer in Management, Executive;

c) The Ministry of Finance performs oversight, evaluation of financial activity; overseeing the release of the stock, which regulates the charter capital of the parent company and its member businesses; the wage cost; which oversees the loan capital investment in the financial sector, the bank, etc. real estate, securities; oversight of capital movements, investments and resources inside the economic conglomerate, total company and between within and outside the economic conglomerate, total company; tracking the merger of the economic corporation 's merger, the company' s total; valuation, and investment. yearly, synthesis, Government report on the efficiency of business production and implementation of the task of utility delivered, the financial situation; the situation. The financial and property obligations of the economic conglomerate, the total company on the nationwide scale; presiding, in coordination with the Department of Industry Management, the Provincial People's Committee to implement oversight, routine checks and regulations on management, use, and security regulations. And that ' s what we ' re doing

d) The Ministry of Planning and Investment Watch, oversaw the deployment of the project to establish economic corporations, the company total; monitor and evaluate the implementation of the development strategy of economic corporations, the company ' s total; the presidency, the implementation of the Food Government. target, mission and industry, the business of all economic corporations, total companies across the country; presiding, in coordination with the Department of Industry Management, the Provincial People's Committee to implement oversight, examination of the annual periodic implementation of the strategy, production planning, business and investment plan developed 05 years (year); opinions with the Department of Industry Management, the Provincial People ' s Committee on the Receiving End Of The ... the subsidiary company, the affiliate company of the economic conglomerate, total company;

The Ministry of Internal Affairs chaired, in coordination with the Department of Industry Management, the Provincial People's Committee to conduct oversight, examine the approval of Party and State regulations on cadres at the economic conglomerate, the company's total;

e) The Ministry of Labor and Social Affairs chaired, in coordination with the Department of Industry regulators, the Provincial People's Committee to implement oversight, examination of the implementation of the implementation of the recruitment regime, the salaries, bonuses of the economic conglomerate, the total company.

4. Division, devolve implementation of regulatory oversight in Clause 2 This is for the economic conglomerate, the total company that has a parent company operating in the form of a holding company, LLC, the two-member LLC, which contributes to the company. The State of the State:

a) The industry regulator asks the representative to report the situation to report the implementation of the law; the management, use, conservation and development of state capital; the implementation of the strategy, the plan; assessment of the implementation of the objective, the mission, The business industry is delivered and the result, the operational efficiency of the parent company and the entire economic conglomerate that has the industry, the major business sector, the management sector, the parent company and the entire company of the ministries;

b) The Provincial People ' s Committee asks the representative to report the situation to report the implementation of the law; the management, use, conservation and development of state capital; the implementation of the strategy, the plan; assess the implementation of the target, the mission, the industry, the business profession is delivered and the result, the operational effectiveness of the parent company and the entire company belonging to the Provincial People ' s Committee;

c) The Ministry of Finance chaired, in coordination with the Ministry of Industry Management, the Provincial People ' s Committee required the representative to report the situation to report the implementation of management, use, conservation, and development of state capital invested in the enterprise within the country;

d) The Ministry of Planning and Investment Department, in collaboration with the Ministry of Industry Management, the Provincial People's Committee required the representative to report the strategic implementation of the situation, production plans, business, and investment plans developed in five (05) years;

The Ministry of Internal Affairs presiding, in coordination with the Ministry of Industry Management, the Provincial People 's Committee required the representative to report the situation to report the implementation of the Party and State' s approval of cadres at the economic conglomerate, the company ' s total;

e) The Ministry of Labor-Trade and Social presided over, in coordination with the Ministry of Industry Management, the Provincial People ' s Committee that requires the representative to report the implementation of the recruitment regime, the salaries, bonuses of the economic conglomerate, the total company.

5. periodically, the ministries, agencies, organizations stipulated in Clause 3 and Clause 4 This report and are accountable to the Prime Minister in terms of the status and results of monitoring, evaluation; and simultaneously sending the Ministry of Planning and Investment.

The Ministry of Planning and Investment performs general aggregation and reports the Prime Minister the results of the oversight of the regulation holder at this Article on the nationwide scope.

What? 38. The method and base of management, oversight for economic conglomerate, the company ' s total company

1. The monitoring of the economic group, the total company is done in accordance with the following methods:

a) Direct method:

-Through inspection, monitoring and evaluation of the regulatory bodies at Section 3 Article 37 This decree.

-Through the assessment of the agency's representative body to the operational results of the economic corporation, the company's total and titles appointed by these agencies, contracted.

The owner 's representative body set up the State Business Operations Advisory Council, which includes experts in state agencies, institutes, universities with extensive knowledge of the industry, the operational sector of the economic conglomerate, the company' s total company, and the business sector. to evaluate the assessment prior to decision making to ensure objectiation in the evaluation of economic corporations, total companies and management titles. The agency represents the regulation of the employment of the Consultated Consultated Advisory Council.

-Through the implementation of the audit at the parent company and its subsidiaries, the affiliated company.

-Through the agency representing the owner who requires the Member Council or the authorized representative to report directly.

b) indirect method:

-Through the report regime of the Member Council or authorized representative at the parent company.

-Through the periodic report regime and the parent company's breakthrough.

2. The monitoring base for the economic conglomerate, total company:

a) The regulations of the owner and the state governing body are relevant;

b) the organizational and operational charter and the management of the financial management of the parent company;

c) A plan and production results, business and investment development; system of assessment indicators, annual ratings for economic corporation, total company; system of indicators assessment of membership of the Board Member or Board of Directors, General Manager of the Board of Directors. The vice president, the chief accountant of the parent company by the government.

d) The parent company ' s annual financial report and the financial reporting integrity of the entire economic group, the total company that has been audits and is approved by the Board or Board of Directors; quarterly financial statements, recurring business reports, and groundbreaking reports. It was different from the owner's request;

The results of the inspection, inspection, audits at the enterprise of the authorities;

e) The information, other relevant documents by the rule of law.

3. Results of monitoring, evaluation is the basis for deciding on a salary, reward, appointment, or reappointment, dismissal, contract contracting, contract termination, reward, discipline, handling responsibility for the President, Member Council Member or Council of the Council. governance, General Manager, Deputy Director-General, Corporate Chief Accounting.

President, Member of the Board Member or Board of Directors, General Manager, Deputy Director General, parent company Chief Accounting Officer has infringed or damages the interests of the parent company or the entire economic conglomerate, the company ' s total, owner, member, and CEO. The owner, shareholder, creditor of the business or the other is subject to the degree and properties that are subject to disciplinary treatment or in charge of criminal liability and must be compensated (if any) according to the law.

What? 39. The public mechanism, transparency of information to the economic conglomerate, the company ' s total

1. Economic corporations, the total company must carry out publicly, transparency of the information primarily concerning its activities by the regulation of the law on the business concerning the public, transparency of information. The information content needs to be public, transparency included:

a) For the parent company in the economic conglomerate, the total company: Implementable implementation of information under the regulation at Chapter IV Financial oversight Regulation and effective assessment of operations and public information public information on the state-owned enterprise-owned business. Yes, and businesses that have the state of the state issued with the Digital Decree. 61 /2013/NĐ-CP June 25, 2013 of the Government and the following information:

-State owners deliver different forms of state.

-Details of property and property.

-portfolio of investment projects, investment forms, investment budgeting and the implementation of existing investment projects.

-The transactions, the loan, the big-scale loan.

b) For the entire economic group, the total company:

-Financial reporting six (06) last month. The most-year financial report of the entire economic group, the total company has been audits.

-Structure, activity, change of equity at companies; on the management of the parent company and its subsidiaries.

-The annual report of the entire economic group, the company's total.

-Report of the entire economic group governance situation, the total company of six (06) months and years.

2. Economic Group, the total company that performs a periodic report and a groundbreaking report for the owner of the owner, including:

-The process of using capital, land, resources and other resources at the parent company and the entire economic conglomerate, the total company.

-The implementation of the implementation and outcome of the strategic implementation, the long-term plan of the parent company; the annual plan of the parent company that the owner adopted; strategic decision, long-term planning, industry, the business profession of the parent company. The parent company owns 100% of the charter capital.

-The process and the results of implementing investment projects are in the planning, long-term development plan of the economic conglomerate, the company ' s total has been approved by the Prime Minister.

-The process and results of implementing the organizational methodology, business organization, compaction and use of the management apparatus, the internal management process of the company, the planning, labor training, branch establishment, the representative office of the parent company.

-The process of appointing, reappointment, dismissal, dismissal, discipline, discipline, signing of the contract, termination of the contract for the General Director after being approved by the Prime Minister; decide the salaries of the Director General.

-Results after the use of post-tax returns or handling losses in the business process.

-Process and results of test activities, supervising Board members, Board of Directors, Control companies LLC a member owned by the parent company that owns 100% of the charter capital.

-Other reporting content that a business must report to the regulatory holder at the Enterprise Law and the execs of the execs.

3. Media and forms of information published: Annual Report, Corporate Management Report, publicly on the Electronic Pages of Economic Corporation, Corporate Corporation. The public information content, transparent at paragraph 1 This Article after being approved by the owner must be posted on the Business Electronics Information Page of the Ministry of Planning and Investment (www.business.gov.vn) in the thirty (30) days from the date of date. approval. The sample reports public information under the provisions of the Ministry of Planning and Investment.

4. The type of information published and published time:

a) The financial report of the year, including the parent company's Annual Financial Report, and the Financial Merger Financial Corporation, the company's total.

The deadline for the publication of the Financial Reporting Information Report is not more than ninety (90) days after the end of the fiscal year;

b) Annual report: The deadline for the publication of the Annual Report Information is not more than twenty (20) days from the date of publication of the Annual Financial Reporting Information;

c) Report of the corporate governance situation: Planning six (06) months and years, the parent company makes public information about the company's corporate governance situation and the entire economic corporation, the company's total. The deadline for reporting and publication of Information Administration Report 6 (06) months and the slog year was thirty (30) days, since the date of the end of the report;

d) Breakthrough information and other information under the rule of law.

5. For the economic conglomerate, the total company has a parent company operating in the form of a holding company, in addition to implementing provisions at Clause 1, 2, 3, 4 This, making the announcement of information in accordance with the information published information on the stock market.

6. Economic Group, the total company responsible for the accuracy, honesty and consistency of the announcement of the announcement.

Chapter V.

EXECUTION CLAUSE

What? 40.

1. This decree has the enforcement effect since 1 September 2014 and replaces the Protocol No. 1. 101 /2009/NĐ-CP November 05, 2009 by the Government of the United States to establish a state economic corporation; the digital decree. 111 /2007/ND-CP June 26, 2007 by the Government of the Organization, the management of the state corporation and the transformation of the state corporation, the independent state company, the parent company is the state company in the form of parent company-the subsidiary operating under the Corporate Law.

2. Economic corporations, the company ' s total established before this time of Protocol came into effect:

a) To meet the criteria for establishing the economic corporation, the total company minus the criteria for the regulatory capital stipulated at Article 9 of this decree, in the period of three (03) years from the date of this Decree effective the implementation must add enough of the provisions under the decree of Parliament. Hey. The case is not supplematable, after the upper term will have to make the transition to a corporation or group of companies corresponding to the actual conditions of the business;

b) Do not meet the regulatory established conditions at this Decree, which will have to proceed with the conversion of a corporation or company group corresponding to the actual conditions of the business in the second term (02) of the year since the date of the effective Protocol. -

c) There are more than three (03) of business level, in the term two (02) years from the date of this Decree to reorganize, arranging subsidiaries of the existing Class III business. The agency represents the responsibility of tracking, overseeing the process of reorganization, the arrangement of the economic corporations, the company's total.

3. The parent companies in the economic conglomerate, the total company that has the number of controls, the Member Council member, the Deputy General Manager not in accordance with the regulation at this decree, must proceed with the addition or transfer in the term one (01) year since. The date of the decree is in effect.

4. Economic corporations, corporations that are not subject to the applicable subject of this decree may use the relevant regulations of this decree to organize and operate.

What? 41. Responsibility to execute and enforce

1. The Ministry: Planning and Investment, Finance, Justice, Labour-Trade and Social Affairs, the Interior is responsible for the implementation of this Protocol.

The Ministry of Planning and Investment is responsible for monitoring the implementation of this decree.

2. The ministries, peer agencies, government agencies, the People ' s Committee of the Level of the Executive Implement State Management Functions to the Economic Group, the total company in the areas regulated by the law.

3. Ministers, peer-agency Prime Minister, Chief Minister of Government, Chairman of the Provincial Committee of the Provincial People, Central City, Chairman of the Board of Members or Chairman of the Board, General Manager of Economic Group, General of the Company. to be responsible for this decree ./.

TM. THE GOVERNMENT.

Prime Minister

(signed)

Dao Dung