Circular No. 97/2017/TT-BTC guides the establishment and management of salaries, fees, and bonuses for Chairpersons of Supervisory Boards and Supervisors at state-owned joint stock companies with 100% state capital contribution as stipulated in Government Decree No. 52/2016/NĐ-CP dated June 13, 2016.

  CIRCULAR

Guidelines for the establishment, management of salaries, remuneration, and bonuses for the Chairperson of the Supervisory Board and Supervisors at state-owned joint stock companies with 100% state capital as stipulated in Government Decree No. 52/2016/NĐ-CP dated June 13, 2016.

Based on the Enterprise Law dated November 26, 2014;

On the basis of Government Decree No. 87/2017/NĐ-CP dated July 26, 2017, on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Pursuant to Decree No.Decree No. 52/2016/NĐ-CP dated June 13, 2016 of the Government on salaries, fees, and bonuses for managers of joint stock companies with sole shareholder status held 100% by the State capital;

The Prime Minister issues this Decision amending and supplementing certain Articles of Decision No.Decision No. 35/2013/QĐ-TTgdated June 7, 2013, of the Prime Minister promulgating the Operation Regulations of Supervisors in state-owned joint stock companies with 100% state capital;

The Minister of Finance hereby issues this Circular amending and supplementing certain Articles of Circular No. 133/2015/TT-BTC dated August 31, 2015, issued by the Minister of Finance guiding the financial management mechanism for the Vietnam Chamber of Commerce and Industry (hereinafter referred to as Circular No. 133/2015/TT-BTC).

The Minister of Finance issues the Circularguiding the establishment, management of salaries, remuneration, and bonuses for the Chairperson of the Supervisory Board and Supervisors at state-owned joint stock companies with 100% state capital as stipulated in Government Decree No. 52/2016/NĐ-CP dated June 13, 2016.

PART I

 GENERAL PROVISIONS

2. Organizations and individuals involved in activities related to quality management of products and commodities listed in the List of Products and Commodities Group 2 in Vietnam.

This Circular guides the establishment, management of the fund for salaries, remuneration, and bonuses for the Chairperson of the Supervisory Board and Supervisors at state-owned joint stock companies with 100% state capital.

For the Chairperson of the Supervisory Board and Supervisors in state-owned joint stock companies with 100% state capital established and operating under the provisions of the Securities Law, the Law on Credit Institutions, the Law on Deposit Insurance, financial funds outside the State budget, and organizations handling the purchase and sale of debts of the State, shall be implemented according to the special legal provisions.

Article 2. Applicability

1. Chairperson of the Supervisory Board and Supervisors in state-owned joint stock companies with 100% state capital.

2. Ministries, ministerial-level agencies, agencies under the Government, provincial People's Committees, municipal People's Committees directly under the Central Government, or organizations established in accordance with the law and assigned by the Government to exercise the rights and responsibilities of the State's representative owner in state-owned joint stock companies with 100% state capital.

State-owned joint stock company with 100% state capital (hereinafter referred to as the Company).

4. Agencies, organizations, and individuals related to the establishment and management of funds for salaries, fees, and bonuses for Chairs of Supervisory Boards and Supervisors in joint stock companies with sole shareholder status held 100% by the State capital.

Article 3. Explanation of Terms

Some terms in this Circular are understood as follows:

1. Supervisor in a state-owned joint stock company with 100% state capital (hereinafter referred to as the Supervisor) is an individual appointed, reappointed by the State's representative owner, performing the rights and obligations as prescribed in Articles 104, 105, and 106 of the Enterprise Law and the Operation Regulations of Supervisors in state-owned joint stock companies with 100% state capital.

2. Financial Supervisor is an individual appointed, reappointed by the Minister of Finance, performing the rights and obligations of a Supervisor at the parent company of a state economic group.

The Chairperson of the Supervisory Board is appointed, reappointed by the State's representative owner, working full-time at the state-owned joint stock company, responsible for developing monthly, quarterly, and annual work plans for the Supervisory Board, assigning specific tasks and duties to each Supervisor within the Supervisory Board.

Chapter II

ESTABLISHMENT AND MANAGEMENT OF THE FUND FOR SALARIES, REMUNERATION, AND BONUSES FOR THE CHAIRPERSON OF THE SUPERVISORY BOARD AND SUPERVISORS

Article 4. Establishment of the Salary and Remuneration Fund for the Chairperson of the Supervisory Board and Supervisors

1. In the first quarter of each year, the limited liability company with one member shall determine the salary and remuneration fund for the Chairperson of the Supervisory Board and Supervisors in accordance with Articles 4, 5, and 6 of Decree No. 52/2016/NĐ-CP.

2. Before the 15th day of each month, the limited liability company with one member shall transfer 80% of the planned monthly salary and remuneration (after deducting the amounts payable for social insurance, health insurance, and other amounts as prescribed by law) to the salary and remuneration fund for the Chairperson of the Supervisory Board and Supervisors managed by the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups). If the plan for the salary and remuneration fund has not been approved by the representative body of the owner, the limited liability company with one member shall temporarily transfer 80% of the previous year's monthly salary and remuneration. After the representative body of the owner approves the annual salary and remuneration fund plan, the limited liability company with one member shall make adjustments to ensure that the temporary advance does not exceed 80% of the monthly salary and remuneration of the planned year.

Before the 20th day of each month, the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups) shall pay the monthly salary and remuneration (80% of the annual planned salary and remuneration divided by 12 months) to the personal account of the Chairperson of the Supervisory Board and Supervisors.

3. At the end of the fiscal year, within 15 days after settling the salary fund, the limited liability company with one member shall transfer the remaining salary and remuneration of the Chairperson of the Supervisory Board and Supervisors, based on the settled amount, to the salary and remuneration fund for the Chairperson of the Supervisory Board and Supervisors managed by the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups).

Based on the assessment of the completion level of assigned tasks by the Chairperson of the Supervisory Board and Supervisors, the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups) shall pay the remaining salary and remuneration to the Chairperson of the Supervisory Board and Supervisors as follows:

a) The Chairperson of the Supervisory Board and Supervisors who are assessed as having completed their tasks or better will be paid the remaining salary and remuneration.

b) The Chairperson of the Supervisory Board and Supervisors who are assessed as not having completed their tasks will not be paid the remaining salary and remuneration.

Article 5. Establishment of the Bonus Fund for the Chairperson of the Supervisory Board and Supervisors

1. The bonus for the Chairperson of the Supervisory Board and Supervisors includes annual bonuses and bonuses upon the end of the term. The time and rate of establishment of the bonus fund for the Chairperson of the Supervisory Board and Supervisors shall be carried out in accordance with the Government's regulations on state capital investment in enterprises and management and use of capital and assets in enterprises.

2. When implementing the decision to award annual bonuses to managers and employees of the company, the limited liability company with one member shall transfer 90% of the annual bonus of the Chairperson of the Supervisory Board and Supervisors to the salary, remuneration, and bonus fund for the Chairperson of the Supervisory Board and Supervisors managed by the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups).

Within a maximum of 15 days from the date the limited liability company with one member transfers the annual bonus of the Chairperson of the Supervisory Board and Supervisors, the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups) shall pay the annual bonus to the Chairperson of the Supervisory Board and Supervisors based on the assessment of the completion level of assigned tasks, with a maximum payment of 90% of the annual bonus.

3. The remaining portion (10% of the annual bonus fund) shall be established as the term bonus fund. The term for determining the term bonus fund for the Chairperson of the Supervisory Board and Supervisors shall be calculated according to the term of the Chairman of the Board of Members (or the Chairman of the Company). In cases where the appointment period of the Chairperson of the Supervisory Board and Supervisors does not coincide with the appointment period of the Chairman of the Board of Members (or the Chairman of the Company), the term of the Chairperson of the Supervisory Board and Supervisors shall be calculated from the date of their appointment.

After the Chairperson of the Supervisory Board and Supervisors completes their term, the limited liability company with one member shall transfer the remaining bonus to the salary, remuneration, and bonus fund for the Chairperson of the Supervisory Board and Supervisors managed by the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups). Based on the completion level of tasks throughout the term, the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups) shall pay the remaining portion to the Chairperson of the Supervisory Board and Supervisors according to the following principles:

a) In cases where the Chairperson of the Supervisory Board and Supervisors are assessed as having completed their tasks excellently or satisfactorily during all years of the term, they shall receive the full remaining bonus.

b) In cases where the Chairperson of the Supervisory Board and Supervisors have one year during the term where they are assessed as not completing their tasks, they shall receive 50% of the remaining bonus.

c) In cases where the Chairperson of the Supervisory Board and Supervisors have two or more years during the term where they are assessed as not completing their tasks, they shall not receive the remaining bonus.

d) In cases where the term has not ended but the Chairperson of the Supervisory Board and Supervisors cease to perform their duties due to being reassigned to other work or retirement, the representative body of the owner, or the Ministry of Finance (for financial supervisors at state-owned economic groups) shall, based on reviewing and assessing the completion level of assigned tasks, decide on the specific amount to be paid for the remaining bonus for the period of serving as the Chairperson of the Supervisory Board and Supervisors.

Article 6. Management of the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors

1. The fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors shall be monitored in a separate account at the state treasury, managed by financial accounting units with relevant functions under ministries overseeing industries, government agencies, the Department of Corporate Finance under the Ministry of Finance, the Department of Finance under provincial People's Committees, central cities, having the account holder’s name, account number at the state treasury, and unit code related to the budget. The account holder is the head of the unit or a person authorized according to regulations, while assigning an accountant to monitor the fund account.

For the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors at wholly state-owned enterprises under the Ministry of Finance and financial supervisors at state economic groups, the Department of Corporate Finance under the Ministry of Finance shall be the account holder.

2. Units holding the accounts for the funds for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors shall be responsible for establishing management and usage regulations, maintaining accounting books to track transactions related to the fund account, and reconciling monthly (annually) the transaction amounts and balances with the state treasury.

3. At the end of the accounting period, financial accounting units with relevant functions under ministries overseeing industries, government agencies, the Department of Corporate Finance under the Ministry of Finance, the Department of Finance under provincial People's Committees, central cities shall be responsible for preparing final reports on the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors according to regulations, reporting to the agency representing the owner, the Ministry of Finance (for financial supervisors at state economic groups) for review and approval.

Article 7. Handling of year-end balances of the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors

By no later than 15 days after the agency representing the owner, the Ministry of Finance (for financial supervisors at state economic groups) completes the final settlement of the fund for salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors, if there is a balance remaining in the fund at the agency representing the owner and the Ministry of Finance, the agency representing the owner and the Ministry of Finance shall be responsible for transferring the balance back to the wholly state-owned enterprise. The wholly state-owned enterprise shall record the received amount according to current accounting regulations.

Article 8. Disclosure of information on salaries, remuneration, and bonuses of the Chairperson of the Supervisory Board and Supervisors

In the second quarter of the following year, the agency representing the owner and the Ministry of Finance shall disclose the fund for salaries, remuneration, and bonuses, salary levels, remuneration, bonuses, and average monthly (annual) income (of the previous year) of the Chairperson of the Supervisory Board and Supervisors on their official websites and send this information to the Ministry of Labor, Invalids, and Social Affairs for consolidation and monitoring.

Chapter III

IMPLEMENTATION ORGANIZATION

Article 9. Effective Date

1. This Circular takes effect from October 20, 2017, and replaces Circular No. 221/2013/TT-BTC dated December 31, 2013, issued by the Ministry of Finance, guiding the establishment, management of salary, remuneration, and bonuses for Supervisors and State Capital Representatives as stipulated in Decree No. 51/2013/NĐ-CP dated May 14, 2013, of the Government.

2. A Joint Stock Company with 100% state-owned capital that appoints Supervisors at Joint Stock Companies it wholly owns shall apply the provisions of this Circular to establish regulations on the collection, management of salaries, remuneration, and bonuses for Supervisors appointed by the company.

Any difficulties encountered during implementation should be reported to the Ministry of Finance for consideration and resolution./.