Decree No. 97/2024/ND-CP Amending and Supplementing Certain Articles of Decree No. 10/2019/ND-CP dated January 30, 2019 of the Government on the Implementation of Rights and Responsibilities of State Capital Owners' Representatives

 

DECREE

Amending and supplementing some articles of Decree No. 10/2019/NĐ-CP

dated January 30, 2019 of the Government on exercising rights and responsibilities of state capital representatives

responsibility of the state-owned enterprise representative

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Pursuant to the Law on the Organization of the Government dated June 19, 2015 and the Law amending and supplementing some articles of the Law on the Organization of the Government and the Law on the Organization of Local Administration dated November 22, 2019;

Pursuant to the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises dated November 26, 2014;

Pursuant to the Enterprise Law dated June 17, 2020;

At the proposal of the Minister of Planning and Investment;

The Government promulgates this Decree amending and supplementing some articles of Decree No. 10/2019/NĐ-CP dated January 30, 2019 of the Government on exercising rights and responsibilities of state capital representatives.

Article 1. Amending and supplementing some articles of Decree No. 10/2019/NĐ-CP dated January 30, 2019 of the Government on exercising rights and responsibilities of state capital representatives as follows:

1. Amend and supplement Clause 2, Article 3 as follows:

"2. The Prime Minister shall exercise rights and responsibilities of state capital representatives according to the provisions of the Law on Management and Use of State Capital for Investment in Business Operations and relevant laws concerning enterprises invested in by the Prime Minister to establish enterprises as specified in Appendix 1 attached hereto.”

2. Amending and supplementing Clause 3 of Article 3 as follows:

"3. The agency representing state capital shall exercise rights and responsibilities of state capital representatives according to the provisions of the Law on Management and Use of State Capital for Investment in Business Operations and relevant laws concerning:

a) Enterprises established by the agency representing state capital;

b) Enterprises managed or directly representing state capital by the agency representing state capital, including enterprises established by the Prime Minister before the effective date of the Law on Management and Use of State Capital for Investment in Business Operations and not listed in Appendix I attached hereto;

c) The portion of state capital invested in joint-stock companies and limited liability companies with two or more members.”

3. Amending Point c Clause 2 Article 6 as follows:

"c) Approving the business strategy, production and business plan, and five-year development investment plan of the enterprise according to the proposal of the agency representing state capital and the review opinion of the Ministry managing the industry. The Ministry managing the industry specified in Appendix 2 attached hereto shall take the lead and coordinate with the Ministry of Finance, the Ministry of Planning and Investment, and other relevant agencies to prepare the review report, submit it to the agency representing state capital for consolidation, and submit it for approval.”

4. Amending Point c Clause 4 Article 9 as follows:

"c) Supervision and inspection of the implementation of approved plans shall be carried out according to the Government's regulations on supervising state capital investment in enterprises, financial supervision, assessing operational efficiency, and publicly disclosing financial information of state-owned enterprises and enterprises with state capital.”

5. Amending Point b Clause 1 Article 10 as follows:

"b) Approving the Board of Directors and the General Director to decide on appointing, reappointing, dismissing, rewarding, and disciplining the General Manager, Director; approving the policy proposed by the Board of Directors and the General Director regarding the appointment of Deputy General Managers and Deputy Directors.

The agency representing state capital shall take the lead and coordinate with the Ministry of Home Affairs to report to the Party Cadre and Civil Servants' Committee of the Government for comments before issuing an approval document for the Board of Directors of enterprises established by the Prime Minister to appoint the General Manager in accordance with the company's charter.”

6. Amending Clause 2 Article 10 as follows:

"2. For supervisors:

a) Deciding on planning, appointing, reappointing, resignation, dismissal, transfer, promotion, reward, punishment, termination of employment, and retirement of supervisors in accordance with the law.

b) Based on the scale of the enterprise, the agency representing state capital shall decide to establish a Supervisory Board consisting of one to five supervisors. In cases where the Supervisory Board consists of only one supervisor, that supervisor shall concurrently serve as the Chairman of the Supervisory Board and must meet the criteria for the Chairman of the Supervisory Board.

c) The agency representing state capital shall select and appoint officials under its management as supervisors and shall be responsible for arranging appropriate work for officials when they cease to serve as supervisors.”

7. Amending Clause 3 Article 11 as follows:

"3. Examining and approving the following matters upon the proposal of the Board of Directors and the General Director:

a) Capital-raising schemes for each project exceeding the level specified in Point a Clause 3 Article 23 of the Law on Management and Use of State Capital for Investment in Business Operations.

The capital-raising activities of enterprises holding 100% state share capital, which are credit organizations, shall be conducted in accordance with the laws on credit organizations and related laws.

b) Capital-raising schemes from foreign organizations and individuals.

For foreign loans obtained through self-borrowing and self-responsibility for repayment, excluding foreign loans in the form of deferred payment imports, the agency representing state capital shall approve the loan policy of the enterprise. The capital-raising activities of enterprises through self-borrowing and self-responsibility for repayment shall be conducted in accordance with relevant laws. For loans guaranteed by the Government, they shall be implemented in accordance with the laws on public debt management and other relevant laws.

c) Investment projects, construction, purchase, and sale of fixed assets of enterprises exceeding the level specified in Point a Clause 1 Article 24 of the Law on Management and Use of State Capital for Investment in Business Operations.

d) Investment projects outside enterprises exceeding the level specified in Point a Clause 4 Article 28 of the Law on Management and Use of State Capital for Investment in Business Operations.

The procedures for preparing, reviewing, and approving projects and schemes stipulated in Clause 2 of this Article shall be carried out in accordance with relevant laws.”

8. Amending Clause 4 Article 11 as follows:

"4. The Decision shall be made for the Board of Members and the Chairman of the company to sign contracts for leasing, mortgaging, or pledging fixed assets of the enterprise with a value exceeding the level classified for the Board of Members and the Chairman of the company according to the provisions of the Law on Management and Use of State Capital Invested in Production and Business Activities at Enterprises and the guiding regulations of the Government."

9. Amend Point e Clause 5 Article 13 as follows:

"e) Proposals for capital contribution, increase, or decrease of capital of the enterprise in subsidiaries; establishment, reorganization, dissolution of branches, representative offices; acceptance of enterprises voluntarily joining as subsidiaries, joint ventures, or associated companies."

10. Amend Point g Clause 5 Article 13 as follows:

"g) Proposals for purchasing, selling fixed assets and loan contracts with a value equal to or greater than 50% of the charter capital of the enterprise or another ratio smaller than that specified in the Articles of Association of the enterprise; proposals for foreign borrowing of the enterprise;"

11. Amend Point i Clause 5 Article 13 as follows:

"i) Plans for labor utilization, salary schemes, remuneration, and bonuses for managers;"

12. Amend Clause 5 Article 14 as follows:

"5. Propose the agency representing the owner to submit to the competent authority for adjustment of the charter capital; amendment and supplementation of the Articles of Association; reorganization, change of ownership, dissolution, and bankruptcy of the enterprise. Decide on the establishment, reorganization, and dissolution of dependent accounting units according to the provisions of the Enterprise Law and notify the agency representing the owner within 180 days from the date of establishment, reorganization, or dissolution of the dependent accounting units.

The establishment of branches and representative offices of enterprises wholly owned by the State is carried out in accordance with the laws on credit institutions.

The establishment of branches and representative offices of enterprises wholly owned by the State under the Ministry of National Defense and the Ministry of Public Security is carried out in accordance with relevant laws and the Articles of Association of the enterprise."

13. Amend Clause 6 Article 14 as follows:

"6. Propose the agency representing the owner to examine and submit to the Prime Minister for approval of the proposal to establish, reorganize, and change ownership of wholly-owned subsidiaries of the enterprise according to the provisions of Clause 3 Article 54 of the Decree No. 23/2022/NĐ-CP dated April 5, 2022 of the Government on the establishment, reorganization, change of ownership, and transfer of the right to represent the owner at enterprises wholly owned by the State."

14. Amend Clause 8 Article 14 as follows:

"8. Propose the agency representing the owner to examine and decide on the investment proposal to supplement capital or not to continue supplementing capital into joint-stock companies or limited liability companies with two or more members; make investment decisions after being decided on the investment proposal by the agency representing the owner."

15. Amend Point a Clause 1 Article 15 as follows:

"a) Decide on the reorganization, change of ownership, dissolution, and bankruptcy of the enterprise. The establishment of branches and representative offices of enterprises wholly owned by the State under the Ministry of National Defense and the Ministry of Public Security is carried out in accordance with relevant laws and the Articles of Association of the enterprise;"

16. Amend Point e Clause 1 Article 15 as follows:

"e) Approve plans for raising capital, investment projects, construction, purchase, sale of fixed assets, and investment projects outside the enterprise with a value exceeding the level classified for the Board of Members and the Chairman of the company according to the law;"

17. Amend and supplement Clause 1 Article 17 as follows:

"1. Relevant organizations and individuals have the following responsibilities:

a) The agency representing the owner shall build and implement internal regulations regarding the organization of exercising rights and responsibilities towards enterprises wholly owned by the State and state capital at enterprises decided to be established or managed by itself.

b) The Ministry of Finance shall guide financial handling in cases of reorganization (merger, consolidation, division, separation), and dissolution of enterprises wholly owned by the State.

c) Political organizations and political-social organizations shall apply the provisions of this Decree to organize the exercise of rights and responsibilities of the owner's representatives towards enterprises where they are the owners."

Article 2. Effective Date

1. This Decree takes effect from September 10, 2024.

2. This Decree abolishes the provision at Clause 11 Article 11 of Decree No. 10/2019/NĐ-CP dated January 30, 2019 of the Government on the implementation of the rights and responsibilities of the State owner's representative.

3. In case there are different provisions about the implementation of the rights and responsibilities of the agency representing the owner in Decree No. 01/2018/NĐ-CP dated January 3, 2018 of the Government promulgating the Charter on Organization and Operation of the Northern Food Corporation and Decree No. 11/2018/NĐ-CP dated January 16, 2018 of the Government promulgating the Charter on Organization and Operation of the Vietnam Railway Corporation compared to the provisions of this Decree, then the provisions of this Decree shall be implemented.

Decree No. 01/2018/NĐ-CP dated January 3, 2018 of the Government promulgating the Charter on Organization and Operation of the Northern Food Corporation and Decree No. 11/2018/NĐ-CP dated January 16, 2018 of the Government promulgating the Charter on Organization and Operation of the Vietnam Railway Corporation shall cease to be effective 24 months from the date this Decree takes effect. The State Capital Management Committee is responsible for promulgating the Charter on Organization and Operation of the Northern Food Corporation and the Vietnam Railway Corporation according to the provisions of Clause 1 Article 9 of Decree No. 10/2019/NĐ-CP dated January 30, 2019 of the Government on the implementation of the rights and responsibilities of the State owner's representative.

4. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial People's Committees directly under the central government, Board of Members, and Chairmen of companies of enterprises wholly owned by the State, and State capital representatives are responsible for implementing this Decree./.

 

 

Appendix I

LIST ENTERPRISES UNDER THE PRIME MINISTER OF THE GOVERNMENT

RESOLUTION ON THE ESTABLISHMENT AND IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF THE STATE CAPITAL REPRESENTATIVE IN ENTERPRISES

(Pursuant to Decree No.       /2024/NĐ-CP dated    July 2024

of the Government)

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1. Military Post and Telecommunications Corporation Group.

2. Vietnam Posts and Telecommunications Corporation Group.

3. Vietnam National Coal-Mineral Industries Holding Corporation Group.

4. Vietnam Oil and Gas Corporation Group.

5. Vietnam Electricity Corporation Group.

6. Vietnam Chemical Corporation Group.

7. State Capital Investment Corporation.

8. Enterprises established with state capital investment as decided by the Prime Minister under Article 11 of Law No. 69/2014/QH13.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seal Registration Certificate

LIST OF SECTORS MANAGING THE REVIEW OF STRATEGIES, BUSINESS PLANS, AND FIVE-YEAR DEVELOPMENT INVESTMENT PLANS OF ENTERPRISES ESTABLISHED BY THE PRIME MINISTER AND IMPLEMENTING THE RIGHTS AND RESPONSIBILITIES OF THE STATE CAPITAL REPRESENTATIVE

(Pursuant to Decree No.     /2024/NĐ-CP dated     July 2024

of the Government)

SECTOR MANAGING BODIES

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