What rights does the state-owned capital representative from the Ministry of National Defense have in the joint-stock company?

According to current regulations, representatives of state capital at enterprises wholly owned by the state and state capital at enterprises established or managed by decision of the Ministry of Defense are individuals authorized by the Ministry of Defense in writing to exercise the rights and responsibilities of the representative of the state owner's equity in joint-stock companies and limited liability companies with two or more members.

Illustrative image (source: internet)

To be specific, the rights and responsibilities of these individuals are stipulated in Article 13 of Circular 157/2019/TT-BQP as follows:

- The representative of state capital under the direct management of the Ministry of Defense must report to and seek the Ministry's opinion before giving opinions, voting, and making decisions at the General Meeting of Shareholders, Board of Directors meetings, or Members' Council meetings in accordance with the law, the enterprise's Charter, and the regulations on personnel work in the Vietnam People's Army on important company issues, including but not limited to:

- Objectives, tasks, and business lines; reorganization, dissolution, and bankruptcy filing of the enterprise;- The Charter and amendments, supplements to the Charter of the enterprise;- Increase or decrease in charter capital; timing and methods of capital mobilization; types and total volume of shares to be offered; the repurchase of 10% or more of the total number of shares sold of each type;- Nominations for election, proposals for dismissal, rewards, and handling violations of members of the Board of Directors, Chairman of the Board of Directors, Chairman of the Members' Council, members of the Supervisory Board. Nominations for appointment, proposals for dismissal, signing contracts, termination of contracts with the General Director (Director) of the enterprise; remuneration, salaries, bonuses, and other benefits of members of the Board of Directors, members of the Members' Council, members of the Supervisory Board, the General Director (Director) of the enterprise; the number of members of the Board of Directors, members of the Supervisory Board, Deputy General Directors (Deputy Directors) of the enterprise;- Business strategies, production plans, and development investment plans;- ….

- Representatives of state capital managed by units affiliated with the Ministry of Defense must report to and seek opinions from their direct superiors on the aforementioned contents.- Promptly report to superior levels on the activities' losses of the joint-stock company or limited liability company with two or more members, inability to meet payments, failure to complete assigned tasks, and other violations.- Periodically quarterly, annually, and ad hoc upon request by the representative agency of the owner, the state capital representative must compile and report on production, business operations, financial status, and propose solutions.- Require the joint-stock company or limited liability company with two or more members to submit dividends corresponding to the state's investment capital in the company to the state budget.- May not continue to act as a representative when failing to perform the assigned rights and responsibilities or no longer meeting the standards of a representative.- Bear personal responsibility before the Ministry of Defense and the law for actions violating the state's capital.- Perform other rights and responsibilities as prescribed by law and the Ministry of Defense.

More details can be found in Circular 157/2019/TT-BQP effective from December 01, 2019.

Thu Ba

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