Decree No. 10/2019/ND-CP On the exercise of rights and responsibilities of state owners

DECREE

On the exercise of rights and responsibilities of state capital representatives

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On the basis of Law on Government Organization dated June 19, 2015;

On the basis of Law on State Capital Management and Utilization for Production and Business at Enterprises November 26, 2014;

On the basis of pursuant to the Enterprise Law November 26, 2014;

At the proposal of the Minister of Planning and Investment;

The Government issues this Decree on the exercise of rights and responsibilities of state capital representatives.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the exercise of rights and responsibilities of state capital representatives in accordance with the provisions of the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises.

Article 2. Applicability

1. State capital representatives at enterprises where the State holds 100% of the charter capital and the State's share in joint-stock companies and limited liability companies with two or more members.

2. Enterprises where the State holds 100% of the charter capital.

3. Other agencies, organizations, and individuals related to investment, management, and use of State capital at enterprises.

Article 3. State Capital Representatives

1. The Government shall uniformly exercise the rights and responsibilities of state capital representatives in investing State capital in enterprises and managing State capital reinvested in enterprises in accordance with the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises and other relevant laws.

2. The Prime Minister shall exercise the rights and responsibilities of state capital representatives in accordance with the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises and other relevant laws.

3. Agencies representing state capital shall exercise the rights and responsibilities of state capital representatives towards enterprises established or managed by themselves, and towards the State's share invested in joint-stock companies and limited liability companies with two or more members in accordance with the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises and other relevant laws.

4. Direct state capital representatives shall exercise the rights and responsibilities of state capital representatives at enterprises in accordance with the Law on Management and Use of State Capital for Investment in Business Operations at Enterprises and other relevant laws.

Article 4. Agencies Representing State Capital

1. The State Capital Management Committee is the agency representing state capital for enterprises where the State holds 100% of the charter capital and the State's share invested in enterprises, as prescribed by the Government.

2. Ministries, ministerial-level agencies, and government agencies (hereinafter referred to collectively as Ministries), People's Committees of provinces and centrally-administered cities (hereinafter referred to collectively as Provincial People's Committees) are agencies representing state capital for the following entities:

a) Enterprises where the State holds 100% of the charter capital and the State's share invested in enterprises established or managed by Ministries and Provincial People's Committees and not transferred to the State Capital Management Committee and the State Capital Investment Corporation as prescribed by law;

b) Enterprises where the State holds 100% of the charter capital and the State's share invested in enterprises that are subject to transfer to the State Capital Management Committee and the State Capital Investment Corporation but have not yet been transferred.

3. The State Capital Investment Corporation shall exercise the rights of state capital representatives at enterprises transferred from Ministries and Provincial People's Committees in accordance with the law.

Chapter II

IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF STATE CAPITAL REPRESENTATIVES

Section 1

IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE GOVERNMENT AND THE PRIME MINISTER OF THE GOVERNMENT

Article 5. Implementation of the Government's rights and responsibilities

The rights and responsibilities of the Government as prescribed by the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises shall be implemented as follows:

1. The State Capital Corporation shall propose to the competent state agency to submit to the Government for issuance, amendment, and supplementation of the charter of enterprises established by the Prime Minister's decision and held 100% by the State, with the State Capital Corporation acting as the representative owner according to the Government's regulations; issuance, amendment, and supplementation of financial management regulations for the Vietnam Oil and Gas Group and the Vietnam Electricity Corporation.

2. The Ministry of National Defense shall submit to the Government for issuance, amendment, and supplementation of the charter and salary management mechanism of the Military Industry and Telecommunications Corporation.

3. Ministry of Finance:

a) Submit to the Government for issuance: Regulations on converting enterprises held 100% by the State into joint-stock companies; regulations on financial management for enterprises held 100% by the State; criteria for evaluating business results and production and business efficiency for enterprises held 100% by the State; regulations on monitoring and inspecting investment activities, management, and use of State capital at enterprises.

b) Prepare a report on investment, management, and use of State capital at enterprises nationwide, submit to the Government for consideration and report to the National Assembly at the end-of-year session as assigned by the Government.

4. The Ministry of Home Affairs shall submit to the Government for issuance of regulations on recruitment, appointment, reappointment, dismissal, commendation, and disciplinary action for managers and Supervisors of enterprises held 100% by the State, and representatives of State capital.

5. The Ministry of Labor, Invalids, and Social Affairs shall submit to the Government for issuance: Regulations on salary, remuneration, bonuses, and other benefits for managers and Supervisors at enterprises held 100% by the State, and representatives of State capital; regulations on recruitment, salary, bonuses, and other benefits for employees at enterprises held 100% by the State according to labor laws.

6. The Ministry of Planning and Investment shall submit to the Government for issuance: Regulations on publicizing information about the operations of enterprises held 100% by the State; regulations on the operational rules of Supervisors at enterprises held 100% by the State; regulations on establishment, merger, consolidation, division, dissolution, sale of all enterprises, and conversion of enterprises held 100% by the State into limited liability companies with two or more shareholders.

Article 6. Implementation of the Prime Minister's rights and responsibilities

The Prime Minister shall implement the rights and responsibilities of the State's representative owner as prescribed by the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises as follows:

1. Invest State capital to establish State-owned enterprises holding 100% of the registered capital according to the following authorities:

a) The representative owner agency shall prepare and submit to the Prime Minister the proposal for establishing the enterprise, including the Enterprise Establishment Project according to the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises and other documents as required by law.

b) The Prime Minister shall issue the Decision to establish the enterprise after receiving the review opinion of the Ministry of Planning and Investment and the opinions of the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids, and Social Affairs, and the relevant industry management ministry regarding the Enterprise Establishment Project submitted by the representative owner agency.

c) The Prime Minister shall appoint the Chairman of the Board of Members based on the proposal of the representative owner agency and the review of the Ministry of Home Affairs.

2. Decide on the following matters concerning State-owned enterprises established by the Prime Minister's decision:

a) Decide on restructuring, ownership transfer, and enterprise reorganization upon the proposal of the representative owner agency and the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids, and Social Affairs, and the relevant industry management ministry.

b) Decide on the registered capital when establishing the enterprise as stipulated in Clause 1 of this Article; approve adjustments to the registered capital of the enterprise during its operation based on the proposal of the representative owner agency and the written approval of the Ministry of Finance according to the Government's regulations on investing State capital in enterprises and managing and using capital and assets at enterprises.

c) Approve the strategy, production and business plan, and five-year development investment plan of the enterprise (including the strategy, production and business plan, and five-year development investment plan) based on the proposal of the representative owner agency, the opinion of the Ministry of Finance, the relevant industry management ministry, and the review of the Ministry of Planning and Investment.

d) Decide on planning, appointment, reappointment, resignation acceptance, dismissal, transfer, commendation, disciplinary action, termination of employment, retirement of the Chairman of the Board of Members based on the proposal of the representative owner agency and the review of the Ministry of Home Affairs. The Prime Minister shall appoint the Chairman of the Board of Members after obtaining the consensus of the Government Party Cadre Council according to the enterprise's charter.

The State Capital Corporation shall take the lead and coordinate with the Ministry of Home Affairs to submit to the Prime Minister for the appointment of the General Director of the State Capital Investment and Business Corporation after obtaining the consensus of the Government Party Cadre Council.

đ) Decide on appointment, reappointment, dismissal, resignation, transfer, commendation, disciplinary action, and retirement for the position of Chairman of the Parent Company - Military Industry and Telecommunications Corporation based on the proposal of the Ministry of National Defense and the opinion of the Ministry of Home Affairs. The Prime Minister shall appoint the Chairman of the Parent Company - Military Industry and Telecommunications Corporation after obtaining the consensus of the Government Party Cadre Council.

3. Approve the overall restructuring plan for state-owned enterprises established or managed by the agency representing the owner based on the proposal of the agency representing the owner and the opinions of the Ministry of Finance, the Ministry of Planning and Investment, the Ministry of Home Affairs, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Justice, and the relevant industry management ministry.

The authority to decide on the restructuring of credit organizations under special control shall be carried out in accordance with the provisions of the Law on Credit Organizations.

4. Decide on the transfer of state capital at enterprises between agencies representing the owner, between the agency representing the owner and state investment and business enterprises, in accordance with the legal regulations on transferring the rights of state ownership representation at enterprises.

5. Perform other rights and responsibilities of the state owner representative as stipulated by law, assigned by the Government, and this Decree.

Section 2

IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE AGENCY REPRESENTING THE OWNER

Article 7. Rights and responsibilities of the agency representing the owner regarding the establishment of enterprises wholly owned by the State

1. Based on the scope of state capital investment and conditions for establishing enterprises wholly owned by the State as prescribed by laws on managing and using state capital invested in production and business activities at enterprises, the agency representing the owner shall prepare and submit to the Prime Minister a proposal for establishing an enterprise, including the establishment project according to the Law on Managing and Using State Capital Invested in Production and Business Activities at Enterprises, and other documents as prescribed by law.

2. After the Prime Minister approves the establishment project, the agency representing the owner shall perform the following rights and responsibilities:

a) Decide on the establishment of the enterprise, except in cases within the Prime Minister's decision-making authority.

b) Propose the competent financial body to appraise the investment capital proposal and implement capital allocation to the enterprise.

c) Issue the charter, appoint the Chairman and members of the Board of Members, and the Chairman of the company, except in cases within the authority of the Government and the Prime Minister.

3. The procedures and formalities for implementing the rights and responsibilities stipulated in Clause 1 and Clause 2 of this Article shall be carried out in accordance with the Government's regulations on state capital investment in enterprises and management and use of capital and assets at enterprises, and on the establishment of enterprises wholly owned by the State.

Article 8. Rights and responsibilities of the agency representing the owner regarding the reorganization, conversion of ownership, dissolution, bankruptcy, and transfer of enterprises wholly owned by the State

1. The agency representing the owner shall cooperate with relevant agencies to develop and submit to the Prime Minister for approval an overall restructuring and modernization plan for enterprises established or managed by itself, based on the legal regulations on managing and using state capital invested in production and business activities at enterprises and the criteria for classifying state-owned enterprises and enterprises with state capital decided by the Prime Minister during each period.

2. The plan stipulated in Clause 1 of this Article must specify the forms of restructuring, modernization, reorganization, conversion of ownership, dissolution, and the implementation timeline for each enterprise established or managed by the agency representing the owner.

3. Regarding the division, separation, merger, and consolidation of enterprises according to the overall restructuring and modernization plan approved by the Prime Minister:

a) The agency representing the owner shall issue decisions on dividing, separating, merging, and consolidating enterprises, except in cases specified in points b, c, and d of Clause 3 of this Article.

b) In the case of merging enterprises belonging to different agencies representing the owner, the agency representing the owner of the enterprise receiving the merger shall issue the merger decision after obtaining a written agreement from the agency representing the owner of the enterprise being merged.

c) The authority to decide on the merger of enterprises belonging to different agencies representing the owner shall be implemented in accordance with the Government's guidelines.

d) The agency representing the owner shall submit to the Prime Minister for a decision on dividing, separating, merging, and consolidating enterprises established by the Prime Minister.

đ) Conditions, documents, procedures, and formalities for dividing, separating, merging, and consolidating enterprises shall be carried out in accordance with the Enterprise Law and the Government's guidelines.

4. Regarding the transformation of enterprises wholly owned by the State into joint-stock companies:

Procedures, formalities, and authority to decide on transforming enterprises into joint-stock companies shall be carried out in accordance with the Government's regulations on transforming state-owned enterprises and limited liability companies wholly owned by state-owned enterprises into joint-stock companies.

5. Regarding the transformation of enterprises into limited liability companies with two or more shareholders:

Based on the conditions, methods, procedures, and formalities for transforming enterprises into limited liability companies with two or more shareholders as prescribed by the Enterprise Law, the Law on Managing and Using State Capital Invested in Production and Business Activities at Enterprises, and the Government's guidelines, the agency representing the owner shall perform the following rights and responsibilities:

a) Submit to the Prime Minister for a decision on transforming enterprises established by the Prime Minister.

b) Decide on transforming enterprises, except in cases specified in point a of this clause.

c) Decide on selecting consulting organizations for valuation and auction; approve the results of determining the value of the enterprise.

d) Approve the transformation plan for the enterprise or submit to the Prime Minister for approval the transformation plan for enterprises established by the Prime Minister.

đ) Coordinate with relevant agencies to approve the final accounts of finance, costs of enterprise transformation, support funds for redundant workers, and revenue from enterprise transformation.

e) Appoint representatives for state capital at the enterprise undergoing conversion; resolve any issues, complaints, and reports related to the enterprise conversion according to their authority and current laws.

g) Guide, inspect, and supervise the enterprise conversion process in accordance with the law.

6. Sale of enterprises:

a) The agency representing the owner decides to approve the sale plan and price of the enterprise, except in cases stipulated in point b of this clause.

b) The agency representing the owner submits to the Prime Minister for approval of the sale plan and price of the enterprise established by the Prime Minister's decision.

c) The agency representing the owner or the authorized person signs the enterprise sale contract with the buyer according to the approved sale plan and price under points a and b of this clause.

d) Conditions, procedures, and processes for selling enterprises shall be carried out in accordance with the Government's guidelines on selling enterprises in which the State holds 100% of the charter capital.

7. Dissolution of enterprises:

a) The agency representing the owner decides to dissolve the enterprise based on the proposal of the competent authority proposing dissolution of the enterprise according to the law, except in cases stipulated in point b of this clause.

b) The agency representing the owner submits to the Prime Minister for a decision to dissolve the enterprise established by the Prime Minister's decision.

c) The object of the enterprise being dissolved is determined according to the overall restructuring and modernization project of state-owned enterprises already approved by the Prime Minister. In cases where the dissolution of state-owned enterprises has not been specified in the overall restructuring and modernization project of state-owned enterprises, the agency establishing the state-owned enterprise must submit to the Prime Minister for consideration and decision.

d) Conditions, procedures, and processes for dissolving enterprises shall be carried out in accordance with the law.

8. Bankruptcy of enterprises:

The agency representing the owner implements the procedure to file a request for bankruptcy proceedings for the enterprise according to the law.

9. Transfer of ownership representation rights:

The agency representing the owner transfers state capital at the enterprise to another agency representing the owner according to the Government's regulations.

10. In cases where the provisions of this Article differ from the legal provisions regarding banks concerning the reorganization, ownership transfer, dissolution, bankruptcy, and transfer of enterprises in which the State holds 100% of the charter capital that are credit organizations, the provisions of the banking law shall apply.

Article 9. Rights and responsibilities of the agency representing the owner regarding the articles of association, strategy, and plans of enterprises in which the State holds 100% of the charter capital

1. The agency representing the owner promulgates the articles of association and amendments and supplements to the articles of association of the enterprise upon the proposal of the Board of Members, the Company Chairman, except in cases within the promulgation authority of the Government.

2. The agency representing the owner approves for the Board of Members, the Company Chairman to decide on the five-year plan (including strategy, production and business plan, and five-year development investment plan) and the annual production and business plan of the enterprise, except in cases within the approval authority of the Prime Minister.

3. The approval decision for the plans stipulated in Clause 2 of this Article must include the following main contents:

a) Objectives and tasks of the plan;

b) Revenue, profit, tax payment targets, and other plan targets.

c) Solutions to implement the plan;

d) Assignment of organizational implementation, supervision, and evaluation of the plan's results.

đ) Other contents.

4. Regarding monitoring and inspection of plan implementation:

a) The agency representing the owner must monitor and inspect the implementation of the plans stipulated in Clause 2 of this Article and evaluate the results.

b) The agency representing the owner guides and urges the enterprise to build and submit mid-term and final reports on the implementation of the plans to serve monitoring and inspection work, including the following main contents:

- Implementation status of assigned objectives, tasks, and plan targets;

- Implementation status of solutions proposed in the plan;

- Limitations and reasons for non-implementation or poor implementation of the plan (if any);

- Subsequent solutions to complete the plan objectives for the next period.

c) Procedures and deadlines for submitting implementation reports shall comply with the Government's regulations on the monitoring and inspection system for the implementation of strategies, plans, goals, and assigned tasks of state-owned enterprises.

Article 10. Rights and responsibilities of the representative body of the owner regarding the management of cadres in state-owned enterprises holding 100% of the charter capital

1. For enterprise managers:

a) Decide on planning, appointment, reappointment, resignation, dismissal, transfer, rotation, commendation, disciplinary action, termination of employment, retirement for the Chairman of the Board of Members, members of the Board of Members, and the company chairman according to the provisions of the law, except for cases within the Prime Minister's decision-making authority.

b) Approve for the Board of Members and the company chairman to decide on the appointment, reappointment, dismissal, commendation, and disciplinary action for the General Director and the enterprise director.

The representative body of the owner shall take the lead and coordinate with the Ministry of Home Affairs to report and seek opinions from the Party Committee of the Government before issuing a document to approve the Board of Members of the enterprise established by the Prime Minister's decision to appoint the General Director according to the regulations stipulated in the enterprise's articles of association.

c) Implement rights and responsibilities concerning salaries, remuneration, bonuses, and other benefits for enterprise managers according to the government's regulations on salaries, remuneration, and bonuses for managers of state-owned single-member limited liability companies holding 100% of the charter capital.

d) Decisions on appointments, reappointments, dismissals, approvals of resignations, removals from positions, transfers, promotions, salary adjustments, allowances, commendations, disciplinary actions, and retirements for the General Director, directors, and other managerial positions in enterprises under the Ministry of Public Security and the Ministry of National Defense shall be carried out according to the cadre work regulations in the military and police, laws, and the enterprise's articles of association.

2. For supervisors:

a) Deciding on planning, appointing, reappointing, resignation, dismissal, transfer, promotion, reward, punishment, termination of employment, and retirement of supervisors in accordance with the law.

b) Establish a Supervisory Board consisting of a maximum of five supervisors at the parent company of state economic groups.

c) Establish a Supervisory Board consisting of three supervisors at the parent company of state joint-stock corporations.

d) Appoint one supervisor or establish a Supervisory Board consisting of three supervisors at other state-owned enterprises depending on the scale of capital, geographical area, and business sector and field of the state-owned enterprise established or managed by themselves.

e) The representative body of the owner selects and decides to appoint civil servants under their management as supervisors and is responsible for arranging appropriate work for these officials when they cease to serve as supervisors.

Article 11. Organization to implement rights and responsibilities regarding financial activities and investment of state-owned enterprises holding 100% of the charter capital

The representative body of the owner:

1. Issuing financial regulations for enterprises according to the government's regulations on state capital investment in enterprises and the management and use of capital and assets in enterprises, except for cases within the government's issuance authority.

2. Approving the registered capital of the enterprise (including adjustments to the registered capital during the operation process), except for cases within the Prime Minister's authority; reviewing the application and plan to supplement the registered capital of the enterprise; coordinating with the same-level financial agency: implementing the supplementary registered capital for the enterprise according to the regulations suitable for each source of supplementary capital.

The application, plan, procedures, and processes for capital allocation are regulated in the Law on Management and Use of State Capital for Production and Business Investment in Enterprises and the government's guiding regulations.

3. Reviewing and approving, upon the proposal of the Board of Members and the company chairman, the following contents:

a) Plan for raising capital for each project exceeding the level specified in point a, Clause 3, Article 23 of the Law on Management and Use of State Capital for Production and Business Investment in Enterprises.

b) Capital-raising schemes from foreign organizations and individuals.

For foreign loans under the method where the enterprise borrows and bears the responsibility for repayment, except for foreign loans in the form of deferred payment imports, the representative body of the owner approves the foreign borrowing policy of the enterprise and requests the Ministry of Finance to review and approve. For loans guaranteed by the government, it shall be implemented according to the legal regulations on public debt management and other relevant laws.

c) Investment projects, construction, purchase, and sale of fixed assets of the enterprise exceeding the level specified in point a, Clause 1, Article 24 of the Law on Management and Use of State Capital for Production and Business Investment in Enterprises.

d) Investment projects outside the enterprise exceeding the level specified in point a, Clause 4, Article 28 of the Law on Management and Use of State Capital for Production and Business Investment in Enterprises.

The capital-raising activities of state-owned enterprises holding 100% of the charter capital that are credit organizations shall be carried out according to banking laws and related laws.

The procedures, reviews, and approvals for projects and plans stipulated in Clause 2 of this Article shall be carried out according to relevant legal regulations.

4. Deciding for the Board of Members and the company chairman to sign contracts for leasing, mortgaging, or pledging enterprise assets with values higher than the classification level for the Board of Members and the company chairman according to the Law on Management and Use of State Capital for Production and Business Investment in Enterprises and the government's guiding regulations.

5. Approving plans for liquidation and sale of fixed assets with values higher than the classification level for the Board of Members and the company chairman according to the Law on Management and Use of State Capital for Production and Business Investment in Enterprises and the government's guiding regulations.

6. Deciding on the policy of investing abroad, except for cases within the National Assembly's authority or the Prime Minister's authority, according to the legal regulations on management and use of state capital for production and business investment in enterprises, investment laws, foreign exchange management laws, and related laws.

7. Deciding on policies for capital contribution, increase, decrease in capital contribution, and transfer of investment capital of enterprises invested in joint-stock companies or limited liability companies with two or more shareholders.

8. Decision on the principle of accepting joint-stock companies and limited liability companies with two or more members as subsidiaries or associated companies of the enterprise.

9. Approve financial reports, profit distribution plans, and annual reserve fund allocations of the enterprise.

10. Coordinate with the same-level financial agency to implement state capital investment in the enterprise after approval by the competent authority; decide on the transfer of the enterprise's investment capital in joint-stock companies and limited liability companies with two or more members when the transfer value is lower than the book value of the enterprise after deducting loss provisions for investment capital.

11. Approve the principle for the Board of Members and the Chairman of the company to decide on establishing, restructuring, and dissolving branches, representative offices, and dependent accounting units of the enterprise as prescribed by law.

The establishment of branches and representative offices of enterprises holding 100% state-owned charter capital, which are credit organizations, shall be carried out in accordance with the laws on banking.

Report to the Prime Minister for consideration and approval of the principle for the Board of Members and the Chairman of the company to decide on establishing, restructuring, and dissolving branches, representative offices, and dependent accounting units of the enterprise established by the Prime Minister.

Article 12. Organization to implement supervisory, inspection, and evaluation rights and responsibilities regarding the operation of enterprises holding 100% state-owned charter capital.

1. The representative body of the owner organizes the supervision and inspection of the management, use, preservation, and development of capital, implementation of strategic and development investment plans, labor recruitment, and wage and bonus systems of the enterprise; provide opinions on the supervision, inspection, and audit activities of authorized agencies and organizations concerning state capital investment, management, and use at the enterprise according to the Law on Management and Use of State Capital Invested in Production and Business Activities at Enterprises and government guidelines.

2. The representative body of the owner organizes the assessment of the results and effectiveness of production and business operations of the enterprise, the completion level of tasks in management and operation by enterprise managers and supervisors according to the law on management and use of state capital invested in production and business activities at enterprises and government guidelines.

3. The authority, procedures, and processes for conducting audits of enterprises holding 100% state-owned charter capital shall be implemented in accordance with the law on auditing and related laws.

Article 13. Organization to implement rights and responsibilities regarding state capital investment in joint-stock companies and limited liability companies with two or more members.

The representative body of the owner:

1. Exercise rights and responsibilities as the state capital owner representative in joint-stock companies and limited liability companies with two or more members through the state capital representative.

2. Appoint, dismiss, relieve from duty, reward, discipline, salary, responsibility allowances, bonuses, and other benefits of the state capital representative according to the Law on Management and Use of State Capital Invested in Production and Business Activities at Enterprises and government regulations on state capital representatives holding management positions in enterprises where the state holds over 50% of the charter capital, labor, wages, remuneration, and bonuses for companies with controlling state shares and related laws.

3. Coordinate with the same-level financial agency to implement increased state capital contributions in joint-stock companies and limited liability companies with two or more members after obtaining approval for additional investment. Documentation, procedures, and processes for implementing increased state capital contributions in enterprises according to the Law on Management and Use of State Capital Invested in Production and Business Activities at Enterprises and government regulations.

Develop a roadmap, decide on the plan, and organize the implementation of transferring state capital in joint-stock companies and limited liability companies with two or more members according to the list of enterprises with state capital for transfer decided by the Prime Minister in each phase.

In cases where transferring state capital in enterprises not included in the list of enterprises with state capital for transfer decided by the Prime Minister, the representative body of the owner must report to the Prime Minister for decision before developing the plan and organizing the implementation of transferring state capital in such enterprises.

Documentation, procedures, and processes for implementing the transfer of state capital in enterprises according to the laws on state capital investment in enterprises and management and use of capital and assets in enterprises.

4. Supervise the recovery of investment capital, profits, and dividends received from joint-stock companies and limited liability companies with two or more members according to the law.

5. Require the state capital representative in enterprises where the state holds 36% or more of the charter capital to report and seek the opinion of the representative body of the owner before participating in discussions, voting, and decisions at the General Meeting of Shareholders, meetings of the Board of Directors, and Board of Members according to the law and the Articles of Association of the enterprise on the following matters:

a) Objectives, tasks, and business sectors; restructuring, dissolution, and bankruptcy requirements for the enterprise;

b) The Articles of Association, amendments, and supplements to the Articles of Association of the enterprise;

c) Matters related to increasing or decreasing the registered capital; timing and methods of raising capital; types of shares and total number of each type of shares that can be offered for sale; purchasing more than 10% of the total number of sold shares of each type;

d) Matters concerning the nomination for election, recommendation for removal, dismissal, commendation, and handling of violations by Board of Directors members, Chairman of the Board of Directors, Chairman of the Board of Members, and members of the Supervisory Board. Nomination for appointment, recommendation for removal, signing of contracts, termination of contracts with the General Director (Director) of the enterprise. Remuneration, salaries, bonuses, and other benefits of Board of Directors members, Board of Members members, Supervisory Board members, and the General Director (Director) of the enterprise; number of Board of Directors members, Supervisory Board members, Deputy General Directors (Deputy Directors) of the enterprise;

đ) Strategic plans, production and business plans, and development investment plans;

e) The policy on contributing capital, holding, increasing, or decreasing capital in enterprises at subsidiaries; establishing, restructuring, dissolving branches, representative offices; accepting enterprises voluntarily joining as subsidiaries or associated companies;

g) The policy on purchasing, selling assets and loan contracts with a value equal to or greater than 50% of the charter capital of the enterprise or another ratio smaller than that specified in the Enterprise Charter; the policy on foreign borrowing of the enterprise;

h) Financial reports, profit distribution, establishment and use of funds, annual dividend rates;

i) Recruitment systems; remuneration, salary, bonus systems of the enterprise;

k) Other issues as stipulated in the Operation Regulation of the State Capital Representative according to the regulations issued by the State Capital Management Agency and not contrary to the provisions of Article 48 of the Law on Management and Use of State Capital for Investment in Production and Business Activities of Enterprises and relevant laws;

6. The provisions in the Operation Regulation of the State Capital Representative regarding the issues that the State Capital Representative must report to and seek opinions from the State Capital Management Agency before participating in discussions, voting, or making decisions at enterprises where the State holds less than 36% of the charter capital (if applicable) shall not be contrary to the provisions of Article 48 of the Law on Management and Use of State Capital for Investment in Production and Business Activities of Enterprises, the Enterprise Charter, and relevant laws;

7. Timely provide written comments on matters within the responsibility of the State Capital Representative to report and seek opinions;

8. Supervise and evaluate the State Capital Representative according to their authority, procedures, and formalities prescribed by the laws on management and use of state capital for investment in production and business activities of enterprises and the Government's regulations on supervising state capital investment in enterprises, financial supervision, assessing operational efficiency, and publicly disclosing financial information of enterprises where the State holds 100% of the charter capital and enterprises with state capital;

9. Be responsible for the effectiveness of the use, preservation, and development of the state capital entrusted for management;

10. Organize the implementation of other rights and responsibilities as provided by the Enterprise Law, the Law on Management and Use of State Capital for Investment in Production and Business Activities of Enterprises, the Enterprise Charter, and relevant laws;

Section 3

THE DIRECT STATE OWNER REPRESENTATIVE

Article 14. Rights and responsibilities of the direct State Owner Representative at enterprises where the State holds 100% of the charter capital decided by the Prime Minister to establish

The Board of Directors of the parent company of the state economic group, the State Capital Investment Corporation, and enterprises decided by the Prime Minister to invest state capital to establish according to the Law on Management and Use of State Capital for Investment in Production and Business Activities of Enterprises:

1. Develop and report to the State Capital Management Agency for approval by the Prime Minister the strategy, business plan, and five-year development investment plan of the enterprise (including the strategy, business plan, and five-year development investment plan);

2. Decide on the annual business plan and development investment plan of the enterprise and send the decision to the State Capital Management Agency, the Ministry of Planning and Investment, and the Ministry of Finance for consolidation and monitoring;

3. Propose competent authorities to decide on the planning, appointment, reappointment, dismissal, transfer, rotation, resignation acceptance, commendation, punishment, evaluation of the Chairman and members of the Board of Directors, and approve the annual remuneration fund and salary of enterprise managers according to the law;

4. Decide on the planning, appointment, evaluation, reappointment, resignation, dismissal, transfer, rotation, commendation, punishment, termination of employment, and retirement of the General Director of the enterprise after being approved by the State Capital Management Agency;

5. Propose the State Capital Management Agency to submit to competent authorities for adjustment of the charter capital; amendment and supplementation of the Enterprise Charter; restructuring, ownership conversion, dissolution, and bankruptcy application of the enterprise. Decide on the establishment, restructuring, and dissolution of dependent units after the proposal has been reviewed and approved by the State Capital Management Agency and the Prime Minister approves the policy;

6. Propose the State Capital Management Agency to consider and submit to the Prime Minister for approval of the policy to establish new wholly-owned subsidiaries. Decide on the establishment of wholly-owned subsidiaries after the Prime Minister approves the policy;

7. Propose the State Capital Management Agency to consider and decide on the policy to invest additional capital or not continue to invest additional capital in subsidiaries or associated companies; decide on investment after the State Capital Management Agency decides on the investment policy;

8. Propose the State Capital Management Agency to consider and decide on the policy to invest additional capital or not continue to invest additional capital in subsidiaries or associated companies when such decisions fall under the Prime Minister's authority according to the law; decide on investment after the Prime Minister approves the investment policy;

Propose the State Capital Management Agency to consider and submit to the Prime Minister for approval of the policy to invest additional capital or not continue to invest additional capital in subsidiaries or associated companies when such decisions fall under the Prime Minister's authority according to the law; decide on investment after the Prime Minister approves the investment policy;

9. Decide on investing additional capital in subsidiaries or associated companies, participate in joint venture contracts after the State Capital Management Agency decides on the investment policy for investments exceeding the value equivalent to Class B projects according to the classification of the Public Investment Law;

10. Propose the State Capital Management Agency to approve the annual financial report of the enterprise (including the financial report of the parent company and consolidated financial report), profit distribution, establishment and use of funds.

11. Proactively decide and be responsible for deciding matters within the authority of the Board of Members of state-owned enterprises with 100% state capital contribution as prescribed by the Law on State Capital Management and Utilization for Business Investment, the Enterprise Law, relevant laws, and the Articles of Association of the enterprise.

Article 15. Rights and responsibilities of the direct representative of the state owner at state-owned enterprises with 100% state capital contribution established or appointed as the representative of the state owner by the state owner's representative agency.

The Board of Members and Chairman of the company of state-owned enterprises with 100% state capital contribution are not subject to the provisions of Article 14 of this Decree:

1. Propose to the state owner's representative agency:

a) Decide on restructuring, ownership conversion, dissolution, bankruptcy of the enterprise;

b) Issue, amend, and supplement the Articles of Association; decide and adjust the registered capital;

c) Approve the strategy, five-year investment development plan, and annual production and business plan of the enterprise;

d) Decide on the appointment, reappointment, dismissal, commendation, disciplinary action, salary, remuneration, bonuses, and other benefits of the Chairman and members of the Board of Members, and the Chairman of the company;

đ) Approve the appointment, reappointment, dismissal, commendation, and disciplinary action for the General Director or Manager of the enterprise;

e) Approve the capital raising plans, investment projects, construction, purchase, sale of fixed assets, investment projects outside the enterprise, and overseas investment projects of the enterprise with values exceeding the classification level assigned to the Board of Members and the Chairman of the company according to the law;

g) Allocate capital to implement state capital investment in the enterprise after approval by the competent authority; decide on the transfer of the enterprise's investment capital in joint-stock companies or limited liability companies with two or more shareholders when the transfer value is lower than the book value of the enterprise after deducting the provision for investment loss;

h) Decide on the policy of capital contribution, increase or decrease in capital contribution, and transfer of investment capital of the enterprise in joint-stock companies or limited liability companies with two or more shareholders; decide on the policy of accepting joint-stock companies or limited liability companies with two or more shareholders as subsidiaries or associated companies of the enterprise;

i) Approve the financial statements, profit distribution plans, and annual establishment of various funds of the enterprise.

2. Proactively decide and be responsible for deciding matters within the authority of the Board of Members and the Chairman of the company of state-owned enterprises with 100% state capital contribution as prescribed by the Law on State Capital Management and Utilization for Business Investment, the Enterprise Law, relevant laws, and the Articles of Association of the enterprise.

Chapter III

IMPLEMENTING PROVISIONS

Article 16. Effective Date

1. This Decree takes effect from March 15, 2019.

2. This Decree replaces Government Decree No. 99/2012/NĐ-CP dated November 15, 2012 on the division of responsibilities and duties of the state owner towards state-owned enterprises with 100% state capital contribution and state capital invested in enterprises.

Article 17. Implementation Organization

1. The state owner's representative agency shall build and implement internal regulations on organizing the implementation of rights and responsibilities towards state-owned enterprises with 100% state capital contribution and state capital in enterprises established or managed by itself.

2. In cases where it receives the transfer of the state owner's representation rights at the enterprise, the state owner's representative agency shall take the lead in coordinating with related agencies to organize the implementation of restructuring, reform, organization, ownership conversion, and state capital structure adjustment at the enterprise according to the approved project and plan before the transfer.

3. The Minister, Head of a ministerial-level agency, Head of an agency under the Government, Chair of the People's Committee of provinces and centrally-administered cities, Board of Members, and Chairman of the company of state-owned enterprises with 100% state capital contribution, and the state capital representative are responsible for implementing this Decree./.