Decree 44/CP

THE GOVERNMENT THE GOVERNMENT DECREE No.44-CP OF JULY 15, 1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL COFFEE CORPORATION THE GOVERNMENT Pursuant to the Law on Organization of the Government on September 30, 1992; Pursuant to Item 1, Article 27 of the Law on State Enterprises; At the proposal of the Managing Board of the Vietnam National Coffee Corporation, DECREES: Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam National Coffee Corporation issued together with this Decree. Article 2.- The Minister of Finance, the Minister of Agriculture and Food Industry, the Governor of the State Bank and the concerned Ministers, the Heads of ministerial-level agencies, the Heads of the agencies attached to the Government shall base themselves on this Decree to guide the implementation. Article 3.- The Ministry of Agriculture and Food Industry shall have to discuss further with the People's Committees of the provinces, Darlac and Gia Lai provinces in particular, to draw up a list of additional member units of the Vietnam National Coffee Corporation, and submit it to the Prime Minister for decision no later than the end of October 1995. Article 4.- 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 National Coffee 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 NATIONAL COFFEE CORPORATION (Ratified together with Decree No.44-CP of July 15, 1995 of the Government) Chapter I GENERAL PROVISIONS Article 1.- The Vietnam National Coffee Corporation (hereafter referred to as the Corporation) is a large State enterprise composed of independent- accounting enterprises, dependent-accounting enterprises, and non-business units closely related to one another in economic interests, finance, technology, supply, consumption, service, information, training, research and marketing, operation in production, business, import and export of the coffee industry. The Corporation is established by the Prime Minister aimed at increasing the accumulation, concentration, specialization and cooperation in production in order to fulfill the tasks assigned by the State, raise the capabilities and business efficiency of the member units and of the entire Corporation, and meet the needs of the economy. Article 2.- 1. The Corporation has the legal person status under Vietnamese law; 2. Its international transaction name is VIETNAM NATIONAL COFFEE CORPORATION, or VINACAFE in abbreviation; 3. The main office of the Corporation is located in Hanoi City; 4. The Corporation has its organizational and operational statute, and managerial and executive apparatus; 5. It has its own capital and properties, and takes responsibility for its debts within the capital under its management; 6. It has its own seal, bank accounts at the State treasury and banks inside and outside the country; 7. It has its balance of properties, and centralized funds according to Government prescriptions and under the guidance of the Ministry of Finance. Article 3.- The Corporation has the task of carrying out coffee development and business according to the State coffee planning and development plan. It shall develop business in other branches aimed at efficiently exploiting the land and climate of the region and territory assigned under the prescriptions of law. It shall take the initiative in production and business, including the drafting of the development plan, preparation for investment, and creating the source of investment capital and carrying out the investment. It shall supply material and equipment; conduct the cultivation, the policy of supporting the growing of coffee and the improvement of coffee strains; conduct research and experimentation, transfer of scientific and technical know-how, processing and marketing products; conduct export and import, cooperation, joint venture, and linkage with economic organizations inside and outside the country in conformity with law and the State policies. Article 4.- The Corporation submits to the State management of the ministries, ministerial-level agencies, agencies attached to the Government, the People's Committees in the provinces and cities directly under the Central Government in their capacity as State managerial agencies. At the same time it submits to the management of these agencies in their capacity as the representative of the right of ownership over State enterprises, as stipulated in the Law on State Enterprises and other prescriptions of law. Article 5.- The Corporation is managed by the Managing Board and run by the General Director. Article 6.- The organization of the Communist Party of Vietnam within the Corporation operates according to the Constitution, the law of the Socialist Republic of Vietnam and the regulations of the Party. The Trade Union organization and other socio-political organizations within the Corporation operate according to the Constitution and law. 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 and the land, and other natural resources and sources entrusted by the State according to the law in order to achieve the targets and fulfill the tasks assigned by the State in each period. 2. The Corporation has the right to reassign to its member units for management and use of the sources which it has received from the State, and to readjust the sources assigned to its member units in necessary cases and in line with the common development plan of the entire Corporation. 3. The Corporation is entitled to invest, enter into cooperation or joint venture, contribute stocks, and buy part or the whole property of another or other enterprises as prescribed by law. 4. The Corporation is entitled to assign, rent, mortgage and pawn property under its management, except the important equipment and workshops which, by prescription of the Government, must have the permission of the authorized State agency, and on the principle of preserving and developing the capital. These rights shall be exercised according to the prescriptions of the relevant laws with regard to the land and other resources under the Corporation's management. 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 objective 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; and is authorized to conduct other businesses if permitted by the authorized State agency; 5. To select its own market and to divide the markets among its member units; to directly conduct import and export according to prescriptions of the State; 6. To decide itself the price bracket, or the buying and selling prices of the main materials, raw materials and services, the minimum export and maximum import prices, except those products and services of which the prices are set by the State; 7. To work out and apply the norms for labor, materials, unit price of wage per unit of product based on total turnover or profit, and in the framework 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 laborers on the basis of the unit prices of wage per unit of product, or the service fees and the effectiveness of the operations of the Corporation; 9. To invite and receive foreign business partners to work with the Corporation in Vietnam; and send delegations abroad to work, study, and research, except for the President of the Managing Board and the General Director who must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board, the Deputy General Director, and the Directors of the member units of the Corporation shall be decided by the President of the Managing Board. The sending abroad of other persons in the assisting apparatus 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 contrarily with the purpose; 2. To mobilize capital of its own for business activities but without changing 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 prescriptions of law; 3. To set up, manage and use the centralized funds and the capital depreciation fund at the level and rate of deduction, and under the regime of utilization and management of these funds stipulated in the Financial Regulations 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 laborers according to the contribution of each to the business results in the year, and according to the shares they have contributed (if any); 5. The Corporation is entitled to the regime of subsidies, price subsidies and 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 cost which the Corporation has spent on these products and services; 6. The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State. Article 10.- The Corporation and its member units may 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 ORPORATION Article 11.- 1. The Corporation has the duty to receive and efficiently use, maintain and develop the capital allocated by the State, including the part of the capital investment in other enterprises; accept and efficiently use the natural resources including land, and other sources assigned by the State to realize the targets in business, production, development, processing and marketing of coffee, and the tasks assigned by the State. 2. The Corporation has the obligation: a/ To collect or pay the debts recorded in the property balance of the Corporation at the time of its establishment. b/ Pay the international credits received 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 these units are unable to pay. Article 12 .- The Corporation has the following tasks 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 its development strategy, its five-year and annual plans, its plans for investment in production and business development of the Corporation in conformity with the orientation for the development of the coffee industry of the State and the demand of the market; 3. In cooperation with the Vietnam Coffee and Cacao Association to guide the production, development, processing and marketing of coffee products in the whole country, and to unify the exportation of coffee by its member units in conformity with the export regulation of the Corporation; 4. To sign and organize the implementation of economic contracts signed with its partners; 5. To meet the need of the market, and achieve stabilization of prices for the coffee growers as prescribed by the State; 6. To renew and modernize the technology and mode of management; to use the income generated by the assignment of property to re-invest, renew the equipment and technology of the Corporation; 7. To perform its obligations toward the laborers as prescribed by the Labor Code, and ensure the participation of the laborers in the management of the Corporation; 8. Together with the member units, the Corporation shall have to care for the socio-economic development in the areas where its member units are located, with special attention to the areas inhabited by people of ethnic minorities, the newly reclaimed areas, the remote areas, and areas with difficult access where the people's life still meet with many hardships; and to build up economic and cooperative relations in investment, technical application, promotion of farming and expansion of coffee growing with units outside the Corporation, especially coffee growing by the population, in the gardens and on the hills, thus contributing to the elimination of famine and alleviation of poverty. The Corporation shall take part in the improvement of the ecology through the regreening of bare hills and mountains, thus helping to increasing coffee export; 9. To carry out the regulations of the State with regard to the protection of natural resources and the environment, national defense and security; 10. 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; 11. 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 correctly carry out 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 reports and other information so that a correct and objective evaluation can be made of its operations as prescribed by the Government. 3. The Corporation shall have to fulfill its obligation of paying taxes and other remittances to the State budget as prescribed 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 not have to pay registration tax. The semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually conducted by the member units in service of production shall not have to pay turnover tax. Chapter III THE MANAGING BOARD, THE CONTROL COMMISSION Article 14.- 1. The Managing Board performs its function of managing the operations of the Corporation, and takes responsibility before the Government for the development of the Corporation in accordance with the tasks assigned by the State. 2. The Board has the following powers and tasks: a/ To receive capital (including debts), land, natural resources and other sources 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 sources assigned; the realization of the resolutions and decisions of the Managing Board and the regulations of law; and the discharge of the obligations toward the State. d/ To adopt the proposals of the General Director to be submitted to the Prime Minister for ratification concerning the strategy, planning and plan for long-term development, the five-year plans of the Corporation; decide the annual targets and plan of the Corporation, and report them to the Prime Minister. e/ To organize the examination and submit to the authorized agency for adoption the plans of investment, new investment projects, 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 great value. To submit to the Head of the authorized State agency for approval the investment in the projects of Group A. If empowered, it shall decide projects of Group C and a number of projects in Group B. It can empower the General Director or the Directors of its member units to approve the small investment projects. It ratifies the plan for organizing the management and business activities of the Corporation presented by the General Director. It may propose the establishment, splitting, merger or dissolution of member units as prescribed by law. g/ To issue and supervise the implementation of the economic and technical norms and criteria, including unit price of wages, unit prices and norms in specialized construction, circulation fees in export-import, product criteria, trade marks, within the Corporation at the proposal of the General Director and on the basis of the common regulation of the branch 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 or supplements to these Statutes and Regulations at the proposal of the General Director. It can decide to open branches and representative offices of the Corporation in the country and abroad in accordance with the procedures defined by law. To elaborate the Financial Regulations of the Corporation on the basis of the Model Financial Regulations published by the Ministry of Finance, and submit it to the Ministry of Finance for approval before the issuance. i/ With regard to the personnel of the managing and executive apparatus of the Corporation: - To propose the Head of the agency accredited by the Prime Minister to submit to the Prime Minister for decision to appoint, dismiss, commend or discipline the General Director. - To propose the Head of the agency accredited by the Prime Ministry to appoint, dismiss, commend or discipline the Deputy General Directors and the Chief Accountant of the Corpo