Responsibilities of the Members' Council of Vietnam Coal and Mineral Industries Group for offshore investment projects

What are responsibilities of the Members' Council of Vietnam Coal and Mineral Industries Group for offshore investment projects?

Pursuant to Clause 23, Article 43 of the Charter on organization and operation of Vietnam Coal-Mineral Industry Group, issued together with Decree 105/2018/ND-CP stipulating responsibilities of the Members' Council of Vietnam Coal and Mineral Industries Group for offshore investment projects as follows:

a) Develop TKV's offshore investment projects to ensure the right objectives, efficiency, take into account risk factors and submit them to the Ministry of Industry and Trade for consideration and approval.

b) Issue regulations on operation, management and use of capital and assets of Vinacomin in foreign countries in accordance with the laws of the host country, ensuring strict management and prevention of losses;

c) Regularly monitor and evaluate and take responsibility for the efficiency of TKV's outward investment;

d) Periodically report to the Ministry of Industry and Trade on the implementation progress of projects in the process of investment; on investment efficiency for projects in operation;

dd) Promptly report and propose solutions to the Ministry of Industry and Trade in case of problems that seriously affect the offshore investment activities of enterprises.

What are rights and responsibilities for subsidiaries where the Vietnam Coal and Mineral Industries Group holds more than 50% of the charter capital?

Pursuant to Clause 25, Article 43 of the Charter on organization and operation of Vietnam Coal-Mineral Industry Group, issued together with Decree 105/2018/ND-CP stipulating rights and responsibilities for subsidiaries where the Vietnam Coal and Mineral Industries Group holds more than 50% of the charter capital as follows:

a) Decide on capital contribution and transfer of capital invested by Vinacomin in the company; exercise the rights of shareholders and capital contributors in accordance with the law and the company's charter; be responsible for debts and other property obligations of the company within the amount of capital that TKV has contributed to the company;

b) Designate a representative to exercise the rights of shareholders and capital contributors; dismissing, rewarding and disciplining the Representative; decide on salary, bonus, allowance and other benefits of the Representative; assign tasks to the Representative to protect the legitimate rights and interests of Vinacomin at the company; assessment for the Representative;

c) Request the Representative to perform the assigned contents specified at Point d of this Clause, unless otherwise provided for in the company's charter; periodically or irregularly report on investment, financial situation, efficiency of capital use of TKV, business results of the company;

d) Assign the representative to decide the following contents of the company on the basis of resolutions and decisions of the Members' Council of Vinacomin:

- Objectives, tasks and lines of business; reorganization, dissolution and bankruptcy petition of the company;

- Charter, amendment and supplement of the company's charter;

- The increase or decrease of charter capital; time and method of capital mobilization; types of shares and the total number of shares of each type that may be offered for sale; the redemption of more than 10% of the total number of shares sold of each class;

- The nomination for election, recommendation for removal from duty, removal from office, commendation and handling of violations of members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Members' Council, members of the Supervisory Board. To nominate for appointment, to recommend dismissal, to sign contracts, to terminate contracts with the company's director. Remuneration, salary, bonus and other benefits of members of the Board of Directors, members of the Members' Council, members of the Supervisory Board, the director of the company; the number of members of the Board of Directors, members of the Supervisory Board, and deputy directors of the company;

- The company's 5-year strategy, business plan and investment and development plan; annual list of investment projects in groups A and B;

- Policy on capital contribution, holding, increase or decrease of investment capital in other enterprises; establishment, reorganization, dissolution of affiliated units; the reception of enterprises voluntarily participating as subsidiaries and affiliates;

- Policy on asset purchase and sale and loan and loan contracts with a value equal to or greater than 50% of equity recorded in the company's most recent financial statement or another ratio smaller than that specified in the company's charter; foreign debt policy of the company;

- Financial statements, profit distribution, appropriation and use of funds, annual dividend levels;

- Recruitment mode; remuneration, salary and bonus regime of the company.

dd) Request the representative to report to carry out regular supervision, inspection and inspection in accordance with the law observance; the management, use, preservation and development of capital of TKV in the company; the implementation of strategies and plans; evaluate the implementation of assigned goals and tasks, operation results, production and business efficiency;

e) Other rights and responsibilities as prescribed by law, this Charter and the company's charter.

Best regards!