JOINT CIRCULAR No. 32/2007/TTLT-BLDTBXH-TLDDVN GUIDING THE ORGANIZATION AND OPERATION OF EMPLOYEE ASSEMBLIES IN JOINT STOCK COMPANIES AND LIMITED LIABILITY COMPANIES

JOINT CIRCULAR

Pursuant to the Charter for Implementing Democracy in Joint-Stock Companies and Limited Liability Companies issued together with Decree No. 87/2007/NĐ-CP dated May 28, 2007 of the Government, the Ministry of Labour, Invalids and Social Affairs and the General Confederation of Vietnamese Trade Unions hereby provide guidelines on organizing the operation of the Workers' Congress in joint-stock companies and limited liability companies as follows:

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1. Scope and subjects of application

I. GENERAL PROVISIONS

a) Scope of application: joint-stock companies and limited liability companies established and operating under the Enterprise Law 2005 (hereinafter referred to collectively as companies).

b) Subjects of application: Board of Directors; Board of Members; Chairman of the company; General Director, Director of joint-stock companies and limited liability companies (hereinafter referred to collectively as Director of the company); Executive Committee of the Trade Union or Temporary Executive Committee of the Trade Union (hereinafter referred to collectively as Executive Committee of the Trade Union of the company); workers in joint-stock companies and limited liability companies.

c) Encouragement is given to private enterprises and limited partnership companies to apply and implement the provisions of this Circular to organize the Workers' Congress, contributing positively to the sustainable development of the enterprise.

2. Purpose of organizing the Workers' Congress

a) Organizing the Workers' Congress in joint-stock companies and limited liability companies aims to promote the direct democratic rights of workers; create conditions for workers to be informed, to participate in discussions, to decide and supervise matters related to their rights, interests, obligations, and responsibilities.

b) Through the implementation of direct democracy at the Workers' Congress, harmonious and stable labor relations are built, contributing to preventing and limiting labor disputes; implementing democracy within the framework of the law, building enterprises for sustainable development.

3. Principles of organizing the operation of the Workers' Congress

a) The Workers' Congress in joint-stock companies and limited liability companies must be organized annually. In cases of necessity, the Director or the Executive Committee of the Trade Union may propose to organize an extraordinary Workers' Congress.

b) The Workers' Congress is recognized as valid when more than two-thirds of the total number of delegates convened by the Director and the Executive Committee of the Trade Union attend.

c) The resolution of the Workers' Congress has validity when more than half of the total number of official delegates vote in favor.

II. CONTENTS OF THE WORKERS' CONGRESS

1. Contents of the Workers' Congress at departmental and workshop levels: Department Heads, Workshop Managers; Team Leaders, Production Crew Leaders: report on the results of implementing the previous year's targets and the production and business tasks assigned for the planning year of the unit.

Chairman of the Trade Union Branch (Team Leader of the Trade Union): report on the evaluation of the implementation of policies and benefits for workers within the scope of departments, workshops, teams, and production crews, and the suggestions of workers; present draft new or revised collective labor agreements, draft new or revised internal regulations and rules of the company.

Workers: discuss solutions to complete and exceed production and business targets; propose initiatives and suggestions to improve working conditions in departments, workshops, and production crews; raise suggestions to the Director of the company and the Executive Committee of the Trade Union of the company; discuss the contents of draft new or revised collective labor agreements, draft new or revised internal regulations and rules of the company.

Elect representatives to attend the Workers' Congress of the company.

2. Contents of the Workers' Congress of the entire company

2.1. Ceremonial part:

a) Election of the Congress Chair and Secretary: - The Congress Chair includes: Director, Chairman of the Trade Union of the company; other members (determined by the Congress through voting). The Congress Chair is responsible for chairing the Congress. - The Congress Chair proposes the Secretary and takes a vote from the Congress. The Secretary is responsible for recording the minutes and draft resolutions of the Congress.

b) Report on the attendance of delegates.

2.2. Content part:

a) The Director of the company reports on the following contents:

- Report on the results of production and business operations in the past year; situation of implementing policies related to the rights and interests of workers.

- Present the direction, tasks, plans, measures for developing production and business operations, organizational restructuring plans, labor arrangements, technological innovation in the near future.

- Report on the assessment of measures to ensure occupational safety and health, fire prevention, environmental protection, improvement of working conditions, enhancement of material and spiritual life, vocational training and retraining for workers.

- Report on the construction and implementation of company regulations and rules, modifications and supplements to suit the production and business situation and management model of the company.

- Publicly report on the establishment of incentive funds, welfare funds according to the decisions of the Shareholders' Meeting, Board of Members, trade union fees, social insurance, health insurance contributions; publicly report on financial matters related to workers.

- Answer questions from delegates related to management and administration, accept and resolve suggestions within the authority of the Director.

- Accept contents to make suggestions to the Board of Directors, Board of Members, Shareholders' Meeting for resolution within their authority.

b) The Executive Committee of the Trade Union of the company reports on the following contents:

- Report on the results of organizing the Workers' Congress at departmental and workshop levels and the suggestions of workers collected from lower-level congresses.

- Report on participation in drafting and revising regulations directly related to the rights and obligations of workers.

- Report on participation in the formulation and amendment of internal regulations directly related to the rights and obligations of workers.

- Report on the situation of using welfare funds, reward funds, implementation of the Collective Labor Agreement, contents that have been implemented, those that have not been implemented, and reasons for non-implementation.

- Present the draft of a new Collective Labor Agreement or draft amendments and supplements to the Collective Labor Agreement.

- Report on the recommendations of the workforce collective to the General Director of the company, the Board of Directors, the Board of Members, and the Shareholders' Meeting.

- Accept opinions from representatives regarding issues within the role and responsibility of the Trade Union.

c) Representatives discuss at the meeting.

d) Sign a new Collective Labor Agreement or sign amendments and supplements to the Collective Labor Agreement (after completing negotiations as prescribed by law).

e) Award commendations, launch competitive campaigns, and sign agreements to strive to achieve production and business targets for the planned year.

g) Vote to approve the Resolution of the Workers' Meeting.

3. Content of the extraordinary Workers' Meeting The content of the extraordinary Workers' Meeting focuses on discussing and deciding on issues that are the cause for convening the meeting.

III. ORGANIZATION OF THE WORKERS' MEETING

1. Time of organizing the Workers' Meeting

a) Workers' Meetings at departments, divisions, workshops, and production teams shall be held after the plan for organizing the Workers' Meeting of the company has been established, with the number of delegates allocated to attend the Workers' Meeting of the company.

b) The Workers' Meeting of the company shall be organized when the production and business plan for the following year has been approved by the Board of Directors and the Board of Members.

2. Forms of organizing the Workers' Meeting

a) A general meeting shall be organized in companies with less than 100 workers.

b) A representative meeting shall be organized in companies with 100 workers or more.

c) Workers' meetings at departmental levels, workshops shall be organized when the company organizes a representative meeting.

d) Extraordinary meetings: When there are significant changes affecting the production and business situation of the company and directly impacting the rights and obligations of workers in the company, the General Director or the Executive Committee of the Company's Trade Union may propose organizing an extraordinary Workers' Meeting.

3. Participants in the Workers' Meeting

a) General Meeting

- Participants include all workers with indefinite-term labor contracts and definite-term labor contracts lasting from twelve to thirty-six months at the time of the meeting.

- In companies where production and business characteristics prevent workers from leaving their production positions, the General Director and the Executive Committee of the Company's Trade Union shall agree on the participants in the meeting.

b) Representative Meeting

- Participants in the representative meeting include permanent representatives and elected representatives from departments, divisions, workshops, and production teams according to the structure and number determined by the General Director and the Executive Committee of the Company's Trade Union based on the following principles:

+ Permanent representatives include: Members of the Board of Directors, Board of Members; General Director, Deputy General Director, Chief Accountant, Chairman, Deputy Chairman, Standing Member of the Executive Committee of the Company's Trade Union (where there is no Standing Member); Secretary of the Party Committee or Branch Secretary (where there is no Party Committee); Secretary of the Communist Youth Union; Head of the Supervisory Board; Head of Women's Affairs.

+ Elected representatives: The election of representatives to attend the Workers' Meeting of the company shall be conducted through secret ballot or raising hands to vote at the Workers' Meeting at the departmental, divisional, workshop, and production team level.

The number of elected representatives is determined by the General Director and the Executive Committee of the Company's Trade Union based on the number of workers in each department, division, workshop, and production team.

An elected representative attending the Workers' Meeting of the company must receive more than 50% of the votes. If multiple candidates exceed 50% of the votes, they will be selected in descending order of votes until the required number of representatives is reached; if the first round does not produce enough representatives, additional rounds will continue until the required number is met; if multiple candidates have the same number of votes exceeding the required number of representatives, another round of voting will be held among these candidates to select the ones with the highest votes until the required number of representatives is filled.

c) Departmental and Workshop-level Meetings: Participants in the meeting are workers in the respective departments, divisions, workshops, and production teams.

d) Extraordinary Meetings: Participants in the meeting are representatives who attended the previous annual Workers' Meeting.

4. Responsibilities of parties participating in the Workers' Meeting

4.1. Responsibilities of the General Director of the company

a) Before organizing the meeting:

- Chair the development of the plan for organizing the Workers' Meeting at the company, unify with the Executive Committee of the Company's Trade Union on the form of the meeting, the number of representatives allocated to units, and issue a decision to convene the meeting.

- Prepare reports on the implementation of the plan in the past year, directions and tasks for production and business in the coming year, and other related reports.

- Chair the coordination with the Company's Trade Union to prepare drafts of new agreements or amendments and supplements to the Collective Labor Agreement; draft internal regulations, rules, and other documents to be presented for discussion at the Workers' Meeting at the departmental, divisional, workshop, and production team level.

- Prepare material and technical conditions for organizing the Workers' Meeting of the company.

b) During the organization of the meeting: Implement the contents stipulated in Section II, Clause 2, Point 2.2, Subsection a of this Circular.

c) After organizing the meeting:

- The General Director is responsible for directing departments, divisions, workshops, and production teams to develop plans and implement the Resolution of the Workers' Meeting; study and amend company regulations to align with the contents approved at the Workers' Meeting of the company.

- Implement the Resolution of the Workers' Meeting and the Collective Labor Agreement signed between the General Director and the representative of the Company's Trade Union Executive Committee.

- Regularly evaluate every six months, together with the Executive Committee of the Trade Union, the implementation of the Resolution of the Workers' Meeting, the Collective Labor Agreement, the results of competitive campaigns, and inform the workers in the company.

4. 2. Responsibilities of the Company Trade Union Executive Board

a) Before organizing the meeting:

- Coordinate with the General Director to develop plans for organizing the Company Employee Assembly.

- Prepare reports on the implementation of the Collective Labor Agreement, the use of incentive and welfare funds, and funds contributed by employees.

- Monitor the implementation of the Employee Assemblies at departments, workshops, production teams, and collect employee suggestions.

- Conduct negotiations on new draft contents or draft amendments and supplements to the Collective Labor Agreement (as stipulated by law).

- Participate in drafting new or amended and supplemented contents and company regulations.

b) During the organization of the assembly: Implement the provisions specified in Section II, Clause 2, Point 2.2, Subsection b of this Circular.

c) After organizing the Assembly:

- Report the results of the Company Employee Assembly's activities to the higher-level Trade Union.

- Coordinate with the General Director to direct and implement the Assembly Resolutions and the Collective Labor Agreement.

- Participate with the General Director in amending and supplementing company regulations to align with the Collective Labor Agreement, internal rules, and regulations approved by the Employee Assembly.

- Supervise the implementation of the Assembly Resolutions. Coordinate with company organizations to encourage employees to implement the Assembly Resolutions, the Collective Labor Agreement, and approved internal rules and regulations.

- Regularly evaluate every six months, together with the General Director, the implementation of the Assembly Resolutions, the Collective Labor Agreement, the outcomes of labor competitions, and inform employees within the company.

4. 3. Responsibilities of Delegates Attending the Company Employee Assembly

a) Discuss and provide direct opinions on issues presented by the General Director and the Company Trade Union: solutions to achieve production and business plan targets; initiatives and measures to enhance labor productivity, product quality, reduce costs, conserve raw materials, ensure workplace safety, maintain hygiene, protect the environment, improve working conditions, and rationally arrange labor; proposals to improve labor relations within the company and enhance employees' material and spiritual lives.

b) Discuss the new draft of the Collective Labor Agreement or the draft amendments and supplements to the Collective Labor Agreement that the Trade Union Executive Board and the General Director will sign (if they comply with current legal provisions).

c) Discuss and vote on matters proposed to the Shareholders' Meeting, Board of Directors, or Board of Members regarding issues beyond the General Director's authority; Approve the Assembly Resolutions of the Company Employee Assembly.

d) Communicate the results of the Company Employee Assembly to those who did not attend.

5. Funding for Organizing the Company Employee Assembly The enterprise ensures funding for organizing the Company Employee Assembly and departmental, workshop, and production team assemblies.

 IV. IMPLEMENTATION PROVISIONS

1. This Circular takes effect fifteen days from the date of publication in the Official Gazette.

2. The Board of Directors, Board of Members, and General Director have the responsibility to coordinate with the Company Trade Union Executive Board to implement this Circular.

3. Provincial and Municipal Federation of Trade Unions cooperate with the Department of Labor, Invalids, and Social Affairs; Central Trade Union Industry Federations, and Central State-Owned Enterprise Trade Union Federations cooperate with relevant authorities to implement this Joint Circular and report the results to the Vietnam General Confederation of Labor and the Ministry of Labor, Invalids, and Social Affairs.

4. The Vietnam General Confederation of Labor cooperates with the Ministry of Labor, Invalids, and Social Affairs to annually inspect and assess the organization of Employee Assemblies in joint-stock companies and limited liability companies, promptly addressing any difficulties faced by these entities.