Nghị định 52-CP

DECREE No DECREE No.52-CP OF AUGUST 2, 1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM PAPER CORPORATION THE GOVERNMENT Pursuant to the Law on Organization of the Government of September 30, 1992; Pursuant to Clause 1, Article 27 of the Law on State Enterprises; At the proposal of the Managing Board of the Vietnam Paper Corporation, DECREES: Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam Paper Corporation issued together with this Decree. Article 2.- The Minister of Finance, the Minister of Light Industry, the Governor of the State Bank and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the agencies attached to the Government shall guide the implementation of this Decree. Article 3.- This Decree takes effect from the date of its signing. The Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government, the Presidents of the People's Committees of the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Paper Corporation are responsible for the implementation of this Decree. On behalf of the Government The Prime Minister VO VAN KIET STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM PAPER CORPORATION (Attached to Decree No.52-CP of August 2nd, 1995, of the Government) Chapter I GENERAL PROVISIONS Article 1.- The Vietnam Paper Corporation (hereafter referred to as the Corporation) is a large-scale State enterprise, established by decision of the Prime Minister. Its member units include independent-accounting enterprises, dependent- accounting enterprises and non-business units which are closely associated by economic interests, finance, technology, information, training, research, marketing and by operations in the paper industry and afforestation for paper pulp, with a view to increasing capital accumulation and concentration, specialization and cooperation for production, in implementation of the State-assigned tasks; raising the capability and business efficiency of the member units and the Corporation as a whole; and meeting the market demand for paper. Article 2.- The Corporation has the tasks of undertaking businesses in all kinds of paper; meeting the essential demand for paper as assigned by the State; attending to the development of the paper-material areas; supplying materials, equipment and spare parts for the paper industry; undertaking import and export of paper and other products related to the paper industry; and undertaking other businesses as provided for by law. Article 3.- The Corporation has: 1. The status of a juridical person as provided for by Vietnamese law. 2. The international transaction name as VIETNAM PAPER CORPORATION or VINAPIMEX for short. The head office of the Corporation is located in Hanoi. 3. The Statute on the organization and operation and the management and executive apparatus. 4. The capital and properties, and the responsibility for its debts within the capital under its management; 5. The seal, bank accounts at the State treasury and banks inside and outside the country. 6. The balance of properties and the centralized funds according to the provisions of the Ministry of Finance. Article 4.- The Corporation is managed by the Managing Board and run by the General Director. Article 5.- The Corporation is subject to the State management of the Ministry of Light Industry, other Ministries, Agencies at ministerial level, Agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government in their capacity as State management bodies; at the same time, subject to their management in their capacity as the agencies to exercise the right of the owner over a State enterprise in accordance with the Law on State Enterprises and other provisions of law. Article 6.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the provisions of the Communist Party of Vietnam. The Trade Union and other socio-political organizations in the Corporation shall operate according to the Constitution and laws. Chapter II RIGHTS AND DUTIES OF THE CORPORATION Section I. RIGHTS OF THE CORPORATION Article 7.- 1. The Corporation has the right to manage and use its capital, the land, natural resources and the other resources entrusted to it by the State according to law in order to achieve the targets and fulfill the tasks assigned by the State. 2. The Corporation has the right to reassign to its member units for management and use of the resources which it has received from the State; and, in case of necessity, to adjust the resources it has assigned to its member units in line with the overall development plan of the entire Corporation. 3. The Corporation is entitled to invest, enter into joint venture, contribute stocks, and buy part or the whole property of other enterprises in accordance with law. 4. The Corporation is entitled to assign, replace, rent, mortgage and pawn property under its management, except for the important equipment and workshops which, by prescription of the Government, must have the permission of the authorized State agency and must conform with the principle of preserving and developing the capital; as regards the land and natural resources under the management and use of the Corporation, relevant laws shall apply. Article 8.- The Corporation has the following rights in the organization of management and business: 1. To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State. 2. To renew technology and equipment. 3. To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law. 4. To conduct business in such trades and occupations as suit the objectives and tasks assigned by the State; to broaden the scope of business according to the capabilities of the Corporation and market demand; to conduct additional businesses if permitted by the authorized State agency. 5. To select its own market and uniformly to divide the market among its member units; to conduct import and export according to prescriptions of the State. 6. To decide by itself the price brackets for purchases of materials, sales of products and services, the minimum export and maximum import prices in accordance with prescriptions of the State, except for those products and services of which the prices are set by the State. 7. To work out and apply the norms of labor, materials, unit price of wage per unit of product within the frame of the norms and unit prices set by the State. 8. To assign responsibilities in the recruitment, hiring, assignment, employment and training of labor, to select the forms of wage and bonus payment, and exercise other rights of the employer as provided for by the Labor Code and other prescriptions of law; to decide the wages and bonuses for the employees on the basis of the unit prices of wage per unit price of product, the service expense and operation effectiveness of the Corporation. 9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send representatives of the Corporation abroad to work, study and research; for the Chairman of the Managing Board and the General Director to travel abroad, they must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Director and other functionaries in the Corporation and the member units shall be decided by the General Director. Article 9.- The Corporation has the following powers in financial management: 1. To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. It has to reimburse capital or fund used not in line with the purposes. 2. To mobilize capital on its own for business activities which shall not lead to a change of the form of ownership; to issue bonds as defined by law; to mortgage the land-use right associated with the property under the management of the Corporation at Vietnamese banks in order to borrow capital for business according to the provisions of law. 3. To set up, manage and use the centralized funds and the capital depreciation fund; the levels and rates of contribution to these funds, and the management and use of them, shall be done according to the guidance of the Ministry of Finance and the requirements and objectives of the Corporation. 4. The Corporation may use the remaining profits after fulfilling all obligations to the State, to set up development investment funds and other funds as prescribed in order to distribute to the employees according to the contribution of each to the business results in the year and according to their shares (if any). 5. The Corporation is entitled to the regime of subsidies, price subsidies or other preferential regimes of the State when performing its production or supply tasks in service of national defense and security, and the prevention and fight against natural calamities, or in service of public interests, or in the supply of products and services in accordance with the price policy of the State which cannot make up for the production cost or service which the Corporation has expended on the products and services. 6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State. Article 10.- The Corporation has the right to refuse and denounce all requests for resource supply not stipulated by law by any individual or organization, except the voluntary contributions for humanitarian purposes and public interest. Section II: OBLIGATIONS OF THE CORPORATION Article 11.- 1. The Corporation has the duty to receive and efficiently use, preserve and develop the capital allocated to it by the State (including the capital it invests in other enterprises); accept and efficiently use the natural resources, land and other resources in order to achieve the business targets and other tasks assigned by the State. 2. The Corporation has the obligations: a) To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment; b) To pay the international credits used by the Corporation by decision of the Government; c) To pay the credits directly borrowed by the Corporation, or borrowed by its member units with guaranty from the Corporation and under trust contracts if they units are unable to pay. Article 12.- The Corporation has the following obligations in managing its business operations: 1. To register for business and conduct its business in accordance with the registration; to take responsibility before the State for the results of its operations and before the customers and law for its products and services. 2. To work out the development strategy and the five-year and annual plans for the entire Corporation which must correspond with the State-assigned tasks and market demands. 3. To sign, and organize the implementation of, economic contracts with its partners. 4. To fulfill the assignment in catering for the essential need for paper requested by the State; to meet the need of the market and achieve stabilization of prices for writing and print paper as prescribed by the State. 5. To attend to and develop areas under trees for paper pulp; to organize the management and cutting of trees in the areas which have been assigned to it for protection and development to meet the need for paper pulp in the country; 6. To renew and modernize the technology and mode of management; and to use the income generated by the assignment of property to re-invest, renew the equipment and technology of the Corporation. 7. To exercise the obligations to the employees in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation. 8. To carry out the regulations of the State with regard to the protection of natural resources and the environment, national defense and security. 9. To abide by the regime of statistical and accountancy reporting and periodical reporting as prescribed by the State, and also the regime of irregular reporting at the request of the representative of the owner, and take responsibility for the accuracy of the reports. 10. To submit to the control of the representative of the owner; to abide by the regulations concerning the inspection by the financial agency and other authorized State agencies as prescribed by law. Article 13.- 1. The Corporation has the duty to carry out correctly the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, the audit regime and other regimes prescribed by the State; and to take responsibility for the accuracy of its financial operations. 2. The Corporation has the duty to make public its annual financial statement and other information so as to help in the correct and objective evaluation of the operation of the Corporation as prescribed by the Government. 3. The Corporation shall have to fulfill its obligation of paying taxes and make other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration tax; the semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually provided by the member units in service of production, shall be exempted from turnover tax. Chapter III THE MANAGING BOARD AND THE CONTROL COMMISSION Article 14.- 1. The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State. 2. The Managing Board has the following powers and tasks: a) To receive capital (including debts), land, natural resources and other resources assigned to the Corporation by the State. b) To examine and approve the plans proposed by the General Director concerning the allocation of capital and other resources to the member units, and the plan for the regulation of capital and other resources among the member units; to control and supervise the realization of these plans. c) To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other assigned resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State.; d) To adopt the proposals of the General Director to be submitted to the Prime Minister for approval concerning the strategy, planning and plans for long-term development, the five-year plans, and the zoning plans for development of the material-supply areas of the Corporation; decide the annual targets and plan of the Corporation, and report them to the Prime Minister; to approve the plans for exploitation, management and protection of the natural resources of the Corporation so that the General Director may assign them to the member units; e) To organize the evaluation and submit to the authorized agency for approval of the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with capital managed by the Corporation; f) To submit to the Prime Minister for approval, and in case of accreditation by the Prime Minister, decide the joint venture projects with foreign countries as provided for by the Government; to decide the joint venture projects in the country and other economic contracts of large value. To submit to the Prime Minister for decision on investment projects of Group A; to decide the investment projects of Group C; if empowered by the Minister of Light Industry, to decide a number of investment projects of Group B; to empower the General Director or the Director of a member unit to approve small investment projects. To ratify the scheme for organizing the management and business operation of the Corporation submitted by the General Director. To propose the establishment, splitting, merger or dissolution of member units as provided for by law. g) To issue and supervise the implementation of the economic and technical norms and criteria, including the unit price of wages, unit prices and norms in specialized construction, product standards, trade marks and the prices of products and services within the Corporation at the proposal of the General Director and on the basis of the common regulation of the paper industry and of the country; h) To work out and submit to the Prime Minister for approval the Statute on Organization and Operation of the Corporation and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on Organization and Operation of the member units, and the amendments and supplements to these Statutes and Regulations, at the proposal of the General Director. To decide the opening of branches and representative offices of the Corporation in the country and abroad in accordance with the provisions of law. i) To elaborate the Financial Regulations of the Corporation on the basis of the Model Financial Regulations issued by the Ministry of Finance, and submit it to the Ministry of Finance for approval before officially effecting it. j) To propose the Minister of Light Industry to submit to the Prime Minister to appoint, dismiss, commend or discipline the General Director, in line with the procedure set by the Prime Minister. To approve the proposal of the General Director for submission to the Minister of Light Industry for appointment, dismissal, commend or discipline of the Deputy General Directors and the Chief Accountant of the Corporation. To appoint, dismiss, commend and discipline Directors of the member units of the Corporation as the proposal of the General Director. To decide the overall payroll of the management and executive apparatuses of the Corporation and make amendments when necessary, at the proposal of the General Director; k) To adopt the plans proposed by the General Director concerning the establishment and utilization of the centralized funds corresponding with the business and financial plans of the Corporation; l) To examine the plans for capital mobilization (in all forms), and guarantee the borrowings and liquidation of property of the member units, to decide or submit to the Prime Minister for decision, according to the principles set in Item 4, Article 38, of this Statute. m) To approve the quarterly, bi-annual and annual operational reports of the Corporation, and the annual financial statement (including the balance of property) of the Corporation and its member units submitted by the General Director; and to request the General Director to publicize the annual financial statement as prescribed by the Ministry of Finance; n) to issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, as presented by the General Director and for uniform application throughout the Corporation. 3. The Managing Board comprises five members to be appointed and dismissed by the Prime Minister. The criteria of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises. 4. The Managing Board comprises a number of full-time members, including the Chairman of the Board, a member who is also the General Director and a member who is also the President of the Control Commission. The other two