THE GOVERNMENT
DECREE No.79-CP OF NOVEMBER
22,1995 OF THE GOVERNMENT RATIFYING THE STATUTE ON THE
ORGANIZATION AND OPERATION OF THE VIETNAM NATIONAL SHIPPING
LINES
CHAPTER VII : MANAGEMENT
OF THE CAPITAL CONTRIBUTED BY THE CORPORATION AND MEMBER
ENTERPRISES TO OTHER ENTERPRISES
Section I. MANAGEMENT OF THE
CAPITAL CONTRIBUTED BY THE CORPORATION TO OTHER ENTERPRISES
Article 32.- With
regard to the capital contributed by the Corporation
to other enterprises, the Managing Board of the Corporation
has the following rights and obligations:
• To adopt the plan for
capital contribution worked out by the General Direction
in order to decide, or submit to the Heads of the competent
State authorities to decide, according to their vested
powers as assigned in Point (e), Item 8, Article 15,
of this Statute.
• At the proposal of the
General Director, to appoint, dismiss, commend and discipline
the person directly managing the capital of the Corporation
at the enterprise to which the Corporation has contributed
capital.
• To supervise and control
the use of the capital contributed by the Corporation
to other enterprises; to take responsibility for the
efficiency in the utilization, preservation and development
of the capital already contributed and collect profits
form the capital contributed by the Corporation to other
enterprises.
Article 33 .- Rights
and obligations of the person directly managing the
capital contributed by the Corporation to other enterprises:
• To hold managerial and
executive posts at the enterprise having capital contributed
by the Corporation under the Statute of this enterprise;
• To monitor and supervise
the operations of this enterprise;
• To observe the regime
of reporting and take responsibility before the Managing
Board of the Corporation for the efficiency in the utilization
of the capital contributed by the Corporation to this
enterprise.
Section II.MANAGEMENT OF THE
CAPITAL CONTRIBUTED BY AN INDEPENDENT-ACCOUNTING MEMBER
ENTERPRISE TO OTHER ENTERPRISES
Article 34 .- An independent-accounting
member enterprise may contribute capital to other enterprises
as designated by the Corporation. With regard to the
capital contributed by the enterprise to other enterprises,
the Director has the following rights and obligations
in managing this capital:
• To work out the scheme
of capital contribution for the General Director to
submit to the Managing Board of the Corporation for
approval;
• To appoint, dismiss, commend
and discipline the person directly managing the capital
that the enterprise has contributed to other enterprises.
• To supervise and control
the use of the capital contributed by the enterprise;
to take responsibility for the efficiency in the utilization,
preservation and development of the capital already
contributed; to collect the profits from the capital
contributed by the enterprise to other enterprises.
Article 35.- Rights
and obligations of the person directly managing the
capital contributed by the enterprise to other enterprises:
• To assume various managerial
and executive posts at the enterprise where his/her
enterprise has contributed capital under the Statute
of this enterprise;
• To monitor and supervise
the business operations of the enterprise where his/her
enterprise has contributed capital;
• To observe the regime
of reporting defined by the Director; and to take responsibility
before the Managing Board and the General Director of
the Corporation and the Director for the efficiency
in the utilization of the capital contributed by his/her
enterprise to the enterprises where he/she is assigned
to assume a managerial or executive post.
Section III. JOINT VENTURE ENTERPRISES
Article 36.-
• The joint venture enterprises
that the Corporation or its member enterprise has joined
shall be managed, conducted and operated under the Law
on Foreign Investment, the Corporate Law and the other
concerned laws of Vietnam. The Corporation or its member
enterprise shall exercise all rights, obligations and
responsibility to these joint ventures in terms of business
and financial operation as prescribed by law and the
signed contracts.
• The joint ventures and
affiliations that the member units formed with domestic
and foreign partners prior to the establishment of the
Corporation remain under their managerial jurisdiction
and responsibilities in accordance with the existing
provisions, except for a number of cases for which the
direct management of the Corporation is required to
serve the business plan overall development of the entire
Corporation.
CHAPTER VIII : FINANCE
OF THE CORPORATION
Article 37.-
• The Corporation performs
the regime of general accountancy, financial autonomy
in business in conformity with the Law on State Enterprises
and other provisions of law, and the Financial Regulations
and Statute of the Corporation.
• The Corporation shall
practice the regime of centralized accounting for the
business operations that it directly invests in and
conducts, such as the container fleet, the oil tanker
fleet, the large-size bulk cargo fleet, the newly-built
ports, and the new business forms such as multi-modal
transport, chartering and leasing ships and equipment
under the management of the Corporation.
Article 38.-
• The prescribed capital
of the Corporation is composed of :
• The capital assigned by the State at the
time of the founding of the Corporation;
• Additional investment in the Corporation
by the State (if any);
• Deduction from the after-tax profit to
supplement the capital as prescribed by the Financial
Regulation of the Corporation.
• Other sources (if any).
• At each increase or decrease of the prescribed
capital, the Corporation shall have to adjust promptly
its capital in the balance of property, and make public
the prescribed capital of the Corporation after readjustment.
Article 39.-
• The Corporation may establish
and use centralized funds to ensure the process of renewal
and development of facilities, equipment, material basis
and technology of the entire Corporation.
• The centralized funds
of the Corporation are established according to the
Statute of the Corporation, the Financial Regulations
of the Corporation and by decision of the Managing Board.
They comprise:
• The development investment
fund is established from the capital depreciation funds
and the deduction of profits of the member units as
prescribed by the Ministry of Finance, the profits from
the capital contributed by the Corporation to other
enterprises, and other sources.
The capital depreciation funds and
the profit from reinvestment of the dependent-accounting
units are concentrated at the Corporation for investment
according to the annual plan of the Corporation.
The Corporation shall mobilize the
capital depreciation funds of the independent-accounting
units on the principle of recording their capital in
order to carry out re-investment as decided by the Managing
Board and under the guidance of the Ministry of Finance;
b)The centralized fund for scientific
research and training to be allocated to the units entrusted
with the tasks of scientific research, training and
retraining in the whole Corporation is formed by the
deduction from the production development funds of the
member units and the training allocations from the State
budget (if any), and other sources, including those
collected by the non-business units of the Corporation
from their provision of services and realization of
contracts for export labor, contracts for scientific
research, consultancy and training signed with the enterprises
and non-business units of the Corporation from their
provision of services and realization of contracts for
export labor, contracts for scientific research, consultancy
and training signed with the enterprises and non-business
units inside and outside the country by decisions of
the Managing Board and the General Director.
c) The financial reserve fund, reward
fund and welfare fund are founded under the guidance
of the Ministry of Finance. The concrete level of reduction
and remittance of the above-mentioned funds and their
use are defined in the Financial Regulation of the Corporation.
d) The specialized health insurance
fund is established and used in accordance with the
guidance of the Ministry of Finance and the Ministry
of Health.
Article 40.- Financial
autonomy of the Corporation:
• The Corporation operates
on the principle of financial autonomy, self-balancing
of its revenues and expenditures. It has the responsibility
to preserve and develop the various business capital
sources of the Corporation, including the capital contributed
to other enterprises.
• It takes responsibility
of paying the debts recorded in the property balance
of the Corporation and its other financial commitments
(if any).
• It controls and supervises
the financial operations throughout the Corporation.
• All credit relations (borrowing,
lending , buying and selling of goods with delayed payment,
guaranty ) between the Corporation must comply with
the following principles:
• The credit is equivalent
to 10% or less of the prescribed capital for each borrowing
decided by the Corporation;
• The credit is equivalent
to more than 10% of the prescribed capital for each
borrowing decided by the Minister of Finance.
• The total credit balance
from the borrowings shall not exceed the level prescribed
by the Ministry of Finance.
• The Corporation shall
have to design, submit and register its financial plan,
financial reports and property balance of the Corporation
to the authorized levels, and submit its annual general
financial accounts to the Ministry of Finance. The latter
shall control and ratify the annual financial accounts
of the Corporation.
• The Corporation is assigned
to collect fees and taxes related to maritime activities
in accordance with the mandate assigned by the Ministry
of Finance or decisions of the Government, and has the
responsibility to remit these collections to the State
budget according to the quotas set by the Ministry of
Finance.
• The Corporation shall
pay taxes and other remittances prescribed by the current
law and according to the Financial Regulation of the
Corporation, with the exclusion of the taxes already
paid by the member units. It is entitled to use the
profits after fulfilling its tax duties to the State
in accordance with current provisions.
• The profit earned by the
Corporation or member units from the capital they contributed
to other enterprises shall not be subject to income
tax, if these enterprises have paid income tax before
the dividends are apportioned to the capital contributors.
• The financial operations
of the member units of the Corporation, and the relationship
in financial operation between the Corporation and the
member units, shall be effected in conformity with the
Statute and the Financial Regulation of the Corporation.
• The material responsibility
of the Corporation in its business relations and in
civic relations is limited within the total capital
of the Corporation made public at the latest point of
time.
• The Corporation has to
observe seriously the Ordinance on Accountancy and statistics,
and the current regime of accountancy and financial
reports for State-owned enterprises.
• The Corporation is subject
to the control and supervision in financial matters
and business operations by the authorized State agencies
as prescribed by law.
CHAPTER IX : RELATIONS
BERWEEN THE CORPORATION AND THE STATE AGENCIES AND THE
LOCAL ADMINSTRATION
Article 38.- Relations
with the Government:
• To observe law and carry
out seriously Government regulations related to the
Corporation and the State enterprises.
• To carry out the development
plans and strategy of the Corporation in the master
plan and strategy of development of the service and
territorial development of the State
• To observe the regulations
on the establishment, splitting, merger and dissolution;
the policies on organization and personnel; the financial,
credit, tax and profit-collecting regimes; and the regimes
on accountancy and statistics.
• To submit to the control
and inspection regarding the observance of law, undertakings,
policies and regimes of the State at the Corporation.
• To be entitled to make
proposals on solutions, mechanisms and managerial policies
of the State concerning the Corporation.
• To be entitled to manage
and use capital, properties, land and water areas and
other resources assigned by the State in order to carry
out the business duties and to preserve and develop
these resources.
• To benefit from the regimes
of allowances and subsidies and other regimes as provided
for by the Government.
Article 42.- Relations
with the Ministry of Finance:
1.The Corporation submits to the State
management from the Ministry of Finance in the following
domains:
a) To abide by the financial, accounting
and tax regimes and to organize the accounting apparatus;
b) To submit to the regime of financial
audit and internal audit within the Corporation.
2. The Ministry of Finance is the agency
assigned by the Government to carry out a number of
functions of the owner and control the Corporation in:
a) Determining the capital, natural
resources and other resources assigned by the State
to the Corporation for management and use;
b) Inspecting the effective use, preservation
and development of the capital and other resources assigned
to it during the process of operation reflected in the
annual financial statement;
c)Ratifying the annual financial statement
of the Corporation;
d)Promulgating the Model Financial
Regulation to be applied to the Corporation, and approving
the Financial Regulations of the Corporation before
its Managing Board signs into effect.
3.The Corporation is entitled to propose
solutions, mechanisms and policies regarding financial
and credit domains and other matters related to the
Corporation; to propose the Ministry of Finance and
the other concerned agencies to ratify its transfer
of properties of high value, its investment cooperation
with foreign countries and other economic sectors, its
above -norm credit relations, its discharge of financial
obligations, its distribution of after-tax profits,
its liquidation of properties of the Corporation, and
its supplementing of the State budgetary capital to
the Corporation.
Article 43 .- Relations
with the Maritime Department and the Ministry of Communications
and Transport:
1. With its function of State management
of the maritime industry, the Maritime Department and
the Ministry of Communications and Transport shall regulate
the Corporation in the following issues:
a) To issue product criteria; technological
norms, including imported detached and complete equipment;
the criteria of the service, and directly to inspect
and supervise the Corporation in its realization of
these criteria and norms;
b) To work out and issue the plan and
orientation for development of the maritime industry,
and directly to control the Corporation in its realization
of these regulations;
c) To issue criteria for the titles
of cadres, employees, officers, sailors and control
the Corporation in its implementation of these criteria;
d) To approve the plan for business
coordination and exploitation and development of market
between the Corporation and the other enterprises in
the maritime industry;
e) To perform other function in State
management in accordance with the Maritime Law of Vietnam;
f) The Corporation is responsible for
implementing the above -said provisions and allowed
to take part in negotiating maritime agreement of the
Government and to recommend policies and regimes to
develop the Vietnamese maritime industry.
2. With regard to its task assigned
by the State to carry out a number of functions of the
owner, the Maritime Department and the Ministry of Communications
and Transport shall direct the work of the Corporation
in these domains:
a) At the proposal of the Managing
Board, to submit to the Prime Ministry the scheme for
reorganization or dissolution of the Corporation;
b) To submit to the Prime Minister
to appoint, dismiss, commend and discipline the members
of the Managing Board and the General Director of the
Corporation;
c) To appoint, dismiss, commend and
discipline the Deputy General Directors and the Chief
Accountant of the Corporation upon proposals of the
Managing Board; to nominate the representative of the
Ministry to join in the Control Commission of the Corporation;
d) To direct the Corporation to take
part in price stabilization and in ensuring balances
of a number of essential commodities as prescribed by
the State; to satisfy the needs of the domestic market
in maritime transport;
e) To take part in the allocation of
capital and other resources to the Corporation; the
Corporation has the responsibility to make reports as
required by the State and other reports at the request
of the Maritime Department and the Ministry of Communications
and Transport;
f) The Corporation shall also submit
to the control, inspection and supervision by the Maritime
Department and the Ministry of Communications and Transport
within the scope of the other functions of these agencies
as provided for by law.
Article 44.- The other
Ministries, the Agencies at ministerial level and the
Agencies attached to the Government, in their capacity
as State management agencies, shall exert their influence
on the work of the Corporation in the following areas:
• To carry out the technical
-economic norms, product criteria, unit price and prices
of product and service in conformity with the provisions
of the State and international market.
• To carry out the regulations
on environmental protection and national defense and
security.
• To take part in the evaluation
of the investment projects according to the strategy
and plan for development of the maritime industry, and
according to the planning of economic areas.
• To carry out the regulations
on external relations and import and export, including
the export of specialized maritime labor.
• To ensure the realization
of the rights, interests and obligations with regard
to the employees of the Corporation as prescribed by
law.
• The Corporation shall
submit to the control and supervision of these agencies
in the areas according to the functions assigned by
law to these agencies.
Article 45.- With
regard to the local administrations in their capacity
as State management agencies along territorial line,
the Corporation shall submit to their State management
and observe the administrative regulations and its obligations
toward the People's Councils and People's Committees
at various levels in accordance with the provisions
of law.
CHAPTER X : REORGANIZATION,
DISSOLUTION AND BANKRUPTCY
Article 46.- The reorganization
of the Corporation shall be proposed by the Managing
Board and submitted by the Ministry of Communications
and Transport to the Prime Ministry of Communications
and Transport to the Prime Minister for consideration
and decision.
Article 47.- The Corporation
shall be dissolved when the Prime Minister decides that
there is no longer the need to maintain it. For its
dissolution, the Prime Minister shall set up a Dissolution
Council. The remaining property of the dissolved Corporation
after clearing all the debts due under provisions of
law shall revert to State ownership.
Article 48.- The reorganization,
splitting, merger, dissolution and the establishment
of new member units of the Corporation shall be proposed
by the Managing Board to the Prime Minister for consideration
and decision.
Article 49.- When
the Corporation and its member units lose their capability
of clearing due debts, they shall be dealt with according
to the Law on Bankruptcy.
CHAPTER XI : IMPLEMENTATION
PROVISIONS
Article 50.- This
Statute applies to the Vietnam National Shipping Lines.
All individuals and member units of the Vietnam National
Shipping Lines are responsible for its implementation.
This Statute takes effect as from the
date of signing of the Promulgation Decree.
Article 51.-
• Basing themselves on the
Law on State Enterprises and the Statute of the Corporation,
the member units of the Corporation shall draft their
own Statutes or Regulations on their organization and
operation for the General Director to submit to the
Managing Board for approval. The Statutes and Regulations
of the member units shall not contradict this Statute.
• If the need arises to
supplement or amend the Statute of the Corporation,
the Managing Board shall propose to the Prime Minister
for decision. If the member units need to amend or supplement
their own Statutes or Regulations on organization and
operation, the General Director shall propose to the
Managing Board of the Corporation for decision.
Article 52.- In case
the documents of the Government, the Ministries, the
Agencies at ministerial level, the Agencies attached
to the Government, the People's Committees of the provinces
and cities directly under the Central Government and
the Decisions on the establishment of the member enterprises
contain provisions which are stipulated other than the
Statute of the Corporation, the Statute of the Corporation
shall prevail if the Government so permits.
On behalf of the Government
Prime Minister
VO VAN KIET
APPENDIX
(to the Statute on the Organization and Operation
of the Vietnam National Shipping Lines)
• LIST OF THE MEMBER
UNITS OF THE Vietnam NATIONAL SHIPPING LINES
(at the time of the establishment of
the Corporation )
MEMBER UNITS WITH INDEPENDENT ACCOUNTING:
• The Vietnam Ocean Shipping
Company (VOSCO)
• The Vietnam Maritime Transport
and Chartering Company (VITRANSCHART)
• The Maritime Transport
Company III (VINASHIP)
• The Vietnam Oil and Gas
Transport Company (FALCON)
• The Maritime Petroleum
Transport and Supply Company (MAPETRANSCO)
• The Vietnam Sea and River
Transport Company (VISERITRANS)
• The Haiphong Port
• The Saigon Port
• The Vietnam Ocean Shipping
Agency (VOSA)
• The Northern Container
Shipping Company (VICONSHIIP HAIPHONG)
• The Southern Container
Shipping Company (VICONSHIP SAIGON)
• The Vietnam Maritime Development
Company (VIMADECO)
• The Maritime Information
and Technology Company
• The Hanoi Center for Maritime
Trade I
• The Nha Trang Center for
Maritime Trade II
• The Maritime Chandlery
and Service Company I
• The Maritime Trade and
Service Company
• The Southern Chandlery
and Service Company
• The Southern Company for
Import-Export and Supply of Technical Materials
• The Company for Import
and Export of Marine Materials (MARINE SUPPLY)
• The Haiphong Company for
International labor Cooperation ( INLACO HAIPHONG)
• The Southern Company for
International Labor Cooperation (INLACO SAIGON)
• The Maritime Financial
Company
• The Maritime Insurance
Company
B.THE ENTERPRISES WITH CAPITAL
CONTRIBUTED BY THE CORPORATION
I.THE ENTERPRISES IN JOINT VENTURE
WITH FOREIGN COUNTRIES
1. GEMARTRANS (Asia) Ltd.,
2. VINABRIDGE Ltd.,
3. VIJACO HPG
4. The Hanoi Joint Venture Maritime
Commercial Center(HMCC)
5. The Vinamar Joint Venture Maritime
Transport Company (VINAMAR)
6. CHANCEFIT SHIP MANAGEMENT PTE Ltd.,
7. The Joint Venture Company for Far
Sea Transport (SALFES)
8. WOSA Hong Kong Ltd.
9. PHILI-ORIENT LINES Vietnam Ltd.
II.DOMESTIC ENTERPRISES WITH CAPITAL
CONTRIBUTED BY THE CORPORATION
• The Maritime Stock Trade
Bank (MSB)
• GEMADEPT
• The Vung Tau Engineering
and Service Company for Ocean Ships (VUNG TAU MARINE
) |
