Circular No. 105/2021/TT-BTC guiding the establishment and management of salaries, fees, and bonuses for Chairpersons of Supervisory Boards and Supervisors at State-owned Limited Liability Companies with 100% state capital contribution.

CIRCULAR

GUIDELINES FOR THE ESTABLISHMENT AND MANAGEMENT OF SALARIES, FEES, AND BONUSES FOR CHAIRS OF SUPERVISORY BOARDS AND SUPERVISORS IN JOINT STOCK COMPANIES WITH SOLE SHAREHOLDER STATUS HELD 100% BY THE STATE CAPITAL

On the basis of The Government promulgates this Decree amending and supplementing certain articles and appendices of Decree No. 58/2021/NĐ-CP dated June 10, 2021 of the Government on the operation of credit information service provision (hereinafter referred to as Decree No. 58/2021/NĐ-CP).

On the basis of Law on Management and Use of State Capital for Investment in Production and Business Activities of Enterprises dated November 26, 2014;

Decree No. Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Decree No. Decree No. 52/2016/NĐ-CP dated June 13, 2016 of the Government on salaries, fees, and bonuses for managers of joint stock companies with sole shareholder status held 100% by the State capital;

Decree No. Decree No. 159/2020/NĐ-CP dated December 31, 2020 of the Government on management of individuals holding positions and representatives of State capital in enterprises;

Decree No. Decree No. 47/2021/NĐ-CP dated April 1, 2021 of the Government detailing certain provisions of the Enterprise Law;

The Minister of Finance hereby issues this Circular amending and supplementing certain Articles of Circular No. 133/2015/TT-BTC dated August 31, 2015, issued by the Minister of Finance guiding the financial management mechanism for the Vietnam Chamber of Commerce and Industry (hereinafter referred to as Circular No. 133/2015/TT-BTC).

The Minister of Finance issues this Circular to guide the establishment and management of salaries, fees, and bonuses for Chairs of Supervisory Boards and Supervisors in joint stock companies with sole shareholder status held 100% by the State capital.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the establishment and management of funds for salaries, fees, and bonuses for Chairs of Supervisory Boards and Supervisors in joint stock companies with sole shareholder status held 100% by the State capital.

For Chairs of Supervisory Boards and Supervisors in joint stock companies with sole shareholder status held 100% by the State capital established and operating under the Securities Law, the Law on Credit Institutions, the Law on Deposit Insurance, state financial funds outside the budget, and organizations handling the purchase and sale of debts of the State: In cases where other laws have specific provisions regarding the establishment and management of funds for salaries, fees, and bonuses for Chairs of Supervisory Boards and Supervisors, those provisions shall be applied.

Article 2. Applicability

1. Chairs of Supervisory Boards and Supervisors (including Financial Supervisors) in joint stock companies with sole shareholder status held 100% by the State capital (hereinafter referred to as a company with sole shareholder status, abbreviated as a limited liability company with sole shareholder status, or LLC with sole shareholder status):

- Supervisors in LLCs with sole shareholder status held 100% by the State capital (hereinafter referred to as Supervisors) are individuals appointed and reappointed by the State asset representative body, implementing the provisions of Article 103, Article 104, Article 105, Article 107, and Article 108 of the Enterprise Law and the provisions of Article 8, Article 9, and Article 10 of Decree No. 47/2021/NĐ-CP dated April 1, 2021 of the Government detailing certain provisions of the Enterprise Law.

- Financial Supervisors are individuals appointed and reappointed by the State Capital Management Committee according to the provisions of point d, Clause 3, Article 5 of Decree No. 131/2018/NĐ-CP dated September 29, 2018 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Capital Management Committee.

- Chair of the Supervisory Board is an individual appointed and reappointed by the State asset representative body, implementing the provisions of Article 103, Article 104, Article 105, Article 106, and Article 108 of the Enterprise Law.

2. Ministries, agencies at the level of ministries, government agencies, provincial People's Committees, municipal People's Committees directly under the central government, or organizations established in accordance with the law and assigned by the Government to exercise the rights and responsibilities of State asset representatives for joint stock companies with sole shareholder status held 100% by the State capital.

3. Joint stock companies with sole shareholder status held 100% by the State capital.

4. Agencies, organizations, and individuals related to the establishment and management of funds for salaries, fees, and bonuses for Chairs of Supervisory Boards and Supervisors in joint stock companies with sole shareholder status held 100% by the State capital.

Chapter II
ESTABLISHMENT AND MANAGEMENT OF FUNDS FOR SALARIES, FEES, AND BONUSES FOR CHAIRS OF SUPERVISORY BOARDS AND SUPERVISORS

Article 3. Establishment of the fund for salaries and remuneration of the Chairperson of the Supervisory Board and Supervisory Members

1. In the first quarter of each year, the limited liability company with sole state capital shall determine the planned salary and remuneration fund for the Chairperson of the Supervisory Board and Supervisory Members in accordance with Articles 4, 5, and 6 of Decree No. 52/2016/ND-CP and Circular No. 27/2016/TT-BLDTBXH dated September 1, 2016, issued by the Ministry of Labor, Invalids, and Social Affairs, guiding the salary, remuneration, and bonus system for managers of limited liability companies with 100% state capital, or any subsequent amendments, supplements, or replacements thereof. Limited liability companies with 100% state capital that are piloting labor management, salary, and bonus systems under other Government Decrees shall apply those Decrees.

2. Before the 15th day of each month, the limited liability company with sole state capital shall transfer 80% of the annual planned salary and remuneration divided by twelve months (after deducting the amounts payable for social insurance, health insurance, and other amounts as prescribed by law) to the salary and remuneration fund of the Chairperson of the Supervisory Board and Supervisory Members managed by the representative body of the owner. In cases where the planned salary and remuneration fund has not been approved by the representative body of the owner, the limited liability company with sole state capital shall temporarily transfer 80% of the monthly salary and remuneration of the previous adjacent year. After the representative body of the owner approves the planned salary and remuneration fund for the year, the limited liability company with sole state capital shall make adjustments to ensure that the provisional advance does not exceed 80% of the monthly salary and remuneration of the planned year. For Vietnam Post and Telecommunications Group and Vietnam Civil Aviation Authority Corporation, they shall transfer 85% of the salary and remuneration as stipulated in Clause 1, Article 15 of Decree No. 20/2020/ND-CP dated February 17, 2020, of the Government on piloting labor management, salary, and bonus systems for certain state-owned economic groups and corporations, and Decree No. 87/2021/ND-CP dated September 29, 2021, of the Government extending the implementation period and amending and supplementing certain provisions of Decree No. 20/2020/ND-CP.

After transferring the salary and remuneration of the Chairperson of the Supervisory Board and Supervisory Members to the salary and remuneration fund of the Chairperson of the Supervisory Board and Supervisory Members managed by the representative body of the owner, the limited liability company with sole state capital shall send a report to the representative body of the owner regarding the transfer of salary, remuneration, and bonuses for supervisory members, accompanied by copies (certified true copies) of relevant documents for the representative body of the owner to promptly monitor and pay out.

Before the 20th day of each month, the representative body of the owner shall pay the salary and remuneration of the Chairperson of the Supervisory Board and Supervisory Members into their personal accounts (80% of the monthly planned salary and remuneration; for Vietnam Post and Telecommunications Group and Vietnam Civil Aviation Authority Corporation, it is 85% of the monthly planned salary and remuneration).

3. Within fifteen days after settling the salary fund according to regulations at the end of the fiscal year, the limited liability company with sole state capital shall transfer the remaining salary and remuneration of the Chairperson of the Supervisory Board and Supervisory Members, as settled, to the salary and remuneration fund of the Chairperson of the Supervisory Board and Supervisory Members at the representative body of the owner.

Based on the assessment of the performance of the Chairperson of the Supervisory Board and Supervisory Members, the representative body of the owner shall pay the remaining salary and remuneration to the Chairperson of the Supervisory Board and Supervisory Members in accordance with Article 19 of Circular No. 27/2016/TT-BLDTBXH dated September 1, 2016, issued by the Ministry of Labor, Invalids, and Social Affairs, guiding the salary, remuneration, and bonus system for managers of limited liability companies with 100% state capital, or any subsequent amendments, supplements, or replacements thereof.

Article 4. Establishment of the bonus fund for the Chairperson of the Supervisory Board and Supervisors

1. The bonuses of the Chairperson of the Supervisory Board and Supervisors include annual bonuses and term-end bonuses. The time of implementation and the rate of establishment of the bonus fund for the Chairperson of the Supervisory Board and Supervisors 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 in enterprises.

2. When implementing the decision to pay annual bonuses to managers and employees of the company, the limited liability company shall transfer 90% of the annual bonuses of the Chairperson of the Supervisory Board and Supervisors to the salary, remuneration, and bonus fund of the Chairperson of the Supervisory Board and Supervisors at the representative body of the owner.

Within a maximum of 15 days from the date the Limited Liability Company transfers the annual bonuses of the Chairperson of the Supervisory Board and Supervisors, the representative body of the owner shall pay the annual bonuses to the Chairperson of the Supervisory Board and Supervisors based on the assessment of the level of completion of assigned tasks, with the maximum amount being 90% of the annual bonus.

3. The remaining portion of the annual bonus fund shall be established as the term-end bonus fund. The term for determining the term-end bonus fund of the Chairperson of the Supervisory Board and Supervisors is stipulated in Article 103 of the Enterprise Law.

After the Chairperson of the Supervisory Board and Supervisors completes their term, the Limited Liability Company shall transfer the remaining bonus to the salary, remuneration, and bonus fund of the Chairperson of the Supervisory Board and Supervisors at the representative body of the owner. Based on the level of completion of tasks throughout the term, the representative body of the owner shall pay the remaining portion to the Chairperson of the Supervisory Board and Supervisors according to the provisions of Article 17 of Circular No. 27/2016/TT-BLDTBXH dated September 1, 2016, issued by the Ministry of Labor, Invalids, and Social Affairs guiding the implementation of salary, remuneration, and bonus systems for managers of Limited Liability Companies wholly owned by the State, or any amended, supplemented, or replaced document (if any).

Article 5. Management of the Salary, Remuneration, and Bonus Fund for the Chairperson of the Supervisory Board and Supervisors

1. The salary, remuneration, and bonus fund of the Chairperson of the Supervisory Board and Supervisors shall be monitored in a separate account at the state treasury by the financial accounting management unit under Ministries, agencies equivalent to Ministries, agencies under the Government, Departments of Finance under People's Committees of provinces and centrally-administered cities (with the name of the account holder, account number at the state treasury, and unit code related to the budget). The account holder named is the head of the unit or a person authorized according to regulations, while assigning an accounting officer to monitor the account.

Ministries, agencies equivalent to Ministries, agencies under the Government, Departments of Finance under People's Committees of provinces and centrally-administered cities shall make payments of salaries, remunerations, and bonuses to the Chairperson of the Supervisory Board and Supervisors from this account. For other expenses for the Chairperson of the Supervisory Board and Supervisors (other than salaries, remunerations, and bonuses), they shall be implemented according to the provisions of Clause 2 and 3 of Article 8 of Decree No. 47/2021/NĐ-CP dated April 1, 2021, of the Government detailing certain provisions of the Enterprise Law, and shall not be paid from this account.

2. Units holding the salary, remuneration, and bonus fund accounts for the Chairperson of the Supervisory Board and Supervisors have the responsibility to establish management and usage regulations, maintain accounting books to track transactions related to the fund account, and periodically reconcile transaction amounts and balances with the state treasury monthly and annually.

3. At the end of the accounting period, units with financial accounting management functions under Ministries, agencies equivalent to Ministries, agencies under the Government, Departments of Finance under People's Committees of provinces and centrally-administered cities shall be responsible for preparing final settlement reports on the salary, remuneration, and bonus fund for the Chairperson of the Supervisory Board and Supervisors according to regulations.

The Limited Liability Company has the responsibility to report and reconcile figures with units with financial accounting management functions under Ministries, agencies equivalent to Ministries, agencies under the Government, Departments of Finance under People's Committees of provinces and centrally-administered cities as the basis for final settlement of the fund.

The representative body of the owner has the responsibility to review and approve the final settlement of the salary, remuneration, and bonus fund for the Chairperson of the Supervisory Board and Supervisors.

Article 6. Handling the year-end balance of the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors

Within fifteen days from the date when the representative body of the owner settles the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors according to regulations at the end of the fiscal year; In case there is a surplus in the fund for salaries, remuneration, and bonuses at the representative body of the owner, the representative body of the owner shall be responsible for returning it to the State-owned Joint Stock Company with sole responsibility. The State-owned Joint Stock Company with sole responsibility shall record the received amount as follows:

- For the surplus of salaries and remuneration of the Chairperson of the Supervisory Board and Supervisors returned from the representative body of the owner: The State-owned Joint Stock Company with sole responsibility shall record an increase in other income;

- For the surplus of bonuses of the Chairperson of the Supervisory Board and Supervisors returned from the representative body of the owner: The State-owned Joint Stock Company with sole responsibility shall record an increase in post-tax profit.

Article 7. Disclosure of Information on Salaries, Remuneration, and Bonuses of the Chairperson of the Supervisory Board and Supervisors

Before May 31 each year, the representative body of the owner shall disclose information about the fund for salaries, remuneration, bonus fund, monthly average salary, remuneration, and bonus (of the previous year), of the Chairperson of the Supervisory Board and Supervisors on the representative body of the owner's electronic information website and send it to the Ministry of Labor, Invalids, and Social Affairs for consolidation and monitoring. (The disclosure report is prepared according to Form No. 1 issued together with this Circular).

Chapter III
IMPLEMENTATION

Article 8. Effective Date

1. This Circular takes effect from January 15, 2022, and replaces Circular No. 97/2017/TT-BTC dated September 27, 2017, of the Ministry of Finance guiding the establishment and management of the fund for salaries, remuneration, and bonuses for the Chairperson of the Supervisory Board and Supervisors at State-owned Joint Stock Companies with sole responsibility holding 100% of the charter capital as stipulated in Decree No. 52/2016/NĐ-CP dated June 13, 2016, of the Government.

2. State-owned Joint Stock Companies with sole responsibility holding 100% of the charter capital that appoint Supervisors at State-owned Joint Stock Companies with sole responsibility holding 100% of the charter capital may apply the provisions of this Circular to establish regulations governing the payment and management of salaries, remuneration, and bonuses for Supervisors appointed by the company.

During implementation, if there are difficulties or obstacles, please reflect them to the Ministry of Finance for consideration and resolution./.

REPORT ON DISCLOSURE OF INFORMATION ON SALARIES, REMUNERATION, AND BONUSES OF THE CHAIRPERSON OF THE SUPERVISORY BOARD AND SUPERVISORS IN YEAR...

(Issued together with Circular No. 105/2021/TT-BTC dated November 25, 2021, of the Minister of Finance)