Nghị định 14-CP

DECREE No DECREE No.14-CP ON THE 27th OF JANUARY, 1995 OF THE GOVERNMENT SETTING UP THE VIETNAM ELECTRICITY CORPORATION AND ISSUING ITS STATUTE THE GOVERNMENT Pursuant to the Law on Organization of the Government on the 30th of September 1992; Proceeding from the conclusion reached at the meeting of the Government on the 6th of January, 1994; Considering the proposal of the Minister of Energy concerning the implementation of Decision No.91-TTg on the 7th of March, 1994 of the Prime Minister on the trial founding of business corporations. DECREES: Article 1.- To set up the Vietnam Electricity Corporation in conformity with the contents of Decision No.562-TTg on the 10th of October, 1994 of the Prime Minister. Article 2.- To issue, attached to this Decree, the Statute on the Organization and Operation of the Vietnam Electricity Corporation. Article 3.- The Minister of Energy, the Minister of Finance, the Government Commission on Organization and Personnel, the Governor of the State Bank, the other Ministers, the Heads of the ministerial-level agencies and the agencies attached to the Government concerned shall base themselves on this Statute to guide the implementation. Article 4.- This Decree takes effect as from the date of its signing. The Ministers, the heads of the ministerial-level agencies and the agencies attached to the Government, the president of the People's Committees in the provinces and cities directly under the Central Government, the Managing Board and the General Director of the Vietnam Electricity 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 ELECTRICITY CORPORATION (Issued together with Decree No. 14-CP on the 27th of January, 1995 of the Government) Chapter I GENERAL PROVISIONS Article 1.- The Vietnam Electricity Corporation (hereafter referred to as Corporation) is a large business of the State, comprising many member businesses and non-business units, operating on a national scale in the business of electricity (including research, survey, design, construction and assembly, production, transmission and distribution of electricity, manufacture of electric equipment and accessories, export and import), and some other production and service activities related to the electric service. The Corporation shall have to invest in developing the electric industry, organize production and consumption of electricity to ensure the need in electric energy for production and life, in conformity with the requirement and orientation of the socio-economic development strategy of the country, and with the tasks assigned by the Prime Minister in each period of the plan. The Office of the Corporation is located in the city of Hanoi. The international transaction name of the Corporation is ELECTRICITY OF VIETNAM, or EVN in abbreviation. Article 2.- The Corporation has the legal person status, has its seal and is authorized to open its accounts in the banks in the country and abroad, and is organized and operates according to this Statute. The Corporation applies a comprehensive economic accounting system, and is permitted to set up concentrated funds as stipulated by the State. The Corporation shall carry out concentrated accounting in the production and transmission of electric energy. The member businesses shall effect either independent accounting or dependent accounting, and all the non-business units of the Corporation shall have the legal person status and operate according to the State law and the Statute of the Corporation. Article 3.- The Corporation is empowered by the State to manage and use the land fund, the water resources and other sources of natural energy to carry out the tasks mentioned in Article 1. The Corporation has the responsibility to use land and the land resources for the right purpose and in conformity with the law on land, natural resources and the environment. Article 4.- The Corporation shall be allocated fund and property, and is allowed to mobilize capital sources inside and outside the country in different forms as stipulated by the State to carry out its tasks. The Corporation has the responsibility to preserve the allocated fund, unceasingly accumulate fund to invest in development, and accomplish its financial obligation toward the State. The Corporation shall have to continuously improve its equipment and technology as well as its management, in order to reduce production cost and cut down on electricity loss. Article 5.- The Corporation has the right to recruit and employ a working personnel corresponding to the production and business tasks. It has the responsibility to create conditions for developing the right to mastery of the laborers in production, business and business management, raise labor productivity and work efficiency; to care for the training and fostering of the human resources of the Corporation; to improve the living and working conditions of the laborers. Article 6.- The organizational structure of the Corporation comprises the following: 1. The Managing Board. This Board is assisted by a Supervisory Commission and the Office of the Corporation. 2. The General Director. He is assisted by a number of Deputy General Directors, the Office and the specialized departments. 3. The member units of the Corporation. Chapter II THE MANAGING BOARD Article 7.- The Managing Board is the organ of highest jurisdiction in the Corporation. The Managing Board is mandated by the State to carry out the function of the representative of the State ownership over the whole of the Corporation according to the provisions of law and this Statute. It is answerable to the State and the Prime Minister. The members of the Managing Board shall be appointed by the Prime Minister at the proposal of the Minister of energy. Before making a proposal, the Ministry of Energy must have a written consent of the Minister-Chairman of the Government Commission on Organization and Personnel. Article 8.- The Managing Board of the Corporation shall have five full-time members: - The President, - A Vice President, - The General Director, - The other two members are specialists in law, economics and technique. Article 9.- The Managing Board has the following tasks and powers: 1. Together with the General Director, sign and take delivery before the State of the natural resources, land and capital (including debts) under State ownership, comprising also the fixed assets and the personnel, with a view to the realization of the targets and tasks assigned by the State to the Corporation; 2. Examine and endorse the plan for allocation of funds and debts, preservation and development of the fund, and the plan for regulating and mobilizing capital proposed by the General Director, witness the re-allocation by the General Director, witness the re-allocation by the General Director of the resources stipulated at Item 9.1 to the member units for utilization, preservation and development, according to the objectives already ratified by the Managing Board; 3. Supervise and inspect the implementation by the General Director and the member units of the plan for the utilization, preservation and development of the resources assigned by the State, execute the resolutions and decisions of the Managing Board, the law and discharge the obligations to the State; 4. Adopt the proposals of the General Director and submit them to the Prime Minister for ratification concerning the strategy, overall planning and concrete plans for long-term development, including the five-year plans of the Corporation; decide the annual plans of the Corporation so that the General Director may assign it to the member units; 5. Submit to the Prime Minister for ratification, and if it is empowered by the Prime Minister, decide the projects of joint venture with foreign countries as prescribed by the Government; decide the joint venture projects within the country and the economic contracts of great value. Submit to the Prime Minister for decision to invest in projects of Group A; submit to the Minister controlling the concerned service for decision on projects in Group B; and decide on the investment in projects in Group C. Empower the General Director, or the Director of a member business, to ratify the small investment projects. Ratify the plan for organization of production and business, and organization of management at the member units. Coordinate with the local administration and mass organizations in the protection of the national property and electricity safety; 6. Adopt the plan for the State-administered price of electricity proposed by the General Director, and submit it to the Prime Minister for ratification. Issue and supervise the implementation of the quotas and economic and technical norms, including the wage unit price, the unit price and norms in specialized construction, the product standard, trademark of commodities, the prices of products and services applied within the Corporation at the proposal of the General Director, on the basis of the common regulations of the electric service and of the country; 7. Elaborate and submit to the Prime Minister for approval the Statute on the organization and operation of the Corporation, and the amendments and supplements to the Statute of the Corporation; ratify the Statute on the organization and operation of the member units, and the amendments and supplements to these Statutes at the proposal of the General Director, propose the founding, splitting, merger or dissolution of member units as prescribed by the Government; decide to open representative offices and branches of the Corporation inside and outside the country, according to the regulations of the Government. Decide the overall personnel of the managerial apparatus of the Corporation, and readjust it when necessary, at the proposal of the General Director. Decide the overall personnel of the managerial apparatus of the Corporation, and readjust it when necessary, at the proposal of the General Director. Propose to the Prime Minister to appoint, dismiss, commend or discipline the General Director, propose to the Minister of Energy to appoint, dismiss, commend or discipline the Deputy General Directors at the proposal of the General Director, decide the appointment, dismissal, commendation or discipline of the Directors of the member units at the proposal of the General Director. 8. Ratify the proposal of the General Director about the setting up and utilization of the concentrated funds, in conformity with the business plan and the financial plan of the Corporation, under the guidance of the Ministry of Finance; 9. To adopt the annual general financial report (including the review of property) of the Corporation and of the member units in the Corporation, and request that the General Director make public the financial report of the Corporation as prescribed by the Ministry of Finance. Article 10.- The Managing Board takes collective and individual responsibility before the Prime Minister and law for the realization of the assigned duties. The President and the other members of the Board, who do not accomplish the tasks assigned, make wrong decisions or decisions which go beyond their powers and cause damage to the national interests, or losses in capital, property and natural resources of the State or properties of the people, which adversely affect the activities of the Corporation, or who violate other regulations of the State, shall, depending on the extent of the violation, be subject to administrative sanctions, have to compensate for the damages or be investigated for penal liability as prescribed by law. Article 11.- Working regime of the Managing Board: 1. A term of office of a member of the Managing Board is five years. The Board members may be re-appointed. The term of office of the new members is calculated from the date of the appointment. 2. The Managing Board shall hold regular sessions as prescribed by the Board, in order to examine and decide questions coming under the tasks, powers and responsibilities stipulated in Article 9 and Article 10. At the close of the fiscal year, the Managing Board shall meet to examine the results of business, adopt the report of the Supervisory Commission, the general financial report, and the business plan of the following year. 3. The Managing Board may meet in extraordinary sessions to solve unexpected affairs, at the request of the President of the Board, or more than half of the members, or the General Director. 4. The President of the Managing Board shall convene and preside over all the meetings of the Board, except when he is absent by force majeure, in which case he shall empower the Vice President to preside over the meeting. The meeting can be held only with the participation of a least two thirds of the members of the Board. 5. When the Managing Board meets to examine questions of the strategy of development, overall planning and the five-year and annual plans, major investment projects or joint venture projects with foreign countries, or the annual financial report, or to issue the systems of economic and technical quotas and norms of the Corporation, invitation must be extended to the Ministry of Energy and the concerned ministries and services to send their competent representatives to attend the meeting. In the event of an important subject related to the local administration, a representative of the People's Committee at the provincial level must also be invited. These representatives are entitled to speak but shall not take part in the vote. If they deem that the resolutions or decisions of the Managing Board may harm the common interests, they may make a written protest to the Managing Board, and report to the Heads of the agencies of which they are the representatives so that they may examine and settle the question according to their jurisdiction. In case of necessity, the Heads of these agencies shall report to the Prime Minister. 6. When the Managing Board meets to examine questions related to the rights and obligations of workers and public servants, it shall have to propose to the service Trade Union to send its competent representative to attend the meeting. This representative is entitled to speak, but shall not take part in the vote, and he has the right to send his protest to the Managing Board and the authorized State agencies, the service Trade Union and the Vietnam General Confederation of Labor, if he deems that certain resolutions or decisions of the Managing Board affect the rights, interest and obligation of workers and public employees in the Corporation. 7. The Managing Board shall apply the working regime of collective adoption of resolutions and decisions at the meetings, through voting on the principle of endorsement by the majority of the members of the Board. The documents and agenda of each meeting must be sent by the President of the Managing Board to all members of the Board and the invited representatives five days before the meeting at the latest. The contents and conclusions of the meeting must be recorded in the minutes and signed by all Board members participating in the meeting. 8. The resolutions and decisions of the Managing Board are binding to the entire Corporation. In case the resolutions or decisions of the Board vary with the opinion of the General Director, the latter still has to carry them out. At the same time, he is entitled to maintain his reservations, and report them in writing to the concerned Minister and the Prime Minister. Article 12.- The Managing Board has an Office composed of a number of specialists and assistant personnel selected by the President of the Board. The payroll of the Office personnel shall be decided by the Board itself. The operating expenses of the Managing Board shall derive from the management expenses of the Corporation. The General Director shall use his apparatus to ensure the necessary conditions and means for the activities of the Managing Board. Article 13.- The Supervisory Commission: 1. The Managing Board shall set up the Supervisory Commission to supervise and inspect the financial, production and business activities within the Corporation, according to law and the Statute of the Corporation. The Managing Board shall define the tasks and concrete powers of the Supervisory Commission. The Supervisory Commission shall comprise five persons headed by a member of the Managing Board. In addition, two specialized members of the Supervisory Commission are employees in the apparatus of the Corporation appointed by the President of the managing Board with the consent of the Executive Committee of the service Trade Union. It also includes a representative of the General Department of State Capital and Property Management at the business to be appointed by the General Department Head, and a representative of the Ministry of Energy appointed by its Minister. The two latter members shall work part-time in the Supervisory Commission. 2. The tenure of the members of the Supervisory Commission is five years. Any member who does not accomplish his/her task in the process of work shall be replaced. The tenure of a newly appointed member is calculated from the date of his/her appointment. 3. The Supervisory Commission operates according to the program and tasks assigned by the Managing Board. It shall report to the Managing Board about the results in supervising and control work at the request of the Managing Board, and make suggestions on strengthening and perfecting the management of all aspects of the activities of the Corporation according to the Statute and law. 4. The Supervisory Commission shall be invited to attend the briefings by the General Director and a number of sessions of the Managing Board. 5. The operating expenses of the Supervisory Commission shall be defrayed by the Managing Board, and is accounted for in the operating expenditures of the Managing Board. Chapter III THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS Article 14.- 1. The General Director is the juridical representative in all activities of the Corporation and is answerable before law. He has the highest jurisdiction in the Corporation, and is directly answerable to the State and the Managing Board for the effective use of the resources assigned to the Corporation. 2. The Deputy General Directors are assigned and empowered by the General Director to manage and direct one or a number of areas of activity of the Corporation. 3. The Office and the specialized and professional departments have the function of acting as consultants and assistants to the General Director in the managing and direction of the Corporation's work. 4. The managerial expenses of the apparatus of the Corporation (including the expenses for the activities of the Managing Board) shall be accounted for in the production cost in the overall plan of the Corporation. Article 15.- The General Director has the following tasks and powers: 1. Together with the Managing Board to sign and take delivery of the resources of land, capital and debts under State ownership, including fixed assets and the manpower, in order to manage and utilize them according to the objectives and tasks assigned by the State to the Corporation; to distribute and assign these resources of the State to the member units for utilization, preservation and development, according to the plan already ratified by the Managing Board as stipulated in Article 9. 2. To elaborate and submit to the Managing Board the development strategy, the overall planning and the five-year and annual plans, the plan of the Corporation for protection and exploitation of natural resources, and the plan of coordination in the execution of business plans among units in the Corporation. To issue decisions on the organization of the realization of the strategy, overall program, plans and projects already