Pursuant to …;

Regarding the approval of the Charter on Organization and Operation of

Hydro-Meteorological Technical Material Company

 ————————

MINISTER OF NATURAL RESOURCES AND ENVIRONMENT

 

Pursuant to the State Enterprise Law dated November 26, 2003;

Pursuant to Decree No. 91/2002/NĐ-CP dated November 11, 2002 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Natural Resources and Environment;

Pursuant to Decision No. 127/2003/QĐ-TTg dated June 25, 2003 of the Prime Minister approving the overall plan for restructuring and modernizing state-owned enterprises under the Ministry of Natural Resources and Environment for the period 2003-2005;

At the proposal of the Director of Hydro-Meteorological Technical Material Company, the Head of the Personnel Department,

 

DECISION:

 

Article 1. Approves the Charter on Organization and Operation of Hydro-Meteorological Technical Material Company attached hereto.

Article 2. This Decision takes effect fifteen days from the date of publication in the Official Gazette.

The Director of Hydro-Meteorological Technical Material Company, the Head of the Personnel Department, the Director of the Office of the Ministry, Heads of units directly under the Ministry shall be responsible for implementing this Decision./.

 

 

CHARTER ON ORGANIZATION AND OPERATION OF THE COMPANY

HYDRO-METEOROLOGICAL TECHNICAL MATERIAL COMPANY

(Issued together with Decision No. 19/2004/QĐ-BTNMT

dated October 4, 2004 of the Minister of Natural Resources and Environment)

 

PART I

 

GENERAL PROVISIONS

 

Article 1. Hydro-Meteorological Technical Material Company (hereinafter referred to as the Company) is a state-owned enterprise under the Ministry of Natural Resources and Environment, operating in production, business, consulting, and service activities in the fields of meteorology, hydrology, marine meteorology, environment, geological minerals, measurement, science and technology.

The Company has:

International trade name: Hydro-Meteorological Technical Material Company, abbreviated as HYMETCO;

Legal personality under Vietnamese law;

A separate seal, a Vietnamese currency account and foreign currency account at the State Treasury, domestic and foreign banks in accordance with Vietnamese law;

Main office address: No. 62, Nguyen Chi Thanh Street, Lang Thuong Ward, Dong Da District, Hanoi City;

Telephone: 04 8356944, 04 8343582; Fax: 04 8355699

Article 2. The Company operates in accordance with the Law on State-Owned Enterprises and other relevant laws.

The State assigns capital, assets, land, and other resources to the Company to fulfill its tasks. The Company is responsible for preserving the assigned capital and assets, continuously accumulating capital for investment and development, fulfilling financial obligations to the State; constantly improving equipment, technology, and management work to enhance product quality and reduce costs.

 

 

Chapter II

 

2. Survey, establish, and update topographic maps, cadastral maps, specialized maps, and thematic maps at different scales using photogrammetric methods;

 

Article 3. Tasks of the Company

1. Trading and importing/exporting various types of machinery, materials, equipment, chemicals to serve basic surveys and measurements of factors such as meteorology, hydrology, marine meteorology, environment, water quality, geology, minerals, measurement, scientific research, and common metal, electrical appliances, electronics, construction materials products;

2. Consulting services for transferring specialized scientific and technological technologies;

3. Designing and constructing specialized industrial and civil engineering projects, pumping stations, power plants, water and electricity, telecommunications, earthwork leveling, road construction, interior decoration;

4. Producing, processing, repairing, installing, and maintaining specialized equipment;

5. Drilling, exploring, and treating clean water for industry and civilian use;

6. Producing wooden goods for specialized and civilian use;

7. Accommodation services;

8. Surveying and measuring meteorology, hydrology, marine meteorology, environmental services.

Article 4. Powers of the Company

1. Managing and using capital, land, assets, and other resources assigned by the State to achieve production, business, and service objectives; leasing, transferring, mortgaging, pledging assets under the Company's management in accordance with the law;

2. Engaging in production, business, and service activities consistent with the objectives and tasks. Expanding the scale of production, business, and service activities according to the Company's capacity;

3. Determining purchase and sale prices for products produced, traded, and serviced, except those products and services assigned, ordered, and priced by the State, the Ministry of Natural Resources and Environment;

4. Establishing and applying labor norms, material consumption rates, wage unit prices, and other costs for individual products and services within the framework of national and Ministry standards;

5. Selecting, hiring, arranging, utilizing, training, disciplining, and terminating employment for workers; choosing remuneration forms and other rights of employers in accordance with the Labor Code and other relevant laws;

6. Cooperating with domestic and foreign partners in the field of materials and equipment to serve basic surveys and measurements of meteorology, hydrology, marine meteorology, environment, water quality, geology, and minerals. Permitting company staff to travel abroad in accordance with state regulations and the delegation of authority from the Minister of Natural Resources and Environment;

7. Borrowing funds from banking, credit organizations, financial institutions, individuals, and organizations outside the company, employees, and other fundraising methods in accordance with the law;

8. Actively using capital for the Company's production and business activities, managing and using the Company's funds in accordance with the law;

9. Deciding on depreciation rates for fixed assets based on the principle of minimum depreciation rates sufficient to cover tangible and intangible wear and tear of fixed assets and not lower than the minimum depreciation rate prescribed by the Government;

10. Enjoying subsidies, price supports, and other preferential policies when performing public welfare, defense, security, disaster prevention tasks, or providing products and services according to state pricing policies that do not cover the production costs of these products and services of the Company;

11. Being able to allocate bonuses for innovation, technical improvement, management, and technology, increased productivity, and cost savings. These bonus amounts are accounted for as production and business expenses based on ensuring the effectiveness of production and business operations brought about by innovations, improvements, increased productivity, and cost savings;

12. Enjoying investment and reinvestment incentives in accordance with the law.

13. After completing tax obligations, transferring losses as prescribed by the Law on Corporate Income Tax, and other financial obligations as prescribed by law, and setting aside financial reserves, the remaining realized profit shall be distributed according to the state capital invested and the capital raised by the Company as follows:

a) The portion of profit allocated from state capital investment shall be used for reinvestment to increase state capital at the Company or to form a centralized fund to invest in other state-owned enterprises in fields that the Government deems necessary to develop or control, as prescribed by the Government;

b) The portion of profit allocated from capital raised by the Company itself shall be set aside as a development investment fund as prescribed by the Government, with the remainder being determined by the Company for distribution into incentive funds and welfare funds;

In cases where there are overdue debts that have not been fully repaid, the Company may only increase wages and bonuses for its employees, including managers, after all due debts have been settled;

Article 5. Responsibilities of the Company

1. Registering business activities in accordance with the specified industry. Being responsible before the State for the results of production and business operations of the Company, before customers, and under the law regarding products and services provided by the Company;

2. Using effectively, preserving, and developing the capital assigned by the State, using effectively assets, land, and other resources assigned by the State to the Company to fulfill production and business tasks;

3. Developing strategies for development, plans, production, business, and service provision that are appropriate to the assigned tasks, the industry's development strategy, and market demands. For the Company's development strategy, it must be submitted to the Minister of Natural Resources and Environment for approval before implementation;

4. Fulfilling obligations towards employees as prescribed by the Labor Code. Ensuring that employees can participate in managing the Company;

5. Implementing regulations concerning the protection of natural resources, environment, national defense, security, culture, social order, and safety;

6. Regularly and promptly reporting on the Company's operational status as prescribed by the State and the Ministry of Natural Resources and Environment;

7. Implementing regulations on capital management, asset management, various funds; accounting and bookkeeping; audit systems, and other systems prescribed by law;

8. Publicly disclosing annual financial reports and information to accurately and objectively assess the Company's operations as prescribed by the State;

9. Fulfilling tax obligations and other payments to the State budget as prescribed;

10. Accepting supervision and inspection by authorized state agencies as prescribed by law;

11. To be responsible to capital investors for the use of capital to establish other enterprises;

 

 

Chapter III

ORGANIZATIONAL STRUCTURE OF THE COMPANY

 

Article 6. The head of the Company is the General Director. The duties and responsibilities of the General Director of the State-Owned Enterprise are implemented as prescribed in Article 27 of the Law on State-Owned Enterprises. The General Director is the legal representative and is responsible before the law and the Minister of Natural Resources and Environment for all activities of the Company;

The General Director has the following specific duties and powers:

1. Receiving capital, land, assets, and other resources assigned by the State and the Ministry of Natural Resources and Environment for management and use in accordance with the assigned objectives and tasks, and ensuring the preservation and development of capital;

2. Deciding on investment projects, contracts for selling assets valued up to 30% of the remaining total asset value recorded in the Company’s books;

3. Developing the Company's development strategy, long-term plans, annual plans, investment proposals, joint ventures, organizational management schemes, submitting them to the Minister for approval and organizing their implementation;

4. Issuing economic-technical norms, product standards, unit labor costs for application within the Company, and other documents consistent with the law; defining the tasks and powers of subordinate units based on the Company's Charter and Operations Regulations;

5. Submitting to the Minister for appointment, dismissal, commendation, and disciplinary action of Deputy General Directors and Chief Accountants, in accordance with guidelines issued by the Ministry of Natural Resources and Environment;

6. Deciding on the recruitment, signing of employment contracts, transfer, termination of contracts, appointment, dismissal, commendation, and disciplinary action; sending staff members for domestic study, allowing cadres, employees, and workers to travel abroad in accordance with the law and the delegation of authority by the Minister of Natural Resources and Environment;

7. Determining prices for purchasing and selling products and services in compliance with State regulations;

8. Reporting to competent state authorities on the results of the Company's production, business, and service activities as prescribed by law;

9. Accepting inspections and supervision by state authorities regarding the implementation of production, business, and service activities as prescribed by law;

Deputy General Directors and Chief Accountants assist the General Director. The General Director, Deputy General Directors, and Chief Accountant are appointed by the Minister of Natural Resources and Environment;

Deputy General Directors are assigned by the General Director to oversee specific areas of the Company's work and are responsible to the General Director and the law for the tasks assigned;

The Chief Accountant assists the General Director in directing the implementation of statistical, accounting, and financial work of the Company and has duties, powers, and responsibilities as prescribed by current laws;

Article 7. Organizational structure assisting the General Director

2. Financial Section;

2. Financial Accounting Department;

Specialized departments have the function of advising the General Director in management and operation in each field of activity of the Company;

Article 8. Business organizations directly under the Company

1. Sales Department;

2. Basic Construction Department;

3. Machine Workshop;

Heads of Departments and Workshops are responsible to the General Director for all activities of the units they manage. Deputy Heads of Departments and Deputy Workshop Managers are responsible to the Heads of Departments and Workshop Managers for the tasks delegated to them;

Production, business, and service units have the function of producing and trading in each field to achieve high efficiency;

The duties, powers, and responsibilities of Departments and Workshops are specifically defined by the General Director of the Company;

 

Chapter IV

FINANCIAL ASPECTS OF THE COMPANY

 

 

Article 9. The Company is an independent accounting entity, financially autonomous in production, business, and service activities in accordance with the Law on State-Owned Enterprises and other relevant laws;

Article 10. Capital of the Company

The capital of the Company includes:

1. Charter Capital: 7,000,000,000 VND (seven billion Vietnamese dong);

2. Business capital at January 1, 2004: 3,212,473,000 VND (three billion two hundred twelve million four hundred seventy-three thousand VND), including:

Fixed capital: 1,248,481,000 VND (one billion two hundred forty-eight million four hundred eighty-one thousand VND);

Working capital: 1.963.992.000 (one billion nine hundred sixty-three million nine hundred ninety-two thousand VND);

3. Additional investment for the Company;

4. Profit after tax extracted according to current regulations.

When increasing or decreasing the Charter Capital, the Company must adjust it promptly in the balance sheet and announce the adjusted Charter Capital of the Company.

Article 11. The Company is responsible for implementing the Accounting Law, Statistics Law, and financial management regulations, and conducting business accounting in accordance with the provisions of the State.

  

Chapter V

 

THE WORKING GROUP OF EMPLOYEES IN THE COMPANY

 

Article 12. The Workers' and Staff Congress is a direct form for workers to participate in managing the Company. The Workers' and Staff Congress shall exercise the following rights:

1. Participate in discussing the drafting of collective labor agreements to represent workers in negotiating and signing with the General Director of the Company;

2. Discuss and approve regulations and rules directly related to the interests of workers in the Company;

3. Discuss and provide comments on planning, evaluation of management effectiveness, production, and business operations; propose measures to protect workers, improve working conditions, material and spiritual life for workers; issues related to environmental hygiene, training, and retraining of workers within the Company.

The organization and operation of the Workers' and Staff Congress in the Company shall be carried out according to the guidelines of the Vietnam General Confederation of Labor.

 

 

Chapter VI

 

RELATIONSHIPS OF THE COMPANY

 

Article 13. With the Ministry of Natural Resources and Environment

1. Strictly comply with directives and decisions of the Minister related to the Company; follow the guidance, direction, and inspection of competent agencies under the Ministry of Natural Resources and Environment;

2. Strictly implement the planning and development strategy of the Company within the overall planning and development strategy of the industry;

3. Comply with the State's and the Ministry of Natural Resources and Environment's regulations on organizational cadre work, financial systems, credit systems, and accounting and statistical systems;

4. Be subject to inspection and audit by competent agencies under the Ministry of Natural Resources and Environment regarding the implementation of laws, policies, systems, economic-technical norms, procedures, and regulations as stipulated by law.

Article 14. For localities

The Company is subject to state management and must comply with administrative regulations and obligations towards People's Councils and People's Committees at all levels as state management agencies within its territorial jurisdiction as provided by law.

Article 15. For Party organizations and mass organizations within the Company

The Company is led by the Communist Party of Vietnam through the Party organization at the Company.

The Company respects and facilitates the activities of Party and mass organizations within the Company.

Party organizations and mass organizations at the Company shall operate according to the Constitution, laws, and regulations of these organizations.

 

Chapter VII

IMPLEMENTING PROVISIONS

 

 

Article 16. These Statutes apply to the Meteorological and Hydrological Technical Supplies Company. All subordinate units of the Company must comply with these Statutes.

Article 17. Subordinate units of the Company shall base their Organizational and Operational Regulations on the Company's Organizational and Operational Statutes, submit them to the General Director of the Company for approval. The Organizational and Operational Regulations of the unit must not conflict with the Company's Organizational and Operational Statutes.

Article 18. In case of need to supplement or amend these Statutes, the General Director of the Company shall submit to the Minister of Natural Resources and Environment for approval./.