Circular No. 19/2013/TT-BLDTBXH guiding the implementation of salary, remuneration, and bonuses for members of the Board of Members or Chairmen, Supervisors, General Directors or Directors, Deputy General Directors or Deputy Directors, Chief Accountants in state-owned single-member limited liability companies.

CIRCULAR

Guidelines for Implementing Salary, Remuneration, and Bonus Systems

for Members of the Board of Directors or Chairman of the Company, Supervisors, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant in a Limited Liability Company with One Member

where the State is the owner

_______________

Pursuant to Decree No. 106/2012/NĐ-CP dated December 20, 2012, of the Government, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Labor, Invalids, and Social Affairs;

Pursuant to Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government stipulating salary, remuneration, and bonus systems for members of the Board of Directors or Chairman of the company, Supervisors, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant in a Limited Liability Company with One Member owned by the State;

Pursuant to Decision No. 35/2013/QĐ-TTg dated June 7, 2013 of the Prime Minister on Issuing the Regulations on the Operation of Supervisors in a Limited Liability Company with One Member wholly owned by the State.

At the proposal of the Director of the Department of Labor and Wages;

The Minister of Labor, Invalids and Social Affairs issues this Circular guiding the implementation of salary, remuneration, and bonus systems for members of the Board of Directors or Chairman of the company, Supervisors, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant in a Limited Liability Company with One Member owned by the State,

Section 1

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the implementation of salary, remuneration, and bonus systems for members of the Board of Directors or Chairman of the company, Supervisors, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant in a Limited Liability Company with One Member owned by the State, including:

1. Independent limited liability companies with sole member under Ministries, People's Committees of provinces and centrally governed cities.

2. A Limited Liability Company with One Member that is the parent company of a State Economic Group, the parent company in a parent-subsidiary model decided to be converted or established by the Prime Minister, Ministers of Ministries, Chairmen of Provincial People's Committees directly under the Central Government.

Article 4. Principles for Determining and Paying Salaries, Fees, and Bonuses

Article 2. Applicability

1. Full-time Chairman of the Board of Directors, full-time member of the Board of Directors or full-time Chairman of the company, full-time Supervisor, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant of the company (hereinafter referred to collectively as full-time management officials).

The full-time management officials mentioned above do not include General Director or Director, Deputy General Director or Deputy Director, Chief Accountant working under labor contracts.

2. Part-time Chairman of the Board of Directors, part-time member of the Board of Directors or part-time Chairman of the company, part-time Supervisor (hereinafter referred to collectively as part-time management officials).

3. Ministries, agencies at the level of ministries, government agencies, provincial people's committees directly under the Central Government assigned to implement the rights, responsibilities, and obligations of the owner towards the company (hereinafter referred to collectively as the owner).

4. Agencies, organizations, and individuals related to the implementation of salary, remuneration, and bonus systems for management officials specified in this Circular.

Section 2

SALARY GRADING FOR FULL-TIME MANAGEMENT OFFICIALS

Article 3. Transfer of Salary Grading

1. Full-time management officials shall be graded according to their current position and the company's grade as set out in Appendix I accompanying Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government.

The salary coefficient in Appendix I mentioned above, from May 1, 2013 to June 30, 2013, is calculated based on the general minimum wage stipulated in Decree No. 31/2012/NĐ-CP dated April 12, 2012 of the Government; from July 1, 2013 onwards, it is calculated based on the basic wage stipulated in Decree No. 66/2013/NĐ-CP dated June 27, 2013 of the Government (referred to as the salary system amount) serving as the basis for social insurance contributions, health insurance, and resolving other benefits as prescribed by law. When the Government adjusts the basic wage or issues new regulations, such new regulations shall be followed.

2. The transfer of salary grading for the Chairman and full-time members of the Board of Directors or full-time Chairman of the company, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant shall be based on their current positions and salary grades according to the company's grade as prescribed by the Government in Decree No. 205/2004/NĐ-CP dated December 14, 2004 and Decree No. 141/2007/NĐ-CP dated September 5, 2007 (referred to as old salary) to transfer to the salary coefficient table for full-time management officials in Appendix I accompanying Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government (referred to as new salary) according to the principle: if the company is currently ranked at a certain grade, then it will be transferred to the corresponding grade; if the management official holds a certain position, then they will be transferred to the corresponding position and the first grade of the old salary will be transferred to the first grade of the new salary, the second grade of the old salary to the second grade of the new salary. Combining salary grading transfers to increase salary grades is not allowed. The time for the next salary grade increase (for those currently holding the first grade) is calculated from when the old salary grade was held.

3. The transfer of salary grading for full-time Supervisors shall be based on the salary coefficient currently being enjoyed, including: the professional salary coefficient, plus the position allowance of a Department Head, and the retention differential coefficient (if applicable for cases retained according to Clause 1, Article 11 of Circular No. 27/2010/TT-BLĐTBXH dated September 14, 2010 of the Ministry of Labor, Invalids and Social Affairs) according to the principle:

a) Placed in Grade 1, if the current salary coefficient is equal to or lower than the salary coefficient of Grade 1. The time for the next salary grade increase is calculated from when Grade 1 was held. If the difference between the current salary coefficient and the salary coefficient of Grade 1 is less than 70% of the difference between the salary coefficients of Grades 1 and 2, then the time for the next salary grade increase is calculated from when the current salary coefficient was held.

b) Placed in Grade 2, if the current salary coefficient is higher than the salary coefficient of Grade 1.

Article 4. Salary Grade Promotion

1. A specialized managerial staff member currently classified at salary grade 1 shall be considered for promotion to a higher grade upon meeting the following conditions:

a) Having held grade 1 for three years or more.

b) Completing annual tasks according to criteria set forth by the Government.

c) Not violating responsibility regimes as prescribed by labor laws.

d) Not being under disciplinary action.

2. The company shall report to the competent authority at the appropriate management level to consider and decide on the promotion of salary grades for specialized managerial staff members who meet the conditions stipulated in Clause 1 of this Article.

Article 5. Company Classification as Basis for Salary Grading

1. Economic Group Category

The Economic Group category applies to the parent company of state-owned economic groups decided by the Prime Minister to be converted or established.

2. Special State-Owned Enterprise Category

a) The Special State-Owned Enterprise category applies to:

- Enterprises converted from State-Owned Enterprises that have been classified as Special State-Owned Enterprises pursuant to Decisions of the Prime Minister.

- Enterprises converted from State-Owned Enterprises that have been permitted by the Prime Minister to be classified or to apply classification standards for Special State-Owned Enterprises.

- Parent companies in a parent-subsidiary model established by the Prime Minister's decision meeting the following conditions:

+ Playing a significant role in the economy.

+ Having state capital of VND 1,000 billion or more, profits of VND 100 billion or more, and paying taxes to the state budget of VND 100 billion or more.

+ Having ten or more subsidiary units (including independent accounting units and dependent accounting units).

An enterprise meeting these conditions shall submit a written request to the owner to unify opinions with the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance for reporting to the Prime Minister to consider and decide.

b) Re-classification as a Special State-Owned Enterprise:

- Enterprises already classified as Special State-Owned Enterprises pursuant to Decisions of the Prime Minister do not need to be re-classified.

- Parent companies in a parent-subsidiary model established by the Prime Minister's decision meeting the conditions specified in point a of Clause 2 of this Article, three years after being classified as a Special State-Owned Enterprise and having been permitted by the Prime Minister to be classified or to apply classification standards for Special State-Owned Enterprises three years after the effective date of this Circular, must reconsider their classification as a Special State-Owned Enterprise, salary grading, and application of salary grading standards for Special State-Owned Enterprises based on the conditions specified in point a above and submit a written request to the owner to unify opinions with the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance for reporting to the Prime Minister to consider and decide. For enterprises already permitted by the Prime Minister to be classified or to apply classification standards for Special State-Owned Enterprises, the owner must unify opinions with the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance and report to the Prime Minister to consider and decide.

3. State-Owned Enterprise Category and Equivalent

a) The State-Owned Enterprise Category and Equivalent applies to:

- Parent companies converted from State-Owned Enterprises or newly established as State-Owned Enterprises.

- Parent companies converted from State-Owned Enterprises that have been permitted by the Prime Minister or competent state management agencies to be classified or to apply classification standards for State-Owned Enterprises.

- Parent companies in a parent-subsidiary model meeting the following conditions:

+ Having state capital of VND 700 billion or more; profits of VND 70 billion or more; and paying taxes to the state budget of VND 70 billion or more.

+ Having five or more subsidiary units (including independent accounting units and dependent accounting units).

An enterprise meeting these conditions shall submit a written request to the owner to consider and decide after unifying opinions with the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance.

b) Re-classification as a State-Owned Enterprise:

- Parent companies converted from State-Owned Enterprises or newly established as State-Owned Enterprises do not need to be re-classified.

- Parent companies in a parent-subsidiary model meeting the conditions specified in point a of Clause 3 of this Article, three years after being classified as a State-Owned Enterprise and having been permitted by competent state management agencies to be classified or to apply classification standards for State-Owned Enterprises three years after the effective date of this Circular, must reconsider their classification as a State-Owned Enterprise, salary grading, and application of classification standards for State-Owned Enterprises based on the conditions specified in point a above and submit a written request to the owner to consider and decide after unifying opinions with the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance. For enterprises already permitted by the Prime Minister to be classified or to apply classification standards for State-Owned Enterprises, the owner must unify opinions with the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance and report to the Prime Minister to consider and decide.

4. Company Categories I, II, and III

a) Categories I, II, and III apply to remaining enterprises (excluding those specified in Clauses 1, 2, and 3 of this Article) ensuring the classification criteria and standards issued by the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance.

b) Temporary classification criteria and standards for enterprises shall be implemented according to the provisions and guidelines in Joint Circular No. 23/2005/TTLT-BLDTBXH-BTC dated August 31, 2005, of the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance guiding the classification and salary grading for specialized board members, General Directors, Directors, Deputy General Directors, Deputy Directors, and Chief Accountants of state-owned enterprises until new regulations are issued. For enterprises without classification standards or currently applying industry-specific standards, they must develop standards, report to the owner for submission to the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance for consideration and decision as the basis for enterprise classification.

c) Principles, Authority for Classification, and Time for Re-Classification:

- Enterprises base their classification on standards corresponding to their industry and business sector issued by the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance. Enterprises meeting the conditions corresponding to a certain category shall report to the owner to decide on classification accordingly. For enterprises classified as Category I, after the classification decision, the owner shall submit the classification file to the Ministry of Labor, Invalids and Social Affairs and the Ministry of Finance for monitoring and inspection.

- Within three years (thirty-six months) from the date of the classification decision, the company must be reclassified. Two months before the deadline for reclassification, the company must report to the owner regarding the reclassification decision. For companies that have not been classified or have been classified but fail to report to the owner regarding the reclassification decision as prescribed, management officials shall only be paid according to the Class III company salary scale.

5. Documents for Classification and Reclassification

The documents for classification or reclassification, and application of salary scales based on company classification as stipulated in Clause 2, Clause 3, and Clause 4 of Article 5 of this Circular include:

a) A letter requesting classification or reclassification, and application of salary scales based on company classification.

b) A detailed explanatory report on the criteria for classification according to the prescribed conditions.

c) Copies of financial reports for the two consecutive preceding years and the plan for the year requesting classification or reclassification.

d) A consolidated table of data on the criteria for classification according to the prescribed standards.

Article 6. Salary Adjustment When Company Classification Changes

1. When the company classification changes or when a dedicated management official changes positions, the salary of the dedicated management official must be adjusted according to the new company classification or position and job responsibilities, without retaining the previous salary level.

2. The adjustment of salaries for dedicated management officials when the company classification changes or when a dedicated management official changes positions or is temporarily appointed shall be implemented according to the provisions and guidance set forth in Joint Circular No. 23/2005/TTLT-BLDTBXH-BTC dated August 31, 2005, issued by the Ministry of Labor, Invalids, and Social Affairs and the Ministry of Finance until new regulations are issued.

Section 3

MANAGEMENT OF SALARIES, FEES, AND BONUSES FOR

MANAGEMENT OFFICERS

Article 7. Principles for Determining and Paying Salaries, Fees, and Bonuses

1. The salary for dedicated management officials is determined and paid based on production and business efficiency, management results, and control outcomes, with a maximum benefit cap. In cases where the Chairman of the Board of Members or the dedicated Chairman of the company also serves as the General Director or Director, they may only receive the salary of the highest-ranking position.

2. Fees for non-dedicated management officials at the company are calculated based on work and working hours. The fee level is determined by the company but cannot exceed 20% of the salary of the corresponding dedicated management official. If the company does not have dedicated Board of Member members or dedicated Supervisors, the fees for non-dedicated Board of Member members and non-dedicated Supervisors are calculated relative to the salary of Deputy General Directors or Deputy Directors; the fee for a non-dedicated Chairman of the company is calculated relative to the salary of the General Director or Director.

3. For management officials at the company who are appointed as representatives of contributed capital in other companies or enterprises, the fee paid by those other companies or enterprises shall be remitted back to the company. The Board of Members or the Chairman of the company decides on payment based on the degree of task completion according to the company's charter, but it shall not exceed 50% of the actual salary received at the company. Any remaining amount (if applicable) shall be recorded as other income of the company.

4. The management official salary and fee fund is determined annually and separated from the employee salary fund. Based on the planned management official salary and fee fund determined by the company, management officials are temporarily advanced 80% of the estimated salary and fee for that month; the remaining 20% is settled and paid out at the end of the year. The management official salary and fee fund is accounted for in production costs or business expenses and reflected as a separate item in the annual financial report of the company.

5. Management bonuses are determined annually based on production and business efficiency, management results, and control outcomes, with part paid at the end of the year and the remainder paid after the term ends.

6. The planned management official salary and fee fund, the actual management official salary and fee fund, and the management bonus fund are determined by the company according to government regulations and the provisions of this Circular; the actual management official salary and fee fund and the management bonus fund must be submitted for approval by the owner prior to implementation.

7. The salary, bonuses, and fees for Supervisors are determined according to this Circular, and the company must allocate them to the owner (or the Ministry of Finance for Financial Supervisors at state-owned economic groups) to form a common fund for paying Supervisors as follows:

a) The total salary and fee fund for Supervisors shall not exceed the total amounts of salary and fees for Supervisors determined and allocated by the companies to the owner (or the Ministry of Finance).

b) The total salary and fee fund is paid out annually, linked to the degree of task completion by the Supervisor according to the owner's (or the Ministry of Finance's) regulations:

- If tasks are completed well, the salary and fees received will increase, but not exceeding 1.3 times the salary and fees of the Supervisor determined and allocated by the company.

- If tasks are completed, the salary and fees will be equal to the salary and fees of the Supervisor determined and allocated by the company.

- If tasks are not completed, the salary and fees received will decrease, but not less than 70% of the salary and fees of the Supervisor determined and allocated by the company, and the salary of the lowest-paid dedicated Supervisor shall be equal to the salary level specified in Clause 1, Article 3 of this Circular.

c) The common bonus fund is paid out partially at the end of the year, with the remainder paid after the term ends as stipulated in Article 11 of this Circular.

Article 8. Plan Salary and Remuneration Fund

The company shall determine and decide on the plan salary and remuneration fund for managerial staff as follows:

1. Plan Salary Fund for Dedicated Managerial Staff

a) The plan salary fund is determined based on the number of planned dedicated managerial staff and the average planned salary level.

b) The average salary level to determine the plan salary fund is based on the basic wage stipulated in Appendix II issued together with Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government, averaged among the dedicated managerial staff in the company (hereinafter referred to as the basic wage) and production and business targets compared to actual production and business performance of the previous year as follows:

- If the company maintains and develops state capital, profit, and labor productivity higher than the previous year's performance, then the maximum average planned salary level equals 1.5 times the basic wage.

- If the company maintains and develops state capital, profit, and labor productivity equal to the previous year's performance, then the maximum average planned salary level equals the basic wage.

- If the company maintains and develops state capital, profit, and labor productivity lower than the previous year's performance, then the average planned salary level is lower than the basic wage.

- If the company has no profit or incurs a loss, then the maximum average planned salary level equals the salary level prescribed in Clause 1, Article 3 of this Circular.

2. Plan Remuneration Fund for Non-Dedicated Managerial Staff

The plan remuneration fund is determined based on the number of planned non-dedicated managerial staff and the remuneration level prescribed in Clause 2, Article 7 of this Circular.

3. Advance Payment of Salary and Remuneration

a) Based on the plan salary and remuneration funds, the company advances payment of salary and remuneration for managerial staff according to the provisions of Clause 4, Article 7 of this Circular.

b) For the salary and remuneration of Supervisors, the company sets aside and transfers to the owner (or the Ministry of Finance for financial supervisors at state-owned economic groups) to advance payment for Supervisors.

Article 9. Actual Salary Fund of Dedicated Managerial Staff

1. The actual salary fund of dedicated managerial staff is determined according to the following formula:

V_thqlct = L_qlct x (1 - kcs)_Lbqth x 12     (1)

Where:

- V (VND/year): is the total investment capital allocated annually for the usable area of social housing for rent, ensuring the preservation of capital, calculated according to the following formula:_thqlct: Actual salary fund of dedicated managerial staff.

-_qlct: Average number of dedicated managerial staff actually calculated monthly.

- TL_bqth: Average actual salary level of dedicated managerial staff, determined according to the provisions of Clause 2 of this Article.

- 12: Number of months in a year, in case of newly established companies, it is calculated based on the actual number of months of operation.

2. The average actual salary level is determined based on the average monthly basic wage, linked to the increase (or decrease) in production and business targets achieved in the year compared to the previous year as follows:

a) If the company meets all conditions: maintaining and developing state capital; paying taxes as prescribed; achieving a higher profit in the year compared to the previous year and average labor productivity not decreasing compared to the previous year, then the average actual salary level is determined as follows:

TL_bqth = TL_cb + H_ln x TL_cb    (2)

Where:

- TL_bqth: Actual average wage level.

- TL_cb: Basic wage calculated according to point b, Clause 1 of Article 8 of this Circular.

- Central agencies of political-social organizations;_ln: Additional wage coefficient relative to the basic wage level linked to profit growth as follows:

+ For companies with annual realized profit under VND 500 billion: if the annual realized profit increases less than 5% compared to the previous year, H_ln is calculated at a maximum of 0.3; if the annual realized profit increases from 5% to less than 7% compared to the previous year, H_ln is calculated at a maximum of 0.4; if the annual realized profit increases by 7% or more compared to the previous year, H_ln shall be calculated at a maximum of 0.5.

+ For companies with annual realized profit of VND 500 billion or more: if the annual realized profit increases less than 3% compared to the previous year, H_ln is calculated at a maximum of 0.3; if the annual realized profit increases from 3% to less than 5% compared to the previous year, H_ln is calculated at a maximum of 0.4; if the annual realized profit increases by 5% or more compared to the previous year, H_ln shall be calculated at a maximum of 0.5.

In cases where the company ensures maintenance and development of state capital; pays taxes as prescribed; achieves a higher profit in the year compared to the previous year, but the average labor productivity (after excluding objective factors as prescribed) is lower than the previous year's performance, after determining the average actual salary level according to formula (2), the company must reduce the salary by the principle that for every 1% decrease in average labor productivity achieved in the year compared to the previous year, there is a 1% reduction in the average actual salary level of managerial staff. The average labor productivity is determined according to the guidelines in Appendix I issued together with Circular No. 18/2013/TT-BLĐTBXH dated September 9, 2013 of the Ministry of Labor, Invalids and Social Affairs guiding the management of labor, wages, and bonuses for employees in limited liability companies wholly owned by the State.

b) If the company meets all conditions: maintaining and developing state capital; paying taxes as prescribed; achieving a profit in the year equal to the previous year's profit, then the average actual salary level equals the average monthly basic wage.

For companies implementing public goods products or services ordered by the State or operating without profit objectives, when determining the average actual salary level according to the above regulations, the company may substitute the profit target with the volume of products or services, tasks completed, where the volume of products or services, tasks completed is not lower than the previous year's performance, then the average actual salary level equals the basic wage.

c) If the company's realized profit in the year is lower than the previous year's profit, then the average actual salary level is determined as follows:

TL_bqth = TL_cb - TL_ln    (3)

Where:

- TL_bqth: Actual average wage level.

- TL_cb: Basic wage calculated according to point b, Clause 1 of Article 8 of this Circular.

- TL_lnThe amount of salary reduction based on profit shall be calculated according to the following formula:

   (4)

"5. The pre-tax weighted average cost of capital i (%) is determined according to the formula below:_ENVIRONMENT st_thntProfit realized in the year and profit realized in the immediately preceding year.

The average salary level after calculation according to formula (3) shall ensure a minimum of 1.2 times the average salary level prescribed in Clause 1, Article 3 of this Circular.

d) If the company does not have profit, then depending on the degree of achievement of production and business targets in the year compared to the realization of the immediately preceding year and compared to the plan, the average salary level realized shall be determined at a minimum equal to the average salary level prescribed and a maximum not exceeding 1.2 times the average salary level prescribed in Clause 1, Article 3 of this Circular.

đ) If the company incurs losses, the average salary level realized shall be equal to the average salary level prescribed in Clause 1, Article 3 of this Circular.

3. When determining the average salary level realized from 2014 onwards as stipulated in points a and b, Clause 2 of this Article, in cases where the company maintains and develops state capital; pays taxes to the budget as prescribed; realizes a higher profit than that of the immediately preceding year for companies stipulated in point a or realizes a profit equal to that of the immediately preceding year or achieves a volume of products, services, tasks not lower than that of the immediately preceding year for companies stipulated in point b, and if the average salary level realized is lower than the average salary level realized in the immediately preceding year, it shall be calculated as the average salary level realized in the immediately preceding year.

4. When determining the salary fund and the average salary level realized as prescribed in Clause 1 and Clause 2 of this Article, the company shall exclude objective factors affecting profit realization, including:

a) The State has a decision to intervene to stabilize the market, provide corporate income tax incentives, increase or decrease state capital, require increased depreciation to recover capital quickly.

b) The company implements products or services priced or managed by the State, implements social welfare programs as prescribed by the Government; receives or transfers the right to represent state ownership capital for enterprises undergoing restructuring as directed by the Prime Minister; invests new, expands production and business. For lottery operating companies, the difference (higher or lower) in actual payouts in the year compared to the realization of the immediately preceding year shall be excluded.

Excluding the above objective factors shall be carried out according to the principle: the portion of profit affected by objective factors must be quantified and calculated with specific data; objective factors increasing profit must be deducted from the additional profit, and objective factors reducing profit shall be added to the profit reduction index for determining the average salary level realized.

The company determines the remaining salary fund for professional management staff as follows:

a) The remaining salary fund is determined based on the realized salary fund prescribed in Clause 1 and Clause 2 of this Article and the salary fund temporarily allocated to management staff as prescribed in Article 8 of this Circular. In cases where the temporarily allocated and expended salary fund exceeds the realized salary fund, the professional management staff and the company must repay the excess salary expenditure immediately within the year.

b) As for the remaining salary of the professional Inspector, the company determines and transfers to the owner (or the Ministry of Finance for financial Inspectors at state-owned economic groups) for payment to the Inspector. In cases where the transferred salary exceeds the realized salary fund of the Inspector, the Inspector and the owner must repay the company immediately within the year.

Article 10. Fund for remuneration of non-professional managerial staff

Clause 1. The fund for remuneration of non-professional managerial staff shall be calculated based on the actual number of non-professional managerial staff at various points throughout the year, working time, the level of implemented salary of professional managerial staff, and the remuneration ratio determined by the company according to the provisions of Clause 2, Article 7 of this Circular.

Clause 2. Based on the fund for remuneration prescribed in Clause 1 of this Article and the advance remuneration fund for non-professional managerial staff stipulated in Article 8 of this Circular, the company shall determine the remaining remuneration. In cases where the advance remuneration exceeds the implemented remuneration fund, the non-professional managerial staff and the company must immediately repay the excess remuneration paid out within the year.

Clause 3. As for the remaining remuneration of non-professional Supervisors, the company shall determine and transfer it to the owner (or the Ministry of Finance for financial supervisors in state-owned economic groups) for payment to the Supervisor. In cases where the transferred amount exceeds the implemented remuneration fund of the Supervisor, the Supervisor and the owner must immediately repay the company within the year.

Article 11. Annual bonus fund for managerial staff

Clause 1. The annual bonus fund for both professional and non-professional managerial staff shall be implemented in accordance with the Government's regulations on state capital investment in enterprises and financial management for enterprises wholly owned by the State, and the guidelines of the Ministry of Finance.

Clause 2. The annual bonus fund prescribed in Clause 1 of this Article shall allocate 90% annually for end-of-year bonuses tied to production and business performance and criteria for assessing the completion of tasks by managerial staff as stipulated by the Government's regulations on financial oversight, assessment of operational effectiveness, and financial information disclosure for enterprises owned by the State, the guidelines of the Ministry of Finance, and the bonus regulations of the company.

Clause 3. The remaining portion of the annual bonus fund (10% of the annual bonus fund) shall be established as a term bonus fund, used to award bonuses upon the completion of the term based on the degree of task completion by each managerial staff member during their term as follows:

Point a. In cases where all years within the term have been completed satisfactorily, the managerial staff member shall receive the entire portion of the bonus from the term bonus fund.

Point b. In cases where there is one year within the term that has not been completed satisfactorily, the managerial staff member shall only receive 50% of the bonus from the term bonus fund.

Point c. In cases where two or more years within the term have not been completed satisfactorily, the managerial staff member shall not receive any portion of the bonus from the term bonus fund.

The remaining portion of the term bonus fund mentioned in Points b and c above shall be recorded as other income of the company.

The term for determining the term bonus fund of managerial staff shall be calculated based on the term of the Chairman of the Board of Members (or the Chairman of the company). In cases where the start date of the term of the Chairman of the Board of Members (or the Chairman of the company) is before May 1, 2013, the term shall be calculated for the remaining period of the term.

Clause 4. As for the bonus of Supervisors, the company shall determine and transfer it to the owner (or the Ministry of Finance for financial supervisors in state-owned economic groups) for payment to the Supervisor.

Article 12. Payment of Salary, Remuneration, and Bonuses

1. The salary, remuneration, and bonuses paid to managerial staff shall be implemented according to the salary payment regulations, remuneration regulations, and bonus regulations for managerial staff of the company.

2. The salary payment regulations, remuneration regulations, and bonus regulations for managerial staff shall be established by the company in accordance with the provisions of the law, ensuring democracy, transparency, and clarity, and being linked to the level of contribution to production and business efficiency, management results, and the responsibilities of managerial staff.

3. When establishing the salary payment regulations, remuneration regulations, and bonus regulations for managerial staff, there must be participation from the Company Trade Union Executive Committee and approval from the owner before implementation.

4. Based on the actual salary, remuneration, and bonus fund, the salary payment regulations, remuneration regulations, and bonus regulations for managerial staff, the company pays salary, remuneration, and bonuses to each managerial staff member. For Supervisors, their salary, remuneration, and bonuses are decided by the owner (or the Ministry of Finance for Financial Supervisors at state-owned economic groups) according to the provisions of Article 7 of this Circular.

Section 4

RESPONSIBILITY FOR IMPLEMENTATION

Article 13. Responsibilities of the Board of Members or the Company Chairman

1. The decision to adjust the salary grade for full-time managerial staff within the authority to appoint based on the Table of Salary Coefficients for Full-Time Managerial Staff attached as Appendix I to Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government; report to the owner for the decision to adjust the salary grade for full-time managerial staff within the owner's authority to appoint.

2. In the first quarter of each year, direct the General Director or Director to determine the planned salary and remuneration fund to submit to the Board of Members or the Chairman of the company for decision; decide on the advance payment of salary and remuneration for managerial staff.

3. Report to the owner and simultaneously send to the Supervisor the salary, remuneration, and bonuses according to Form Nos. 1, 2, 3, 4, and 5 attached to this Circular as follows:

a) By no later than January 15 each year, determine the actual salary, remuneration, and bonus fund of managerial staff linked to production and business performance indicators to report to the owner for approval. The report on determining the salary, remuneration, and bonus fund must explain the basis for building salaries and data according to Form No. 1.

During the annual financial statement review process, if there are changes in actual production and business performance indicators, determine and report to the owner for adjustment and approval of the actual salary, remuneration, and bonus fund of the previous year by no later than March 1 each year.

b) By no later than March 31 each year, report on the determination of the planned salary and remuneration fund of the company according to Form No. 2; report on the salary, remuneration, bonus, and average monthly income of the previous adjacent year of each managerial staff according to Form No. 3 and the situation of collection, payment, and disbursement of remuneration for full-time managerial staff representing the share capital in other companies according to Form No. 4.

c) By no later than July 30 each year, report on the implementation of the salary fund and advance salary payment linked to the production and business performance indicators of the first six months of the year according to Form No. 5.

For the parent company of state-owned economic groups, the parent company of special-class State-owned Joint Stock Companies, Vietnam Airports Corporation, Vietnam Civil Aviation Authority, Northern Vietnam Maritime Safety Assurance Corporation, Southern Vietnam Maritime Safety Assurance Corporation, and Vietnam Post Corporation, when reporting to the owner, simultaneously send to the Ministry of Labor, Invalids, and Social Affairs for monitoring and supervision.

4. Establish the salary payment regulations, remuneration regulations, and bonus regulations for managerial staff and report to the owner before implementation.

5. Implement the payment of salary, remuneration, and bonuses to managerial staff according to the company's salary payment regulations, remuneration regulations, and bonus regulations.

6. Determine the amount of salary, remuneration, and bonuses for Supervisors according to the provisions of this Circular and allocate to the owner for payment linked to the degree of completion of tasks by Supervisors.

7. Establish regulations, assess the degree of completion of tasks, and decide on the remuneration received for managerial staff representing the share capital in other companies.

8. Provide relevant documents and reports on the implementation of the salary, remuneration, and bonus system when requested by the Supervisor; review the content of the Supervisor's recommendations (if any) to direct corrections and adjustments in accordance with the regulations.

9. By no later than March 31 each year, publicly announce on the company's website about the salary, remuneration, bonuses, and average monthly income of the previous adjacent year of each managerial staff.

Article 14. Responsibilities of the Inspector

1. Review, inspect, supervise, and periodically report to the owner on the implementation of the responsibilities of the Board of Members or the Chairman of the company, the General Director or Director as prescribed by the Government and this Circular.

2. Propose the Board of Members or the Chairman of the company to direct corrections and adjustments if non-compliant content is found during the review and inspection process. If the Board of Members or the Chairman of the company does not implement, report to the owner for prompt handling.

3. Conduct reviews and appraisals of the determination of the actual salary fund to report to the owner within 15 days from receiving the report of the Board of Members or the Chairman of the company. The Supervisor is responsible for the accuracy and honesty of the appraisal report.

Article 15. Responsibilities of the Owner

1. Organize the implementation and guidance on the salary, remuneration, and bonus system for managerial staff as prescribed in this Circular for companies assigned as owners.

2. Decide on the adjustment of the salary grade for full-time managerial staff within the authority to appoint based on the Table of Salary Coefficients for Full-Time Managerial Staff attached as Appendix I to Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government.

3. Receive, monitor, and supervise the determination of the payroll fund, planned remuneration, implementation of the payroll fund, and advance payment of six months' salary of the company; the situation of collecting, paying, and disbursing remuneration for management officials representing the share capital in other companies. In case of discovering that the determination of the payroll fund and advance payment of salary does not comply with regulations, direct the company to adjust according to the regulations.

4. Receive and approve the actual payroll fund, remuneration, and previous year's bonus fund for company management officials no later than January 31 each year. In case the company requests adjustment of the actual payroll fund, remuneration, and bonus fund as stipulated in Clause 3, Article 13 of this Circular, approval must be made no later than March 15 each year. For the actual payroll fund and remuneration of management officials in state-owned enterprise parent companies and economic groups, the owner shall approve after obtaining the agreement of the Ministry of Labor, Invalids, and Social Affairs.

5. Send to the Ministry of Labor, Invalids, and Social Affairs (with Form No. 6 attached to this Circular) after approving the actual payroll fund, remuneration, and bonus fund for management officials in state-owned enterprise parent companies, special-class state-owned enterprise parent companies, Vietnam Air Traffic Management Corporation, Vietnam Airports Corporation, Northern Vietnam Maritime Safety Assurance Corporation, Southern Vietnam Maritime Safety Assurance Corporation, and Vietnam Post Corporation for consolidation and monitoring.

6. Receive, review, and provide comments on the wage, remuneration, and bonus system for management officials of the company.

7. Organize management, evaluation, payment of wages, remuneration, bonuses, and implement related systems for Supervisors and Shareholders' Representatives (separately between Supervisors and Shareholders' Representatives):

a) Receive and manage the salary, remuneration, and bonus funds of Supervisors contributed by the company; remuneration and bonuses paid by other companies to form a common remuneration and bonus fund for Supervisors and a common remuneration fund for Shareholders' Representatives.

b) Develop the Evaluation Regulation for Supervisors and the Evaluation Regulation for State-Owned Shareholders' Representatives as a basis for evaluating the level of task completion and payment of wages, remuneration, and bonuses. These Regulations shall be reviewed by Supervisors and State-Owned Shareholders' Representatives before being officially issued.

c) Pay wages, remuneration, and bonuses to Supervisors; remuneration and bonuses to State-Owned Shareholders' Representatives. The amount of wages, remuneration, and bonuses for each individual is linked to the level of task completion assigned according to this Circular.

8. No later than May 31 each year, publicly announce the actual payroll fund, remuneration, bonus fund, and the previous year's monthly average income of each management official on the website of the owner's agency, while compiling according to Forms No. 6, 7, and 8 attached to this Circular and sending them to the Ministry of Labor, Invalids, and Social Affairs for monitoring.

9. Regularly organize inspections and supervision and take responsibility before the Government and Prime Minister regarding the implementation of wage, remuneration, and bonus systems for companies designated as owners.

Article 16. Responsibilities of the Ministry of Labor, Invalids and Social Affairs

1. Implement tasks related to the rights and obligations of the owner towards a single-member limited liability company owned by the State as assigned by the Government.

2. Take the lead and coordinate with relevant ministries and sectors to adjust the basic wage when the consumer price index increases by 10% or more compared to the last regulation or recent adjustment serving as a basis for companies to establish their actual payroll fund.

3. Participate in providing opinions for the owner to decide on the actual payroll fund and remuneration for management officials of state-owned enterprise parent companies and economic groups.

4. Coordinate with the owner to supervise the wages, remunerations, and bonuses of management officials in state-owned enterprise parent companies, special-class state-owned enterprise parent companies, Vietnam Air Traffic Management Corporation, Vietnam Airports Corporation, Northern Vietnam Maritime Safety Assurance Corporation, Southern Vietnam Maritime Safety Assurance Corporation, and Vietnam Post Corporation as follows:

a) Receive reports on determining the payroll fund, planned remuneration; the implementation of the payroll fund and advance payment of six months' salary; the determination and decision on the actual payroll fund and remuneration of the company.

b) Review the determination of wages and remuneration in the company's reports and those of the owner according to state regulations.

c) Coordinate with the owner to periodically organize inspections and supervision of the determination of the payroll fund, remuneration, advance payment of salary, and payment of wages by the company every six months.

During the review, inspection, and supervision process, if non-compliance with regulations in determining the payroll fund and remuneration is discovered, provide comments for the owner to direct the company to adjust or rectify according to regulations.

5. Take the lead and coordinate with the Ministry of Finance to study, develop, and issue standards for ranking companies as a basis for setting wages and determining the basic wage level for management officials based on the company's ranking.

6. Inspect, check, and supervise the implementation of the provisions of this Circular and compile the situation of wages, remuneration, and bonuses of management officials in companies and regularly report to the Prime Minister.

Article 17. Responsibilities of the Ministry of Finance

1. Receive and manage the salary, remuneration, and bonus funds for Financial Supervisors contributed by state-owned economic groups.

2. Develop regulations and evaluate the level of task completion and pay wages, remuneration, and bonuses to Financial Supervisors at state-owned economic groups after obtaining the opinion of the Ministry of Labor, Invalids, and Social Affairs.

3. Coordinate with the Ministry of Labor, Invalids, and Social Affairs to study, develop, and issue standards for ranking companies as a basis for setting wages and determining the basic wage level for management officials in companies.

Section 5

IMPLEMENTING PROVISIONS

Article 18. Effective Date

1. This Circular takes effect from October 25, 2013.

2. Circular No. 27/2010/TT-BLDTBXH dated September 14, 2010 of the Ministry of Labor, Invalids and Social Affairs guiding the management of labor, wages, remuneration, and bonuses in a limited liability company with state ownership; Circular No. 19/2007/TT-BLDTBXH dated October 4, 2007 of the Ministry of Labor, Invalids and Social Affairs guiding the implementation of Decree No. 141/2007/NĐ-CP dated September 5, 2007 of the Government on wage regulations for parent companies with state ownership and their subsidiaries within economic groups; Circular No. 08/2005/TT-BLDTBXH dated January 5, 2005 of the Ministry of Labor, Invalids and Social Affairs guiding the implementation of Decree No. 207/2004/NĐ-CP dated December 14, 2004 of the Government on wage, bonus, and responsibility systems for members of the Board of Directors, General Managers, and Directors of state-owned companies, and previous regulations contrary to this Circular shall cease to be effective from the date this Circular takes effect.

3. The provisions set forth in this Circular shall be applied from May 1, 2013. The wage fund for full-time managerial staff for the year 2013 shall be determined in two stages (from January 1 to April 30 and from May 1 to December 31) in accordance with the guidance provided in Appendix I attached hereto.

4. In addition to the wage fund calculated according to formula (1), managerial staff in certain special industries shall also receive a safety bonus in accordance with Decision No. 234/2005/QĐ-TTg dated September 26, 2005, Decision No. 43/2012/QĐ-TTg dated October 12, 2012 of the Prime Minister, and the Circulars issued by the Ministry of Labor, Invalids and Social Affairs, and the Ministry of Finance.

5. The parent company of the Vietnam Military Telecommunications Group shall continue to apply the provisions of Decree No. 65/2011/NĐ-CP dated July 29, 2011 of the Government on piloting the management of wages for the parent company of the Vietnam Military Telecommunications Group during the period 2011-2013 and Joint Circular No. 26/2011/TTLT-BLDTBXH-BQP dated November 12, 2011 of the Ministry of Labor, Invalids and Social Affairs and the Ministry of National Defense to determine the wages for 2013.

Article 19. Application to other companies, organizations, and representatives of state capital.

1. The parent company of the Vietnam Military Telecommunications Group shall continue to apply the provisions of Decree No. 65/2011/NĐ-CP dated July 29, 2011 of the Government on piloting the management of wages for the parent company of the Vietnam Military Telecommunications Group during the period 2011-2013 and Joint Circular No. 26/2011/TTLT-BLDTBXH-BQP dated November 12, 2011 of the Ministry of Labor, Invalids and Social Affairs and the Ministry of National Defense to determine the wages for 2013.

2. Organizations and units currently applying wage systems similar to those of state-owned companies prior to the issuance of this Circular or limited liability companies with state ownership as stipulated by competent state authorities, or limited liability companies with state ownership as stipulated in Clause 1 of this Circular, shall manage labor, wages, and bonuses for managerial staff in accordance with the provisions of this Circular and other relevant documents as prescribed by the Government and the Prime Minister.

3. A person appointed by the owner to represent state capital in a joint-stock company or a company with state equity, working under a part-time system without being fully dedicated to the management board or executive board of the company, if they receive remuneration or bonuses from the company, must submit these amounts to the owner to form a common fund, based on which the owner will pay the representative according to their performance in fulfilling assigned tasks, following the principles applicable to Supervisors as stipulated in Clause 7, Article 7 of this Circular.

Article 20. Responsibility for Implementation

1. The Minister, Head of a ministry equivalent to a ministry, Head of a government agency, Chairman of the People's Committee of a province or centrally governed city shall be responsible for directing, urging, inspecting, and supervising companies to comply with the provisions of this Circular.

2. The Board of Members or the Chairman of the parent company referred to in Article 1 of this Circular shall organize the management of labor, wages, and bonuses for managerial staff of limited liability companies with state ownership based on the content of labor management, wages, and bonuses stipulated in this Circular.

3. Political organizations and political-social organizations shall consider and decide on the application of the provisions of this Decree to managerial staff of limited liability companies with state ownership.

4. Agencies and organizations representing state capital in controlling joint-stock companies or companies with state equity shall direct the representatives of capital to base their decisions or proposals to the Board of Directors or Board of Members on certain provisions of this Circular, to ensure that the wage, remuneration, and bonus systems for managerial staff of state-controlling joint-stock companies are appropriate to actual conditions and consistent with overall state management.

During the implementation process, if there are difficulties, agencies, organizations, and companies are advised to reflect these issues to the Ministry of Labor, War Invalids and Social Affairs for timely supplementary guidance./.