Decision No. 80/2001/QĐ-BNN on approving the charter of organization and operation of the Water Resources Construction and Technology Transfer Company under the Institute of Water Resources Science

Pursuant to …;

Regarding approval of the charter on organization and operation of the water resources construction and technology transfer company under the Institute of Water Resources Science

irrigation technology under the Institute of Irrigation Science

_______________________

 

THE MINISTER OF AGRICULTURE AND RURAL DEVELOPMENT

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

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

Pursuant to Decision No. 68/1998/QĐ-TTg dated March 27, 1998 of the Prime Minister on pilot establishment of state-owned enterprises in training institutions and research centers;

Considering the proposal of the Director of the Institute of Water Resources Science (report No. 588/TT/TCCH dated July 4, 2001) and the Director of the Personnel Organization Department,

DECISION:

Article 1. - Approves the Charter on organization and operation of the Water Resources Construction and Technology Transfer Company under the Institute of Water Resources Science attached hereto comprising seven chapters and twenty-nine articles.

Article 2. - The Director of the Institute of Water Resources Science shall direct the General Director of the Water Resources Construction and Technology Transfer Company to implement this Charter and detail it into management regulations for each field to be implemented within the Company.

Article 3. - This Charter shall take effect fifteen days from the date of signature.

This Charter replaces the Charter approved pursuant to Decision No. 20/1999/QĐ/TCCB dated January 26, 1999 of the Ministry.

Article 4. - The Head of the Ministry's Office, the Director of the Personnel Organization Department, the Heads of relevant departments and units under the Ministry, and the Director of the Institute of Water Resources Science are responsible for implementing this decision.

 

 

CHARTER

 

Organization and operation of the construction and

technology transfer water resources company

(Approved pursuant to Decision No. 80/2001/QĐ/BNN/TCCB dated August 6, 2001

of the Minister of Agriculture and Rural Development)

________________________________

 

Chapter 1:

GENERAL PROVISIONS

Article 1.- The Water Resources Construction and Technology Transfer Company is a state-owned enterprise under the Institute of Water Resources Science (hereinafter referred to as the Company and the Institute), established according to Decision No. 01/1999/QĐ/BNN-TCCB dated January 4, 1999 of the Minister of Agriculture and Rural Development, based on Decision No. 68/1998/QĐ-TTg dated March 27, 1998 of the Prime Minister on piloting the establishment of state-owned enterprises under training institutions and research centers.

Article 2.- The Company has the following tasks and business fields:

1- Technology transfer, production of materials, and construction of water resources projects, hydropower projects, river and sea shore protection, water supply and drainage projects, transportation infrastructure, civil works, rural infrastructure, and other related projects.

2- Investment and construction consultancy: Planning, investment project preparation, survey, design of water resources projects, hydropower projects, river and sea shore protection projects, rural technical infrastructure; investment project review, design review; construction supervision and installation of equipment; quality inspection and evaluation of projects; consultancy in hydrology, environment, and issues related to water resources.

3- Survey and treatment of hidden dangers in projects.

4- Production and import/export of specialized equipment and machinery for water resources scientific research and technology transfer.

5- Participation in scientific research, construction of research models and demonstration models for scientific research; participation in staff training and international cooperation in related fields.

Article 3. - The Company has:

- Full legal personality, its own seal, and bank accounts and treasury accounts in accordance with State regulations.

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

- Charter on organization and operation, management and operational structure.

- Balance sheet and centralized funds in accordance with Government regulations and guidelines of the Ministry of Finance. - International trade name in English: Construction and Technology Transfer Company, abbreviated as C.T.T.C. - Main office address: No. 6, Alley 95, Chu Bai Street, Dong Da District, Hanoi City.

Article 4.- The Communist Party of Vietnam organization, the Trade Union organization, and other political and social organizations within the Company shall be established and operate in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and the regulations of those organizations.

Chapter 2:

RIGHTS AND OBLIGATIONS OF THE COMPANY

Article 5.- Rights of the Company: 1- The Company has the right to manage and utilize capital, land, and other resources allocated by the Institute and the State in accordance with the laws to achieve its objectives and tasks assigned. 2- The Company has the right to invest, form joint ventures, and contribute capital shares with other enterprises after being reviewed and approved by the Institute Director and competent authorities, but without changing the establishment objectives and main tasks of the Company. 3- The Company has the right to transfer, lease, mortgage, or pledge its assets after obtaining permission from the Institute Director and competent authorities, on the principle of preserving capital and in accordance with the law.

Article 6.- Regarding the management and business organization of the Company: 1- The Company's management structure and business organization shall be established after being reviewed and found suitable for the assigned tasks by the Institute Director. 2- Establish branches and representative offices of the Company both domestically and abroad after obtaining approval from competent authorities and complying with relevant laws. 3- Engage in industries according to assigned goals and tasks, supplement registered business activities based on the Company's capacity and scientific potential of units within the entire Institute, subject to the approval of the Institute Director and competent state authorities. 4- Select export and import markets in accordance with state regulations. 5- Determine purchase and sale prices for materials, raw materials, products, and services (except those priced by the State). 6- Develop and apply labor norms, material norms, unit wage rates per product within the framework of national standards and Institute regulations. 7- After receiving the required number of civil servants transferred by the Institute, the Company has the right to select contractual employees; arrange, use, train labor, choose remuneration forms, and other rights of employers in accordance with the Labor Code and other regulations.

Determine wage and bonus levels for workers based on approved unit wage rates, consistent with service costs and the effectiveness of the Company's operations. 8- Engage with foreign partners related to the Company's activities after obtaining permission from the Institute Director in accordance with state regulations.

Article 7.- Regarding financial management of the Company: 1- Financial work of the Company must comply with state and Institute regulations on financial management. Utilize the Company's capital and funds for production and business purposes in an effective manner, adhering to the principle of capital preservation and development.

2- The Company can raise capital, call for joint venture investments, mortgage the value of land use rights attached to the Company's assets to borrow funds for expanding production and business or investing outside the Company. Capital-raising plans or external investment plans must be agreed upon by the Institute Director, submitted to the Minister of Agriculture and Rural Development for approval, and sent to the state asset management agency at the enterprise. 3- Establish development funds and other funds as prescribed by the Government after fulfilling obligations to the State and the Institute. The remaining profit may be used to reward workers according to state regulations on incentive payments and welfare benefits. 4- Enjoy preferential conditions for loan investment, applying preferential tax rates as prescribed by law for state-owned enterprises under research institutions.

5- Enjoy subsidies, price supports, and other preferential policies of the State when performing production and service tasks for national security, disaster prevention, public welfare activities, or providing products and services according to state pricing policies that do not cover production costs. 6- Enjoy investment or reinvestment incentives as prescribed by the State. 7- Use the basic depreciation fund of the Company; the contribution rate, usage system, and management of the depreciation fund follow government regulations. 8- The Company has the right to refuse any requests for resource provision not permitted by law from any organization or individual, except for humanitarian and public welfare contributions.

Article 8.- Obligations of the Company:

1- Accept and effectively use, preserve, and develop capital, land resources, and other resources allocated by the Institute and the State.

2- Operate in accordance with registered business content; be responsible before the Institute Director and the State for the results of the Company's operations; be responsible before customers and the law for the products and services provided by the Company.

3- Develop the Company's development orientation, five-year plan, and annual plan in line with tasks assigned by the Institute and Ministry, meeting market demands.

4- Continuously innovate, modernize technology, equipment, and management methods of the Company according to approved plans.

5- Fulfill obligations and responsibilities towards workers as stipulated by the Labor Code, ensuring worker participation in Company management.

6- Implement state regulations on natural resource protection, environmental protection, security, and defense.

7- Implement Institute regulations on financial management, comply with inspection regulations of financial agencies and other competent state authorities as prescribed by law.

Adhere to state regulations on capital management, asset management, fund management, accounting, auditing systems, and other regulations; bear responsibility for the accuracy of financial activity data of the Company.

8- Report regularly on the implementation of tasks and plans and business results to the Institute and the Ministry of Agriculture and Rural Development; publish annual financial reports and information to accurately and objectively assess the Company's activities as prescribed by the State.

9 - Pay taxes and other budget contributions to the State in accordance with the provisions of the law; remit a portion of profits to the Institute as prescribed by the Institute and all corporate income tax returned by the State to the Institute for investment in research and training activities of the Institute.

Chapter 3:

ORGANIZATION AND MANAGEMENT OF THE COMPANY'S BUSINESS OPERATIONS

Article 9.- The management structure of the Company includes:

1 - The General Director of the Company.

2 - Deputy General Directors of the Company.

3 - The Chief Accountant of the Company.

4 - Specialized departments.

When necessary, the President of the Institute decides to establish an Advisory Board to provide advice before making important decisions regarding the organization and operation of the Company.

Article 10.- The General Director of the Company:

1 - The General Director of the Company is appointed, dismissed, rewarded, or disciplined by the Minister of Agriculture and Rural Development upon recommendation by the President of the Institute.

The General Director of the Company is the legal representative of the Company, accountable to the President of the Institute, to the Minister of Agriculture and Rural Development, and to the law for all activities of the Company.

The General Director has the highest authority to manage the Company.

2 - The General Director of the Company must meet the standards and conditions stipulated in Article 32 of the Law on State-Owned Enterprises and specific regulations of the Ministry of Agriculture and Rural Development.

3 - The General Director of the Company has the following responsibilities and authorities:

a) Accept, manage, and utilize capital, land, natural resources, and other resources assigned by the Institute and the State according to the objectives and tasks of the Company.

b) Develop the Company's development strategy, long-term and annual plans, investment projects, joint venture schemes, organizational management proposals, and production organization plans of the Company to be reviewed and decided by the President of the Institute or submitted by the President to the Minister of Agriculture and Rural Development.

c) Direct and manage all activities of the Company, accountable to the President of the Institute of Water Resources Science, to the Minister of Agriculture and Rural Development, and to the law for all activities and business results of the Company.

d) Implement state-set product norms and standards; decide on purchase and sale prices of products and services in compliance with state regulations.

e) Submit to the President for decision-making on the organizational structure, appointment, dismissal, reward, and punishment of Deputy General Directors, Chief Accountants, and other positions within the Company according to the classification of the Ministry.

g) Be subject to inspection and supervision by the Institute of Water Resources Science and relevant state agencies concerning the performance of the Company's tasks.

Article 11.- Deputy General Directors assist the General Director in managing the Company in their respective fields as assigned or delegated by the General Director, accountable to the General Director and to the law for their assigned or delegated fields.

Article 12.- The Chief Accountant assists the General Director in directing and organizing accounting and statistical work of the Company and has duties and authorities as prescribed by law.

Article 13.- Specialized departments have the function of advising and assisting the General Director in management and operational activities.

Article 14.- Based on the Institute's development orientation, state plans, guidance from the Ministry of Agriculture and Rural Development, and market demand, the Company independently determines production plans, business methods, services, and organizational structures of its subordinate units in line with its capabilities and levels; at the same time, coordinate with specialized units within the Institute to implement contracts signed by the Company or transfer such contracts to specialized units within the Institute for implementation according to the Institute's allocation to suit the situation and requirements of the work.

Article 15.- For large-scale projects with complex technology related to many specialized fields of the Institute or projects related to national security implemented by the Company, the President may decide to establish a Project Management Board to mobilize the Institute's common technical potential for joint implementation. Upon project completion, acceptance, and handover, the Project Management Board will dissolve itself.

Article 16.- The workforce of the Company consists of some scientific staff and civil servants temporarily transferred or permanently assigned by the President to perform business operations. In addition to this workforce, the Company can enter into contracts with scientific staff within the Institute and hire additional external laborers in accordance with the Company's job requirements and legal provisions.

Scientific staff and civil servants permanently assigned to work at the Company are paid salaries and other earnings corresponding to the Company's business performance. When necessary, the President may reassign them back to the approved staffing quota.

Article 17.- The Workers' and Employees' Congress of the Company is organized and operates according to the guidelines of the Vietnam General Confederation of Labor and the directives of the superior trade union. The full congress or the representative congress ensures the participation rights of workers and employees in managing the Company. The Workers' and Employees' Congress has the following powers and responsibilities:

1 - Discuss and provide opinions on the Company's strategic and production plans. Evaluate the effectiveness of production and business management, propose measures to protect labor, improve working conditions, environmental hygiene, material and spiritual life, and vocational training for employees.

2 - Participate in discussions and construction of collective labor agreements for the representatives of the employees to negotiate and sign with the General Director of the Company.

3 - Discuss and approve regulations on the use of funds directly related to the interests of employees in the Company.

Chapter 4:

FINANCIAL ASPECTS OF THE COMPANY

Article 18.- The Company shall operate on its own financial basis in accordance with the Law on State-Owned Enterprises, the Financial Management and Business Accounting Regulations for State-Owned Enterprises, the Circulars of the Ministry of Finance concerning state-owned enterprises within educational and research institutions, and specific regulations of the Institute.

The Company shall balance its revenues and expenditures and enjoy preferential treatment from the State for enterprises within research and training institutions.

The General Director of the Company shall establish the financial management regulations of the Company in compliance with State regulations and submit them to the Institute Director for promulgation.

Article 19.- The registered charter capital of the Company at the time of establishment by the Institute of Water Resources Science is 5,400 million VND, including:

Fixed Capital: 1,900 million VND.

Working Capital: 3,500 million VND.

The Company has the responsibility to preserve and develop its capital.

When there is an increase or decrease in the charter capital, the Company must adjust it promptly in the consolidated asset statement and publicly announce it in accordance with the guidelines of the Ministry of Finance.

Article 20.- The Company may be established and utilize centralized funds in accordance with the Financial Management and Business Accounting Regulations for State-Owned Enterprises issued together with Decree No. 59/CP dated October 3, 1996, Decree No. 27/1999/NĐ-CP dated April 20, 1999 of the Government, and the guidelines of the Ministry of Finance to ensure that the production and business operations of the Company achieve efficiency.

Chapter 5:

RELATIONSHIP BETWEEN THE COMPANY AND THE INSTITUTE OF WATER RESOURCES SCIENCE AND GOVERNMENT AGENCIES

 Article 21.- For the Institute of Water Resources Science:

1- The Company shall be directly and comprehensively led by the Institute of Water Resources Science. The Institute shall be responsible for directing the Company's activities in accordance with its functions and responsibilities and shall be accountable to the Minister for compliance with laws, policies of the State, and the business performance of the Company.

2- The Company may propose recommendations regarding the system, policies, and operational mechanisms of the Company to the Institute and the Ministry within the framework of the law.

3- The Company shall have the responsibilities, obligations, and rights of a unit within the Institute; it must comply with the regulations of the Institute within the framework of the organizational and operational regulations of the Institute approved by the Ministry of Agriculture and Rural Development.

4- The Company shall be subject to inspection and audit by the Institute regarding the implementation of production plans, professional matters, financial management, scientific research, and training.

Article 22.- For the Ministry of Agriculture and Rural Development:

1- The Company shall be responsible for implementing the State management regulations of the economic and technical sector of the Ministry; the Company shall request the Institute to propose to the Ministry regarding relevant contents.

2- With the task assigned by the State to perform certain functions of the owner, the Ministry shall control the Company in the following areas:

- Establishing, merging, restructuring, and dissolving the Company.

- Approving the articles of association and additional or amended contents of the articles of association of the Company.

- Appointing, dismissing, rewarding, and disciplining the General Director of the Company.

- Participating in reviewing the allocation of capital and other resources to the Company.

- Ranking the enterprise, reviewing the wage rate standards for the Company according to current regulations.

- Creating conditions for the Company to participate equally with other business units in the Ministry.

- The Company shall have the responsibility to report periodically in accordance with State regulations and other reports as required by the Ministry of Agriculture and Rural Development.

Article 23.- For other Ministries, agencies at the level of Ministries, and other agencies under the Government, with the function of state management bodies, overseeing the Company in the following areas:

- Implementing economic and technical norms, standards, and product quality that are consistent with industry-level and national-level standards relevant to their operations.

- Implementing regulations on natural resource protection and environmental protection.

- Managing external relations and import-export activities.

- Implementing provisions regarding the rights and obligations of employees as stipulated by law.

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

Article 24.- For local authorities where the Company has its headquarters and operates: The Company is subject to state management and must comply with administrative regulations and obligations towards People's Councils and People's Committees at various levels as prescribed by law.

Chapter 6:

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 25.- Any supplementation of tasks, restructuring, or dissolution of the Company shall be proposed by the Institute Director for consideration and decision by the Minister of Agriculture and Rural Development.

Article 26.- The Company will be dissolved in the following cases:

1- Persistent losses in production and business operations but not yet in a state of inability to pay maturing debts.

2- Failure to fulfill assigned tasks and obligations, showing signs of violation of laws and the Company’s charter, which would affect the development of the Institute if allowed to continue operating.

Article 27.- Bankruptcy of the enterprise:

When the Company is unable to pay maturing debts, it will be declared bankrupt according to the provisions set forth in Decision No. 68/1998/QĐ/TTg dated March 27, 1998, of the Prime Minister on piloting the establishment of state-owned enterprises in training institutions and research centers.

Chapter 7:

IMPLEMENTING PROVISIONS

Article 28.- This Charter applies to the Water Resources Science Institute-affiliated Construction and Technology Transfer Company, replacing the Charter issued together with Decision No. 20/1999/QĐ/BNN dated January 26, 1999, of the Minister of Agriculture and Rural Development.

All organizations and individuals within the Company are responsible for implementing this Charter.

Article 29.- Based on this Charter, the Director of the Water Resources Science Institute shall specify the relationship between the Company and units within the Institute; instruct the General Director of the Company to establish specific regulations for implementation within the Company, ensuring that the General Director's regulations do not conflict with this Charter and the Organizational Operation Regulations of the Institute.

During implementation, if there is a need to supplement or amend the Company's Charter, the Director shall submit to the Minister of Agriculture and Rural Development for consideration and decision./.