Decision No. 70/2002/QĐ-BNN on Approving and Issuing the Charter of Organization and Operation of FCC Inspection and Sterilization Company

DECISION

Regarding the approval and issuance of the Charter on Organization and Operation of the FCC Inspection and Sterilization Company

THE MINISTER OF AGRICULTURE AND RURAL DEVELOPMENT

Pursuant to Decree No. 73/CP dated November 1, 1995 of the Government stipulating the functions, tasks, authorities, and organizational structure of the Ministry of Agriculture and Rural Development;

Pursuant to the Law on State-Owned Enterprises dated April 20, 1995;

Pursuant to Decree No. 50/CP dated August 28, 1996 of the Government on the establishment, restructuring, dissolution, and bankruptcy of state-owned enterprises, and Decree No. 38/CP dated April 28, 1997 of the Government amending and supplementing certain articles of Decree No. 50/CP;

Considering the proposal of the Director of the FCC Inspection and Sterilization Company and the Head of the Personnel Department,

DECISION:

Article 1. Approves and issues herewith Decision No. 70/2002/QĐ-BNN this Charter on Organization and Operation of the FCC Inspection and Sterilization Company comprising ten chapters and forty-one articles.

Article 2. The Director of the FCC Inspection and Sterilization Company shall be responsible for implementing this Charter and detailing it into specific management regulations for implementation within the company.

Article 3. THIS DECISION SHALL TAKE EFFECT 15 DAYS FROM THE DATE OF SIGNATURE.

Any previous provisions regarding the organization and operation of the FCC Inspection and Sterilization Company that conflict with this Charter shall be abolished.

Article 4. The Heads of the Office of the Ministry, the Head of the Personnel Department, the heads of relevant agencies under the Ministry, and the Director of the FCC Inspection and Sterilization Company shall be responsible for enforcing this Decision.

CHARTER

ORGANIZATION AND OPERATION OF THE FCC INSPECTION AND STERILIZATION COMPANY
( Issued together with Decision No. 70/2002/QĐ-BNN dated August 5, 2002
of the Minister of Agriculture and Rural Development ) 

Chapter 1:

GENERAL PROVISIONS

Article 1: The FCC Inspection and Sterilization Company (hereinafter referred to as the Company) is a state-owned enterprise. Its predecessor was known as "Quality Control Center for Agricultural Products II" pursuant to Decision No. 12/QĐ-UB dated January 11, 1990 of the Ministry of Agriculture and Rural Development, and it was re-established as a state-owned enterprise according to Notification No. 147/TB dated May 8, 1993 of the Government Office and Decision No. 348/NN-TCCB/QĐ dated May 12, 1993 of the Ministry of Agriculture and Rural Development with the name "Agricultural Product Inspection and Export Goods Center". According to Decision No. 65/1999/QĐ-BNN-TCCB dated April 12, 1999, the center was renamed "Export and Import Goods Inspection Center", and on February 4, 2002, it was renamed "FCC Inspection and Sterilization Company" pursuant to Decision No. 390 QĐ-BNN/TCCB of the Ministry of Agriculture and Rural Development.

The Company is a state-owned enterprise directly under the Ministry of Agriculture and Rural Development, operating in the field of inspection and sterilization.

Article 2: The FCC Inspection and Sterilization Company has:

1/ Legal personality under Vietnamese law

2/ International trade name: FCC Control and Fumigation Company

3/ Abbreviation: FCC

4/ Main office: 45 Dinh Tien Hoang Street, District 1, Ho Chi Minh City

Tel: (84-8) 8223 183 - 8297 857

Fax: (84-8) 8290 202 - 9103 070

Email: [email protected]

Website: http://www.fcc.com.vn

5/ Charter on organization and operation, management and operational structure.

6/ Capital and assets, liable for debts within the scope of capital managed by the Company.

7/ A separate seal, entitled to open accounts at the State Treasury and specialized banks in accordance with regulations.

8/ Balance sheet and centralized funds in accordance with government regulations and directives from the Ministry of Finance.

Article 3 : The Company is managed and operated by the General Director of the Company.

Article 4 : The Company is subject to state management by the Ministry of Agriculture and Rural Development, Ministries, agencies equivalent to ministries, governmental agencies, provincial People's Committees, and municipal People's Committees directly under the central government in their capacity as state management agencies, and simultaneously is subject to management by these agencies in their capacity as agencies exercising ownership rights over state-owned enterprises in accordance with the Law on State-Owned Enterprises and other legal provisions.

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

Trade union organizations and other political social organizations in the Company operate in accordance with the Constitution and laws.

Article 6 : The General Director and Management Board of the Company respect the leadership of various levels of the Party Committee, trade unions, youth leagues, people's inspection boards, and other mass organizations as recognized by law.

The Party, trade union, and other mass organizations participate in managing the Company's activities but do not directly decide matters within the authority of the General Director, the Workers' and Staffs' Congress, and the Management Board.

, Clause 1, Clause 2 Article 7a of this Regulation. : The General Director of the Company is responsible for reporting periodically every quarter to the Party Committee and the Trade Union Executive Board on the production and business operations of the Company. The Party Committee and mass organizations have the right to propose necessary measures in management work to the General Director. In case of disagreement, the General Director shall make the decision and bear responsibility for it.

Chapter 2:

Rights of the Company

I. RIGHTS OF THE COMPANY

Article 8:

1/ The company has the right to manage and utilize capital, land, natural resources, and other state resources allocated according to the provisions of the law to fulfill its assigned tasks, objectives, and plans.

2/ The company has the right to allocate capital to subsidiary units within the company for effective management and utilization of resources received from the State.

3/ The company has the right to transfer, lease, mortgage, pledge assets under its management (except for land, factories, and important equipment as prescribed by the State which must be approved by competent authorities).

Article 9:

The Company has the right to organize management and business operations as follows:

1/ Organize management structures and business operations in accordance with the objectives and tasks assigned by the Ministry.

2/ Update technology, invest in equipment, research, and apply scientific and technological advancements to the company's activities.

3/ Establish branches and representative offices of the company in accordance with the law.

4/ Engage in industries compatible with the assigned objectives and tasks, expand business scale based on the company's capacity and market demand, and operate in other fields upon approval by authorized agencies.

5/ Allocate markets among dependent economic units.

6/ Determine service prices except in specific cases where the State has set maximum and minimum price ranges.

7/ Be allowed to engage in joint ventures and joint stock contributions in accordance with the law when permitted by the Ministry of Agriculture and Rural Development.

8/ Establish labor norms, material quotas, and unit wage rates within the framework of national standards.

9/ Select, hire, deploy, train labor, choose remuneration forms, and exercise other rights of employers as stipulated by the Labor Code and other laws. Determine wages and bonuses for employees based on approved wage rates and the company's business performance.

10/ Invite and host foreign business partners to work at the company in accordance with the law, dispatch company staff abroad for work, study, survey, or represent in joint venture organizations as prescribed by the law;

Article 10 : The company has financial rights as follows:

1/ The right to use the company's capital and funds to serve legitimate business purposes promptly while ensuring efficient use and preservation of capital.

2/ The right to borrow capital and mortgage assets under the company's management at domestic banks for business operations in accordance with the law.

3/ The right to establish and manage centralized funds, basic depreciation funds, and the proportion of contributions to these funds as prescribed by the Ministry of Finance.

4/ The right to use remaining profits after fulfilling state obligations to establish development investment funds and other funds as prescribed, and distribute remaining profits to employees based on their contribution to the company's business results for the year.

Article 11 : The company has the right to refuse and report any requests for resources not prescribed by law from any individual or organization, except voluntary contributions for humanitarian and public welfare purposes.

II. OBLIGATIONS OF THE COMPANY :

Article 12 :

1/ The company is obligated to accept and effectively utilize and develop the capital allocated by the State, including capital invested in other enterprises (if any), to serve the company's business purposes based on assigned tasks.

2/ The company is obligated to fulfill debts and receivables in the company's balance sheet and loans taken by the company.

Article 13 : The company is obligated to manage business activities as follows:

1/ Register for business and conduct business in registered industries, bear responsibility before the State for the company's business results, and be responsible to customers and the law regarding products and services provided by the company.

2/ Develop strategic plans, annual and five-year plans of the company in line with market needs.

3/ Enter into and organize the implementation of economic contracts with partners.

4/ Modernize technology and management methods.

5/ Fulfill obligations towards employees as stipulated by the Labor Code, ensuring employee participation in company management.

6/ Implement state regulations on resource protection, environmental protection, national defense, and national security.

7/ Implement reporting, statistics, accounting, and regular reporting systems as required by the State, and be responsible for the accuracy of such reports.

8/ Comply with inspection regulations of financial authorities and other state agencies as prescribed by law.

Article 14 :

1/ The company is obligated to comply with management systems and regulations concerning capital, assets, funds, accounting, bookkeeping, auditing, and other systems prescribed by the State, and be responsible for the authenticity of the company's financial activities.

2/ The company publicly discloses annual financial reports and information to accurately and objectively assess the company's operations as prescribed by the Government.

Article 15 :

1/ The company is responsible for the quality of services it has contracted. In case of complaints or disputes, the company, along with buyers and relevant authorities, will examine the causes, and if the cause is due to the company, it will bear responsibility for compensation as prescribed by law.

2/ Any disputes over interests between the company and other entities that cannot be resolved through negotiation shall be settled according to the law (through economic courts or state arbitration).

Chapter 3:

DIRECTOR OF THE COMPANY AND ASSISTANT ORGANIZATION

Article 16 : The company director is appointed, relieved, rewarded, and disciplined by the Minister of Agriculture and Rural Development.

The company director is the legal representative of the company, accountable to the Minister of Agriculture and Rural Development and the law for the operation and activities of the company.

The director is the highest authority in managing the company.

The director must meet the criteria and conditions as stipulated in Article 32 of the Law on State-Owned Enterprises.

The Director shall have from two to three Deputy Directors to assist, the Director has the right to select and propose the Ministry of Agriculture and Rural Development to appoint, dismiss Deputy Directors, and the Chief Accountant.

The Director represents the Company in signing economic contracts and certificates.

The Director may delegate authority to another person to sign documents through a power of attorney. The delegate is responsible to the Director and under the law.

Article 17 : The Director of the Company has the following duties and powers:

1/ To receive capital and other resources of the company assigned by the State for management and use according to the objectives and tasks assigned by the State.

2/ To develop long-term and annual plans of the Company on production, business operations, and training of successor staff. To develop joint venture and cooperation investment schemes of the Company for approval by competent authorities.

3/ To comply with the State's regulations on purchase and sale prices of products and services set by the State, and to decide purchase and sale prices of other products and services in accordance with State regulations.

4/ To organize the implementation of economic and technical norms, product standards, wage rates in accordance with State regulations. To issue internal rules, reward and disciplinary regulations applicable within the Company in compliance with legal provisions.

5/ To manage and operate the Company's activities, be responsible for the results of the Company's business operations, be accountable to the Minister of Agriculture and Rural Development and under the law for the implementation of State regulations concerning the Company's activities.

6/ To submit to the Minister of Agriculture and Rural Development for decision on the appointment, dismissal, rewards, and punishments of Deputy Directors and the Chief Accountant after consulting the opinions of the Party Committee and the Trade Union Executive Board.

7/ To submit to the Minister of Agriculture and Rural Development organizational restructuring plans for the Company.

8/ To issue regulations on the organization and operation of dependent units of the Company.

9/ To decide on the appointment, dismissal, rewards, and punishments of Heads of Departments and Units and other positions within the Company's organizational structure.

10/ To be subject to inspection and supervision by the Ministry of Agriculture and Rural Development and other competent State agencies regarding the performance of its functions and duties as prescribed by law.

Article 18 : Deputy Directors assist the Director in managing one or more areas of the Company's operations as assigned or delegated by the Director, and are responsible to the Director and under the law for the tasks assigned or delegated.

Article 19 : The Chief Accountant assists the Director in directing and organizing accounting and statistical work of the Company, having rights and responsibilities as stipulated by law.

Article 20 : Specialized departments provide advisory support to the Director in their respective fields. Based on specific conditions at each stage, units develop business plans sent to the General Director for adjustment, consolidation, and approval of the overall plan of the Company based on the plan approved by the Workers' Congress. Monthly reports on business operations conducted by units are compiled and analyzed during monthly coordination meetings.

Article 21 : Organizational Structure of the Company

Functional Departments:

1/ Human Resources Training and Advisory Department

2/ Certification Department

3/ Finance and Accounting Department

4/ Administrative Management and Archive Department

Functional departments assist the Director in managing and operating internal administrative and personnel, financial, issuance of certificates, collection of receivables, asset management.

Specialized departments:

1/ Agricultural Products Inspection Department

2/ Industrial Product and Petrochemicals Inspection Department

3/ Maritime and Loss Inspection Department

4/ Sterilization Department

5/ Biochemical Analysis Department

6/ Mechanical and Physical Analysis Department

Specialized departments assist the Director in managing and operating inspection and sterilization activities, marketing, customer and market search.

Dependent Economic Units of the Company

1/ FCC Branch in Hanoi

2/ FCC Representative Office in Da Nang, Dak Lak

3/ Inspection Stations in some provinces and cities

Depending on the development phase of the Company, departments and subordinate units will be formed and restructured accordingly.

Chapter 4:

THE WORKING GROUP OF EMPLOYEES IN THE COMPANY 

Article 22 : The Workers' Congress is a direct form for workers to participate in enterprise management. The Workers' Congress has the following rights:

1/ To participate in discussing and building collective labor agreements for negotiation and signing by the representative of the workforce with the Director.

2/ To discuss and approve the regulations on the use of funds directly related to the interests of workers.

3/ To discuss and contribute opinions on planning, evaluating the effectiveness of production and business operations, proposing measures to protect workers, improve working conditions, living standards, environmental hygiene, training and retraining of workers.

4/ To introduce individuals with sufficient capability and suitability to join the People's Inspectorate.

Article 23 : The Workers' Congress operates according to guidelines from the Vietnam General Confederation of Labor and the industry trade union.

1/ The Workers' Congress annually elects a People's Inspectorate consisting of three to four people with credibility, capability, and direct involvement in important sectors of the agency. The People's Inspectorate must have the ability to operate independently to exercise the collective right to inspect all aspects of production and business operations, income distribution, implementation of State policies, internal regulations. Inspect the obligations and rights of workers in the Company. The People's Inspectorate operates according to the requirements of the leadership board, the Trade Union Executive Board, and the resolutions of the Workers' Congress. Every quarter, the People's Inspectorate submits a report on its activities to the leadership board and the Trade Union Executive Board. The next Workers' Congress announces the full report on the activities and results of the People's Inspectorate.

The People's Inspectorate has the duty to establish suggestion boxes for workers and employees placed at the agency, to collect and report monthly to the Director on the suggestions received regarding internal and external management activities of the agency, departments, and other opinions of employees within the company.

Chapter 5:

ECONOMIC UNITS DEPENDENT ON THE COMPANY

"d) Within no more than one working day from the date of receiving the dossier submitted for administrative procedures by the specialized agency assigned by the Provincial People's Committee, the Chairman of the Provincial People's Committee shall issue a notification of the result of the inspection of plant-based food exports or a certificate at the request of the importing country." : Member units are dependent accounting entities established by the Company Director upon approval by the Ministry.

Dependent member units shall open bank accounts in accordance with their accounting methods.

Dependent member units shall have organizational operation regulations issued by the Company Director in compliance with the company’s charter and relevant laws.

All Branches and Representative Offices are subject to comprehensive management by the Company, providing regular and ad hoc reports as required by the Director.

Chapter 6:

MANAGEMENT OF THE COMPANY'S CONTRIBUTED CAPITAL IN OTHER UNITS

Article 25 : Regarding the contributed capital of the Company in other enterprises, the Company Director has the following rights and obligations:

1/ To develop capital contribution plans to be submitted to the Ministry of Agriculture and Rural Development and competent state agencies for approval.

2/ To appoint, dismiss, reward, and discipline individuals directly managing the Company's capital in other enterprises in accordance with the law.

3/ To monitor and inspect the use of the Company's capital in other enterprises.

Article 26 Rights and obligations of individuals directly managing the Company's capital in other enterprises:

1/ To participate in management and operational positions in enterprises with the Company's capital contributions according to the enterprise's charter.

2/ To oversee and monitor the operational status of enterprises with the Company's capital contributions.

3/ To implement reporting systems and be accountable to the Company Director for the effectiveness of the use of the Company's contributed capital.

Article 27 Joint ventures in which the company participates are managed, operated, and conducted in accordance with the Law on Foreign Investment, the Enterprise Law, and other relevant Vietnamese laws. The company fulfills all financial rights, obligations, and responsibilities towards these joint ventures as stipulated by Vietnamese law.

All joint venture and cooperative relationships between the company and other units must be formalized through economic contracts as prescribed by law.

Chapter 7:

FINANCIAL ASPECTS OF THE COMPANY

 Article 28 : The company implements a centralized accounting system combined with appropriate decentralization for member units.

The company operates independently in finance in accordance with the State-Owned Enterprise Law, other legal provisions, and the company's charter.

The company is responsible for preserving and developing its capital.

Article 29 :

1/ The registered capital of the company includes:

- Capital assigned by the State at the time of establishment.

- Additional capital assigned by the State.

- Post-tax profits allocated according to current regulations.

- Other sources of capital (if any).

2/ When there are changes in the registered capital, the company must adjust promptly in the consolidated asset statement and publicly announce the adjusted registered capital of the company in accordance with the guidelines of the Ministry of Finance.

Article 30. :

1/ The company is established and uses centralized funds as prescribed by the State to ensure high efficiency in the company's development process.

2/ The establishment, management, and use of centralized funds follow the guidelines of the Ministry of Finance.

3/ The research and training fund is allocated for scientific research and training/retraining of company staff.

4/ Financial reserve funds, incentive funds, and welfare funds are set up according to the regulations of the Ministry of Finance.

Article 31 FINANCIAL AUTONOMY OF THE COMPANY

1/ The company operates on the principle of financial autonomy, must develop and implement a unified centralized financial plan.

2/ The company is responsible for settling debts listed in the balance sheet of the company and other financial commitments (if any).

3/ The company conducts self-inspection and monitoring of all financial activities within the company.

4/ All credit relationships must comply with the regulations of the Ministry of Finance.

5/ The company is responsible for preparing, submitting, registering financial plans, financial statements, balance sheets, and annual settlement reports to competent authorities and annually settling with the Ministry of Finance. The Ministry of Finance reviews and approves the company's annual settlement.

6/ The company is responsible for paying taxes and other payments as prescribed by law. The company may use post-tax profits according to current regulations.

7/ The company strictly adheres to the Accounting and Statistics Regulations, accounting systems, and financial reporting requirements for state-owned enterprises.

8/ The company is subject to financial and business activity inspections and supervision by authorized state agencies as prescribed by law.

 Chapter 8:

RELATIONSHIP BETWEEN THE COMPANY AND STATE AGENCIES AND LOCAL AUTHORITIES

Article 32 : With the Government

1/ Adhere to the law and strictly implement government regulations related to the company.

2/ Comply with regulations concerning establishment, division, merger, dissolution, policies on organization, personnel, financial systems, credit, taxation, profit distribution, accounting and statistical systems, and other relevant regulations affecting the company's operations.

3/ Be subject to inspection and audit by state agencies regarding the implementation of laws and policies governing the company.

4/ Propose and recommend management mechanisms, policies, and systems for the company.

Article 33 : With the Ministry of Finance

1/ The company is subject to state control by the Ministry of Finance in matters of:

- Compliance with financial, accounting, tax, and accounting organizational systems.

- Financial auditing and internal auditing of the company.

2/ The Ministry of Finance is entrusted by the Government to exercise certain ownership functions over the company in matters of:

- Determining the capital and other resources assigned to the company for management and use.

- Inspecting the effective use, preservation, and development of capital and other resources assigned during operations, reflected through the company's annual financial reports.

- Issuing financial regulations applicable to the company.

3/ The company is subject to financial inspection and other issues within the purview of the Ministry of Finance.

4/ The Company is proposed to submit to the Ministry of Finance solutions, mechanisms, financial policies, credit policies, and other related contents.

Article 34 : For the Ministry of Agriculture and Rural Development

1/ Establishing, splitting, merging, dissolving, and reorganizing the Company.

2/ Approving the charter and additional, amended contents of the Company's charter.

3/ Appointing, dismissing, rewarding, and disciplining the General Director, Deputy General Director, and Chief Accountant of the Company.

4/ Participating in capital contribution and other resources for the Company, inspecting the Company's operations.

5/ The Company is responsible for reporting in accordance with state regulations and other reports as required by the Ministry of Agriculture and Rural Development.

Article 35 : Other ministries, ministerial-level agencies, and government agencies acting as state management bodies shall exercise control over the Company in the following areas:

1/ Implementing economic and technical norms, standard product quality criteria consistent with industry and national standards.

2/ Implementing regulations on natural resource protection and environmental protection.

3/ Participating in the appraisal of investment projects according to sectoral development strategies and regional economic plans.

4/ Conducting external relations and import-export activities.

5/ Ensuring the implementation of labor rights and obligations in accordance with the law.

6/ The Company is subject to inspection and supervision by these agencies in areas within their functions as prescribed by law.

Article 36 : For local authorities acting as state management bodies within their territorial jurisdiction, the Company is subject to state management and must comply with administrative regulations and obligations towards People's Councils and People's Committees at all levels as prescribed by law.

Chapter 9:

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 37 : The reorganization, dissolution, and bankruptcy of the Company shall be initiated by the General Director and submitted to the Minister of Agriculture and Rural Development for examination and decision.

Article 38 : The Company will be dissolved if the Minister of Agriculture and Rural Development deems it unnecessary to maintain the Company. Upon dissolution, the Minister of Agriculture and Rural Development shall establish a liquidation committee. The remaining assets of the dissolved Company, after settling debts as prescribed by law, shall belong to the State.

Article 39 : If the Company loses its ability to pay maturing debts, it shall be handled in accordance with the Enterprise Bankruptcy Law.

Chapter 10:

IMPLEMENTING PROVISIONS

Article 40 : This Charter applies to the FCC Inspection and Sterilization Company. All individuals and units within the Company are responsible for implementing this Charter.

Previous regulations concerning the organization and operation of the Company that conflict with this Charter are hereby abolished.

Article 41 :

1/ Based on this Charter, the General Director of the FCC Inspection and Sterilization Company decides on the organizational structure and affiliated units under the Company, specifying the tasks and powers of these units to fulfill the assigned state tasks.

2/ Any changes, additions, or amendments to the provisions of this Charter must be approved by the Workers' Congress of the Company and must also be approved by the Ministry of Agriculture and Rural Development.