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The Decree 39/1995/nd-Cp: Sample Charter Issued On The Organization And Operation Of The State Corporation.

Original Language Title: Nghị định 39/1995/NĐ-CP: Ban hành Điều lệ mẫu về Tổ chức và hoạt động của Tổng công ty Nhà nước.

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The DECREE promulgated model rules on the Organization and operation of State Corporation _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on Government Organization, 30 September 1992;
Pursuant to the law on State enterprises of 20 April 1995;
According to the recommendation of the Minister, the Chairman of the State Planning Commission, Decree article 1. Attached to this sample Charter Decree on the Organization and operation of the State Corporation.
Article 2. The Charter applies to the form Of the State company business activities. The enterprises State volunteer State Corporation, the Government will have a private guide.
The State Corporation by the Prime Minister decided to base the provisions of the model regulations for the construction of the Charter of the Organization and its activities; construction of specific financial rules of the Corporation under the financial regulation pattern by the Finance Ministry and the Finance Ministry must be passed before the President of the Board Of the company register.
The other Corporation pursuant to the Statute and financial regulation model by the Ministry of Finance issued to build specific rules.
Article 3. The Ministry of finance prepared the financial regulation model Of the company, the Prime Minister's approval before the Minister of finance to sign; guidelines financial management, accounting, accounting regime, using the profits Of the company, the establishment and use of the funds Of the company and of the subsidiaries, other financial issues are concerned; chaired and coordinated with the Ministry of labor, invalids and Social Affairs, the Organization-Government officers guide salary, bonus, allowances for the members of the Management Board, the Director General and other positions in the Corporation.
Article 4. This Decree shall take effect from the date issued and replaced Decree No. 27-dated 22-3-1989 by the Council of Ministers (Government). The previous provisions contrary to this Decree are repealed.
Article 5. The Secretary of the Ministry, ministerial heads, government agencies, the Chairman of the provincial Committee, central cities, Chairman of the Board Of Directors of the State Corporation is responsible for the implementation of this Decree.
                                                                                                                     TM. The GOVERNMENT of PRIME MINISTER (signed) Vo Van Kiet SAMPLE CHARTER on the ORGANIZATION and OPERATION of STATE CORPORATION (attached to Decree No. 39-CP on 27-6-1995) chapter I GENERAL PROVISIONS article 1.
1. The State Corporation (hereinafter referred to as the Corporation) is the State-owned large scale including the unit members have ties with each other about economic benefits, finance, technology, information, training, research, marketing, operating in one or more specialized technical-economic administration established by the State, in order to strengthen the area of convergence, focus, assigned specialization and cooperation in production to make the task of State Affairs; enhancing the ability and efficiency of business units and members of the Corporation; meet the needs of the economy.
2. The Corporation is particularly important because the Prime Minister decided to form; the other corporation by the Minister of Economics-management techniques, ministerial heads, heads of government agencies, the Chairman of the people's committees of provinces and cities under central decided to establish under the Prime Minister's authorization (hereinafter collectively referred to as heads decided to set up).
Article 2:-the Corporation has: 1. Legal personality under the law of Vietnam.
2. name, has its headquarters in the country.
3. The Charter of organization and operation, management and administration.
4. Capital and assets, is responsible for the debt to the extent of capital due to the removal Of company management.
5. Seal the opening account in the State Treasury and the banks in the country, abroad.
6. Balance sheet assets, the focus Fund under the provisions of the Government and direction of the Ministry of finance.
Article 3. The Corporation is managed by a Board of Trustees and is managed by the General Director 3. The Corporation is subject to the governance of the ministries, ministerial agencies, government agencies, provincial people's Committee and the central cities as the State administration; at the same time under the management of the Agency as the Agency made the owner's rights for State business under the provisions of the law on State enterprises and other provisions of the law.
Article 5. Vietnam's Communist party organization of companies operating under the Constitution, the laws of the State of the Socialist Republic of Vietnam and the Vietnam Communist Party's rule.
Unions and other social-political organizations in the corporation operating under the Constitution and the law.
Chapter II RIGHTS and OBLIGATIONS of the CORPORATION section 1 RIGHTS of the CORPORATION article 6.
1. The Corporation has the right to manage, use of capital, land, resources and the resources of the State Affairs in accordance with the law to implement the goals, tasks are assigned State.
2. The Corporation has the right to return to the manage members, using the resources that the Corporation received by the State; adjust the resources already allocated to the unit members in case of need, in accordance with the general development plan of the Corporation.
3. The Corporation has the right investment, joint venture, Association, joint-stock capital contribution, purchase a part or all of the assets of the other enterprise under the provisions of the law.
4. The Corporation has the right to transfer, replace, lease, mortgage, pledge the assets under the management of the Corporation, except those devices, important buildings under the provisions of the Government must be the competent State agencies, on the principles of conservation and development capital; with respect to land, resources and management rights in the use of the Corporation shall comply with the law.
Article 7. The Corporation has the right governing business organizations as follows: 1. Organizational Management, business organization consistent with the goals and tasks of State Affairs.
2. Technological innovation, equipment.
3. the most recent branch, Representative Office of the Corporation in the country and abroad in accordance with the law.
4. the business fit with the goals and tasks of State Affairs; expand business scale under the capability of the Corporation and the needs of the market, trading the other professions if the competent State agencies for additional permission.
5. Options markets and consistently assigned to the market between the members; be exported, imported under the provisions of the State.
6. the framework decision or the purchase price, the purchase price of materials, raw materials, products, and services mainly, unity of the minimum export price, the import price maximum, except for those products and services by the State.
7. The construction and application of the norms of labour, materials, wages and unit price on product unit within the framework of the norms, the unit cost of the State.

8. Decentralized recruitment, hiring, layout used, labor training, the choice of the form of salary, bonus and have the other rights of the employer under the provisions of the labor law and the other provisions of the law; deciding salary, bonus for employees on the basis of the unit price on the product unit wages, costs of service and operational efficiency of the Corporation.
9. Be invited and foreign business partners of the Corporation in Vietnam; the decision to send representatives Of the offshore companies work, study, visit the survey; for the Chairman of the Board and ceo have to be heads decided to set up the Corporation allows. The other members of the Board of outward by the Chairman of the Board decision. Deputy Director and other titles in the air helps jobs abroad due to the Director General for decision.
Article 8. The Corporation has the right financial management as follows: 1. use of capital and the funds of the Corporation to serve the business needs in a timely manner according to the principles of conservation, is effective. Case of need to use the resources of other funds, left the purpose of use must in principle be repaid.
2. self mobilization of capital to business activities but do not alter the form of ownership; be issued in accordance with the law; is the mortgage value of land use right associated with the assets under the management of the Corporation in the Vietnam Bank for business loans in accordance with the law.
3. the establishment, management and use of funds, the basic depreciation Fund; the rate quoted, management mode and use the funds according to the regulations of the Ministry of finance.
4. use the profit remaining after did enough with the State development investment funds, and other funds pursuant to Division employees according to each person's dedication to the business results for the year and according to the shares (if any).
5. Enjoy the mode of subsidy, subsidies or other preferential regimes of State while performing the duties of production or provision of services serving the defense, security, disaster prevention, public works or provide products, services, according to the State's price policy is not enough to offset the cost of production of the product , the service of the Corporation: 1. Enjoy the preferential investment or reinvestment according to the regulations of the State.
Article 9. The Corporation has the right to reject and denounce all requests to provide the resources that are not regulated by any individual or organisation, except the terms of voluntary contributions for humanitarian purposes and public utility.
Section 2 OBLIGATIONS of the CORPORATION 10.
1. The Corporation is obliged to receive and use effectively, conservation, development of capital of State Affairs, including the portion invested in other enterprises; received, effective use of resources, land and other resources allocated to carry out State business objectives and tasks assigned by the State.
2. The Corporation is obliged to perform: a) the debts receivable, payable recorded in balance sheet assets by the Corporation at the time of establishment Of the company b) Charged the international credits that corporations use according to the Government's decision: c) Charged the credits due to the direct loan Corporation or the credits have been Corporation head for the subsidiaries loans under the guarantee contract, if the unit does not have the ability to pay.
Article 11. The Corporation has an obligation to manage business operations as follows: 1. the business registration and trading correct registered trades; responsible to the State about the results of the operations Of the company and the customer is responsible, under the law on products and services Of the company made.
2. Build the development strategy, annual and 5 year plan, consistent with the duty to state the Affairs and needs of the market.
3. Signing and implementation of the economic contract signed with partners.
4. Secure the balance of the State's largest, meet the needs of the market and make the stabilization of the prices of goods and services according to the rules of the State where the Corporation is doing business.
5. Innovation, technological modernization and management methods; Use the income from the transfer of assets to reinvest, renewing equipment, technology of the Corporation.
6. Perform the obligations for workers under the provisions of the labor code, ensuring workers participation in the Management Of the company.
7. implementation of the provisions of the State on the protection of natural resources, the environment, defense and national security.
8. Make statistical reporting, accounting, recurring reports according to the regulations of the State and extraordinary reports at the request of the representative of the owner; responsible for the authenticity of the report.
9. Subject to the test of the representative of the owner; in compliance with the regulations on the inspection of financial institutions and of the competent State agencies as prescribed by law.
Article 12.
1. The Corporation is obliged to perform the correct mode and the regulations on the management of capital assets, the accounting, fund accounting, audit mode and other modes of State regulations; responsible for the authenticity of the financial activities of the Corporation.
2. General the company publicize the financial reports with the information for the proper and objective assessment on the operation of the Corporation as specified by the Government.
3. The Corporation made the tax obligation and the State budget according to the provisions of the law. The case of the property by the Corporation maneuver between the members in the form of a capital reduction records recorded an increase in the stamp tax; the sale of the stamp tax, not the internal rotation products between the Member units to serve the production does not have to pay tax revenues.  
Chapter III MANAGEMENT COUNCIL, the CONTROL BOARD article 13.
The Board performs the function manage the operations of the Corporation, is responsible for the development of the Corporation under the State mission assigned.
2. The Board has the following duties and powers: a) Received capital (including debt), land, resources and the resources allocated by the State for the Corporation;
b) consideration, approval by the Director-General recommendations on the allocation of capital and other capital sources for the Member units and regulate capital, other resources among unit members; check, monitoring the implementation of the scheme;
c) check, monitoring all activities of the Corporation; the use, conservation, development of capital and resources allocated; the implementation of the resolutions and decisions of the Board, the provisions of the law; the implementation of the obligations of the State;
d) through the proposal of the Director General to the Heads decided to set up strategic, planning, long-term development plan, the 5-year plan of the Corporation; the decision to target, the annual plan Of the company and reports the Agency decided to establish; Browse the plan for exploration, exploitation, management and protection of natural resources (if any) of the Corporation to the Director General to the Member units;
DD) organization assess and process the competent authorities approve the investment plan, new investment projects, investment cooperation projects with foreign capital by parties by the management company;

e) process of the Heads decided to set up an approval or if the Heads decided to set up the authorization decision venture projects with foreign government regulations; the decision of the joint ventures in the country, the other economic contracts has great value. The heads of the State bodies are competent to decide on the investment project; the case is authorized, the decision projects of Group C and some cases of Group B; authorization for the Director General or Director of unit members browse the small investment projects. Approve the scheme governing the Organization, the business of the Corporation by the Director General. Proposed split, enter, disbanded the unit members in accordance with the law;
g) enact and monitor implementation of the norms, technical-economic criteria, including salary, unit price unit price and quota in construction of specialization, product standards, trademarks, product and service pricing of the company according to the proposal of the Director General on the basis of common rules of the industry and the nation;
h) building and the Heads decided to ratify the Charter and the revised content, additional Charter organization and operation of the Corporation. Ratification of the Charter, the Statute of the Organization and operation of the unit members and the content of the amendment, supplement the Charter or bylaws of organization and operation of the unit members as proposed by the Director General. The decision to open a branch office of the wild, the Corporation in the country and abroad in accordance with the law.
With respect to the Corporation by the Prime Minister, decided to establish a base financial regulation model by the Ministry of Finance issued to construction and the Ministry of finance through before signing the promulgation of specific financial rules of the Corporation i) to the Corporation by the Prime Minister decided to establish , suggested to the agency heads are authorized the Prime Minister to the Prime Minister's appointment, dismissal, reward, or discipline Of the Director; the agency heads are authorized Prime Minister appointment, dismissal, rewarding discipline, Deputy Director, Chief Accountant Of the company.
As for the other corporations, the Heads decided to set up, appointed, dismissed, reward, or discipline the General Director Vice General Director, Chief Accountant Of the company;
The decision of appointment, dismissal, reward, or discipline members of the directors Of the company as proposed by the Director General; the decision of payroll management, executives Of the company and adjust when necessary, as proposed by the Director General;
k) approval by the Director-General recommendations on the establishment and use of the focus Fund correspond to the business plan, the financial plan of the Corporation;
l) review the plan of raising capital (in any form), guarantee loans; liquidation of the assets of the unit members to the decision or the Heads decided to decide according to the rules prescribed in paragraph 4 to article 37 of the Charter m) through quarterly activity reporting, 6 months and annually by the Corporation, the aggregate financial statements (including balance sheet assets) of the Corporation and of the the unit members by the Director General and requested the Director General publish annual financial reports as stipulated by the Ministry of finance;
n) issued the privacy rules in the business, the internal economic information, protection of State secrets under the provisions of the law by the President, to apply uniformly throughout the Corporation.
3. The Board has 5 or 7 members by agency heads decided to set up the appointment decision, dismissed. Standards of the members of the Board are specified in article 32 of law of State enterprises.
4. The Board consists of a number of dedicated members, including the Chairman of the Board, a Board member and ceo cum Chief, a member of the Board of control and a number of part-time members are experts on technical economics, financial economics, business administration , law 5. Chairman of the Board and ceo not the Corporation.
6. The term of a member of the Board is five years. Members of the Board may be appointed. Members of the Board was dismissed and was replaced in the following cases: a) breaking the law, violating the Charter Of the company;
b) Cannot afford to undertake the work and the proposal of at least 2/3 of members of the incumbent Board;
c) Please resign, if there are justifiable reasons;
d) when deciding what move or job to another.
7. The Chairman of the Board of management is responsible for implementation of the duties and powers of the Board specified in Paragraph 2 of this Article.
8. working modes of the Board: a) the Board working under collective mode; the regular quarterly meeting to review and decide on the advice and under the authority and responsibility. When necessary, the Board can the extraordinary meeting to solve urgent problems of the Corporation, by the Chair of the Board, or the President, or the Secretary of the Board of Control Board, or over 50% of the members of the Board of the proposal;
b) Chairman of the Board convening and chairing all meetings of the Council absent case for justifiable reasons, the Chairman of the Commission for another Member of the Board presiding the meeting;
c) meetings of the Board are considered valid when at least 2/3 of the members present. The documents of the meeting of the Board shall be sent to the members of the Board and the delegates were invited to the meeting before the meeting date for 5 days. The contents and conclusions of the meetings of the Board shall be recorded into the minutes and must all be members of the Board attended the meeting. The resolution, the decision of the Board in effect when there are over 50% of the total members of the Board voted approval. Members of the Board have the right to reserve their opinions;
DD) When the Board meeting to consider the problems of strategy development, planning and annual and 5 year plan, major investment projects, joint venture projects with foreign countries, annual financial report, issued the system norms, technical-economic standards of the Corporation must then invite the competent representatives of the Ministry of related departments attended the meeting; the case has significant content related to the local authority must then invite representatives attend the provincial people's Committee meeting; cases related to the rights and obligations of the employees of the company are invited to attend industry trade union representation. Representatives of the agencies, the Organization was invited to the meeting saying on have the right of speech but do not participate in voting; When the resolution or decision of the Board be detrimental overall benefits shall have the right to petition in writing to the Board, are forecast to report that his agency heads to review representative, addressed by the authority. Where necessary, the heads of these agencies report Prime;

DD) resolutions and decisions of the Board are required for the full enforcement Of the company. In the case of the opinion of the Director General other than resolutions, decisions of the Board, the Director General has the right to reserve the comments and recommendations to the competent State agencies to handle, yet during the decision of authorized State bodies, the Director General must still obey the resolution the decision of the Board;
e) costs of operation of the Board, of the Board of control, including on the salaries and allowances for the members of the Management Board, supervisory board members and expert help, count on the cost management of the Corporation. The Director General ensures the conditions and means necessary for the Management Board, the supervisory board work.
Article 14. Assist the Board: 1. The Board of operating apparatus and use of the seal of the Corporation to carry out its mission.
2. The Board has from 5 to 7 expert, dedicated activities.
3. The Board established the Control Board to help the Board make the inspection, monitoring, ceo, assisting apparatus and the subsidiaries Of the company in operating activities, financial activities, observance of the Charter Of the company, resolutions and decisions of the Board the Executive, the laws of the State.
Article 15. The rights and responsibilities of members of the Board: 1. The members who are dedicated to the basic wage is rated according to whether the employees, paid according to the salary distribution mode in State enterprises as defined by the Government, enjoyed a bonus corresponding to the business performance of the Corporation. The part-time members are entitled to the allowance and bonus responsibilities prescribed by the Government.
2. members of the Board: a) not to put ourselves in the position would limit the honest virtues, even the indifferent or cause conflict between the interests Of the company and personal interests;
b) are not taking advantage of the position to the axis or appropriating action of the business opportunity Of the company, damage the interests Of the company;
c) not act beyond the powers of the Board specified in this Charter.
3. members of the Management Board Chairman, General Manager Of the company is not in the name of individuals to establish private companies, limited liability companies, joint stock companies; not hold the title of executive management, private enterprise, limited liability company, joint stock company; not have the relations of economic contracts with the private companies, limited liability companies, joint stock companies by the wife or husband, Dad, mom, I held the managerial, operating in these units.
4. Either spouse, father, mother, children, siblings, brother of the President of the Board, General Director Of the company not held chief accountant, Treasurer at the company and in the subsidiaries.
5. The members of the Management Board jointly responsible heads appointed and before the law about the resolutions and decisions of the Board; cases of incomplete duties, violating the Charter Of the company, the wrong decision or exceed the authority, held rights abuse, causing damage to the Corporation and the State must take responsibility and compensation for the material damage caused by its losses under the provisions of the law.
Article 16. Control Board: 1. Control Board has five members; in which a member of the Management Board Chairman as assigned by the Board and by the members of the Board appointed by the decision, dismissed, reward, or discipline; includes a member's accountant, a member of Congress by the employees Of the company introduced, a member due to strong management Minister introduced and one Member by the General Director of the Bureau of management of State assets and capital in the business.
2. Control Board Member who is not his wife or the husband, father, mother, son, brother, chi, children of the Director General, Deputy Director, Chief Accountant Of the company and not be any mission Chief in the administration of the Corporation or any position in the other businesses of the same technical industry with the Corporation.
3. Control Board members must have the following standard: a) is the expert in accounting, auditing, economics, technology; understanding the law;
b) seniority about work on not less than 5 years;
c) don't have the money, the money on charges related to economic activity.
4. the members of the Supervisory Board is five years. Control Committee members may be appointed; in the course of the work, if not complete tasks will be replaced.
5. Control Board members are entitled to salary, bonus by the Board decided under the regime of the State.
Article 1 7. The duties, powers, responsibilities of the Supervisory Board: 1. Perform the duties assigned by the Board about the inspection, monitoring the activities of the Director General, the maid and the subsidiaries Of the company in financial activities, legal Executive, Charter Of the company , the resolutions and decisions of the Board 2. According to the Board report quarterly and annually, according to the incident about the test results, monitoring; timely detection and immediate report of the Board about the unusual activity, illegal signs in the Corporation.
3. do not reveal the test results, monitoring when not yet allow the Board; is responsible to the Board and the law if no ignore or cover up the offense.
Chapter IV GENERAL MANAGER and HELP the Article 18.
1. The Director General by the Heads decided to set up the Corporation appointed, dismissed, reward, or discipline as proposed by the Board Of Directors is the legal representative of the Corporation and is responsible to the Board, before the person appointed and before the law on the operations of the Corporation. The Director General is the person who has the right to the highest executive in the Corporation.
2. the Deputy Director is the help Of a ceo or a number of areas of activity Of the company according to assigned by the Director General and responsible to the Director General and the laws on Director General mission assigned to perform.
3. the Chief Accountant Of the company helped steer President, oversee the organization accounting, statistics of the Corporation, have the rights and duties prescribed by the law.
4. The Office Of the company, or have professional expertise, staff functions, helps the Board of management and the Director General in management, Executive jobs.
Article 19. The Director General has the following powers and duties: 1. The same President of the Board of capital newsletter (including debt), land, resources and the resources of the State to manage, use according to the goals, the tasks of State Affairs for the Corporation. Delivery of the resources received by the State for the subsidiaries Of the company under the scheme was approved by the Board. Recommendations of the Board of adjustment of capital projects and other resources when it handed back to the Member units and adjusted when there is a change in the Mission of the unit members in the form of increase and decrease of capital.

2. Using efficiently, preserve and grow capital under the scheme was approved by the Board. Construction methods of raising capital, the Management Board for approval and implementation of that approach: implement and direct the financial firms of the Corporation (if any) made for loan financing and serve the capital requirements of the company and of the subsidiaries.
3. Build the development strategy, long-term and annual plans, the program activity, the protection and exploitation of the resources Of the company, new investment projects and investment in depth cooperation projects with foreign investment, the joint venture approach, coordinated approach the business of the unit members , training plans, training of officers of the Corporation, the measures implemented economic contracts worth big money to the Board to review the decision or the next State agencies have the authority to decide. Implementation of strategies, plans, projects, project, measure was approved.
4. The business activities of the Corporation; responsible for the business results Of the company to perform the task and great balance of State Affairs for the Corporation; is responsible to the Board, before the agency heads appointed by the decision, before the law on the implementation of the stabilization of prices of goods and services according to the rules of the State where the Corporation is doing business.
5. Build and process of the Board approving the technical-economic norms, standard product, unit price, unit price and salary level in the construction of specialization in accordance with the General rules of the industry and of the State. Implement and test the implementation of norms, standards, this unit price in the whole Of the company.
6. the recommendations of the Board of the State agency heads are authorized the Prime Minister to decide on the appointment, dismissal, rewarding discipline, Deputy Director, Chief Accountant Of the company; the proposal of the Management Board appointed, dismissed, reward, or discipline members Unit Director; the decision of appointment, dismissal, rewarding discipline, Deputy Director, Chief Accountant member units, the Director of subdivisions, subsidiaries and equivalent titles according to the proposal of the Director of the unit members; the decision of appointment, dismissal, reward, or discipline, the Deputy Chief rooms or, the Chief Justice, associate Office of the Corporation.
7. Constructed to process the Board browser staffing management Corporation, including the option to adjust when changes to the Organization and staffing of the Management Of the company and its subsidiaries; founded and directed the maid; check payroll implementation management of the subsidiaries; the Board approved the Charter, bylaws of organization and operation of the unit members by the Director of the unit members build browse scheme established, reorganized, disbanded the unit directly under the unit members by the Director of the unit members.
8. Build and process of the Board approved the labor regulation, regulation of wages, reward, or discipline applied within the Corporation.
9. Governing the activity Of the company according to the resolutions, decisions of the Board; the report of the Board and the competent State authorities of the results of operations of the Corporation, including quarterly reports, and annual, aggregate financial report, a balance sheet of the assets Of the company.
Aggregate financial report must delineate clearly the focus of the accounting portion Of the company and the members of the independent accounting, the Board adopted. Aggregate financial report must be based on the basis of the documents were legitimate Audit Agency confirmed.
10. Implement and check the membership service, and other lodging tax under the provisions of the law and of the State. Plans to distribute the profit after taxation of the Corporation the Board approval under the provisions of the State.
11. Provide full of documents at the request of the Management Board and the Supervisory Board. Preparation of the documents for the meetings of the Board.
12. Should the test, supervision of the Management Board, supervisory board and the competent State agencies for the implementation of his executive duties.
13. Is the decision to apply measures beyond his jurisdiction in cases of emergency (natural disasters, fire, the enemy, the problem) and take responsibility for those decisions; at the same time must report immediately to the Board and the competent State bodies to solve the next chapter V COLLECTIVE WORKERS in the CORPORATION article 20. The Congress of employees of the Corporation is the form directly to the worker participation in the Management Of the company. Congress officials have the right to: 1. Discuss construction of collective labor agreements to collective labor representatives negotiated and signed with the Director General.
2. Discussion and through regulation of use of the relevant Fund directly to the benefit of employees of the Corporation.
3. Discuss and contribute ideas on planning, planning, assessing the efficiency of business management, to propose measures for labor protection, improved working conditions, the physical and spiritual life, sanitation, training and retraining of workers Of the company.
4. Introduce the participants to the Board of supervisors.
Article 21. The Congress officials was organized and operated according to the instructions of the Vietnam General Confederation of labor.
Chapter VI SUBSIDIARY CORPORATION Article 22.
1. The Corporation has subsidiaries is the State enterprise of independent accounting, the accounting unit depends on the business units. List of Member units recorded in the decision establishing the specific rules of each individual or Corporation.
2. The Members Of the company seal, open bank accounts in line with its accounting methods.
3. A member's independent accounting business and accounting unit dependent Charter organization and private activities of the business units Of the company have the Organization and regulation of private activities. The Charter and bylaws were approved by the Board consistent with the laws and regulations of the Corporation.
Article 23. Members are State enterprises independent accounting: 1. The business of independent accounting state is a Member Of the company business autonomy and financial autonomy, to be bound on the rights and obligations Of the company under the provisions of the Charter of the Corporation.
2. The Management Board, General Director Of the company has the rights to members of the independent accounting business is as follows: a) the credentials for the business manager members manage, run your business are consistent with the Charter of the enterprise was the Board Of the company.
Director membership accounting business independently responsible to the Management Board, General Director Of the company, before the law on the activities of the business;
b) appointment, dismissal, reward, or discipline, Deputy Director, Director;
c) approved the plan, test plan, and financial settlement; specify extract of reward funds, welfare in business under the provisions of the Ministry of finance;

d) Extract a part funds the basic depreciation and profit after tax according to the provisions of the Ministry of finance to form the focus of the Foundation Of the company used in the the purpose of investment priorities, implementation of investment projects in the unit members;
DD) approved projects, investment expanded plan, invest, cooperate, additional guns, withdrawing a part of capital, the transfer of shares in the management of the Corporation are due to the members holding business;
e) regulates the financial resources, including foreign currency, between the unit members to use the most effective in the capital Of the company, on the principle to ensure the total assets of the enterprises was revoked less which is lower than the total debt plus capital levels have been adjusted to correspond with the mission or business scale;
g) approve the form of unit price paid wage and measures to guarantee the life, labor conditions for staff, employees of the enterprise;
h) decide to expand or narrow the scope of business of business members according to the development strategy of the Corporation;
I) ratify the Charter organization and operation of enterprises, which regulates the decentralization of Business Director for organization management, recruitment, reward, promote, discipline officials; credit limit (buy, sell and loan lenders slow to pay) for the sale of fixed assets, purchase and sale of shares of the company; purchase copyright invention, patent, technology transfer; join the venture unit, economic associations, other issues related to the autonomy of a State enterprise under the State enterprise law;
k) check the operation of the business and business requirements to report on the financial situation and results of operations.
Article 24. Members Of the company's independent accounting enterprises responsible for the debt, about his commitment to the extent of the capital due to the business management, use, namely: 1. In strategy and development investment: a) the assigned enterprise implementation of investment projects developed under the plan of the Corporation. Business is the Corporation allocated resources to implement the project;
b) businesses of investment projects, development projects not located in the project by the Corporation directly. This case must mobilize enterprises, responsible for finance.
2. in business activities, construction business and organizations make their plans on the basis of: a) guarantee the objectives, targets, the great balance of the technical-economic norms mainly including the price and the price of the business fit in with the General Plan of the Corporation;
b) business expansion plans based on the optimal use of all resources that are mobilized and business fit in with the needs of the market.
3. in the financial activities and economic accounting: a business capital and received) resources of the State by leaving the company for business. The business mission is conservation, development capital and other resources;
b) business was right to mobilize capital, other credit sources under the law to implement the business plan and its investment and development;
c) businesses formed the basic construction investment fund, the production Development Fund, Fund Awards, Welfare Fund, the financial reserve fund under the financial regulation of the Corporation (if applicable) or as specified in the financial Ministry doors. The enterprise has the obligation to republish the submission and used the funds of the Corporation under the provisions of the Charter Of the company and according to the decision of the Board;
d) responsible business tax and other financial obligations (if any) prescribed by law;
DD) business can be the Corporation authorised to perform the contract with domestic and foreign clients on behalf Of the company.
4. In the field of organisation, staff and labour: a) the enterprise has the right to suggest the Corporation review, decision or be the corporation authorized to decide the establishment, dissolution, reorganization of the units and the Organization of the enterprise management under the provisions of the Charter Of the company and your own business rules;
b) within the framework of staffing is the Corporation, the business was the right selection, layout or use for retrenchment for employees working in management and its business. The appointment, dismissal of the titles in business management and business units; the arrangement, applies salary mode under the hierarchy of the Corporation specified in the specific rules of each Of the company.
c) enterprise has responsibility to take care of the development of human resources to ensure the implementation of the development strategy and business tasks of the business; take care to improve working conditions, living conditions of workers under the provisions of the labor law and the law of the Union.
Article 25. Members are dependent accounting units: 1. the business autonomy according to the hierarchy of the Corporation, subject to the legally binding obligations and rights with respect to the Corporation. The Corporation is responsible for the end of the financial obligations incurred by the commitment of these units.
2. Signed economic contracts, was actively done the business contract, financial activities, organization and personnel according to the hierarchy of the Corporation. The powers and duties of the accounting unit dependencies are detailed in the Statute of the Organization and operation of this unit by the Board approval.
Article 26. The business units have the Organization and regulation of activities approved by the Board; make the regime took the currency be created, compensate revenue due to implementation of the service contract, scientific research and training for the units in the country and abroad; enjoy the reward Fund and Welfare Fund according to mode, lower case the average rate of the Corporation can be supported from the reward and benefits fund of the Corporation.
Article 27. Depending on the particularities and the specific conditions of each Corporation, Heads decided to set up the Corporation decide to establish or not to establish finance companies in the Corporation.
Article 28.
1. Finance companies is business accounting of independent Members Of the company, operating under the law and instructions of the Governor of the State Bank, according to the Charter and the Organization of activities by the Board and approval by the authority of the Director General Of the company.
2. Finance companies the task of raising capital to lend capital to serve the needs of the Corporation and the Member units, through forms of preferential credit loans from the Government, the commercial bank's credit and financial institutions the eels in the country and abroad; stocks, corporate bonds, bonds, buy sell papers and vouchers are priced according to the rule of law; raising capital idle but officials within the Corporation and the unit in the technical-economic sector Of the company business.
3. Financial companies made for the financing of investment projects Of the company, perform other services as provided by the Charter company and financial company bylaws Of the company by the State Bank. For large projects, the owner directly contracted, financial companies do service functions.
4. The unit using the company's financial capital in principle have the borrower has to pay, made the internal interest rate regime led by financial companies suggest, General Manager of the Corporation approved as authorized by the Board.
Chapter VII

The MANAGEMENT SHARES of the CORPORATION and of the BUSINESS MEMBERS in the BUSINESS Category 1 MANAGEMENT SHARES of the CORPORATION in OTHER ENTERPRISES Article 29. For the capital of the Corporation to the other business, the Board Of the company has the following rights and duties: 1. capital contribution approved by the Director General to build to the decision or the heads of the State authorities decide according to the hierarchy in detail e, paragraph 2 , Article 13 of the Charter.
2. The proposal of the Director General, election, dismissed, reward, or discipline who directly manage the Corporation's stake in the business capital of the Corporation.
3. Monitor, check the use of the company's total capital to other businesses; responsible for the efficient use of conservation and development, which had contributed and profiting from the company's capital contribution to other businesses.
Article 30. Rights and obligations of the person who directly manage the Corporation's stake in other businesses: 1. Join management titles, executives in the business capital of the Corporation by the rules of this business.
2. Follow-up and monitoring of the situation of this business activity.
3. Prepare the report and responsible to the Board Of the company about the effective use of củn stake Of the company to this business.
Section 2 MANAGEMENT of ENTERPRISE SHARES MEMBERS INDEPENDENT ACCOUNTING INCLUDED in OTHER ENTERPRISES article 31. Business members are independent accounting capital contribution to other businesses under the Corporation's hierarchy. For the capital of the enterprises to other enterprises directors have the right and obligation to manage the shares as follows: 1. capital contribution approach to construction Of the Board of Directors Of the company for approval.
2. Election, dismissed, reward, or discipline who directly manage the stake of the business and other businesses.
3. Monitoring, check using shares of enterprises; responsible for effective use, conservation and development of which had contributed; profiting from the capital of the business to other businesses.
Article 32. And the obligation of the direct management of enterprise's stake to other businesses.
1. Taking the title of executive management, business capital of his business by the rules of this business.
2. Tracking, monitoring the situation of the business activities of the enterprise with capital of his business.
3. the implementation report mode specified by the Director responsible to the Board, General Director Of the company and Director of the effective use of its business stake in the business that I was sent on to join management, operator: Item 3 Article 33 JOINT VENTURE UNITS. The venture unit which the Corporation or the members of the business Of the company involved, is managed, operated and operating under the foreign investment Law, corporate law and other related laws of Vietnam. Of the company or the business Members Of the company performed all the rights, obligations and liability for this venture regarding financial activities under the provisions of the law and according to the contract signed.
Chapter VIII FINANCING of CORPORATIONS Điềù 34. The Corporation performed General Accounting mode, self financing business in accordance with the law on State enterprises, the other provisions of the law and the Charter of the Corporation Article 35.
1. the capital of the Corporation consists of: a) Which was delivered at the time of establishment Of the company;
b) additional state capital investment Corporation (if any);
c) portion of net profit are additional regulatory capital to extract hịện;
d) other capital sources (if any).
2. When there is a steady, rising capital, the Corporation must timely adjustments in the balance sheet of assets and capital stock of the Corporation has been adjusted.
Article 36.
1. The Corporation is established and used the funds to ensure that the focus for the development of the whole Of the company effectively.
2. The focus Fund crab Corporation established under the provisions of the Charter of the Corporation, the financial regulation Of the company (if any) and by the decision of the Board, including: a) Development Fund was created from the fundamental depreciation of capital and the total profits of the subsidiaries under the provisions of the Ministry of finance , gains from shares in the Corporation's other businesses and other sources of capital depreciation and return on reinvested of extra tax accounting units Of the company are focused at the Corporation to invest according to the annual plan.
The Corporation financing the basic depreciation of the Member units of the independent accounting, right under the principle of the loan paid, have internal interest rates due to the Director General for approval as authorized by the Board and under the guidance of the Ministry of finance.
For some particular cases of a number Of companies, are prescribed in the specific rules of the Corporation, the Corporation's financing basic depreciation of the Member units of the independent accounting principle decreased equity for the unit record equipment financing basic depreciation;
b science and Research Foundation) training focus, to give the units in charge of scientific research, training and retraining staff members throughout the Corporation was formed from the production Development Fund of the unit members and funding your career training from the State budget (if any), and other sources, including the source due to the business units of the Corporation obtained from the performance of services and contract research, training was signed with enterprises and business units in the country and abroad;
c) financial reserve fund, Fund Awards, Welfare Fund was established under the guidance of the Ministry of finance. The levels of extract, extract specific submissions for the aforementioned Fund and the use of funds under the guidance of the Ministry of finance and are prescribed in the specific rules of the Corporation, the financial regulations of the Corporation (if any).
Article 37. The financial autonomy of the Corporation: 1. The Corporation operates on the principle of financial autonomy, self balancing revenues and expenses, has the responsibility to preserve and develop the business of the funds Of the company, including shares in other businesses.
2. Be responsible for the payment of the liabilities recorded in the balance sheet of the assets Of the company and other financial commitments.
3. Perform the test, monitoring of financial activity in the whole Of the company.
4. Every credit relationship lending, borrowing and buying, sales are slow to pay, the guarantee between the Corporation and the external partners Of the company must follow the hierarchy of norms for once the loan under the provisions of the Ministry of finance.
5. The corporation responsible for the construction, the process of registration, financial plan and the financial statements balance sheet, the assets of the Corporation for report to the authority and the total annual settlement with the Ministry of finance. The Ministry of finance to check and approve the settlement of the Corporation.
6. The Corporation is responsible for filing taxes and filed under current law, and according to the financial regulation of the Corporation (if any), except that the members have filed. Was using the interest rate after the completion of tax obligations for the State under current rules.
7. The profit that the Corporation or the subsidiary obtained from shares in other businesses do not have to file income taxes, if the business has filed income taxes before the dividend for the parties.

8. the financial activities of the subsidiaries Of the company and about the relationship between the financial activities Of the company with the unit members to be made consistent with the specific conditions of each Of the company, financial regulation of corporations (if any).
9. Liability of the Corporation in its business relationships and in civil relations is limited at the level of the total capital Of the company at the time of publication.
10. General the company must perform strictly statistical and accounting Ordinance, accounting mode and current financial reporting for State enterprises.
11. The Corporation subject to the checking, monitoring of the financial and business activities of the competent State agencies as prescribed by law.
Chapter IX RELATIONSHIP BETWEEN CORPORATIONS with STATE AGENCIES and LOCAL GOVERNMENTS Article 38. The relationship with the Government.
1. Observance of laws, seriously implement the provisions of the relevant Government to corporations and State enterprises.
2. implementation of the master plan, the development strategy Of the company in overall strategic planning, industry development, the territory of the State.
3. Observance of the established rules, split, enter, dissolve, the organization policy, officers; credit financial regimes, taxes, profit; the mode of accounting, statistics.
4. Subject to check, inspect the implementation of laws, policies and guidelines, the regime of the State at the Corporation.
5. Proposed recommendations on the solution, the mechanisms of State management policy for the company.
6. Are management and the use of capital, property, land, the resources allocated by the State to perform the task of business and to ensure that resources development, 7. Enjoy the mode of subsidy, subsidies and the other mode as specified by the Government.
The kite 3. The relationship with the Ministry of Finance: 1. The Corporation is subject to the dominant State of the Ministry of finance about the job: a) in compliance with the accounting, tax, finance, accounting, organizational and accounting;
b financial and audit) internal audit Of the company.
2. The Ministry of finance is the Government agency entrusted to make some functions of the owner, dominates the Corporation regarding: a) determines the capital, resources and other resources which the State Affairs Management Corporation for use, b) examined the use of effective conservation , development capital and other resources are delivered in the course of operations, are expressed through a yearly settlement;
c) settlement of the year Browse the Corporation;
d) issued financial regulation model applies to the Corporation and approves specific financial rules (if any) of each Of the company.
3. The Corporation shall bear the financial inspector, inspection and other issues of the Ministry of finance.
4. The Corporation has the right to propose solutions, mechanisms, fiscal policy, credit and other content relevant to the Corporation; recommendations to the Ministry of finance and the Agency decided to establish approval to implement the transfer of property has great value, cooperation with foreign investment and other economic elements the credit limits on relations, the implementation of the financial obligations, the distribution of profits after tax the liquidation, the assets of the Corporation, the additional budget for the Corporation.
Article 40. For Ministry, ministerial-level agencies, direct government agency manages the technical-economic sector: 1. With state management functions of the technical-economic sector, the agency that governs the Corporation: a) issued the standard product; technology standards, including the odd equipment, equipment; the level of technical and economic level of direct examination, monitor the Corporation on the implementation of the standards and norms;
b) issued planning and construction, the economic development sector-techniques, and direct examination Of the company on the implementation of the master plan;
c) Corporation, is responsible for implementation of the above provisions of direct agencies managing technical-economic sector; are recommendations to the Agency about the relevant content.
2. With the tasks assigned by the State to make some functions of the owner, the agency that governs the Corporation: a) to establish, split, enter, reorganization, dissolution Of the company if the Agency was authorized by the Prime Minister;
b) to ratify the Charter, the additional content, modifying the Charter of the Corporation, if authorized by the Prime Minister;
c) along with the Agency was authorized by the Prime Minister, prepares to process the Prime Minister appointed, dismissal, rewarding discipline for members of the Board, General Director Of the company due to the Prime Minister decided to form;
d) appointment, dismissal, discipline, rewarding the members of the Board, General Director, Deputy Director, Chief Accountant Of the company due to this agency heads sign the form; introducing representatives of the Agency participate in Supervisory Board Of the company;
DD) engaged in capital and other resources for the total company, check the operation of the Corporation; The Corporation is responsible for the report under the provisions of the State and other reports as requested by the Agency;
e) direction Of the company in ensuring the State's large balance; satisfy the market of the goods, essential services under the provisions of the State where the Corporation is in business to stabilize prices, g) Of the company also dominated, checking, monitoring, direct administration of technical-economic sector within the scope of the functions of the Agency under the provisions of the law.
Article 41. Other ministries, ministerial agencies, other agencies in the Government, as a State Agency, dominates the Corporation regarding: 1. the implementation of the technical-economic norms, product standards, product quality consistent with industry standards, relevant national standards.
2. implementation of the provisions on the protection of the environment.
3. Participate in appraising investment projects according to the strategy, the development of the technical-economic sector and regional economic planning.
4. implementation of the provisions regarding foreign relations and export, import.
5. Ensure the implementation of these rights, the obligation for workers under the provisions of the law. The Corporation is subject to supervision, examination of the body of the function in the sector has been regulated for that agency.
Article 42. For local authorities, as the authorities of the State in the territory Of the company subject to the governance and the observance of the administrative regulations, the obligations with respect to the people's Council, the people's Committee of the levels prescribed by the law.
Chapter X REORGANIZATION, DISSOLUTION, bankruptcy Article 43. The reorganization Of the company by the Board of Trustees recommended Heads decided to review the decision.
Article 44. The Corporation was dissolved in case Heads decided to set up see no need to maintain this Corporation. Upon dissolution of the Corporation, Heads decided to set up the Corporation established dissolve the Council. Of the assets of the Corporation were dissolved after the payment is charged in accordance with the law, State-owned.
Article 45. The reorganized, split, enter, and established new subsidiaries Of the company by the Board of Trustees recommended Heads decided to set up the Corporation to review the decision.
Article 46. Of the company and the subsidiaries Of the company if the inability to pay the debt due then processed according to the provisions in the law on enterprise bankruptcy.
Chapter XI ENFORCEMENT TERMS

Article 47. The specific rules of each Of the company were not contrary to the provisions of the Charter. All individuals, subsidiaries of the Corporation is responsible for the implementation of the Charter of the Corporation.
Article 48.
1. The members of the Corporation pursuant to the law on State enterprises, the specific conditions of the Corporation for the construction of the Charter or bylaws of organization and activity of the unit to the Director General of the Board Of the company. The Charter or the Statute of the unit members were not contrary to the Charter of the Corporation.
2. where the need for additional, modifying the Charter of the Corporation, the Board of the agency heads have ratified the Charter. The unit members as modified, supplemented the Charter or bylaws of organization and their activities, by the Director General of the Board Of the company decided.
Article 49. In the case of the text of the Government's ministries, ministerial agencies, government agencies, provincial people's Committee, central cities and decided to set up business members have other rules with specific rules of each Of the company, if the Government allows, then follow the specific rules of the Corporation.