Is a state-owned enterprise with only one Controller required to have a Head of the Supervisory Board?

Is a state-owned enterprise required to have a Head of the Supervisory Board or not?

Is a state-owned enterprise with only one Controller required to have a Head of the Supervisory Board, according to the provisions of Clause 1 of Article 103 Law on Enterprises 2020 as follows:

Supervisory Board, Controllers

1. Based on the size of the company, the owner’s representative agency decides to establish a Supervisory Board with from 01 to 05 Controllers, including the Head of the Supervisory Board. The term of office of a Controller shall not exceed 05 years and may be reappointed but shall not exceed 02 consecutive terms at that company. In case the Supervisory Board has only 01 Controller, that Controller is also the Head of the Supervisory Board and must meet the standards of the Head of the Supervisory Board.

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According to the above regulations, if a state-owned enterprise has only one Controller, that Controller is also the Head of the Control Board and must meet the standards of the Head of the Control Board.

A controller of a state-owned enterprise who violates responsibility and causes damage to the enterprise must be personally liable?

The responsibilities of the Controller in a state-owned enterprise are stipulated in Article 107 of the 2020 Enterprise Law as follows:

Responsibilities of the Controller

1. Comply with the law, the Company Charter, decisions of the owner’s representative agency and professional ethics in exercising the rights and obligations of the Controller.

2. Perform assigned rights and obligations honestly, carefully, and best to protect the interests of the State, the company and the legitimate interests of all parties at the company.

3. Loyal to the interests of the State and the company; Do not abuse your position or position and use information, know-how, business opportunities, or other company assets for personal gain or to serve the interests of other organizations or individuals.

4. In case of violating the responsibilities specified in this Article and causing damage to the company, the Controller must be personally or jointly responsible for compensating for that damage; Depending on the nature and extent of the violation and damage, they may also be disciplined, administratively sanctioned or prosecuted for criminal liability according to the provisions of law; Return to the company all income and benefits derived from violating the responsibilities specified in this Article.

5. Report promptly to the owner’s representative agency, and at the same time request the Controller to stop the violation and remedy the consequences in case it is discovered that the Controller violates assigned rights, obligations and responsibilities.

6. Report promptly to the agency representing the company owner, other Controllers and relevant individuals, and request that individual to stop the violation and remedy the consequences in the following cases:

a) Detect that a member of the Board of Members, the President of the company, the Director or General Director and other managers violate the regulations on their rights, obligations and responsibilities or are at risk of violating the regulations that;

b) Detecting acts that violate the law, contravene the company’s Charter or the company’s internal governance regulations.

7. Other responsibilities according to the provisions of this Law and the Company’s Charter.

Accordingly, a controller of a state-owned enterprise who violates responsibility for causing damage must be personally or jointly responsible for compensating that damage to the enterprise.

Failure to perform assigned tasks, the Controller of a state-owned enterprise will be dismissed?

In case the Controller of a state-owned enterprise is dismissed as prescribed in Clause 2, Article 108 of the 2020 Enterprise Law, as follows:

Removal and dismissal of the Head of the Supervisory Board and Control member

1. The Head of the Supervisory Board and Controllers are dismissed in the following cases:

a) No longer meet the standards and conditions as prescribed in Article 103 of this Law;

b) There is a resignation letter and is approved by the owner’s representative agency;

c) Being transferred or assigned by the owner’s representative agency or another competent agency performing other tasks;

d) Other cases as prescribed in the company’s Charter.

2. Head of the Supervisory Board and Controller are dismissed in the following cases:

a) Failure to perform assigned obligations, tasks, or work for 03 consecutive months, except in cases of force majeure;

b) Failure to complete assigned obligations, tasks, and work within 01 year;

c) Repeated violations, serious violations of the rights, obligations and responsibilities of the Head of the Supervisory Board and Controllers prescribed in this Law and the Company’s Charter;

d) Other cases as prescribed in the company’s Charter.

Thus, Controllers of state-owned enterprises who do not perform their assigned tasks for 3 consecutive months (except in cases of force majeure) may be dismissed according to regulations.