Decree No. 106/2015/ND-CP on managing state capital representatives holding management positions in enterprises where the State holds more than 50% of the charter capital

DECREE

On managing state capital representatives N |||holding management positions

in enterprises where the state holds more than 50% of the charter capitalN |||The Government issued on December 25,

________________ 

Pursuant to the Law on Government Organization dated February 18, 2025;"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."2001;June 2024;The Ministry of Finance issued on November 13,

Pursuant to the Law on Information Technology dated June 29, 2006June 2024;2008;June 2024;Pursuant to the Enterprise Law dated December 26,

; the Law on State Capital Investment in Production and Business Operations at Enterprises dated December 26,June 2024;January 1,1 year 2014;

Pursuant to the Public Debt Management Law dated November 23, reasonThe Government hereby promulgates this Decree on managing state capital representatives holding management positions in enterprises where the state holds more than 50% of the charter capital.No.This Decree stipulates the delegation of authority to decide;兼任、数量；评估；委派、重新委派、免职；奖励、惩戒；提名选举、免职、任命；辞职、退休和管理档案对于在企业中担任管理职务的国家资本代表。June 2024;202014;

At the request of the Minister of Home Affairs,

h"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."1. State capital representatives appointed or designated to hold management positions in enterprises where the state holds more than 50% of the charter capital, which are state-owned enterprises, economic groups, or joint-stock companies with two or more shareholders (hereinafter referred to collectively as economic groups, corporations, or companies), shall be managed by ministries, ministerial-level agencies, or government-affiliated agencies (collectively referred to as industry-managing ministries), provincial people's committees, or municipal people's committees directly under the central government (collectively referred to as provincial-level people's committees) as the owners of investment capital in such economic groups, corporations, or companies after shareholding reform, including: reason b) Chairman of the Board of Members;No.c) Member of the Board of Directors; l3. Agencies, organizations, and individuals related to the salaries, fees, and bonuses for managers of the company.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

d) General Director;

Article 2. Applicability

đ) Deputy General Director;

a) The Chairman of the Board of Directors;

e) Director;

g) Deputy Director.

State capital representatives as defined in this Clause shall be collectively referred to as representatives.

2. State organs, organizations, and individuals related to the management of state capital representatives in enterprises.

1. A state capital representative is a person appointed by the owner to represent part or all of the state's contribution in economic groups, corporations, or companies to exercise all or some of the rights, responsibilities, and obligations of state shareholders or contributors according to the law.

2. The decision to appoint a representative is a document from the owner designating and assigning the representative to exercise the rights of shareholders or contributors in economic groups, corporations, or companies.

3. The age for appointment as a representative is calculated from the date of birth to the date when the competent authority approves the proposal for appointment.

4. Advisory bodies for organizational and personnel affairs include:

Article 3. Explanation of Terms

In this Decree, the following terms shall be understood as follows:

a) The Department of Organization and Cadres under the industry-managing ministry;

b) The Department of Personnel under the provincial-level people's committee.

AUTHORITY TO DECIDE ON MANAGEMENT CONTENTS

Article 4. Authority of the Industry-Managing Ministry

1. To decide on the appointment, reappointment of representatives for election or nomination for removal from the following positions:

a) Chairman, member of the Board of Directors of economic groups, corporations;

Chapter II

b) Chairman, member of the Board of Directors or Chairman of a company.

REPRESENTATIVE

2. To decide on the appointment, reappointment of representatives for appointment or nomination for removal from the following positions:

a) General Director, Deputy General Director of economic groups, corporations;

b) Director, Deputy Director of a company.

3. To decide on rewards, punishments, resignation, retirement for representatives holding the following positions:

a) Chairman, member of the Board of Directors, General Director, Deputy General Director of economic groups, corporations;

b) Chairman, member of the Board of Directors or Chairman, Director, Deputy Director of a company.

b) Director, Deputy Director of the company.

3. Decisions on commendation, disciplinary action, termination of employment, and retirement for persons holding the following positions:

a) Chairman, member of the Board of Directors, General Director, Deputy General Director of the group corporation, joint-stock company;

b) Chairman, member of the Board of Directors, or Chairman, Director, Deputy Director of the company.

Article 5. Competence of the Provincial People's Committee

a) General Director, Deputy General Director of economic groups, corporations;

a) Chairman and member of the Board of Directors of the state-owned corporation;

3. To decide on rewards, punishments, resignation, retirement for representatives holding the following positions:

a) Chairman, member of the Board of Directors, General Director, Deputy General Director of economic groups, corporations;

a) General Director and Deputy General Director of the state-owned corporation;

b) Director, Deputy Director of the company.

3. Decisions on commendation, disciplinary action, termination of employment, and retirement for persons holding the following positions:

a) Chairman and member of the Board of Directors, General Director and Deputy General Director of the state-owned corporation;

b) Chairman, member of the Board of Directors, or Chairman, Director, Deputy Director of the company.

Chapter III

PROVISIONS ON DUAL ROLES FOR REPRESENTATIVES AND THE NUMBER OF REPRESENTATIVES TO BE NOMINATED FOR ELECTION TO OFFICES

REPRESENTATIVES TO BE NOMINATED FOR ELECTION TO OFFICES AS BOARD OF DIRECTORS MEMBERS, APPOINTED TO OFFICES AS DEPUTY GENERAL DIRECTORS, DEPUTY DIRECTORS

MEMBERS OF THE BOARD OF DIRECTORS, APPOINTED TO OFFICES AS DEPUTY GENERAL DIRECTORS, DEPUTY DIRECTORS

DEPUTY GENERAL DIRECTOR, DEPUTY DIRECTOR

Article 6. Provisions on dual roles for representatives

1. Not to be civil servants or public officials.

In case civil servants or public officials are appointed as representatives, they must have a decision on job transfer or reassignment (for civil servants) or their employment contracts must be terminated (for public officials).

2. Not to concurrently serve as representatives in other corporations managed by the Ministry or provincial people's committees that are the owners.

3. Not to delegate or authorize others to vote or make decisions on behalf of them on matters assigned by the owner.

4. The Chairman of the Board of Directors shall not concurrently serve as General Director.

5. The Chairman of the Board of Members may concurrently serve as General Director.

Article 7. On the number of representatives to be nominated for election to offices as members of the Board of Directors, appointed to offices as Deputy General Directors, Deputy Directors

The owner, based on its capital contribution ratio, nominates the number of representatives to be elected to offices as members of the Board of Directors, appointed to offices as Deputy General Directors, Deputy Directors.

Chapter IV

EVALUATION OF REPRESENTATIVES

Article 8. Basis for evaluation

The basis for evaluation includes:

1. Rights and responsibilities of representatives as prescribed by law;

2. Annual work program and plan approved by the owner.

Article 9. Time of evaluation

Evaluation of representatives is conducted annually immediately after the corporation publicly reports its annual financial statements as required and before the process of nominating, re-nominating, rewarding, and disciplining representatives is carried out.

Article 10. Competence for evaluation and responsibility of the evaluator

1. The owner directly evaluates representatives according to Articles 4 and 5 of this Decree and is responsible for the content of the evaluation.

2. The results of classification and evaluation are documented and communicated to the representatives and kept in their files.

Article 11. Content of evaluation

1. Results of performing tasks according to the annual or term program and plan approved by the owner include:

a) Results and effectiveness of production and business activities of the corporation;

b) Compliance of representatives with policies and directives of the owner.

2. Compliance with Party guidelines, policies, and state laws; anti-corruption laws; thrift and waste prevention; internal regulations and rules of the corporation.

3. Political qualities, ethics, lifestyle, working style, and discipline.

Article 12. Classification of evaluation

Representatives are evaluated annually and classified into three levels: outstanding performance, satisfactory performance, and unsatisfactory performance.

Article 13. Criteria for Outstanding Task Completion Evaluation

The representative shall be evaluated as having completed tasks outstandingly when meeting all of the following criteria:

1. Completing all assigned tasks according to the annual work program and plan, ensuring both time and quality of work.

2. Always being exemplary, strictly adhering to the Party's policies and State laws; anti-corruption laws; thrift and waste prevention; discipline; internal regulations and rules of the corporation, holding company, and company.

3. Having good political qualities and morals; leading a healthy lifestyle; maintaining proper working conduct.

Article 14. Criteria for Task Completion Evaluation

The representative shall be evaluated as having completed tasks when meeting all of the following criteria:

1. The criteria stipulated in Clause 2 and Clause 3 of Article 13 of this Decree;

2. Completing at least 70% of assigned tasks according to the annual work program and plan, except in cases of force majeure or objective reasons.

Article 15. Criteria for Non-Task Completion Evaluation

The representative shall be evaluated as not completing tasks when violating any of the following criteria:

1. Completing less than 70% of assigned tasks according to the annual work program and plan;

2. Not implementing or violating the Party's policies and State laws; anti-corruption laws; thrift and waste prevention, and being subject to disciplinary action by competent authorities as prescribed;

3. Violating discipline; internal regulations and rules of the corporation, holding company, and company.

Article 16. Procedures and Formalities for Evaluation

1. The representative writes a self-assessment report according to the evaluation content and criteria, and self-reports the level of task completion as prescribed in Articles 11, 12, 13, 14, and 15 of this Decree, and submits it to the owner.

2. The owner seeks written opinions from the Board of Directors and the Board of Members on the assessment of the representative.

3. The organizational cadre advisory agency compiles the opinions of the Board of Directors and the Board of Members, and reports back to the owner.

4. Based on the representative’s self-assessment report and the opinions of the Board of Directors and the Board of Members, the owner decides on the evaluation and classification of the representative into levels: outstanding task completion; task completion; non-task completion.

Chapter V

APPOINTMENT, REAPPOINTMENT, REMOVAL, REWARD, DISCIPLINE

REPRESENTATIVE

Section 1

APPOINTMENT, REAPPOINTMENT OF REPRESENTATIVES

Article 17. Term and Date for Calculating the Term of Representation

1. The term of representation is determined based on the management position tenure currently held by the representative.

a) In cases where the change in the management position name is due to a change in the business enterprise name, the term of representation is calculated from the date the representative was appointed in the old position (old name of the enterprise).

b) In cases where the representative is appointed to be elected or appointed to a management position during the current term, the term of representation is the remaining period of that term.

2. The date for calculating the term of representation is the date the representative is elected or appointed to hold a management position.

Article 18. Conditions for Representatives

1. Meeting general standards set by the Party and State and the standards for the intended management position as issued by competent authorities.

2. Possessing complete personal files verified, investigated, and confirmed by competent authorities.

3. Within the age limit for appointment as a representative

a) The representative must be of sufficient age (calculated in months) to serve out one full term as specified for the management position;

b) In cases where the representative is appointed to another corporation, holding company, or company under the same owner due to work requirements, the age limit for appointment does not apply as stipulated in Point a of this Clause;

c) In cases where the representative continues to be considered for appointment as a representative one year after being evaluated by the owner as not completing tasks or after the disciplinary decision takes effect, in addition to meeting the age requirement, they must also meet all other conditions for representatives.

4. Being in good health to fulfill assigned tasks, certified by a competent health authority. The health certification date must not exceed six months from the submission of the application file to the organizational cadre advisory agency.

5. Not falling under any prohibited positions as stipulated by law.

6. Not currently undergoing disciplinary measures, investigation, prosecution, or trial.

Article 19. Procedure for appointing representatives

1. Based on the state capital value, the scale of the corporation, holding company, company, and in accordance with the conditions and standards for representation, the organizational cadre advisory agency proposes to the owner regarding the policy, quantity, structure, personnel source, and specific personnel candidates for appointment as representatives, including information such as: full name; date of birth; place of origin; date of joining the Party; professional qualifications; political theory level; foreign language proficiency; current position; current workplace to report to the owner.

2. The owner approves the quantity, structure, personnel source, and specific personnel candidates for appointment as representatives.

3. Within thirty days from the date the owner approves the quantity, structure, and personnel source for appointment as representatives, the owner must organize a meeting for the proposed representative candidates to directly present to the owner their action program and commitment to comply with the policies, resolutions, directives of the owner and the performance of the roles, responsibilities, and obligations of the representative during the appointed term.

4. The owner solicits written opinions from the same-level party committee regarding the specific personnel candidates for appointment as representatives.

5. The owner considers and concludes on new issues (if any); discusses the opinions of the party committee; decides.

Article 20. Reappointment of Representatives

1. Three months prior to the expiration of the term of the representative, the owner reviews and decides whether to reappoint or not to reappoint the representative. In cases where the representative is not reappointed, the owner has the responsibility to arrange other work or resolve benefits and policies according to the law.

2. A representative may be appointed to serve at one corporation, one holding company, or one company for no more than two consecutive terms.

3. Conditions for reappointment of representatives

a) Meeting the conditions stipulated in Clause 1, 2, 4, 5, 6, and Points a, b of Clause 3 of Article 18 of this Decree;

b) Must have been evaluated as having excellently completed tasks for three consecutive years before being reappointed as a representative.

4. In special cases, depending on the specific circumstances, the owner may consider and reappoint the representative when they still have at least two-thirds of the working time of the term as a representative remaining (calculated up to the retirement age as prescribed).

5. The procedure for reappointing representatives is carried out according to the provisions of Clause 4 and Clause 5 of Article 19 of this Decree.

Article 21. Documents for Appointing and Reappointing Representatives

1. Documents for appointing representatives include:

a) The proposal of the organizational cadre advisory agency and the owner's agreement document on the policy of appointing representatives;

b) Curriculum vitae (according to Model 2C-BNV/2008 issued together with Decision No. 02/2008/QĐ-BNV dated October 6, 2008 of the Minister of Home Affairs. The date of filling out the curriculum vitae should not exceed six months from the date it is submitted to the competent authority for appointment);

c) Self-assessment and evaluation of the representative;

d) Evaluation of the owner;

đ) Conclusions of inspections, audits, complaints, and related documents (if any);

e) Copies of certificates and diplomas regarding training levels and professional qualifications;

g) Health certificate confirming the ability to fulfill assigned tasks;

h) Declaration of assets (according to the prescribed form);

i) Assessment of the grassroots party committee or local government regarding the compliance with laws by the candidate and their family at the place of residence;

k) Action plan and commitment to comply with the policies, resolutions, directives of the owner and the performance of the roles, responsibilities, and obligations of the representative to the owner, which has been approved by the owner.

2. Documents for reappointing representatives include:

a) The proposal of the organizational cadre advisory agency and the owner's agreement document on the policy of reappointing representatives;

b) Updated curriculum vitae, certificates, diplomas, and asset declarations if necessary;

c) Self-assessment and evaluation;

d) Owner's assessment of the entire term as a representative.

Section 2

REMOVAL OF REPRESENTATIVES

Article 22. Conditions for Removal

1. The removal of the representative shall be carried out in one of the following cases:

a) Submitting a resignation request before the term expires and obtaining the owner's consent;

b) Being transferred to another position pursuant to a decision of the competent authority;

c) Reaching the retirement age;

d) The owner having exhausted capital in the corporation, holding company, or company;

đ) Being evaluated and classified as not completing tasks in two consecutive years of the term as a representative;

e) Violating moral ethics or violating regulations on matters that party members are not allowed to do for representatives who are party members;

g) Other cases prescribed in relevant legal documents.

2. After removing the representative, the owner shall have the responsibility to assign or arrange tasks or resolve benefits and policies according to the provisions of the law.

Article 23. Procedure for Removal

1. Based on the conditions for removal stipulated in Clause 1 of Article 22 of this Decree, the organizational cadre advisory agency prepares:

a) Proposing a removal plan to be submitted to the owner for consideration and decision;

b) A dossier including: brief resume; a letter requesting removal from the organizational cadre advisory agency; self-assessment and evaluation report.

2. The owner considers and decides.

Section 3

REWARD AND DISCIPLINE FOR REPRESENTATIVES

Article 24. Rewards

Representatives with achievements or contributions are entitled to rewards in accordance with the law on commendation and reward.

Article 25. Principles for Handling Violations

1. Objectivity, fairness, strictness, and compliance with the law.

2. Each violation of the law shall only apply one disciplinary measure. If the representative commits multiple violations of the law, they will be considered and disciplined for each violation, and a more severe disciplinary measure than the most serious violation will be applied, except in cases where the violation is subject to dismissal.

3. In case the representative continues to commit violations of the law during the period of implementing the disciplinary decision, the following disciplinary measures will be applied:

a) If the violation of the law is subject to a less severe or equal disciplinary measure compared to the current disciplinary measure being implemented, then a more severe disciplinary measure than the current one will be applied;

b) If the violation of the law is subject to a more severe disciplinary measure compared to the current disciplinary measure being implemented, then a more severe disciplinary measure than the one applied for the new violation will be applied.

The disciplinary decision currently being implemented will cease to be effective from the date the disciplinary decision for the new violation becomes effective.

4. The attitude of accepting, correcting, and proactively remedying the consequences of the representative who has committed a violation of the law is a factor considered when increasing or mitigating the disciplinary measure.

5. The time not considering disciplinary action against the representative in the cases prescribed in Clause 1 of Article 31 of this Decree shall not be counted towards the disciplinary action period.

6. Any acts infringing upon the body, reputation, and dignity of the representative during the disciplinary process are prohibited.

Article 26. Statute of Limitations and Period for Disciplinary Action

1. Statute of Limitations for Disciplinary Action

a) The statute of limitations for disciplinary action is 24 months from the date the representative commits a violation of the law until the owner issues a written notice regarding the consideration of disciplinary action.

b) Upon discovering a violation of the law by the representative, the owner must issue a written notice regarding the consideration of disciplinary action. The notice must clearly state the date the representative committed the violation of the law, the date the violation was discovered, and the deadline for disciplinary action.

2. Period for Disciplinary Action

a) The maximum period for disciplinary action is two months, from the date the violation of the law by the representative is discovered until the owner issues a disciplinary decision.

b) In cases involving multiple people, evidence requiring appraisal, or other complex circumstances, the owner may extend the period for disciplinary action according to Clause 2 of Article 80 of the Civil Servants Law.

Article 27. Disciplinary Forms

Disciplinary forms include: reprimand, warning, and dismissal from work.

Article 28. Reprimand

The form of disciplinary action of reprimand shall be applied to representatives who commit any of the following violations of the law:

1. Violating for the first time without justifiable reasons for not performing assigned tasks;

2. Misusing their positions and powers to use capital and assets of the corporation, holding company, or company for personal gain and that of others;

3. Violating the Charter of the corporation, holding company, or company, exceeding authority, misusing positions and powers causing serious consequences damaging the corporation, holding company, company, and the State;

4. Violating laws on anti-corruption; thrift and anti-waste; labor discipline; gender equality; prevention of prostitution and other related laws.

Article 29. Warning

The form of disciplinary action of warning shall be applied to representatives who commit any of the following violations of the law:

1. Using illegal documents to be appointed as a representative; issuing or confirming legal documents for individuals who do not meet the conditions or exceed authority;

2. Using information and materials of the corporation, holding company, or company for personal gain;

3. Causing state capital to be lost;

4. Reporting financial status of the corporation, holding company, or company untruthfully two times or more, or once but with significant distortion of the enterprise's financial situation;

5. Seriously violating laws on anti-corruption; thrift and anti-waste; labor discipline; gender equality; prevention of prostitution and other related laws.

Article 30. Dismissal from Work

The form of disciplinary action of dismissal from work shall be applied to representatives who commit any of the following violations of the law:

1. Being sentenced to imprisonment without probation;

2. Being addicted to drugs, confirmed by a competent health authority;

3. Seriously violating financial management, accounting, auditing systems and other regulations, with a conclusion from a court or a competent authority;

4. Making decisions, directives, or management actions causing the corporation, holding company, or company to suffer losses and state capital to be lost with serious consequences;

5. Violating laws on anti-corruption; thrift and anti-waste; labor discipline; prevention of prostitution and other related laws at an extremely serious level.

Article 31. Cases Not Subject to Disciplinary Action and Exemption from Disciplinary Responsibility

1. Cases Not Subject to Disciplinary Action

a) Representatives during annual leave, leave under regulations, or personal leave permitted by a competent authority;

b) Representatives during medical treatment, confirmed by a competent health authority;

c) Female representatives during pregnancy, maternity leave, or caring for children under 12 months old;

d) Representatives under temporary detention or arrest awaiting investigation, prosecution, or trial by a competent authority for violation of the law.

2. Cases Exempted from Disciplinary Responsibility

a) Confirmed by a competent authority to have lost civil capacity when committing a violation of the law;

b) Required to comply with a decision of a superior authority as stipulated in Clause 5, Article 9 of the Civil Servants Law;

c) Confirmed by a competent authority to have violated the law due to force majeure while performing official duties.

Article 32. Disciplinary Council

1. Establishment of the Disciplinary Council

The owner with authority as prescribed in Articles 4 and 5 of this Decree decides to establish a Disciplinary Council to advise on the application of disciplinary measures against representatives who have violated the law, except for cases stipulated in Clause 2 of this Article.

2. Cases Not Establishing a Disciplinary Council

a) A representative who has committed a criminal act punishable by imprisonment without suspended sentence;

b) A representative subject to disciplinary action when there is a conclusion on the violation of the law and a recommendation for disciplinary action from the competent authority.

3. Organizing a Meeting to Criticize Representatives Who Have Violated the Law

The organization of the meeting to criticize representatives who have violated the law shall be conducted in accordance with the cases where a Disciplinary Council is established and where it is not established as prescribed in Clauses 1 and 2 of this Article, as follows:

a) The head or deputy of the level with authority is responsible for organizing the meeting to criticize and deciding the participants;

b) The representative who has violated the law must write a self-criticism report, explain the violations, and propose the form of disciplinary measure. The self-criticism report must be sent to the level with authority at least five working days before the date of the meeting to criticize;

In case the representative who has violated the law does not write a self-criticism report or is absent after two summons without valid reasons, if they continue to be absent after the third summons, the meeting to criticize will still be held;

c) Content of the meeting to criticize: the person being criticized reads their self-criticism report, participants give opinions, the chairperson and participants vote secretly on the proposed form of disciplinary measure.

The content of the meeting to criticize representatives who have violated the law as prescribed in this Article must be recorded in minutes. The minutes of the meeting to criticize must include the proposed form of disciplinary measure for the representative who has violated the law. Within five working days from the end of the meeting to criticize, the minutes of the meeting to criticize must be sent to the Chairman of the Disciplinary Council in cases where a Disciplinary Council is established or to the authority with power to impose disciplinary measures in cases where a Disciplinary Council is not established for consideration according to their authority.

Article 33. Composition of the Disciplinary Council

1. The Disciplinary Council consists of five members, including:

a) The Chairman of the Council is a representative of the owner;

b) One Member of the Council is a representative of the same-level party committee as the owner;

c) One Member of the Council is a representative of the state capital in the corporation, holding company, or company whose representative is under review for disciplinary action, this Member of the Council is appointed by the representative group of the corporation, holding company, or company;

d) One Member of the Council is a representative of the trade union executive board of the corporation, holding company, or company whose representative is subject to disciplinary action;

e) One Member兼任秘书委员会委员，由负责组织人事参谋机构的人员担任。

2. It is not allowed to appoint persons with familial relationships such as parents, children recognized by law; spouses; full siblings; brothers-in-law, sisters-in-law; or persons related to the illegal acts of the representative under review for disciplinary action to participate as members of the Disciplinary Council.

Article 34. Principles of Operation of the Disciplinary Council

1. The Disciplinary Council shall convene when at least three members are present, including the Chairperson of the Council and a member兼任秘书的成员。纪律委员会应通过秘密投票建议采取纪律措施，且需获得超过半数出席成员的意见同意。

In cases where the Disciplinary Council convenes with only four members present and the secret ballot recommending the application of disciplinary measures is approved by only two attending members, including the Chairperson, the decision shall be made according to the opinion of the Chairperson.

2. The meeting of the Disciplinary Council must be recorded in the minutes, including the opinions of the attending members and the results of the secret ballot recommending disciplinary measures.

3. The Disciplinary Council shall automatically dissolve after completing its tasks.

Article 35. Procedures and Formalities for Handling Disciplinary Matters

1. Organizing the Meeting of the Disciplinary Council

a) Preparations for the Meeting:

- At least seven working days before the meeting of the Disciplinary Council, the summons must be sent to the representative who has committed a violation of the law. The absence of the representative who has committed a violation of the law must have a legitimate reason. If the representative who has committed a violation of the law is absent after two summonses without a legitimate reason, and continues to be absent after the third summons, the Disciplinary Council will still convene to consider and recommend disciplinary measures.

- The Disciplinary Council may invite representatives from political organizations and socio-political organizations where the representative who has committed a violation of the law works to attend the meeting. The invited person has the right to express opinions and propose disciplinary measures but cannot vote on the form of disciplinary measures.

- The member兼任秘书的成员of the Disciplinary Council is responsible for preparing relevant materials and files related to the handling of disciplinary matters and recording the minutes of the Disciplinary Council's meetings.

- The disciplinary file submitted to the Disciplinary Council includes: the self-criticism statement, extracts from the resume, the minutes of the inspection meeting of the group, holding company, or company where the representative who has committed a violation of the law works, and other relevant documents.

b) Procedure for the Meeting:

- The Chairperson of the Disciplinary Council announces the reasons for the meeting and introduces the attending members.

- The member兼任秘书的成员of the Disciplinary Council reads the extracts from the resume of the representative who has committed a violation of the law and other relevant documents.

- The representative who has committed a violation of the law reads the self-criticism statement. If the representative is absent, the Secretary of the Disciplinary Council reads it on their behalf. If the representative does not prepare a self-criticism statement, the Disciplinary Council proceeds with the remaining procedures of the meeting as stipulated herein.

- The member兼任秘书的成员of the Disciplinary Council reads the minutes of the inspection meeting.

- Members of the Disciplinary Council and attendees express their opinions.

- The representative who has committed a violation of the law expresses their opinion. If the representative does not express an opinion or is absent, the Disciplinary Council proceeds with the remaining procedures of the meeting as stipulated herein.

- The Disciplinary Council conducts a secret ballot to recommend the application of disciplinary measures.

- The Chairperson of the Disciplinary Council announces the results of the secret ballot and approves the minutes of the meeting.

- The Chairperson and the member兼任秘书的成员of the Disciplinary Council sign the minutes of the meeting.

Where multiple representatives within the same group, holding company, or company have committed violations of the law, the Disciplinary Council shall convene to examine and handle disciplinary matters for each representative individually.

2. Decision on Disciplinary Measures

a) Procedure for Issuing a Decision on Disciplinary Measures:

- Within five working days from the end of the meeting, the Disciplinary Council must submit a recommendation for disciplinary action in writing (accompanied by the minutes and disciplinary file) to the competent authority responsible for handling disciplinary matters as stipulated in Articles 4 and 5 of this Decree.

- Within fifteen working days from the date of receipt of the recommendation letter from the Disciplinary Council in cases where a Disciplinary Council is established, or the minutes of the inspection meeting as stipulated in Clause 3, Article 32 of this Decree in cases where a Disciplinary Council is not established, the person authorized to handle disciplinary matters shall issue a decision on disciplinary measures or conclude that the representative has not violated the law.

- In cases involving complex circumstances, the competent authority responsible for handling disciplinary matters may extend the deadline for handling disciplinary matters as stipulated in Point b, Clause 2, Article 26 of this Decree and bear responsibility for their decision.

b) The decision on disciplinary measures must clearly state the effective date.

c) Twelve months after the decision on disciplinary measures becomes effective, if the representative does not continue to commit violations warranting disciplinary action, the decision on disciplinary measures ceases to be effective without the need for a separate document terminating its effectiveness.

Article 36. Complaints

The representative subject to disciplinary action has the right to file complaints against the disciplinary decision in accordance with the law on complaints.

Article 37. Disciplinary Files

1. The disciplinary file of the representative includes: the report submitted by the Disciplinary Council to the competent authority for disciplinary consideration; self-criticism statements; minutes of meetings for criticism; reports of accusations, inspection conclusions, audit conclusions, and other related documents; minutes of the Disciplinary Council meeting and the disciplinary decision.

2. The disciplinary file shall be kept in the personal file. The disciplinary decision must be recorded in the curriculum vitae of the person subject to disciplinary action.

Article 38. Liability for Compensation and Repayment of the Representative

The representative who commits acts violating the law causing economic damage or property loss to the State and the corporation, holding company, or company shall bear the responsibility for compensation and repayment in accordance with the law.

Chapter VI

NOMINATION FOR ELECTION, PETITION FOR REMOVAL

BOARD OF MANAGEMENT MEMBERS, CHAIRMAN

BOARD OF MANAGEMENT, CHAIRMAN OF THE SHAREHOLDER BOARD.

RESIGNATION, RETIREMENT AND MANAGEMENT OF REPRESENTATIVE FILES

Article 39. Nomination for Election, Petition for Removal of Board of Management Members, Chairman of the Board of Management, Chairman of the Shareholder Board

The owner decides in writing

1. Nominate representatives to be sent to the corporation, holding company, or company for election; petition for removal of representatives holding the positions of member of the Board of Management, Chairman of the Board of Management, or Chairman of the Shareholder Board.

2. Delegate representatives to participate in opinions, voting, and decisions at the General Meeting of Shareholders or meetings of the Board of Management or Shareholder Board in accordance with the law for election; petition for removal of representatives holding the positions of member of the Board of Management, Chairman of the Board of Management, or Chairman of the Shareholder Board.

Article 40. Resignation

1. A representative may resign under one of the following circumstances:

a) Due to organizational restructuring;

b) At their own request and with the owner's consent;

c) As stipulated in Clause 4 of this Article.

2. If a representative wishes to resign, they must submit a written application to the owner for consideration and decision. Within ninety days from the date of receipt of the application, the owner must respond in writing. If the owner does not agree to the resignation, the reasons must be clearly stated as provided in Clause 3 of this Article.

In cases where the owner has not given consent, if the representative leaves the job without authorization, they will not be entitled to the resignation benefits.

3. Resignation requests will not be granted in the following situations:

a) During the period of being investigated or disciplined or being pursued for criminal responsibility;

b) Female representatives who are pregnant or nursing children under thirty-six months old, except in cases of voluntary resignation;

c) Where they have not completed the settlement of financial obligations or assets within their individual responsibility to the corporation, holding company, or company.

4. If a representative fails to complete their tasks for two consecutive years and the reasons are not accepted by the owner, the owner shall arrange alternative work for them or process their resignation in accordance with the law.

5. Representatives who resign shall be entitled to severance pay as prescribed in Articles 5 and 6 of Decree No. 46/2010/NĐ-CP dated April 27, 2010 of the Government on resignation and retirement procedures for civil servants.

6. The costs for implementing the resignation benefits for representatives shall be borne by the corporation, holding company, or company.

Article 41. Retirement

The representative shall enjoy retirement benefits in accordance with the provisions of the Social Insurance Law. The procedures for retirement of representatives shall be carried out in accordance with the provisions of Articles 9, 1

Article 42. Management of Records

1. The establishment, retention, and management of individual records of representatives shall be conducted according to the分级任务不符合要求，以下是直接翻译结果，请检查格式：

2. Annually, the group corporation, joint-stock company, and company shall carry out statistical work and supplement the files of representatives as prescribed for civil servants to report to the owner.

Chapter VII

IMPLEMENTING PROVISIONS

Article 43. Effective Date

1. This Decree takes effect from December 10, 2015.

2. Repeal Decree No. 66/2011/NĐ-CP dated August 1, 2011 of the Government stipulating the application of the Law on Cadres and Civil Servants to leadership and management positions in state-owned limited liability companies with one member and persons appointed to represent state capital in enterprises with state shareholding.

Article 44. Guidance on Implementation

1. The Ministry of Home Affairs shall guide on the responsibility for compensation and restitution of representatives as provided for in Article 38 of this Decree.

2. The Ministry of National Defense and the Ministry of Public Security shall prescribe regulations on managing state capital representatives in enterprises where the State holds more than 50% of the charter capital, owned by the Ministry of National Defense and the Ministry of Public Security.

3. Ministries managing industries and provincial People's Committees shall prescribe regulations on managing state capital representatives in enterprises where the State holds not more than 50% of the charter capital, owned by ministries managing industries and provincial People's Committees.

4. Groups, corporations, and companies shall prescribe regulations on managing group, corporate, and company capital representatives in enterprises where groups, corporations, and companies are owners.

Article 45. Responsibility for Implementation

1. The Ministry of Home Affairs shall be responsible for guiding, inspecting, and reporting to the Prime Minister on the implementation of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairmen of provincial People's Committees under central cities, Chairmen of the Board of Directors, Chairmen of the Board of Members of groups, corporations, and companies where the State holds more than 50% of the charter capital shall be responsible for implementing this Decree./.