Directive No. 11/2004/CT-TTg on accelerating the restructuring and modernization of state-owned enterprises in accordance with the spirit of Central Resolution 3 and Central Resolution 9 (Term IX) and organizing the implementation of the Law on State-Owned Enterprises

 DIRECTIVE

Regarding the acceleration of restructuring, reforming state-owned enterprises in accordance with the spirit of Central Resolution No. 3 and Central Resolution No. 9 (Term IX) and the organization and implementation of the Law on State-Owned Enterprises

 To continue to accelerate restructuring, reforming, developing, and enhancing the efficiency of state-owned enterprises in accordance with the spirit of Central Resolution No. 3 and Central Resolution No. 9 (Term IX), and to implement the Law on State-Owned Enterprises adopted at the fourth session of the National Assembly, Term XI, the Prime Minister issues the following directive:

1. Ministries, ministerial-level agencies, government agencies, provincial people's committees under the central government, state-owned holding companies shall implement the following tasks effectively:

- Continue to organize the deep dissemination of Central Resolution No. 3 and Central Resolution No. 9 of the Party Central Committee, Term IX, to enhance the awareness of cadres and party members regarding the restructuring, reforming, developing, and enhancing the efficiency of state-owned enterprises in accordance with the Party's policies and guidelines.

- Coordinate with the Ministry of Planning and Investment and relevant agencies to organize training, disseminate, and promote the contents of the Law on State-Owned Enterprises and guiding documents for its implementation to managers and workers in state-owned enterprises and representatives of state owners.

- Identify the restructuring and reforming of state-owned enterprises as a key task for the years 2004-2005. Seriously implement the content and strive to expedite the implementation schedule of the overall plan for restructuring and reforming state-owned enterprises that has been approved. In 2004, review the strategy and planning for the development of state-owned enterprises, continue to classify state-owned enterprises and state-owned holding companies to expand the scope of state-owned enterprises to be listed according to the spirit of Central Resolution No. 9 (Term IX). Accelerate the listing of large-scale state-owned enterprises through retaining existing state capital and issuing shares to raise additional capital. Develop a roadmap to convert the majority of state-owned enterprises operating under 100% state equity to operate as limited liability companies by the end of 2005.

- Coordinate with relevant ministries and agencies to resolve difficulties faced by enterprises during the restructuring process. In the listing process, actively sell shares through public auctions on the stock market to attract investors with financial potential, technology, markets, and management experience, rather than conducting closed listings within the enterprise. For enterprises with state capital below five billion dong that cannot be listed, transfer them to the form of assignment or sale; for enterprises eligible for listing but suffering losses and having exhausted their capital, develop plans for selling or liquidating the enterprise and submit them to the Prime Minister for consideration and decision.

- Direct state-owned enterprises to handle outstanding debts; for enterprises undergoing ownership transformation, address existing financial issues, particularly bad debts (including uncollectible or unpayable debts) before determining the enterprise value for listing, selling, or transferring the enterprise.

- In the process of restructuring and reforming state-owned enterprises, properly settle employee benefits according to current regulations and create conditions for employees who leave state-owned enterprises without meeting social insurance retirement requirements to find new jobs.

- The Ministries of Industry, Construction, and Transport shall select one state-owned holding company under their management that meets the conditions to submit to the Prime Minister for approval to develop a pilot project for the full listing of the holding company by April 2004.

Ministries, ministerial-level agencies, provincial people's committees shall coordinate with the Steering Committee for Enterprise Reform and Development to select large-scale enterprises to decide on listing according to Central Resolution No. 9 (Term IX) and current regulations.

The State Bank of Vietnam shall take the lead and coordinate with the Ministry of Finance and relevant agencies to develop a plan for the listing of the Vietnam Foreign Trade Bank and the Southern Key Economic Region Development Bank, submitting it to the Prime Minister for consideration and decision before June 30, 2004.

- Ministries and provinces where state-owned holding companies have been approved by the Prime Minister to operate under the parent company-subcompany model must promptly implement pilot projects, draft charters, and financial regulations for approval by competent authorities. Those that have been permitted to develop pilot projects should quickly develop such projects for submission to the Prime Minister for consideration and decision. Conduct a preliminary assessment of this model at the beginning of 2005 to promote its wider application.

- The Ministry of Posts and Telecommunications shall complete the proposal for forming a postal and telecommunications group and submit it to the Prime Minister before April 30, 2004. The Ministry of Construction shall cooperate with relevant agencies to study and develop a proposal for forming a construction industry group and submit it to the Prime Minister in 2004. The formation of economic groups must ensure the principle of using state-owned holding companies as core entities, with broad participation from domestic and foreign economic sectors.

- Direct state-owned enterprises under their jurisdiction to review, amend, and supplement charters to comply with the provisions of the Law on State-Owned Enterprises and submit them for approval by competent authorities.

- Ministries, ministerial-level agencies, provincial people's committees, and boards of directors of state-owned holding companies shall perform their functions as state owners of state-owned enterprises in accordance with the law; at the same time, they shall study the investment of state capital in other industries and sectors of the economy through state financial investment companies. In the short term, the Ministry of Finance shall cooperate with the People's Committees of Ho Chi Minh City and Hai Phong City to study and develop a pilot project for establishing a State Financial Investment Company in these two cities.

2. Ministries shall urgently draft guiding documents to concretize certain contents of the Law on State-Owned Enterprises and continue to institutionalize the contents of the Central Committee's Resolution No. 3 and Resolution No. 9 of the Ninth Tenure with the spirit of decentralizing more powers to ministries, provincial people's committees, city people's committees, and state-owned holding companies. Specifically as follows:

a) The Ministry of Planning and Investment shall take the lead and coordinate with relevant agencies:

- Before April 30, 2004, submit to the Prime Minister:

+ Amending and supplementing Decision No. 58/2002/QĐ-TTg dated April 26, 2002 on issuing criteria and classification lists for state-owned enterprises and state-owned holding companies according to the spirit of the Third Plenum Resolution and the Ninth Plenum Resolution of the Ninth Tenure Central Committee.

+ A Government Decree guiding the establishment, restructuring, and dissolution of state-owned companies.

+ A Government Decree guiding the implementation of the rights of state ownership over state-owned companies.

+ A Government Decree guiding the organization and management of state-owned holding companies and the transformation of state-owned holding companies and independent state-owned companies into parent-subsidiary models.

- Before May 30, 2004, submit to the Prime Minister:

+ A Government Decree on public products and services, including provisions on special state-owned companies directly serving national security and defense and state-owned companies established and registered for business to regularly and stably provide public products and services.

+ A Government Decree amending and supplementing Decree No. 103/1999/NĐ-CP and Decree No. 49/2002/NĐ-CP on transferring, selling, contracting, leasing state-owned enterprises.

- Before June 30, 2004, submit to the Prime Minister amendments and supplements to Government Decree No. 63/2001/NĐ-CP dated September 14, 2001 on converting state-owned enterprises and political organizations' enterprises into limited liability companies.

b) The Ministry of Finance shall take the lead and coordinate with relevant agencies:

- Before April 30, 2004, submit to the Prime Minister:

+ A Government Decree amending and supplementing Decree No. 64/2002/NĐ-CP on converting state-owned enterprises into joint-stock companies.

+ A Government Decree on financial management regulations and accounting for state-owned companies and other enterprises with state capital.

- Before June 30, 2004, submit to the Prime Minister:

+ A Prime Minister's Decision on bidding mechanisms, ordering, and production plans for public products and services.

+ A Prime Minister's Decision promulgating the rules for selling state-owned enterprises through auctions.

c) The Ministry of Labor, Invalids, and Social Affairs shall take the lead and coordinate with relevant agencies:

- Before April 30, 2004, submit to the Prime Minister a Government Decree amending and supplementing certain articles of Decree No. 41/2002/NĐ-CP dated April 11, 2002 on policies for surplus labor due to the reorganization of state-owned enterprises.

- Before June 30, 2004, submit to the Prime Minister:

+ A Government Decree on labor management, salaries, and income in state-owned companies.

+ A Prime Minister's Decision stipulating salary, bonus, and responsibility systems for members of the Board of Directors, Supervisory Board, General Director, and Manager of state-owned companies.

d) The Ministry of Home Affairs shall take the lead and coordinate with relevant agencies in the second quarter of 2004 to submit to the Prime Minister a Prime Minister's Decision guiding the process of selecting, appointing, and dismissing leaders of state-owned companies, representatives of state capital in joint-stock companies and limited liability companies with state capital; the mechanism for state owners to enter into contracts with General Directors and Managers of state-owned companies.

đ) The Ministries of Home Affairs, Labor, Invalids, and Social Affairs, Finance, and Planning and Investment shall cooperate with the Vietnam General Confederation of Labor to issue guiding documents before July 1, 2004, on organizing and operating workers' congresses in state-owned companies and the participation of workers in company management as prescribed by the Law on State-Owned Enterprises.

3. The Steering Committee for Enterprise Reform and Development shall be responsible for:

- Inspecting, urging, guiding, monitoring, and periodically reporting to the Prime Minister on the situation of the reorganization, reform, and development of state-owned enterprises of ministries, sectors, localities, and state-owned holding companies; identifying difficulties, obstacles, and unreasonable aspects during the implementation process and proposing solutions to the Prime Minister or recommending related agencies to resolve them within their authority.

- Cooperating with relevant agencies to study and pilot the conversion of state-owned enterprises and state-owned holding companies to operate under the parent-subsidiary model, piloting the full conversion of large state-owned enterprises and state-owned holding companies into joint-stock companies according to the spirit of Resolution No. 9; piloting the formation of economic groups.

Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, chairpersons of provincial people's committees under central jurisdiction, the Steering Committee for Enterprise Reform and Development, and boards of directors of state-owned holding companies are responsible for implementing this Directive.

The Steering Committee for Enterprise Reform and Development shall monitor and periodically report to the Prime Minister on the implementation of this Directive./.