Circular No. 27/2016/TT-BLDTBXH guiding the implementation of salary, remuneration, and bonuses for managers of limited liability companies with 100% state-owned charter capital.

CIRCULAR

GUIDELINES FOR IMPLEMENTING THE SALARY, REMUNERATION, AND BONUS REGIME FOR MANAGERS OF STATE-OWNED SINGLE-MEMBER JOINT STOCK COMPANIES WITH 100% CAPITAL CONTROL

BASED ON Decree No. 106/2012/ND-CP dated December 20, 2012 of the Governmenty p, use Internet services and information on the network;onPursuant to Decree No. 61/2015/NĐ-CP dated July 9, 2015 of the Government on employment support policies and the National Employment Fund

BASED ON Decree No. 52/2016/ND-CP dated June 13, 2016 of the Government stipulating salaries, remunerations, and bonuses for managers of state-owned single-member joint stock companies with 100% capital controlNo.n salary;

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

The Minister of Labor, Invalids and Social Affairs issues this Circular to guide the implementation of the salary, remuneration, and bonus regime for managers of state-owned single-member joint stock companies with 100% capital control as prescribed in Decree No. 52/2016/ND-CP dated June 13, 2016 of the Government stipulating salaries, remuneration, and bonuses for managers of state-owned single-member joint stock companies with 100% capital control (hereinafter referred to as Decree No. 52/2016/ND-CP of the Government).

Section 1. GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular guides the implementation of regulations on salaries, remuneration, and bonuses for managers (excluding General Directors or Directors, Deputy General Directors or Deputy Directors, Chief Accountants working under labor contracts) in state-owned single-member joint stock companies with 100% capital control as stipulated in Article 1 of Decree No. 52/2016/ND-CP of the Government.

2. State-owned single-member joint stock companies with 100% capital control refer to single-member joint stock companies as defined in Article 1 of Decree No. 52/2016/ND-CP (hereinafter referred to collectively as the company).

Article 2. Applicability

The application objects of this Circular shall be implemented according to the provisions of Article 2 of Decree No. 52/2016/ND-CP of the Government.

Article 3. Principles for Determining and Paying Salaries, Remunerations, and Bonuses

1. Salaries for dedicated company managers shall be determined and paid based on production and business efficiency, management results, operation or supervision outcomes, with a maximum benefit cap and ensuring reasonable parity with the salaries of employees within the company. In cases where the Chairman of the company concurrently holds the position of General Director or Director, they may only receive the salary of the highest-ranking position.

2. Remuneration for non-dedicated company managers shall be calculated based on tasks and working hours, but shall not exceed 20% of the salary of corresponding dedicated company managers. In cases where the company does not have dedicated members of the Board of Members or Supervisors, the remuneration of non-dedicated members of the Board of Members or Supervisors shall be calculated relative to the salary of Deputy General Directors or Deputy Directors; the remuneration of non-dedicated Chairmen of the company shall be calculated relative to the salary of General Directors or Directors.

3. For managers who are appointed as representatives of the company's shareholdings in multiple other companies or enterprises with the company's shareholdings, the remuneration paid by those other companies or enterprises shall be submitted back to the company for payment based on the completion of tasks, but 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 fund for salaries and remuneration of company managers shall be determined annually, separate from the employee salary fund, established by the company and submitted for approval by the representative body of the owner. Monthly, managers shall receive a provisional advance of 80% of the provisional salary and remuneration for that month; the remaining 20% shall be settled and paid out at the end of the year.

5. The fund for salaries and remuneration of company managers shall be recorded in production costs or business expenses and reflected as a separate item in the annual financial report of the company.

6. Bonuses for company managers shall be determined annually based on production and business efficiency, management results, operation or supervision outcomes, and partially paid at the end of the year, with the remainder paid after the completion of their term.

7. Contributions to social insurance, health insurance, and other amounts as prescribed by law for the Head of the Supervisory Board and dedicated Supervisors shall be handled by the company. After deducting these contributions, the company shall transfer the salaries, bonuses, and remuneration of the Head of the Supervisory Board and Supervisors to the representative body of the owner to form a common fund for evaluation and payment based on the degree of task completion. For Financial Supervisors at state-owned economic groups, the state-owned economic group shall transfer to the Ministry of Finance to form a common fund for evaluation and payment.

Section 2. TRANSFER AND RANKING OF SALARIES FOR MANAGERS OF STATE ENTERPRISES

Article 4. Transfer of Pay Grade

1. Managers of state enterprises shall be transferred and ranked according to their position and the level of the enterprise based on the Table of Salary Coefficients for Managers of State Enterprises attached as Appendix I to Decree No. 52/2016/NĐ-CP dated June 13, 2016 issued by the Government. The salary coefficient in Appendix I multiplied by the basic wage rate prescribed by the Government at each period (hereinafter referred to as the monetary wage system) shall serve as the basis for implementing social insurance, health insurance, and resolving other benefits in accordance with the law. When the Government adjusts the basic wage rate or issues new regulations, such new regulations shall be implemented.

2. For enterprises with the position of Chairman of the Supervisory Board, the transfer and ranking of salaries shall be based on the current salary coefficient according to the principle: placed in Grade 1 if the current salary coefficient is equal to or lower than the salary coefficient of Grade 1. The time for increasing the salary grade shall be calculated from when the Grade 1 salary was assigned. In cases where 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, the time for the next increase in salary grade shall be calculated from when the current salary coefficient was assigned; placed in Grade 2 if the current salary coefficient is higher than the salary coefficient of Grade 1.

Article 5. Promotion of Salary Grades

1. Managers of state enterprises currently ranked at Grade 1 shall be considered for promotion when they meet the following conditions: having held Grade 1 for three years or more; completing annual tasks according to criteria set by the Government; not violating responsibility systems as stipulated by labor laws; and not being under disciplinary action.

2. Enterprises shall report to the competent authority within their management hierarchy to consider and decide on the promotion of salary grades for managers of state enterprises who meet the conditions specified in Clause 1 of this Article.

Article 6. Classification of Enterprises for Salary Ranking

1. The Group Enterprise category shall apply to the parent company of a State Economic Group decided by the Prime Minister to convert or establish.

2. The Special State Corporation category shall apply to:

a) Companies converted from State Corporations or state-owned companies that have been classified as Special State Corporations according to the Decision of the Prime Minister.

b) Companies converted from State Corporations or state-owned companies permitted by the Prime Minister to rank salaries and apply the Special State Corporation salary classification.

c) Parent companies in a parent-subsidiary model meeting the following conditions: playing a significant role in the economy; having financial indicators and average labor force over three years, including state capital (including capital from the state budget, capital received from the state budget, capital from development funds at the company, restructuring support funds, government-guaranteed credit, state development investment credit, and other capital invested by the state in the company) of 25,000 billion VND or more, profit of 200 billion VND or more, tax payment to the state budget of 200 billion VND or more, and having ten or more subsidiaries (including dependent accounting units and independent accounting units held 100% equity and controlling shares by the company) or having a total workforce of the parent company and subsidiaries of 10,000 people or more. Companies meeting these conditions must submit a request to the representative body of the owner for consensus with the Ministry of Labor, Invalids, and Social Affairs and the Ministry of Finance before reporting to the Prime Minister for consideration and decision.

3. The State Corporation and equivalent category shall apply to:

a) Parent companies converted from State Corporations or newly established as State Corporations.

b) Parent companies converted from state-owned companies permitted by the Prime Minister or competent state management agencies to rank salaries and apply the State Corporation salary classification.

c) Parent companies in a parent-subsidiary model meeting the following conditions: playing a significant role in the economy; having financial indicators and average labor force over three years, including state capital of 18,000 billion VND or more, profit of 100 billion VND or more, tax payment to the state budget of 100 billion VND or more, and having five or more subsidiaries or a total workforce of the parent company and subsidiaries of 7,000 people or more. Companies meeting these conditions must submit a request to the representative body of the owner for consideration and decision after reaching consensus with the Ministry of Labor, Invalids, and Social Affairs and the Ministry of Finance.

4. Company Categories I, II, and III

a) Company Categories I, II, and III shall apply to remaining companies (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.

b) Temporary classification criteria and standards for companies shall be implemented according to the guidelines in Circular Joint No. 23/2005/TTLT-BLĐTBXH-BTC dated August 31, 2005 issued by the Ministry of Labor, Invalids, and Social Affairs and the Ministry of Finance guiding the classification and ranking of salaries for full-time members of the Board of Directors, General Directors, Directors, Deputy General Directors, Deputy Directors, and Chief Accountants of state-owned companies until new documents are issued.

Companies shall base their classification on the corresponding standards for industry and business sectors. If a company meets the conditions according to the corresponding standard for a certain category, it shall report to the representative body of the owner to decide on classification according to that category. For companies classified as Category I, after the classification decision, the representative body of the owner shall send the classification file to the Ministry of Labor, Invalids, and Social Affairs for monitoring and inspection.

Article 7. Re-ranking of companies

1. The parent company of an Economic Group, a parent company converted from a State-owned Corporation or newly established as a Corporation currently ranked according to the Corporation level shall not be re-ranked.

2. A company that has been ranked, graded, and applied grading according to the special Corporation level; ranked, graded, and applied grading according to the Corporation level, after a period of three years (thirty-six months) from the date of ranking, grading, and applying grading according to the special Corporation level, Corporation level must review again the criteria according to the ranking standards to redefine the company's rank. In case it still meets the conditions of the current rank, report to the representative body of the owner to decide on continuing the ranking, grading, and applying grading according to the special Corporation level, Corporation level after reaching consensus with the Ministry of Labor, Invalids, and Social Affairs. In case it does not meet the conditions of the current rank, the representative body of the owner will rank, grade, and apply lower grading according to regulations.

3. A company that has been ranked at levels I, II, III after three years (thirty-six months) from the date of the ranking decision must re-rank the company according to Clause 4, Article 6 of this Circular. For companies that have not been ranked or have been ranked but have not reported to the representative body of the owner to decide on ranking according to regulations within the time limit for re-ranking, the managers of such companies can only be paid at the level of a company ranked III.

The documents for ranking and re-ranking companies according to Article 6 and Article 7 of this Circular shall temporarily be implemented according to the provisions and guidance set out in Joint Circular No. 23/2005/TTLT-BLDTBXH-BTC dated August 31, 2005, of the Ministry of Labor, Invalids, and Social Affairs - Ministry of Finance until new documents are issued.

Article 8. Salary Adjustment When Company Rank Changes

1. When the company's rank changes or the manager's position changes, the salary of the company manager must be adjusted according to the new company rank or position, without retaining the previous salary level.

2. The adjustment of salaries for company managers when the company's rank changes or the manager's position changes or a new appointment is made shall temporarily be implemented according to the guidance set out in Joint Circular No. 23/2005/TTLT-BLDTBXH-BTC dated August 31, 2005, of the Ministry of Labor, Invalids, and Social Affairs - Ministry of Finance until new documents are issued.

Section 3. DETERMINATION OF SALARY FUNDS AND PLANNED REMUNERATION

Article 9. Planned Salary Fund for Dedicated Managers

The planned salary fund is determined based on the number of dedicated company managers and the average planned salary level of dedicated company managers according to Articles 10 and 11 of this Circular.

Article 10. Average Planned Salary Level

The average planned salary level (calculated monthly) of dedicated managers is determined based on labor productivity and business efficiency of the company as follows:

1. If the company maintains and develops state capital, pays taxes as prescribed, and the planned profit equals the actual profit of the preceding year, then the average planned salary level is calculated based on the basic salary (determined based on the average basic salary of dedicated company managers corresponding to the company's rank according to Appendix No. 2 issued together with Decree No. 52/2016/NĐ-CP of the Government).

2. If the company maintains and develops state capital, pays taxes as prescribed, the average labor productivity does not decrease, and the planned profit exceeds the actual profit of the preceding year, then the average planned salary level is determined based on the basic salary and an additional adjustment factor linked to the scale of profit in the field of production and business (referred to as H)._ln) as follows:

a) For companies in the banking, finance, telecommunications sector with profits under 500 billion VND; in the oil and gas extraction and processing, mining, electricity, trade, service sectors with profits under 300 billion VND; and in other sectors with planned profits under 200 billion VND, H_{lFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.} In cases where the planned average labor productivity, calculated according to Clause 2 of Article 3 of this Circular, decreases compared to the previous year's performance, after determining the average planned salary level according to Clause 2 of this Article, the salary must be reduced by the following principle: For every 1% decrease in planned average labor productivity compared to the previous year's performance, there will be a reduction of 0.5% in the average planned salary level.

b) For companies in the banking, finance, telecommunications sector with profits from 500 billion to under 1,000 billion VND; in the oil and gas extraction and processing, mining, electricity, trade, service sectors with profits from 300 billion to under 700 billion VND; and in other sectors with profits from 200 billion to under 500 billion VND, H_{lFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.} 4. If SCIC does not have a profit, the average planned salary level will be determined based on the production and business plan compared to the previous year's performance, ranging from the average salary under the system to a maximum of 1.2 times the average salary under the system.

c) For companies in the banking, finance, telecommunications sector with profits of 1,000 billion VND or more; in the oil and gas extraction and processing, mining, electricity, trade, service sectors with planned profits of 700 billion VND or more; and in other sectors with profits of 500 billion VND or more, H_{lFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.} 1. The actual salary fund is determined based on the actual number of responsible managers (averaged) and the actual average salary level in conjunction with the degree of achievement of the targets for preserving and developing state capital, making tax payments, labor productivity, and profit as stipulated in points a and b of Clauses 1, 2, and 3 of Article 15 of Circular No. 27/2016/TT-BLDTBXH.

Companies base their main field of operation to determine the corresponding additional adjustment factor linked to planned profit and report to the representative body of the owner along with the annual planned salary fund.

3. If the planned profit is lower than the actual profit of the preceding year, the average planned salary level is determined based on the basic salary and reduced according to the principle: for every 1% reduction in planned profit compared to the actual profit of the preceding year, reduce 0.5% of the basic salary, but not less than 1.2 times the average salary under the system.

4. If the company does not have profit, the average planned salary level is determined based on the lowest being equal to the average salary under the system and the highest not exceeding 1.2 times the average salary under the system, based on the production and business plan compared to the implementation of the preceding year.

5. If the company incurs losses (after excluding the impact of external factors if any), the average planned salary level is determined based on the average salary under the system.

6. If the company reduces its losses compared to the implementation of the preceding year or is a newly established company, the salary of the company manager is determined based on the degree of loss reduction or the production and business plan, ensuring overall proportionality and reporting to the representative body of the owner for consideration and decision.

Article 11. Average planned salary level for special cases

1. For state-owned companies that maintain and develop capital, pay taxes according to regulations, and have planned profits equal to or higher than the actual profits of the previous year, but the average planned salary level (determined according to Clause 1 and Clause 2 of Article 10 of this Circular) is lower than the actual implementation of the previous year, then the average planned salary level shall be calculated based on the average actual salary of the previous year.

2. For companies ensuring targets for developing state capital, paying taxes, and profits as stipulated in Clause 2 of Article 10 of this Circular, but with an average labor productivity lower than the actual implementation of the previous year, after determining the average planned salary level according to Clause 2 of Article 10 of this Circular, the salary must be reduced according to the principle: for every 1% decrease in planned average labor productivity compared to the actual implementation of the previous year, there will be a 0.5% reduction in the average planned salary level.

3. For production and trading companies of state products and services with production and trading limits prescribed, leading to planned labor productivity and profit not increasing compared to the actual implementation of the previous year, the average planned salary level shall be calculated additionally compared to the average actual salary of the previous year, not exceeding the forecasted consumer price index increase for the year according to the Resolution of the National Assembly on the annual socio-economic development plan.

4. For companies operating without profit objectives or implementing public goods and services ordered and planned by the State, the company replaces the planned profit target with the quantity of products and services, and planned tasks to determine the average planned salary level, where the quantity of products and services and tasks are equal to or higher than the actual implementation of the previous year, the average planned salary level shall be calculated at most by multiplying the basic wage by the forecasted consumer price index for the year according to the Resolution of the National Assembly on the annual socio-economic development plan. The specific salary level is determined by the competent authority representing the owner, ensuring it is consistent with the salary level of company managers in the area. In cases where the company has profits and planned profits are higher than the actual implementation of the previous year, the average planned salary level shall be determined according to Clause 2 of Article 10 of this Circular, where H_{lFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract.} is calculated based on companies in other sectors.

For companies implementing special public goods and services ordered and planned by the State, the salary of company managers is determined based on the average salary of company managers included in the price of public goods and services already ordered and planned by authorized state agencies.

Article 12. Planned remuneration fund for non-executive company managers

The planned remuneration fund is determined based on the number of non-executive company managers, working time, the planned salary level of executive company managers, and the remuneration ratio determined by the company according to Article 3 of this Circular.

Article 13. Objective factors for determining salary and remuneration

1. The objective factors affecting labor productivity and profit of the company to be excluded when determining the salary and remuneration of the company's management include:

a) State adjustment of prices (for products and services priced by the state), corporate income tax incentives, increase or decrease in state capital, policy mechanism adjustments or requirements for the company to relocate, reduce production and business locations directly impacting labor productivity and profit indicators of the company.

b) The company participates in implementing political tasks, ensuring social welfare, balancing supply and demand in the economy according to the Prime Minister's decision, accepting or transferring state ownership representation rights for restructured enterprises, handling and restructuring debts as directed by the Prime Minister, new investments (including debt purchases, converting debts into equity contributions for enterprise restructuring), expanding production and business operations, increasing depreciation to recover capital quickly approved by competent authorities, and differences in bonuses compared to the previous year for lottery trading companies.

4. When the company implements public goods products and services ordered by the State, assigned plans, or tendered contracts, the corresponding planned salary fund for the volume of public goods products and services is determined based on the volume of public goods products and services ordered by the State, assigned plans, or tender contracts.

2. When determining the average salary level, salary fund, and planned remuneration fund, if there are objective factors influencing an increase or decrease in labor productivity and profit, the company calculates and quantifies to deduct the portion of objective factors that increase labor productivity and profit or add the portion of objective factors that decrease labor productivity and profit.

Article 14. Advance Salary and Remuneration

1. Based on the planned salary fund and remuneration fund, the company advances salary and remuneration to the company's management according to Article 3 of this Circular.

2. For the salary and remuneration of the Head of the Supervisory Board and Supervisors, the company sets aside and transfers to the representative body of the owner (or the Ministry of Finance for financial supervisors at state-owned economic groups) to advance salary and remuneration to the Head of the Supervisory Board and Supervisors.

Section 4. DETERMINING THE SALARY FUND AND REMUNERATION IMPLEMENTED, BONUS FUND, AND PAYING SALARY, REMUNERATION, AND BONUSES

Article 15. Salary Fund of Dedicated Management Personnel

1. The implemented salary fund is determined based on the actual number of dedicated company managers (averaged) and the average implemented salary level linked to the degree of implementation of state capital preservation and development, budget submission, labor productivity, profit, or product and service volume, tasks (substituting profit targets) as stipulated in Articles 10 and 11 of this Circular as follows:

a) If the company preserves and develops state capital as prescribed, submits the budget, and achieves actual profit equal to the planned profit, the average implemented salary level is determined to be equal to the planned average salary level.

b) If the company preserves and develops state capital as prescribed, the average actual labor productivity does not fall below the plan, and actual profit exceeds the plan, then for every 1% increase in actual profit over planned profit, the average implemented salary level is calculated to be increased by up to 1%, but not more than 20% compared to the planned average salary level. In cases where the average actual labor productivity falls below the plan, the company reduces the salary according to the principle: for every 1% decrease in average actual labor productivity from the plan, the average implemented salary level is reduced by 0.5%.

For companies mentioned above with actual profit equal to or higher than the previous year's actual performance, but the average implemented salary level is lower than the previous year's actual performance, the average implemented salary level is calculated to be equal to the previous year's average implemented salary level.

c) If the company's actual profit decreases compared to the planned profit, for every 1% decrease in actual profit from the plan, the average implemented salary level must be reduced by 1% compared to the planned average salary level. In cases where actual profit decreases and is lower than the lowest profit in each field when determining the planned average salary level as stipulated in Clause 2, Article 10 of this Circular, the average implemented salary level is only calculated according to the corresponding adjustment factor within the specified range as per the profit mentioned in Clause 2, Article 10 of this Circular.

d) If the company has no profit or loss or reduced loss compared to the plan, the average implemented salary level is determined according to the provisions of Clauses 4, 5, and 6, Article 10 of this Circular.

2. The company must reassess the implementation of objective factors affecting actual labor productivity and profit compared to the plan to exclude them when determining the implemented salary fund under Clause 1 of this Article.

3. Based on the implemented salary fund and the salary already advanced to management personnel, the company determines the remaining salary fund. In cases where the company has advanced more salary to management personnel than the implemented salary fund, the excess salary must be refunded immediately within the year.

Article 16. Fund for remuneration of non-executive company managers

1. The fund for remuneration shall be determined based on the actual number of non-executive company managers at various points throughout the year, working time, the level of remuneration for executive company managers, and the ratio of remuneration set by the company in accordance with Article 3 of this Circular.

2. Based on the fund for remuneration and the advance remuneration paid to the manager, the company shall determine the remaining remuneration fund. In cases where the company has advanced more remuneration to the manager than the actual remuneration fund, the excess advance remuneration must be refunded immediately within the year.

Article 17. Annual bonus fund for company managers

1. The annual bonus fund for company managers (including both executive and non-executive) shall be implemented in accordance with the Government's regulations on state capital investment in enterprises and management and utilization of capital and assets in enterprises, and guidelines issued by the Ministry of Finance.

2. The annual bonus fund specified in Clause 1 of this Article shall have 90% allocated annually for end-of-year bonuses tied to production and business performance and evaluation criteria for the completion of tasks by company managers as stipulated by the Government's financial oversight regulations, assessment of operational effectiveness, and financial information disclosure for enterprises wholly owned by the State, guidelines from the Ministry of Finance, and the bonus system for company managers.

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 when company managers complete their terms based on the degree of task completion during the term according to the principle: if all years within the term are completed satisfactorily or exceptionally, they will receive the full bonus from the term bonus fund; if one year within the term is not completed satisfactorily, they will only receive 50% of the bonus from the term bonus fund; if two or more years within the term are not completed satisfactorily, they will not receive any bonus from the term bonus fund. The remaining term bonus fund shall be recorded as other income of the company.

The term for determining the term bonus fund for company managers shall be calculated based on the term of the Chairman of the Board of Members (or the Chairman of the company). If the start date of the term of the Chairman of the Board of Members (or the Chairman of the company) is before January 1, 2016, the term shall be calculated for the remaining period of the term.

Article 18. Payment of Salary, Remuneration, and Bonuses

1. The payment of salary, remuneration, and bonuses for managers shall be carried out in accordance with the company's salary, remuneration, and bonus regulations.

2. The salary, remuneration, and bonus regulations shall be established by the company, linked to the contribution to production and business efficiency and management, operation, or supervision results of the managers, ensuring compliance with legal provisions, democracy, transparency, and public participation of the Company Trade Union Executive Committee, and approval by the State Capital Representative Agency prior to implementation.

Article 19. Payment of Salary, Remuneration, and Bonuses for the Head of the Supervisory Board and Supervisors

1. The Head of the Supervisory Board and Supervisors shall receive salary, remuneration, and bonuses from the common salary fund, remuneration fund, and bonus fund (formed from the salary, remuneration, and bonuses deducted by companies) in accordance with the assessment regulations of the State Capital Representative Agency (or the Ministry of Finance for financial supervisors at state-owned economic groups).

2. The common salary fund and remuneration fund must be fully disbursed annually to the Head of the Supervisory Board and Supervisors; the common bonus fund shall be partially disbursed at the end of the year, with the remainder disbursed after the end of the term in accordance with Article 17 of this Circular.

Mục 5. RESPONSIBILITIES FOR IMPLEMENTATION

Article 20. Responsibilities of the Board of Members or the Company Chairman

1. Decide on salary grade changes and promotions for dedicated company managers within their appointment authority; report to the representative body of the owner for decisions on salary grade changes and promotions for dedicated company managers within the representative body's appointment authority.

2. By the end of the first quarter each year, establish the planned payroll fund and remuneration; determine the actual payroll fund and remuneration, the previous year's bonus fund, and report to the representative body of the owner for approval (simultaneously send to the Head of the Supervisory Board and the Supervisor) along with data according to Form No. 1 issued together with this Circular.

For the parent company of state-owned economic groups, the parent company of special-class joint-stock companies, Vietnam Air Traffic Management Corporation, Northern Sea Safety Assurance Joint Stock Corporation, Southern Sea Safety Assurance Joint Stock Corporation, simultaneously send to the Ministry of Labor, Invalids and Social Affairs for monitoring and supervision.

3. Determine salaries, remuneration, and bonuses for the Head of the Supervisory Board and the Supervisor, and remit to the representative body of the owner (or the Ministry of Finance) for payment based on the level of task completion by each individual.

4. Establish regulations on salaries, remuneration, and bonuses for company managers and report to the representative body of the owner before implementation; pay salaries, remuneration, and bonuses to company managers according to the company's salary and remuneration regulations, bonus regulations.

5. Establish regulations, assess the level of task completion, and decide on the amount of remuneration received by company managers appointed as capital representatives in other companies or businesses.

6. Provide relevant documents and reports on the implementation of salary, remuneration, and bonus systems when requested by the Head of the Supervisory Board and the Supervisor; review the content of the Head of the Supervisory Board and the Supervisor's recommendations (if any) to direct revisions and adjustments in accordance with regulations.

7. By the end of the second quarter each year, compile salaries, remuneration, bonuses, and the average monthly income of each company manager from the immediately preceding year to report to the representative body of the owner along with data according to Form No. 2 issued together with this Circular; publicly disclose on the company's electronic information website (Website) in accordance with the law.

Article 21. Responsibilities of the Head of the Supervisory Board and the Supervisor

1. Inspect, supervise, and periodically report to the representative body of the owner on the implementation of responsibilities by the Board of Members or the Company Chairman, General Director (Director) in accordance with government regulations and this Circular.

2. Propose that the Board of Members or the Company Chairman direct revisions and adjustments if non-compliant content is discovered during reviews and inspections. If the Board of Members or the Company Chairman does not implement, report to the representative body of the owner for timely handling.

3. Review and verify the determination of the payroll fund and remuneration to report to the representative body of the owner within 15 days of receiving the report from the Board of Members or the Company Chairman. The Head of the Supervisory Board and the Supervisor are responsible for the accuracy and honesty of the verification report.

Article 22. Responsibilities of the agency representing the owner

1. Organize the implementation and guide the execution of the salary, remuneration, and bonus system for company managers as prescribed in this Circular for companies assigned to represent the owner.

2. Decide on the transfer of salary grades and increases in salary grades for dedicated company managers within the scope of their appointment authority.

3. Based on the maximum adjustment coefficient framework corresponding to profits in each sector as stipulated in Clause 2, Article 10 of this Circular, decide on the specific division of the adjustment coefficient corresponding to planned profits to suit actual conditions, ensuring the correlation between salaries and the scale and effectiveness of operations among companies.

4. In the first quarter of each year, receive and review, approve the previous year's salary fund, remuneration fund, and bonus fund, and the planned salary fund and remuneration fund for company managers.

For the salary fund and remuneration fund of the parent company - State Economic Group, the agency representing 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, after approving the salary fund, remuneration fund, and bonus fund for the parent company of the State Economic Group and the Corporation as specified in Clause 2, Article 20 of this Circular (simultaneously sending the attached form number 1 submitted by the company for reporting) for consolidation and monitoring.

6. Establish regulations to evaluate the level of task completion by the Chairman of the Supervisory Board and Supervisors; receive and manage the salary, remuneration, and bonus of the Chairman of the Supervisory Board and Supervisors contributed by the company.

7. Evaluate the level of task completion and pay salary, remuneration, and bonuses to the Chairman of the Supervisory Board and Supervisors. If the Chairman of the Supervisory Board and Supervisors fail to complete tasks, depending on the degree or violation, decide on disciplinary measures such as not increasing salary, extending the period for salary grade promotion, deducting salary, remuneration, and remuneration, demoting salary grades, reprimanding, warning, dismissing from position, or compelling resignation according to the law.

8. Provide opinions on the salary, remuneration, and bonus regulations of the company; publicly disclose the salary fund, remuneration fund, bonus fund, and monthly average income of each company manager on the website of the agency representing the owner (with data from forms number 3, number 4, and copies of form number 2 submitted by the company for reporting), while sending to the Ministry of Labor, Invalids, and Social Affairs for monitoring and consolidation.

9. Be responsible before the Government and the Prime Minister for implementing the salary, remuneration, and bonus system for companies assigned to represent the owner.

Article 23. Responsibilities of the Ministry of Labor, Invalids, and Social Affairs

1. Carry out tasks related to the rights and obligations of the owner towards a single-member limited liability company held 100% by the State, as assigned by the Government.

2. Take the lead and coordinate with relevant ministries and sectors to submit to the Government for consideration and adjustment of the basic salary of company managers to suit the reality of each period.

3. Participate in providing opinions for the agency representing the owner to decide on the salary fund and remuneration fund for the parent company - State Economic Group; Coordinate with the agency representing the owner to monitor the salary, remuneration, and bonus of the parent company of the Corporation as specified in Clause 2, Article 20 of this Circular.

4. Coordinate with the agency representing the owner to inspect, audit, and supervise the implementation of the salary, remuneration, and bonus system in companies. In case of discovering incorrect determination of the salary fund and remuneration fund, provide opinions for the agency representing the owner to instruct the company to adjust or settle according to regulations.

5. Inspect, audit, and supervise the implementation of the provisions of this Circular and compile the situation of salary, remuneration, and bonus of company managers and report periodically to the Prime Minister.

Article 24. Responsibilities of the Ministry of Finance

1. Receive and manage the salary, remuneration, and bonus for Financial Supervisors contributed by State Economic Groups.

2. Establish regulations, evaluate the level of task completion, and implement payment of salary, remuneration, and bonus for Financial Supervisors at State Economic Groups.

3. Coordinate with the Ministry of Labor, Invalids, and Social Affairs to study and build standards for ranking companies as a basis for setting salary grades and determining the basic salary for company managers.

Section 6. IMPLEMENTATION PROVISIONS

Article 25. Effective Date

1. This Circular takes effect from October 15, 2016. The regulations stipulated in this Circular shall be applied from January 1, 2016.

2. Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013 of the Ministry of Labor, War Invalids and Social Affairs guiding the implementation of salary, remuneration, and bonus systems for members of the Board of Directors or Chairmen, Supervisors, General Managers or Directors, Deputy General Managers or Deputy Directors, Chief Accountants in state-owned limited liability companies shall cease to be effective from the date this Circular takes effect.

3. For companies that have approved the planned salary fund for the year 2016 before this Circular takes effect, they must review the determination of the planned salary fund for the year 2016 as the basis for determining the actual salary fund for the year 2016 in accordance with this Circular.

4. Companies shall implement a midday meal allowance for company managers not exceeding 730,000 VND/person/month. The implementation of the midday meal system shall follow the guidance provided in Circular No. 22/2008/TT-BLDTBXH dated October 15, 2008 of the Ministry of Labor, War Invalids and Social Affairs on implementing the midday meal system in state-owned enterprises.

5. The Vietnam Posts and Telecommunications Group parent company shall continue to pilot the management of salaries for company managers according to the provisions of the Government.

6. Persons appointed by the agency representing the owner to represent the contributed capital in a joint-stock company or a company with state-owned shares who do not participate in the specialized management or operation of such companies, if they receive remuneration or bonuses from the company, after receiving these amounts, the capital representative must submit them to the agency representing the owner to form a common fund, based on which the agency representing the owner will pay out to the capital representative in accordance with their performance.

Article 26. Responsibility for Implementation

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

2. The Board of Directors or Chairman of the parent company referred to in Article 1 of this Circular shall organize the management of salaries and bonuses for managers of wholly state-owned limited liability companies based on the salary and bonus management regulations stipulated in this Circular.

3. Political organizations and political-social organizations shall decide on the application of the provisions of this Circular to managers of wholly state-owned limited liability companies held by such organizations.

In the course of implementation, if there are any difficulties, agencies, organizations, and companies are requested to reflect them to the Ministry of Labor, Invalids and Social Affairs for timely supplementary guidance.