Decree No. 131/2018/ND-CP on the functions, tasks, powers, and organizational structure of the State Capital Management Board at Enterprises

DECREE

Regulations on the functions, tasks, powers, and organizational structure of the State Capital Management Board at Enterprises

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Enterprise Law dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises dated November 26, 2014;

Pursuant to Decree No. 10/2016/NĐ-CP dated February 1, 2016 of the Government on agencies under the Government;

Pursuant to Resolution No. 09/NQ-CP dated February 3, 2018 of the Government on the establishment of the State Capital Management Board at Enterprises;

At the proposal of the Minister of Planning and Investment;

The Government promulgates this Decree stipulating the functions, tasks, powers, and organizational structure of the State Capital Management Board at Enterprises.

PART I
GENERAL PROVISIONS

Article 1. Position and Functions

1. The State Capital Management Board at Enterprises is an agency under the Government (hereinafter referred to as the Board); it is assigned by the Government to exercise the rights and responsibilities of the state owner representative for enterprises with 100% state capital contribution and the state's share capital in joint-stock companies and limited liability companies with two or more members as prescribed by law.

2. The State Capital Management Board at Enterprises has the international trade name in English as Commission for the Management of State Capital at Enterprises, abbreviated as CMSC.

3. The Board is a first-level budget unit of the central government.

Article 2. Relationship of the Board with state management agencies

1. The Board exercises the rights and responsibilities of the state owner representative for enterprises in accordance with the laws on the management and use of state capital invested in production and business activities in enterprises; adheres to financial management regulations and financial supervision mechanisms for enterprises represented by the Board.

2. The Board and enterprises invested in, managed, and using state capital in accordance with the strategic plans, planning, programs, policies for national industry development decided by competent authorities.

3. The Board coordinates with relevant agencies to implement orders, assign tasks to enterprises to perform public welfare tasks or other economic and social tasks as prescribed by law.

Article 3. Principles of responsibility division for enterprise management during the transition period

1. In line with the principle of transferring the rights of the state owner representative at enterprises according to the laws on the management and use of state capital invested in production and business activities in enterprises.

2. The transfer of ownership representative files from ministries, ministerial-level agencies, governmental agencies, provincial people's committees, and centrally governed city people's committees (hereinafter collectively referred to as transferring agencies) shall be conducted on an as-is basis.

3. For plans, programs, projects, activities of enterprises, and other contents within the rights and responsibilities of the state owner representative decided by transferring agencies before the effective date of this Decree, enterprises continue to implement according to the decisions already approved by the transferring agencies.

4. For plans, programs, projects, activities of enterprises, and other contents within the rights and responsibilities of the state owner representative currently undergoing procedures and formalities for approval by transferring agencies:

a) In cases where the procedures and formalities for reporting to the state owner representative have been carried out in accordance with the law and the file is complete as required, enterprises continue to report to the Board for consideration and decision-making within its authority;

b) In cases where the procedures and formalities for reporting to the state owner representative have been carried out in accordance with the law but the file is incomplete as required, the Board requests enterprises to supplement the file and requests the transferring agency to provide the necessary information;

c) In cases where the procedures and formalities for reporting to the state owner representative have been carried out but not in accordance with the law, the Board requires enterprises to follow the correct procedures and formalities as prescribed by law.

5. For plans, programs, projects, activities of enterprises assigned by the National Assembly, the Government, and the Prime Minister to the transferring agency to manage and implement in medium-term and annual plans:

a) The transferring agency continues to implement the current year's plan until completion and is responsible for settling accounts and finalizing the plans, programs, and projects up to the end of the current year;

b) The Board takes over plans, programs, projects, and activities of enterprises that are ongoing and unfinished for management and implementation from the next year onwards.

Chapter II
TASKS, POWERS, AND RESPONSIBILITIES OF THE STATE CAPITAL MANAGEMENT BOARD AT ENTERPRISES

Article 4. Building and organizing the implementation of strategies, plans, programs

1. Building and submitting to the Government, the Prime Minister the overall investment development strategy for enterprises under the management of the Commission in accordance with economic and social development strategies and planning decisions made by competent authorities.

2. Building and submitting to the Government, the Prime Minister long-term plans, five-year plans, and annual plans of the Commission and programs as prescribed by law.

3. Organizing the implementation of strategies, plans, and programs on state capital management at enterprises that have been approved by competent authorities.

Article 5. Performing tasks and exercising rights and responsibilities of the state capital representative body as prescribed by law

1. Proposing competent authorities to issue, amend, and supplement the charter of state-owned enterprises established by the Prime Minister's decision and entrusted to the Commission as the state capital representative body.

2. Advising and assisting the Prime Minister in exercising rights and responsibilities towards enterprises where the Commission acts as the state capital representative body:

a) Leading and coordinating with the Ministry of Finance and the Ministry of Planning and Investment to submit to the Prime Minister decisions on investing state capital to establish enterprises in accordance with the Law on Management and Use of State Capital for Production and Business Investment in Enterprises;

b) Leading and coordinating with the Ministry of Planning and Investment, the Ministry of Finance, and relevant agencies to submit to the Prime Minister decisions on restructuring, ownership transfer, dissolution, and bankruptcy requests for enterprises established by the Prime Minister's decision;

c) Leading and coordinating with the Ministry of Finance to submit to the Prime Minister decisions on registered capital when establishing and adjusting registered capital of enterprises established by the Prime Minister's decision;

d) Leading and coordinating with the Ministry of Planning and Investment, the Ministry of Finance, and relevant agencies to submit to the Prime Minister approval of investment development strategies, five-year business plans for enterprises established by the Prime Minister's decision;

đ) Leading and coordinating with the Ministry of Home Affairs to submit to the Prime Minister decisions on planning, appointing, reappointing, dismissing, accepting resignation, transferring, rewarding, disciplining, terminating employment, and retirement of the Chairman of the Board of Directors of enterprises established by the Prime Minister's decision;

Leading and coordinating with the Ministry of Home Affairs to submit to the Prime Minister decisions on appointing the Chairman of the Board of Directors of enterprises established by the Prime Minister's decision after obtaining the consensus opinion of the Government Party Committee's Standing Committee as stipulated in the enterprise charter.

Leading and coordinating with the Ministry of Home Affairs to submit to the Prime Minister decisions on appointing the General Director of the State Capital Investment and Business Corporation after obtaining the consensus opinion of the Government Party Committee's Standing Committee.

Leading and coordinating with the Ministry of Home Affairs to report to the Government Party Committee's Standing Committee for comments before issuing documents for the Board of Directors to appoint the General Director according to the enterprise charter.

e) Leading and coordinating with the Ministry of Planning and Investment, the Ministry of Finance, and relevant agencies to submit to the Prime Minister approval of proposals to establish enterprises established by the Commission's decision in accordance with laws on management and use of state capital for production and business investment in enterprises;

g) Leading and coordinating with the Ministry of Planning and Investment, the Ministry of Finance, and relevant agencies to submit to the Prime Minister approval of comprehensive restructuring and modernization proposals for enterprises where the Commission acts as the state capital representative body;

h) Leading and coordinating with relevant agencies to submit to the Prime Minister decisions on transferring state capital at enterprises between the Commission and other state capital representative bodies, and between the Commission and state capital investment and business enterprises.

3. Performing tasks and exercising rights and responsibilities towards enterprises where the state holds 100% of the registered capital and entrusts the Commission as the state capital representative body:

a) Deciding on registered capital when establishing and adjusting registered capital during the operation of enterprises, except for enterprises established by the Prime Minister's decision; implementing additional capital investments for enterprises in accordance with laws on management and use of state capital for production and business investment in enterprises;

b) Deciding on establishment, restructuring, ownership transfer, dissolution, and bankruptcy requests for enterprises in accordance with laws and enterprise restructuring and modernization proposals that have been approved;

c) Issuing and amending the charter of enterprises, except for enterprises established by the Prime Minister's decision;

d) Approving five-year investment development strategies, except for enterprises established by the Prime Minister's decision; approving and passing annual production and business plans of enterprises;

đ) Deciding on planning, appointing, reappointing, dismissing, accepting resignation, transferring, rewarding, disciplining, terminating employment, and retirement of the Chairman of the Board of Directors, Board Members, Company Chairmen, Supervisors, Financial Supervisors; deciding on annual salary and remuneration funds for enterprise managers, Supervisors, except cases within the Prime Minister's authority;

e) Approving for the Board of Directors or the Company Chairman to plan, appoint, reappoint, dismiss, accept resignation, transfer, reward, discipline, terminate employment, and retire the General Director or Manager and other managerial positions as prescribed;

Reporting to the Government Party Committee's Standing Committee for comments before issuing documents for the Board of Directors or the Company Chairman to appoint the General Director according to the enterprise charter;

g) Approving for the Board of Directors or the Company Chairman to decide on capital raising schemes, investment projects, construction, purchase, sale of fixed assets, external investment projects, and overseas investment projects of enterprises in accordance with laws on management and use of state capital for production and business investment in enterprises and related laws.

h) Decide on the transfer of investment capital of the enterprise at joint-stock companies, limited liability companies with two or more members where the transfer value is lower than the book value of the enterprise's investment capital after deducting loss provisions;

i) Decide on the main policies regarding capital contribution, increase or decrease in capital contributions, and transfer of investment capital of the enterprise at joint-stock companies, limited liability companies with two or more members; decide on the main policies for accepting joint-stock companies, limited liability companies with two or more members as subsidiaries or associated enterprises of the enterprise;

k) Approve financial reports, profit distribution plans, and annual fund allocations of the enterprise;

l) Supervise, inspect, audit the management, use, preservation, and development of capital, implementation of investment strategies and plans, recruitment of labor, and wage and bonus systems of the enterprise in accordance with the law;

m) Evaluate the results of operations, production and business efficiency of the enterprise; assess the level of completion of management and operational tasks by the enterprise manager and the Inspector in accordance with the law;

4. Carry out duties and powers over state-owned investment capital at joint-stock companies, limited liability companies with two or more members represented by the Board:

a) Appoint, dismiss, relieve from duty, rotate, transfer, commend, discipline, determine salaries, responsibility allowances, bonuses, and other benefits for state-owned capital representatives in accordance with the law;

b) Decide within its authority on increasing investment capital, supplementing state-owned capital, transferring shares, and capital contributions of the state at joint-stock companies, limited liability companies with two or more members;

c) Monitor the recovery of investment capital, profits, and dividends distributed from joint-stock companies, limited liability companies with two or more members;

d) Require state-owned capital representatives to perform their duties as stipulated by laws on managing and using state-owned investment capital in production and business activities at enterprises; promptly provide written opinions on matters that require reporting and seeking approval according to their responsibilities;

đ) Inspect, supervise, and evaluate the activities of state-owned capital representatives;

5. Propose the Ministry of Finance to submit to the Government for issuance, amendment, and supplementation of Financial Management Regulations of the enterprise; issue, amend, and supplement Financial Management Regulations of the enterprise within its authority; approve for the Board of Members to issue Financial Management Regulations of the enterprise as prescribed in the enterprise's charter;

6. Perform other duties and powers related to the function of representing ownership according to the law and assignments by the Government and Prime Minister regarding the management and use of state-owned capital at enterprises;

Article 6. Fulfilling the duties and powers of government agencies as prescribed by law

1. Propose the Government on the establishment, restructuring, and dissolution of organizations and units within the organizational structure of the Board;

2. Organize the implementation of training, capacity building, recruitment, employment, appointment, dismissal, transfer, rotation, retirement, commendation, discipline, and other systems for civil servants, public officials, direct ownership representatives, state-owned capital representatives at enterprises represented by the Board, and employees under its management as prescribed by law;

3. Prepare the annual state budget estimate, medium-term five-year and three-year financial-budget plan of the Board to submit to the competent state agency as prescribed by law. Coordinate with relevant agencies to build financial mechanisms, systems, standards, and budget expenditure quotas of the Board in the assigned fields. Implement financial and accounting management in accordance with the law;

4. Check compliance with policies, laws, and assigned tasks by civil servants, public officials, and employees under its management; resolve complaints and denunciations within its authority; prevent and combat corruption and waste as prescribed by law;

5. Develop and implement solutions to enhance modern corporate governance at enterprises represented by the Board;

6. Decide on investment projects within the Board's investment authority as prescribed by law;

7. Carry out international cooperation activities as prescribed by law;

8. Perform other duties and powers as assigned by the Government and Prime Minister and as prescribed by law for government agencies.

Article 7. Responsibilities of the Committee

1. Shall be responsible to the Government, the Prime Minister, and before the law for the effectiveness of the use, preservation, and increase in total value of the State capital investment portfolio in enterprises under its management. Adhere to legal provisions on investment, management, and use of State capital in enterprises.

2. Shall not directly intervene in the production and business operations of enterprises, or in the management and operation activities of enterprise managers; shall not decide on matters within the lawful authority of the Board of Members, Chairman of the Company, Shareholders' Meeting, Board of Directors, General Director, or Enterprise Manager as stipulated by law and the enterprise's charter.

3. Shall ensure transparency in investment, management, and use of State capital in enterprises represented by the Committee as the owner. Publicize information about investment, management, and use of State capital in enterprises represented by the Committee as the owner according to legal regulations.

4. Shall regularly report to the Government and the Prime Minister as required by law or at any time regarding the implementation of assigned tasks.

5. Shall prepare and submit to competent state agencies reports serving supervision, inspection, and audit activities concerning the Committee in the implementation of assigned objectives, functions, tasks, and authorities; implement supervision, inspection, and audit activities according to legal regulations.

6. Shall organize information dissemination and propaganda on policies, systems, and laws of the State within the assigned functions and tasks.

7. Shall explain to competent authorities regarding investment, management, and use of State capital in enterprises represented by the Committee as the owner, as assigned by the Government and the Prime Minister.

8. Shall perform other responsibilities as assigned by the Government, the Prime Minister, and according to legal regulations.

Chapter III
LEADERSHIP AND ORGANIZATIONAL STRUCTURE OF THE STATE CAPITAL MANAGEMENT COMMITTEE AT ENTERPRISES

Article 8. Leadership

1. The Committee shall have a Chairperson and no more than four Deputy Chairpersons.

2. The Chairperson and Deputy Chairpersons shall be appointed, relieved of duty, or dismissed by the Prime Minister according to legal regulations.

3. The Chairperson of the Committee shall be responsible to the Government, the Prime Minister, and before the law for the activities of the Committee. Deputy Chairpersons shall assist the Chairperson, and be responsible to the Chairperson and before the law for the tasks assigned to them.

4. The Chairperson of the Committee shall define the functions, tasks, authorities, and organizational structure of units within the Committee’s organizational structure; appoint, relieve of duty, or dismiss heads and deputy heads of units within the Committee’s organizational structure according to legal regulations.

5. The Chairperson of the Committee shall enjoy benefits equivalent to that of a Minister; other leadership positions shall be entitled to benefits as specified in Item I.1 of the Allowance Table for Leadership Positions (Elected, Appointed) in state agencies and state-owned public institutions issued together with Decree No. 204/2004/NĐ-CP dated December 14, 2004 of the Government on salary systems for cadres, civil servants, public officials, and armed forces personnel.

Article 9. Organizational Structure and Enterprises Represented by the Committee as the Owner

1. Organizational Structure:

a) Agriculture Department;

b) Industry Department;

c) Energy Department;

d) Technology and Infrastructure Department;

đ) Comprehensive Department;

e) Legal and Internal Control Department;

g) Organization and Cadre Department;

h) Office;

i) Information Center.

Units from point a to point h of Clause 1 of this Article shall have the responsibility to advise the Chairperson of the Committee in performing the function of representing the State as the owner of capital in enterprises and other assigned functions and tasks; the unit specified in point i of Clause 1 of this Article is a public service unit.

The Office shall have five divisions.

2. Enterprises directly represented by the Committee as the owner:

a) National Capital Investment and Business Corporation;

b) Vietnam Oil and Gas Group;

c) Vietnam Electricity Group;

d) Vietnam Oil and Gas Distribution Group;

đ) Vietnam Chemicals Group;

e) Vietnam Rubber Industry Group;

g) Vietnam Coal-Mineral Industries Group;

h) Vietnam Post and Telecommunications Group;

i) MobiFone Telecommunications Corporation;

k) Vietnam Tobacco Corporation;

l) Vietnam Airlines Corporation;

m) Vietnam Maritime Corporation;

n) Vietnam Railways Corporation;

o) Vietnam Highway Investment and Development Corporation;

p) Vietnam Airports Corporation;

q) Vietnam Coffee Corporation;

r) Southern Foodstuff Corporation;

s) Northern Foodstuff Corporation;

t) Vietnam Forestry Corporation;

u) Other enterprises as decided by the Prime Minister.

3. The National Capital Investment and Business Corporation shall be tasked with exercising the rights of the State as the owner of capital in enterprises transferred from ministries, provincial People's Committees according to legal regulations, except for the enterprises listed in Clause 2 of this Article.

Chapter IV
EFFECTIVE DATE AND IMPLEMENTATION

Article 10. Effective Date

1. This Decree takes effect from the date of issuance.

2. The Committee shall exercise the rights of the State as the owner of capital in enterprises according to this Decree and other Decisions of the Prime Minister from the date of its effective implementation.

3. The rights and responsibilities of the Committee in this Decree replace the provisions on the rights and responsibilities of the State as the owner in the Regulations on the organization and operation of enterprises held 100% by the State as stipulated in Clause 2 of Article 9 of this Decree.

Article 11. Implementation Organization

1. Agencies transferring the rights of the State as the owner of capital in enterprises specified in Clause 2 of Article 9 of this Decree to the Committee and completing handover procedures for enterprise management files to the Committee within forty-five days from the date this Decree and other Decisions transferring other enterprises of the Prime Minister take effect.

Procedures and formalities for transferring ownership representation files of State capital in enterprises to the Committee shall be carried out according to the Decision of the Prime Minister.

2. The Chairperson of the State Capital Management Committee at Enterprises, Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial and centrally-administered city People's Committees, organizations, and individuals related to this matter are responsible for implementing this Decree./.