Who are representatives of shares of State Capital Investment Corporation (SCIC) of Vietnam?

Who are representatives of shares of State Capital Investment Corporation (SCIC) of Vietnam?

Pursuant to Article 55 of the organizational and operational charter of state capital investment corporation issued together with the Decree 148/2017/NĐ-CP stipulating representatives of SCIC’s shares in Vietnam as follows:

1. They shall be designated or authorized to represent part or all of SCIC’s shares in enterprises in order to entirely or partially carry out rights, responsibilities and obligations of a state shareholder or member contributing capital to enterprises in accordance with laws and SCIC’s regulations, including the followings:

a) Representatives who are officeholders that work for SCIC, are designated or authorized by SCIC to act as full-time or part-time representatives to enterprises;

b) Representatives who are officeholders that work for enterprises, are designated or authorized by SCIC to act as representatives, or SCIC allows remaining in office upon acceptance of transfers of enterprises;

c) Representatives who are persons who are designated by competent regulatory authorities as representatives holding dual office at enterprises before these enterprises dispose of their capital to SCIC, and whom SCIC allows to continue to hold the post of representative in accordance with laws;

d) Representatives that fall in other cases prescribed in SCIC’s Regulations on representatives.

2. In case where SCIC designates multiple representatives to an enterprise, the proportion of capital held by each representative must be clearly regulated and a person charged with the general supervision of these representatives must be assigned.

3. The term of authorization of a representative shall not exceed 05 years and shall correspond to the tenure of the Governing Board or the Board of Directors of a SCIC-invested enterprise. In case where that representative obtains authorization amidst such tenure, the term of authorization of that representative shall be equal to the number of days left within such tenure.

4. Designation, discharge, dismissal and resignation of a representative, termination of representative’s rights, assessment of a representative’s performance and forms of handling of violations committed by a representative shall be subject to laws and SCIC’s Regulations on representatives.

What are eligibility criteria and requirements of a representative of SCIC’s shares in Vietnam?

Pursuant to Article 56 of the organizational and operational charter of state capital investment corporation issued together with the Decree 148/2017/NĐ-CP stipulating eligibility criteria and requirements of a representative of SCIC’s shares in Vietnam as follows:

1. Being a Vietnamese citizen permanently residing in Vietnam.

2. Meeting regulatory requirements concerning political qualities, ethics, civil capacity and health in order to fulfill assigned duties.

3. Having legal expertise and awareness of compliance with laws.

4. Demonstrating professional competency, qualification and past performance in engaging in duties in conformity with requirements of the representative post.

5. Not being kept in custody while in office, not waiting for decisions on disciplinary actions, and not being subject to investigation, prosecution, court proceedings and not serving prison sentence, or not being susceptible to disciplinary actions.

6. Not a wife, husband, blood father, foster father, blood mother, foster mother, natural child, adoptive child, younger or older blood brother, blood sister, younger or older brother or sister-in-law of the Chairperson or member of the Board of Directors, Chairperson and member of the Governing Board, the President, the Comptroller, Director General or Director, Deputy Director General or Deputy Director or Chief Accountant of an SCIC-invested enterprise.

7. Meeting other standards according to laws and SCIC’s Regulations on representatives.

What are rights and responsibilities of representatives of SCIC’s shares in Vietnam?

Pursuant to Article 57 of the organizational and operational charter of state capital investment corporation issued together with the Decree 148/2017/NĐ-CP stipulating rights and responsibilities of representatives of SCIC’s shares in Vietnam as follows:

1. A representative’s rights:

a) Carry out rights to represent the capital owner in trust for SCIC;

b) Participate as a candidate for a member of the corporate management and governance machinery of a SCIC-invested enterprise under the regulations on representatives, a trust agreement on capital representation between a representative and SCIC and other provisions of relevant laws;

c) Supervise and protect sound rights and interests related to portions of state capital at SCIC-invested enterprises in accordance with laws and SCIC’s Regulations on representatives;

d) Receive compensation packages and bonuses prescribed by laws and SCIC’s Regulations on representatives;

dd) Exercise other rights according to laws and SCIC’s Regulations on representatives.

2. Representative’s responsibilities:

a) Report to and consult with SCIC-invested enterprises serving as principals sending them before contributing opinions, casting votes and making decisions at a shareholders' general meeting or meeting of the Governing Board or the Board of Directors on the following matters:

- Scope of business, investment and developmental objectives, duties, strategies and plans, business proposals;

- Promulgation and revision of the charter; increases or decreases in the charter capital; appointment, discharge, dismissal, rewarding and disciplining of any member of the Governing Board, Board of Directors, Director General or Director, Deputy Director General or Deputy Director.

- Profit distribution and setting aside of profits for formulation of annual funds of a SCIC-invested enterprise;

- Reorganization, dissolution and bankruptcy;

- Other matters under the jurisdiction accorded the shareholders’ general meeting, the Governing Board or the Board of Directors.

b) Submit timely reports on losses, payment incapacity and failure to fulfill assigned tasks and other violations of joint stock companies or multiple-member limited liability companies;

c) Compile and submit quarterly, annual and spontaneous review reports on business conditions and financial status, enclosing recommended solutions, upon the request of a SCIC-invested enterprise or a representative of shares thereof;

d) Request joint stock companies or multiple-member limited liability companies to pay SCIC profits or share dividends proportionate to SCIC’s portions of capital contribution to these companies in a timely manner;

dd) If a representative fails to carry out assigned rights and responsibilities, or has no longer met prescribed eligibility standard, he/she shall be deprived from representative’s rights;

e) Assume responsibility to laws for any violation resulting in any loss of a SCIC-invested enterprise’s capital and assets.

g) Take on other obligations according to laws and SCIC’s Regulations on representatives.

Best regards!