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DECREE
No.79-CP OF NOVEMBER 22,1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON
THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL SHIPPING LINES
THE
GOVERNMENT
-Pursuant to the Law
on Organization of the Government of September 30,1992;
-Proceeding from the
Law on State
Enterprise of
April 20, 1995;
-Considering the
proposal of the Managing Board of the Vietnam National Shipping Lines,
DECREES:
Article 1.-
To ratify the Statue on the Organization and Operation of the Vietnam
National Shipping Lines issued together with Decree.
Article 2.-
The Ministry of Finance, the Minister of the Communications and
Transport, the Governor of the State Bank and the concerned Ministers,
Heads of the ministerial-level agencies and Heads of the Agencies
attached to the Government, shall guide the implementation of this
Decree.
Article 3.-
This Decree takes effect from the date of its signing.
The Ministers, the
Heads of the ministerial-level agencies, the Heads of the Agencies
attached to the Government, the Presidents of the People’s Committees of
the provinces and cities directly under the Central Government, the
Managing Board and the General Director of the Vietnam National Shipping
Lines, are responsible for the implementation of this Decree.
On behalf of the
Government
The Prime Minister
VO VAN KIET
STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL
SHIPPING LINES
(Issued together with Decree No.79-CP of November 22, 1995 of the
Government)
Chapter I
GENERAL PROVISIONS
Article 1.-The
Vietnam National Shipping Lines (hereafter referred to as the
Corporation) is a State corporation, established by decision of the
Prime Minister. Its member units include independent –accounting
enterprises, dependent –accounting enterprises and non-business units
which are closely associated by economic interests, finance, technology,
information, training, research, marketing and by operations in the
maritime industry, with a view to increasing capital accumulation and
concentration, specialization and cooperation for production, and the
business efficiency of the member units and the Corporation as a whole;
and to carrying out the tasks of building and developing the maritime
industry along the line for economic development of the State.
Article 2.-
The Corporation has the tasks of undertaking businesses in maritime
transport, utilizing ports, serving as agent, mediator and procurer of
labor and maritime service; undertaking the import and export of
specialized means, materials and equipment; forming joint ventures and
cooperation with economic organizations in the maritime industry at
home and abroad; and conducting other business activities in accordance
with the provisions of law, and other tasks assigned by the State.
Article 3.-
The Corporation has:
1.
The status of a juridical person as
provided for by Vietnamese law.
2.
Its international transaction name as
VIETNAM NATIONAL SHIPPING LINES or VINALINES for short.
3.
The head office of the Corporation is
located in Hanoi.
4.
The Statue on the organization and
operation, and the management and executive apparatus.
5.
The capital and properties, and the
responsibility for its debts within the capital under its management;
6.
The seal, bank accounts at the State
treasury and banks inside and outside the country.
7.
The balance of properties and the
centralized funds formed according to the provisions of the Government
and the guidance of the Ministry of Finance
Article 4.-
The Corporation is managed by the Managing Board and run by the General
Director.
Article 5.-
The Corporation is subject to the State management of the Ministries,
the ministerial-level Agencies, the Agencies attached to the Government
and the People’s Committees of the provinces and cities directly under
the Central Government in their capacity as State management bodies; and
at the same time subject to the of management of the offices and
agencies which exercise the right of the owner over a State enterprise
in accordance with the law on State Enterprises and other provisions of
law.
Article 6.-
The organization of the Communist Party of Vietnam in the Corporation
shall operate in accordance with the Constitution and the laws of the
Socialist Republic of Vietnam and the provisions of the Communist Party
of Vietnam.
The Trade Union and
other socio-political organizations in the Corporation shall operate
according to the Constitution and laws.
Chapter II
RIGHTS AND DUTIES OF THE CORPORATION
Section I. Rights Of The Corporation
Article 7.-
1. The Corporation has
the right to manage, use and develop its capital and properties, the
land and water and the other resources entrusted to it according to law
in order to achieve the targets and fulfill the tasks assigned by the
State.
2. The Corporation has
the right to re-assign to its member units for management and use of the
capital, properties, the land and water and the other resources which it
has received from the State; and, in case of necessity, to adjust the
resources if has assigned to its member units in line with the overall
business and development plan of the entire Corporation.
3. The Corporation is
entitled to invest, enter into joint venture or cooperation, contribute
stocks, and buy part or the whole of the property of other enterprises
in accordance with law.
4. The Corporation is
entitled to replace, assign, purchase, rent, mortgage and pawn property
under its management, except for the important equipment and workshops
which, by prescription of the Government, must have the permission of
competent State agencies, and on the principle of preserving and
developing the capital; as regards the land, water, and other natural
resources under the management and use of the Corporation, relevant laws
shall apply.
Article 8.-
The State shall give to the Corporation the following priorities of
operation according to its transport capacity:
1.
The “Transport Right” of the Vietnamese
side as provided for in treaties or agreements that the Socialist
Republic of Vietnam signs with other countries.
2.
The “Transport Right” of import and export
goods between Vietnam and countries which have not signed the Maritime
Treaty or which have signed it but do not share the “Transport Right”,
3.
The “Transport Right” of export goods in
large quantities such as crude oil, coal, cement and goods in
containers.
4.
Article 9.-
The Corporation has the following rights in the organization of
management and business:
1.
To organize the managerial apparatus and
organize business in conformity with the objectives and tasks assigned
by the State.
2.
To renew technology and equipment.
3.
To set up branches and representative
offices of the Corporation in the country and abroad as prescribed by
law.
4.
To conduct business in such trades and
occupations as suit the objectives and tasks assigned by the State; to
broaden the scope of business according to the capabilities of the
Corporation and market demand; to conduct additional businesses if
allowed by competent State agencies.
5.
To select and uniformly assign markets
among the member units; to conduct import and export and lease means and
equipment for maritime transport and loading and unloading, according to
prescriptions of the State.
6.
To decide on price brackets and prices for
purchases and sales of the main products and services, to set the
uniform minimum prices for export and maximum prices for import, except
for products and services whose prices are set by the State.
7.
To work out and apply the norms of labor,
essential materials, unit price of wage per unit of product within the
framework of the norms and unit prices set by the State and in
conformity with the international maritime market.
8.
To assign responsibilities in the
recruitment, hiring, assignment and employment, exporting and training
of labor, to select the forms of wage and bonus payment, and exercise
other rights of the employer as provided for by the Labor Code and other
prescriptions of law; to decide the wages and bonuses for the employees
on the basis of the unit price of wage per unit price of product, the
service cost and operation effectiveness of the Corporation.
9.
To invite and receive foreign business
partners to work with the Corporation in Vietnam; and send
representative, officials and employees of the Corporation abroad to
work, study and survey; in case the Chairman of the Managing Board and
the General Director to travel abroad, they must get the permission of
the Prime Minister. The sending abroad of other members of the Managing
Board shall be decided by the Chairman of the Managing Board. The
sending abroad of the Deputy General Directors, the Directors of the
member units, and other functionaries of the Corporation shall be
decided by the General Director.
Article 10.-
The Corporation has the following powers in financial management:
1.
To use the capital and the various funds of
the Corporation to meet in time the business requirements on the
principle of preservation and effectiveness. If the need arises for use
of the capital or fund not in line with their designated purposes, the
principle of reimbursement shall apply.
2.
To mobilize capital on its own for business
activities which shall not lead to a change of the form of ownership; to
issue bonds as defined by law; to mortgage the land-use right associated
with the property under the management of the Corporation at Vietnamese
banks in order to borrow capital for business operation in accordance
with the provisions of law. To be considered by the State in the
guarantee of loans to be provided by banks and financial organizations
at home and abroad.
3.
To set up, manage and use the centralized
funds and the capital depreciation fund; the levels and rates of
contribution to these funds, and the management and use of them are
provided in the Financial Regulations of the Corporation.
4.
The Corporation may use the remaining
profits after fulfilling all obligations to the State and set up funds
in accordance with existing regulations to distribute dividends to the
shareholders according to their shares (if any) and to the employees
according to their contributions to the business results in the year.
5.
The Corporation is entitled to the regime
of allowances, prices subsidies or other preferential regimes of the
State when performing the tasks of catering products and services to
national defense and security, prevention and fight against natural
calamities, or in service of public interests, or in accordance with the
prices set by the State which cannot make up for the costs which the
Corporation has spent on the products or services.
6.
The Corporation is entitled to the
investment or reinvestment preferential regime as prescribed by the
State.
7.
The Corporation is entitled to other
preferential regimes which are decided by the Prime Minister on the
basis of the proposal of the Corporation with a view to developing the
national ocean-going fleet.
Article 11.-
The Corporation has the right to refuse and denounce all requests for
resource supply, which are not stipulated by law, by any individual or
organization, except for its voluntary contributions to humanitarian
purposes and public interest.
Section II. Obligations Of The Corporation
Article 12.-
1.
The Corporation has the duty to receive and
efficiently use, preserve and develop its allocated capital (including
the capital it invests in other enterprises); receive and efficiently
use the natural resources, land, water and other allocated resources in
order to realize the business targets and the tasks assigned by the
State.
2.
The Corporation has the obligations:
a)
To collect or pay the debts recorded in
the balance of property of the Corporation at the time of its
establishment;
b)
To pay the international credits used by
the Corporation under decision of the Government;
c)
To pay the credits directly borrowed by the
corporation, or borrowed under trust contract by its member units with
guaranty from the Corporation, if these units with guaranty from the
Corporation, if these units are unable to pay.
Article13.-
The Corporation has
the following obligations in managing its business operations:
1.
To register for business and conduct its
business in accordance with the registration; to take responsibility
before the State for the results of its operations, and before the
customers and law for its products and services.
2.
To work out the development strategy, the
five-year and annual plans and recommend regimes and policies for the
Corporation in conformity with the State-assigned tasks and market
demands.
3.
To sign and organize the implementation of
economic contracts with its partners.
4.
To meet the market need for maritime
transport; to take part in stabilizing prices of products and essential
services in accordance with the State plan; to observe fully the
policies and regimes on pricing and the prices, charges and fees set by
the State.
5.
To renew and modernize the technology and
mode of management; and to use the income generated by the assignment of
property to re-invest, renew the equipment and develop means and
technological facilities of the Corporation and its member enterprises..
6.
To discharge its obligations toward the
laborers in accordance with the provisions of the Labor Code and to
ensure their participation in the management of the Corporation.
7.
To carry out the regulations of the State
with regard to the protection of natural resources, the environment, and
national defense and security.
8.
To abide by the regime of statistical and
accountancy reporting and periodical reporting as prescribed by the
State, and also the regime of irregular reporting at the request of the
representative of the owner, and take responsibility for the accuracy of
the reports.
9.
To submit to the control of the
representative of the owner, to abide by the regulations concerning the
inspection by the financial agency and other authorized State agencies
as prescribed by law. The Corporation has the right to refuse the
inspection or control which does not comply with the provision of law.
Article 14.-
1.
The Corporation has the duty to carry out
correctly the regime and other regulations on the management of capital,
property, the various funds, book-keeping, cost accounting, audit regime
and the other regimes prescribed by the State; and to take
responsibility for the accuracy of its financial operations.
2.
The Corporation shall annually make public
its financial statement and other information so as to help in the
correct and objective evaluation of the operation of the Corporation as
prescribed by the Government.
3.
The Corporation shall have to fulfill its
obligation of paying taxes and other remittances to the State budget as
provided for by law. In case the property mobilized by the Corporation
among its member units is recorded in the form of increase or decrease
of capital, the Corporation shall be exempted from registration tax, the
semi-finished products transferred internally among the member units in
order to continue finishing, or the services mutually conducted by
member units in service of business shall be exempted from turnover tax;
the means and specialized technological equipment which are not
available in the country and which the Corporation has to lease from
foreign countries to provide business shall be exempted from the taxes
on leased means and equipment, including the taxes on wet and dry
chartering and import taxes.
Chapter III
THE
MANAGING BOARD AND THE CONTROL COMMISION
Article 15.-
1.
The Managing Board performs the function of
managing the operations of the Corporation, and takes responsibility for
the development of the Corporation in accordance with the tasks assigned
by the State.
2.
The Prime Minister shall decide the
appointment, dismissal, commendation and discipline of the members of
the Managing Board upon the proposal of the Minister of Communications
and Transport. Before proposing to the Prime Minister for the
appointment and dismissal of a member of the Managing Board, the
Minister of Communications and Transport shall acquire the consent of
the Minister – Chairman of the Government Commission on Organization and
Personnel.
3.
The criteria of the members of the Managing
Board are stipulated in Article 32 of the Law on State Enterprises.
4.
The Managing Board comprises members,
including the Chairman, a member who is also the General Director, a
member who is also the President of the Control Commission and who works
on a full-time basis; a Vice Chairman and three other members who are
experts at business administration, maritime transport of finance and
law, and who may work as full-time or part-time members and on
assignment of the Managing Board.
5.
The members of the Managing Board, except
the Chairman, may be assigned by the Managing Board to manage and
directly conduct plans, schemes or concentrated operations of the
Corporation.
6.
The Chairman of the Managing Board shall
not be concurrently General Director of the Corporation.
7.
The term of office of the members of the
Managing Board is five years. A member of the Managing Board may be
re-appointed. He/she may be dismissed and replaced in one of the
following cases:
a)
Breaking law or violating the Statute of
the Corporation;
b)
He/she proved to be incapable of carrying
out the assigned tasks, and is requested to be replaced by at least two
thirds of the incumbent members of the Managing Board.
c)
He/she is appointed to assume another
task.
d)
He/she is appointed to assume another
task.
8.
The Managing Board has the following powers
and tasks:
a)
To receive capital (including debts,) land
and water areas, and other resources assigned to the Corporation by the
State.
b)
To examine and approve the plans proposed
by the General Director concerning the allocation of capital and other
resources to the member units, and the plan for the regulation of
capital and other resources among the member units; to control and
supervise the realization of these plans.
c)
To control and supervise all activities of
the Corporation; the utilization, preservation and development of the
capital and other assigned resources; the implementation of the
resolutions and decisions of the Managing Board and the provisions of
law; and the discharge of the obligations to the State;
d)
To adopt the proposals of the General
Director to be submitted to the Prime Minister for approval concerning
the strategy, planning and plans for long-term development, the
five-year plans of the Corporation; decide the annual targets and plan,
and the plan for coordination of business and market preservation, of
the Corporation, for the General Director to assign them to the member
units;
e)
To organize the evaluation and submit to
the authorized agency for approval of the plans for investment, new
investment projects and projects of investment in cooperation with
foreign parties with the capital managed of mobilized by the
Corporation;
f)
To submit to the Prime Minister for
approval, and if accredited by the Prime Minister, decide the joint
venture projects with foreign countries in accordance with the
prescriptions of the Government; to decide joint venture projects with
domestic partners and the economic contracts of large value. To submit
to the Prime Minister for decision on investment projects of Group A; to
decide the investment projects of Group C; if empowered, to decide a
number of investment projects of Group B; to empowered the General
Director or the Director of a member unit to approve small investment
projects.
To ratify the scheme
for organizing the management and business operation of the Corporation
submitted by the General Director. To propose the establishment,
splitting, merger, dissolution and affiliation of member units in
accordance with the provision of law.
g)
To approve the pricing scheme proposed by
the General Director before submitting it to the competent authority
for consideration. To issue and supervise the implementation of the
technical standards, main eco-technical norms and criteria, including
the unit price of wage, unit prices and norms in transport, loading
/unloading, specialized construction product standards, trade marks, and
prices of the main products and services within the Corporation at the
proposal of the General Director on the basis of the common regulation
of the branch and the country and in line with international convention.
h)
To work out and submit to the Prime
Minister for approval the Statute on the Organization and Operation of
the Corporation and the amendments and supplements to the Statute. To
approve the Statutes and the Regulations on the Organization and
Operation of the member units, and the amendments and supplements to
these Statutes and Regulations, at the proposal of the General Director.
To decide the opening
of branches and representative offices of the Corporation in the country
and abroad in accordance with the provisions of law.
i)
To elaborate the Financial Regulations of
the Corporation on the basis of the Model Financial Regulations issued
by the Ministry of Finance, and submit it to the Ministry of Finance,
and submit it to the Ministry of Finance for approval before signing it
into effect.
j)
To propose the Ministry of Communications
and Transport to submit to the Prime Ministry to appoint, dismiss,
commend or discipline the General Director.
To approve the
proposal of the General Director for submission to the Minister of
Communications and Transport for appointment, dismissal, commend or
discipline of the Deputy General Director and the Chief Accountant of
the Corporation.
To take decision on
appointment, dismissal, commend or discipline of the member units of the
Corporation at the proposal of the General Director.
To decide the overall
payroll of the management and executive apparatuses of the Corporation
at the proposal of the General Director.
k)
To adopt the plans proposed by the General
Director concerning the establishment and utilization of the centralized
funds corresponding with the business and financial plans of the
Corporation.
l)
To examine the plans for capital
mobilization ( in all forms), and guarantee the borrowings, and plans
for investment and liquidation of property of the member units, to make
decisions or to submit them to the competent authorities for decision in
accordance with the Financial Regulations of the Corporation and the
guidance of the Ministry of Finance. To decide the schemes for utilizing
the after-tax profits of the Corporation and its members units upon
proposal by the General Director.
m)
To approve the quarterly, bi-annual and
annual operational reports of the Corporation, and the annual financial
statement (which include the balance of property) of the Corporation as
submitted by the General Director, to approve the annual financial
statements of the member units and to request the General Director to
publicize the annual financial statement as prescribed by the Ministry
of Finance;
n)
To issue the regulation on the protection
of business secrecy, internal economic information and State secrets as
prescribed by law, as prescribed by law, as presented by the General
Director, for uniform application throughout the Corporation.
9.
The work regime of the Managing Board:
a)
The Chairman of the Managing Board has the
responsibility to organize the implementation of the tasks and powers of
the Managing Board as stipulated in Item 8 of this Article.
b)
The Managing Board shall operate under the
system of collective work, through Resolutions and Decisions adopted at
its meetings; the Chairman and other members of the Managing Board shall
not represent the Corporation and its member units in business
transactions and shall not intervene in the daily business affairs of
the Corporation and its member units;
c)
The Managing Board shall meet regularly
every quarter to consider and decide questions under its jurisdiction
and responsibility as provided in this Statute. At the end of a fiscal
year, it shall meet to review the results of business, approve the
report of the Control Commission, the annual financial statement and the
business plan for the next year of the Corporation. It may convene
extraordinary meetings to resolve unexpected and/or urgent questions of
the Managing Board, or of the General Director, or the President of the
Control Commission, or more than 50% of the members of the Managing
Board;
d)
The Chairman of the Managing Board shall
convene and preside over all meetings of the Board; in case of his/her
absence for plausible reason, the Chairman shall empower the
Vice-Chairman or another member of the Managing Board to chair the
meeting on his/her behalf;
e)
The meetings of the Managing Board shall
be valid only when at least two thirds of the members are present. The
documents to be discussed at the meetings must be sent to all the
members of the Board and the invited persons at least five days in
advance. The contents and conclusions of the meetings of the Managing
Board must be recorded in written minutes to which all the members
present at the meetings must affix their signatures. Any Resolution or
Decision of the Managing Board shall be approved by a vote to which all
members have equal right; any member who is absent for a plausible
reason is allowed to cast his/her vote in writing which shall bear
his/her signature and be sent to the secretary of the meeting at two
days at the latest from the close of the meeting. A Resolution or
Decision of the Managing Board is valid only when it receives the
approval by vote of more than 50% of the members of the Board. A member
of the Board may register his/her own reservation about a Resolution or
Decision of a meeting, but still has to implement it.
f)
When the Managing Board meets to examine
questions related to the development strategy, the planning and the
five-year and annual plans, the major investment projects, the projects
of join venture with foreign parties and the annual financial
statements, and to issue the systems of economic –technical norms and
criteria of the Corporation, it must invite the authorized
representatives of the Department of Maritime Transport, the Ministry of
Communications and Transport and the concerned ministries and branches;
in case the meeting deals with an important questions related to the
local administration, it must invite the representatives of the
provincial People’s Committee; in case the issue relates to the
interests and obligations of the employees in the Corporation, it must
invite a representative of the Trade Union of the branch. The
representatives may speak at the meetings to which they are invited, but
shall not take part in the voting; when they discover that the
resolutions or decisions of the Managing Board are detrimental to common
interests, they must send written petitions to the Managing Board and,
at the same time, report the matter to the Heads of the agencies which
they represent, so that the matter may be considered and settled
according to their competence. In case of necessity, the Heads of these
agencies may report the matter to the Prime Minister.
g)
The resolutions and decisions of the
Managing Board are binding on the whole Corporation. In case the opinion
of the General Director differs from the resolution or decision of the
Board, he/she may express his/her own reservation and submit it to the
authorized State agency for settlement; but pending such a settlement,
he/she still has to abide by the resolution and decision of the Managing
Board.
h)
The operational expenditures of the
Managing Board and the Control Commission, including the wages and
allowances for the members of the Board and the Control Commission and
for the specialists and assistants shall be accounted for in the
managerial fees of the Corporation. The General Director shall have to
assure the necessary conditions and means for the operation of the
Managing Board and the Control Commission.
Article 16.-Assisting
the Managing Board:
1.
The Managing Board uses the operational
apparatus and the seal of the Corporation to carry out its tasks.
2.
The Managing Board is assisted by a number
of specialists who work on a full-time basis and whose number shall not
exceed three persons.
3.
The Managing Board shall set up the Control
Commission to help it in the inspection and supervisions of the
operational activities of the General Director, the assisting apparatus
and the member units of the Corporation in their operational and
financial activities, in the implementation of the Statute of the
Corporation and the resolutions and decisions of the Managing Board, and
in the observance of State law.
Article 17.-The
interests and responsibilities of the members of the Managing Board:
1.
The full-time members shall receive their
basic wages according to the wage scheme of State employees, and their
wages according to the regime of wage distribution in a State enterprise
as prescribed by the Government, and shall receive bonuses corresponding
to the results of the operations of the Corporation.
The part-time members
shall receive responsibility allowances and bonuses as prescribed by the
Government.
2.
The members of the Managing Board:
a)
Under no circumstances shall they place
themselves in a position that might compromise their observance of
honesty and public –mindedness, or provoke contradictions between the
interests of the Corporation and personal interests.
b)
Under no circumstances shall they abuse
their powers for personal interests, or take any direct or indirect
action to affect or usurp business opportunities of the Corporation; not
shall they leak secrets of information on business strategy, or sow
discords or unhealthy competition among members units, damaging the
interests of the Corporation.
c)
Under no circumstances shall they take
actions beyond the powers of the Managing Board as prescribed in this
Statute.
3)
The members of the Managing Board who are
the Chairman of the Board and General Director of the Corporation are
not allowed to use their titles to set up private enterprises, limited
liability companies, or stock companies. They shall not hold managerial
or executive posts in such economic units. They are also forbidden to
entertain economic contract relations with private enterprises, limited
liability companies or stock companies in which their spouses, parents
or children hold managerial or executive posts.
4)
The spouse, parents, children and siblings
of the Chairman of the Managing Board and the General Director shall not
hold the posts of Chief Accountant and/or Treasure at the Corporation
and the member units.
5)
The members of the Managing Board shall
have to take collective and personal responsibility before the Prime
Minister and the law for all the resolutions and decisions of the Board;
in case they fail to accomplish their assigned tasks or violate the
Statue of the Corporation, take wrong the decisions or abuse power to
cause damage to capital, properties and natural resources of the State,
loss in properties of the people and bad effect to the activities and
prestige of the Corporation, and violate State law, they shall,
depending on the seriousness of the damage, be subject to administrative
sanction or penal liability, and make material compensations for the
damages as stipulated by law.
Article 18.-
The control Commission:
1)
The Control Commission shall comprise five
members; it is headed by a member of the Managing Board assigned by the
Board. The four other members are appointed, dismissed, commended or
disciplined by the Managing Board; they include a member who is an
accountancy specialist, another who is recommended by the Congress of
workers and employees of the Corporation, another who is recommended by
the Minister of Communications and Transport, and the fourth who is
recommended by the General Director of the General Department of State
Capital and Property Management at Enterprises.
2)
A member of the Control Commission must
not be a spouse, a parent, a child or a sibling of the General Director,
the Deputy General Director or the Chief Accountant of the Corporation,
and must not cumulate any other responsibility in the executive
apparatus of the Corporation, or any other post in other enterprises in
the maritime business outside the Corporation.
3) A member of the
Control Commission must have the following qualities:
a)
Being a specialist in accountancy, audit,
economics and having good knowledge of law, technology, market and
technological process of the maritime industry;
b)
Having at least five years of experience
in the above –described specialties.
c)
Having no previous criminal record or
conviction related to economic activities.
4) The term of office
of the members of the Control Commission is five years. They may be
re-appointed; and in the process of work, they may be replaced if they
fail to accomplish their tasks.
5) The members of the
Control Commission shall receive wages and bonuses to be decided by the
Managing Board according to the State regime.
Article 19.-
Tasks , powers and responsibilities of the Control Commission:
1.
To carry out the tasks assigned by the
Managing Board in controlling and supervising the executive activities
of the General Director, the assisting apparatus and the member units of
the Corporation in their financial activities and in their
implementation of law, the Statute of the Corporation, and the
resolutions and decisions of the Managing Board.
2.
To report to the Managing Board
periodically every quarter and every year and on specific affairs,
concerning the results of its control and supervisory work; to detect
and report promptly to the Managing Board any irregular activities and
signs of law-breaking violations within the Corporation.
3.
Not to disclose the results of the control
and supervision unless permitted by the Managing Board; to take
responsibility before the Managing Board and law for any responsibility
before the Managing Board; to take responsibility before the Managing
Board and law for any act of deliberate ignorance or cover-up for the
law-breaking acts.
CHAPTER IV
THE
GENERAL DIRECTOR AND THE ASSISTING APPARATUS
Article 20.-
1.
The General Director shall be appointed,
dismissed, commended and disciplined by the Prime Minister at the
proposal of the Managing Board which is submitted by the Minister of
Communications and Transport. The Minister of Communications and
Transport shall reach a consensus with the Minister-Chairman of the
Government Commission on Organization and Personnel before submitting to
the Prime Minister the proposal to appoint, dismiss, commend or
discipline the General Director.
2.
The General Director is the representative
of the juridical person of the Corporation and holds the highest
executive authority in the Corporation. He/ she takes responsibility
before the Managing Board, the Prime Minister and law for his/her
directing the operations of the Corporation.
3.
The Deputy General Directors assist the
General Director in running one or a number of domains of operation of
the Corporation as assigned by the General Director, and takes
responsibility before the General Director and law for the tasks
assigned by the General Director.
4.
The Chief Accountant of the Corporation
assists the General Director in directing and organizing the conduct of
accountancy and statistical work of the Corporation, and has the powers
and tasks prescribed by law.
5.
The Office of the Corporation and the
professional and specialized sections have the function of providing
consultancy for and assist the Managing Board and the General Director
in managing and directing the Corporation.
Article 21.-
The General Directing has the following tasks and powers:
1)
Together with the Chairman of the Managing
Board to sign the reception of the capital (including debts),
properties, land and water areas and other resources allocated by the
State for management and utilization according to the objectives and
tasks assigned to the Corporation by the State. To assign the resources
entrusted by the State to the member units of the Corporation according
to the plan already approved by the Managing Board. To recommend to the
Managing Board to adjust the capital and other resources when
reassigning them to the member units and adjusting them by increasing or
decreasing the capital when there is a change in their tasks.
2)
To make effective use of, and preserve and
develop the capital under the plan for capital mobilization, submit it
to the Managing Board for approval, and organize the implementation of
that plan. To carry out, and direct the Financial Company of the
Corporation to carry out capital mobilization and lending in service of
the need for capital of the Corporation and the member units. To decide
and implement the establishment, management and use of the centralized
funds of the Corporation.
3)
To work out the development strategy, the
long-term and annual plans, the programs of action, the schemes for
protection and utilization of the resources of the Corporation, the
projects for new investment and intensive investment, projects for
investment cooperation with foreign countries, projects for joint
venture, schemes for centralized business of the Corporation, schemes
for business cooperation among member units, plans for personnel
training and retraining within the Corporation, the measures for
realization of economic contracts of large value to submit to the
Managing Board for consideration and decision, or for subsequent
submission to the authorized State agencies for decision. To organize
the realization of the strategy, plans, schemes projects and measures
already approved.
4)
To design plans for and organize the
implementation of centralized investment and business and apply new
technological processes upon approval of the Managing Board with a view
to ensuring the development of the fleet of ocean –going ships, the
system of specialized ports, the system of maritime services, the
cooperation in transport and the coordinating schemes among the member
units. To decide small investment projects and organize their
implementation.
5)
To run and take responsibility for the
business activities of the Corporation; to carry out the tasks and major
balances assigned by the State; to take responsibility before the
Managing Board, the Prime Minister and law for the participation in
stabilizing the prices of essential commodities and services as
prescribed by the State.
6)
To work out and submit to the Managing
Board for approval and issuance, or if mandated by the Managing Board,
to issue the economic –technical norms, the product criteria, the unit
price of wage and form of payment, the unit prices of wage and form of
payment, the unit prices and norms in transport, loading/unloading and
specialized construction; the charges, fees and prices of services
adopted within the Corporation in compliance with the regulations of the
State and the regional maritime market. To organize the implementation
and control of the implementation of these norms, criteria and unit
prices within the entire Corporation.
To design for the
Managing Board to submit to the competent State authorities for approval
solutions for the perfection of mechanisms, policies and other regimes
to be applied within the Corporation so as to ensure that the
Corporation operate its business and develop along the line of economic
development of the State.
7)
To propose to the Managing Board to submit
to the Minister of communications and Transport to appoint, dismiss,
commend and discipline the Deputy General Directors and the Chief
Accountant of the Corporation; to propose to the Managing Board to
appoint, dismiss, commend and discipline the Directors of the member
units, to appoint, dismiss, commend and discipline the Deputy Directors
and Chief Accountants of the members units, and Directors of the units
attached to the member units and equivalent posts at the proposal of the
Directors of the member units; to appoint, dismiss, commend and
discipline the Heads and Deputy Heads of the sections of the
Corporation, and Directors and Deputy Directors of the branches and
representative offices of the Corporation; to decide the employment,
assignment, commend and discipline of the offices of the officers of
captain rank of ocean-going ships in service of the projects and schemes
for centralized business of the Corporation.
To work out and submit
to the Managing Board for approval of the total personnel of the
managing apparatus of the Corporation and its member units, including
the adjustment plans in case of necessity; to establish and directly
conduct the operation of the assisting apparatus; to control the
implementation of the personnel quotas of the member units; to submit to
the Managing Board for approval the Statutes and Regulations on
organization and operation of the member units as proposed by their
Directors; to approve the plans for establishing, reorganizing and
dissolving the attached units of the member units submitted by the
Directors of the member units.
8.
To establish, manage and utilize the
centralized funds in accordance with the Financial Regulations of the
Corporation and decisions of the Managing Board.
9.
To design and submit to the Managing Board
for approval the Regulation on Labor and the Regulations of the
Corporation on Wages, Commendation and Disciplines applied the
Corporation.
10.
To organize the running of the
Corporation’s operation according to the resolutions and decisions of
the Managing Board; to report to the Managing Board and the competent
State authorities the results of business operation of the Corporation,
including the quarterly, half-yearly and annual reports, the annual
financial statement and the balance of property of the Corporation.
the general financial
statement must clearly indicate the centralized accounts of the
Corporation and the accounts of the independent-accounting member units,
and must be approved by the Managing Board. The general financial
statement must be compiled on the basis of the materials certified by a
legal audit agency.
11.
To carry out, and control the member units
in their discharge of, the tax obligation and other payments as
prescribed by law and the State. To draw up the plan for distribution of
the after-tax profits of the Corporation and submit it to the Managing
Board for approval in accordance with the Financial Regulations of the
Corporation.
12.
To provide fully all the documents
requested by the Managing Board and the Control Commission. To prepare
documents for the meetings of the Managing Board.
13.
To be subject to the control and
supervision of the Managing Board, the Control Commission and the
authorized State agencies regarding the realization of his/her executive
duties.
14.
To have the right to apply measures
exceeding his/her jurisdiction in cases of emergency (such as natural
calamities, enemy sabotage, fires, accidents and special State
assignments), and to take responsibility for such decisions; and at the
same time, to report immediately to the Managing Board and the
authorized State agencies for subsequent solution.
15.
The General Director is responsible before
the Managing Board, the Prime Minister and law for the business result
of the Corporation and his/her own mistakes which cause damage to the
capital, property and other resources, and the business prestige of the
Corporation and its member units. The General Director, the Deputy
General Directors and the Chief Accountant shall be disciplined or
dismissed by the Heads of their appointing Offices at the proposal of
the Managing Board when there are evidences of their law-breaking
violations or violations of the Statute of the Corporation or when they
are found incapable of assuming their office. The proposals for
dismissal of the said functionaries must be approved in writing by at
least two thirds of the Managing Board.
16.
The salaries, bonuses and allowances of the
General Director, the Deputy General Directors and the Chief Accountant
of the Corporation shall be set by the State.
CHAPTER V
THE
COLLECTIVE OF EMPLOYEES IN THE CORPORATION
Article 22.-
The Congress of the Workers and Employees of the Corporation is the
direct form for the laborers to take part in the management of the
Corporation. The Congress has the following rights:
1.
To take part in the elaboration of the
collective labor bargain for the representative of the collective
employees to negotiate and sign with the General Director.
2.
To discuss and adopt the regulations for
the utilization of the funds directly related to the interests of the
employees in the Corporation.
3.
To discuss and make suggestions to the
planning and plans, the evaluation of the efficiency of business
management, to propose measures for labor protection and improvement of
the working conditions, and the material and spiritual living
conditions, and the environmental hygiene, as well as to the training
and re-training of employees in the Corporation.
4.
To present candidates to the Managing Board
and the Control Commission.
Article 23.-
The Congress of the Workers and Employees is organized and operates
under the guidance of the Vietnam General Confederation of Labor.
CHAPTER VI
THE
MEMBER UNITS OF THE CORPORATION
Article 24.-
1.
The Vietnam National Shipping Lines has its
member units which are independent-accounting units,
dependent-accounting units at the point of the establishment of the
Corporation are listed in the Appendix to this Statute.
2.
The member units of the Corporation have
their own seals and are allowed to open their accounts at the State
Treasury and banks at home and abroad in conformity with their modes of
accounting.
3.
The member units which are
independent-accounting units and dependent –accounting units shall have
their own Statutes on Organization and Operation; the non-business units
of the Corporation shall have their own Organizational and Operating
Regulations. These Statutes and Regulations have to be approved by the
Managing Board and conform to law and the Statute of the Corporation.
Article 25.-With
regard to the member units which are independent-accounting enterprises:
1.
The independent-accounting member
enterprises of the Corporation have the right to business of the
Corporation have the right to business and financial autonomy, and are
bound in interest and duties to the Corporation according to the
provisions of this Statute.
2.
The independent-accounting member
enterprises have the obligation to carry out the centralized plan of the
Corporation which includes the plan for development investment, the plan
for business coordination, the plan for market division, protection and
development, and the contingency plans assigned to the Corporation by
the State.
3.
The member enterprises of the Corporation
which operate in the same field or market or provide the same service
shall cooperate and assist one another to correctly implement the
Regulations on business management of the Corporation, and shall refrain
from any act which may directly or indirectly cause economic losses or
damage to the business prestige of other enterprises of the Corporation
or the Corporation itself.
4.
The Managing Board and the General Director
of the Corporation have the following rights over the member units which
are independent-accounting enterprises:
a)
To empower the enterprise’s Directory to
manage and run its operations in conformity with its Statute as already
approved by the Managing Board of the Corporation. The Director shall
take responsibility before the Managing Board and the General Director
of the Corporation and before law on the activities of the enterprises;
b)
To appoint, dismiss, commend and discipline
the Director and the Deputy Directors and the Directors of the branches
and units directly under the enterprise;
c)
To approve the plans, inspect the execution
of the plans and the financial statements; fix the amount to be set
aside for reward and welfare funds of the enterprise in accordance with
the Financial Regulations of the Corporation;
d)
To assign the plans for investment,
business coordination and market exploitation and development to member
enterprises and monitor their implementation;
e)
To deduct part of the capital depreciation
fund and after-tax profit according to Financial Regulations of the
Corporation to set up centralized funds of the Corporation for use in
reinvestment and the execution of the centralized investment projects of
the Corporation;
f)
To approve the schemes and plans for
expanded investment and in-depth investment, renewal of technological
equipment, joint venture, supplement or retrieval of part of the
capital, assignment of stocks under the management of the Corporation
and being held by the various member enterprises;
g)
To regulate the financial sources,
including foreign exchange reserves, among the member units with a view
to achieving the highest results in the use of capital at the
Corporation, on the basis of ensuring that the total assets of the
enterprise from which part of the capital has been withdrawn shall not
be lower than the total debts plus the prescribed capital of the
enterprise which has been readjusted correspondingly with the tasks or
size of this enterprise.
h)
To ratify the pricing schemes for products,
services, the forms of wage payment, the unit price of wage and the
measures to ensure the livelihood and working conditions of the
officials and employees of the enterprise;
i)
To decide to expand or to reduce the scope
of business operation of the member enterprises under the overall
development strategy of the Corporation.
j)
To ratify the Organization and Operating
Statute of the enterprise, including the assignment of the power to the
Director of the enterprises concerning the organization of the managing
apparatus; recruitment, commendation, promotion and discipline of the
officials and employees; the level of credits (borrowing, lending,
buying and selling on delayed payment); pricing of products and
services; buying and selling of fixed assets, buying and selling of
stocks of the joint stock companies; buying and selling of invention and
innovation patents and technology transfers; hiring foreign experts or
sending officials and employees overseas for business or training;
taking part in joint venture units and economic associations; and other
issues related to the autonomy of a State enterprise as provided for by
the Law on State Enterprises;
k)
To control the operation of the enterprise
and request it to report on the financial situation and the results of
its business operations.
Article 26.- The member unit of the
Corporation which is an independent-accounting enterprise shall take
responsibility for the debts and commitments within the capital managed
and used by it. Namely:
1. In the strategy and
development investment:
a) The enterprise
is assigned to organize the realization of the development investment
projects according to the plan of the Corporation. The enterprise shall
be allocated resources by the Corporation to carry out those projects.
b) The enterprise
may invest on its own in development projects outside the projects
directly managed by the Corporation. In this case, the enterprise shall
have to mobilize funds on its own and take financial responsibility for
them.
2. In business
activities, the enterprise shall draw up and organize the implementation
of its own plan on the basis of:
a) Ensuring the
norms, targets and objectives as well as the major balances, the main
technical-economic norms, unit prices and prices of the enterprise in
accordance with the overall plan of the Corporation.
b) The plan for
business expansion based on the optimal use of all resources in the
possession of the enterprise and mobilized by itself in conformity with
the regulations of the Corporation market need.
3. In financial
operation and economic accounting:
a) The enterprise
shall be assigned capital and other resources which are allocated by the
State to the Corporation. The enterprise has the duty to preserve and
develop the capital and these resources.
b) The enterprise
is entitled to mobilize fund and credit from other sources in accordance
with the prescriptions of law and the power delegation of the
Corporation in order to carry out its business and development
investment plans.
c) The enterprise
is entitled to establish its own fund including the capital construction
investment fund, the production expansion fund, the reward fund, the
welfare fund and the financial reserve fund as prescribed by the
Financial Regulations of the Corporation. The enterprise has the duty to
contribute to the centralized funds of the Corporation, and is entitled
to use them as defined in the Statute of the Corporation and the
decisions of the Managing Board or the General Director;
d) The enterprise
shall have to pay taxes and fulfill other financial obligations ( if
any) to the State as prescribed by law
e) The enterprise
may be empowered by the Corporation to sign and carry out contracts with
customers inside and outside the country on behalf of the Corporation.
f) The enterprise
shall have to strictly carry out the regime on reporting its business
and financial operations as prescribed by the Corporation.
4. In organization,
personnel and labor:
a) The enterprise
has the right to propose to the Corporation to consider and decide, or
it may be empowered by the Corporation to establish, reorganize, merge
or dissolve its attached units and organize the managing apparatus of
the enterprise as defined in the Statute of the Corporation and its own
Statute.
b) In the
framework of the payroll allowed by the Corporation, the enterprise is
entitled to recruit, assign, use or fire officials and employees who
work in its managerial and business apparatuses. To appoint or dismiss
posts in its own managerial apparatus and its dependent units; to
arrange and apply the wage regime in accordance with the delegation of
power by the Corporation as stipulate in this Statute;
c) The enterprise
has the responsibility to care for the development of its human resource
in order to ensure the realization of its development strategy and
business tasks; to care for the improvement of the working and living
conditions of the employees according to the Labor Code and the Law on
Trade Union.
Article 27.-
The members which are dependent-accounting units:
1.They have the right
to business autonomy as assigned by the Corporation, and are bound in
obligation and interest to the Corporation. The Corporation takes the
final responsibility for the financial obligations arisen from the
commitments of these units.
2. They are entitled
to sign economic contracts, take the initiative in undertaking business,
financial, organizational and personnel activities as assigned or
empowered by the Corporation. The powers and tasks of the
dependent-accounting units are concretized in their Organizational and
Operational Statutes ratified by the Managing Board.
Article 28.-
The non-business units have their own Organizational and Operational
Statutes ratified by the Managing Board. They shall adopt the regime of
covering expenditures with revenues, are partly subsidized by the funds
for training and scientific research of the Corporation or the budgets (
if any); are entitled to create their own sources of revenues from the
carrying out of services, contracts on scientific research and training
for units inside and outside the country; are entitled to the
distribution of the reward and welfare funds according to the prescribed
regime. In case this distribution is lower than the average of the
Corporation, they may be compensated by the reward and welfare funds of
the Corporation.
Article 29.-
1. The Financial
Company is and independent-accounting member enterprise of the
Corporation, operating under the law and the guidance of the Governor of
the State Bank, and according to the Statute on Organization and
Operation ratified by the Managing Board and under the direction of the
General Director of the Corporation.
2. The Financial
Company is entrusted with the task of mobilizing and lending capital to
meet the needs in capital of the Corporation and the member units. The
mobilization is carried out through preferential credit loans of the
Government, credits of commercial banks and financial institutions
inside and outside the country. It may issue bonds and stock, enterprise
bonds, construction projects bonds, buy and sell valuable papers and
vouchers as prescribed by law; and mobilize idle capital among the
staffs of the Corporation and at other units in maritime transport
industry.
3. The Financial
Company also mobilizes funds for the investment projects of the
Corporation, and provide other services as prescribed by the Statute of
the Corporation and the Regulation of the Financial Company in the
Corporation issued by the State Bank. With regard to major projects, the
investors shall directly sign contracts while the Financial Company
performs the service function.
4. The units shall use
the capital provided by the Financial Company and ratified by the
General Director of the Corporation with the accreditation of the
Managing Board.
Article 30.-
The Maritime Insurance Company is an independent-accounting member
enterprise of the Corporation, operating under law and the guidance of
the Ministry of Finance, in accordance with the Statute of the Maritime
Insurance Company ratified by the Managing Board, and under the
direction of the General Director.
Article 31.-
1.
The
enterprises which utilize ports listed in the Appendix to this Statute
of the member units at the time of the establishment of the member units
operating under law and their own Statutes ratified by the Managing
Board; are subject to State management by the port administrations and
the competent State authorities as specified by the Maritime Law of
Vietnam and other provisions of law.
2.
The
enterprises which utilize ports are assigned capital, properties,
facilities, equipment, labor and related infrastructure by the
Corporation to organize the implementation of their business tasks and
utilize home ports in areas assigned by the State to the Corporation or
foreign ports leased by the Corporation.
3.
The
port-utilizing enterprises have the following main tasks:
a)
To apply the advanced process of port
utilization; carry out the tasks assigned by the Corporation; well
fulfill the other port-related tasks (if any) assigned by the State to
the Corporation; and meet the market need in maritime transport;
b)
To organize business operation, utilization
of port docks, storage yards, equipment, infrastructure, labor force and
other resources in order to carry out the common tasks of the
Corporation and its member units in compliance with the plan for
business coordination of the entire Corporation;
c)
To sign lease or joint venture contracts
with domestic and foreign partners to utilize port docks, storage yards,
equipment, infrastructure and other resources according to the plan of
the Corporation;
d)
To cooperate and associate themselves
closely with other enterprises in the field of port utilization in order
to increase business efficiency, contribute to market stabilization and
ensure the fruitful implementation of the State strategy for development
of the port system.
CHAPTER VII
MANAGEMENT OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER
ENTERPRISES TO OTHER ENTERPRISES
Section I. Management Of The Capital Contributed By The Corporation To
Other Enterprises
Article 32.-With
regard to the capital contributed by the Corporation to other
enterprises, the Managing Board of the Corporation has the following
rights and obligations:
1.
To adopt the plan for capital contribution
worked out by the General Direction in order to decide, or submit to the
Heads of the competent State authorities to decide, according to their
vested powers as assigned in Point (e), Item 8, Article 15, of this
Statute.
2.
At the proposal of the General Director, to
appoint, dismiss, commend and discipline the person directly managing
the capital of the Corporation at the enterprise to which the
Corporation has contributed capital.
3.
To supervise and control the use of the
capital contributed by the Corporation to other enterprises; to take
responsibility for the efficiency in the utilization, preservation and
development of the capital already contributed and collect profits form
the capital contributed by the Corporation to other enterprises.
Article 33.-
Rights and obligations of the person directly managing the capital
contributed by the Corporation to other enterprises:
1.
To hold managerial and executive posts at
the enterprise having capital contributed by the Corporation under the
Statute of this enterprise;
2.
To monitor and supervise the operations of
this enterprise;
3.
To observe the regime of reporting and take
responsibility before the Managing Board of the Corporation for the
efficiency in the utilization of the capital contributed by the
Corporation to this enterprise.
Section II. Management Of The Capital Contributed By An
Independent-Accounting Member Enterprise To Other Enterprises
Article 34.-
An independent-accounting member enterprise may contribute capital to
other enterprises as designated by the Corporation. With regard to the
capital contributed by the enterprise to other enterprises, the Director
has the following rights and obligations in managing this capital:
1.
To work out the scheme of capital
contribution for the General Director to submit to the Managing Board of
the Corporation for approval;
2.
To appoint, dismiss, commend and discipline
the person directly managing the capital that the enterprise has
contributed to other enterprises.
3.
To supervise and control the use of the
capital contributed by the enterprise; to take responsibility for the
efficiency in the utilization, preservation and development of the
capital already contributed; to collect the profits from the capital
contributed by the enterprise to other enterprises.
Article 35.-
Rights and obligations
of the person directly managing the capital contributed by the
enterprise to other enterprises:
1.
To assume various managerial and executive
posts at the enterprise where his/her enterprise has contributed capital
under the Statute of this enterprise;
2.
To monitor and supervise the business
operations of the enterprise where his/her enterprise has contributed
capital;
3.
To observe the regime of reporting defined
by the Director; and to take responsibility before the Managing Board
and the General Director of the Corporation and the Director for the
efficiency in the utilization of the capital contributed by his/her
enterprise to the enterprises where he/she is assigned to assume a
managerial or executive post.
Section III. Joint Venture Enterprises
Article 36.-
1.
The joint venture enterprises that the
Corporation or its member enterprise has joined shall be managed,
conducted and operated under the Law on Foreign Investment, the
Corporate Law and the other concerned laws of Vietnam. The Corporation
or its member enterprise shall exercise all rights, obligations and
responsibility to these joint ventures in terms of business and
financial operation as prescribed by law and the signed contracts.
2.
The joint ventures and affiliations that
the member units formed with domestic and foreign partners prior to the
establishment of the Corporation remain under their managerial
jurisdiction and responsibilities in accordance with the existing
provisions, except for a number of cases for which the direct management
of the Corporation is required to serve the business plan overall
development of the entire Corporation.
CHAPTER VIII
FINANCE OF THE CORPORATION
Article 37.-
1.
The Corporation performs the regime of
general accountancy, financial autonomy in business in conformity with
the Law on State Enterprises and other provisions of law, and the
Financial Regulations and Statute of the Corporation.
2.
The Corporation shall practice the regime
of centralized accounting for the business operations that it directly
invests in and conducts, such as the container fleet, the oil tanker
fleet, the large-size bulk cargo fleet, the newly-built ports, and the
new business forms such as multi-modal transport, chartering and leasing
ships and equipment under the management of the Corporation.
Article 38.-
1.
The prescribed capital of the Corporation
is composed of :
a)
The capital assigned by the State at the
time of the founding of the Corporation;
b)
Additional investment in the Corporation by
the State (if any);
c)
Deduction from the after-tax profit to
supplement the capital as prescribed by the Financial Regulation of the
Corporation.
d)
Other sources (if any).
2.
At each increase or decrease of the
prescribed capital, the Corporation shall have to adjust promptly its
capital in the balance of property, and make public the prescribed
capital of the Corporation after readjustment.
Article 39.-
1.
The Corporation may establish and use
centralized funds to ensure the process of renewal and development of
facilities, equipment, material basis and technology of the entire
Corporation.
2.
The centralized funds of the Corporation
are established according to the Statute of the Corporation, the
Financial Regulations of the Corporation and by decision of the Managing
Board. They comprise:
a)
The development investment fund is
established from the capital depreciation funds and the deduction of
profits of the member units as prescribed by the Ministry of Finance,
the profits from the capital contributed by the Corporation to other
enterprises, and other sources.
The capital
depreciation funds and the profit from reinvestment of the
dependent-accounting units are concentrated at the Corporation for
investment according to the annual plan of the Corporation.
The Corporation shall
mobilize the capital depreciation funds of the independent-accounting
units on the principle of recording their capital in order to carry out
re-investment as decided by the Managing Board and under the guidance of
the Ministry of Finance;
b)The centralized fund
for scientific research and training to be allocated to the units
entrusted with the tasks of scientific research, training and retraining
in the whole Corporation is formed by the deduction from the production
development funds of the member units and the training allocations from
the State budget (if any), and other sources, including those collected
by the non-business units of the Corporation from their provision of
services and realization of contracts for export labor, contracts for
scientific research, consultancy and training signed with the
enterprises and non-business units of the Corporation from their
provision of services and realization of contracts for export labor,
contracts for scientific research, consultancy and training signed with
the enterprises and non-business units inside and outside the country by
decisions of the Managing Board and the General Director.
c) The financial
reserve fund, reward fund and welfare fund are founded under the
guidance of the Ministry of Finance. The concrete level of reduction and
remittance of the above-mentioned funds and their use are defined in the
Financial Regulation of the Corporation.
d) The specialized
health insurance fund is established and used in accordance with the
guidance of the Ministry of Finance and the Ministry of Health.
Article 40.-
Financial autonomy of the Corporation:
1.
The Corporation operates on the principle
of financial autonomy, self-balancing of its revenues and expenditures.
It has the responsibility to preserve and develop the various business
capital sources of the Corporation, including the capital contributed to
other enterprises.
2.
It takes responsibility of paying the debts
recorded in the property balance of the Corporation and its other
financial commitments (if any).
3.
It controls and supervises the financial
operations throughout the Corporation.
4.
All credit relations (borrowing, lending ,
buying and selling of goods with delayed payment, guaranty) between the
Corporation must comply with the following principles:
a)
The credit is equivalent to 10% or less of
the prescribed capital for each borrowing decided by the Corporation;
b)
The credit is equivalent to more than 10%
of the prescribed capital for each borrowing decided by the Minister of
Finance.
c)
The total credit balance from the
borrowings shall not exceed the level prescribed by the Ministry of
Finance.
5.
The Corporation shall have to design,
submit and register its financial plan, financial reports and property
balance of the Corporation to the authorized levels, and submit its
annual general financial accounts to the Ministry of Finance. The latter
shall control and ratify the annual financial accounts of the
Corporation.
6.
The Corporation is assigned to collect fees
and taxes related to maritime activities in accordance with the mandate
assigned by the Ministry of Finance or decisions of the Government, and
has the responsibility to remit these collections to the State budget
according to the quotas set by the Ministry of Finance.
7.
The Corporation shall pay taxes and other
remittances prescribed by the current law and according to the Financial
Regulation of the Corporation, with the exclusion of the taxes already
paid by the member units. It is entitled to use the profits after
fulfilling its tax duties to the State in accordance with current
provisions.
8.
The profit earned by the Corporation or
member units from the capital they contributed to other enterprises
shall not be subject to income tax, if these enterprises have paid
income tax before the dividends are apportioned to the capital
contributors.
9.
The financial operations of the member
units of the Corporation, and the relationship in financial operation
between the Corporation and the member units, shall be effected in
conformity with the Statute and the Financial Regulation of the
Corporation.
10.
The material responsibility of the
Corporation in its business relations and in civic relations is limited
within the total capital of the Corporation made public at the latest
point of time.
11.
The Corporation has to observe seriously
the Ordinance on Accountancy and statistics, and the current regime of
accountancy and financial reports for State-owned enterprises.
12.
The Corporation is subject to the control
and supervision in financial matters and business operations by the
authorized State agencies as prescribed by law.
CHAPTER IX
RELATIONS BERWEEN THE CORPORATION AND THE STATE AGENCIES AND THE LOCAL
ADMINSTRATION
Article 41.-
Relations with the Government:
1.
To observe law and carry out seriously
Government regulations related to the Corporation and the State
enterprises.
2.
To carry out the development plans and
strategy of the Corporation in the master plan and strategy of
development of the service and territorial development of the State
3.
To observe the regulations on the
establishment, splitting, merger and dissolution; the policies on
organization and personnel; the financial, credit, tax and
profit-collecting regimes; and the regimes on accountancy and
statistics.
4.
To submit to the control and inspection
regarding the observance of law, undertakings, policies and regimes of
the State at the Corporation.
5.
To be entitled to make proposals on
solutions, mechanisms and managerial policies of the State concerning
the Corporation.
6.
To be entitled to manage and use capital,
properties, land and water areas and other resources assigned by the
State in order to carry out the business duties and to preserve and
develop these resources.
7.
To benefit from the regimes of allowances
and subsidies and other regimes as provided for by the Government.
Article 42.-
Relations with the
Ministry of Finance:
1.The Corporation
submits to the State management from the Ministry of Finance in the
following domains:
a) To abide by the
financial, accounting and tax regimes and to organize the accounting
apparatus;
b) To submit to the
regime of financial audit and internal audit within the Corporation.
2. The Ministry of
Finance is the agency assigned by the Government to carry out a number
of functions of the owner and control the Corporation in:
a) Determining the
capital, natural resources and other resources assigned by the State to
the Corporation for management and use;
b) Inspecting the
effective use, preservation and development of the capital and other
resources assigned to it during the process of operation reflected in
the annual financial statement;
c)Ratifying the annual
financial statement of the Corporation;
d)Promulgating the
Model Financial Regulation to be applied to the Corporation, and
approving the Financial Regulations of the Corporation before its
Managing Board signs into effect.
3.The Corporation is
entitled to propose solutions, mechanisms and policies regarding
financial and credit domains and other matters related to the
Corporation; to propose the Ministry of Finance and the other concerned
agencies to ratify its transfer of properties of high value, its
investment cooperation with foreign countries and other economic
sectors, its above –norm credit relations, its discharge of financial
obligations, its distribution of after-tax profits, its liquidation of
properties of the Corporation, and its supplementing of the State
budgetary capital to the Corporation.
Article 43
.- Relations with the Maritime Department and the
Ministry of Communications and Transport:
1. With its function
of State management of the maritime industry, the Maritime Department
and the Ministry of Communications and Transport shall regulate the
Corporation in the following issues:
a) To issue product
criteria; technological norms, including imported detached and complete
equipment; the criteria of the service, and directly to inspect and
supervise the Corporation in its realization of these criteria and
norms;
b) To work out and
issue the plan and orientation for development of the maritime industry,
and directly to control the Corporation in its realization of these
regulations;
c) To issue criteria
for the titles of cadres, employees, officers, sailors and control the
Corporation in its implementation of these criteria;
d) To approve the plan
for business coordination and exploitation and development of market
between the Corporation and the other enterprises in the maritime
industry;
e) To perform other
function in State management in accordance with the Maritime Law of
Vietnam;
f) The Corporation is
responsible for implementing the above –said provisions and allowed to
take part in negotiating maritime agreement of the Government and to
recommend policies and regimes to develop the Vietnamese maritime
industry.
2. With regard to its
task assigned by the State to carry out a number of functions of the
owner, the Maritime Department and the Ministry of Communications and
Transport shall direct the work of the Corporation in these domains:
a) At the proposal of
the Managing Board, to submit to the Prime Ministry the scheme for
reorganization or dissolution of the Corporation;
b) To submit to the
Prime Minister to appoint, dismiss, commend and discipline the members
of the Managing Board and the General Director of the Corporation;
c) To appoint,
dismiss, commend and discipline the Deputy General Directors and the
Chief Accountant of the Corporation upon proposals of the Managing
Board; to nominate the representative of the Ministry to join in the
Control Commission of the Corporation;
d) To direct the
Corporation to take part in price stabilization and in ensuring balances
of a number of essential commodities as prescribed by the State; to
satisfy the needs of the domestic market in maritime transport;
e) To take part in the
allocation of capital and other resources to the Corporation; the
Corporation has the responsibility to make reports as required by the
State and other reports at the request of the Maritime Department and
the Ministry of Communications and Transport;
f) The Corporation
shall also submit to the control, inspection and supervision by the
Maritime Department and the Ministry of Communications and Transport
within the scope of the other functions of these agencies as provided
for by law.
Article 44.- The
other Ministries, the Agencies at ministerial level and the Agencies
attached to the Government, in their capacity as State management
agencies, shall exert their influence on the work of the Corporation in
the following areas:
1.
To carry out the technical –economic norms,
product criteria, unit price and prices of product and service in
conformity with the provisions of the State and international market.
2.
To carry out the regulations on
environmental protection and national defense and security.
3.
To take part in the evaluation of the
investment projects according to the strategy and plan for development
of the maritime industry, and according to the planning of economic
areas.
4.
To carry out the regulations on external
relations and import and export, including the export of specialized
maritime labor.
5.
To ensure the realization of the rights,
interests and obligations with regard to the employees of the
Corporation as prescribed by law.
6.
The Corporation shall submit to the control
and supervision of these agencies in the areas according to the
functions assigned by law to these agencies.
Article 45.-
With regard to the
local administrations in their capacity as State management agencies
along territorial line, the Corporation shall submit to their State
management and observe the administrative regulations and its
obligations toward the People’s Councils and People’s Committees at
various levels in accordance with the provisions of law.
CHAPTER X
REORGANIZATION, DISSOLUTION AND BANKRUPTCY
Article 46.-
The reorganization of
the Corporation shall be proposed by the Managing Board and submitted by
the Ministry of Communications and Transport to the Prime Ministry of
Communications and Transport to the Prime Minister for consideration and
decision.
Article 47.-
The Corporation shall
be dissolved when the Prime Minister decides that there is no longer the
need to maintain it. For its dissolution, the Prime Minister shall set
up a Dissolution Council. The remaining property of the dissolved
Corporation after clearing all the debts due under provisions of law
shall revert to State ownership.
Article 48.-
The reorganization,
splitting, merger, dissolution and the establishment of new member units
of the Corporation shall be proposed by the Managing Board to the Prime
Minister for consideration and decision.
Article 49.-
When the Corporation
and its member units lose their capability of clearing due debts, they
shall be dealt with according to the Law on Bankruptcy.
CHAPTER XI
IMPLEMENTATION PROVISIONS
Article 50.-
This Statute applies
to the Vietnam National Shipping Lines. All individuals and member units
of the Vietnam National Shipping Lines are responsible for its
implementation.
This Statute takes
effect as from the date of signing of the Promulgation Decree.
Article 51.-
1.
Basing themselves on the Law on State
Enterprises and the Statute of the Corporation, the member units of the
Corporation shall draft their own Statutes or Regulations on their
organization and operation for the General Director to submit to the
Managing Board for approval. The Statutes and Regulations of the member
units shall not contradict this Statute.
2.
If the need arises to supplement or amend
the Statute of the Corporation, the Managing Board shall propose to the
Prime Minister for decision. If the member units need to amend or
supplement their own Statutes or Regulations on organization and
operation, the General Director shall propose to the Managing Board of
the Corporation for decision.
Article 52.-
In case the documents
of the Government, the Ministries, the Agencies at ministerial level,
the Agencies attached to the Government, the People’s Committees of the
provinces and cities directly under the Central Government and the
Decisions on the establishment of the member enterprises contain
provisions which are stipulated other than the Statute of the
Corporation, the Statute of the Corporation shall prevail if the
Government so permits.
On behalf of the
Government
Prime Minister
VO VAN KIET
--------------------------------------------------------------
APPENDIX
(to the Statute on the
Organization and Operation of the Vietnam National Shipping Lines)
A. List
Of The Member Units Of The Vietnam National Shipping Lines
(at
the time of the establishment of the Corporation )
MEMBER UNITS WITH
INDEPENDENT ACCOUNTING:
1.
The Vietnam Ocean Shipping Company (VOSCO)
2.
The Vietnam Maritime Transport and
Chartering Company (VITRANSCHART)
3.
The Maritime Transport Company III
(VINASHIP)
4.
The Vietnam Oil and Gas Transport Company
(FALCON)
5.
The Maritime Petroleum Transport and Supply
Company (MAPETRANSCO)
6.
The Vietnam Sea and River Transport Company
(VISERITRANS)
7.
The Haiphong Port
8.
The Saigon Port
9.
The Vietnam Ocean Shipping Agency (VOSA)
10.
The Northern Container Shipping Company
(VICONSHIIP HAIPHONG)
11.
The Southern Container Shipping Company
(VICONSHIP SAIGON)
12.
The Vietnam Maritime Development Company
(VIMADECO)
13.
The Maritime Information and Technology
Company
14.
The Hanoi Center for Maritime Trade I
15.
The Nha Trang Center for Maritime Trade II
16.
The Maritime Chandlery and Service Company
I
17.
The Maritime Trade and Service Company
18.
The Southern Chandlery and Service Company
19.
The Southern Company for Import-Export and
Supply of Technical Materials
20.
The Company for Import and Export of Marine
Materials (MARINE SUPPLY)
21.
The Haiphong Company for International
labor Cooperation ( INLACO HAIPHONG)
22.
The Southern Company for International
Labor Cooperation (INLACO SAIGON)
23.
The Maritime Financial Company
24.
The Maritime Insurance Company
B.The Enterprises With Capital Contributed By The Corporation
I.The Enterprises In Joint Venture With Foreign Countries
1. GEMARTRANS (Asia)
Ltd.,
2. VINABRIDGE Ltd.,
3. VIJACO HPG
4. The Hanoi Joint
Venture Maritime Commercial Center(HMCC)
5. The Vinamar Joint
Venture Maritime Transport Company (VINAMAR)
6. CHANCEFIT SHIP
MANAGEMENT PTE Ltd.,
7. The Joint Venture
Company for Far Sea Transport (SALFES)
8. WOSA Hong Kong Ltd.
9. PHILI-ORIENT LINES
VIETNAM Ltd.
II.Domestic Enterprises With Capital Contributed By The Corporation
1.
The Maritime Stock Trade Bank (MSB)
2.
GEMADEPT
3.
The Vung Tau Engineering and Service
Company for Ocean Ships (VUNG TAU MARINE ).- |
