Standards of Controllers of Northern Food Corporation in Vietnam

Standards of Controllers of Northern Food Corporation in Vietnam (Internet image)

1. Standards of Controllers of Northern Food Corporation in Vietnam

Controllers must sastify the following criteria and conditions:

- Having full civil act capacity and not concurrently holding the position of manager or executive of an enterprise or a related person as prescribed at Points a, c and dd, Clause 17, Article 4 of the Law on Enterprises.

- Having a university degree or higher, having the ability to exercise control, having professional experience in finance, accounting, auditing, or practical experience in management, operation, and investment in the main business lines of the Corporation for three (03) years or more, and other standards and conditions specified in relevant legal documents and the Corporation's Charter .

- Having good health, good moral character, honesty, integrity, understanding, and a sense of lawful observance.

(Article 3 of the Regulations on the Operation of Controllers of Northern Food Corporation issued together with Decision 2138/QD-BNN-DMDN)

2. Duties of the Controller of Northern Food Corporation in Vietnam

The duties of the Controller of the Northern Food Corporation include:

- Inspecting the legitimacy, honesty, and prudence of the Members' Council, the General Director in the organization of the exercise of ownership rights and in the management and administration of production and business at the Corporation.
include the following:

+ The reorganization, conversion of ownership, dissolution, and bankruptcy of the corporation; the establishment of a new subsidiary, which is a one-member limited liability company; the contribution, holding, increase, or decrease of capital of the Corporation in other companies; the establishment, reorganization, and dissolution of branches, representative offices, and other dependent accounting units; the reception of enterprises voluntarily participating as subsidiaries and affiliates;

+ The implementation of the Charter; amending and supplementing the Corporation's Charter;

+ The implementation of objectives, tasks, and business lines; the Corporation's five-year and annual strategy, production and business plan, and investment and development plan;

+ The increase in charter capital; transfer part or all of the Corporation's charter capital to other organizations and individuals;

+ The preservation and development of the capital of the Corporation;

+ The implementation of investment projects, contracts of purchase, sale, borrowing, lending, and other contracts of the Corporation;

+ The implementation of the financial regime, income distribution, setting up, and use of funds of the Corporation in accordance with the provisions of law;

+ The implementation of the salary and bonus regime in the Corporation;

+ Other contents prescribed by the Ministry.

- Appraise financial statements, reports on production and business situation, reports on assessment of management and other reports before submitting them to the Ministry or relevant state agencies; submit an appraisal report to the Ministry.

- Proposing the Ministry solutions to improve the organizational structure of management and administration of production and business activities of the Corporation.

- When a complaint or denunciation is sent to the Controller, the Controller is responsible for notifying the Board of Members of the contents. If the contents are related to the duties and activities of the Controller, the Controller shall check for clarification and report back the results to the Members' Council and involved parties. If it is not within the scope of the Controller's duties, the application shall be returned to the Legal Department for inspection by the Corporation for settlement according to its competence.

- Other tasks specified in the Corporation's Charter or at the request and decision of the Ministry.

- Assuming the prime responsibility for receiving and submitting to the Members' Council for approval the Regulation on operation of controllers of one-member limited liability companies in which the Corporation owns 100% of the charter capital.

(Article 5 of the Regulations on the Operation of Controllers of Northern Food Corporation issued together with Decision 2138/QD-BNN-DMDN)

3. Powers of the Controllers of Northern Food Corporation in Vietnam

- Controllers have the right to request the provision of any records and documents of the Corporation at the head office or branches, representative offices, or business locations of the Corporation to conduct research or consider performing duties as prescribed.

In case it is necessary to review records and documents of subsidiaries and affiliates, the Controllers shall coordinate with the Controllers (one-member limited liability companies in which 100% of charter capital is owned by the Corporation), the representative of the Corporation's capital share in subsidiaries and affiliated companies, after obtaining the approval of the Ministry.

- Supervisors are provided with all information, documents, and reports by the Corporation on matters falling within the competence of the Members' Council and the General Director related to the management of production and business activities of the Corporation and perform other tasks assigned by the Ministry.

- Supervisors are entitled to attend briefings, meetings of the Members' Council, meetings of the Board of General Directors, and thematic meetings related to the performance of their duties at the Corporation. Controllers attending meetings have the right to speak but not to vote, except for the cases specified in Clause 1, Article 75 of the Law on Enterprises.

- Controllers may use the seal of the Corporation for documents, records, and other documents within the scope of their functions, tasks, and powers. The Corporation cooperates with the Supervisor to develop a regulation on the use of the security seal in accordance with the law.

- Supervisors are trained in the control profession.

In cases of necessity, the Controller is entitled to request the advice of experts and specialized organizations to serve the Controller's work after obtaining the written consent of the Ministry.

Expenses for hiring experts, specialized organizations, and other operational expenses of the Controllers shall comply with the expenditure framework decided by the Ministry and be included in the Corporation's production and business expenses in accordance with the provisions of law.

- When performing his/her duties, if he considers it necessary, the Controller has the right to request the Members' Council and the General Director to requisition a number of professional officers working in the Corporation to help Controllers carry out inspection and control.

Joining with the departments of the executive apparatus of the Corporation to carry out inspection and supervision according to the periodic or extraordinary program.

(Article 6 of the Regulations on the Operation of Controllers of Northern Food Corporation issued together with Decision 2138/QD-BNN-DMDN)

4. Obligations of Controllers of Northern Food Corporation in Vietnam

- Complying with the law, the Corporation's Charter and the regulations of the Ministry in the exercise of assigned rights and duties. Controllers are responsible before the law and the Ministry for the performance of their rights and duties.

- Performing the assigned rights and duties in an honest, careful, and best manner in order to ensure the maximum lawful interests of the Corporation and the Ministry.

- Loyalty to the interests of the Corporation and the Ministry. Manage and keep information confidential according to the regulations of the Ministry and the regulations of the Corporation. Do not take advantage of assigned powers to obstruct production and business activities of the Corporation. Not using the information, know-how, or business opportunities of the Corporation; not abusing the position and property of the Corporation for personal gain or to serve the interests of other organizations and individuals.

- Regularly grasping the situation, collecting information, and promptly, fully, and accurately notifying the Ministry about the enterprises owned by the Controller and related persons of the Controller who have controlling shares or have contributed capital. This notice is posted at the headquarters and branches of the Corporation.

- Making periodic or irregular reports at the request of the Ministry on the situation, business results, financial problems of the Corporation and the performance of assigned tasks.

- Actively reporting and promptly recommending to the Ministry about the Corporation's unusual activities, which are contrary to the laws and regulations of the Ministry; taking responsibility before the Ministry and before the law for acts of intentionally ignoring or covering up violations.

- Other obligations as prescribed in this Regulation, relevant laws, and the Corporation's Charter.

(Article 7 of the Regulations on the Operation of Controllers of Northern Food Corporation issued together with Decision 2138/QD-BNN-DMDN)

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