What are regulations on Board of members of EVN in Vietnam?

What are regulations on Board of members of EVN in Vietnam?

Pursuant to Article 38 of Decree 26/2018/ND-CP stipulating that Board of members of EVN is as follows:

1. EVN's Board of members is the representative of the State owner directly at EVN; exercise the rights, responsibilities and obligations of the state owner at EVN and exercise the rights, responsibilities and obligations of owners, shareholders and members to the company owned by EVN or share ownership, capital contribution.

2. EVN's Board of Members has the right to decide on behalf of EVN on all issues related to the determination and implementation of EVN's objectives, tasks and interests, except for matters falling under the authority and responsibility of the Government, the Prime Minister or assign other agencies and organizations to act as the owner's representative.

3. The EVN Board of members is directly responsible before the state owner and before the law for all activities of EVN and for decisions of the EVN Board of members that cause damage to EVN and the state owner (even if a member of the Board of members has no voting opinions), except for a member of the Board of members who votes against.

4. EVN's Board of members has no more than 07 members. The Board of members works on a full-time basis (except for members of the Board of members cum General Director of EVN). The term of office of a member of the Board of members must not exceed 5 years. Members of EVN's Board of members may be re-appointed but may only be appointed for no more than 02 terms.

What do rights and responsibilities of the Board of members of EVN in Vietnam comprise?

According to Article 39 of Decree 26/2018/ND-CP stipulating rights and responsibilities of the Board of members of EVN as follows:

1. Receive, manage and effectively use capital, land, natural resources and other resources invested by the owner for EVN.

2. To decide on the strategy, production and business plan and 5-year investment and development plan of EVN after requesting the Ministry of Industry and Trade to submit it to the Prime Minister and be approved by the Prime Minister.

3. To decide on annual production and business plans and annual investment and development plans of EVN after being approved by the Ministry of Industry and Trade in accordance with law.

4. Request the Ministry of Industry and Trade: Submit to the Government to amend and supplement the Decree on the Charter on organization and operation of EVN; submit to the Prime Minister for adjustment of charter capital; reorganization, restructuring, ownership conversion, dissolution and bankruptcy petition of EVN.

5. Request the Ministry of Finance: Submit to the Government the Decree on Financial Management Regulation, amend and supplement the Regulation on financial management of EVN.

6. Request the Ministry of Industry and Trade: To submit to the Prime Minister the planning, appointment, re-appointment, dismissal, resignation, transfer, rotation, commendation, discipline, resignation and retirement of the Chairman of the Board of members of EVN; planning, appointment, re-appointment, relief from duty, resignation, transfer, rotation of reward, discipline, resignation and retirement of members of the Board of members; approving the planning, appointment, re-appointment, dismissal, resignation, transfer, rotation, reward, discipline, resignation and retirement of the General Director of EVN.

7. To request the Ministry of Industry and Trade to approve the policy on foreign debt borrowing in accordance with law.

8. Decide on planning , appointment, re-appointment, dismissal, resignation, transfer, rotation, commendation, discipline, termination, retirement of the General Director of EVN after the Ministry of Industry and Trade approves the certificate document; decide on planning, appointment, re-appointment, relief from duty, resignation, transfer, rotation, contract signing, contract termination, commendation, dismissal, retirement of Deputy General Director and Chief Accountant of EVN.

The EVN Board of members appoints the General Director of EVN after obtaining the written approval of the owner's representative agency in accordance with regulations. The agency representing the owner is responsible for reporting to the Government Party Personnel Committee before obtaining written approval.

9. Decide on capital contribution, holding, increase or decrease of capital of EVN in other enterprises; the receipt of subsidiary companies, affiliated companies, after requesting and approved by the Ministry of Industry and Trade.

10. Decide to appoint a Representative at another enterprise; assign tasks to the Representative to decide the contents specified in this Charter.

11. Decide or authorize the General Director of EVN to decide on investment projects, capital mobilization plans, loans, leases, leases, purchase and sale of assets and other contracts within the competence of the Association. EVN's co-members are stipulated in this Charter and the provisions of law.

12. To decide on the establishment, reorganization and dissolution of branches, representative offices and other dependent accounting units in accordance with law.

13. Decision to promulgate or decentralize EVN's General Director to issue internal management regulations of EVN. Approving financial statements, distributing profits, setting up and using funds after being approved by the Ministry of Industry and Trade.

14. To decide on salary, bonus and other benefits for the positions appointed by EVN's Board of Members; approve salary, remuneration, bonus and other benefits for positions appointed by EVN's Board of Members in accordance with regulations.

15. Decide on solutions for market development, marketing and technology of EVN.

16. Decide on electricity purchase and sale prices between EVN and the General Corporations of Power companies and power generating units within the electricity wholesale price bracket promulgated by competent state agencies in accordance with the Law on Electricity force and related legal documents in the period of the competitive electricity generation market. In the competitive wholesale electricity market and the competitive retail electricity market, the electricity purchase and sale prices between EVN and the Power Corporations and generating units shall comply with regulations of competent state agencies. 

Decide on electricity purchase and sale prices between EVN and its member units , ensuring that the entire system (including EVN and its subsidiaries operating in the electricity sector) operates efficiently. Adjust the electricity purchase and sale price according to its competence within the electricity price bracket promulgated by the competent state agency, in accordance with the roadmap for the formation of the electricity market.

17. To decide on the construction and use of brands, market and technology development solutions, assignment of specialization, cooperation, access to, expansion and sharing of information, markets, research, application of science and technology between EVN and its member units.

18. To reorganize and renovate enterprises after the master plan is approved by the Prime Minister and competent authorities.

19. Be responsible for the management and operation of EVN in compliance with the provisions of law and decisions of the state owner; effectively manage, use, preserve and develop EVN's capital; promptly report to the state owner on the fact that EVN operates at a loss, fails to ensure its solvency, fails to fulfill the objectives and tasks assigned by the state owner or other violations.

20. Pursuant to the provisions of relevant laws and competent state agencies to approve or approve:

a) Labor norms of EVN and its subsidiaries in which 100% charter capital is held by EVN;

b) Unit price of salary or wage fund and unit price of other goods and services of EVN and its subsidiaries in which 100% of charter capital is held by EVN;

c) Economic-technical norms and product quality standards as decentralized by competent state agencies.

21. To decide on investment projects according to the provisions of law.

22. Decide on plans to raise capital, lend, rent, lease, buy and sell fixed assets, investment projects outside of EVN, and offshore investment projects of EVN after being approved by the Ministry of Industry and Trade approved by law.

23. To decide on the plan for management organization, business organization, payroll and use of the apparatus of management, planning and labor training. Decision to establish the assisting apparatus of EVN's Member Council.

24. Approval for the General Director of EVN to perform the selection, contract signing, termination of labor contracts or planning, appointment, re-appointment, dismissal, resignation, transfer, rotation, reward , discipline, termination, retirement, salary and allowance for: Directors of units under EVN and equivalent; Heads of Departments and equivalents, Chief of Office of EVN.

25. Rights and responsibilities of EVN's Board of members for subsidiaries in which EVN holds 100% of charter capital:

a) Decision on establishment, objectives, tasks and lines of business; reorganization, ownership conversion, dissolution and bankruptcy request when approved by competent authorities;

b) Decide on investment in new establishment, reorganization, dissolution, change of ownership of one-member limited liability companies under the ownership of subsidiaries of which 100% charter capital is held by EVN in accordance with the law;

c) Approving the Charter of organization and operation, Regulation on financial management; amending and supplementing the Charter on organization and operation, the Regulation on financial management; Operational regulations of Supervisors of subsidiaries in which EVN holds 100% of charter capital. Approving business coordination plans of EVN's subsidiaries;

d) Decide the charter capital upon establishment and adjust the charter capital during the operation;

dd) Decide on the application of the organizational structure of the Board of members or the company's president, the number and structure of members of the Board of members. To decide on planning, appointment, re-appointment, dismissal, resignation, transfer, rotation, commendation, discipline, resignation, retirement of the Chairman of the Board of members and members of the Board of members or the Chairman of the Board of members company president, general director (director), controller;

e) Approving the 5-year and annual investment and development strategies, plans and plans; approve the scheme on business arrangement and renewal of the company on the basis of the overall scheme, arrangement and renewal of enterprises of the National Electricity of Vietnam approved by the Prime Minister;

g) Approve the policy of capital mobilization, lending, purchase and sale of valuable assets as prescribed in the company's Charter or Regulation on financial management in accordance with law;

h) Approving annual financial statements, distribution of profits, setting up and use of funds;

i) Other rights and responsibilities as prescribed by law, this Charter and the Charter of the company.

26. Deciding to appoint a representative of EVN's capital share in other enterprises. Introduce participants to key management and executive positions in other enterprises.

27. Decision to temporarily suspend work for managerial staff positions appointed by EVN's Board of Members.

28. Approve reports on publicity and transparency of information specified in this Charter.

29. Decide on the salary scale, table, salary unit price or salary fund, salary payment regime for employees and managers of EVN in accordance with the law.

30. Organize internal audit activities and decide to establish an internal audit unit of EVN.

31. Organize the inspection and supervision of the General Director of EVN, the Deputy General Directors of EVN, the heads of the affiliated units in the performance of their functions and tasks in accordance with the law and the Charter organization and operation of EVN.

32. Approving for the Chairman of the Board of members or the General Director of EVN to decide:

a) Sign cooperation contracts and agreements as decentralized by EVN's Board of members;

b) Guarantee for each loan of subsidiaries as decentralized by EVN's Board of members to implement the approved investment project or implement the production and business coordination plan under the signed contract. conclude;

c) Contributing capital to establish new joint stock companies, limited liability companies with two or more members as decentralized by EVN's Board of members;

d) Lease or lease contracts; loans and loans from subsidiaries where 100% of charter capital is held by EVN according to the decentralization of EVN's Board of members;

dd) Appointment of managerial and executive positions according to the decentralization of EVN's Board of members;

e) Establishment, organizational structure and functions and tasks of the professional and professional committees to assist the Board of members of EVN and the General Director of EVN.

33. EVN's Board of members promulgates regulations on decentralization according to each field of operation for EVN's General Director, Heads of affiliated units, scientific and technological research enterprises and training institutions of EVN, Representative at other enterprises.

34. Other rights and responsibilities assigned by the state owner or authorized by the Ministry of Industry and Trade in accordance with law.

Best Regards!