Circular No. 01/2008/TT-BNV guides the procedures and formalities for appointing, reappointing, relieving from duty, rewarding, and disciplining the Chairman of the Board of Directors, Board Members, General Director, Director, Deputy General Director, Deputy Director of state-owned companies.

CIRCULAR

Guidelines on the procedures and formalities for appointing, reappointing, relieving from office, rewarding, and disciplining

Chairmen of the Board of Directors, Members of the Board of Directors, General Directors, Directors,

Deputy General Directors, Deputy Directors of state-owned companies

_________________________

Implementing Decree No. 132/2005/NĐ-CP dated October 20, 2005 of the Government on the implementation of the rights and obligations of state owners towards state-owned enterprises and Decree No. 86/2006/NĐ-CP dated August 21, 2006 of the Government amending and supplementing certain articles of Decree No. 132/2005/NĐ-CP dated October 20, 2005 of the Government. The Ministry of Home Affairs provides guidelines on the procedures and formalities for appointing, reappointing, relieving from office, rewarding, and disciplining Chairmen of the Board of Directors, members of the Board of Directors, General Directors, Directors, Deputy General Directors, Deputy Directors of state-owned companies as follows:

I. SCOPE AND OBJECTS REGULATED

This Circular guides the procedures and formalities for appointing, reappointing, relieving from office, rewarding, and disciplining Chairmen of the Board of Directors, members of the Board of Directors, General Directors, Directors, Deputy General Directors, Deputy Directors of state-owned companies as stipulated in Clause 1, Article 3 of the State-Owned Enterprise Law (hereinafter referred to collectively as leading officials).

II. PROCEDURES AND FORMALITIES AND DOCUMENTATION FOR APPOINTMENT, REAPPOINTMENT, RELIEF FROM OFFICE, REWARDING, AND DISCIPLINING

1. Appointment:

The term of appointment for leading officials mentioned in Section I of this Circular is five years.

a. Conditions for appointment:

- Meeting the general standards of leading officials and specific standards of the appointed position as prescribed by the Party and the State;

- Successfully completing assigned tasks;

- Age at first appointment: The person proposed for initial appointment must ensure a working period sufficient for one term (five years) up to the time of the meeting to solicit opinions from key cadres. In cases where leading officials have been disciplined with removal from office or relieved from office due to disciplinary violations, if they are considered for reappointment to a leadership position after a period of work, their age at appointment shall be implemented according to the initial appointment regulations;

- Complete personal file and history, clear and transparent, and confirmed by the competent authority: including a declaration of assets as required;

- Having sufficient health to fulfill assigned tasks.

b. Cases not to be considered for appointment:

- During the period prohibited from assuming a position;

- During the investigation, prosecution, and trial process;

- Undergoing inspection or audit with signs of violation but without a conclusion;

- During the execution of a disciplinary decision from reprimand upwards (disciplinary action by the Party or administrative authority).

c. Procedures and formalities for appointment:

Based on work requirements, the Board of Directors of state-owned companies with a Board of Directors or the General Director of state-owned companies without a Board of Directors (hereinafter collectively referred to as the Board of Directors) decides or issues a document to the competent superior authority regarding the policy, position, and number of personnel proposed for appointment.

For positions appointed by the Prime Minister in particularly important state-owned companies, the Board of Directors sends a document requesting approval for the position and the number of personnel proposed for appointment to the Ministry managing the sector for submission to the Prime Minister, while also sending it to the Ministry of Home Affairs for review and reporting to the Prime Minister.

After receiving approval from the competent superior authority, the appointment process proceeds as follows:

For internal personnel:

+ The Board of Directors proposes a personnel plan based on the cadre planning.

If there is no cadre in the planning, the company organizes recommendations from key cadres. The need to appoint one person may involve recommending one or more people:

+ Organize an opinion poll (by secret ballot) among key cadres in the company.

Key cadres participating in the opinion poll include: the Board of Directors; the General Management Board; Heads of Departments (divisions), Deputy Heads of Departments (divisions) and equivalent positions; Heads of subordinate units; the Standing Committee of the Company's Party Committee; Heads of mass organizations in the company (if the company has not established a full company Party Committee or mass organizations, then invite the Standing Committee of the Party Committee of the agency and the Heads of mass organizations of the agency).

The content of the meeting to solicit opinions includes:

Discussion and deliberation on the requirements for appointment, standards for the proposed position; announcement of the list of personnel recommended by the Board of Directors about brief resumes, assessments, development prospects; proposed job assignments; the person recommended for appointment can present a program of action; record votes. The results of the confidence vote are an important reference, one of the bases for consideration but not the sole and main basis for decision-making.

For particularly important state-owned companies, the Ministry managing the sector takes the lead, coordinating with the Ministry of Home Affairs to organize a confidence vote for the Chairman of the Board of Directors. The Board of Directors of the company organizes a confidence vote for the positions of members of the Board of Directors, General Director, with the participation of the Ministry of Home Affairs and the Ministry managing the sector. The organization responsible for soliciting opinions is responsible for counting and preserving ballots under confidentiality rules.

+ The Board of Directors considers and concludes on new issues arising (if any);

+ The Standing Committee of the Party Committee or the Party Committee of the company issues a written opinion to the Board of Directors on the proposed personnel;

+ The Board of Directors discusses, assesses, and votes (by secret ballot) on each individual. Proposed personnel must be approved by a majority of Board of Directors members. In case the Board of Directors recommends two people with equal votes for one appointment position, the personnel recommended by the Chairman of the Board of Directors will be chosen.

+ The Board of Directors decides on appointment or prepares a report to request the competent superior authority to consider and appoint.

For external personnel:

+ The Board of Directors proposes personnel or the competent superior authority introduces personnel (in writing);

+ The Board of Directors and the Party Committee's Standing Committee (if it is the company-wide Party Committee) discuss and exchange to reach consensus on the policy; The Board of Directors assigns an officer to exchange with the leadership of the agency where the proposed appointee is working regarding the appointment needs, curriculum vitae, comments, and evaluations of the leadership and the Party Committee's Standing Committee on the proposed appointee; meet the proposed appointee to exchange about job requirements and tasks;

+ The Standing Committee of the Party Committee or the Party Committee of the company issues a written opinion to the Board of Directors on the proposed personnel;

+ The Board of Directors discusses, comments, evaluates, and votes (by secret ballot);

+ The Board of Directors decides on the appointment or prepares a report requesting the competent superior authority to consider and decide;

For the case of establishing a new company or due to merger or conversion of the organizational model of the company:

+ In the case of establishing a new company: The competent superior authority proposes the transfer and appointment of cadres after discussing and reaching a consensus, issues a decision on the transfer and appointment. In cases where the cadre is appointed by the Prime Minister, the Minister of the managing ministry, the Chairman of the People's Committee of the province or centrally governed city shall prepare a report for the Prime Minister to consider and decide on the transfer and appointment of cadres; at the same time send it to the Ministry of Home Affairs for review and report to the Prime Minister.

+ In the case of merger or conversion of the organizational model of the company resulting in the new organization being of the same level as the old company, cadres transferred and appointed to hold equivalent positions: The competent superior authority proposes the transfer and appointment of cadres and issues a decision on the transfer and appointment. In cases where the cadre is appointed by the Prime Minister, the Board of Directors of the company shall submit a report to the managing ministry: the Minister of the managing ministry. The Chairman of the People's Committee of the province or centrally governed city shall prepare a report for the Prime Minister to consider and decide on the transfer and appointment of cadres: at the same time send it to the Ministry of Home Affairs for review and report to the Prime Minister.

+ In the case of merger or conversion of the organizational model resulting in the new organization being upgraded, the appointment of cadres shall be carried out according to the initial appointment procedure.

d. The appointment dossier accompanying the Board of Directors' report sent to the competent superior authority includes:

- A brief curriculum vitae, with a 4x6 cm photo (taken within six months from the date of dossier preparation) confirmed by the cadre management agency;

- A self-assessment of work performance;

- An assessment by the direct supervisor regarding strengths and weaknesses over the most recent five years of work;

- An assessment by the Party Committee;

- An assessment by the representative of the Party Committee or local government where the candidate resides regularly regarding the citizen's character and family;

- Minutes of the summary (ballot counting) of recommendation and trust votes from key cadres;

- A declaration of assets;

- Copies of educational certificates and training certificates;

- Conclusions of inspections, investigations, complaints, and related documents concerning the proposed appointee (if any).

For key positions appointed by the Prime Minister in particularly important state-owned companies, the Board of Directors sends the appointment dossier to the managing ministry for submission to the Prime Minister, while sending it to the Ministry of Home Affairs for review and report to the Prime Minister.

2. Reappointment:

Leaders whose term of office has expired may be considered for reappointment or not reappointed.

a. Conditions for reappointment:

- Completion of duties during the term of office:

- Meeting the general standards for leaders and specific standards for the position according to the regulations of the Party and State at the time of reappointment consideration and meeting future job requirements:

- The company's requirement:

- Being in good health and having the reputation to fulfill assigned tasks.

Leaders previously appointed without a specified term who have served for at least five years are eligible for reappointment. The term of appointment is calculated from the date of signing the decision to appoint the current position. For leaders serving between two and less than five years before retirement age, if reappointed, the term of appointment will be calculated until the retirement age as stipulated. For leaders serving less than two years before retirement age, the competent superior authority may extend their term of leadership until the retirement age as stipulated.

b. Procedure and formalities for reappointment:

- Three months prior to the reappointment deadline, the direct management agency informs the leader and proceeds with the formalities to request the competent superior authority to consider reappointment:

- The leader self-assesses and evaluates the fulfillment of responsibilities and tasks during the term of office:

- Organize a secret ballot to collect opinions from key cadres and staff, including: the Board of Directors; General Management Board; Heads (Deputy Heads) of Departments (Divisions) and equivalent units; Party Committee's Standing Committee; Heads of mass organizations in the company's office.

For particularly important state-owned companies, the managing ministry takes the lead and coordinates with the Ministry of Home Affairs to organize a trust vote for the position of Chairman of the Board of Directors. The company organizes a trust vote for the positions of Board of Directors members and General Manager, with the participation of the Ministry of Home Affairs and the managing ministry. The agency organizing the opinion collection is responsible for securely storing ballots.

- The Board of Directors assesses, evaluates, and proposes whether to reappoint or not; issues a decision on reappointment or requests the competent superior authority to decide.

c. The reappointment dossier is implemented like the initial appointment dossier.

3. Removal:

a. During the term of office, if a leader finds themselves unable to meet the conditions to fulfill assigned responsibilities and tasks or wishes to resign for other reasons, they should submit a report to the Board of Directors for consideration and decision or request the competent superior authority to decide. After resignation, the leader may be reassigned to another position by the company.

b. In case a leader wishes to resign from their position; or has committed violations that do not reach the level of being disciplined with dismissal but no longer have the trustworthiness or conditions to hold the position; or caused the company to incur losses for two consecutive years; or failed to meet the profit rate target on state capital investment for two consecutive years; or is in a situation of alternating profits and losses but cannot be rectified; or requests resignation due to health, capability... then the Board of Directors shall consider and decide or propose to the competent authority to decide on the removal from office and arrange other work without waiting until the end of the appointment term.

c. If a leader is assigned to another job or appointed to a new position, they will automatically cease holding their current position (except in cases where the decision states that they continue to hold the previous position).

d. Resignation dossier:

- A report submitted to the competent superior authority. The content of the report includes comments and evaluations of the strengths and weaknesses of the leader requesting resignation or proposed for removal.

- The resignation proposal dossier includes: brief curriculum vitae; collective leadership's comments and evaluations (specifying the reasons for resignation or removal); resignation letter; self-assessment and evaluation by the leader.

For positions appointed by the Prime Minister at particularly important state-owned companies, the Board of Directors submits a report along with the dossier to the Ministry managing the sector; the Ministry managing the sector reviews and reports to the Prime Minister, while also sending it to the Ministry of Home Affairs for verification and reporting to the Prime Minister.

4. Awards:

The awarding of leaders shall be carried out in accordance with the Law on Encouragement and Reward. For proposals to confer Orders, Medals, Ho Chi Minh Prize, State Prize, National Honorary Titles, and Certificates of Merit from the Prime Minister, and the title of Outstanding Worker of the Whole Country for leaders with outstanding achievements in their work, the following procedures apply:

a. Ministers, heads of ministerial-level agencies, agencies under the Government, Chairmen of People's Committees of provinces and centrally-run cities shall examine and submit to the Prime Minister for recommendation to the President to decide on conferring Orders, Medals, Ho Chi Minh Prize, State Prize, and National Honorary Titles; recommend the Prime Minister to decide on granting Certificates of Merit from the Prime Minister and the title of Outstanding Worker of the Whole Country for leaders with outstanding achievements in their work.

b. Award dossier includes:

- A report from the Board of Directors submitted to the competent superior authority proposing to consider awards, including:

- An individual achievement report confirmed by the sector management agency, locality, Board of Directors, or head of the organization;

- Minutes and results of secret voting of the Commendation and Reward Council;

- The award proposal dossier sent to the Prime Minister for consideration, simultaneously sent to the Ministry of Home Affairs for verification and submission to the Prime Minister. The award proposal dossier for leaders appointed by the Prime Minister at particularly important state-owned companies is sent to the Ministry of Home Affairs (Central Department of Commendation and Reward and the Civil Servant-Viên chức Department for verification) for submission to the Prime Minister.

5. Disciplinary Measures:

a. The procedure for examining and handling disciplinary measures against leaders shall be applied according to the provisions of Decree No. 35/2005/NĐ-CP dated March 17, 2005 of the Government on the handling of disciplinary measures against cadres and civil servants.

b. Disciplinary Council:

The Disciplinary Council consists of three members, specifically as follows:

- The Chairman of the Disciplinary Council is the Chairman of the Board of Directors or a member of the Board of Directors or General Director, Deputy General Director, Director, Deputy Director;

- One member of the Council is a representative of the Party Committee directly above the company's Party Committee. In cases where the Party Committee directly above is the Party Committee of the locality, this member is a representative of the Party Committee of the locality;

- One member of the Council is a representative of the Trade Union Executive Committee at the same level;

In cases where the Chairman of the Board of Directors or the head violates discipline, the head of the direct superior agency (for companies established by the sector management agency or Provincial People's Committees, the direct superior is the Minister or Chairman of the Provincial People's Committee; for particularly important state-owned companies, the direct superior is the sector management agency) decides to establish the Disciplinary Council. The Disciplinary Council consists of three members, specifically as follows:

- The Chairman of the Council is the head or deputy of the head of the direct superior agency;

- One member of the Council is a representative of the Party Committee directly above the company's Party Committee. In cases where the Party Committee directly above is the local Party Committee, this member is a representative of the local Party Committee;

- One member is a representative of the Trade Union Executive Committee of the company.

c. Disciplinary Dossier:

- A report submitted to the competent superior authority proposing to consider disciplinary measures, including the disciplinary proposal dossier:

- The violator's self-criticism report;

- Minutes of the meeting of key cadres to criticize violations and related documents (complaint letters, inspection conclusions, audit conclusions, etc.);

- Minutes of the Disciplinary Council meeting (with the result of secret voting of the Disciplinary Council attached).

For positions appointed by the Prime Minister at particularly important state-owned companies, the Board of Directors submits the disciplinary dossier to the sector management agency for submission to the Prime Minister, while also sending it to the Ministry of Home Affairs for verification and reporting to the Prime Minister.

Documents related to the handling of disciplinary measures and the implementation of disciplinary decisions must be kept in the leader's dossier. The disciplinary decision must be recorded and kept in the leader's file.

III. ANNOUNCEMENT OF DECISIONS

1. The company where the leader works is responsible for organizing the announcement of decisions on appointment, reappointment, rotation, resignation, removal, commendation, punishment, retirement for leaders. Announcements of decisions for the head of the company are made by the direct superior or authorized agency.

2. Information about personnel decisions that have been announced can only be published in the media.

IV. IMPLEMENTATION

1. This Circular takes effect 15 days after its publication in the Official Gazette.

2. The ministries, ministerial-level agencies, government agencies, provincial people's committees under the central government, and state-owned enterprises shall guide the specific implementation based on this Circular.

3. In the course of implementation, if there are any difficulties, the ministries, ministerial-level agencies, government agencies, provincial people's committees under the central government, and state-owned enterprises are requested to report them to the Ministry of Home Affairs for study and resolution.