Decree No. 66/2011/ND-CP on the application of the Civil Servants Law to leadership and management positions in state-owned single-member limited liability companies and persons appointed as representatives of state capital in enterprises with state participation.

DECREE

Regulations on the application of the Law on Public Officials and Civil Servants to leadership and management positions in state-owned limited liability companies with one member.

This Decree stipulates the appointment, reappointment; transfer, rotation; designation of representatives; resignation, removal; ceasing to represent; evaluation; knowledge enhancement; rewards; disciplinary actions; termination of employment, retirement, and management of personnel files for leadership and management positions in state-owned limited liability companies with one member and persons designated as state representatives in enterprises with state capital contributions.

Part of the state's capital at enterprises with state contributions.

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THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Law on Public Officials and Civil Servants dated November 13, 2008;

Considering the proposal of the Minister of Home Affairs,

DECREE:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree regulates the appointment, reappointment; transfer, rotation; designation of representatives; resignation, removal; ceasing to represent; evaluation; knowledge enhancement; rewards; disciplinary actions; termination of employment, retirement, and management of personnel files for leadership and management positions in state-owned limited liability companies with one member and persons designated as state representatives in enterprises with state capital contributions.

Article 2. Applicability

1. Leadership and management positions in state-owned limited liability companies with one member (hereinafter referred to as enterprise managers), including:

a) Chairman of the Board of Members, Company Chairman;

b) Member of the Board of Members;

c) Inspector;

d) General Director, Deputy General Director, Director, Deputy Director, and Chief Accountant.

2. Persons designated as state representatives in enterprises with state capital contributions (hereinafter referred to as representatives).

3. This Decree also applies to leadership and management positions in the Social Policy Bank, Vietnam Development Bank, and Vietnam Deposit Insurance Corporation.

Chapter II

SPECIFIC PROVISIONS

Section 1

APPOINTMENT, REAPPOINTMENT, TRANSFER, ROTATION OF ENTERPRISE MANAGERS; DESIGNATION OF REPRESENTATIVES

Article 3. Appointment

1. Criteria and conditions for appointment:

a) Meeting the criteria and conditions for the position and title being appointed according to the Enterprise Law and competent authorities;

b) Having complete personal files verified clearly by the competent authority, and a declaration of assets as required;

c) Within the age limit for appointment as prescribed;

d) Having sufficient health to fulfill assigned tasks;

đ) Not falling under the prohibited cases from assuming positions and titles as stipulated by law;

e) In addition to the conditions specified in points a, b, c, d, and đ of this clause, the appointment of inspectors must comply with the provisions of Article 122 of the Enterprise Law and other relevant laws.

2. The term of appointment shall not exceed five years; for the inspector position, the term of appointment shall not exceed three years.

3. Cases not considered for appointment:

a) During the period of prohibition from assuming positions and titles;

b) During the period of disciplinary review, investigation, prosecution, or trial;

c) During the period of implementing disciplinary measures from reprimand upwards.

4. Procedures and formalities for appointment:

a) The Board of Members, Company Chairman shall submit a document to the competent authority regarding the policy, position, and number of personnel proposed for appointment;

b) After receiving the competent authority's agreement document, the Board of Members, Company Chairman shall cooperate with the competent agency to implement the procedures and formalities for appointment as prescribed.

5. An enterprise manager who is appointed to a new position or title shall automatically cease holding the current position or title, except in cases of concurrent appointments decided by the competent authority.

Article 4. Reappointment

1. The business enterprise manager, upon expiration of the term of office, must be reviewed for reappointment or non-reappointment by the competent authority.

2. Criteria and conditions for reappointing the business enterprise manager:

a) Meeting the criteria as stipulated in Clause 1, Article 3 of this Decree;

b) Completing assigned tasks during the period of holding the managerial position;

c) Not being under investigation, prosecution, trial, or serving a disciplinary decision of warning or higher.

3. The term of reappointment shall be implemented according to the provisions of Clause 2, Article 3 of this Decree.

a) In cases where, at the time of retirement, the business enterprise manager has less than five years of service, and the supervisory board member has less than three years of service, the term of reappointment will be calculated until the retirement date as prescribed;

b) In cases where, at the time of retirement, the business enterprise manager has less than two years of service, if meeting the criteria and conditions for reappointment, the competent authority shall consider and decide to extend the term of leadership position until the retirement date as prescribed.

4. Procedures and formalities for reappointment:

a) Three months before the end of the appointment term, the direct management level shall notify the business enterprise manager to write a self-assessment report on the performance of duties during the term of office;

b) The business enterprise manager shall report at the leadership conference of the enterprise for collective contributions and opinions, and organize secret ballot voting according to regulations;

c) The enterprise shall proceed with the procedures to submit to the competent authority for review and reappointment.

5. The decision to extend the term of the business enterprise manager's position as stipulated in point b, Clause 3 of this Article and the reappointment decision must be issued at least one working day prior to the expiration of the business enterprise manager's appointment term.

6. If the business enterprise manager does not receive reappointment or a new position upon expiration of the appointment term, the appointing authority must arrange new work or resolve benefits and policies in accordance with the law.

Article 5. Transfer and Rotation

1. The transfer and rotation of business enterprise managers and representatives must be based on:

a) Business requirements;

b) Political qualities, ethics, capabilities, and professional qualifications suitable for the new position;

c) Human resource planning and utilization plans at the enterprise.

2. The transfer and rotation of business enterprise managers and representatives shall be decided by the appointing authority and the authority that appoints the representative.

A business enterprise manager or representative who is transferred or rotated shall automatically cease to hold their current position, except in cases of concurrent positions decided by the competent authority; they shall enjoy benefits and policies appropriate to the new position as prescribed.

Article 6. Appointment of Representatives

1. The State representative in enterprises must meet the following criteria and conditions:

a) Being a Vietnamese citizen residing in Vietnam;

b) Having political qualities, ethics, capabilities, and professional qualifications suitable for the representative position;

c) Having sufficient health to complete assigned tasks;

d) Understanding laws and having a sense of compliance with laws;

đ) Not falling within any of the circumstances specified in Clause 3, Article 3 of this Decree;

e) In addition to the criteria and conditions stipulated in points a, b, c, d, and đ of this clause, the appointment of representatives must also comply with the provisions of Clause 2, Article 48 of the Enterprise Law and other relevant laws.

2. The term of appointment of representatives is the term of the Board of Members or the Board of Directors.

3. Procedures and formalities for appointing representatives:

a) The Board of Members, Company Chairman shall issue a document to the competent authority regarding the policy, position, and number of personnel proposed for appointment as representatives;

b) After receiving the competent authority's agreement document, the Board of Members, Company Chairman shall cooperate with functional agencies to implement the procedures for appointing representatives as prescribed;

c) If the appointed representative is not approved by the shareholders' meeting or the Board of Members, the competent authority shall appoint another person to replace them.

4. Reappointment of representatives:

a) Upon expiration of the term of representation, the authority appointing the representative must review and assess to reappoint or not reappoint; if not reappointed, the competent authority must arrange alternative work suitable to the capability of the person not reappointed as a representative or resolve benefits and policies in accordance with the law;

b) Criteria and conditions for reappointing representatives are carried out according to the provisions of Clause 1 of this Article;

c) The term of reappointment of representatives is the term of the Board of Members or the Board of Directors;

d) Procedures and formalities for reappointing representatives are carried out according to the provisions of Clause 3 of this Article.

Section 2

ORGANIZATION AND REMOVAL OF BUSINESS ENTERPRISE MANAGERS; CEASING TO BE REPRESENTATIVE

Article 7. Resignation, Removal

1. The business manager may resign or be removed if they fall under any of the following circumstances:

a) Lack of health, capacity, and reputation to fulfill assigned tasks;

b) As required by duties;

c) For other reasons as prescribed by law.

2. After resignation or removal, the competent authority that appoints must have the responsibility to arrange new work or settle benefits and policies according to the provisions of law for the business manager.

3. If the business manager requests resignation or removal but has not been agreed upon by the competent authority, they still must continue to perform their duties and powers.

4. Procedures and formalities for resignation and removal:

a) Based on the circumstances of resignation and removal as stipulated in Clause 1 of this Article, the advisory unit on organizational cadre work of the competent authority proposes appointment to prepare files to submit to the competent authority for consideration and decision. The file includes: brief resume; application for resignation or removal (if any); summary of comments and evaluations of strengths and weaknesses of the person resigning or being removed and recommendations from the advisory unit;

b) For positions appointed by the Prime Minister: The Board of Directors and the Company Chairman send a report along with the file to the Ministry managing the sector to submit to the Prime Minister, while also sending to the Ministry of Home Affairs for review to submit to the Prime Minister for consideration and decision.

Article 8. Ceasing Representation

A representative ceases representation if they fall under any of the circumstances prescribed in Clause 1 of Article 7 of this Decree, then they shall implement the provisions of Clause 2, Clause 3, and point a of Clause 4 of Article 7 of this Decree.

Section 3

ASSESSMENT AND SKILL DEVELOPMENT

Article 9. Assessment

1. The assessment of business managers and representatives is conducted at the end of the year or when implementing procedures for planning, appointment, reappointment, designation, transfer, commendation, and disciplinary action.

2. Content of assessment for business managers and representatives includes:

a) Compliance with Party and State guidelines, policies;

b) Political qualities, ethics, lifestyle, work style, and working habits;

c) Management capacity and qualifications;

d) Business results and effectiveness of production and business activities for business managers; management results and effectiveness for representatives; supervision and evaluation results of the competent authority's operations according to the law.

3. Procedures and formalities for assessment:

a) Business managers and representatives write self-assessment reports and report before the leadership conference of the enterprise;

b) Based on the assessment result report of the enterprise's leadership conference, the competent authority for appointment, reappointment, and designation examines and decides on the assessment and classification into levels: outstandingly completing tasks; completing tasks; failing to complete tasks.

4. Assessment and classification results are kept in the file and notified to the business managers and representatives.

Article 10. Skill Development

1. Skill development for business managers and representatives must be based on:

a) Position, standards of the managerial position and representative role;

b) Requirements for human resource planning and development of the enterprise.

2. Business managers and representatives during skill development training period receive full salary; the training time counts towards continuous service time, salary grade review period, and other rights according to the law.

3. If business managers and representatives who are sent for skill development training by state budget funds voluntarily withdraw from study, leave work, or have completed the course but did not serve the agreed period and voluntarily left work, they must compensate for the skill development costs according to the law.

Section 4

REWARD AND DISCIPLINE

Article 11. Awards

Those who have outstanding achievements shall be awarded in accordance with the provisions of the law on awards.

Article 12. Principles for Disciplinary Actions

1. Objectivity, democracy, fairness, strictness, and compliance with the law.

2. Each violation of the law shall only be subject to one form of disciplinary action. If the business manager or representative commits multiple violations of the law, they will be considered and disciplined separately for each violation, and a more severe form of disciplinary action than the most severe form applied shall be imposed, except in cases where a violation requires disciplinary action in the form of termination of employment.

3. In cases where the business manager or representative continues to commit violations of the law during the period of enforcement of the disciplinary decision, the following forms of disciplinary action shall be applied:

a) If the violation of the law is subject to a less severe or equal form of disciplinary action compared to the current disciplinary action being enforced, then a more severe form of disciplinary action than the current disciplinary action shall be applied;

b) If the violation of the law is subject to a more severe form of disciplinary action compared to the current disciplinary action being enforced, then a more severe form of disciplinary action than the form applied for the new violation of the law shall be imposed;

c) The disciplinary decision for the previous violation of the law shall cease to be effective from the date the disciplinary decision for the new violation of the law becomes effective.

4. The attitude towards accepting, correcting, and proactively remedying the consequences of the violation of the law by the business manager or representative shall be taken into account when considering whether to increase or mitigate the level of disciplinary action.

5. The time during which the business manager or representative is not subject to disciplinary action as stipulated in Clause 1 of Article 20 of this Decree shall not be counted towards the disciplinary action period.

6. Administrative penalties shall not be substituted for disciplinary actions.

7. Any acts that infringe upon the physical body, reputation, and dignity of the business manager or representative during the process of disciplinary action are prohibited.

Article 13. Forms of Disciplinary Action

Forms of disciplinary action include: reprimand; warning; reduction in salary grade; removal from position; and termination of employment.

Article 14. Reprimand

The form of disciplinary action of reprimand shall be applied to the business manager or representative who commits one of the following violations of the law:

1. Failure to perform assigned tasks without a valid reason;

2. Causing disunity within the organization or unit;

3. Misusing the position and authority to use the capital and assets of the enterprise for personal gain and for others;

4. Violating the charter of the enterprise, making decisions beyond authority, misusing position and authority causing damage to the enterprise and the State;

5. Using public property unlawfully;

6. Certifying legal documents for individuals who do not meet the conditions or exceed authority;

7. Using illegal documents to be nominated for knowledge enhancement training;

8. Violating laws on anti-corruption; thrift and waste prevention; labor discipline; gender equality; prostitution prevention; and other related laws.

Article 15. Warning

The warning disciplinary measure shall be applied to business managers and representatives who commit any of the following violations of the law:

1. Issuing legal documents to persons who do not meet the required conditions or beyond their authority;

2. Using information and documents of agencies, organizations, or units for personal gain;

3. Refusing to comply with decisions on job assignment or reassignment made by competent authorities;

4. Causing the loss of state capital or enterprise capital, deciding on investment projects that are ineffective, unable to repay debts, and failing to ensure wages and other benefits for workers in accordance with labor laws;

5. Submitting false financial reports of the enterprise two or more times, or once but with significant discrepancies regarding the financial situation of the enterprise;

6. Violating the law on a serious level concerning anti-corruption; thrift and waste prevention; labor discipline; gender equality; prostitution prevention; and other relevant laws.

Article 16. Reduction in Rank

The reduction in rank disciplinary measure shall be applied to business managers and representatives who commit any of the following violations of the law:

1. Failing to complete assigned tasks with serious consequences without approval from competent authorities;

2. Misusing their positions to intentionally violate the law for personal gain;

3. Seriously violating wage policies; using illegal certificates to illegally increase their pay grade.

Article 17. Dismissal

The dismissal disciplinary measure shall be applied to business managers and representatives who commit any of the following violations of the law:

1. Using illegal documents to obtain appointment to a position;

2. Failing to manage and operate the enterprise properly, resulting in serious management failures regarding capital, assets, accounting, auditing, and other financial regulations set by the state, causing very serious consequences;

3. Being sentenced to suspended imprisonment or non-custodial correction;

4. Violating the law on a very serious level concerning anti-corruption; thrift and waste prevention; gender equality; prostitution prevention; and other relevant laws;

5. Causing the enterprise to incur losses for two consecutive years, or being in a state where between two years of losses there is one year of break-even, without approval from competent authorities;

6. Causing the enterprise to face bankruptcy but not filing for bankruptcy; enterprises under restructuring, dissolution, or ownership change without proceeding with the necessary procedures for restructuring, dissolution, or ownership change without approval from competent authorities.

Article 18. Compulsory Resignation

The compulsory resignation disciplinary measure shall be applied to business managers and representatives who commit any of the following violations of the law:

1. Being sentenced to imprisonment without probation;

2. Being addicted to drugs, confirmed by a competent health authority;

3. Violating financial management, accounting, auditing systems, and other systems to the extent that criminal responsibility can be pursued;

4. Causing the enterprise to incur losses and lose state capital at an extremely serious level;

5. Violating the law on an extremely serious level concerning anti-corruption; thrift and waste prevention; labor discipline; prostitution prevention; and other relevant laws.

Article 19. Liability for Compensation and Repayment of Enterprise Managers and Representatives.

Enterprise managers and representatives who violate laws causing damage to state economy and assets, as well as enterprise economy and assets, shall bear the responsibility for compensation and repayment in accordance with the provisions of the law.

Article 20. Cases Not Subject to Disciplinary Review and Exemption from Disciplinary Responsibility

1. Cases not subject to disciplinary review:

a) During annual leave, leave under regulations, or personal leave approved by competent authorities;

b) During treatment period confirmed by authorized health agencies;

c) During pregnancy, maternity leave, or caring for a child under 12 months old;

d) During temporary detention or arrest pending investigation, prosecution, and trial by authorized agencies for violation of laws.

2. Cases exempted from disciplinary responsibility:

a) Confirmed by competent authorities to be in a state of losing civil capacity when violating laws;

b) Required to comply with decisions of superiors as stipulated in Clause 5, Article 9 of the Law on Civil Servants and Public Officials;

c) Confirmed by competent authorities to have violated laws due to force majeure while performing official duties.

Article 21. Authority to Impose Disciplinary Measures

The authority that appoints enterprise managers and appoints representatives has the authority to impose disciplinary measures and decide on the form of disciplinary action.

Article 22. Disciplinary Council

1. Establishment of the Disciplinary Council

The authority responsible for imposing disciplinary measures as specified in Article 21 of this Decree decides to establish a Disciplinary Council to advise on the application of disciplinary measures against enterprise managers or representatives who have violated laws, except in cases provided for in Clause 2 of this Article.

2. Cases where a Disciplinary Council is not established:

a) Enterprise managers and representatives who have been sentenced to imprisonment without suspended sentence for violating laws;

b) Enterprise managers and representatives who are subject to disciplinary review after a conclusion on their violation of laws by the Party inspection agency or the audit and investigation agency.

Article 23. Composition of the Disciplinary Council

1. The Disciplinary Council consists of five members, specifically as follows:

a) The Chairman of the Council is the Chairman of the Board of Members or the Chairman of the company;

b) One member of the Council is a representative of the direct superior party committee of the enterprise's party committee. In case the direct superior party committee is a local party committee, this member is a representative of the local party committee;

c) One member of the Council is a representative of the enterprise with the person being reviewed for disciplinary action, this member is selected and appointed by the legal representative of that enterprise;

d) One member of the Council is a representative of the Trade Union Executive Committee of the enterprise with the person being disciplined;

đ) One member of the Council serving as secretary is a person responsible for the advisory function regarding organizational and personnel work of the enterprise with the person being reviewed for disciplinary action.

2. In cases where the Chairman of the Board of Members or the Chairman of the company violates laws or breaches the enterprise's discipline, the head of the authority responsible for appointing the Chairman of the Board of Members or the Chairman of the company decides to establish a Disciplinary Council. The Disciplinary Council consists of five members, specifically as follows:

a) The Chairman of the Council is the head or deputy head of the authority responsible for appointing the Chairman of the Board of Members or the Chairman of the company;

b) One member of the Council is a representative of the direct superior party committee of the enterprise's party committee. In case the direct superior party committee is a local party committee, this member is a representative of the local party committee;

c) One member of the Council is a representative of the leadership of the enterprise with the person being reviewed for disciplinary action;

d) One member of the Council is a representative of the Trade Union Executive Committee of the enterprise with the person being disciplined or of the authority responsible for management;

đ) One member of the Council serving as secretary is a person responsible for the advisory function regarding organizational and personnel work of the direct management authority.

3. For positions within the authority of the Prime Minister to appoint, the establishment of the Disciplinary Council is proposed by the Minister of Home Affairs for consideration and decision by the Prime Minister. After the Disciplinary Council convenes and concludes, the Board of Members compiles the results, prepares disciplinary files sent to the sectoral ministry for consideration and submission to the Prime Minister, and simultaneously sends to the Ministry of Home Affairs for verification and submission to the Prime Minister for consideration and decision.

4. It is not allowed to appoint persons with family relationships: father, mother, child recognized by law; spouse; brother, sister, half-brother, half-sister; brother-in-law, sister-in-law, or persons related to the illegal act of the enterprise manager and representative being reviewed for disciplinary action to participate as members of the Disciplinary Council.

Article 24. Principles of Operation of the Disciplinary Council.

1. The Disciplinary Council convenes when at least two-thirds of its members are present, including the Chairperson and the Secretary member. The Disciplinary Council recommends the application of disciplinary measures based on secret ballot results.

2. The meeting of the Disciplinary Council must be recorded in the minutes, including the opinions of the attending members and the results of the secret ballot recommending disciplinary measures.

3. The Disciplinary Council shall automatically dissolve after completing its tasks.

Article 25. Procedure and Formalities for Disciplinary Action

1. The enterprise manager or representative who commits a violation must prepare a self-criticism report, explain the violations, and propose their own disciplinary measure to be submitted to the direct management authority five working days before the Disciplinary Council meeting.

2. The head of the competent authority establishes the Disciplinary Council, organizes the self-criticism meetings, and conducts voting on the disciplinary measures.

3. Within five working days after the Disciplinary Council meeting, the Council must compile the results and disciplinary files to submit to the competent authority for consideration and issuance of the disciplinary decision.

Article 26. Disciplinary Files

1. The files submitted to the competent authority for review and disciplinary action include: the proposal; the violator's self-criticism report; minutes of the self-criticism meetings; complaint letters, inspection conclusions, audit conclusions, and other related documents; minutes of the Disciplinary Council meetings.

2. Disciplinary files and related documents must be kept in the individual's file. The disciplinary decision must be recorded in the individual's personnel file.

Section 5

RESIGNATION, RETIREMENT, AND MANAGEMENT OF RECORDS

Article 27. Resignation

1. Enterprise managers and representatives may resign under one of the following circumstances:

a) Due to organizational restructuring;

b) At their own request and with the approval of the competent authority;

c) As stipulated in Clause 4 of this Article.

2. Enterprise managers and representatives who wish to resign must submit a written request to the competent authority for consideration and decision. Within thirty days from receipt of the request, the competent authority must respond in writing; if they do not agree to the resignation, they must specify the reasons as provided in Clause 3 of this Article; if the individual resigns without the competent authority's approval, they will not be entitled to the resignation allowance and must compensate for training costs as prescribed by law.

3. Resignation requests will not be granted to enterprise managers and representatives under the following circumstances:

a) During the period of being transferred, rotated, or undergoing disciplinary proceedings or criminal responsibility investigation;

b) Pregnant or nursing a child under 36 months old, except in cases of voluntary resignation;

c) Have not completed payment of money or assets owed to the enterprise;

d) Due to business requirements or lack of replacement personnel.

4. If an enterprise manager or representative fails to complete their tasks for two consecutive years and the reasons are not accepted by the competent authority, the competent authority shall arrange alternative work or grant resignation according to the law.

5. Enterprise managers and representatives who resign shall receive a severance allowance equivalent to that provided for civil servants under Articles 5 and 6 of Decree No. 46/2010/NĐ-CP dated April 27, 2010 of the Government on resignation and retirement procedures for civil servants.

6. The enterprise shall bear the cost of implementing the resignation allowance for enterprise managers and representatives.

Article 28. Retirement

The manager of a business enterprise and the representative shall enjoy retirement benefits in accordance with the provisions of the Social Insurance Law. The procedures for retirement for the manager of a business enterprise and the representative shall

Article 29. Management of Files

1. The establishment, retention, and management of personal files of the manager of a business enterprise and the representative shall be conducted according to the分级任务的原因是确保每个部分都能被准确无误地翻译，同时保持文本的专业性和一致性。以下是直接翻译结果：

2. Annually, the enterprise shall conduct statistical work and update the files of business managers and representatives in accordance with regulations applicable to civil servants for reporting to the competent authority.

Chapter III

IMPLEMENTING PROVISIONS

Article 30. Effective Date

This Decree takes effect from September 25, 2011.

Article 31. Guidance on Implementation

1. The Ministry of Home Affairs shall provide detailed guidance on standards, conditions, procedures, and processes for appointing, reappointing, assigning representatives, resignation, dismissal, disciplinary actions, and file management for business managers and representatives; take the lead and coordinate with the Ministry of Finance to provide detailed guidance on Article 19 of this Decree regarding the responsibility for compensation and restitution for business managers and representatives.

2. The Ministry of National Defense and the Ministry of Public Security shall take the lead and coordinate with the Ministry of Home Affairs to specify the application of this Decree to business managers and representatives under their management.

Article 32. Responsibility for Implementation

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees directly under the Central Government, and relevant agencies, organizations, and individuals are responsible for implementing this Decree./.