How are the rights and obligations of controllers in state-owned enterprises regulated? What is their working regime like? This article shares in detail the legal regulations surrounding the topic of controllers in state-owned enterprises according to current legal regulations.

CSPL: Articles 103, 104, 105, 106, 107 Law on Enterprises 2020

1. Control Board, Controllers in state-owned enterprises

– Based on the size of the company, the owner’s representative agency decides to establish a Control Board with from 01 to 05 Controllers, including the Head of the Control 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.

– An individual can simultaneously be appointed as Head of the Supervisory Board, Controller of no more than 04 state-owned enterprises.

– Head of the Supervisory Board, Controller must have the following standards and conditions here:

+ Have a university diploma or higher in one of the majors in economics, finance, accounting, auditing, law, business administration or a major suitable to the business activities of the enterprise and have at least 03 years of working experience; The Head of the Supervisory Board must have at least 05 years of working experience;

+ Must not be a company manager or manager at another enterprise; Must not be a Controller of an enterprise that is not a state-owned enterprise; Not an employee of the company;

+ Not a person related to the family of the head or deputy of the head of the company’s owner representative agency; member of the company’s Board of Members; Company President; Director or General Director; Deputy Director or Deputy General Director, Chief Accountant; Other controllers of the company;

+ Other standards and conditions specified in the company’s Charter.

2. Obligations of the Supervisory Board

– The Supervisory Board has the following obligations:

+ Supervise the implementation of development strategies and business plans;

+ Monitor and evaluate the current state of business operations and financial status of the company;

+ Monitor and evaluate the implementation of the rights and obligations of the Board of Supervisors members of the Board of Members and Council of Members, Company President, Director or General Director of the company;

+ Monitor and evaluate the effectiveness and level of compliance with internal audit regulations, risk management and prevention regulations, reporting regulations, and other internal governance regulations of the company;

+ Monitor the legality, systematicity and honesty in accounting and bookkeeping work accounting, in the content of financial reports, appendices and related documents;

+ Supervising the company’s contracts and transactions with related parties;

+ Supervising the implementation of large investment projects; contracts, buying and selling transactions; contracts and other large-scale business transactions; contracts, unusual business transactions of the company;

+ Prepare and send assessment reports and recommendations on the contents specified in Points a, b, c, d, dd, e and g of this Clause to the owner’s representative agency and the Board of Members;

+ Perform other obligations at the request of the owner’s representative agency, specified in the Company’s Charter company.

– Salaries, remunerations, bonuses and other benefits of Controllers are decided and paid by the owner’s representative agency.

3. Rights of the Board of Supervisors

– Participate in meetings of the Board of Members, consultations, formal and informal exchanges of the owner’s representative agency with the Board of Members; Question the Board of Members, members of the Board of Members, the President of the company and the Director or General Director about plans, projects, investment and development programs and other decisions in the management and operation of the company.

– Review accounting books, reports, contracts, transactions and other documents of the company; Inspect the management and administration work of the Board of Members, members of the Board of Members, Company President, Director or General Director when deemed necessary or at the request of the owner’s representative agency.

– Request the Board of Members, members of the Board of Members, President of the company, Director, Deputy Director or General Director, Deputy General Director, Chief Accountant and other managers to report and provide information within the scope of management and investment and business activities of the company.

– Request the company manager to report on the financial status and business results of the subsidiary when deemed necessary to perform tasks according to the provisions of law and the company’s Charter.

– Recommend that the owner’s representative agency establish a unit to perform audit tasks to advise and directly support the Supervisory Board in implementing assigned rights and obligations.

– Other rights specified in the company’s Charter.

4. Working regime of the Supervisory Board

– The Head of the Supervisory Board develops monthly, quarterly and annual work plans of the Supervisory Board; assign specific tasks and jobs to each Controller.

– Controllers proactively and independently perform assigned tasks and jobs; Propose and recommend performing other tasks and control work outside the plan and outside the assigned scope when deemed necessary.

– The Control Board meets at least once a month to review, evaluate, and approve a report on control results in the month to submit to the owner’s representative agency; discuss and approve the next action plan of the Supervisory Board.

– The decision of the Supervisory Board is approved when a majority of members attending the meeting approve. Opinions different from the content of the approved decision must be recorded fully and accurately and reported to the owner’s representative agency.

5. Responsibilities of the Controller

– 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.

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

– 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.

– 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.

– 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 the Controller is discovered to have violated the assigned rights, obligations and responsibilities.

– Report promptly to the public owner’s representative agency. Company, other Controllers and related individuals, and request that individual to stop the violation and remedy the consequences in the following cases:

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

+ Detect violations of violating the law, contrary to the provisions of the company’s charter or the company’s internal governance regulations.

– Other responsibilities according to the provisions of this Law and the company’s charter.