Decree No. 08/CP Approving the Charter on Organization and Operation of Vietnam Cement Corporation

DECREE

Of the Government Decision No. 08-CP dated February 8, 1996 approving the charter of organization and operation of Vietnam Cement Corporation

Approving the Charter of Organization and Operation of Vietnam Cement Corporation attached to this Decree.

 THE GOVERNMENT

Pursuant to the Government Organization Law dated September 30, 1992;

Pursuant to the State Enterprise Law on April 20, 1995;

Considering the proposal of the Board of Directors of Vietnam Cement Corporation.

 

DECREE:

Article 1.- The Government hereby approves the Charter of Organization and Operation of Vietnam Cement Corporation attached hereto.

Article 2.- This Decree replaces Decree No. 15/CP dated January 27, 1995 of the Government on the establishment of Vietnam Cement Corporation and promulgation of its Charter.

This Decree takes effect from the date of signature.

Article 3.- The Minister of Finance, the Minister of Construction, the Governor of the State Bank, and the Ministers, Heads of ministerial-level agencies, and Heads of government-affiliated agencies concerned shall be responsible for guiding the implementation of this Charter.

Article 4.- The Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of People's Committees of provinces and centrally governed cities, the Board of Directors, and General Director of Vietnam Cement Corporation shall be responsible for implementing this Decree.

 

CHARTER

ORGANIZATION AND OPERATIONS OF VIETNAM CEMENT CORPORATION

(Approved by Government Decree No. 08/CP dated February 8, 1996)

 

PART I

GENERAL PROVISIONS

Article 1. Vietnam Cement Corporation is a state corporation comprising member units with close economic, financial, technological, supply, consumption, service, information, training, research, marketing, import-export relations operating in the cement and asbestos-cement sheet industries; established by the Prime Minister to strengthen accumulation, concentration, specialization, and production cooperation to fulfill state tasks, enhance business capacity and efficiency of member units and the entire corporation, and meet the needs of the economy.

Article 2. Vietnam Cement Corporation (hereinafter referred to as the Corporation) has the task of conducting business in cement and asbestos-cement sheets according to national planning, plans, and policies; including developing development plans, investment, creating investment capital, construction, production, circulation, marketing, transportation, consumption, import-export, supply of materials and specialized equipment; carrying out other business activities in accordance with laws and state policies.

Article 3. The Corporation has:

1. Legal personality under Vietnamese law;

2. Charter of organization and operation, management and operational structure;

3. Capital and proprietary assets, liable for debts within the scope of capital managed by the Corporation;

4. Seal and bank accounts at the State Treasury, domestic and foreign banks;

5. Balance sheet and centralized funds as prescribed by the Government and guided by the Ministry of Finance.

Article 4. The Corporation has the international trading name of VIETNAM NATIONAL CEMENT CORPORATION (VNCC), abbreviated as VINACEMENT.

The main office of the Corporation is located in Hanoi City.

Article 5. The Corporation is subject to state management by ministries, ministerial-level agencies, government-affiliated agencies, provincial People's Committees, and centrally governed city People's Committees; simultaneously, it is subject to management by these agencies as the agency exercising the rights of the owner of state enterprises in accordance with the Law on State Enterprises and other relevant laws.

Article 6. The Corporation is managed by the Board of Directors and operated by the General Director.

Article 7. The Communist Party of Vietnam organization in the Corporation operates in accordance with the Constitution and laws of the Socialist Republic of Vietnam and regulations of the Communist Party of Vietnam.

Trade union organizations and other political-social organizations in the Corporation operate in accordance with the Constitution and laws.

 

PART II

RIGHTS AND OBLIGATIONS OF THE CORPORATION

PART I

RIGHTS OF THE CORPORATION

Article 8.

1. The Corporation has the right to manage and use capital, land, natural resources, and other resources provided by the state in accordance with the law to achieve the goals and tasks assigned by the state.

2. The Corporation has the right to delegate management and use of resources received from the state to member units; adjust resources delegated to member units when necessary, in line with the overall development plan of the entire Corporation.

3. The Corporation has the right to invest, form joint ventures, contribute capital shares, purchase part or all of another enterprise's assets in accordance with the law.

4. The Corporation has the right to transfer, replace, lease, mortgage, pledge assets under its management, except for important equipment and factories which must be approved by competent state authorities in accordance with government regulations, on the principle of preserving and developing capital; for land and natural resources under its management and use, it shall comply with corresponding laws.

Article 9. The Corporation has the right to organize management and conduct business as follows:

1. Organize management structures and business operations consistent with state-assigned goals and tasks;

2. For technology and equipment;

3. Establish branches and representative offices of the Corporation within the country and abroad in accordance with the law;

4. Engage in businesses suitable to state-assigned goals and tasks; expand business scale based on the Corporation's capabilities and market demand; engage in other businesses if permitted by competent state authorities;

5. Choose markets and unify market allocation among member units; export and import in accordance with state regulations;

6. Determine price frameworks or purchase and sale prices for major products and services, unify minimum export prices and maximum import prices, except for products and services priced by the state;

7. Develop and apply labor norms and unit product wage rates within the framework of state-established norms and rates;

8. Delegate selection, hiring, deployment, training of labor, choice of remuneration forms, and exercise other employer rights as stipulated by the Labor Code and other laws; determine wages and bonuses for workers based on unit product wage rates, service costs, and the Corporation's operational effectiveness.

9. Invite and host foreign business partners to work with the Corporation in Vietnam. The decision to send Corporation personnel abroad for work, study, or survey missions, except for the Chairman of the Board of Directors and the General Director, must be approved by the Prime Minister. Other members of the Board of Directors going abroad shall be decided by the Chairman of the Board of Directors. The Deputy General Director and other positions within the Corporation going abroad shall be decided by the General Director.

Article 10. The Corporation has the right to manage finances as follows:

1. Utilize the Corporation's capital and funds to meet immediate business needs according to the principles of preservation and effectiveness. In cases where capital and funds need to be used for purposes other than those stipulated, it must follow the principle of repayment;

2. Raise capital independently for business activities without changing the form of ownership; issue bonds in accordance with the law; mortgage the value of land use rights attached to assets under the Corporation's management at Vietnamese banks to borrow funds for business operations in accordance with the law;

3. Establish, manage, and utilize centralized funds and basic depreciation funds; the ratio of contributions, management, and utilization of these funds shall be guided by the Ministry of Finance and regulated in the Corporation's Financial Regulations;

4. Utilize the remaining profit after fulfilling obligations to the State, establish development investment funds, and other funds as prescribed to distribute among employees based on their contribution to the Corporation's business results for the year and according to shares (if applicable);

5. Enjoy subsidies, price supports, or other preferential policies from the State when performing production tasks or providing services for national defense, security, disaster prevention, public welfare activities, or supplying products and services according to the State's pricing policy that does not cover the production costs of such products and services of the Corporation;

6. Enjoy investment or reinvestment preferential regimes as prescribed by the State.

Article 11. The Corporation has the right to refuse and report any requests for resources not provided for by law from any individual or organization, except for voluntary contributions for charitable and public welfare purposes.

 

PART II

OBLIGATIONS OF THE CORPORATION

Article 12.

1. The Corporation is obligated to accept and effectively use, preserve, and develop the State capital assigned, including the portion invested in other enterprises; accept and effectively use land, natural resources, and other resources assigned by the State to fulfill business objectives and tasks assigned by the State.

2. The Corporation is responsible for implementing:

a) Debts receivable and payable recorded in the balance sheet of the Corporation at the time of its establishment;

b) Repaying international credits used by the Corporation according to the Government's decision;

c) Repaying credits directly borrowed by the Corporation or credits guaranteed by the Corporation for subsidiaries if they are unable to repay, according to guarantee contracts;

Article 13. The Corporation is obligated to manage business activities as follows:

1. Register and conduct business in accordance with registered industries; be responsible before the State for the Corporation's business results and be responsible before customers and the law for products and services provided by the Corporation;

2. Develop a strategic plan, five-year plans, and annual plans consistent with State objectives and market demands;

3. Sign and organize the implementation of economic contracts signed with partners;

4. Ensure the State's major balance, meet most cement demand in the market, and serve as the main tool of the State to stabilize domestic cement market prices;

5. Modernize technology and management methods; use proceeds from asset transfers for reinvestment and modernization of equipment and technology within the Corporation;

6. Fulfill obligations towards employees as prescribed by the Labor Code, ensuring employee participation in Corporation management;

7. Implement State regulations on resource protection, environmental protection, national defense, and national security;

8. Implement reporting and statistical systems, regular reports as prescribed by the State, and extraordinary reports upon request of the owner's representative; be responsible for the authenticity of the reports;

9. Be subject to inspection by the owner's representative; comply with audit regulations of financial authorities and other competent state agencies as prescribed by law.

Article 14.

1. The Corporation is obligated to implement the regime and regulations on capital management, asset management, fund management, accounting, bookkeeping, audit systems, and other systems prescribed by the State; be responsible for the authenticity and legality of the Corporation's financial activities.

2. The Corporation is obligated to publicly disclose annual financial reports and information to accurately and objectively assess the Corporation's activities as prescribed by the Government.

3. The Corporation fulfills tax obligations and other State budget payments as prescribed by law. In cases where assets are transferred between subsidiaries through capital increase or decrease methods, stamp duty is not required. Semi-finished goods circulating internally between subsidiaries for further completion and internal services circulating between subsidiaries to support production are exempt from turnover tax.

 

CHAPTER III

BOARD OF DIRECTORS AND AUDIT BOARD

Article 15.

1. The Board of Directors performs the function of managing the Corporation's operations, being responsible for the Corporation's development according to State-assigned tasks.

2. The Board of Directors has the following powers and responsibilities:

a) Accept capital (including debts), land, natural resources, and other resources assigned by the State to the Corporation.

b) Examine and approve proposals by the General Director regarding the allocation of capital and other resources to subsidiaries and plans to harmonize capital and other resources among subsidiaries; monitor and supervise the implementation of these plans.

c) Inspect and supervise all activities within the Corporation, including the use, preservation, and development of capital and other resources assigned; the implementation of decrees and decisions of the Board of Directors; compliance with legal regulations; fulfillment of obligations to the State.

d) Approve the General Director's proposal to submit to the Prime Minister for approval of the strategy, planning, long-term development plans, and five-year plans of the Corporation; decide on the annual objectives and plans of the Corporation and report to the Prime Minister, for the General Director to assign to member units;

đ) Organize the review and submit to the competent authority for approval of investment plans, new investment projects, and joint investment projects with foreign entities using capital managed by the Corporation;

e) Submit to the Prime Minister for approval or, if authorized by the Prime Minister, decide on joint ventures with foreign countries according to government regulations; decide on domestic joint ventures, large economic contracts. Submit to the Prime Minister for decision on Group A investment projects; decide on Group C investment projects and be authorized to decide on some Group B investment projects; authorize the General Director or the Unit Director to approve small investment projects;

g) Issue and monitor the implementation of economic and technical standards, including wage rates, unit prices and norms in specialized construction, product standards, brand names of goods, product and service prices within the Corporation based on the General Director's proposal and in accordance with general industry and national regulations;

h) Draft and submit to the Prime Minister for approval the Articles of Association and amendments and supplements to the Articles of Association of the Corporation's organization and operation. Approve the Articles of Association, Rules of Organization and Operation of member units and amendments and supplements to the Articles of Association or rules of organization and operation of member units based on the General Director's proposal. Decide on establishing branch offices and representative offices of the Corporation both domestically and abroad according to legal procedures. Approve organizational management and business operation schemes of the Corporation proposed by the General Director. Propose establishment, division, merger, dissolution of member units according to legal provisions;

i) Propose the Minister of Construction to submit to the Prime Minister for decision on appointing, dismissing, rewarding, and disciplining the General Director and other members of the Board of Directors; submit to the Minister of Construction for decision on appointing, dismissing, rewarding, and disciplining Deputy General Directors and Chief Accountants of the Corporation based on the General Director's proposal; decide on appointing, dismissing, rewarding, and disciplining Directors of member units based on the General Director's proposal; decide on the total staffing of the Corporation's management and business operations and adjust when necessary based on the General Director's proposal;

k) Issue the financial regulations of the Corporation after the Ministry of Finance approves the content developed in accordance with the model financial regulations applicable to state-owned corporations issued by the Ministry of Finance;

l) Approve the plan proposed by the General Director regarding the formation and use of centralized funds corresponding to the Corporation's business and financial plans;

m) Examine the capital-raising plan (in all forms), guarantee loans; liquidate assets of member units to decide or submit to the Prime Minister for decision according to the principles stipulated in Clause 4, Article 38 of this Charter;

n) Approve quarterly, semi-annual, and annual activity reports of the Corporation, consolidated financial statements (including balance sheets) annually of the Corporation and its member units proposed by the General Director, and require the General Director to publish the annual financial statement according to the Ministry of Finance's regulations;

o) Issue internal trading security regulations, internal economic information, and protect state secrets according to legal provisions proposed by the General Director, to be uniformly applied throughout the Corporation;

3. The Board of Directors consists of 5 members appointed and dismissed by the Prime Minister. The criteria for Board of Directors members are specified in Article 32 of the State Enterprise Law;

4. The Board of Directors includes several full-time members, including the Chairman of the Board of Directors, one member兼任总干事，一位兼任监察委员会主任的成员，以及一些兼任水泥行业、经济、金融、企业管理、法律专家的成员；

5. The Chairman of the Board of Directors does not concurrently hold the position of General Director of the Corporation.

6. The term of office for Board of Directors members is 5 years. Board of Directors members may be reappointed. Board of Directors members shall be relieved of their duties and replaced under the following circumstances:

a) Violating laws, violating the Corporation's Charter;

b) Being unable to perform their duties and upon the recommendation of at least two-thirds of incumbent Board of Directors members;

c) Resigning for valid reasons;

d) When there is a decision to transfer or arrange other work.

7. The Chairman of the Board of Directors is responsible for organizing the implementation of the tasks and powers of the Board of Directors as stipulated in Clause 2 of this Article.

8. Working system of the Board of Directors:

a) The Board of Directors operates collectively, holding regular quarterly meetings to consider and decide on matters within their authority and responsibilities. When necessary, the Board of Directors may convene extraordinary meetings to address urgent issues of the Corporation, proposed by the Chairman of the Board of Directors, the General Director, the Head of the Supervisory Board, or more than half of the Board of Directors members;

b) The Chairman of the Board of Directors convenes and chairs all Board meetings; in case of legitimate absence, the Chairman delegates another member of the Board of Directors to chair the meeting.

c) Meetings of the Board of Directors shall be deemed valid when at least two-thirds of the members are present. Meeting materials for the Board of Directors must be sent to the Board of Directors members and invited representatives five days before the meeting date. The contents and conclusions of the Board of Directors meetings must be recorded in minutes and signed by all attending Board of Directors members. Resolutions and decisions of the Board of Directors shall take effect when more than 50% of the total number of Board of Directors members vote in favor. Board of Directors members have the right to reserve their opinions.

d) When the Board of Directors convenes to consider strategic development issues, planning and five-year and annual plans, major investment projects, joint ventures with foreign countries, annual financial reports, issuance of economic and technical standards for the Corporation, they must invite representatives from relevant Ministries and sectors to attend; in cases involving important matters related to local authorities, representatives from the People's Committee of the province must be invited to attend; in cases involving the rights and obligations of employees, representatives from the trade union must be invited to attend. Representatives of invited agencies and organizations have the right to speak but not to participate in voting; if they discover that the resolutions and decisions of the Board of Directors harm common interests, they have the right to submit written recommendations to the Board of Directors and simultaneously report to the head of their agency for consideration and resolution within their authority; in necessary cases, the heads of these agencies shall report to the Prime Minister.

đ) Resolutions and decisions of the Board of Directors are binding on all units and individuals within the entire Corporation. In cases where the General Director reserves his opinion and makes recommendations to the competent state authority for handling, during the time there is no decision from the state authority, the General Director still must comply with the resolutions and decisions of the Board of Directors.

e) Operating costs of the Board of Directors and the Supervisory Board, including salaries and allowances for Board of Directors members, Supervisory Board members, and specialized staff assisting the Board of Directors, are included in the management fees of the Corporation. The General Director ensures the necessary conditions and means for the Board of Directors and the Supervisory Board to carry out their work.

Article 16. Assistance to the Board of Directors:

1. The Board of Directors uses the operational machinery and seal of the Corporation to perform its duties.

2. The Board of Directors may employ no more than five full-time assistants.

3. The Board of Directors establishes a Supervisory Board to assist the Board of Directors in overseeing the General Director, the operational machinery, and the members of the Corporation in managerial activities, financial activities, compliance with the Charter of the Corporation, resolutions and decisions of the Board of Directors, and compliance with laws.

Article 17. Rights and responsibilities of Board of Directors members:

1. Full-time members are classified according to civil servant ranks and receive salaries based on the wage distribution system for state-owned enterprises as prescribed by the Government, and are entitled to bonuses corresponding to the performance of the Corporation. Part-time members receive responsibility allowances and bonuses as prescribed by the Government.

2. Board of Directors members:

a) Shall not place themselves in a position that limits their ability to fulfill the virtue of honesty and impartiality or causes conflicts between the Corporation's interests and personal interests.

b) Shall not abuse their positions to benefit personally or engage in actions that deprive the Corporation of business opportunities, causing damage to the Corporation's interests.

c) Shall not act beyond the powers defined for the Board of Directors in this Charter.

3. Board of Directors members who are Chairman and General Director shall not establish private businesses, limited liability companies, or joint-stock companies under their own names; shall not hold management or operational positions in private businesses, limited liability companies, or joint-stock companies; and shall not enter into economic contracts with private businesses, limited liability companies, or joint-stock companies where their spouses, parents, children, or relatives hold management or operational positions.

4. Spouses, parents, children, brothers, sisters, and half-siblings of the Chairman and General Director shall not hold the positions of Chief Accountant or Cashier at the Corporation and its subsidiaries.

5. All Board of Directors members are jointly responsible before the Prime Minister and the law for all resolutions and decisions of the Board of Directors; in case of failure to complete assigned tasks, violation of the Corporation's Charter, erroneous decisions, overstepping authority, abuse of power, causing losses to the Corporation and the State, they must bear responsibility and compensate for material damages caused by them according to the law.

Article 18. Supervisory Board

1. The Supervisory Board consists of five members, including one member of the Board of Directors appointed as Head by the Board of Directors and four other members appointed, relieved, rewarded, or disciplined by the Board of Directors; it includes one accounting specialist, one member introduced by the General Trade Union Congress of the Corporation, one member introduced by the Minister of Construction, and one member introduced by the Director of the State Capital and Asset Management Agency.

2. Supervisory Board members must not be spouses, parents, siblings, or half-siblings of the General Director, Deputy General Director, or Chief Accountant of the Corporation and shall not concurrently hold any position in the operational machinery of the Corporation or any position in other enterprises in the same economic and technological sector as the Corporation.

3. Supervisory Board members must meet the following criteria:

a) They must be experts in accounting, auditing, economics, technology; knowledgeable about laws.

b) They must have at least five years of experience in the above fields.

c) Having no criminal record or disciplinary record related to economic crimes.

4. The term of office for members of the Supervisory Board is five years. During their tenure, if they fail to fulfill their duties, they will be replaced.

5. Members of the Supervisory Board shall receive salaries and bonuses determined by the Board of Directors in accordance with state regulations.

Article 19. Duties, powers, and responsibilities of the Supervisory Board:

1. Implement tasks assigned by the Board of Directors regarding the inspection and supervision of the General Director's management activities, the support staff, and the units under the总公司下的分公司在运营财务、遵守法律法规、公司章程、董事会决议和决定方面的监督工作；

2. Report to the Board of Directors on a quarterly and annual basis, and immediately report any irregular activities or signs of illegal conduct within the company;

3. Shall not disclose the results of inspections and supervision without permission from the Board of Directors; shall bear responsibility before the Board of Directors and the law if intentionally ignoring or covering up illegal acts;

 

PART IV

THE GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 20.

1. The General Director is appointed, dismissed, rewarded, and disciplined by the Prime Minister upon the proposal of the Board of Directors and the Minister of Construction. The General Director represents the legal entity of the company and is responsible to the Board of Directors, the Prime Minister, and the law for managing the company's operations. The General Director is the highest executive authority in the company.

2. Deputy General Directors assist the General Director in managing one or more areas of the company's operations as assigned by the General Director and are responsible to the General Director and the law for the tasks assigned.

3. The Chief Accountant assists the General Director in directing and organizing accounting and statistical work in the company, with rights and duties as prescribed by law.

4. The Office and specialized departments of the company have the function of advising and assisting the Board of Directors and the General Director in management and operation.

Article 21. The General Director has the following responsibilities and authorities:

1. Together with the Chairman of the Board of Directors, sign and accept capital (including debts), resources, land, and other assets from the state for management and use according to the objectives and tasks assigned by the state. Allocate the received state resources to the company's units according to the plan approved by the Board of Directors. Propose adjustments to capital and other resources when reallocating them to the units and adjust when there are changes in the units' tasks through increasing or decreasing capital;

2. Use capital efficiently, preserve and develop it according to the plan approved by the Board of Directors. Develop plans for raising capital, submit them to the Board of Directors for approval, and organize their implementation. Implement and direct the Financial Company of the company to raise funds and provide loans to meet the capital needs of the company and its units;

3. Develop strategies for development, long-term plans, and annual programs of activities, plans for protecting and exploiting resources, new investment projects, deepening investments, foreign investment projects, joint venture plans, business cooperation plans of the units, training and development plans for cadres in the company, measures to implement large-scale economic contracts to be submitted to the Board of Directors for consideration and decision or to relevant state authorities for decision. Organize the implementation of strategies, plans, projects, and measures that have been approved;

4. Direct the business activities of the company and be responsible for the business results of the company; implement and be accountable to the Board of Directors, the Prime Minister, and the law for playing a core role in balancing cement supply and stabilizing domestic cement prices as assigned by the state;

5. Develop and submit to the Board of Directors for approval economic and technical norms, product quality standards, wage rates, unit prices, and norms in specialized construction in line with general industry and state regulations. Organize the implementation and check the implementation of these norms, standards, and unit prices throughout the company;

6. Propose to the Board of Directors to submit to the Minister of Construction for decision on the appointment, dismissal, rewards, and punishments of Deputy General Directors and the Chief Accountant; propose to the Board of Directors for decision on the appointment, dismissal, rewards, and punishments of Unit Directors. Decide on the appointment, dismissal, rewards, and punishments of Deputy Directors, Unit Accountants, and Directors of subordinate units under Unit Directors and equivalent positions based on proposals from Unit Directors. Decide on the appointment, dismissal, rewards, and punishments of Heads and Deputy Heads of Departments, and Chiefs and Deputy Chiefs of the Office of the company;

7. Develop and submit to the Board of Directors for approval the total staffing plan for the management and business structure of the company and adjustment plans when changing the organizational structure and staffing of the management and business structure of the company and its units; establish and directly lead the support staff; inspect the implementation of staffing plans for the management and business structures of the units; submit to the Board of Directors for approval the Articles of Association and Rules of Organization and Operation of the units developed by the Unit Directors; approve plans for establishing, restructuring, and dissolving subordinate units proposed by the Unit Directors;

8. Develop and submit to the Board of Directors for approval Labor Regulations; Regulations on Wages, Rewards, and Punishments; Confidentiality Rules applicable within the company;

9. Operate the activities of the Corporation in accordance with the resolutions and decisions of the Board of Directors; report to the Board of Directors and competent state agencies on the business results of the Corporation, including quarterly, semi-annual, and annual reports, consolidated financial statements, and balance sheets of the Corporation. The consolidated financial statement must clearly distinguish between the centralized accounting portion of the Corporation and the independent accounting portions of its member units, and be submitted for approval by the Board of Directors. The consolidated financial statement must be based on documents that have been confirmed by a legitimate auditing agency.

10. Implement and monitor the member units' fulfillment of tax obligations and other payments as prescribed by law and the State. Develop profit distribution plans after taxes for the Corporation to submit to the Board of Directors for approval in accordance with State regulations.

11. Provide all required documents to the Board of Directors and the Supervisory Board. Prepare documents for Board of Directors meetings.

12. Be subject to inspection and supervision by the Board of Directors, the Supervisory Board, and competent state agencies regarding the performance of their management duties.

13. Have the authority to apply measures exceeding their jurisdiction in emergency situations (natural disasters, enemy threats, fires, accidents), and bear responsibility for those decisions; simultaneously report immediately to the Board of Directors and competent state agencies for further resolution.

 

CHAPTER V

||| WORKING GROUP OF EMPLOYEES IN THE CORPORATION

Article 22. The General Assembly of Workers and Staff of the Corporation is a direct form for employees to participate in managing the Corporation. The General Assembly of Workers and Staff has the following rights:

1. Participate in discussing the drafting of collective labor agreements for the representative of the employee group to negotiate and sign with the General Director.

2. Discuss and approve the regulations governing the use of funds directly related to the interests of employees within the Corporation.

3. Discuss and provide opinions on planning, evaluating the effectiveness of business management, proposing labor protection measures, improving working conditions, material and spiritual life, environmental hygiene, training and retraining of employees of the Corporation.

4. Nominate candidates to join the Board of Directors and the Supervisory Board.

Article 23. The General Assembly of Workers and Staff operates according to the guidelines of the Vietnam General Confederation of Labor.

 

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 24.

1. The Corporation's member units include independent-accounting state-owned enterprises, dependent-accounting enterprises, and public service units (the list of member units is recorded in the Appendix attached to this Charter).

2. Member units of the Corporation have seals and can open bank accounts consistent with their accounting methods.

3. Independent-accounting enterprises and dependent-accounting units have separate Charters for organization and operation; public service units of the Corporation have separate Regulations for organization and operation. These Charters and Regulations are approved by the Board of Directors in compliance with the law and the Corporation's Charter.

Article 25. Independent-accounting state-owned enterprise members:

1. An independent-accounting state-owned enterprise is a member of the Corporation with the right to independently manage its business and finances, and is bound by benefits and obligations towards the Corporation as stipulated in the Corporation's Charter.

2. The Board of Directors and General Director of the Corporation have the following rights over independent-accounting enterprise members:

a) Delegate the General Manager of the enterprise to manage and operate the enterprise in accordance with the enterprise's Charter approved by the Corporation's Board of Directors. The General Manager of an independent-accounting enterprise is responsible to the Corporation's Board of Directors and General Director, and to the law for the enterprise's operations.

b) Appoint, dismiss, reward, and discipline the General Manager, Deputy General Manager, Chief Accountant of the enterprise; General Managers of subordinate units of the enterprise and equivalent positions.

c) Approve accounting, inspect plan implementation, and financial settlement; set levels for establishing incentive and welfare funds at the enterprise according to the Ministry of Finance's guidelines and detailed in the Corporation's Financial Regulations.

d) Extract basic depreciation funds and post-tax profits according to the Corporation's Financial Regulations and the Ministry of Finance's guidelines to establish centralized funds of the Corporation for reinvestment purposes, implementing investment projects in member units.

đ) Approve expansion investment plans, deepening investment plans, joint venture cooperation plans, capital supplementation, partial capital recovery, and share transfer plans under the Corporation's management currently held by member enterprises.

e) Coordinate financial resources, including foreign currencies, among member units to use capital most effectively throughout the Corporation, on the principle of ensuring that the total assets of an enterprise whose capital is withdrawn do not fall below the total debt plus the adjusted registered capital corresponding to the enterprise's mission or scale.

g) Approve salary payment forms, unit prices for wages, and measures to ensure living standards and working conditions for the enterprise's staff.

h) Decide to expand or reduce the scope of business of member enterprises in line with the Corporation's overall development strategy.

i) Approve the Charter of organization and operation of the enterprise, which specifies the delegation of authority to the enterprise's General Manager regarding: establishment of the enterprise's management structure; recruitment, rewards, promotions, and disciplinary actions for workers and staff; credit limits (loans, lending, delayed payments); purchase and sale of fixed assets, shares of joint-stock companies; purchase and sale of patent rights, inventions, technology transfers; participation in joint ventures and economic associations; other issues related to the autonomy of a state-owned enterprise member of the Corporation as prescribed by the Law on State-Owned Enterprises.

k) Inspect the operations of the enterprise and require the enterprise to report on its financial situation and business results.

Article 26. Members of the Corporation are independent accounting enterprises responsible for their debts and commitments within the scope of capital managed and utilized by the enterprise, specifically as follows:

1. In the investment development strategy:

a) The enterprise is assigned to organize and implement investment development projects according to the Corporation's plan. The enterprise is allocated resources by the Corporation to carry out the project;

b) The enterprise invests in construction works and development projects not directly managed by the Corporation. In this case, the enterprise raises funds on its own and bears financial responsibility.

2. In business operations, the enterprise builds and implements its plans based on:

a) Ensuring the objectives, indicators, major balances, key economic and technical norms (including unit prices and prices) of the enterprise in accordance with the overall plan of the Corporation;

b) Expanding business plans based on optimal utilization of all resources available and raised by the enterprise, in line with market needs.

3. In financial and accounting activities:

a) The enterprise receives a portion of state capital and resources allocated to the Corporation, which the Corporation reassigns to the enterprise. The enterprise has the duty to preserve and develop this capital and resources;

b) The enterprise has the right to raise capital and other credit sources in accordance with the law to implement its business and development investment plans;

c) The enterprise may establish a basic construction investment fund, a production development fund, a reward fund, a welfare fund, and a financial reserve fund in accordance with the Articles of Association of the Enterprise approved by the Board of Directors and guided by the Ministry of Finance. The enterprise has the obligation to contribute to and utilize centralized funds of the Corporation as stipulated in the Articles of Association of the Corporation and decisions of the Board of Directors;

d) The enterprise is responsible for paying taxes and other financial obligations (if any) as prescribed by law;

đ) The enterprise may be authorized by the Corporation to enter into contracts with domestic and foreign customers on behalf of the Corporation.

4. In organizational, staff, and labor matters:

a) The enterprise has the right to request the Corporation to consider and decide or be authorized by the Corporation to decide on the establishment, restructuring, dissolution of affiliated units and the organization of the management structure of the enterprise in accordance with the Articles of Association of the Corporation and the Articles of Association of the enterprise;

b) Within the staffing framework permitted by the Corporation, the enterprise has the right to select, arrange employment, or terminate employment for workers and officials working in its management and business structures. Appointments and dismissals of managerial positions in the enterprise's management structure and affiliated units, and salary arrangements comply with the Corporation's regulations as stipulated in this Charter;

c) The enterprise has the responsibility to develop human resources to ensure the implementation of the development strategy and business tasks of the enterprise; to improve working conditions and living conditions of employees in accordance with the Labor Code and Trade Union Law.

Article 27. Member enterprises that are dependent accounting entities:

1. Have the right to independently conduct business operations according to the Corporation's classification, subject to obligations and benefits towards the Corporation. The Corporation is ultimately responsible for financial obligations arising from the commitments of these enterprises.

2. May sign economic contracts, actively carry out business and financial activities, organization, and personnel according to the Corporation's classification. The rights and responsibilities of dependent accounting enterprises are detailed in the organizational and operational charter of the enterprise approved by the Board of Directors.

Article 28. Public service units have organizational and operational regulations approved by the Board of Directors; operate under the independent accounting system where income covers expenses, generate revenue from providing services, research contracts, and training for domestic and foreign units; enjoy reward and welfare funds according to the system, if lower than the average level of the Corporation, they may be supported from the Corporation's reward and welfare funds.

Article 29.

1. The finance company is an independent accounting member enterprise of the Corporation, operating in accordance with the law and guidance of the State Bank Governor, according to the Articles of Association of the enterprise approved by the Board of Directors and under the management of the General Director of the Corporation.

2. The finance company fulfills the task of raising capital to provide loans to meet the capital needs of the Corporation and its member units through preferential government loans, commercial banking and financial institution credits domestically and internationally; issuing stocks, corporate bonds, project bonds, buying and selling securities and valuable documents in accordance with the law; raising idle funds from employees within the Corporation and units in the economic and technical sector operated by the Corporation.

3. The finance company raises capital for the Corporation's investment projects, implements other services as stipulated in the Company's Articles of Association and the Financial Regulations of the Corporation issued by the State Bank. For large projects, the direct investor signs the contract, and the finance company performs service functions.

4. Units using the finance company's capital follow the principle of borrowing and repaying, implementing internal interest rates proposed by the finance company and approved by the General Director of the Corporation pursuant to the Board of Directors' authorization.

 

Chapter VII

MANAGEMENT OF THE CORPORATION'S CAPITAL CONTRIBUTIONS

AND OF MEMBER ENTERPRISES IN OTHER ENTERPRISES

 IN OTHER ENTERPRISES

PART I

MANAGEMENT OF THE CORPORATION'S CAPITAL CONTRIBUTIONS

 IN OTHER ENTERPRISES

Article 30. Regarding the portion of the Corporation's capital contributed to other enterprises, the Board of Directors of the Corporation has the following rights and obligations:

1. Approve the capital contribution plan established by the General Director to decide on or submit to the competent state authority for decision-making according to the分级授权规定在本章程第十五条第二节e款的规定；

2. At the proposal of the General Director, decide on the appointment, dismissal, reward, and punishment of individuals directly managing the portion of capital of the Corporation invested in other enterprises;

3. Supervise and inspect the use of the Corporation's capital invested in other enterprises; be responsible for the effectiveness of capital utilization, preservation, and development, and profit generation from the Corporation's capital invested in other enterprises.

Article 31. Rights and obligations of individuals directly managing the portion of capital of the Corporation invested in other enterprises:

1. Participate in management and operational positions in enterprises with the Corporation's contributed capital according to the enterprise's Articles of Association;

2. Monitor and supervise the operation situation in such enterprises;

3. Implement reporting systems and be accountable to the Corporation's Board of Directors regarding the Corporation's capital invested in such enterprises.

 

PART II

MANAGEMENT OF CAPITAL CONTRIBUTIONS FROM INDEPENDENT ACCOUNTING MEMBER ENTERPRISES

9. The General Director of the Company may accept state capital or transfer part of the capital already allocated to contribute to other enterprises and shall have the following rights and obligations:

Article 32. Independent accounting member enterprises may contribute capital to other enterprises according to the分级授权规定由总公司。对于成员企业投入其他企业的资本部分，总经理有权并有义务按照以下方式管理：

1. Develop the capital contribution plan to be submitted by the General Director to the Corporation's Board of Directors for approval;

2. Appoint, dismiss, reward, and punish individuals directly managing the member enterprise's capital invested in other enterprises;

3. Supervise and inspect the use of the member enterprise's contributed capital; be responsible for the effectiveness of capital utilization, preservation, and development; generate profits from the member enterprise's capital invested in other enterprises.

Article 33. Rights and obligations of individuals directly managing the member enterprise's capital invested in other enterprises:

1. Participate in management and operational positions in enterprises with the member enterprise's contributed capital according to the enterprise's Articles of Association;

2. Monitor and supervise the business operation situation in enterprises with the member enterprise's contributed capital;

3. Implement reporting systems as prescribed by the General Director; be accountable to the Corporation's Board of Directors and the General Director regarding the effectiveness of the member enterprise's capital utilized at the enterprise where they are appointed to participate in management and operations.

PART III

JOINT VENTURE UNITS

Article 34. Joint venture units in which the Corporation or its member enterprises participate shall be managed, operated, and conducted activities according to the Law on Foreign Investment, the Company Law, and other relevant laws of Vietnam. The Corporation or its member enterprises shall fulfill all rights, obligations, and responsibilities towards these joint ventures concerning financial activities as stipulated by law and according to signed contracts.

 

Chapter VIII

FINANCIAL AFFAIRS OF THE CORPORATION

Article 35. The Corporation implements a comprehensive accounting system and financial autonomy in business operations consistent with the Law on State-Owned Enterprises, other legal regulations, and the Corporation's Articles of Association.

Article 36.

1. The charter capital of the Corporation includes:

a) Capital assigned by the State at the time of the Corporation's establishment;

b) Additional State investment capital (if any);

c) Profit after tax allocated to supplement capital according to current regulations;

d) Other sources of capital (if any).

2. When increasing or decreasing the charter capital, the Corporation must promptly adjust it in the balance sheet and announce the adjusted charter capital of the Corporation.

Article 37.

1. The Corporation is established and uses centralized funds to ensure that the Corporation's development process achieves high efficiency.

2. Centralized funds of the Corporation are established according to the Corporation's Articles of Association, Financial Regulations of the Corporation, and decided by the Board of Directors, including:

a) An investment and development fund established from basic depreciation funds and profits of member units as stipulated by the Ministry of Finance, income from the Corporation's capital invested in other enterprises, and other sources.

Basic depreciation funds and reinvestment income of dependent units under the Corporation are concentrated at the Corporation for annual investment planning.

The Corporation can mobilize basic depreciation funds of independent accounting enterprises through a reduction in the enterprise's capital, without mobilizing the basic depreciation of fixed assets not yet repaid loans; if mobilizing reinvestment income of independent accounting member enterprises, internal interest rates approved by the General Director according to the Board of Directors' authorization and guidelines from the Ministry of Finance must be followed;

b) A centralized scientific research and training fund established from production development funds of member units and vocational education funding from the state budget (if any), and other sources, including income from the implementation of scientific research and training services and contracts signed with domestic and foreign enterprises and public institutions;

c) Financial reserve funds, reward funds, welfare funds are established according to the guidelines of the Ministry of Finance. Specific allocation and payment levels for these funds and their usage are stipulated in the Corporation's Financial Regulations.

Article 38. Financial Autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, balancing revenues and expenditures, and has the responsibility to preserve and develop the Corporation's business capital sources, including the portion invested in other enterprises.

2. The Corporation is responsible for settling debts listed in the Corporation's balance sheet and other financial commitments (if any).

3. The Corporation supervises and monitors all financial activities within the entire Corporation.

4. All credit relationships (loans, lending, delayed payments, and guarantees) between the Corporation and external partners must comply with the following principles:

a) The level of credit for a single loan equivalent to 15% or less of the registered capital shall be considered and decided by the Corporation.

b) The level of credit for a single loan equivalent to more than 15% of the registered capital must be submitted to the Prime Minister for approval.

5. The Corporation is responsible for building, submitting, registering financial plans and financial reports, balance sheets of the Corporation to report to competent authorities and annual final settlement with the Ministry of Finance. The Ministry of Finance will inspect and approve the annual final settlement of the Corporation.

6. The Corporation is responsible for paying taxes and other payments according to current laws and the Financial Regulations of the Corporation, except for taxes that member units have already paid. The Corporation may use profits after fulfilling tax obligations to the State according to current regulations.

7. Profits earned by the Corporation or its member units from their investment in other enterprises do not need to pay corporate income tax if such enterprises have already paid corporate income tax before distributing dividends to investors.

8. Financial activities of member units of the Corporation and the relationship regarding financial activities between the Corporation and its member units shall be carried out in accordance with the Charter of the Corporation and the Financial Regulations of the Corporation.

9. The material liability of the Corporation in business relationships and civil relationships is limited to the total amount of registered capital of the Corporation at the time of the most recent announcement.

10. The Corporation must strictly comply with the Accounting and Statistics Ordinance, current accounting systems, and financial reporting requirements for state-owned enterprises.

11. The Corporation is subject to financial and business operation supervision by state agencies with authority according to the provisions of the Law.

 

CHAPTER IX

EACH RELATIONSHIP BETWEEN THE CORPORATION AND STATE AGENCIES

AND LOCAL AUTHORITIES

Article 39. Relationship with the Government.

The Corporation:

1. Adheres to the law, strictly implements relevant government regulations concerning the Corporation and state-owned enterprises;

2. Implements planning and development strategies for the Corporation within the overall national industry and territorial development plans;

3. Adheres to regulations on establishment, division, merger, dissolution; organizational and personnel policies; financial, credit, tax, profit distribution systems; accounting and statistical systems;

4. Is subject to inspection and audit of the implementation of laws, policies, and systems by the State at the Corporation;

5. May propose solutions, mechanisms, and policies for management of the State concerning the Corporation;

6. Manages and uses capital, assets, resources, land, and other resources assigned by the State to fulfill business tasks and must preserve and develop these resources;

7. Enjoys subsidies, price supports, and other benefits as prescribed by the Government.

Article 40. Relationship with the Ministry of Finance.

1. The Corporation is under the control of the Ministry of Finance in terms of state management in the following areas:

a) Compliance with financial systems, accounting, taxation, organizational structures, and accounting;

b) Financial auditing and internal auditing of the Corporation.

2. The Ministry of Finance is the agency authorized by the Government to exercise certain rights of ownership and control over the Corporation in the following areas:

a) Determining the capital, resources, and other assets assigned to the Corporation for management and use;

b) Inspecting the effective use, preservation, and development of capital and other resources assigned during operations, reflected through the annual final settlement;

c) Approving the annual final settlement of the Corporation;

d) Approving the Financial Regulations of the Corporation for the Board of Directors to sign and promulgate.

3. The Corporation is subject to financial inspections and audits, and other matters within the jurisdiction of the Ministry of Finance.

4. The Corporation has the right to propose financial solutions, mechanisms, policies, and other related matters; it may request the Ministry of Finance to approve the organization and implementation of large asset transfers, credit transactions exceeding limits, fulfillment of financial obligations, post-tax profit distribution, asset liquidation within the Corporation, and additional budget capital for the Corporation.

Article 41. Relationship with the Ministry of Construction.

1. With its function of state management in the cement industry, the Ministry of Construction controls the Corporation in the following areas:

a) Issuing product standards, technology standards, including individual equipment and imported integrated equipment; sectoral economic-technical norms and directly supervising the Corporation's implementation of these standards and norms;

b) Developing and issuing industry development plans and directly supervising the Corporation's implementation of these plans;

c) The Corporation is responsible for implementing the above regulations and may propose issues related to the above to the Ministry of Construction.

2. With the task of exercising some rights of state ownership, the Ministry of Construction controls the Corporation in the following areas:

a) Establishing, dividing, merging, restructuring, and dissolving member units of the Corporation within the scope authorized by the Prime Minister;

b) Together with the authorized agency, preparing to submit to the Prime Minister for the appointment, dismissal, commendation, and disciplinary action of members of the Board of Directors and General Manager;

c) Appointing, dismissing, commending, and disciplining Deputy General Managers and Chief Accountants of the Corporation; recommending candidates for the Supervisory Board of the Corporation;

d) Participating in capital allocation and other resources to the Corporation, inspecting the Corporation's operations; the Corporation is responsible for reporting according to state regulations and the requirements of the Ministry of Construction;

e) Directing the Corporation to implement major national balances, ensuring the majority of cement needs and serving as the main tool of the State to stabilize domestic cement prices;

f) The Corporation is also subject to oversight and supervision by the Ministry of Construction within the scope of other functions of this Ministry as prescribed by law.

Article 42. Other Ministries, agencies at the ministerial level, and government agencies, in their capacity as state management agencies, control the Corporation in the following areas:

1. Implement economic and technical norms, product standards, and product quality standards consistent with industry standards and national standards.

2. Implement regulations on resource protection and environmental protection.

3. Participate in the appraisal of investment projects according to the strategic plans, sectoral development plans, and regional economic planning.

4. Implement regulations on foreign relations and import-export activities.

5. Ensure the implementation of rights and obligations towards employees within the Corporation in accordance with the provisions of the law.

6. The Corporation is subject to inspection, audit, and supervision by these agencies in areas within their functions as prescribed by law.

Article 43. With respect to local authorities, as state management agencies within their territorial jurisdiction, the Corporation is subject to state management and compliance with administrative regulations and obligations towards People's Councils and People's Committees at all levels as prescribed by law.

 

Chapter X

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 44. The restructuring of the Corporation shall be proposed by the Board of Directors for consideration and decision by the Prime Minister.

Article 45. The Corporation shall be dissolved in cases where the Prime Minister deems it unnecessary to maintain the Corporation. Upon the decision to dissolve the Corporation, the Prime Minister shall establish a Dissolution Committee. The assets of the dissolved Corporation, after settling debts as prescribed by law, shall belong to the State.

Article 46. The restructuring, division, merger, dissolution, supplementation, and establishment of new units within the Corporation shall be proposed by the Board of Directors for consideration and decision by the Prime Minister.

Article 47. If the Corporation and its affiliated units lose the ability to pay maturing debts, they shall be handled in accordance with the Bankruptcy Law of Enterprises.

 

CHAPTER XI

IMPLEMENTING PROVISIONS

Article 48. These Articles apply to the Vietnam Cement Corporation. All individuals and affiliated units of the Vietnam Cement Corporation are responsible for implementing these Articles.

These Articles take effect from the date of signing the Decree approving them.

Article 49.

1. Affiliated units of the Corporation shall base themselves on the Law on State-Owned Enterprises and the Articles of the Corporation to formulate their own Articles of Association or Rules of Organization and Operation, which shall be submitted by the General Director for approval by the Board of Directors. The Articles of Association and Rules of affiliated units of the Corporation must not contravene the Articles of the Corporation.

2. In cases where it is necessary to supplement or amend the Articles of the Corporation, the Board of Directors shall submit for decision by the Prime Minister. When affiliated units of the Corporation amend or supplement their Articles of Association or Rules of Organization and Operation, such amendments must be approved by the Board of Directors of the Corporation upon submission by the General Director.

Article 50. In cases where government documents, documents of ministries, ministerial-level agencies, agencies under the Government, provincial People's Committees, and the Decision establishing affiliated enterprises contain provisions different from these Articles, they shall be interpreted in accordance with these Articles./.

 

ANNEX

(Attached to the Articles of Organization and Operation of the Vietnam Cement Corporation approved by Decree No. 08/CP dated February 8, 1996 of the Government)

 

I. LIST OF AFFILIATED UNITS OF THE VIETNAM CEMENT CORPORATION

(At the time of approval of the Corporation's Articles)

  A. INDEPENDENT STATE ENTERPRISES:

01. Hoang Thach Cement Company,

02. Hai Phong Cement Company,

03. Bim Son Cement Company,

04. Ha Tien I Cement Company,

05. Ha Tien II Cement Company,

06. Dong Nai Building Materials Sheet Company,

07. Da Nang Cement and Building Materials Company,

08. Gypsum and Cement Trading Company,

09. Cement Material Transport Company,

10. Cement Technical Material Company,

11. Cement Import and Export Company,

12. Cement Investment and Development Consulting Company,

13. Cement Financial Company.

B. SUBSIDIARY UNITS

(none)

C. PUBLIC SERVICE UNITS:

01. Cement Technical Training Center.

II. LIST OF JOINT VENTURE UNITS WITH CAPITAL CONTRIBUTIONS FROM THE VIETNAM CEMENT CORPORATION

(at the time of approval of the Corporation's Articles)

1. ChinFon-Hai Phong Cement Company,

2. Sao Mai Cement Company,

3. Nghi Son Cement Company,

4. Vietnam Mixed Concrete Joint Stock Company (Ho Chi Minh City).