Decree 38/CP

DECREE No DECREE No.38-CP OF THE GOVERNMENT ON THE 30TH OF MAY 1995 RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM OIL AND GAS CORPORATION THE GOVERNMENT Pursuant to the Law on Organization of the Government on the 30th of September 1992; Pursuant to Item 1, Article 27 of the Law on State Enterprises; At the proposal of the Managing Board of the Vietnam Oil and Gas Corporation, DECREES: Article 1.- To promulgate the Decree ratifying the Statute on the Organization and Operation of the Vietnam Oil and Gas Corporation attached to this Decree. Article 2.- The Minister of Finance, the Minister-Chairman of the Government Commission on Organization and Personnel, the Governor of the State Bank of Vietnam, and the Ministers, the Heads of the relevant ministerial-level agencies and agencies attached to the Government shall base themselves on this Statute to guide the implementation. Article 3.- This Decree takes effect from the date of its promulgation. 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 Oil and Gas Corporation shall have to implement this Decree. On behalf of the Government The Prime Minister VO VAN KIET STATUTE ON THE ORGANIZATION AND OPERATION OF THE VIETNAM OIL AND GAS CORPORATION (Ratified together with Decree No.38-CP on the 30th of May 1995 of the Government) Chapter I GENERAL PROVISIONS Article 1.- The Vietnam Oil and Gas Corporation is a State corporation established by decision of the Prime Minister. Its members are independent-accounting enterprises, dependent-accounting enterprises, and non-business units of the oil and gas industry closely related to one another in economic interests, finance, technology, supply, consumption, service, information, training, research and marketing. Article 2.- The Vietnam Oil and Gas Corporation (hereafter referred to as Corporation) has the task of conducting research, prospection, exploration, exploitation, processing, storing, transportation and providing services in oil and gas; importing and exporting oil and gas material and equipment, oil and gas, crude oil, and oil products; circulating oil products, and conducting other business activities prescribed by law and other tasks assigned by the State. The Corporation is authorized to conduct oil and gas activities on the whole land and territorial waters, the exclusive economic zone, the continental shelf and offshore islands of the Socialist Republic of Vietnam and can conduct such activities abroad when permitted by the Government. All activities in the prospection, exploration and exploitation of oil and gas by the other organizations and individuals can be conducted only on the basis of contracts signed with the Vietnam Oil and Gas Corporation. Article 3.- The Corporation has: - The legal person status under Vietnamese law; - Its statute on organization and operation, its managerial and operational apparatus; - Its own capital and property, and takes responsibility for the debts within the limit of the capital managed by the Corporation; - Its own seal and can open its accounts at the State Treasury and the banks inside and outside the country; - Its own balance of assets and centralized funds as prescribed by the Government and directed by the Ministry of Finance. Article 4.- The Corporation adopts its international transaction name of VIETNAM OIL AND GAS CORPORATION or PETROVIETNAM in abbreviation. The main office of the Corporation is located in Hanoi City. Article 5.- The Corporation is managed by a Managing Board and directed by a General Director. Article 6.- The organization of the Communist Party in the Corporation shall operate according to the Constitution and the law of the State of the Socialist Republic of Vietnam and other regulations of the Party. The trade union and other political-social organizations in the Corporation operate according to the Constitution and the 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, sea areas and other natural resources and sources entrusted by the State according to the law in order to carry out the socio-economic development strategy assigned to the Corporation 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. Such an assignment, renting, mortgage and pawning must be done according to the prescriptions of law with regard to the land, sea areas and 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; 5. To select its own market and to conduct import and export according to prescriptions of the State; 6. To decide itself the buying and selling prices of its products and business services, 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 prices of wages per unit of product in the framework of the norms and unit prices set by the State; 8. To recruit, hire, assign, employ and train labor, 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 effectiveness of the operations of the Corporation; 9. To invite foreign delegations and send delegations or individuals 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 of other members of the Managing Board for visits abroad shall be decided by the President of the Managing Board. The sending abroad of the Deputy General Directors and 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 repayment; 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 the 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 statute of the Corporation; 4. The Corporations may use the remaining profits after fulfilling all obligations toward 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; 5. The Corporation is entitled to the regime of the subsidies, price subsidies and other preferential regimes of the State when performing its production or supply tasks in service of 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 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 CORPORATION Article 11.- 1. The Corporation has the duty to receive and effectively use, maintain and develop the capital allocated by the State including the part of the capital invested in other enterprises and accept and effectively use the natural resources including land, sea areas and other sources assigned by the State with a view to achieving the business objective and other special tasks assigned by the State. 2. The Corporation has the obligation to pay: - The debts recorded in the property balance of the Corporation at the time of its establishment. - The international credits received by the Corporation with the accreditation of the Government. - The credits directly borrowed by the Corporation or borrowed for its member units under trust contracts. 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 elaborate its development strategy, its five-year and annual plans, its plans for the allocation of lots and the regional planning for the purpose of management, defense and exploitation of the oil and gas resources in conformity with the tasks assigned to it by the State and the demand of the market; 3. To carry out the economic contracts signed with its partners, to sign contracts on oil and gas activities with the contractors according to its jurisdiction and to organize the supervision of the execution of the signed contracts; 4. 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; 5. 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; 6. To carry out the regulations of the State with regard to the protection of natural resources and the environment, national defense and security; 7. To abide by the regime of statistical 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; 8. 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 perform its duty of tax payment and make other remittances to the State budget as prescribed by law. 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 take responsibility 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, sea areas, 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, and the utilization, preservation and development of the capital and other sources assigned, and also 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; adopt the allocation of lots, the regional planning for the purpose of managing, defending and exploiting the oil and gas resources; decide the annual plan of the Corporation so that the General Director may assign it to the member units; e/ To organize the ratification and examination and submit to the authorized agency for adoption of 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, to 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 Prime Minister for approval the investment in the projects of Group A. It is empowered by the Prime Minister to decide the projects of Groups B and C. It empowers the General Director or the Directors of 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. It coordinates with the local authorities in the protection of its property; g/ The Corporation issues and supervises the implementation of the economic and technical norms and criteria, including unit price of wages, unit prices and norms in specialized construction, product criteria, trade marks, prices of oil and gas products and services within the Corporation at the proposal of the General Director and on the basis of the common regulations of the branch and of the country; h/ To work out and submit to the Prime Minister for approval the Statute and the amendments and supplements to the Statute on organization and operation of the Corporation. To approve the statutes and the regulations on organization and operation as well as the regulations on financial operations 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; i/ With regard to the personnel in the managerial and operational apparatus of the Corporation: - It shall decide the total personnel of the managerial and operational apparatus of the Corporation and may readjust it when necessary at the proposal of the General Director. - It may propose the Minister-Chairman of the Government Commission on Organization and Personnel to submit to the Prime Minister for decision to appoint, dismiss, commend or discipline the General Director. - It may propose the Minister-Chairman of the Government Commission on Organization and Personnel to appoint, dismiss, commend or discipline the Deputy General Directors and the Chief Accountant of the Corporation at the proposal of the General Director of the Corporation. - It may appoint, dismiss, commend or discipline the Directors of the member units at the proposal of the General Director. - It may appoint, dismiss, commend or discipline the persons directly managing the capital of the Corporation at the enterprises where the Corporation has invested. j/ It may adopt the plan proposed by the General Director concerning the founding and utilization of the centralized funds corresponding with the business and financial plans of the Corporation, and in conformity with the financial regulations of the Corporation. k/ It may examine the plans of the member units for capital mobilization (in all forms) guaranteed borrowings, liquidation of property to decide or submit to the Prime Minister for decision according to the principles mentioned in Item 4, Article 37 of this Statute. l/ To adopt the quarterly, six-month and annual operational report of the Corporation and the annual synthetic financial report (including the property balance) of the Corporation and the member units presented by the General Director, and request the General Director to make public the annual financial report as prescribed by the Ministry of Finance. 3. The Managing Board comprises 7 members to be appointed and dismissed by the Prime Minister at the proposal of the Minister-Chairman of the Government Commission on Organization and Personnel. The criteria of the persons to be nominated as members of the Managing Board shall comply with the provisions in Article 32 of the Law on State Enterprises. The Managing Board shall comprise a number of full-time members, including the President of the Board, a member who is also General Director, a member who is also Chairman of the Control Commission, and a number of half-time members who are specialists operating in the domain of oil and gas, economy, finance, business management and law. The President of the Managing Board must not be also General Director of the Corporation. 4. The term of office of the members of the Managing Board is five (5) years. A member of the Managing Board may be re-appointed. He/she may also be dismissed and replaced in the following cases: - When there is sign of his/her law-breaking, or violation of the Statute of the Corporation. - He/she has proved to be incapable of assuming the task assigned, as suggested by at least two thirds of the incumbent members. - He/she asks to withdraw. - There is a decision to assign them to another task. 5. The President of the Managing Board has the duty to organize the implementation of the tasks and powers of the Board stipulated in Item 2 of this Article. 6. Working regime of the Managing Board: a/ The Managing Board shall adopt the system of collective work. It shall meet regularly every quarter to examine and decide questions under its jurisdiction and responsibility. When necessary, it can convene extraordinary meetings to resolve urgen