Circular No. 43/2013/TT-BLDTBXH guides the management of labor, wages, remuneration, and bonuses in organizations established and operating under the model of a state-owned limited liability company as prescribed by the Securities Law.

CIRCULAR

Guidelines for managing labor, wages, remuneration, and bonuses

in organizations established and operating under the single-member limited liability company model owned by the State

pursuant to the Securities Law

According to Decree No. 50/2013/NĐ-CP dated May 14, 2013 of the Government on the management of labor, wages, and bonuses for employees in single-member limited liability companies owned by the State;

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

According to Decree No. 51/2013/NĐ-CP dated May 14, 2013 of the Government on the wage system, remuneration, and bonuses for members of the Board of Members or Chairperson, Supervisors, General Directors or Directors, Deputy General Directors or Deputy Directors, Chief Accountants in single-member limited liability companies owned by the State;

At the proposal of the Director of the Department of Labor - Wages,

The Minister of Labor - Invalids and Social Affairs issues this Circular guiding the implementation of labor management, wages, remuneration, and bonuses in organizations established and operating under the single-member limited liability company model owned by the State as stipulated by the Securities Law.

This Circular guides the management of labor, wages, remuneration, and bonuses for employees and members of the Board of Management, members of the Supervisory Board, General Directors, Deputy General Directors, Chief Accountants in organizations established and operating under the single-member limited liability company model owned by the State as stipulated by the Securities Law, including:

Section 1

GENERAL PROVISIONS

Article 1. Scope of Regulation

Organizations established and operating under the single-member limited liability company model owned by the State as stipulated in Clause 1, 2 and Clause 3 of this Article hereinafter referred to as securities organizations.

1. Hanoi Stock Exchange.

2. Ho Chi Minh City Stock Exchange.

3. Vietnam Securities Depository.

Members of the Supervisory Board of securities organizations.

Article 2. Applicability

1. Employees working under labor contracts.

2. Members of the Supervisory Board of securities organizations.

3. Full-time members of the Board of Management, General Directors, Deputy General Directors, Chief Accountants; non-full-time members of the Board of Management.

4. Agencies, organizations, and individuals related to the management of labor, wages, remuneration, and bonuses as prescribed in this Circular.

Section 2

MANAGEMENT OF LABOR, WAGES, AND BONUSES FOR MEMBERS OF THE AUDIT BOARD AND EMPLOYEES

Article 3. Classification of wages, salaries, and bonuses for members of the Audit Board

1. Members of the Supervisory Board shall be paid according to the salary scale and wage table established by the securities organization in accordance with Article 93 of the Labor Code and Decree No. 49/2013/NĐ-CP dated May 14, 2013 of the Government detailing certain provisions of the Labor Code on wages and guidance from the Ministry of Labor - Invalids and Social Affairs.

2. Members of the Audit Board shall be entitled to receive wages and bonuses from the employee wage fund and bonus fund as stipulated in Article 4 of this Circular.

3. Based on the wage payment regulations and bonus regulations, the Board of Management of the securities organization decides on advance wage payments, actual wage payments, bonuses, and the distribution of wages and bonuses to members of the Supervisory Board based on the level of completion of tasks by the Supervisory Board and each individual member of the Supervisory Board.

Article 4. Labor management, determination of salary fund, advance payment of salaries, distribution of salaries and bonuses

1. Securities organizations implement labor management, determine planned wage funds, unit wage rates, advance wage payments, actual wage funds, wage distribution, and bonuses for employees in accordance with Articles 3 and 4 of Section 2; Articles 5, 6, 7, and 9 of Section 3; Clauses 1 and 2 of Article 8 of Section 3 and Section 4 of Circular No. 18/2013/TT-BLĐTBXH dated September 9, 2013 of the Ministry of Labor - Invalids and Social Affairs guiding the implementation of labor management, wages, and bonuses for employees in single-member limited liability companies owned by the State.

2. The average actual wage level is linked to the average labor productivity and actual profit, which is determined in accordance with Clause 2, Article 8, Section 3 of Circular No. 18/2013/TT-BLĐTBXH dated September 9, 2013 of the Ministry of Labor - Invalids and Social Affairs, where the average labor productivity is calculated using the following formula:

      (1)

Where:

- Electronic Information Portal_ENVIRONMENTAverage actual labor productivity.

Total actual revenue for the year.

L_ttsdAverage number of actual employees used annually, calculated in accordance with Clause 1, Appendix I issued together with Circular No. 18/2013/TT-BLĐTBXH dated September 9, 2013 of the Ministry of Labor - Invalids and Social Affairs.

Article 5. Exclusion of Objective Factors when Determining Employee Salary Funds

1. When determining the wage fund and the average actual wage level for employees, securities organizations exclude objective factors affecting labor productivity and profit, including:

a) The State changes policies regarding fees for securities organizations, requires increased depreciation to recover capital quickly, intervenes to stabilize the market, or grants corporate income tax preferences.

b) Securities organizations implement new investments (including software investments, technological innovation investments, infrastructure investments), leading to sudden increases in depreciation due to new investments.

c) Objective factors in the securities market that increase or decrease business revenue in the current year compared to the previous year, affecting the labor productivity and profit of securities organizations, including:

- For Stock Exchanges: the number of listed companies, registration for trading, and the ability to meet listing conditions affect listing fee revenue; volume and price of securities traded affect trading fee revenue; the number of trading members affects membership fee revenue; value of bonds auctioned, plans, and scale of capital raising through bond issuance affect auction activity revenue; value of securities ownership transfers outside the exchange trading system affects securities ownership transfer fee revenue; volume and value of shares auctioned affect auction activity revenue;

- For the Securities Depository Center: the volume of securities deposited executed in the year affects deposit fee revenue; the value of securities registration (first time) executed in the year and the number of times additional securities registration is made affect registration fee revenue; the principal and interest values of government bonds and treasury bills affect agency payment fee revenue for bond and treasury bill principal and interest; the number of times rights are exercised and the corresponding number of shareholders each time rights are exercised affect rights exercise fee revenue; the number of times and the value of securities transfer transactions affect transfer fee revenue; the value of securities ownership transfers not through the stock exchange trading system affect securities ownership transfer fee revenue; the number of depository members affects member management fee revenue; the number of transaction error corrections in the year affects transaction error correction fee revenue.

2. The exclusion of objective factors affecting labor productivity and profit as the basis for determining average wage levels shall be carried out according to the following principles:

a) Labor productivity and profit affected by objective factors must be quantified and calculated using specific data.

b) Objective factors prescribed in point a and point b, Clause 1 of this Article that increase labor productivity and profit must reduce the increased portion of labor productivity and profit. In cases where they decrease labor productivity and profit, the decreased portion of labor productivity and profit must be added to the actual labor productivity and profit indicators.

c) Objective factors prescribed in point c, Clause 1 of this Article that decrease labor productivity and profit must be added to the actual labor productivity and profit indicators. In cases where business operation revenue increases by 15% or more compared to the previous year's performance, the increased portion of business operation revenue from 15% or more shall not be included when determining the wage fund and the average wage level of employees.

3. The revenue from securities business operations shall be implemented in accordance with the guidelines of the Ministry of Finance.

Section 3

WAGE MANAGEMENT, COMPENSATION, AND BONUS FOR BOARD OF DIRECTORS MEMBERS, GENERAL MANAGERS, DEPUTY GENERAL MANAGERS, AND CHIEF ACCOUNTANTS

Article 6. Salary Classification for Full-time Members of the Board of Directors, General Director, Deputy General Director, Chief Accountant

1. The wage classification for dedicated Board of Directors members, General Managers, Deputy General Managers, and Chief Accountants of securities organizations shall be carried out in accordance with the provisions of Section 2 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids, and Social Affairs guiding the implementation of wage, compensation, and bonus systems for members of the Board of Members or Chairmen of companies, Supervisors, General Managers or Directors, Deputy General Managers or Deputy Directors, and Chief Accountants in limited liability companies wholly owned by the State.

2. When classifying wages according to Clause 1 of this Article, the position of dedicated Chairman of the Board of Directors of a securities organization shall be reclassified as the position of dedicated Chairman of the Board of Members or dedicated Chairman of the company; the position of dedicated Board of Directors member shall be reclassified as the position of dedicated member of the Board of Members.

Article 7. Determination of Wage Fund, Remuneration, Bonuses, and Payment of Wages, Remuneration, and Bonuses

1. Determining the wage fund, planned compensation, advance payment of wages and compensation; determining the actual wage fund, compensation fund, and bonus fund; paying wages, compensation, and bonuses to Board of Directors members, General Managers, Deputy General Managers, and Chief Accountants of securities organizations shall be carried out in accordance with the provisions of Articles 7, 8, 10, 11, 12; Clauses 1, 3, 5 of Article 9; points b, c, d, đ of Clause 2 of Article 9 of Section 3 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids, and Social Affairs.

2. When determining the actual average wage level of dedicated Board of Directors members, General Managers, Deputy General Managers, and Chief Accountants, if the securities organization ensures all conditions: preservation and development of state capital; tax payment in accordance with regulations; profit realized in the year is higher than the profit realized in the previous year and the average labor productivity does not decrease compared to the previous year's performance, then the actual average wage level shall be determined as follows:

TL_bqth = TL_cb + H_ln x TL_cb                            (2)

Where:

- TL_bqth: Actual average wage level.

- TL_cb: Basic wage level calculated according to point b, Clause 1 of Article 8 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids, and Social Affairs.

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

+ If profit realized in the year is less than 1.0% higher than the previous year's realization, H_ln shall be calculated at a maximum of 0.3.

+ If profit realized in the year is between 1% and under 1.5% higher than the previous year's realization, H_ln shall be calculated at a maximum of 0.4.

+ If profit realized in the year is 1.5% or more higher than the previous year's realization, H_ln shall be calculated at a maximum of 0.5.

In cases where the securities organization ensures the preservation and development of state capital; tax payment in accordance with regulations; profit realized in the year is higher than the previous year's realization, but the average labor productivity (after excluding objective factors according to regulations) is lower than the previous year's realization, after determining the actual average wage level according to formula (2), the company must deduct wages according to the principle: for every 1% decrease in actual average labor productivity in the year compared to the previous year's realization, there will be a deduction of 1% from the actual average wage level of managerial staff.

3. The average labor productivity used as the basis for determining the actual average wage level of dedicated Board of Directors members, General Managers, Deputy General Managers, and Chief Accountants of securities organizations prescribed in Clause 2, Article 9, Section 3 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids, and Social Affairs shall be implemented in accordance with the provisions of Clause 2, Article 4 of this Circular.

Article 8. Exclusion of Objective Factors when Determining the Wage Fund, Remuneration

The securities organization shall exclude objective factors determined by the State to increase or decrease state capital and the impact of objective factors prescribed in Article 5 of this Circular on state capital invested in the securities organization, labor productivity, and profit when determining the average wage level, wage fund, and remuneration for members of the Board of Directors, General Director, Deputy General Director, Chief Accountant.

Section 4

IMPLEMENTATION AND EFFECTIVE DATE OF ENFORCEMENT

Article 9. Implementation Organization

1. The General Director of the securities organization shall be responsible for performing the tasks prescribed in Article 12 of Circular No. 18/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids and Social Affairs.

2. The Board of Directors of a securities organization shall be responsible for:

a) Perform the tasks prescribed for the Board of Members or the Chairman of the company under Article 13 of Circular No. 18/2013/TT-BLDTBXH and Article 13 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids and Social Affairs. When submitting wage and bonus reports to the owner, simultaneously submit them to the Ministry of Labor, Invalids and Social Affairs for general oversight.

b) Determine planned wages, advance wages for members of the Supervisory Board at the same time as determining the wage fund and advance wages for employees.

c) Determine and report to the owner the implementation plan for wages and bonuses, along with a report evaluating the completion of tasks by members of the Supervisory Board, at the same time as reporting wages and bonuses for employees.

d) Decide on the actual wages, bonuses, and payment of wages and bonuses for members of the Supervisory Board based on their performance of assigned tasks after reporting to the owner.

3. Members of the Supervisory Board shall be responsible for performing the tasks of the Supervisory Board regarding inspection, supervision, review, and recommendation on matters related to labor management, wages, and bonuses as stipulated in the Articles of Organization and Operation of the Securities Organization prescribed by the Ministry of Finance.

4. The owner of the securities organization (the Ministry of Finance) shall be responsible for:

a) Performing the tasks prescribed in Article 15 of Circular No. 18/2013/TT-BLDTBXH and Article 15 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids and Social Affairs.

b) Receiving and reviewing the wage and bonus plans of members of the Supervisory Board of the securities organization. In case of discovering that the determination of wages and bonuses for members of the Supervisory Board does not comply with regulations, instruct the Board of Directors of the securities organization to amend and supplement according to regulations.

Article 10. Effective Date

1. This Circular takes effect from February 15, 2014. The provisions set forth in this Circular shall be applied from May 1, 2013.

2. Securities organizations shall apply the safe operation bonus system and the meal allowance for employees and managerial staff as prescribed in Clause 5, Clause 6, Article 17 of Circular No. 18/2013/TT-BLDTBXH and Clause 4, Clause 5, Article 18 of Circular No. 19/2013/TT-BLDTBXH dated September 9, 2013, issued by the Ministry of Labor, Invalids and Social Affairs.

During the implementation process, if there are any difficulties, please report to the Ministry of Labor, Invalids, and Social Affairs for timely guidance and supplementation.