What are rights of the Control Board and Comptrollers of State Capital Investment Corporation (SCIC) of Vietnam?

What are rights of the Control Board and Comptrollers of State Capital Investment Corporation (SCIC) of Vietnam?

Pursuant to Clause 2 Article 18 of the organizational and operational charter of state capital investment corporation issued together with the Decree 148/2017/NĐ-CP stipulating functions of the rights of the Control Board and Comptrollers of SCIC of Vietnam as follows:

2. Rights of the Control Board and Comptrollers

a) Attend regular meetings, meetings of the Board of Directors or the Director General’s Executive Board, thematic meetings about assessment of performance of Comptrollers at SCIC, formal or informal consultations and discussions of the state owner’s representative agency with the Board of Directors; have the rights to put questions to the Board of Directors, members of the Board of Directors and Director General as to investment and development plans, projects or programs and other decisions related to SCIC management and governance activities. In these meetings, Comptrollers shall be accorded the rights to speak but not be entitled to vote, unless otherwise prescribed in clause 1 and 2 of Article 40 herein;

b) Have access to adequate information, data, documents and reports on matters under the authority delegated to the Board of Directors or Director General with regard to governance of SCIC’s business activities;

c) View accounting records, books, reports, contracts, transactions and any other documents or materials stored at SCIC's head office, branches and representative offices to consider performing prescribed duties; assess performance of the Board of Directors, members of the Board and Director General on their management and governance duties where necessary or upon the request of the state owner’s representative agency. Where it is necessary to view documents of any enterprise of which charter capital is wholly owned by SCIC or any enterprise to which SCIC makes its capital contribution, a Comptroller must collaborate with a representative of state capital that SCIC invests in these enterprises after obtaining consent from SCIC;

d) Review and assess the current state of SCIC’s business, SCIC's financial status, current operational conditions and effectiveness of regulations on internal management of SCIC;

dd) Request any member of the Board of Directors, Director General, Deputy Director General, Chief Accountant and other office holders to report and provide information on any matter within their jurisdiction, and on investment and business activities of SCIC;

e) Request the Board of Directors, Director General, Deputy Director General and Chief Accountant to report on the current status and conditions of business results of SCIC’s subsidiaries and affiliates if they aware that it is necessary to perform duties prescribed in laws and this Charter;

g) In case where they discover that any member of the Board of Directors, Director general and any office holder is in breach of regulations on their rights, obligations and responsibilities, or poses any risk of contravening these regulations; or any violation against laws, breach of regulations on economic administration, provisions of this Charter or SCIC's internal management rules, they must promptly report to the state owner’s representative agency to SCIC, other members of the Control Board and individuals concerned;

h) Request the Ministry of Finance to establish a unit performing accounting tasks to counsel and directly assist the Control Board in carrying out assigned rights and obligations;

i) Have the right to affix SCIC’s corporate stamp to documents or records within the scope of a Comptroller’s duties, functions and authority. SCIC must cooperate with Comptrollers in setting out regulations on use of the corporate stamp in order to ensure compliance with laws;

k) Have access to training courses in a Comptroller’s profession which are provided by regulatory authorities, seminars and other training courses in Comptroller's professional skills that are organized by SCIC;

l) Assume other rights and authority in accordance with laws and decisions of the Prime Minister and the Minister of Finance.

What are responsibilities of Comptrollers of State Capital Investment Corporation (SCIC) of Vietnam?

Pursuant to Article 19 of the organizational and operational charter of state capital investment corporation issued together with the Decree 148/2017/NĐ-CP stipulating responsibilities of Comptrollers of SCIC of Vietnam as follows:

1. Comply with laws, SCIC’s Charter, decisions of the state owner’s representative and professional ethics in the course of carrying out rights and obligations prescribed in relevant laws and this Charter.

2. Carry out assigned rights and obligations in an honest, discreet and due manner in the best legal interests of SCIC and state owner’s representative to SCIC.

3. Give commitment to acting in the best interests of SCIC and state owner’s representatives to SCIC. Manage information and ensure information security in accordance with regulations of the state owner's representative and SCIC’s regulations. Do not abuse delegated powers to hinder any of SCIC’s business activities. Avoid misusing SCIC’s business information, trade secrets and business opportunities. Prohibit abusing the position, title and property of SCIC for personal purposes or in the interests of other organizations or individuals.

4. Fulfill other obligations prescribed in relevant laws and this Charter.

5. In cases where any violation of obligations specified in clause 1, 2, 3 and 4 of this Article inflicts any loss on SCIC, the in-charge Comptroller shall be held joint or several liability for such loss; depending on the nature and level of violation and loss, the violating Comptroller shall be subject to permissible disciplines, administrative penalties or criminal prosecution.

6. All income and other benefits that a Comptroller directly or indirectly obtains due to any breach of obligations specified in clause 1, 2, 3 and 4 of this Article must be given back to SCIC.

7. In case where it is discovered that a Comptroller is in breach of obligations in the course of carrying out assigned rights and obligations, another member of the Control Board shall be obliged to report to the Ministry of Finance in writing to request such breach and decide on any possible remedy.

What are regulations on discharge and dismissal of Comptrollers of State Capital Investment Corporation (SCIC) of Vietnam?

Pursuant to Article 20 of the organizational and operational charter of state capital investment corporation issued together with the Decree 148/2017/NĐ-CP stipulating discharge and dismissal of Comptrollers of SCIC of Vietnam as follows:

1. A Comptroller shall be discharged in the following cases:

a) He/she does not meet eligibility standards and requirements stipulated in Article 16 herein;

b) He/she has filed the resignation letter and is subject to the approval decision issued by the Ministry of Finance;

c) He/she is dispatched or assigned another task under the decision of the Ministry of Finance or any other regulatory authority;

d) He/she falls into other cases prescribed in this Charter and other relevant laws.

2. A Comptroller shall be dismissed in the following cases:

a) He/she fails to fulfill assigned tasks and duties;

b) He/she fails to carry out his/her own rights and obligations during 3 consecutive months, except in force majeure cases;

c) He/she seriously or repeatedly violates obligations of a Comptroller as provided herein;

d) He/she falls into other cases prescribed in this Charter and other relevant laws.

Best regards!