What is the number of members of the Board of Directors at enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative?
- What are the regulations on titles and positions in enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative?
- What is the number of members of the Board of Directors at enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative?
- Does the Minister of Construction have full authority to decide to terminate a member of an enterprise in which the State holds 100% of the charter capital?
What are the regulations on titles and positions in enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative?
Pursuant to Article 1 of the Regulation promulgated together with Decision No. 552/QD-BXD in 2017 stipulating titles and positions in enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative as follows:
- Holders of titles and positions at an enterprise being a single member limited liability company in which the State holds 100% of the charter capital (hereinafter referred to as the manager of the enterprise), including:
+ President of the Members’ Council; Members of the Members’ Council;
+ Controller;
+ General Director, Deputy General Director and Chief Accountant.
- The representative of the state capital is elected or appointed to hold managerial positions in enterprises in which the State holds more than 50% of the charter capital and less than 50% of the charter capital (hereinafter referred to as the representative); include:
+ President of the Board of Directors; Member of management Council;
+ General Director, Deputy General Director.
- President of the Members’ Council, President of the Board of Directors, General Director, Director of large companies with investment capital of Corporations under the Ministry.
What is the number of members of the Board of Directors at enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative?
What is the number of members of the Board of Directors at enterprises with state capital in which the Ministry of Construction of Vietnam acts as the owner’s representative?
Pursuant to Article 6 of the Regulation promulgated together with Decision No. 552/QD-BXD in 2017 stipulating the number of board members of enterprises with state capital holding more than 50% of charter capital as follows:
To prescribe the number of members of the Members’ Council; Boards of management of enterprises with more than 50% of state capital and less than 50% of charter capital; number of controllers.
1. For enterprises in which the State holds 100% of charter capital
a) Number of members of the Members’ Council: 05 members;
b) Number of Supervisors: 03 members;
c) The number of Deputy General Directors is not more than 05 Deputy General Directors.
2. For enterprises in which the State holds more than 50% of charter capital
a) The number of members of the Board of Directors is from 05 to 07 members;
b) Number of Supervisors: 03 members;
c) The number of Deputy General Directors is not more than 05 Deputy General Directors.
3. For enterprises in which the State holds less than 50% of charter capital
According to the provisions of the Enterprise Law 2014 and the Charter on organization and operation of the Joint Stock Corporation and approved by the Owner of State Capital.
4. In special cases, the Members’ Council, the representative of the state’s capital in the enterprise must report to and consult with the competent authority to decide.
Thus, the number of members of the Board of Directors for enterprises in which the State holds more than 50% of the charter capital and the Ministry of Construction of Vietnam acts as the owner’s representative is from 5 to 07 members. As for enterprises in which the State holds 100% of charter capital, there are 5 members.
Does the Minister of Construction have full authority to decide to terminate a member of an enterprise in which the State holds 100% of the charter capital?
Pursuant to the provisions of Clause 1, Article 4 of the Regulation promulgated together with Decision No. 552/QD-BXD in 2017 as follows:
Competence
1. For enterprises in which the State holds 100% of charter capital
a) The Minister of Construction:
- To decide on planning, appointment, re-appointment, resignation, dismissal, transfer, rotation, commendation, discipline, resignation, retirement on the basis of the proposal of the Members’ Council to the President. President of the Members’ Council, member of the Members’ Council of the corporation.
- To decide on planning, appointment, re-appointment, resignation, dismissal, transfer, rotation, reward, discipline, resignation and retirement for the Controllers of the Corporation.
b) The Members’ Council of the corporation: To decide on planning, appointment, re-appointment, resignation, dismissal, transfer, rotation, reward, discipline, resignation and retirement for the General Director Director, Deputy General Director, Chief Accountant on the basis of the proposal of the Members’ Council or the General Director and after obtaining the written opinion of the Owner.
c) The general director of the corporation: To decide on planning, appointment, re-appointment, resignation, dismissal, transfer, rotation, reward, discipline, resignation, retirement for positions management according to authority decentralization.
d) The advisory body on organization and personnel of the Corporation is responsible for advising and proposing to the President of the Members’ Council, the Members’ Council, the General Director on the management contents for the enterprise manager.
2. For enterprises in which the State holds more than 50% of charter capital and less than 50% of charter capital
Minister of Construction:
a) Decide to appoint, re-elect a representative to elect or request for dismissal of the representative holding the titles of President of the Board of Directors, member of the Board of Directors of the Corporation.
b) Decide to appoint or re-elect a representative to appoint or request for dismissal of the titles of General Director, Deputy General Director of the Corporation.
c) Deciding on commendation, discipline, job termination and retirement for representatives holding managerial and executive positions of the Corporation.
According to the above provisions, the Minister of Construction has the right to decide on the resignation or retirement of the President of the Members’ Council and members of the Members’ Council of a corporation on the basis of the proposal of the Members’ Council.
At the same time, the decision on resignation and retirement of the Corporation’s Controllers.
For enterprises in which the State holds more than 50% of the charter capital and less than 50% of the charter capital, the Minister of Construction has the right to decide to resign or retire the representative holding the managerial and executive corporations.
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