Decision No. 92/2000/QĐ-BNN/TCCB on Approving the Charter of Organization and Operation of the Technology Consultancy and Transfer Company of the University of Water Resources

Pursuant to …;

Regarding the approval of the Charter on organization and operationof the Consulting and

Technology Transfer Company of the Hanoi Water Resources University

THE MINISTER OF AGRICULTURE AND RURAL DEVELOPMENT

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

Pursuant to Government Decrees No. 50/CP dated August 28, 1996 on establishment, restructuring, dissolution, and bankruptcy of state-owned enterprises, No. 38-CP dated April 28, 1997 amending and supplementing certain articles of Decree No. 50/CP, and Decision No. 68/1998/QĐ-TTg dated March 27, 1998 of the Prime Minister on piloting the establishment of state-owned enterprises in educational institutions and scientific research organizations;

Considering the proposal of the Rector of the Hanoi Water Resources University (report No. 182 ĐHTL-TCCB/TTr dated April 18, 2000);

At the proposal of the Director of the Cadre and Civil Servant Department,

DECISION:

Article 1.- Approves the Charter on organization and operation of the Consulting and Technology Transfer Company of the Hanoi Water Resources University attached hereto comprising eight chapters and thirty-five articles.

Article 2.- The Rector of the Hanoi Water Resources University directs the General Director of the Consulting and Technology Transfer Company to organize the implementation of this Charter and to detail it into regulations on organization and management for each field to be implemented within the Company.

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

Article 4.- The Head of the Ministry's Office, the Director of the Department of Organization and Cadres, the Heads of units under the Ministry related to this matter, and the Rector of the Hanoi Water Resources University are responsible for implementing this Decision./.

CHARTER

ORGANIZATION AND OPERATION OF THE CONSULTING AND TECHNOLOGY TRANSFER COMPANY

OF THE HANOI WATER RESOURCES UNIVERSITY

(Approved pursuant to Decision No.: 92/2000/QĐ-BNN/TCCB dated August 23, 2000 of the Minister of Agriculture and Rural Development)

 

PART I

GENERAL PROVISIONS

Article 1. The Consulting and Technology Transfer Company of the Hanoi Water Resources University (hereinafter referred to as the Company) is a state-owned enterprise under the Hanoi Water Resources University (hereinafter referred to as the University), established according to Decision No. 87/2000/QĐ-BNN-TCCB dated August 11, 2000 of the Minister of Agriculture and Rural Development, to produce and trade products resulting from research and technology deployment and technological service products linked to the specialized functions and tasks of the University.

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

Investment and construction consulting (planning, investment project preparation, survey, design of water resources and hydropower projects; investment project evaluation; construction quality inspection; current status assessment of works); consulting and services in hydrology and environmental fields;

Construction and installation of water resources, hydropower, bridge, road transport, technical infrastructure works within water resources projects and rural infrastructure projects; construction of paddy fields, salt fields, aquaculture using advanced techniques, new technologies, and new materials;

Transfer of new scientific research results, new technologies into design, construction, and management and exploitation of water resources works;

Participation in scientific research and model experiments;

Participation in training and upgrading technical staff according to the division of labor by the University;

Article 3. The Company has:

1) Legal personality under Vietnamese law.

2) International trading name:

Consultant and Technology Transfer Company of Hanoi Water Resources University (abbreviated as CTC).

3) Main office: 175 Tay Son Street, Dong Da District, Hanoi City.

Branch in Central Region: First floor, Building A1 - Training Area Bin Son, Van Hai Commune, Phan Rang Town, Ninh Thuan Province.

Branch in Southern Region: 145 To Hien Thanh Street, District 10, Ho Chi Minh City.

4) Charter on organization and operation, management and operational structure.

5) Capital and assets. Shall be liable for debts within the scope of capital managed by the Company.

6) Its own seal, allowed to open accounts at State Treasury and specialized banks as prescribed.

7) Balance sheet and funds as prescribed by the Government and guidelines of the Ministry of Finance.

Article 4. The company is managed and operated by the Director.

Article 5. The company is directly and comprehensively managed by the University of Water Resources.

The Ministry of Agriculture and Rural Development, relevant ministries and sectors, and the People's Committees of provinces and centrally governed cities manage the company as state administrative agencies in their respective fields; at the same time, they manage the company as agencies exercising ownership rights according to the Law on State-Owned Enterprises and other relevant laws.

Article 6. The Communist Party of Vietnam organization within the company operates in accordance with the Constitution and laws of the Socialist Republic of Vietnam, and the Charter 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.

 

PART II

RIGHTS AND OBLIGATIONS OF THE COMPANY

PART 1

RIGHTS AND LIMITATIONS OF THE COMPANY

Article 7.

1. The company has the right to manage and utilize capital, land, natural resources, and other assigned resources in accordance with the law to achieve its assigned objectives and tasks.

2. The company has the right to invest, form joint ventures, associate, and contribute shares to other enterprises after being reviewed and approved by the University President and competent authorities as prescribed, without altering 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 University of Water Resources President and competent authorities based on the principle of preserving capital and in accordance with the law.

Article 8. The company has the right to organize management and business operations as follows:

1) Organize management structures and business operations after being reviewed and found suitable for assigned objectives and tasks by the University of Water Resources President.

2) Update technology and equipment.

3) Establish branches and representative offices in localities after obtaining agreement from the University of Water Resources President and in accordance with the law.

4) Engage in businesses as prescribed; expand business scope and scale according to the company's capacity and market demand; engage in additional businesses if approved by the University President and authorized agencies.

5) Choose markets, export, and import according to state regulations.

6) Determine purchase prices, sale prices for materials, products, services, except those priced by the state.

7) Develop and apply labor norms, material norms, unit price of wages per product within the framework of state norms and regulations of the university.

8) After receiving the required number of teachers and staff transferred from the university, the company has the right to enter into contracts with university teachers and staff; hire additional employees from outside in accordance with the company's requirements and legal provisions.

The company has other rights and responsibilities towards employees as stipulated by the Labor Code and other relevant laws.

9) Has the right to determine wage levels, bonuses, and payment methods for employees based on unit price of wages per product approved by authorized bodies, consistent with service costs and operational efficiency of the company.

10) Has the right to international cooperation in the company's areas of operation after obtaining approval from the university president in accordance with the law.

Article 9. The Company has financial rights as follows:

1) To use the capital, funds of the Company, and other resources allocated for production and business purposes in accordance with their intended objectives and effectively, in accordance with the principle of preserving and developing capital.

2) To raise capital, form joint ventures, mortgage the value of land use rights attached to the Company's assets to borrow funds for expanding production and business activities or to invest outside the Company. The plan for raising capital or investing capital outside the Company must be agreed upon by the Rector, submitted to the Minister of Agriculture and Rural Development for approval, and sent to the agency managing state-owned capital and assets in enterprises.

3) After fulfilling all obligations to the State and the School, the Company may establish development investment funds and other funds as prescribed by the Government. The Company may distribute the remaining profit to employees according to each person’s contribution to the business results of the year.

4) To be reviewed and granted back a portion of the corporate income tax left by the State for the School, to build material facilities, purchase equipment to serve scientific research and technological development activities of the Company as approved by the School.

5) To enjoy preferential regimes on investment or reinvestment, conditions for borrowing investment capital, and apply preferential tax rates as prescribed by law for state-owned enterprises under educational institutions.

6) To enjoy subsidies, price supports, or other preferential regimes of the State when performing production and service tasks serving national defense, security, disaster prevention, public welfare activities, or providing products and services according to state pricing policies that do not cover production costs.

7) To use the basic depreciation fund of the Company, the amount and rate of contributions to the basic depreciation fund, usage and management regulations of the basic depreciation fund as prescribed by the Government.

Article 10. The Company has the right to refuse any requests to provide resources not permitted by law from any organization or individual, except for voluntary contributions for humanitarian and public welfare purposes.

 

PART 2

OBLIGATIONS OF THE COMPANY

Article 11.

1. The Company has the obligation to accept, manage, and use effectively, preserve, and develop capital (including initial investment capital and additional capital supplemented by the Company during the course of business), land resources, and other resources assigned by the State and the School.

2. The Company has the obligation to report periodically on the results of production and business operations to the Rector of the Hanoi University of Water Resources and the Minister of Agriculture and Rural Development.

Article 12. The Company has the obligation to manage business activities as follows:

1) To register business in the assigned industries and operate according to the registration, being responsible before the Rector of the Hanoi University of Water Resources, before the Minister of Agriculture and Rural Development, and before the State for the results of the Company's activities, and being responsible before customers and the law for the products and services provided by the Company.

2) To develop the Company's development orientation, five-year plans, and annual plans consistent with the tasks assigned by the School and market demands.

3) To sign and organize the implementation of economic contracts signed with partners. Prioritize signing and implementing contracts with units within the school.

4) To innovate and modernize technology and management methods, using income from asset transfers for reinvestment and updating the Company's technological equipment according to approved plans.

5) To fulfill obligations and responsibilities towards employees as prescribed by the Labor Code, ensuring employee participation in Company management.

6) To comply with state regulations on resource protection, environmental protection, security, and defense.

7) To implement statistical reporting, accounting, periodic reporting systems as prescribed by the State, extraordinary reports of the owner's representative; to comply with inspection regulations of financial agencies and competent state authorities as prescribed by law.

Article 13.

1. The Company has the obligation to strictly follow the management system and regulations regarding capital, assets, funds, accounting, bookkeeping, audit systems, and other systems prescribed by the State; to be responsible for the authenticity of the Company's financial activities.

2. To submit to the Rector of the Hanoi University of Water Resources for review the annual financial settlement report of the Company; to publish the annual financial report and other information to accurately and objectively assess the Company's activities as prescribed by the State.

3. To pay taxes and other state budget payments as prescribed by law.

To contribute a portion of profits to the School as prescribed by the Rector and the entire corporate income tax returned to the School according to Decision No. 68/1998/QĐ-TTg of the Prime Minister dated March 27, 1998.

 

CHAPTER III

MANAGEMENT ORGANIZATION AND BUSINESS PRODUCTION ORGANIZATION OF THE COMPANY

PART 1

MANAGEMENT ORGANIZATION

Article 14. The Director of the Company and the supporting apparatus:

1. The Director of the Company shall be appointed, dismissed, rewarded, and disciplined by the Minister of Agriculture and Rural Development upon recommendation by the Rector of the Hanoi University of Water Resources.

The Director of the Company is the legal representative of the Company, accountable to the Rector of the Hanoi University of Water Resources, the Minister of Agriculture and Rural Development, and the law for all activities of the Company. The Director is the person with the highest management authority within the Company.

The Director of the Company must meet the criteria and conditions stipulated in Article 32 of the State Enterprise Law and specific regulations of the Ministry of Agriculture and Rural Development.

2. Deputy Directors assist the Director in managing the Company according to their assigned tasks and delegated powers by the Director, and are accountable to the Director and the law for the tasks assigned and delegated by the Director.

3. The Chief Accountant assists the Director in directing and organizing accounting and statistical work of the Company, exercising responsibilities and authorities as prescribed by law.

4. Specialized departments have the function of advising and assisting the Director in managing and operating the Company's business.

Article 15. The Director of the Company has the following duties and authorities:

1) Accepting capital, land, natural resources, and other resources transferred by the Hanoi University of Water Resources to organize management and utilization according to the Company's objectives and tasks, ensuring the preservation and development of capital.

2) Developing the orientation for development, long-term plans, and annual plans, investment proposals, joint ventures, organizational management schemes of the Company, and submitting them to the Rector of the Hanoi University of Water Resources for review before presenting them to the Minister of Agriculture and Rural Development.

3) Organizing and managing the operations of the Company, being accountable to the Rector of the Hanoi University of Water Resources, the Minister of Agriculture and Rural Development, and the law for all activities and results of production and business of the Company.

4) Implementing economic and technical norms, product standards in accordance with national and ministry regulations. Establishing wage rates, submitting them to the Rector of the Hanoi University of Water Resources for the Rector to submit to the Ministry for approval. Determining purchase and sale prices for products and services in compliance with state regulations.

5) Submitting to the Rector of the Hanoi University of Water Resources for the Rector to submit to the Ministry for consideration and decision on the appointment, dismissal, rewards, and disciplinary actions of deputy directors and chief accountants of the Company according to the Ministry's classification.

Submitting to the Rector of the Hanoi University of Water Resources for the appointment, dismissal, rewards, and disciplinary actions of cadres' positions decided by the Rector within his/her authority.

6) Reporting to the Rector of the Hanoi University of Water Resources and relevant state agencies about the results of the Company's operations and business.

7) Being subject to inspection and supervision by the Hanoi University of Water Resources and relevant state agencies regarding the performance of the Company's functions and tasks.

 

PART 2

PRODUCTION AND BUSINESS ORGANIZATION

Article 16. Based on the approved development orientation of the Company by the Rector of the Hanoi University of Water Resources and the specific workload during the planning period, the Company independently determines its production and business plans and organizes affiliated production and service units that match the capacity and level, ensuring product quality, enhancing the effectiveness of production and business of these units and the entire Company. At the same time, effectively performing assigned teaching and scientific research tasks.

Article 17. The production and business organizations at the time of establishment of the Company include:

Business units and functional departments (planning, surveying and design, construction, project evaluation, quality inspection of works, hydrology, environment) in Hanoi.

Branch in Central Region: Floor 1, Building A1 - Training Area, Van Hai Commune, Phan Rang Town, Ninh Thuan Province.

Branch in Southern Region: 145 To Hien Thanh Street, District 10, Ho Chi Minh City.

Branches have the function of organizing the implementation of tasks and business activities of the Company within the assigned territory according to the regulations of the Director.

Branches have seals and bank accounts.

Article 18. The workforce of the Company includes some teachers, scientific staff, workers and employees under the establishment of the University, transferred by the President of the University to perform production and business tasks. In addition to this workforce, the Company may enter into contracts with teachers, scientific staff, workers and employees in the University and recruit additional labor from outside in accordance with the requirements of the Company and the provisions of the law.

The President of the Hanoi University of Water Resources stipulates the number of teachers and staff members in the University who can enter into contracts with the Company, and the number of external workers that the Company can recruit additionally.

Teachers, scientific staff, and workers and employees who are fully transferred to work at the Company shall be paid salaries and other income corresponding to the business performance of the Company, while still having the right to enter into contracts to participate in training and research activities of the University. When necessary, the President of the Hanoi University of Water Resources may transfer teachers, scientific staff, and workers and employees working at the Company back to work for the University within the approved establishment quota.

 

PART 3

THE WORKING GROUP OF EMPLOYEES IN THE COMPANY

Article 19. The Workers' and Employees' Congress of the Company is a direct form for workers to participate in managing the Company. The Workers' and Employees' Congress has the following rights:

1) Participate in discussions and build collective labor agreements for the representative of the workforce to negotiate and sign with the General Director of the Company.

2) Discuss and approve the regulations on the use of funds directly related to the interests of workers in the Company.

3) Discuss and provide opinions on the planning and production plans of the Company, evaluate the effectiveness of production and business management, propose measures to protect workers, improve working conditions, environmental hygiene, material and spiritual life, and technical and vocational training for workers.

Article 20. The Workers' and Employees' Congress is organized and operates in accordance with the guidance of the Vietnam General Confederation of Labor and the directives of the superior trade union.

 

PART IV

FINANCIAL ASPECTS OF THE COMPANY

Article 21. The Company implements a centralized accounting system.

The Company operates financially independently in accordance with the Law on State-Owned Enterprises, Financial Management Regulations and Business Accounting for State-Owned Enterprises, and specific regulations of the President of the Hanoi University of Water Resources.

The Company balances its revenues and expenditures and enjoys preferential policies of the State for state-owned enterprises in educational institutions and research facilities.

The General Director of the Company establishes financial management regulations for the Company in accordance with State regulations and submits them to the President of the Hanoi University of Water Resources for issuance.

Article 22. The registered capital of the Company at the time of establishment transferred by the Hanoi University of Water Resources is 6,000 million VND (six billion VND).

Includes:

Fixed capital: 2,800 million VND

Working capital: 3,200 million VND

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

When there is an increase or decrease in the registered capital, the Company must adjust it promptly in the balance sheet and publicly announce it according to the guidelines of the Ministry of Finance.

Article 23.

The Company is established and uses centralized funds in accordance with the Financial Management and Business Accounting Regulations for State-Owned Enterprises issued together with Decree 59-CP dated October 3, 1996, Decree 27/1999/NĐ-CP dated April 20, 1999 of the Government, and the guidelines of the Ministry of Finance to ensure that the Company's production and business operations achieve efficiency.

Article 24. Financial autonomy of the Company:

1. The Company operates on the principle of financial autonomy, balancing revenues and expenditures, and is responsible for preserving and developing sources of capital.

2. The Company is responsible for paying off debts and collecting receivables recorded in the balance sheet of the Company and other financial commitments.

3. All credit relationships (loans, lending, delayed payment purchases, guarantees) between the Company and partners must comply with state regulations.

4. The Company is responsible for drafting, submitting, and registering financial plans and balance sheets, final accounts reports of the Company to the Rector of the Hanoi University of Water Resources, the Ministry of Agriculture and Rural Development, and the Ministry of Finance. The Rector of the Hanoi University of Water Resources reviews the annual final accounts report of the Company.

5. The Company is responsible for paying taxes as prescribed by law; allocating a portion of profits into funds of the School according to the provisions of the Rector. The Company may be considered for allocating a portion of corporate income tax returned by the State to the School for investment and development of the Company.

6. The Company must strictly implement the Accounting and Statistics Ordinance, accounting systems, and financial reporting as prescribed for state-owned enterprises.

7. The Company is subject to financial inspection and supervision regarding its business activities by the Hanoi University of Water Resources and competent state agencies.

 

CHAPTER V

RELATIONSHIP BETWEEN THE COMPANY AND THE HANOI UNIVERSITY OF WATER RESOURCES AND STATE AGENCIES

Article 25. For the Hanoi University of Water Resources:

1. The Company is directly and comprehensively led by the Hanoi University of Water Resources.

2. The Company is subject to inspection and audit by the Hanoi University of Water Resources on the implementation of laws and state policies within the Company.

3. Propose and make recommendations to the Hanoi University of Water Resources and the Ministry of Agriculture and Rural Development on the operational mechanisms and policies of the Company within the framework of the law.

4. The Company has the responsibilities, obligations, and rights of a member unit within the University.

5. The Company must comply with management regulations of the Hanoi University of Water Resources within the framework of organizational and operational regulations of the University as prescribed by law.

6. The Company is subject to inspection and audit by the University on the implementation of business plans, professional and technical matters, financial management, scientific research, and training.

Article 26. The Rector of the Hanoi University of Water Resources is authorized by the Minister of Agriculture and Rural Development to manage the Company, and is responsible for directing the Company's operations in accordance with its functions and tasks, and shall be accountable to the Minister of Agriculture and Rural Development regarding compliance with state laws and policies, the business effectiveness of the Company, and the provisions set forth in Part II of Circular No. 11/1999/TTLB-BGDĐT dated March 3, 1999 issued jointly by the Ministry of Education and Training, the Ministry of Science, Technology and Environment, and the Government Office’s Personnel Committee.

Article 27. With respect to the Ministry of Agriculture and Rural Development:

1. The Company is responsible for implementing state management regulations concerning the economic and technical sector as prescribed by the Ministry of Agriculture and Rural Development; the Company shall request the Hanoi University of Water Resources to make recommendations to the Ministry of Agriculture and Rural Development on relevant matters.

2. In fulfilling the state-assigned role of exercising certain ownership functions, the Ministry of Agriculture and Rural Development shall control the Company in the following areas:

Establishment, merger, restructuring, and dissolution of the Company.

Approval of the Articles of Association and any supplementary or amended provisions thereof.

Appointment, dismissal, commendation, and disciplinary action against the General Director of the Company.

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

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

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

The Company shall have the responsibility to submit regular reports as required by the state and other reports as requested by the Ministry of Agriculture and Rural Development.

Article 28. With respect to the Ministry of Finance:

1. The Company shall be subject to state control by the Ministry of Finance regarding adherence to financial systems, accounting practices, taxation, and organizational structures for accounting.

2. As the agency entrusted by the state to exercise certain ownership functions, the Ministry of Finance shall control the Company in the following areas:

Determining the state resources and other sources allocated to the Company for management and utilization.

Supervising the use, preservation, and development of capital and other resources during the course of operations, as reflected in the annual financial reports of the Company.

The Company shall be responsible for implementing the financial regulations applicable to state-owned enterprises as promulgated by the Ministry of Finance; reporting and being subject to financial audits and inspections, and other matters within the purview of the Ministry of Finance.

Through the Hanoi University of Water Resources and the Ministry of Agriculture and Rural Development, the Company may propose solutions, financial mechanisms, credit policies, and other related issues to the Ministry of Finance.

Article 29. With respect to other ministries, agencies at the ministerial level, and other government bodies, acting as state management agencies, they shall control the Company in the following areas:

Implementing economic and technical norms, product standards, and quality requirements consistent with industry and national standards.

Adhering to regulations on resource protection and environmental conservation.

Handling foreign relations and import-export activities.

Adhering to labor rights and obligations 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 30. With respect to local authorities where the Company has its headquarters and operates: The Company shall be subject to state administration and comply with administrative regulations and obligations towards People's Councils and People's Committees at various levels as prescribed by law.

 

Chapter VI

REORGANIZATION, DISSOLUTION, BANKRUPTCY OF THE COMPANY

Article 31. The restructuring or dissolution of the Company shall be proposed by the Rector of the Hanoi University of Water Resources, and decided upon by the Minister of Agriculture and Rural Development.

Article 32. The Company shall 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, with signs of violation of laws or the Company's charter, if such activities affect the development of the University.

Article 33. If the Company is unable to pay maturing debts, it shall be handled according to the provisions of the Enterprise Bankruptcy Law. The General Director of the Company shall be responsible for the situation leading to the Company's bankruptcy as stipulated by law.

 

Chapter VII

IMPLEMENTING PROVISIONS

Article 34. This Charter applies to the Hanoi University of Water Resources Technology Consulting and Transfer Company.

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

Article 35. Based on this Charter, the Rector of the Hanoi University of Water Resources shall direct the General Director of the Company to establish specific regulations to implement it, but they must not contravene the organizational operation charter of the University.

During implementation, if there is a need to supplement or amend this Charter, the Rector of the Hanoi University of Water Resources shall submit it to the Minister of Agriculture and Rural Development for consideration and decision.