What is the minimum number of members of the Member Council of VINAPACO in Vietnam?

What is the minimum number of members of the Member Council of VINAPACO in Vietnam?

Pursuant to Article 16 of the Charter of Organization and Operation of VINAPACO issued together with the Decision 2760/QĐ-BCT in 2022 stipulating number of members of the Member Board of VINAPACO in Vietnam as follows:

Structure and functions of the Members' Council

1. The Members' Council consists of the Chairman and other members. Except for the Chairman of the Members' Council, other members of the Members' Council may concurrently be the General Director. The number of members of the Members' Council must not exceed five (05). The term of office of the Chairman and other members of the Members' Council shall not exceed 5 years. The Chairman and other members of the Members' Council may be re-appointed but may only be appointed as a member of the Members' Council of VINAPACO for no more than 02 terms, unless they have worked for more than 15 consecutive years. at VINAPACO before being appointed for the first time.

2. The Members' Council shall organize the exercise of the rights and obligations of the owner as assigned in this Charter and the provisions of law; on behalf of VINAPACO to perform the rights and obligations of VINAPACO; exercise the rights and obligations of owners of subsidiaries in which VINAPACO invests the entire charter capital and the contributed capital of VINAPACO in other enterprises.

3. The Members' Council is responsible to the owner and to the law for the exercise of the rights and duties assigned in accordance with this Charter and relevant laws.

4. Members of the Members' Council are jointly responsible before the owner and the law for all resolutions and decisions of the Members' Council, except for members who vote against these resolutions and decisions; perform the obligations prescribed in this Charter, the Enterprise Law and relevant legal documents.

As regulations above, the Members' Council of VINAPACO consists of the Chairman and other members. The number of members of the Members' Council must not exceed five (05).

What are requirements and standards of members of the Member Council of VINAPACO in Vietnam?

Pursuant to Article 18 of the Charter of Organization and Operation of VINAPACO issued together with the Decision 2760/QĐ-BCT in 2022 stipulating requirements and standards of members of the Member Council of VINAPACO in Vietnam as follows:

Criteria and conditions for members of the Members' Council

A member of the Members' Council must fully satisfy the following criteria and conditions:

1. Not falling into the categories specified in Clause 2, Article 17 of the Enterprise Law

2. Having professional qualifications and experience in business administration or in the fields, industries and professions of VINAPACO.

3. Not being a family member of the head or deputy head of the owner's representative agency; members of the Members' Council; General Director, Deputy General Director and Chief Accountant of VINAPACO; Controller VINAPACO.

4. Not being the manager of an enterprise that is a member unit of VINAPACO,

5. Except for the Chairman of the Members' Council, other members of the Members' Council may concurrently be the General Director of VINAPACO or another company that is not a member unit of VINAPACO under the decision of the Ministry of Industry and Trade.

6. Never been dismissed from the position of the Chairman of the Members' Council, a member of the Members' Council or the company's president, the director, deputy director or the general director or deputy general director of a state-owned enterprise.

7. Other standards as prescribed by law.

What are rights and responsibilities of Member Council being direct owner representative of VINAPACO in Vietnam?

Pursuant to Article 17 of the Charter of Organization and Operation of VINAPACO issued together with the Decision 2760/QĐ-BCT in 2022 stipulating 24 rights and responsibilities of Member Council being direct owner representative of VINAPACO in Vietnam as follows:

1. To decide on a 5-year investment and development strategy and plan (including a 5-year strategy, production and business plan, and a 5-year investment and development plan) and annual production and business plan of VINAPACO after approved by the competent authority;

2. Request the Ministry of Industry and Trade: decide or submit to competent authorities for decision planning, appointment, re-appointment, transfer, rotation, dismissal, acceptance of resignation, commendation, discipline, evaluation, resignation, retirement, salary, remuneration, bonus and other benefits for the Chairman and members of the Board of Members of VINAPACO; approve the annual salary and remuneration fund of the VINAPACO manager in accordance with the law;

3. Decide on planning, appointment, re-appointment, transfer, rotation, dismissal, acceptance of resignation, contract signing, contract termination, commendation, discipline, evaluation, termination, leave retirement for the General Director of VINAPACO (after approval of the Ministry of Industry and Trade); Deputy General Director (appointing Deputy General Director after approval of the policy of the Ministry of Industry and Trade), Accountant of VINAPACO, the title of manager of the assisting department, consulting for the Board of members and management positions other management within the competence of the Members' Council according to the Regulation on decentralization between the Members' Council and the General Director;

4. Request the Ministry of Industry and Trade to decide or submit to competent authorities for decision: adjust charter capital; promulgate, amend and supplement the Charter of VINAPACO; reorganization, ownership conversion, dissolution, bankruptcy petition of VINAPACO in accordance with the law;

5. To decide on capital mobilization plans, investment projects, construction, purchase and sale of fixed assets, VINAPACO outward investment projects, VINAPACO's outward investment projects valued above the decentralized level. to the Members' Council after the plan is approved by the Ministry of Industry and Trade. Deciding on capital mobilization plans; Projects on investment, construction, purchase and sale of fixed assets below the level of decentralization according to the competence of the Ministry of Industry and Trade specified in Clause 4, Article 10 of this Charter;

6. To request the Ministry of Industry and Trade to decide or submit to the competent authority for decision: to provide capital to invest in state capital in enterprises after being approved by competent authorities; decide on the transfer of investment capital of VINAPACO in joint-stock companies, limited liability companies with two or more members in case the transfer value is lower than the value recorded in the enterprise's accounting books after the offset provision for loss of investment capital;

7. To request the Ministry of Industry and Trade to decide on the policy of capital contribution, increase, decrease in contributed capital and transfer of investment capital of VINAPACO in joint stock companies, limited liability companies with two or more members; the adoption of joint stock companies, limited liability companies with two or more members into subsidiaries and associates.

8. To decide on financial statements, profit distribution plans, appropriation and use of funds of VINAPACO after being approved by the Ministry of Industry and Trade.

9. Decentralize the General Director to appoint, re-appoint, relieve from duty, dismiss, sign contract, retire, terminate contract, reward, discipline, salary, remuneration, bonus and allowance and other benefits for management positions according to the Regulation on decentralization between the Members' Council and the General Director of VINAPACO;

10. Appoint a representative for VINAPACO's capital contribution in other enterprises; assigning tasks to the representative of the contributed capital of VINAPACO to decide the contents according to the provisions of law;

11. To decide on contracts for borrowing, buying and selling assets, leases and leases of assets, mortgage and mortgage contracts and other contracts with values below the decentralization level according to the authority of the Ministry. Industry and Trade is specified in Clause 4, Article 10 of this Charter.

12. To decide on the establishment, reorganization and dissolution of branches, representative offices and dependent accounting units after being approved by the Ministry of Industry and Trade.

13. To decide on the establishment, reorganization and dissolution of professional divisions and departments in accordance with the business requirements of VINAPACO;

14. Regulations on internal management of VINAPACO; Economic - technical norms and standards of products, goods and services of VINAPACO in accordance with the provisions of law; Decide on the audit unit;

15. To decide on salary, remuneration, bonus and other benefits for the positions appointed by the Members' Council.

16. Approve VINAPACO's implemented salary fund and report to the owner's representative agency.

17. Decide on solutions for market development, marketing and technology of VINAPACO.

18. Organize internal inspection and control activities of VINAPACO.

19. Decentralize the General Director to decide the contents within the competence of the Members' Council according to the Regulation on decentralization between the Members' Council and the General Director of VINAPACO.

20. Rights and responsibilities of the Members' Council for a wholly owned subsidiary of VINAPACO;

21. To arrange, restructure and renovate enterprises after the master plan is approved by competent authorities;

22. Take responsibility for military and operating VINAPACO in compliance with the provisions of law and decisions under the authority of the owner; effectively manage the use, preservation and development of capital;

Timely report to the owner about the business operating at a loss, failing to ensure solvency, failing to fulfill the objectives and measuring tasks assigned by the owner;

23. Take responsibility before law for law violations causing loss of capital and assets of VINAPACO;

24. To exercise other rights and responsibilities as prescribed by the Law on Enterprises, this charter and other relevant laws.

Best regards!