GOVERNMENT DECREE on the establishment of the Vietnam Cement Corporation and issued the Charter of GOVERNMENT Corporation pursuant to the law on Government Organization, 30 September 1992;
Pursuant to the conclusion at the meeting the Government June 1, 1994;
Considering the recommendation of the Minister of construction in implementing decision No 91/TTg dated 7 March 1994 from the Prime Minister's on established business conglomerates, the DECREE: article 1. Established Vietnam Cement Corporation according to the contents in the decision No. 670/TTg dated 14 November 1994 from the Prime Minister's.
Article 2. Attached to this Charter inaugurated a Conference organization and operations of the Vietnam Cement Corporation.
Article 3. The Secretary of the Ministry of construction, finance, 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 4. The Decree has effect from the date of signing.
The Minister, the idea of the Ministerial organs, government agencies, the Chairman of the provincial people's Committee, the central cities, the Board of management and the Director General of Vietnam Cement Corporation is responsible for the implementation of this Decree.
 
CHARTER of ORGANIZATION and ACTIVITY of the VIETNAM CEMENT CORPORATION (attached to Decree No. 15/CP dated 27 January 1995 from the Government) chapter I GENERAL PROVISIONS article 1. Vietnam Cement Corporation (hereinafter referred to as the Corporation) is the State's largest businesses, including many business users and business units, operating within the country about the specialized production of cement business, asbestos cement roofing and other activities serve for the production of cement and roofing.
The Corporation is responsible to develop cement industry, organization of production, export and import of cement (when necessary), cement consumption on the domestic market, ensure the cement consumer demand for economy-oriented plan of social-economic development of the country in each period and according to the tasks to be assigned by the Prime Minister.
The headquarter of the Corporation is at the city of Hanoi.
International trading name of the VIETNAM NATIONAL CEMENT Corporation is CORPORATON (VNCC), abbreviated as VINACEMENT.
Article 2. The Corporation has a legal personality, seal, open accounts in Australia and overseas, organized and operating according to this Charter. The Corporation performed General Accounting mode, set the focus Fund under the provisions of the State. The business members of independent accounting, accounting and the business units have legal personality, operate under the laws and regulations Of the company.
Article 3. The Corporation is the State allocated resources as raw materials, land to manage, exploit and use on the implementation of the tasks mentioned in article 1 above. The Corporation is responsible for the management and exploitation of resources, land use and protection, mine management and environmental protection under the law.
Article 4. The Corporation is the State capital and asset allocation, mobilization of all domestic and foreign capital under different forms according to the regulations of the State to perform its tasks. The Corporation is responsible for preserving the assigned capital, constantly accumulate capital for development investment, rounded financial obligations for the State. The Corporation must regularly improve the equipment, technology and management to high quality and lower price.
Article 5. The Corporation is the right selection and use of human resources with the tasks of business; create conditions promoting the mastery of workers in production and business and enterprise management, increase productivity and work performance, take care of training and fostering of human resources Of the company, improve the living conditions and working conditions of workers.
Article 6. Structure of the Corporation include: 1. The Board of management. Help the Management Board have the Control Board and the Office.
2. The Director General. Help the General Manager has a number of Deputy Director General, the Office and the rooms, Board functions.
3. The Members Of the company.
 
CHAPTER II MANAGEMENT COUNCIL article 7. The Management Council is the highest decision-making authority in the Corporation. The Management Board is authorized to perform State functions of the State-owner representation for entire corporations under the law and under the Charter, responsible to the State and the Prime Minister.
The members of the Board of management is appointed by the Prime Minister upon proposal of the Minister of construction. Before the proposal, the Ministry of construction must have the text agreed upon by the Minister, head of the Organizing Committee of government officials.
Article 8. Of the Management Board Of the company consists of 5 members who are dedicated to: the Chairman, A Deputy Chairman, Director General, two members are experts on law, economics, engineering.
Article 9. The Management Board has the following powers and duties: 1. Along with the ceo newsletter before the State resources, land, capital (including debt) State-owned, including fixed assets and human resources to accomplish the objectives and tasks of the State of affairs for the Corporation;

2. Consideration and approval of capital allocation and rationing of the debt, capital development and conservation projects, financed by the General Director of the proposal; witness the General Director handed back the resources mentioned in paragraph 9.1 for unit members use, conservation and development as the goal to be approved by the Management Board;
3. Monitor, check the Director General and the members made the use, development and conservation of the resources of the State Affairs, the implementation of the resolutions and decisions of the Board of management, law and fulfill the obligation for the State;
4. 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 planning of mining exploration and protection of resources for the unit members; the decision of the annual plans of the Corporation to the Director General to the Member units;
5. The Prime Minister's 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 Minister of industry management decided the project group B; project investment decision Group c. authorization for the Director General or Director on the browse members business investment projects. Approval of the project organization of production, business management organization of the unit members. In collaboration with the Government, the local unions in the protection of the property;
6. the approved price of cement the State's direction by the Director General proposed to the Prime Minister or agency is the Prime mandate. Issuing and monitoring the 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 applies in the Corporation as proposed by the Director General on the basis of the General rules of the industry and of the countries.
7. building and the Prime Minister approved the Charter of organization and activities of the Corporation and additional amendment Statute Of the company; validating chartered organization and operation of the unit members and additional amendments Charter members as proposed by the Director General; establish, split, dissolution of the Member units of the Government regulations; the decision to open a representative office, branch of the Corporation in the country and abroad as stipulated by the Government.
The decision of the payroll of the Corporation management and adjusted as necessary according to the proposal of the Director General.
The Prime Minister appointed by the Government, provided long-range missions, reward, or discipline Of the Director; the construction Minister appointed, provided long-range missions, reward, or discipline the Deputy Director as proposed by the Director General; the decision of appointment, dismissal, reward, or discipline members Unit Director as proposed by the Director General;
8. Approves the proposal of the Director General on the establishment and use of the concentrated funds consistent with the business plan and financial plan of the Corporation under the guidance of the Ministry of finance;
9. Through the financial report (including the portion of the property) of the Corporation and of the Members Of the company by the Director General and requested the Director General announced a general financial report of the Corporation under the provisions of the Ministry of finance.
Article 10. The Council is responsible for management of personal and collective before Prime and before the law on the implementation of the tasks assigned. The Chairman and the other members of the Management Board does not complete the task, the wrong decision or authority beyond harm national interests, causing damage to property, capital, resources of the State, the people's property, adversely affect the operation of the Corporation, in violation of the provisions of the State depending on the extent to which the baggage handling heavy or light principal, compensation for damage or prejudice criminal liability under the law.
Article 11. Working mode of Management Board: 1. The term of Management Board members is five years. The members of the Board of management can be appointed. The term of the new members are appointed from the date of appointment.
2. the regular meeting of the Management Board in accordance with the Management Council to consider and decide on these issues in the duties, powers, responsibilities stated article 9 and article 10. At the end of the financial year, the Board of management meetings to review results, through the Control Board's report, the financial report and business plan of the next year.
3. the Management Board may be extraordinary meeting to address the irregular work as Chairman of the Board, or on one half of the members, or the Director General requirements.
4. The Chairman of the Management Board to convene and preside over all meetings of the Board, absent unforeseen circumstances then the credentials for the Vice President presided over the session. The meeting was conducted only when at least two thirds of the members of the Board attended.

5. When the Management 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 Ministry of construction and the Ministry of 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. The representative has the right to speech but does not participate in voting; When it detects that the resolutions and decisions of the Board of management have detrimental public benefits has the right to appeal in writing to the Board of management, at the same time reported that his agency heads to review representative, addressed by the authority. Where necessary, the heads of these agencies report Prime.
6. When a Management Council meeting to consider the problems relating to the rights and obligations of officials to suggest the industry unions send representatives authorized to attend. This representative has the right to statements of opinion but did not participate in the voting and have the right to submit an appeal to the Board of management, to the competent State agencies, industry unions and the Vietnam General Confederation of labour if it deems the resolution, Management Council's decision violated the rights and obligations of employees of the Corporation.
7. the management board working under collective regime through resolutions, decided at the session by voting on the principle of the majority members of the Board. The document and the program of the session to be Chairman of the Board of management sent to the members and the representatives invited at least 5 days before the meeting date. The contents and conclusions of the meeting must be recorded into the minutes due to all the members of the Board of management attended the meeting.
8. Resolutions and decisions of the Board of management with effect for the whole Of the company. The case of the resolution, the decision of the Board of management not coincided with the opinion of the Director General, the Director General is made, at the same time have the right to retain and report in writing to the relevant Minister and the Prime Minister.
Article 12. The Management Board comprises a number of Office and professional staff help the Management Council Chairman by choice. The payroll office by the Board of management decisions. The cost of operation of the Management Board in charge of the Management Of the company. The Director General used his warrant conditions, facilities required for operation of the Board of management.
Article 13. Control Board: 1. the Management Board established the Control Board to oversee, check financial activities and in the internal business Of the company according to the laws and regulations Of the company. The Council regulation management tasks, the specific powers of the Control Board.
Control Board consisting of 5 people headed by a Management Council Chairman. In addition, two dedicated members of the Control Board is the officer of the Corporation by the Chairman of the Management Board appointed has the agreement of the Executive Committee of the Union industry, a representative of the General Directorate of capital management and State property in enterprises by the General Director and a representative of the Ministry of construction by the Minister. Two members representing concurrent activity.
2. Control Board members have a term of 5 years. During the operation, a member does not complete the task will be replaced. The term of the new members appointed from the date of appointment.
3. Control Board operating under the program, the task assigned by the Board of management. Control Board Management Board report about results of surveillance activities, check at the request of the Board of management and to propose recommendations to enhance, improve the management of the activities of the Corporation under the Charter and the law.
4. the Board is invited to attend the Committee meetings of the Director General and a number of meetings of the Board of management.
5. Funding activities of the Supervisory Board by the Office of guarantee Management Association and is part of the funding activities of the Management Board.
 
CHAPTER III GENERAL MANAGER and HELP the article 14.
1. The General Director is the legal representative of all activities of the Corporation and be responsible before the law. The Director General has the right to the highest executive in the Corporation, directly responsible to the State and the Board of management on the effective use of the resources allocated to the Corporation.
2. The Deputy Director-General Director and management credentials, operating one or a number of areas of activity Of the company.
3. The Office and the professional Board, Room Service staff functions, assisting the Director General in management, Executive jobs.
4. the costs of the Management Of the company (including the costs of operation of the Board of management) are accounted into the product of the business members.
Article 15. The Director General has the following powers and duties:

1. Together with the Management Board receive the resources, land, capital and debt, including State-owned combines all fixed assets, and manpower to manage use as targets, the State duty given to the Corporation; manure delivered the State's resources for members to use, preserve and grow under the scheme was approved by the Management Board as stated in article 9;
2. Build and process of the Board of management strategies, management plans, annual and 5 year plan, methods of protection and exploitation of the resources Of the company, the project business plan between the units in the Corporation. Issued Executive decisions the Organization of awareness strategies, planning, plan, approved projects;
3. Construction of the investment projects, joint venture projects with foreign and domestic, economic contracts worth of big corporations, the project organization of production management organization, business process management Council passed the according to the provisions of article 9 (clause 5). Decide the small investment projects of the Corporation. The organization officially made the decision;
4. Build to the Management Council issued or to be issued credentials, the technical-economic norms, standard product, unit price, unit price and salary level in specialized construction, sale of products and services within the Corporation, the wholesale price and the retail price of cement in line with the General rules of the industry and of the State. Implement and test the unit members make the decision on the norms, standards, price throughout the Corporation;
5. the Management Board recommended the construction Minister appointed, dismissal, discipline, praise the Director of unit members. The decision of appointment, dismissal, reward, or discipline the Member unit's Deputy Director and the Director of subdivisions, subsidiaries at the suggestion of the Director of the unit members. The decision of appointment, dismissal, reward, or discipline, the Deputy Chief rooms, Board, Office of the Executive apparatus Of the company.
Built to process the Council manage browser 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; directly established and operating management Of the company; check payroll management of the subsidiaries; Browse scheme, new establishment, dissolution of the subdivisions, subsidiaries;
6. the recommendations of the Board of management to adjust capital and 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 increased capital reduction. Performing and directing financial companies of the Corporation make the mobilization and lending capital to meet the capital requirements of the company and of the subsidiaries. Issued the decision on the mobilization and use of the funds of the Corporation;
7. The establishment of the Corporation in accordance with the instructions of the Government, the Ministry of finance and the decision of the Board of management, including: a) Development Fund was established from basic depreciation capital & income reinvested.
Basic depreciation and capital return on reinvested by the accounting business depends are centralized in the Corporation to invest according to the annual plan.
If the Corporation financing the basic depreciation and return on reinvested by the independent accounting units, they must follow the principle of the loan paid, have the internal interest rate due to the Director General of the Board's authorisation browse by management and under the guidance of the Ministry of finance.
b science and Research Foundation) training focus to the business units of the Corporation was formed from the production Development Fund of the unit members and funding source and career training from the State budget (if any). In addition, the business units of the Corporation also made the contract training and scientific research signed with enterprises in and outside Of the company to source additional funding for their activities.
c) Reserve Fund, the financial reward Fund, a welfare fund in the Agency Of the company was established under the guidance of the Ministry of finance.
d) health insurance Funds is set up according to the instructions of the Ministry of finance-health;
8. Submission of taxes arising from the business activities due to the centralized accounting Corporation. The Corporation does not have to pay tax revenues for the wholesale sales of cement in the internal production Of the company shall not pay/tax stamp;
9. Build a financial statement (including the portion of the property) of the whole Of the company, there is a clear delineation of the part of the Member units of the independent accounting, part of the unit members and accounting section of the unit to the Management Council. Aggregate financial report must be based on the basis of the documents were legitimate Audit Agency confirmed;
10. Given the decision exceeded his authority in case of emergencies (such as natural disasters, fires, pest, trouble) and responsible for the decision, and shall report immediately to the Board of management and the Agency has the authority to resolve.
 
CHAPTER IV The MEMBER UNITS Of The COMPANY

Article 16. Vietnam Cement Corporation has the unit members are the State-owned independent accounting (financial companies), the State-owned enterprises and accounting of the business units (list given in the appendix to this Charter).
Each Member of the Corporation is organized and operates under separate rules consistent with the provisions of the law, with this Charter, and was approved by the Management Board.
The unit members having legal personality, seal, based, open bank accounts in accordance with the accounting methods are defined in the Charter Of the company and a private Charter of each Member.
Article 17. Independent accounting enterprises of medium companies have the legally binding rights and obligations to the Corporation, just have the autonomy in running the business and financial operations as an independent economic entity, namely: 1. In strategy and development investment : a) the business or organization is authorized to make the development of investment projects under the Plan Of the company. Business is the Corporation allocated resources to implement the projects.
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) plans to expand its business on the basis of 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 human resources of the State assigned to the Corporation by the Corporation distributed to businesses, including the additional decision of increase or decrease (if available). The enterprises have a duty to make the conservation and development of these 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 reserve fund under the financial regulations of the State. 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 this Charter and by the decisions of the Management Board Of the company.
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 signed and made contracts 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 considered, decided or authorized company decided the Organization, dissolution, merger of the subsidiaries and business management apparatus according to the provisions of the Charter Of the company and your own business rules.
b) depending on the operational requirements, business Members Of the company may establish subsidiaries. The subdivisions of this dependent accounting, a seal under the seal of State enterprises, opening an account at the Bank and signed by economic decentralization and delegation of business Members Of the company.
c) within the framework of staffing is the Corporation, the business was the right selection, layout or use for retrenchment the officer in his management. The appointment or dismissal of the management positions in the air and the unit members comply with the hierarchy outlined in articles 9 (paragraph 7) and article 15 (paragraph 5) of the Charter.
d) business is the right and responsibility to take care of the development of human resources to ensure the implementation of the tasks of production and business and development strategy of enterprise; take care to improve working conditions, living conditions of workers under the Labour Law and the law of the Union.
Article 18. The State Enterprise dependent accounting the Corporation are active in production and business, financial activities, organization and personnel with duties and powers as prescribed for business members independent accounting stated in article 17 (except paragraph 1b, 2b, 3b, and 4b).
The Authority made the account listed above is only valid when the hierarchy and the written authorization of the Corporation.
Article 19. The business units have the Organization and regulation of activity approved by the Director General under the authorization of the Board of management, implementation of internal accounting obtained currency compensate, can be partially supported operating funding from the State budget, is to create revenue from services contract, scientific research and training for the unit in and out Of the company, are the beneficiary fund distribution of rewards and benefits fund as average as for those working in the apparatus of the Corporation.

Article 20. Finance companies are members of the Vietnam Cement Corporation, operating under the law and instructions of the Governor of the State Bank, according to the Charter was approved by management board and under the authority of the Director-General of Vietnam Cement Corporation.
Financial companies the task of raising capital and loan capital to meet the needs of the Corporation and its subsidiaries through the forms: credit loans to Government incentives, the commercial credit of banks and institutions in the country and abroad; stocks, corporate bonds, bonds works; buy sell papers, document reviews; idle mobilization of employees within the Corporation.
Financial firms make investment projects of the Corporation, make other services according to the provisions of the Statute and the regulation of financial companies. 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, the practice spread of internal interest rates because financial companies suggest, General Director of the Board's authorisation browse by management.
Article 21. The business members of the Corporation by the Director of the operating business. The Director is the legal representative of the business before the law, responsible to the Corporation front and State on all activities of the business.
The Business Council was established on the basis of the agreement between the Director of the business-to-business Trade Union Executive Committee under the leadership of the Party Committee of enterprise level.
The Business Council to promote mastery of the officials involved with the Business Director for the measures taken to implement the business plan, investment development, ... of the business; consideration, decided to use the reward Fund and Welfare Fund as proposed by the Director of the enterprise; directing the Board of inspectors supervised workers, check enforcement Business Congress employees, business rules and policies, the laws of the State of the business.
 
Chapter V the PARTY ORGANIZATIONS and UNIONS in the CORPORATION Article 22. The party organizations, unions and the Communist Youth League in the Corporation operates according to the Constitution, the law and under the Charter of the Communist Party of Vietnam, the Vietnam General Confederation of labor, the Communist Youth Union and according to the regulations of the central secretariat of the Communist Party of Vietnam , Vietnam General Confederation of labor, the Executive Committee of the Communist Youth League.
 
CHAPTER VI DISSOLUTION, REORGANIZATION, bankruptcy Article 23. Reorganization and dissolution of the Corporation by the Vietnam Cement Corporation Management Council recommendations, the Minister of construction and review of Government decisions.
Article 24. Vietnam Cement Corporation was dissolved in case the Government saw no need to maintain this Corporation.
Article 25. The arrangement organization, merged, dissolved and formed the new Member Vietnam Cement Corporation by the Board of management of the Corporation, the Minister of the Prime Minister's building and the credentials for the construction Minister issued the decision.
Article 26. Vietnam Cement Corporation and the subsidiaries Of the company in bankruptcy, then processed according to the order prescribed in the law on enterprise bankruptcy.
 
CHAPTER VII ENFORCEMENT PROVISIONS article 27. This Charter was applied for the Vietnam Cement Corporation. All members of the Vietnam Cement Corporation must comply with the Charter.
This Charter has effect from the date of signing the decree issued.
Article 28. In the case of the text of the Government's ministries, ministerial agencies, government agencies, provincial people's Committee, central cities and businesses have decided to establish other rules with this Charter shall be interpreted according to this Charter.
Article 29. The unit members Vietnam Cement Corporation pursuant to the Charter of the Corporation to build the organizational Charter and its operation process management board for approval. The Statute of the unit members were not contrary to the Charter Of the company.
Article 30. In the process, Vietnam Cement Corporation need to sum up the experience of the presence works to propose the Government approve the need for additional amendments in the Charter.
 
ANNEXES (attached to the Charter organization and operations of the Vietnam Cement Corporation) LIST of MEMBERS of the VIETNAM CEMENT CORPORATION at the TIME of ESTABLISHMENT of the COMPANY. The State enterprise of independent accounting: 1. cement company in Huangshi 2. Haiphong cement company 03. Cement Company BIM son 4 HA Tien cement company. 05. I HA Tien cement company II 06. roofing companies building materials of Dong Nai 7. cement company in Danang 08 building materials business. the company cement plaster 9. transport materials company cement 10. cement construction company 11. cement import export company 12. investment consulting firm cement development finance company of 13. cement.
II. The State Enterprise dependent accounting (unknown) III. The business units: 1. Technical training center for cement.