Decree No. 39/1995/NĐ-CP Issuing the Model Charter on the Organization and Operation of State-owned Corporations.

DECREE

Issued Model Charter on the Organization and Operation of State Corporations

__________________________

 

THE GOVERNMENT

Pursuant to the Law on Organization Issued by the Government on September 30, 1992;

Based on the State Enterprise Law dated April 20, 1995;

Upon Approving the election results for the position of Deputy Chairman Chairman, Director of the State Planning Committee,

DECREE

Article 1. This Decree promulgates the Model Charter on the Organization and Operation of State Corporations.

Article 2. This Model Charter applies to State Corporations engaged in business operations. The voluntary participation of state enterprises in State Corporations will be separately guided by the Government.

State Corporations established by the Prime Minister based on the provisions of this Model Charter shall draft their own specific Charters on Organization and Operation; draft their own specific Financial Regulations according to the Model Financial Regulation issued by the Ministry of Finance, which must be approved by the Ministry of Finance before being signed and promulgated by the Chairman of the Board of Directors of the State Corporation.

Other State Corporations shall base themselves on this Model Charter and the Model Financial Regulation issued by the Ministry of Finance to draft their own specific Charters.

Article 3. The Ministry of Finance shall prepare the Model Financial Regulation for State Corporations, submit it to the Prime Minister for approval before the Minister of Finance signs and promulgates it; guide financial management systems, accounting practices, profit utilization throughout the State Corporation, formation and use of centralized funds of the State Corporation and its member units, other related financial matters; take the lead and coordinate with the Ministry of Labor, Invalids and Social Affairs, the Government's Organizational and Cadre Department to guide salary and bonus systems, allowances for members of the Board of Directors, General Managers, and other positions within the State Corporation.

Article 4. This Decree takes effect from the date of issuance and replaces Decree No. 27-HĐBT dated March 22, 1989 of the Council of Ministers (now the Government). All previous regulations that conflict with this Decree are hereby abolished.

Article 5. Ministers of Ministries, Heads of agencies equivalent to ministries, heads of government agencies, Chairmen of People's Committees of provinces and centrally governed cities, Chairmen of Boards of Directors and General Managers of State Corporations are responsible for implementing this Decree./.

                                               

                                                                   

 

MODEL CHARTER ON THE ORGANIZATION AND OPERATION OF STATE CORPORATIONS

(Issued attached to Decree No. 39-CP dated June 27, 1995)

PART I

GENERAL PROVISIONS

Article 1.

1. A State Corporation (hereinafter referred to as the Corporation) is a large state enterprise comprising member units that are closely linked to each other in terms of economic, financial, technological, information, training, research, marketing activities, operating in one or several major economic-technical sectors, established by the State to enhance accumulation, concentration, specialization, and production cooperation to fulfill assigned state tasks; improve the business capacity and efficiency of member units and the entire Corporation; meet the needs of the economy.

2. Particularly important State Corporations shall be established by the Prime Minister; other State Corporations shall be established by the Minister managing the economic-technical sector, Head of an agency equivalent to a ministry, Head of a government agency, Chairman of the People's Committee of provinces and centrally governed cities, authorized by the Prime Minister (hereinafter collectively referred to as the Head of the agency establishing the Corporation).

Article 2: The Corporation has:

1. Legal personality under Vietnamese law.

2. A specific name, with its main office located within the country.

3. Regulations on organizational structure and operations, management and operational machinery.

4. Capital and assets, bearing responsibility for debts within the scope of capital managed by the Corporation.

5. A seal, opened accounts at the State Treasury and domestic and foreign banks.

6. A balance sheet of assets, centralized funds in accordance with the Government's regulations and the Ministry of Finance's guidelines.

Article 3. The Corporation is managed by the Board of Directors and operated by the General Director.

Article 4. The Corporation is subject to state management by Ministries, agencies equivalent to Ministries, agencies under the Government, People's Committees of provinces and centrally-administered cities, acting as state management agencies; simultaneously, it is subject to management by these agencies acting as agencies implementing the rights of the owner over state-owned enterprises in accordance with the Law on State-Owned Enterprises and other relevant laws.

Article 5. The Communist Party of Vietnam organization within the Corporation operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and the regulations of the Communist Party of Vietnam.

Trade Union organizations and other political-social organizations within the Corporation operate in accordance with the Constitution and laws.

Chapter II

RIGHTS AND DUTIES OF THE CORPORATION

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RIGHTS OF THE CORPORATION

Article 6.

1. The Corporation has the right to manage and use capital, land, natural resources, and other resources provided by the state in accordance with the law to achieve the goals and tasks assigned by the state.

2. The Corporation has the right to transfer to member units the management and use of resources received from the State; adjust those resources transferred to member units when necessary, in line with the overall development plan of the entire Corporation.

3. The Corporation has the right to invest, form joint ventures, joint operations, contribute shares, purchase part or all of another enterprise's assets in accordance with the law.

4. The Corporation has the right to transfer, replace, lease, mortgage, pledge assets under its management, except for important equipment and factories which must be approved by competent state authorities in accordance with government regulations, on the principle of preserving and developing capital; for land and natural resources under its management and use, it shall comply with corresponding laws.

Article 7. The Corporation has the right to organize business management as follows:

1. Organize management and business structures suitable for the goals and tasks assigned by the State.

2. Update technology and equipment.

3. Establish branches and representative offices of the Corporation both domestically and abroad in accordance with the law.

4. Engage in industries compatible with the goals and tasks assigned by the State; expand business scale according to the Corporation's capacity and market demand, engage in other industries if permitted by competent state authorities.

5. Choose markets and uniformly allocate markets among member units; export and import goods in accordance with State regulations.

6. Determine price ranges or purchase prices, sale prices of materials, raw materials, products, major services, unified minimum export prices, maximum import prices, except for products and services priced by the State.

7. Develop and apply labor norms, material consumption rates, unit prices of wages per product within the framework of national norms and unit prices.

8. Delegate the selection, hiring, deployment, training of labor, choosing remuneration forms, and other rights of employers in accordance with the Labor Code and other relevant laws; determine wages and bonuses for workers based on unit product wage rates, service costs, and the Corporation's operational efficiency.

9. Invite and meet foreign business partners of the Corporation in Vietnam; decide to send representatives of the Corporation abroad for work, study, and survey missions; for the Chairman of the Board of Directors and the General Director, permission from the head of the agency deciding the establishment of the Corporation is required. Other members of the Board of Directors going abroad are decided by the Chairman of the Board of Directors. Deputy General Directors and other positions in the support machinery going abroad are decided by the General Director.

Article 8. The Corporation has the right to manage finances as follows:

1. Use the Corporation's capital and funds to promptly serve business needs in accordance with the principles of preservation and effectiveness. In cases where other sources of capital and funds are used for purposes other than their intended use, they must follow the principle of repayment.

2. Raise capital independently for business activities without changing ownership forms; issue bonds in accordance with the law; mortgage the value of land use rights attached to assets under the Corporation's management at Vietnamese banks to borrow funds for business activities in accordance with the law.

3. Establish, manage, and use centralized funds and basic depreciation funds; the ratio of contributions, management, and use of these funds are regulated by the Ministry of Finance.

4. Use the remaining profit after fulfilling obligations to the State, setting up investment development funds, and other funds as prescribed to distribute to employees based on their contribution to the Corporation's business results for the year and according to their shares (if any).

5. Enjoy subsidies, price supports, or other preferential policies of the State when performing production tasks or providing services for national defense, security, disaster prevention, public welfare activities, or supplying products and services at State policy prices that do not cover the production costs of such products and services of the Corporation:

6. Enjoy investment or reinvestment preferential regimes as prescribed by the State.

Article 9. The Corporation has the right to refuse and report any requests for resources not stipulated by law from any individual or organization, except voluntary contributions for humanitarian and public welfare purposes.

Section 2

OBLIGATIONS OF THE CORPORATION

Article 10.

1. The Corporation has the obligation to accept and effectively utilize, preserve, and develop the State capital assigned to it, including the portion invested in other enterprises; accept and effectively utilize natural resources, land, and other resources assigned by the State to implement business goals and tasks assigned by the State.

2. The Corporation is obligated to perform:

a) Debts receivable and payable recorded in the Corporation's balance sheet at the time of its establishment

b) Repay international credits used by the Corporation as decided by the Government:

c) Repay credit loans directly borrowed by the Corporation or credit loans guaranteed by the Corporation for affiliated units if these units are unable to repay.

Article 11. The Corporation is obligated to manage business operations as follows:

1. Register business operations and conduct business within the registered industry; be responsible before the State for the results of the Corporation's activities and be responsible before customers and the law for products and services provided by the Corporation.

2. Develop strategic plans, five-year plans, and annual plans that align with assigned State tasks and market demands.

3. Sign and organize the implementation of economic contracts signed with partners.

4. Ensure major State balance, meet market needs, and stabilize prices for essential goods and services according to State regulations while conducting business.

5. Modernize technology and management methods; use income from asset transfers for reinvestment and updating equipment and technology of the Corporation.

6. Fulfill obligations towards employees as stipulated by the Labor Code, ensuring employee participation in managing the Corporation.

7. Implement State regulations on resource protection, environmental protection, national defense, and national security.

8. Implement statistical reporting, accounting, regular reporting as prescribed by the State and extraordinary reports upon request of the owner's representative; be responsible for the authenticity of the reports.

9. Be subject to inspection by the owner's representative; comply with audit regulations of financial authorities and other competent State agencies as prescribed by law.

Article 12.

1. The Corporation has the obligation to implement correctly the system and regulations on capital management, assets, accounting funds, accounting systems, auditing systems, and other systems prescribed by the State; be responsible for the authenticity of the Corporation's financial activities.

2. The Corporation publicly discloses financial statements containing information to accurately and objectively assess the Corporation's operations as prescribed by the Government.

3. The Corporation fulfills tax obligations and budget payments to the State as prescribed by law. In cases where assets are transferred between affiliated units under the form of capital increase or decrease, stamp duty must be paid; semi-finished products circulated internally among affiliated units for production purposes are exempt from turnover tax.

Cfragrance III

BOARD OF DIRECTORS AND AUDIT BOARD

Article 13.

The Board of Directors performs the function of managing the Corporation's operations, being responsible for the development of the Corporation according to assigned State tasks.

2. The Board of Directors has the following powers and responsibilities:

a) Accept capital (including debts), land, natural resources, and other resources assigned by the State to the Corporation;

b) Examine and approve proposals by the General Director regarding the allocation of capital and other sources of capital to affiliated units and plans to adjust capital and other resources among affiliated units; monitor and supervise the implementation of such plans.

c) Monitor all activities within the Corporation; the use, preservation, and development of allocated capital and resources; the implementation of board resolutions and decisions, legal provisions; fulfillment of obligations to the State.

d) Approve proposals by the General Director to submit to the head of the establishment authority for approval of the Corporation's strategy, planning, long-term development plans, five-year plans; decide on the Corporation's annual goals and plans and report to the establishment authority; approve exploration, exploitation, management, and protection plans of resources (if applicable) for the General Director to assign to affiliated units.

đ) Organize the review and submit to the competent authority for approval of investment plans, new investment projects, and joint investment projects with foreign entities using capital managed by the Corporation;

e) Submit to the head of the establishment authority for approval or, if authorized by the head of the establishment authority, decide on joint ventures with foreign countries as prescribed by the Government; decide on domestic joint ventures, large economic contracts. Submit to the head of the competent State authority for approval of investment projects; in cases of authorization, decide on Group C investment projects and some cases of Group B; authorize the General Director or unit directors to approve small investment projects. Approve organizational management and business operation regulations of the Corporation proposed by the General Director. Propose the establishment, merger, dissolution of affiliated units according to legal provisions.

g) Issue and supervise the implementation of economic-technical norms and standards, including wage rates, construction industry unit prices and norms, product standards, brand labels, product and service prices within the Corporation based on the General Director's proposal and general industry and national regulations.

h) Develop and submit to the head of the establishment authority for approval the Charter and amendments to the Charter of the Corporation's organization and operation. Approve the Charter and Regulations of affiliated units' organization and operation and amendments to their Charters or Regulations based on the General Director's proposal. Decide on opening branches and representative offices of the Corporation both domestically and abroad according to legal provisions.

For Corporations established by the Prime Minister's decision, base on the Model Financial Regulation issued by the Ministry of Finance to develop and submit to the Ministry of Finance for approval before issuing the specific Financial Regulation of the Corporation.

i) For Corporations established by the Prime Minister's decision, propose to the head of the agency authorized by the Prime Minister to submit to the Prime Minister for appointment, dismissal, commendation, and disciplinary action against the General Director; submit to the head of the agency authorized by the Prime Minister for appointment, dismissal, commendation, and disciplinary action against Deputy General Directors and Chief Accountants of the Corporation.

For other Corporations, submit to the head of the establishment authority for appointment, dismissal, commendation, and disciplinary action against the General Director, Deputy General Directors, and Chief Accountants of the Corporation.

Decides on the appointment, dismissal, commendation, and disciplinary actions for the directors of member units of the Corporation upon the proposal of the General Director; decides on the total staffing of the Corporation's management and operational structure, and adjusts it when necessary, based on the General Director's proposal;

k) Approves plans proposed by the General Director regarding the formation and utilization of centralized funds corresponding to the business plan and financial plan of the Corporation;

l) Reviews capital-raising plans (in all forms), guarantees for loans; liquidates assets of member units to decide or submit to the head of the establishment authority for decision-making according to the principles stipulated in Clause 4, Article 37 of this Charter;

m) Approves quarterly, semi-annual, and annual activity reports of the Corporation, consolidated financial statements (including balance sheets) annually of the Corporation and its member units, as presented by the General Director, and requests the General Director to publish the annual financial report in accordance with the regulations of the Ministry of Finance;

n) Enacts internal confidentiality rules in business operations, internal economic information, and protection of state secrets according to the laws proposed by the General Director, to be uniformly applied throughout the Corporation;

3. The Board of Directors consists of 5 or 7 members appointed by the head of the establishment authority. The criteria for Board of Directors members are specified in Article 32 of the State Enterprise Law;

4. The Board of Directors includes several full-time members, including the Chairman of the Board of Directors, one member兼任总经理，一名兼任监察委员会主任的成员以及一些兼任专家的成员，他们在经济技术、财经、企业管理、法律等领域具有专长。

5. The Chairman of the Board of Directors shall not concurrently serve as the General Manager of the Corporation.

6. The term of office for Board of Directors members is five years. Board of Directors members may be reappointed. Board of Directors members will be relieved of their duties and replaced under the following circumstances:

a) Violating laws, violating the Corporation's Charter;

b) Inability to fulfill job responsibilities and upon the recommendation of at least two-thirds of incumbent Board of Directors members;

c) Resigning for valid reasons;

d) When there is a decision to transfer or arrange other work.

7. The Chairman of the Board of Directors is responsible for organizing the implementation of the tasks and powers of the Board of Directors as stipulated in Clause 2 of this Article.

8. Working system of the Board of Directors:

a) The Board of Directors operates collectively; holds regular quarterly meetings to review and make decisions on matters within its authority and responsibility. When necessary, the Board of Directors can hold extraordinary meetings to address urgent issues of the Corporation, initiated by the Chairman of the Board of Directors, the General Director, the Head of the Supervisory Committee, or more than half of the Board of Directors members;

b) The Chairman of the Board of Directors convenes and chairs all meetings of the Board of Directors. In case of legitimate absence, the Chairman delegates another member of the Board of Directors to chair the meeting;

c) Board of Directors meetings are considered valid when at least two-thirds of the members are present. Meeting materials must be sent to Board of Directors members and invited representatives five days before the meeting date. The content and conclusions of Board of Directors meetings must be recorded in minutes and signed by all attending Board of Directors members. Resolutions and decisions of the Board of Directors take effect when more than half of the total number of Board of Directors members vote in favor. Board of Directors members have the right to reserve their opinions;

d) When the Board of Directors meets to discuss strategic development issues, five-year and annual planning, major investment projects, joint ventures with foreign countries, annual financial reports, issuance of economic-technical standards of the Corporation, they must invite authorized representatives from relevant Ministries and sectors to attend the meeting; if the content involves important matters related to local authorities, representatives from the provincial People's Committees must be invited to attend; if the matter concerns the rights and obligations of employees in the Corporation, representatives from the industry trade unions must be invited to attend. Representatives from invited agencies and organizations have the right to speak but do not participate in voting; if they find that the Board of Directors' resolutions and decisions harm common interests, they have the right to submit written recommendations to the Board of Directors and report to the authority they represent for consideration and resolution within their jurisdiction. If necessary, these authorities will report to the Prime Minister;

d) Resolutions and decisions of the Board of Directors are binding on the entire Corporation. In cases where the General Director's opinion differs from the Board of Directors' resolutions and decisions, the General Director has the right to reserve his opinion and make recommendations to the competent state authority for handling. During the time awaiting the state authority's decision, the General Director still must comply with the Board of Directors' resolutions and decisions;

e) Operating costs of the Board of Directors and the Supervisory Committee, including salaries and allowances for Board of Directors and Supervisory Committee members and assisting staff, are included in the Corporation's management fees. The General Director ensures necessary conditions and means for the Board of Directors and the Supervisory Committee to work;

Article 14. Assistants to the Board of Directors:

1. The Board of Directors uses the operational machinery and seal of the Corporation to perform its duties;

2. The Board of Directors employs between 5 and 7 full-time assistants who operate professionally;

3. The Board of Directors establishes a Supervisory Committee to assist the Board of Directors in supervising the General Director, the supporting machinery, and member units of the Corporation in operational management, financial activities, compliance with the Corporation's Charter, Board of Directors' resolutions and decisions, and adherence to state laws;

Article 15. Rights and responsibilities of Board of Directors members:

1. The full-time members shall be paid the basic salary according to the civil servant rank of state agencies, and shall receive wages under the wage distribution system for state-owned enterprises as prescribed by the Government, and shall be entitled to bonuses corresponding to the business performance of the Corporation. Part-time members shall receive allowances and bonuses as prescribed by the Government.

2. Members of the Board of Directors:

a) Shall not place themselves in a position that limits their integrity, impartiality, or creates a conflict between the interests of the Corporation and their personal interests;

b) Shall not abuse their positions to seek personal gain or engage in actions that deprive the Corporation of business opportunities, thereby harming the Corporation's interests;

c) Shall not act beyond the authority of the Board of Directors as stipulated in this Charter.

3. Members of the Board of Directors who are the Chairman and General Director of the Corporation shall not establish private businesses, limited liability companies, or joint-stock companies in their own name; they shall not hold management or executive positions in private businesses, limited liability companies, or joint-stock companies; they shall not enter into economic contracts with private businesses, limited liability companies, or joint-stock companies where their spouse, parent, child holds a management or executive position in such entities.

4. The spouse, parent, child, brother, sister, or half-sibling of the Chairman of the Board of Directors and the General Director of the Corporation shall not hold the position of Chief Accountant or Cashier at the Corporation and its subsidiaries.

5. Members of the Board of Directors shall jointly bear responsibility before the appointing authority and the law regarding resolutions and decisions of the Board of Directors; in case of failure to complete assigned tasks, violation of the Corporation’s Charter, making erroneous decisions or exceeding authority, abusing power, causing damage to the Corporation and the State, they must bear responsibility and compensate for material losses caused by them according to the provisions of the law.

Article 16. Audit Committee:

1. The Audit Committee consists of five members; one member of the Board of Directors shall serve as the Head of the Committee pursuant to the assignment of the Board of Directors, and the other four members shall be appointed, relieved, rewarded, or disciplined by the Board of Directors; including one member who is an accounting specialist, one member introduced by the General Assembly of employees and officials of the Corporation, one member introduced by the Minister of the relevant ministry, and one member introduced by the Director-General of the State Capital and Asset Management Bureau at enterprises.

2. Members of the Audit Committee shall not be the spouse, parent, child, brother, sister, or half-sibling of the General Director, Deputy General Director, or Chief Accountant of the Corporation, and shall not concurrently hold any position within the Corporation's management structure or any position in other enterprises in the same technical-economic sector as the Corporation.

3. Members of the Audit Committee must meet the following criteria:

a) They must be experts in accounting, auditing, economics, technology; knowledgeable about laws.

b) At least five years of work experience in the relevant fields;

c) Having no criminal record or disciplinary record related to economic crimes.

4. The term of office of members of the Audit Committee is five years. Members of the Audit Committee may be reappointed; during their tenure, if they fail to fulfill their duties, they will be replaced.

5. Members of the Audit Committee shall receive salaries and bonuses determined by the Board of Directors according to the State’s regulations.

Article 1 7. Duties, powers, and responsibilities of the Supervisory Board:

1. Carry out tasks assigned by the Board of Directors regarding the inspection and supervision of the General Director's management activities, the supporting staff, and the affiliated units of the Corporation in financial operations, compliance with laws, the Charter of the Corporation, resolutions, and decisions of the Board of Directors.

2. Report to the Board of Directors on a quarterly and annual basis, and as events occur, about the results of inspections and supervisions; promptly identify and report to the Board of Directors on any abnormal activities or signs of illegal conduct within the Corporation.

3. Shall not disclose the results of inspections and supervisions without permission from the Board of Directors; shall be responsible before the Board of Directors and the law if there is any intention to overlook or cover up illegal acts.

Cfragrance IV

THE GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 18.

1. The General Director is appointed, dismissed, rewarded, and disciplined by the head of the agency that established the Corporation based on the proposal of the Board of Directors. The General Director represents the legal entity of the Corporation and is accountable to the Board of Directors, the appointing authority, and the law for managing the Corporation’s operations. The General Director is the highest executive authority in the Corporation.

2. Deputy General Directors assist the General Director in managing one or more areas of the Corporation's operations as assigned by the General Director and are accountable to the General Director and the law for the tasks they undertake.

3. The Chief Accountant of the Corporation assists the General Director in directing and organizing accounting and statistical work of the Corporation according to the provisions of the law.

4. The Corporation's Office and specialized departments have the function of advising and assisting the Board of Directors and the General Director in management and operational activities.

Article 19. The General Director has the following duties and powers:

1. Together with the Chairman of the Board of Directors, sign to receive capital (including debts), land, natural resources, and other resources from the State for management and use according to the objectives and tasks assigned by the State to the Corporation. Allocate the received resources from the State to the Corporation's affiliated units according to the plan approved by the Board of Directors. Propose to the Board of Directors plans to adjust capital and other resources when reallocating them to affiliated units and adjusting when there is a change in the tasks of these units through increasing or decreasing capital.

2. Utilize capital effectively, maintain its value, and develop it according to the plan approved by the Board of Directors. Develop a capital-raising plan, submit it to the Board of Directors for approval, and organize its implementation: Implement and direct the Corporation's Financial Company (if any) to raise funds for loans to meet the capital needs of the Corporation and its affiliated units.

3. Develop the Corporation's development strategy, long-term and annual plans, programs of activities, plans to protect and exploit resources, new investment projects, deepening investments in joint ventures with foreign partners, joint venture plans, business cooperation plans of affiliated units, training plans for staff within the Corporation, measures to implement large economic contracts to be submitted to the Board of Directors for consideration and decision or further submission to competent state agencies for decision. Organize the implementation of strategies, plans, proposals, and projects that have been approved.

4. Manage the Corporation's business activities; be responsible for the business results of the Corporation in fulfilling the major tasks and balance requirements assigned by the State; be accountable to the Board of Directors, the appointing authority, and the law for stabilizing prices of essential goods and services as stipulated by the State while the Corporation is operating in those sectors.

5. Propose to the Board of Directors for approval economic and technical norms, product standards, wage rates, unit prices, and norms in specialized construction in accordance with general regulations of the industry and the State. Organize the implementation and check the execution of these norms, standards, and unit prices throughout the Corporation.

6. Propose to the Board of Directors to submit to the authorized state agency, decided by the Prime Minister, for the appointment, dismissal, reward, and punishment of Deputy General Directors and Chief Accountants of the Corporation; propose to the Board of Directors to decide on the appointment, dismissal, reward, and punishment of Directors of affiliated units; decide on the appointment, dismissal, reward, and punishment of Deputy Directors, Chief Accountants of affiliated units, Directors of subordinate units of affiliated units, and equivalent positions based on the proposal of the Directors of affiliated units; decide on the appointment, dismissal, reward, and punishment of heads and deputies of departments or offices of the Corporation.

7. Develop and submit to the Board of Directors for approval the total staffing plan for the Corporation's management structure, including adjustment plans when changing the organizational structure and staffing of the Corporation and affiliated units; establish and directly lead the supporting staff; inspect the implementation of the management staffing of affiliated units; submit to the Board of Directors for approval the Charter and Operation Regulations of affiliated units built by the Directors of affiliated units; approve plans for establishing, restructuring, and dissolving subordinate units of affiliated units proposed by the Directors of affiliated units.

8. Develop and submit to the Board of Directors for approval Labor Regulations, Wage Regulations, Reward and Punishment Regulations applicable within the Corporation.

9. Direct the Corporation's operations according to the resolutions and decisions of the Board of Directors; report to the Board of Directors and competent state agencies on the results of the Corporation's business operations, including quarterly, semi-annual, and annual reports, consolidated financial statements, and the Corporation's balance sheet.

The consolidated financial report must clearly distinguish between the centralized accounting portion of the Corporation and the independent accounting portions of its member units, to be submitted for approval by the Board of Directors. The consolidated financial report must be based on documents that have been confirmed by a legitimate auditing agency.

10. Implement and monitor the fulfillment of tax obligations and other payments by member units according to the laws and regulations of the State. Develop a plan for distributing post-tax profits of the Corporation to be submitted for approval by the Board of Directors in accordance with State regulations.

11. Provide all required documents upon request from the Board of Directors and the Audit Board. Prepare documents for meetings of the Board of Directors.

12. There must be oversight and supervision by the Board of Directors, the Audit Board, and relevant State agencies regarding the execution of management tasks.

13. Be authorized to take measures beyond their authority in emergency situations (natural disasters, enemy attacks, fires, accidents), and bear responsibility for such decisions; at the same time, immediately report these decisions to the Board of Directors and relevant State agencies for further resolution.

Chapter V

||| WORKING GROUP OF EMPLOYEES IN THE CORPORATION

Article 20. The Workers' Congress of the Corporation is a direct form for workers to participate in managing the Corporation. The Workers' Congress has the following rights:

1. Participate in discussions to draft collective labor agreements for the representative of the workers to negotiate and sign with the General Director.

2. Discuss and approve the rules governing the use of funds directly related to the interests of workers within the Corporation.

3. Discuss and provide opinions on planning, evaluation of business management effectiveness, proposals for labor protection measures, improvement of working conditions, material and spiritual life, environmental hygiene, training and retraining of workers within the Corporation.

4. Nominate candidates to join the Board of Directors and the Audit Board.

Article 21. The Workers' Congress operates according to guidelines set forth by the Vietnam General Confederation of Labor.

Cfragrance VI

MEMBER UNITS OF THE CORPORATION

Article 22.

1. The Corporation's member units are state-owned enterprises operating independently and units subordinate to public service organizations. The list of member units is recorded in the establishment decision or specific Charter of each corporation.

2. Member units of the Corporation have seals and can open bank accounts appropriate to their accounting methods.

3. Independent accounting enterprises and subordinate accounting units have separate Charters for organization and operation. Public service units of the Corporation have separate Regulations for organization and operation. These Charters and Regulations are approved by the Board of Directors in compliance with the law and the specific Charter of the Corporation.

Article 23. Independent-accounting state-owned enterprise members:

1. An independent accounting state-owned enterprise is a member of the Corporation with the right to self-management in business operations and finance, subject to binding benefits and obligations towards the Corporation as stipulated in the specific Charter of the Corporation.

2. The Board of Directors and General Director of the Corporation have the following rights over independent accounting member enterprises:

a) Delegate the Managing Director of the member enterprise to manage and operate the enterprise in accordance with the enterprise's Charter, which has been approved by the Corporation's Board of Directors.

The Managing Director of an independent accounting member enterprise is responsible before the Board of Directors, the General Director of the Corporation, and the law for the activities of the enterprise;

b) Appoint, dismiss, reward, and discipline the Managing Director and Deputy Managing Director;

c) Approve plans, monitor plan implementation, and settle financial accounts; establish levels of bonus and welfare fund contributions at the enterprise according to the regulations of the Ministry of Finance;

d) Extract a portion of the basic depreciation reserve and post-tax profit, as prescribed by the Ministry of Finance, to establish centralized funds of the Corporation for preferential investment and implementation of investment projects in member units;

đ) Approve expansion investment plans, deepening investment plans, joint ventures, capital reinforcement, partial capital recovery, and share transfer under the Corporation's management currently held by member enterprises;

e) Balance financial resources, including foreign currencies, among member units to maximize the effective use of capital within the Corporation, on the principle of ensuring that the total assets of the enterprise, after being reduced by capital withdrawal, do not fall below the total debt plus the adjusted registered capital corresponding to the enterprise's mission or scale;

g) Approve wage forms, unit price wages, and measures to ensure living standards and working conditions for employees of the enterprise, including provisions for the delegation of authority to the Managing Director of the enterprise concerning organizational structure, recruitment, rewards, promotions, disciplinary actions, credit limits (loans and delayed payments), fixed asset transactions, share purchases and sales of joint-stock companies, purchase and sale of patent rights, technology transfers, participation in joint ventures, economic associations, and other matters related to the autonomy of a state-owned enterprise as prescribed by the Law on State-Owned Enterprises;

h) Decide to expand or reduce the scope of business of member enterprises in line with the Corporation's overall development strategy.

i) Approve the Charter of Organization and Operation of the enterprise, which includes provisions delegating authority to the Managing Director of the enterprise regarding organizational structure, recruitment, rewards, promotions, disciplinary actions, credit limits (loans and delayed payments), fixed asset transactions, share purchases and sales of joint-stock companies, purchase and sale of patent rights, technology transfers, participation in joint ventures, economic associations, and other matters related to the autonomy of a state-owned enterprise as prescribed by the Law on State-Owned Enterprises;

k) Inspect the operations of the enterprise and require the enterprise to report on its financial situation and business results.

Article 24. Member enterprises of the Corporation that are independent accounting enterprises are responsible for debts and commitments within the scope of capital managed and utilized by the enterprise, specifically:

1. In strategy and development investment:

a) The enterprise is assigned to organize and implement investment development projects according to the Corporation's plan. The enterprise is allocated resources by the Corporation to carry out the project;

b) The enterprise invests in projects and developments outside those directly managed by the Corporation. In this case, the enterprise must raise funds independently and bear full financial responsibility.

2. In business operations, the enterprise builds and implements its plans based on:

a) Ensure major targets, indicators, large balances, key economic-technical norms, including unit prices and prices of the enterprise, aligning with the Corporation's overall plan;

b) Expanding business plans based on optimal utilization of all resources available and raised by the enterprise, in line with market needs.

3. In financial and accounting activities:

a) The enterprise receives capital and other resources from the State transferred by the Corporation. The enterprise has the duty to preserve and develop this capital and resources.

b) The enterprise has the right to raise capital and other credit sources in accordance with the law to implement its business and development investment plans;

c) The enterprise is entitled to establish investment funds for basic construction, production development funds, reward funds, welfare funds, and financial reserve funds in accordance with the Financial Regulations of the Corporation (if any) or as prescribed by the Ministry of Finance. The enterprise has the obligation to contribute to and utilize centralized funds of the Corporation in accordance with the Charter of the Corporation and decisions of the Board of Directors.

d) The enterprise is responsible for paying taxes and other financial obligations (if any) as prescribed by law.

đ) The enterprise may be authorized by the Corporation to enter into contracts with domestic and foreign customers on behalf of the Corporation.

4. In organizational, staff, and labor matters:

a) The enterprise has the right to request the Corporation to examine and decide or be authorized by the Corporation to decide on the establishment, restructuring, dissolution of subordinate units and the organization of the management structure of the enterprise in accordance with the Charter of the Corporation and the specific Charter of the enterprise.

b) Within the staffing framework approved by the Corporation, the enterprise has the right to select, arrange employment, or terminate employment for workers and officials working within its management and business structures. Appointments and dismissals of positions within the enterprise's management structure and subordinate units must follow the分级授权规定，具体总公司的章程中详细规定。

c) The enterprise has the responsibility to develop human resources to ensure the implementation of the development strategy and business tasks of the enterprise; to improve working conditions and living conditions of employees in accordance with the Labor Code and the Trade Union Law.

Article 25. Members are dependent accounting units:

1. They have the right to operate independently according to the分级授权规定 of the Corporation, subject to obligations and benefits towards the Corporation. The Corporation is ultimately responsible for any financial obligations arising from the commitments of these units.

2. They are entitled to conclude economic contracts, actively implement business and financial activities, organizational and personnel matters according to the分级授权规定 of the Corporation. The rights and responsibilities of dependent accounting units are detailed in the Charter of Organization and Operation of the unit approved by the Board of Directors.

Article 26. Service units have their Organizational and Operational Regulations approved by the Board of Directors; they implement the revenue-expenditure system, generate income through the provision of services, research contracts, and training for domestic and foreign units; they enjoy reward and welfare funds, and if their average level is lower than that of the Corporation, they may receive support from the Corporation's reward and welfare funds.

Article 27. Depending on the characteristics and specific conditions of each Corporation, the head of the agency deciding to establish the Corporation decides whether to establish a Financial Company within the Corporation.

Article 28.

1. The Financial Company is an independent accounting member enterprise of the Corporation, operating under laws and guidelines issued by the Governor of the State Bank, according to the Charter of Organization and Operation approved by the Board of Directors and under the management of the General Director of the Corporation.

2. The Financial Company fulfills the task of raising capital to lend to meet the capital needs of the Corporation and its member enterprises, through preferential loans from the Government, commercial loans from banks and financial institutions both domestically and internationally; issuing stocks, corporate bonds, project bonds, buying and selling negotiable instruments and securities in accordance with the law; raising idle capital from employees within the Corporation and enterprises in the Corporation's economic and technical sector.

3. The Financial Company raises capital for the Corporation's investment projects, implements other services as stipulated in the company charter and the Financial Company Regulations issued by the State Bank. For large projects, the direct investor signs the contract, and the Financial Company performs service functions.

4. Units using capital from the Financial Company operate on the principle of borrowing and repaying, implementing internal interest rates proposed by the Financial Company and approved by the General Director of the Corporation pursuant to authorization by the Board of Directors.

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MANAGEMENT OF THE CORPORATION'S AND MEMBER ENTERPRISES' CONTRIBUTED CAPITAL IN OTHER ENTERPRISES

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MANAGEMENT OF THE CORPORATION'S SHARE CAPITAL IN OTHER ENTERPRISES

Article 29. Regarding the contributed capital of the Corporation in other enterprises, the Board of Directors of the Corporation has the following rights and obligations:

1. Approving the capital contribution plan built by the General Director to decide or submit to the competent state agencies for decision-making according to the分级授权规定 at Article 13, Clause 2, Point e of this Charter.

2. At the proposal of the General Director, appointing, dismissing, rewarding, and disciplining the person directly managing the Corporation's capital in the enterprise where the Corporation has contributed capital.

3. Supervising and inspecting the use of the Corporation's capital in other enterprises; being responsible for the effectiveness of the use, preservation, and development of the contributed capital and profit from the Corporation's capital in other enterprises.

Article 30. Rights and obligations of individuals directly managing the portion of capital of the Corporation invested in other enterprises:

1. Participating in management and operation positions in enterprises where the Corporation has contributed capital according to the Charter of such enterprises.

2. Monitoring and supervising the operational situation of such enterprises.

3. Implementing reporting systems and being accountable to the Board of Directors of the Corporation regarding the effectiveness of the use of the Corporation's contributed capital in such enterprises.

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MANAGEMENT OF THE CONTRIBUTED CAPITAL OF INDEPENDENT ACCOUNTING MEMBER ENTERPRISES MERGED INTO OTHER ENTERPRISES

Article 31Independent accounting member enterprises are allowed to contribute capital to other enterprises according to the分级授权规定 of the Corporation. For the contributed capital of the enterprise in other enterprises, the General Manager has the following rights and obligations to manage such contributed capital:

1. Building the capital contribution plan to be submitted to the General Director for approval by the Board of Directors of the Corporation.

2. Appointing, dismissing, rewarding, and disciplining the person directly managing the contributed capital of the enterprise and other enterprises.

3. Supervise and inspect the use of the contributed capital of the enterprise; be responsible for the effectiveness, preservation, and development of the contributed capital; earn profits from the contributed capital in other enterprises.

Article 32. Manage and fulfill the obligations of directly managing the contributed capital of the enterprise in other enterprises.

1. Participate in management and operational positions in enterprises with contributed capital from their own enterprise according to the Articles of Association of that enterprise.

2. Monitor and supervise the business operation situation of enterprises with contributed capital from their own enterprise.

3. Implement the reporting system prescribed by the Director and be accountable to the Board of Directors, General Director of the Corporation, and the Director for the effective use of the contributed capital of their enterprise in the enterprise where they are appointed to manage and operate:

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JOINT VENTURE UNITS

Article 33. Joint ventures in which the Corporation or its member enterprises participate, managed and operated under the Law on Foreign Investment, the Law on Enterprises, and other relevant laws of Vietnam. The Corporation or its member enterprises shall perform all rights, obligations, and responsibilities towards these joint ventures regarding financial activities as stipulated by law and the signed contracts.

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FINANCIAL AFFAIRS OF THE CORPORATION

Article 34. The Corporation implements a comprehensive accounting system and financial autonomy in business operations in accordance with the Law on State-Owned Enterprises, other legal regulations, and the Articles of Association of the Corporation.

Article 35.

1. The charter capital of the Corporation includes:

a) Capital assigned by the State at the time of the Corporation's establishment;

b) Additional state investment capital for the Corporation (if any);

c) The portion of post-tax profit allocated to supplement capital as provided by current regulations;

d) Other sources of capital (if any).

2. When there is an increase or decrease in the registered capital, the Corporation must promptly adjust it in the balance sheet and announce the adjusted registered capital of the Corporation.

Article 36.

1. The Corporation is established and uses centralized funds to ensure the high efficiency of the overall development process of the entire Corporation.

2. Centralized funds of the Corporation are established according to the Articles of Association of the Corporation, the Financial Regulations of the Corporation (if any), and decided by the Board of Directors, including:

a) An investment and development fund established from basic depreciation funds and total profits of member units as prescribed by the Ministry of Finance, income from the contributed capital of the Corporation in other enterprises, and other sources

Basic depreciation funds and reinvestment profits of independent accounting units of the Corporation are concentrated at the Corporation for annual investment plans.

The Corporation mobilizes basic depreciation funds of independent accounting member units according to the principle of loan repayment, with internal interest rates approved by the General Director based on the authorization of the Board of Directors and guidelines from the Ministry of Finance.

For some special cases of certain Corporations specified in the specific Articles of Association of the Corporation, the Corporation mobilizes basic depreciation funds of independent accounting member units according to the principle of reducing capital for units whose basic depreciation funds are mobilized.

b) A centralized scientific research and training fund established from production development funds of member units and vocational education funding from the state budget (if any), and other sources, including revenue from services and research contracts signed with domestic and foreign enterprises and institutions by the Corporation's public service units;

c) A financial reserve fund, award fund, and welfare fund established according to the guidelines of the Ministry of Finance. Specific allocation and contribution levels for these funds and their usage are stipulated in the specific Articles of Association of the Corporation and the Financial Regulations of the Corporation (if any).

Article 37. Financial Autonomy of the Corporation:

1. The Corporation operates on the principle of financial autonomy, balancing revenues and expenditures, and has the responsibility to preserve and develop the Corporation’s business capital, including the contributed capital in other enterprises.

2. Be responsible for paying off debts listed in the Corporation's balance sheet and other financial commitments if any.

3. Conduct inspections and supervision of financial activities throughout the Corporation.

4. All credit lending, purchasing, selling goods on credit, and guarantee relationships between the Corporation and external partners must comply with the limit classification for single loans as prescribed by the Ministry of Finance.

5. The Corporation is responsible for drafting, submitting, and registering financial plans and financial reports, balance sheets of the Corporation to report to competent authorities and annual settlement with the Ministry of Finance. The Ministry of Finance will review and approve the Corporation's annual settlement.

6. The Corporation is responsible for paying taxes and other payments as prescribed by current laws and the Financial Regulations of the Corporation (if any), except for taxes paid by member units. It may use post-tax profits according to current regulations.

7. Profits earned by the Corporation or its member units from contributions to other enterprises are not subject to corporate income tax if the receiving enterprise has already paid corporate income tax before distributing dividends.

8. Financial activities of member units of the Corporation and the relationship between the Corporation and its member units in financial activities are carried out in accordance with the specific Articles of Association of each Corporation and the Financial Regulations of the Corporation (if any).

The material liability of the Corporation in business relations and civil relations is limited to the total capital of the Corporation at the time of the latest announcement.

10. The Corporation must strictly implement the Accounting and Statistics Ordinance, current accounting systems, and financial reports for state-owned enterprises.

11. The Corporation is subject to financial inspection and supervision and business operations by state agencies with authority as prescribed by law.

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RELATIONSHIP BETWEEN THE CORPORATION AND

STATE ORGANIZATIONS AND LOCAL AUTHORITIES

Article 38. Relationship with the Government.

1. Comply with the law, strictly implement the relevant regulations of the Government concerning the State Corporation and state-owned enterprises.

2. Implement the planning and development strategy for the State Corporation within the overall planning and development strategy of the industry and territory of the State.

3. Comply with the provisions on establishment, division, merger, dissolution, organizational policies, personnel; financial credit systems, tax, profit distribution; accounting and statistical systems.

4. Be subject to inspection and audit of the implementation of laws, policies, and systems of the State at the State Corporation.

5. Propose and make recommendations on management solutions, mechanisms, and policies of the State towards the corporation.

6. Manage and utilize capital, assets, land, and other resources assigned by the State to fulfill business tasks and must preserve and develop these resources.

7. Enjoys subsidies, price supports, and other benefits as prescribed by the Government.

Article 9. Relationship with the Ministry of Finance:

1. The Corporation is under the State control of the Ministry of Finance regarding:

a) Compliance with financial systems, accounting, taxation, organizational structures, and accounting;

b) Financial auditing and internal auditing of the Corporation.

2. The Ministry of Finance is the agency entrusted by the Government to perform certain functions of ownership and control over the State Corporation regarding:

a) Determining the capital, resources, and other sources that the State assigns to the State Corporation for management and use,

b) Inspecting the effective use, preservation, and development of capital and other resources assigned during operations, reflected through the annual final settlement;

c) Approving the annual final settlement of the Corporation;

d) Issuing Model Financial Regulations applicable to the State Corporation and approving specific Financial Regulations (if any) of each State Corporation.

3. The State Corporation must be subject to financial inspection and auditing and other issues by the Ministry of Finance.

4. The State Corporation has the right to propose financial solutions, mechanisms, and policies, credit policies, and other related matters; recommend the Ministry of Finance and the agency deciding establishment to approve the organization to carry out large asset transfers, foreign investment cooperation, and economic sector cooperation beyond credit limits, financial obligations fulfillment, post-tax profit distribution, asset liquidation within the State Corporation, and budget capital supplementation for the State Corporation.

Article 40. With Ministries, agencies equivalent to Ministries, and government agencies directly managing the economic-industrial sector:

1. With the function of state management of the economic-industrial sector, these agencies control the State Corporation regarding:

a) Issuing product standards; technology standards, including individual equipment and imported integrated equipment; economic-industrial sector norms and directly inspect and supervise the State Corporations in implementing these standards and norms;

b) Developing and issuing industrial-economic sector planning and development orientation, and directly inspect the State Corporation in implementing such planning;

c) The State Corporation is responsible for implementing the above regulations of the agencies directly managing the economic-industrial sector; can make recommendations to these agencies on the related contents mentioned above.

2. With the task of performing some functions of ownership assigned by the State, these agencies control the State Corporation regarding:

a) Establishing, dividing, merging, restructuring, and dissolving the State Corporation if this agency is authorized by the Prime Minister;

b) Approving the Charter and amendments to the Charter of the State Corporation if authorized by the Prime Minister;

c) Together with the agency authorized by the Prime Minister, prepare to submit to the Prime Minister for appointing, dismissing, rewarding, and disciplining members of the Board of Directors, General Director of the State Corporation established by the Prime Minister's decision;

d) Appointing, dismissing, rewarding, and disciplining members of the Board of Directors, General Director, Deputy General Director, Chief Accountant of the State Corporation established by the head of this agency's decision; introduce representatives of this agency to participate in the Supervisory Board of the State Corporation;

đ) Participate in capital allocation and other resources to the State Corporation, inspect the activities of the State Corporation; the State Corporation is responsible for reporting according to the State's regulations and other reports as required by this agency;

e) Direct the State Corporation in ensuring major balances of the State; meet market demand for essential goods and services as stipulated by the State which the State Corporation is currently trading to stabilize prices;

g) The State Corporation is also controlled, inspected, and supervised by the direct management agency of the economic-industrial sector within the scope of other functions of this agency as prescribed by law.

Article 41. Other Ministries, other agencies equivalent to Ministries, and other government agencies, as state management agencies, control the State Corporation regarding:

1. Implementing economic-industrial sector norms, product standards, and product quality standards consistent with industry standards and national standards.

2. Implementing environmental protection regulations.

3. Participating in appraising investment projects according to the industry development strategy and regional economic planning.

4. Implementing regulations on external relations and import-export.

5. Ensuring labor rights and obligations according to the law. The State Corporation must be subject to inspection and supervision by these agencies in areas within their functions as prescribed by law.

Article 42. With local authorities, as state management agencies on the territorial area, the State Corporation is subject to state management and complies with administrative regulations and obligations towards People's Councils and People's Committees at all levels as prescribed by law.

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REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 43. The restructuring of the State Corporation is proposed by the Board of Directors and submitted for consideration and decision by the head of the agency deciding establishment.

Article 44. The State Corporation will be dissolved if the head of the agency deciding establishment deems it unnecessary to maintain the State Corporation. Upon dissolution of the State Corporation, the head of the agency deciding establishment of the State Corporation establishes a Dissolution Committee. The assets of the dissolved State Corporation, after settling debts as prescribed by law, belong to the State.

Article 45. The restructuring, division, merger, dissolution, and new establishment of units under the State Corporation are proposed by the Board of Directors and submitted for consideration and decision by the head of the agency deciding establishment of the State Corporation.

Article 46. If the Corporation and its affiliated units lose the ability to pay maturing debts, they shall be handled in accordance with the Bankruptcy Law of Enterprises.

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IMPLEMENTING PROVISIONS

Article 47. The specific Charter of each Joint Stock Company Corporation shall not contravene the provisions of the Model Charter. All individuals and member units within the Corporation shall be responsible for implementing the specific Charter of the Corporation.

Article 48.

1. Member units within the Corporation shall base on the Law on State-Owned Enterprises and the specific Charter of the Corporation to establish their own Charter or Regulation on Organization and Operation, which shall be submitted by the General Director to the Board of Directors of the Corporation for approval. The Charter or Regulation of member units shall not contravene the specific Charter of the Corporation.

2. In cases where it is necessary to supplement or amend the specific Charter of the Corporation, the Board of Directors shall submit to the head of the agency that approved the Charter for decision. When member units amend or supplement their own Charters or Regulations on organization and operation, they must be submitted by the General Director to the Board of Directors of the Corporation for decision.

Article 49. In cases where government documents, documents of ministries, ministerial-level agencies, governmental agencies, People's Committees of provinces and centrally governed cities, and decisions establishing member enterprises contain provisions that differ from the specific Charter of each Corporation, if permitted by the Government, they shall be implemented according to the specific Charter of the Corporation./.