Government DECREE No. 38-CP on 30-5-1995 about ratifying the Charter the Organization and operations of the Vietnam oil and gas Corporation _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on Government Organization, 30 September 1992;
Pursuant to article 27 paragraph 1 of the law on State enterprises;
Local Association of proposal management Vietnam oil and gas Corporation, the DECREE: article 1.-issued Decree on the ratification of the Charter the Organization and operations of the Vietnam oil and gas Corporation attached to this Decree.
Article 2.-the Minister of finance, Minister, head of the Organization-Government officials, the Governor of the State Bank and the Ministers, heads of ministerial agencies, governmental bodies concerned pursuant to this Charter to guide implementation.
Article 3.-this Decree shall take effect from the day of promulgation.
The Ministers, heads of ministerial-level optical engine, government agencies, the Chairman of the provincial people's Committee, the central cities, the Board and the General Director of the Vietnam oil and gas Corporation is responsible for the implementation of this Decree.

 



Vo Van Kiet (signed) CHARTERED organization and operations of the Vietnam oil and gas Corporation (attach authorization Decree No. 38-CP on 30-5-the Government's 1995) Chapter 1: GENERAL PROVISIONS article 1.-Vietnam oil and gas Corporation is the Corporation State Government by the Prime Minister established an azimuth resolution consists of the members are independent accounting business dependent accounting units and business units have intimate relations of economic interests, financial, technology, supply, consumption, services, information, training, research, marketing, operating in the oil and gas industry.
Article 2.-Vietnam oil and gas Corporation (hereinafter referred to as the Corporation) has the task of research, search, exploration, exploitation, processing, storing, transporting, do oil and gas services; import and export of materials, equipment for oil, gas, petroleum, crude oil, petroleum products; the circulation of the petroleum products; conducting other business activities according to the law and perform other tasks assigned by the State.
The Corporation is conducting petroleum operations on the entire territory, the territorial sea, the exclusive economic zone, the continental shelf and islands within the jurisdiction of the Republic of Vietnam and Socialist is conducting petroleum operations abroad when the Government allows. Every activity search, exploration, mining, petroleum thac of organizations and individuals in Vietnam only to be conducted on the basis of the contract with Vietnam oil and gas Corporation.
Article 3.-the Corporation has:-legal personality under the law of Vietnam;
-The Charter of organization and operation, management and administration;
-Capital and private property, responsible for the debt to the extent of the capital because Of the management company;
-Seal, opened the account in the State Treasury and the banks in the country and abroad;
-Balance sheet assets, the focus Fund under the provisions of the Government and direction of the Ministry of finance.
Article 4.-the total company called international transactions is the VIETNAM OIL AND GAS CORPORATION PETROVIETNAM, abbreviated as.
Head Office of the corporation located in Hanoi City.
Article 5.-the Corporation is managed by a Board of Trustees and is managed by the Director General.
Article 6.-Vietnam 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 2: the RIGHTS and OBLIGATIONS of the CORPORATION section 1: RIGHTS of the CORPORATION article 7.-1. The Corporation has the right to manage, use of capital, land, waters, resources and other resources of the State Affairs in accordance with the law to implement the strategic task of socio-economic development was delivered to the Corporation during each period.
2. The Corporation has the powers handed back to the member management, using the resources that the Corporation received by the State; adjust the resources were allocated to members where necessary in accordance with the general development plan of the Corporation.
3. The Corporation has the right investment, joint venture, equity contributions, to buy part or all of the assets of the other enterprise under the provisions of the law.
4. The Corporation has the right to transfer, 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; for the land, waters, resources in the administration of the Corporation shall comply with the law.
Article 8.-the Corporation has the right to manage organizations, 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;
5. self selecting market; be exported, imported under the provisions of the State;
6. Decide the purchase price, the sale price of products and services, except for those products and services priced 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. 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 guests abroad and sent delegations and individuals abroad for work, study, visit the survey; except for the Chairman of the Board and the ceo must be prime. 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 9.-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 and have returned;
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, fund focus basic depreciation according to the level and rate quoting, management mode and use the funds specified in the financial rules Of the company;
4. The Corporation is using the profit remaining after did enough with the State development investment funds, and other funds according to regulations, to divide workers according to the dedication of each person on the business results for the year and according to the shares;

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;
6. Enjoy the preferential investment or reinvestment according to the regulations of the State.
Article 10.-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 article 11.-1. The Corporation is obliged to receive and use effectively, conservation, development of capital of State Affairs, including the portion invested in other businesses, and receive, the effective use of resources, land, waters and other resources of State Affairs, to implement business goals and other special tasks assigned by the State.
2. The Corporation is obliged to pay:-the debt recorded in the balance sheet of the assets Of the company at the time of establishment Of the company;
-International credits because of Government-mandated for the receiving Corporation;
-The credits due to the direct loan Corporation or guarantees for the Member units of the loan according to the contract of guarantee.
Article 12.-the Corporation is obliged 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 provided by the Corporation;
2. Build the development strategy, annual and 5 year plan, the lot Division, Planning Department to manage, protect and exploit petroleum resources consistent with the Mission of State Affairs and the needs of the market;
3. Make the economic contract signed with partners, signed a contract on oil and gas activities with the contractors under the jurisdiction and organization monitoring the implementation of the signed contract;
4. Innovation, modernizing technology and management methods; use the income from the transfer of assets to reinvest, renewing equipment, technology of the Corporation;
5. Perform the obligation for workers under the provisions of the labor code, ensuring workers participation in the Management Of the company;
6. implementation of the provisions of the State on the protection of natural resources, the environment, defense and national security;
7. Perform statistical reporting, periodic reports under the provisions of State and extraordinary reports at the request of the representative of the owner; responsible for the authenticity of the report;
8. 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 13.-1. The Corporation has an obligation to implement the right mode and the regulations on the management of capital, property, funds, accounting, accounting, audit mode and other modes due to State regulation; responsible for the authenticity of the financial activities of the Corporation.
2. The Corporation has the obligation to publicize the annual financial report, the information to be correct 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.
Chapter 3: the BOARD, the BOARD of SUPERVISORS article 14.-1. The Board performs the function manage the operations of the Corporation, responsible to the Government on 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, waters, resources and other resources allocated by the State for the Corporation;
b) consideration, approval by the Director-General recommendations on the allocation of capital and other resources for the unit members and regulate capital and other resources between the 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 Prime Minister approved the strategy, planning, long-term development plan, the 5-year plan of the Corporation; through the lot Division, Planning Department to manage, protect and exploit petroleum resources; the decision of the annual plans of the Corporation to the Director General to the Member units;
DD) Organization, appraisal and review process the competent authorities approved the plan of investment, new investment projects, investment cooperation projects with foreign capital by parties by the management company;
e) The Prime Minister for approval or if the authoritative Prime Minister then decided to joint venture projects with foreign government regulations; the decision of the joint ventures in the country, the economic contract great value. The Prime Minister decided to invest in the project group A; the Prime Minister was authorized to decide on the project groups B and C; 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. Establish, split, enter, disbanded the unit members in accordance with the law. In coordination with local authorities in the protection of the property;
g) enact and monitor implementation of the norms, technical-economic criteria, including salary, unit price unit price and quota in specialized construction, standard product, trademark, price of petroleum products and services 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 Prime Minister approved the Charter and the revised Charter supplements, organization and operation of the Corporation. Ratification of the Charter, the Organization and activity regulation, regulation of financial activity of the unit members and the additional amendments, the Charter or bylaws of organization and operation, the financial regulation of the unit members as proposed by the Director General. The decision to open a branch, Representative Office of the Corporation in the country and abroad according to the procedure prescribed by law;
I) for personnel in management and Administration Of the company:-decide the total payroll management, executives Of the company and adjust when necessary according to the proposal of the Director General;
-The proposal of Minister, head of the Organizing Committee – Government officials in the Prime Minister's decision on the appointment, dismissal, reward, or discipline Of the Director.
-The proposal of Minister, head of the Organizing Committee – Government officials decide the appointment, dismissal, rewarding discipline, Deputy Director, Chief Accountant Of the company according to the proposal of the Director General;
-Decide on the appointment, dismissal, reward, or discipline members Unit Director as proposed by the Director General;
-Decide the election, dismissed, reward, or discipline who directly manage the Corporation's stake in the business capital of the Corporation;
k) approval by the Director-General recommendations on setting up and using the focus Fund correspond to the business plan, the financial plan of the Corporation, in accordance with the financial regulation of the Corporation;

l) review the plan of raising capital (in any form) and debt guarantee, liquidated the assets of the unit members to the decision or the Prime Minister decides according to the principles specified in Article 38 paragraph 4 of this regulation;
m) through quarterly activity reporting, 6 months and annually by the Corporation and a general financial statements (including balance sheet assets) of the Corporation and of the Members Of the company by the Director General, and asked the Director General publish annual financial reports as stipulated by the Ministry of finance.
3. The Board has seven members due to the Prime Minister appointed, dismissed the proposal of Minister, head of the Organization-Government officials. Standards of the members of the Board are specified in article 32 of law of State enterprises.
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 in the field of petroleum, economics, finance, business administration, law.
Chairman of the Board and ceo not the Corporation. 4. the term of Office of members of the Board is five (5) years. Members of the Board may be appointed. Members of the Board can be dismissed and replaced in the following cases:-When there are signs of breaking the law, violating the Charter Of the company;
-Insufficient ability to undertake the work, according to the proposal of at least 2/3 of the incumbent members;
-Please resign;
-When there are other job layout decisions.
5. The Chairman of the Board of management is responsible for implementation of the duties and powers of the Board says in paragraph 2 of this Article.
6. working modes of the Board: a) the Board working under collective mode; the regular quarterly meeting to review and decide the issue of jurisdiction and responsibilities. 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 on 50% of the members of the Board of the proposal;
b) Chairman of the Board convening and chairing all meetings of the Council; the case of unforeseen absence, the Chairman of the credentials for a member in the Corporation chairing meetings;
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 Management Board and the others were invited to the meeting before the meeting date five (5) days. The contents and conclusions of the meetings of the Board shall be recorded into the minutes containing all 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;
d) 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 relevant competent representation to attend meetings. The case has significant content related to the local authority must then invite representatives attend the provincial people's Committee meeting; cases relating to the rights and obligations of the employees of the Corporation, the Chairman of the Board has the responsibility to invite a representative to attend the industry unions. The representative has the right to speech but does not participate in voting; When it detects that the resolutions and decisions of the Board are detrimental overall benefits shall have the right to petition in writing to the Board, and reported that his agency heads to review representative, addressed by the authority. Where necessary, the heads of these agencies report Prime;
DD) resolutions, 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; in time yet to have the decision of the competent State bodies must still approve the resolution, the decision of the Board;
e) operating costs of the Board including salaries and allowances are calculated on cost management of the Corporation. The Director General ensures the conditions and means necessary for the Board to work.
Article 15.-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 5 to 7 expert, dedicated activities.
3. The Board established the Control Board to help the Board make the inspection, monitoring the activities of the Director General, the Of the company and the subsidiaries Of the company in financial operations, Executive Charter Of the company, resolutions and decisions of the Board , executive law.
Operational costs, including salaries and allowances of the Board charged to operating costs of the Board. The Director General ensuring working conditions for the Control Board according to the regulations of the Board.
Article 16.-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, are entitled to the bonus corresponds to the effective operation 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 put ourselves in the position would restrict the ability to perform 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 shaft to his advantage or have the Act appropriating the business opportunities of the Corporation, do damage to the interests Of the company;
c) not act beyond the powers of the Board specified in this Charter.
3. members of the Board is the President, ceo, not established or hold the title of executive management, private enterprise, limited liability company, joint stock company and do not have the relations of economic contracts with private businesses, limited liability company joint-stock companies, by either spouse, father, mother, son, hold management titles.
Spouses, parents, children, siblings, you are not serving Chief Accountant, Treasurer at the company and in the subsidiaries.
4. The members of the Management Board jointly responsible to the Prime Minister and before the law of all 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 themselves in accordance with the law.
Article 17.-the Control Board:

1. Control Board has four members, including one member of the Management Board Chairman as assigned by the Board and the three other members of the Board appointed by the decision, dismissed; includes a member's accountant, a member of Congress by the employees Of the company 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 must be a person who has no family relationship with the General Manager, Deputy General Director, Chief Accountant Of the company and not be any mission Chief in the administration of the Corporation or of any duty would in other businesses in the oil and gas industry outside Of the company.
3. Control Board members are:-University level of accounting-auditing, or deep knowledge about oil and gas process technology or law;
-Experienced subjects work on not less than 5 years;
-Do not have the money, the money on charges related to economic activity.
4. the members of the Supervisory Board is five years. 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 general regime of the State.
Article 18.-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. The report of the Board periodically and annual and quarterly work about 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 intentionally ignore or cover these offenses were discovered.
Chapter 4: the DIRECTOR GENERAL and the AIR ASSIST article 19. — 1. The Director General of the Government appointed by the Prime Minister, dismissed, reward, or discipline as proposed by the Board and the Minister, head of the Organizing Committee-the Government officials. The Director General is the legal representative of the Corporation and is responsible to the Board, the Prime Minister and 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 the assignment or the authorization of the Director General and responsible to the Director General and the laws on Director General mission assignment or delegation.
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, the Division of professional functions, professional staff functions, helps the Board of management and the Director General in management, Executive jobs.
Article 20.-the Director General has the following powers and duties: 1. The same President of the Board of capital newsletter (including debt), land, waters, resources and other resources of the State to manage, use according to the goals, the tasks of State Affairs for the Corporation. Segment assigned 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 which other resources when distributed 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 Board of approval and implementation of that approach. Performing and directing financial companies of the Corporation make the mobilization of capital, loan capital requirements of service Of the company and of the subsidiaries;
3. Build the development strategy, long term and annual planning, planning the program activity, the protection and exploitation of the petroleum resources of the Corporation, the new investment project and invest, cooperative projects with foreign investment, the joint venture approach, coordinated approach the business of the unit members the training plan, and the fostering of the Corporation, the measures implementing the economic contract great value to the Board to review the decision or the next State agencies have the authority to decide. Implementation of strategies and plans, plan, project, measure was approved;
4. 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 throughout the Corporation;
5. Recommendations of the Board of the Ministers, the head of the Organization-Government officers appointed, dismissal, rewarding discipline, Deputy Director, Chief Accountant Of the company; the proposal of the Management Board appointed, dismissed, reward, or discipline members directors. The decision of appointment, dismissal, reward, or discipline the 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 Head of the Division, the Office of the Corporation;
6. Built to process the Board browser total payroll management Of the company and scheme 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; Browse schemes established, reorganized, dissolved the subdivisions, subsidiaries by Directors members;
7. The construction and the Management Council approved labor regulation; Regulation of salary, reward, or discipline apply in the Corporation;
8. Governing the operations of the Corporation as of the resolution or decision 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 financial report, general balance sheet, the assets of the Corporation.
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;
9. 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;

10. 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;
11. Subject to the checking, monitoring of the Management Board, supervisory board and the competent State agencies for the implementation of his executive duties;
12. 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 agencies to tackle next.
Chapter 5: the LABOR COLLECTIVE of the COMPANY article 21.-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 agreement for 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 Corporation; 4. Introduce the participants to the Board, the Board of control.
Article 22.-the Congress of employees is organized and operates under the guidance of the Vietnam General Confederation of labor.
Chapter 6: the MEMBER UNITS of the COMPANY Article 23.-1. Vietnam Petroleum Corporation has the unit members are the State-owned independent accounting (financial companies), the accounting unit and the business units (with the list given in the appendix to this Charter).
2. The Members Of the company seal, open bank accounts in line with its accounting methods.
3. Members Of the company's independent accounting business and accounting unit dependent Charter organization and private activity; business units of the Corporation 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 company.
Article 24.-the members are State enterprises independent accounting: 1. State Enterprise for independent accounting of the company business autonomy and financial autonomy, to be bound on the rights and obligations Of the company under the provisions of this Charter.
2. General the company has the rights to members of the independent accounting business is as follows: a) the credentials for enterprise management, the Director of operations of the business line with the enterprise's Charter was approved by the Corporation. The Director is responsible directly to the Corporation, on the operation of the business;
b) appointment, dismissal, reward, or discipline, Deputy Director, Director;
c) approved the plan, test plan, financial settlement; specify extract of reward funds, welfare in business under the financial regulation of the Corporation;
d) Extract a part funds the basic depreciation and profit after tax according to the financial regulation Of the company to establish the Fund of the Corporation refers to the purpose of reinvestment, made the investment in the subsidiary;
DD) approved projects, investment expanded plan, invest, cooperate, recovered a part of capital, the transfer of shares in the management of the Corporation are due to the members holding business;
e) reconcile 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 the level of registered capital of the enterprise;
g) approve the form of salary, wages and unit price measures to guarantee the life, labor conditions for officials and 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 Business Director for the hierarchy:-organization management;
-Recruit, reward, promote, discipline officials;
-The credit limit (loan, loans, sales slowly charged);
-Purchase of fixed assets, purchase and sale of shares of the company;
-Purchase a right to the invention, patent, technology transfer;
-Join the venture unit, the Economic Association;
-Other issues related to the autonomy of a State enterprise under the State enterprise law;
k) check the activities of businesses and business requirements to report on the financial situation and results of operations.
Article 25.-the Members Of the company's independent accounting business has financial autonomy, autonomy and responsibility for the debts, the account is committed within the scope of the capital due to the business management, use, namely: 1. In strategy and development investment: a) the business or organization is authorized to implement the investment project development According to the plan of the Corporation. Business is the Corporation allocated resources to the project.
b) businesses of investment projects, development projects not located in the project by the Corporation directly, but by businesses, financial responsibility.
2. in business activity: construction business and organizations make their plans on the basis of: a) ensure the targets, target, the balance sheet, the technical-economic norms (including price and 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) is received a portion of capital and resources of State Affairs for the Corporation, by the Corporation distributed to business and decided to adjust the resources above. Businesses have a duty to implement the conservation, the development of capital and 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. The enterprise has the obligation to republish the submission of contributions and was the beneficiary of the funds Of the company under the provisions of the Charter Of the company and according to the decision of the Board.
d) as an independent economic entity, is responsible for closing business taxes and other financial obligations (if any) for the State of the law.
DD) business can be authorized on behalf of the Corporation the Corporation made 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 authoritative decisions of company establishment, reorganization, dissolution of the dependent unit 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 officials in work management. The appointment, dismissing the officer titles in business management apparatus and subdivisions, business arrangements, the implementation of salary mode complies with the hierarchy of the Corporation specified in this Charter.
c) business is the right and 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 labor law and the law of the Union.
Article 26.-members are dependent accounting units: 1. Has legal personality 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 activities, financial activities, organization and personnel according to the hierarchy or the authorization of the Corporation. The powers and duties of the accounting unit dependent materialized in the Organization and operation of the unit by the Board approval.
Article 27.-The business units have the Organization and regulation of activities approved by the Board; make the regime take currency compensate, create revenue from service contracts, scientific research and training for the units in the country and abroad; enjoy the reward fund distribution 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 28.-financial company 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.
Financial companies the task of raising capital and loan capital to serve the needs of the Corporation and its subsidiaries through a form of preferential credit loans from the Government, the commercial credit of banks and financial institutions in the country and abroad; stocks, corporate bonds, bonds, buy sell papers and vouchers are priced according to the provisions of the legal documents; idle capital mobilization of the units in the oil and gas industry and employees within the Corporation.
Financial companies made for the financing of investment projects Of the company, perform other services according to the provisions of the Charter of the company and the regulation of financial companies in the Corporation by the State Bank. For large projects, the owner directly contracted, financial companies do service functions.
The unit uses capital from financial firms under the rule has the borrower has to pay, made the internal interest rate regime by the financial firm recommendations, General Manager Of the company for approval under the authorization of the Board.
Chapter 7: management SHARES of the CORPORATION and of the BUSINESS MEMBERS in the BUSINESS CATEGORY 1:. The 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. To build capital contribution projects on other businesses for approval according to the hierarchy at the point e , item 2, article 14 of the Charter;
2. 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 shares of the Corporation; responsible for the efficient use of conservation and development, which had contributed; profiting from the company's stake in the business capital of the Corporation.
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 activities in this business;
3. Prepare the report and responsible to the Board of the Corporation of shares of the Corporation to contribute in this business.
Section 2: management SHARES of the BUSINESS ACCOUNTING of INDEPENDENT MEMBERS in the OTHER BUSINESS article 31.-business members are independent accounting capital contribution to other businesses under the Corporation's hierarchy. For the capital of the business to other businesses, the Director has the rights and obligations of management shares as follows: 1. capital contribution approach to construction Of the Board of Directors Of the company;
2. Election, dismissed, reward, or discipline who directly manage the stake of the business in which units of the business;
3. Monitoring, check using shares of enterprises; responsible for the efficient use of conservation and development, which had contributed; profiting from the enterprise's stake in the unit to have capital of the business.
Article 32.-the rights and obligations of the direct management of enterprise's stake in other businesses: 1. Join management titles, executives in the business capital of the enterprise according to the margins of this business;
2. Follow-up and monitoring of the situation of business activities of the enterprise with capital of his business;
3. the implementation report mode specified by the Director; responsible to the Board of the Corporation and the Director of the enterprise's stake in the business that I was sent in to join the management, operating.
ITEM 3: the VENTURE ENTERPRISE article 33.-industrial joint venture VIETSOVPETRO oil and gas business activities and accounting under the provisions of the law on foreign investment in Vietnam, intergovernmental agreements, Charter venture enterprise, and the resolutions of the Board of the venture enterprise which Vietnam oil and gas Corporation is one side involved. This venture companies directly responsible before the law on the implementation of the obligations under the provisions of the agreement on the intergovernmental and the other provisions of the law of Vietnam.
Article 34.-The other venture unit Of the company or the business Members Of the company directly involved in the management and operator, operating under the foreign investment law, corporate law and other relevant laws of the State 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 8: financial CORPORATION Article 35.-Vietnam oil and gas Corporation perform general accounting mode, self financing business in accordance with the law on State enterprises, other laws and regulations of the Corporation by the Ministry of Finance issued after browsing through the Prime Minister.
Article 36.-the capital of the Corporation: 1. Capital stock of the Corporation (according to the results of the inventory of assets of the Member and the other is the State capital).
2. The capital of the Corporation consists of: a) the capital of the subsidiaries; shares of the Corporation in other enterprises, including joint ventures with foreign (including the VIETSOVPETRO joint venture companies) and the capital of Vietnam in the international complex on the basis of production sharing contract (PSC) be delivered to the Government Management Corporation , use;

b) after tax profit Part is used on the additional capital according to the financial regulation of the Corporation;
c) other capital sources (if any).
Every time the increase or decrease of capital, the Corporation must timely adjustments in the balance sheet of assets and publication of the capital of the Corporation has been adjusted.
Article 37.-the Corporation was formed and used the funds to ensure that the focus for the development of effective Corporation.
The funds of the Corporation is established under the financial rules Of the company and the decision of the Board, including: a) development: Investment Fund was created from the fundamental depreciation of capital and profits of the subsidiaries under the provisions of the Ministry of finance , gains from shares in the Corporation's other businesses and other sources.
Basic depreciation capital & income reinvestment of the extra accounting unit in the Corporation are focused at the Corporation to invest according to the annual plan.
If the Corporation financing the basic depreciation of enterprises independent accounting members must implement the principle lenders charged, have internal interest rates due to the Director General for approval under the authorization of the Board and under the guidance of the Ministry of finance;
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 set up to fund production of the unit members and funding, career training from the State budget (if available) training expenditure, due to the contractor under the contribution commitment of the production sharing contract (PSC) and other sources, including the source due to the business units of the Corporation obtained from the performance of services and incorporate local scientific research and training 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 excerpt, extract specific submissions for the aforementioned Fund and the use of this Fund are specified in the financial regulation of the Corporation.
Article 38.-the financial autonomy of the Corporation: 1. The Corporation operates on the principle of financial autonomy, self balance revenues, are responsible for the conservation and development of the business of the funds Of the company, including shares in other businesses; including the VIETSOVPETRO joint venture companies and joint venture enterprises;
2. Be responsible for the payment of the liabilities recorded in the balance sheet of the assets Of the company and other financial commitments if available;
3. Supervise the financial activities of the oil and gas contractors and report the results of monitoring to the competent State agencies;
4. Decentralization of authority in the credit relationship: All credit relationships (loan, loans, buying and selling is slow to pay, the guarantor) between the Corporation with the external partners Of the company must adhere to the following principles:-credit equal to 15% of the Charter capital levels back down/1 times the loan by the Corporation to consider and decide.
-Credit is equivalent to the level on the 15% capital/1 times the borrower must show the Prime Minister for approval;
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.
6. Make all revenues from outside the country, in the country related to the petroleum activity was deals in the oil and gas contract, filed the revenues to the State budget according to the rate specified in the financial rules of the Corporation;
7. The Corporation is responsible for filing taxes and filed as applicable law and according to the financial regulation of the Corporation, except that the members have filed. Are using the interest from the oil and gas activity after the completion of tax obligations for the State. The majority of this amount of interest to be used for the purpose of developing the business of the Corporation;
8. the financial activities of the subsidiaries Of the company and about the relationship between the financial activities Of the company with its subsidiaries be performed consistent with this Charter, the Statute and Corporation's financial regulation of financial activity of each Member unit by the Corporation;
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 was announced at the time of the latest announcement;
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 9: the RELATIONSHIP BETWEEN the CORPORATION with the STATE BODIES and LOCAL AUTHORITIES Article 39.-Corporation 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.
Article 40.-relationship with Prime: 1. With respect to the Prime Minister as the highest authority of the State in the management of the Government, the Corporation is subject to the leadership of the Executive): a the legal documents related to activities Of the company;
b) responsible for the service, the violation of the laws of the Corporation;
c) propose a solution, the mechanism and the governance policy for the Corporation.
2. for the Prime Minister as the person make the right owner for State enterprises, the corporation subject to the leadership of the work: a) get capital, land, waters, resources and other resources are allocated to state management, used to make profitable business goals and the goals of other socio-economic tasks and requests the Prime Minister's Affairs in each period;
b) approved recommendations and implementation strategies, medium-term and long-term plans, major investment projects, the economic contract great value, individuals for key positions of the Corporation (member of the Management Board, General Director);
c) periodic reports and activities of the Corporation;
Article 41.-relationship with the Ministry of Finance: 1. for the Ministry of finance as a State Agency, the Corporation on the subject: a) in compliance with the financial, accounting, tax, accounting, organizational and accounting;
b financial and audit) internal audit Of the company.
c) proposed a solution, these mechanisms, fiscal policy, credit is related to the Corporation;
2. for the Ministry of finance as a decentralized government agency make some of the owner's rights, on the subject: a) determines the capital, resources and other resources which the State assigned to the Corporation management, use;
b) use effective, conservation, development capital and other resources are allocated in the operating process is demonstrated through a yearly settlement;
c) building content and issuing the financial regulation to apply to the Corporation.

d) recommendations for approval and implement the transfer of property has great value, investment cooperation with other economic sectors and with foreign countries, the credit limits on relations, the implementation of the financial obligations, the distribution of profits after tax, the dissolution and liquidation of assets in the Corporation , the addition of capital budget for the Corporation.
Article 42.-relationship to the Organization-Government officials: 1. for the Organization-Government officers as State management agencies, corporations subject about: a) maneuver and promoted cadres;
b) build and implement standardised titles in the Corporation;
c) propose policies and mechanisms on the management and training, fostering in the Corporation.
2. for the Organization-Government officers as a decentralized government agency made some ownership for State enterprises, the Corporation on the subject: a) to build the Organization and reorganization Of the company;
b) recommendations for approval and implementation of the decisions of the Government on the policies, appointment, resignation, reward, or discipline officers in key positions in the Corporation according to the hierarchy defined in the Charter Of the company.
Article 43.-relationship with other ministries, ministerial agencies and governmental bodies: for the Agency as a State Agency, as State management bodies Of the company on the subject: a) build the technical-economic norms product standards, product quality and consistent with industry standards and national standards, the regulations on the protection of the environment;
b) appraising investment projects according to the strategy, the development of the technical-economic and sector planning in the territory;
c) make regulations on foreign relations;
d) ensure implementation of the rights and obligations of the employees of the company according to the advocates, the policy of the State;
DD) implemented the regulations on the work of import and export of petroleum and petroleum products business.
Article 44.-the relationship with the local authorities: for local government levels as the State administration on the territory Of the company subject to the governance of this body and the Executive responsible for the administrative regulations , the obligation for local governments under the law; at the same time under the management of local government levels as the decentralized government agencies made some ownership for State enterprises.
Chapter 11 REORGANIZATION, DISSOLUTION, bankruptcy article 45.-The reorganization Of the company by the Board suggest the Minister, head of the Organizing Committee-review and Government officials in the Prime Minister's decision.
Article 46.-the Corporation is dissolved in the event of the Prime Minister sees no need to maintain this Corporation. Upon dissolution of the Corporation, the Prime Minister established the Council to dissolve the Corporation. Of the remaining property of the Corporation is dissolved, the liquidation is completed after State-owned.
Article 47.-The reorganized, split, enter, and established new subsidiaries Of the company by the Board suggest the prime consideration, decision.
Article 48.-Corporation and the subsidiaries Of the company in bankruptcy, then processed according to the order prescribed in the law on enterprise bankruptcy and under the guidance of the Government on the implementation of the law on enterprise bankruptcy.
Chapter 11: the TERMS ENFORCED Article 49.-this Charter was applied for the Vietnam oil and gas Corporation. All individuals, members of the Unit Of Vietnam oil and gas Corporation to comply with the Charter.
The Charter in effect enforced from the date of signing the decree issued.
Article 50.-According to the Charter Of the company, the subsidiaries Of the company depending on the type of organization that built the Charter or the Statute of the Organization and its activities, the Management Board approved. The Charter, the Statute of Members Of the company are not contrary to the Charter Of the company.
Article 51.-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 this Charter, if permitted by the Government shall be interpreted according to this Charter.
Article 52.-in the process of implementation of Vietnam oil and gas Corporation to sum up the experience of the activity to petition the Government decided the necessity to amend and supplement in this Charter.