Decree 46/CP

THE GOVERNMENT THE GOVERNMENT DECREE No.46-CP OF JULY 17, 1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE THE GOVERNMENT Pursuant to the Law on Organization of the Government on September 30, 1992; Pursuant to the Law on State Enterprises on April 20, 1995; At the proposal of the Managing Board of the Vietnam Northern Food Corporation, DECREES: Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam Northern Food Corporation issued together with this Decree. Article 2.- The Ministry of Agriculture and Food Industry shall have to discuss with the People's Committees of Hanoi city, Haiphong city and Thai Binh province about drawing up a list of additional members of the Vietnam Northern Food Corporation, and submit it to the Prime Minister for decision no later than the end of October 1995. The Vietnam Northern Food Corporation shall have to discuss with the People's Committees of Hanoi city, Haiphong city and Thai Binh province about their coordination in fulfilling the tasks of ensuring food supply and stabilizing food prices in these areas pending the participation of the food companies of the Corporation in these cities and province. Article 3.- This Decree takes effect from the date of its signing. The earlier regulations which are contrary to this Decree are now annuled. Article 4.- The Minister of Finance, the Minister of Agriculture and Food Industry, the Governor of the State Bank, and the concerned Ministers, Heads of the ministerial-level agencies, Heads of the agencies attached to the Government, shall base themselves on this Statute to guide the implementation. Article 5.- 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 Northern Food Corporation shall have to implement this Decree. On behalf of the Government Prime Minister VO VAN KIET STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NORTHERN FOOD CORPORATION (Ratified in Decree No.46-CP of July 17, 1995 of the Government) Chapter I GENERAL PROVISIONS Article 1.- The Vietnam Northern Food Corporation is a State corporation made up of member units located from Thua Thien-Hue province northward; it comprises independent-accounting enterprises, dependent-accounting units, and non-business units which are closely connected in economic interests, finance, technology, material supply, consumption, servicing, information, training, research, marketing, and import and export, with the operation of the food industry. It is established by the Prime Minister to intensify accumulation, centralization, division along professional lines and production cooperation to undertake State-assigned duties, to raise the capabilities and business efficiency of the member units and the Corporation as a whole, and meet the needs of the economy. Article 2.- The Vietnam Northern Food Corporation (hereafter referred to as the Corporation) has the tasks of trading foods, consuming all commodity foods produced by farmers, balancing the supply of foods in order to ensure the consumption needs and contributing to the stabilization of food prices, including the designing of development and investment plans, the creation of sources of investment capital, organization of food procurement, storage, processing, reserve, marketing, transport, consumption, import and export, supply of materials and specialized equipment, cooperation and joint venture with domestic and foreign economic organizations; organization of areas of commodity foods, personnel training, application of scientific and technological advances, contributing to the modernization of food production in the region; and engaging in other business activities in compliance with State law and policies. Article 3.- The Corporation has: 1. The status of a juridical person as provided for by Vietnamese law; 2. A statute on its organization and operation, a managerial and executive apparatus; 3. Capital and asset of its own, and responsibility toward the debts within the capital under its management; 4. A seal and the right to open accounts at the State treasury and banks at home and abroad; 5. Its own table of property balance and centralized funds in accordance with the provision of the Government and the guidance of the Ministry of Finance. Article 4.- The Corporation adopts the international transaction name of "VIETNAM NORTHERN FOOD CORPORATION", or VINAFOOD I in abbreviation. The head office of the Corporation is located in Hanoi City. Article 5.- The Corporation submits to the State management of the 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 as capacity as State management bodies; and, at the same time, to the management administered by the said bodies in their capacity as the executor of the ownership right over State enterprises as provided for by the Law on State Enterprises and other provisions of law. Article 6.- The Corporation is managed by the Managing Board and is operated by the General Director. Article 7.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and laws of the State 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 in accordance with the Constitution and laws. Chapter II RIGHTS AND OBLIGATIONS OF THE CORPORATION Part I. RIGHTS OF THE CORPORATION Article 8.- 1. The Corporation has the right to manage and use capital, land and other resources allocated to it according to the provisions of law in order to achieve the goals and duties assigned by the State. 2. The Corporation has the right to reassign the resources that it receives from the State to the member units for management and use; adjust the resources it has allocated to the member units in case of need and in accordance with the overall development plan of the entire Corporation. 3. The Corporation has the right to make investment, enter into business joint ventures, joint stocks, purchase part or all of the property of another enterprise in accordance with the provisions of law. 4. The Corporation has the right to transfer, replace, lease, use as collateral, mortgage, properties that are under its management, except for the important equipment and workshops that, as required by Government provisions, must be permitted by an authorized State agency, on the principle of preservation and development of the capital; with regard to the land under its management and use, the Corporation shall comply with the Land Law. Article 9.- The Corporation has the right to organize its management and business operation as follows: 1. To organize the managerial apparatus and business operation in accordance with the goals and duties assigned by the State; 2. To renew technology and equipment; 3. To open branches and representative offices of the Corporation at home and abroad in accordance with the provisions of law; 4. To do business in trade and lines in compliance with the goals and duties assigned by the State; to expand the scope of business in accordance with the capability of the Corporation and the market demand; to engage in other business lines if they get the permission of authorized State agencies; 5. To take part in the drafting of the plans and quotas for import and export of foods by the State, and to serve as the center for the implementation of these plans and quotas. To have priority to participate in the implementation of the plans of exporting food to serve foreign debts. To serve as the core to coordinate localities in ensuring order in food procurement, consumption and import and export in the region. To have priority in procurement, and stock renewal, for the national food reserve through annual contracts with the Department of National Reserve in accordance with State plans, mechanism and price range. 6. To select markets and make unified market allocation among the member units; to undertake imports and exports in compliance with State provisions. 7. To set buying and selling prices for major products and services, set the floor prices for imports and ceiling prices for exports, except for the products the prices of which are set by the State; 8. To design and apply labor norms and salary scale per product unit within the framework of norms and scales set by the State; 9. To delegate authority in recruiting, hiring, assigning and training of labor, make offers on salary and bonus and execute other rights of the employer in accordance with the Labor Code and other provisions of law; to decide the salaries and bonuses for the laborers on the basis of the product unit salary scales, service expenses and operation efficiency of the Corporation; 10. To invite and host foreign business partners to Vietnam to work with the Corporation; to decide on sending representatives of the Corporation abroad for business, study, study tour and survey, except for the President of the Managing Board and the General Director who must have the permission of the Prime Minister. The other members of the Managing Board must have the permission of the President of the Managing Board to travel abroad. The Deputy General Directors and other functionaries in the assistant staff and the Directors and Deputy Directors of the member units of the Corporation must have the permission of the General Director. Article 10.- The Corporation has the following rights in financial management: 1. To use the capital and funds of the Corporation to promptly serve the business needs on the principle of preservation and efficiency. When necessity arises to use capital resources and funds not in line with their purported uses, the principle of repayment shall apply; 2 To mobilize capital for business operations without changing the form of ownership; to issue bonds in accordance with the provisions of law; to mortgage the land-use right in connection with the properties of the Corporation at Vietnamese banks to take loans for business operations in accordance with the provisions of law; 3. To form, manage and use the centralized and capital depreciation funds; the ratio of deduction, management and use of these funds are effected under the guidance of the Ministry of Finance and as prescribed in the Financial Regulation of the Corporation; 4. To use the remainder of the profit after discharging all obligations to the State to set up the fund for development investment and other funds as provided for, and to apportion to the laborers according to the contribution of each individual to the business result of the year, and to the stock shares; 5. To enjoy allowance regimes, price subsidies or other preferential treatments of the State when conducting production for, or catering service to, national defense and security, combating against natural calamities, providing public services or products or services in accordance with the price policy of the State which cannot make up for the production or service cost which the Corporation has spent on these products and services. 6. To enjoy preferential treatment in investment or re-investment in accordance with State provisions. Article 11.- The Corporation has the right to refuse and denounce all requests by any individual or organization for provision of resources not allowed by law, except the voluntary contributions for humanitarian purpose or public interest. Part II. OBLIGATIONS OF THE CORPORATION Article 12.- 1. The Corporation has the obligation of receiving and using in an efficient, secure and growing manner the capital allocated to it by the State, including the capital it invests in other enterprises; receiving and using in an efficient manner the land and other resources allocated by the State to realize the business targets and other duties assigned by the State. 2. The Corporation has the obligations to: a) Clear all debts and credits reflected in the balance of properties of the Corporation as of the time of its establishment; b) Pay the international credits put at the disposal of the Corporation by decision of the Government; c) Pay all credits that the Corporation takes directly or the loans that it guarantees for member units to take under guaranty contracts when the member units are not capable of clearing. Article 13.- The Corporation has the obligation to manage its business operation as follows: 1. To register its business and operate in line with the registered business; to be responsible before the State for the results of the operation of the Corporation and before the clients and law for the products and services conducted by the Corporation; 2. To work out its development strategy, annual and five-year plans and plans for procurement, consumption and import and export of food in the region, in line with the tasks assigned by the State and in accordance with the market demands; 3. To sign and organize the implementation of the economic contracts already signed with partners; 4. To organize the procurement, storage, processing, reserve for circulation, and import and export of food to ensure the State balance on food, and to meet the needs of consumption and export; to receive food from the Southern Food Corporation as mobilized by the State to cater to the consumption in northern areas so as to stabilize food prices; to purchase food in southern areas to cater to northern areas in accordance with the State plan when the need arises; 5. To renew and modernize technology and mode of management; to spend the income from transfers of properties on re-investment and renewal of equipment and technologies of the Corporation; 6. To carry out its obligations toward the laborers in accordance with the provision of the Labor Code, and to ensure that the laborers take part in the management of the Corporation; 7. To implement provisions of the State on environmental protection and national defense and security; 8. To implement the regime of statistical and periodical reports in accordance with the provisions of the State, and of irregular reports at the request of the representative of the owner; and to be responsible for the accuracy of the reports; 9. To be subject to the control of the representative of the owner; to comply with the provisions on inspection of the financial service and other authorized State agencies as provided for by law. Article 14.- 1. The Corporation has the obligation to implement properly the management regimes and provisions on capital, properties, funds, accounting, audit and other regimes established by the State; to be responsible for the accuracy of the financial activities of the Corporation. 2. The Corporation has the obligation to publicize its annual financial reports and provide information to facilitate correct and appropriate assessments of the operation of the Corporation in accordance with the provisions of the Government. 3. The Corporation shall discharge its obligations in tax contribution and other remittance to the State budget in accordance with the provisions of law. In case of transfer of properties among member units in the form of registering increases or decreases of the respective capitals, no registration tax shall have to be paid. The transfer of paddy and rice among member units of the Corporation for continued processing or in accordance with the annual transfer plan of the Corporation to ensure the regional supply of food and stabilize food prices shall be exempted from turnover tax. Chapter III THE MANAGING BOARD AND THE CONTROL COMMISSION Article 15.- 1. The Managing Board carries out the function of managing the operation of the Corporation and is responsible before the Government 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 and other resources assigned by the State to the Corporation; b) To consider and approve plans proposed by the General Director on allocating capital and other resources to the member units, and on arrangement of capital and other resources among the member units; to control and supervise the implementation of these plans; c) To control and supervise all activities within the Corporation; the use, preservation and development of the assigned capital and other resources; the implementation of the resolutions and decisions of the Managing Board, the provisions of law; and the implementation of the obligations toward the State; d) To approve the proposals of the General Director for submission to the Prime Minister for approval of the strategies, schemes and plans for long-term development and the five-year plans of the Corporation; to decide on the annual targets and plans of the Corporation and report them to the Prime Minister, so that the General Director may assign them to the member units; e) To organize the evaluation and submit to the authorized agencies for approval the investment plans, new investment projects and projects for investment cooperation with foreign partners, which are financed by the capital under the management of the Corporation; f) To submit to the Prime Minister for approval, or on mandate of the Prime Minister to decide on projects of joint venture with foreign partners in accordance with the provisions of the Government; to decide on projects of domestic joint ventures and economic contracts of large value. To submit to the Prime Minister for decision on investment in projects of Group A; to be mandated to make decisions on investment projects of Group C and a number of projects of Group B; to mandate the General Director or Directors of member units to approve small investment projects. To approve plans for management and business operation of the Corporation as submitted by the General Director. To propose on the establishment, splitting, merger and dissolution of member units in accordance with the provisions of law; g) To issue and supervise the implementation of the technico-economic norms and standards, including salary scales and prices and norms of processing, transport and storage of foods, to design professional standards, product standards, trade marks, and prices of products and services of the Corporation at the proposal of the General Director on the basis of the common provisions of the branch and of the country; h) To design and submit to the Prime Minister for approval the Statute and its amended or supplemented contents on the organization and operation of the Corporation. To approve the Statute and Regulation on organization and operation of the member units and the amendments and supplements to the Statute or Regulation on organization and operation of the member units at the proposal of the General Director. To decide on the opening of branches and representative offices of the Corporation at home and abroad in accordance with the provisions of law; to design the Financial Regulation of the Corporation on the basis of the Model Financial Regulation, and submit it to the Ministry of Finance for approval before putting it into effect; i) To submit to the Prime Minister for decisions on the appointment, dismissal, reward or discipline of the General Director; to submit to the Minister of Agriculture and Food Industry for decisions on appointment, dismissal, reward or discipline of Deputy General Directors and the Chief Accountant of the Corporation at the proposal of the General Director; to decide on appointment, dismissal, reward or discipline of the Directors of member units at the proposal of the General Director; to decide on