Does the Vietnam Debt Trading Company have a Board of Members? If so, how are the powers and responsibilities of the Board of Members regulated?

According to the provisions of Clause 1, Article 4 of Decree 129/2020/ND-CP, the organizational model of the Vietnam Debt Trading Company is specified as follows:

“Organizational model, DATC’s managers and legal representatives comply with the provisions of DATC’s Charter of Organization and Operation”

Pursuant to the provisions in Clause 1, Article 16 of the Charter of organization and operation of the Vietnam Debt Trading Single-member Limited Liability Company issued together with Circular 142/2021/TT-BTC (hereinafter referred to as the Charter of the Vietnam Debt Trading Company), the Vietnam Debt Trading Company is organized according to the model of Board of Members, General Director, and Control Board.

Accordingly, it can be seen that the Board of Members is a mandatory component of the Vietnam Debt Trading Company.

In addition to the Board of Members, what other components are there in the Vietnam Debt Trading Company?

According to the provisions of Clause 2 and Clause 3, Article 16 of the Charter of the Vietnam Debt Trading Company, the organization and management model of the Vietnam Debt Trading Company is prescribed as follows:

– The Company’s management, control and administration apparatus includes: Board of Members, Board of Supervisors, General Director, Deputy General Directors and Chief Accountant.

– The management, control and operation of enterprises with capital contributions from the Vietnam Debt Trading Company are carried out in accordance with the provisions of Article 34, Article 35 of this Charter and relevant laws.

Accordingly, in addition to the Board of Members, the management, control and operating apparatus of the Vietnam Debt Trading Company also includes the Supervisory Board, General Director, Deputy General Directors and Chief Accountant.

How are the rights and responsibilities of the Vietnam Debt Trading Company regulated?

The rights and responsibilities of the Vietnam Debt Trading Company are specified in Article 20 of the Charter of the Vietnam Debt Trading Company, including:

(1) It is recommended that the Ministry of Finance:

a) Submit to the Government to promulgate, amend and supplement the Decree on the functions, tasks and operating mechanism of the Vietnam Debt Trading Company;

b) Submit to the Prime Minister for approval the policy of reorganization, ownership conversion, dissolution and bankruptcy of the Vietnam Debt Trading Company;

c) Submit to the Prime Minister for approval the policy of transferring state capital at the Vietnam Debt Trading Company between the Ministry of Finance and the agency assigned by the Government to exercise the rights and responsibilities of the owner’s representative or enterprise with the function of investing and trading state capital according to the provisions of law;

d) Amending and supplementing the Charter; Adjust charter capital; promulgate Financial Regulations;

d) Evaluate, plan, appoint, re-appoint, accept the resignation, dismissal, demotion, transfer, rotation, reward, discipline, resignation, retirement of the Chairman and members of the Board of Members of the Vietnam Debt Trading Company;

e) Decide on investment policies abroad, except for cases falling under the authority of the National Assembly or the authority of the Prime Minister according to the provisions of law on management and use of state capital invested in production and business at enterprises, law on investment, law on foreign exchange management and relevant laws;

g) Decide on the policy of capital contribution, increase, decrease of capital contribution, transfer of investment capital of the Vietnam Debt Trading Company investing in joint stock companies, limited liability companies with two or more members; policy of accepting joint stock companies and limited liability companies with two or more members to become subsidiaries and affiliated companies of the Vietnam Debt Trading Company;

h) Approve the plan for liquidation and sale of fixed assets with a value greater than the level assigned to the Board of Members according to the provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises and the provisions of this Charter.

(2) Decision after the Ministry of Finance approves, accepts or comments:

a) Decide and organize the implementation of strategies, production and business plans and 5-year investment and development plans, production and business plans and annual investment and development plans of the Vietnam Debt Trading Company after approval by the Ministry of Finance;b) Decide on capital mobilization plans, investment projects, construction, purchase and sale of fixed assets, investment projects outside the enterprise, debt purchase plans with a value (calculated based on debt purchase price) of over 50% of equity recorded on the quarterly financial report or annual financial report at the time closest to the time of project decision but not exceeding the capital level of group B projects according to the provisions of the Law on Public Investment after requesting and receiving approval of the policy or report from the Ministry of Finance. Report to the competent authority to approve the policy;

c) Decide to exclude or not continue to monitor on the books the debts received that are not recoverable (including debts handled before the handover time) that have been monitored off-balance sheet by the Vietnam Debt Trading Company for more than 10 years (including the time the enterprise monitored off-balance sheet before transferring to the Vietnam Debt Trading Company) after the Ministry of Finance has commented;

d) Decision to contribute capital to establish a new enterprise and accept enterprises to voluntarily participate as subsidiaries and affiliated companies of Vietnam Debt Trading Company after the Ministry of Finance approves the policy;

d) Decide to establish, reorganize and dissolve Branches, Centers, Representative Offices and independent and dependent accounting units of Vietnam Debt Trading Company after the Ministry of Finance approves the policy;

e) Decide on planning, appointment, re-appointment, transfer, rotation, acceptance of resignation, dismissal, demotion, reward, discipline, and retirement of the General Director after the Ministry of Finance has commented.

g) Appointment decision for Deputy General Director of Vietnam Debt Trading Company after the Ministry of Finance approves the policy.

(3) Decide on the following contents:

a) Decide to establish, reorganize and dissolve specialized departments of the Vietnam Debt Trading Company;

b) Decide on capital mobilization plans, investment projects, construction, purchase and sale of fixed assets, investment projects outside the enterprise, debt purchase plans with a value (calculated based on debt purchase price) not exceeding 50% of equity recorded on the quarterly financial report or annual financial report at the time closest to the time of project decision but not exceeding the capital level of group B projects according to the provisions of the Law on Public Investment.

The Board of Members can authorize the General Director to decide on capital mobilization plans, investment projects, construction, purchase and sale of fixed assets, investment projects outside the enterprise, debt purchase plans with a value (calculated based on debt purchase price) not exceeding 10% of equity recorded on the quarterly financial report or annual financial report at the time closest to the time of project decision but not exceeding the capital level of group B projects according to the provisions of the Law on Public Investment;

c) Decide to reappoint, dismiss, dismiss, accept resignation, sign contract, terminate contract, reward and discipline the Deputy General Director at the request of the General Director.

Decide to appoint, reappoint, dismiss, dismiss, accept resignation, sign contracts, terminate contracts, reward and discipline the Chief Accountant at the request of the General Director;

d) Approve the personnel plan for the General Director to decide on the appointment, reappointment, dismissal, dismissal, signing of contracts, termination of contracts, rewards and discipline for Branch Directors, Center Directors, Head of Representative Offices, Chief of Offices, Heads of Departments and other equivalent positions at Vietnam Debt Trading Company;

d) Appoint and assign tasks to representatives of the capital portion of the Vietnam Debt Trading Company at joint stock companies and limited liability companies with two or more members at the request of the General Director; give written opinions or authorize the General Director to give written opinions so that the capital representative of the Vietnam Debt Trading Company can participate in voting on the contents according to the provisions of law and the Charter of the enterprise with capital contribution;

e) Promulgate risk control regulations for debt and asset trading activities and internal regulations of the Vietnam Debt Trading Company;

g) Decide on salaries, remunerations, bonuses, and other benefits for positions appointed by the Board of Members according to the provisions of law;h) Decide on market, marketing and technology development solutions of the Vietnam Debt Trading Company;

i) Approve the operating regulations of Branches, Centers and dependent accounting units of Vietnam Debt Trading Company;

k) Decide on the organizational structure, labor and annual salary plans, and staffing of the management apparatus of the Vietnam Debt Trading Company in accordance with the provisions of law;

l) Sign contracts to rent, lease, mortgage, pledge assets with a value greater than the level assigned to the Board of Members according to the provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises and the provisions of this Charter after the Ministry of Finance decides;

m) Organize internal audit activities and decide to establish the company’s internal audit unit according to the provisions of law.

(4) Inspect and supervise the representative of the capital contribution of the Vietnam Debt Trading Company in joint stock companies and limited liability companies in performing assigned functions and tasks.

(5) Responsible for managing and operating the Vietnam Debt Trading Company in compliance with the law and decisions of the owner’s representative agency; manage, use, preserve and develop capital effectively; Timely report to the owner’s representative agency about the enterprise operating at a loss, not ensuring solvency, not completing the goals and tasks assigned by the owner’s representative agency or other cases of violations.

(6) Be responsible before the law for violations that cause loss of capital and assets of the Vietnam Debt Trading Company.

(7) Delegate authority to the General Director to decide on relevant issues within his/her authority according to the provisions of law. The decentralization must be specifically stipulated in writing.

(8) Proactively decide and take responsibility for the contents falling under the rights and obligations of the Board of Members according to the provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises, the Law on Enterprises, relevant legal provisions and this Charter.

Thus, the Board of Members is an indispensable component in the organizational model of the Vietnam Debt Trading Company. Accordingly, the powers and responsibilities of the Board of Members are specifically stipulated in Article 20 of the Charter of the Vietnam Debt Trading Company.