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

-Pursuant to the Law on Organization of the Government of September 30,1992;
-Proceeding from the Law on State Enterprise of April 20, 1995;
-Considering the proposal of the Managing Board of the Vietnam National Shipping Lines,

DECREES :

Article 1.- To ratify the Statute on the Organization and Operation of the Vietnam National Shipping Lines issued together with Decree.

Article 2.- The Ministry of Finance, the Minister of the Communications and Transport, the Governor of the State Bank and the concerned Ministers, Heads of the ministerial-level agencies and Heads of the Agencies attached to the Government, shall guide the implementation of this Decree.

Article 3.- This Decree takes effect from the date of its signing.

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 National Shipping Lines, are responsible for the implementation of this Decree.

On behalf of the Government
The Prime Minister

VO VAN KIET

STATUTE ON THE ORGANIZATION AND OPERATION OF THE Vietnam NATIONAL SHIPPING LINES
(Issued together with Decree No.79-CP of November 22, 1995 of the Government)

Chapter I : GENERAL PROVISIONS

Article 1.- The Vietnam National Shipping Lines (hereafter referred to as the Corporation) is a State corporat ion, established by decision of the Prime Minister. Its member units include independent -accounting enterprises, dependent -accounting enterprises and non-business units which are closely associated by economic interests, finance, technology, information, training, research, marketing and by operations in the maritime industry, with a view to increasing capital accumulation and concentration, specialization and cooperation for production, and the business efficiency of the member units and the Corporation as a whole; and to carrying out the tasks of building and developing the maritime industry along the line for economic development of the State.

Article 2.- The Corporation has the tasks of undertaking businesses in maritime transport, utilizing ports, serving as agent, mediator and procurer of labor and maritime service; undertaking the import and export of specialized means, materials and equipment; forming joint ventures and cooperation with economic organizations in the maritime industry at home and abroad; and conducting other business activities in accordance with the provisions of law, and other tasks assigned by the State.

Article 3.- The Corporation has:

•  The status of a juridical person as provided for by Vietnamese law.
•  Its international transaction name as Vietnam NATIONAL SHIPPING LINES or VINALINES for short.
•  The head office of the Corporation is located in Hanoi.
•  The Statute on the organization and operation, and the management and executive apparatus.
•  The capital and properties, and the responsibility for its debts within the capital under its management;
•  The seal, bank accounts at the State treasury and banks inside and outside the country.
•  The balance of properties and the centralized funds formed according to the provisions of the Government and the guidance of the Ministry of Finance

Article 4.- The Corporation is managed by the Managing Board and run by the General Director.

Article 5.- The Corporation is subject to the State management of the Ministries, the ministerial-level Agencies, the Agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government in their capacity as State management bodies; and at the same time subject to the of management of the offices and agencies which exercise the right of the owner over a State enterprise in accordance with the law on State Enterprises and other provisions of law.

Article 6.- The organization of the Communist Party of Vietnam in the Corporation shall operate in accordance with the Constitution and the laws of the Socialist Republic of Vietnam and the provisions of the Communist Party of Vietnam.

The Trade Union and other socio-political organizations in the Corporation shall operate according to the Constitution and laws.

Chapter II : RIGHTS AND DUTIES OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

Article 7.-

1. The Corporation has the right to manage, use and develop its capital and properties, the land and water and the other resources entrusted to it according to law in order to achieve the targets and fulfill the tasks assigned by the State.

2. The Corporation has the right to re-assign to its member units for management and use of the capital, properties, the land and water and the other resources which it has received from the State; and, in case of necessity, to adjust the resources if has assigned to its member units in line with the overall business and development plan of the entire Corporation.

3. The Corporation is entitled to invest, enter into joint venture or cooperation, contribute stocks, and buy part or the whole of the property of other enterprises in accordance with law.

4. The Corporation is entitled to replace, assign, purchase, rent, mortgage and pawn property under its management, except for the important equipment and workshops which, by prescription of the Government, must have the permission of competent State agencies, and on the principle of preserving and developing the capital; as regards the land, water, and other natural resources under the management and use of the Corporation, relevant laws shall apply.

Article 8 .- The State shall give to the Corporation the following priorities of operation according to its transport capacity:

•  The "Transport Right" of the Vietnamese side as provided for in treaties or agreements that the Socialist Republic of Vietnam signs with other countries.
•  The "Transport Right" of import and export goods between Vietnam and countries which have not signed the Maritime Treaty or which have signed it but do not share the "Transport Right",
•  The "Transport Right" of export goods in large quantities such as crude oil, coal, cement and goods in containers.

Article 9 .- The Corporation has the following rights in the organization of management and business:

•  To organize the managerial apparatus and organize business in conformity with the objectives and tasks assigned by the State.
•  To renew technology and equipment.
•  To set up branches and representative offices of the Corporation in the country and abroad as prescribed by law.
•  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; to conduct additional businesses if allowed by competent State agencies.
•  To select and uniformly assign markets among the member units; to conduct import and export and lease means and equipment for maritime transport and loading and unloading, according to prescriptions of the State.
•  To decide on price brackets and prices for purchases and sales of the main products and services, to set the uniform minimum prices for export and maximum prices for import, except for products and services whose prices are set by the State.
•  To work out and apply the norms of labor, essential materials, unit price of wage per unit of product within the framework of the norms and unit prices set by the State and in conformity with the international maritime market.
•  To assign responsibilities in the recruitment, hiring, assignment and employment, exporting and training of labor, to 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 employees on the basis of the unit price of wage per unit price of product, the service cost and operation effectiveness of the Corporation.
•  To invite and receive foreign business partners to work with the Corporation in Vietnam; and send representative, officials and employees of the Corporation abroad to work, study and survey; in case the Chairman of the Managing Board and the General Director to travel abroad, they must get the permission of the Prime Minister. The sending abroad of other members of the Managing Board shall be decided by the Chairman of the Managing Board. The sending abroad of the Deputy General Directors, the Directors of the member units, and other functionaries of the Corporation shall be decided by the General Director.

Article 10 .- The Corporation has the following powers in financial management:

•  To use the capital and the various funds of the Corporation to meet in time the business requirements on the principle of preservation and effectiveness. If the need arises for use of the capital or fund not in line with their designated purposes, the principle of reimbursement shall apply.
•  To mobilize capital on its own for business activities which shall not lead to a change of 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 Vietnamese banks in order to borrow capital for business operation in accordance with the provisions of law. To be considered by the State in the guarantee of loans to be provided by banks and financial organizations at home and abroad.
•  To set up, manage and use the centralized funds and the capital depreciation fund; the levels and rates of contribution to these funds, and the management and use of them are provided in the Financial Regulations of the Corporation.
•  The Corporation may use the remaining profits after fulfilling all obligations to the State and set up funds in accordance with existing regulations to distribute dividends to the shareholders according to their shares (if any) and to the employees according to their contributions to the business results in the year.
•  The Corporation is entitled to the regime of allowances, prices subsidies or other preferential regimes of the State when performing the tasks of catering products and services to national defense and security, prevention and fight against natural calamities, or in service of public interests, or in accordance with the prices set by the State which cannot make up for the costs which the Corporation has spent on the products or services.
•  The Corporation is entitled to the investment or reinvestment preferential regime as prescribed by the State.
•  The Corporation is entitled to other preferential regimes which are decided by the Prime Minister on the basis of the proposal of the Corporation with a view to developing the national ocean-going fleet.

Article 11.- The Corporation has the right to refuse and denounce all requests for resource supply, which are not stipulated by law, by any individual or organization, except for its voluntary contributions to humanitarian purposes and public interest.

Section II. OBLIGATIONS OF THE CORPORATION

Article 12.-

•  The Corporation has the duty to receive and efficiently use, preserve and develop its allocated capital (including the capital it invests in other enterprises); receive and efficiently use the natural resources, land, water and other allocated resources in order to realize the business targets and the tasks assigned by the State.
•  The Corporation has the obligations:
•  To collect or pay the debts recorded in the balance of property of the Corporation at the time of its establishment;
•  To pay the international credits used by the Corporation under decision of the Government;
•  To pay the credits directly borrowed by the corporation, or borrowed under trust contract by its member units with guaranty from the Corporation, if these units with guaranty from the Corporation, if these units are unable to pay.

Article13.- The Corporation has the following obligations in managing its business operations:

•  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.
•  To work out the development strategy, the five-year and annual plans and recommend regimes and policies for the Corporation in conformity with the State-assigned tasks and market demands.
•  To sign and organize the implementation of economic contracts with its partners.
•  To meet the market need for maritime transport; to take part in stabilizing prices of products and essential services in accordance with the State plan; to observe fully the policies and regimes on pricing and the prices, charges and fees set by the State.
•  To renew and modernize the technology and mode of management; and to use the income generated by the assignment of property to re-invest, renew the equipment and develop means and technological facilities of the Corporation and its member enterprises..
•  To discharge its obligations toward the laborers in accordance with the provisions of the Labor Code and to ensure their participation in the management of the Corporation.
•  To carry out the regulations of the State with regard to the protection of natural resources, the environment, and national defense and security.
•  To abide by the regime of statistical and accountancy 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.
•  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. The Corporation has the right to refuse the inspection or control which does not comply with the provision of law.

Article 14.-

•  The Corporation has the duty to carry out correctly the regime and other regulations on the management of capital, property, the various funds, book-keeping, cost accounting, audit regime and the other regimes prescribed by the State; and to take responsibility for the accuracy of its financial operations.
•  The Corporation shall annually make public its financial statement and other information so as to help in the correct and objective evaluation of the operation of the Corporation as prescribed by the Government.
•  The Corporation shall have to fulfill its obligation of paying taxes and other remittances to the State budget as provided for by law. In case the property mobilized by the Corporation among its member units is recorded in the form of increase or decrease of capital, the Corporation shall be exempted from registration tax, the semi-finished products transferred internally among the member units in order to continue finishing, or the services mutually conducted by member units in service of business shall be exempted from turnover tax; the means and specialized technological equipment which are not available in the country and which the Corporation has to lease from foreign countries to provide business shall be exempted from the taxes on leased means and equipment, including the taxes on wet and dry chartering and import taxes.

Chapter III : THE MANAGING BOARD AND THE CONTROL COMMISION

Article 15.-

•  The Managing Board performs the function of managing the operations of the Corporation, and takes responsibility for the development of the Corporation in accordance with the tasks assigned by the State.
•  The Prime Minister shall decide the appointment, dismissal, commendation and discipline of the members of the Managing Board upon the proposal of the Minister of Communications and Transport. Before proposing to the Prime Minister for the appointment and dismissal of a member of the Managing Board, the Minister of Communications and Transport shall acquire the consent of the Minister - Chairman of the Government Commission on Organization and Personnel.
•  The criteria of the members of the Managing Board are stipulated in Article 32 of the Law on State Enterprises.
•  The Managing Board comprises members, including the Chairman, a member who is also the General Director, a member who is also the President of the Control Commission and who works on a full-time basis; a Vice Chairman and three other members who are experts at business administration, maritime transport of finance and law, and who may work as full-time or part-time members and on assignment of the Managing Board.
•  The members of the Managing Board, except the Chairman, may be assigned by the Managing Board to manage and directly conduct plans, schemes or concentrated operations of the Corporation.
•  The Chairman of the Managing Board shall not be concurrently General Director of the Corporation.
•  The term of office of the members of the Managing Board is five years. A member of the Managing Board may be re-appointed. He/she may be dismissed and replaced in one of the following cases:
•  Breaking law or violating the Statute of the Corporation;
•  He/she proved to be incapable of carrying out the assigned tasks, and is requested to be replaced by at least two thirds of the incumbent members of the Managing Board.
•  He/she is appointed to assume another task.
•  He/she is appointed to assume another task.
•  The Managing Board has the following powers and tasks:
•  To receive capital (including debts,) land and water areas, and other resources assigned to the Corporation by the State.
•  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.
•  To control and supervise all activities of the Corporation; the utilization, preservation and development of the capital and other assigned resources; the implementation of the resolutions and decisions of the Managing Board and the provisions of law; and the discharge of the obligations to the State;
•  To adopt the proposals of the General Director to be submitted to the Prime Minister for approval concerning the strategy, planning and plans for long-term development, the five-year plans of the Corporation; decide the annual targets and plan, and the plan for coordination of business and market preservation, of the Corporation, for the General Director to assign them to the member units;
•  To organize the evaluation and submit to the authorized agency for approval of the plans for investment, new investment projects and projects of investment in cooperation with foreign parties with the capital managed of mobilized by the Corporation;
•  To submit to the Prime Minister for approval, and if accredited by the Prime Minister, decide the joint venture projects with foreign countries in accordance with the prescriptions of the Government; to decide joint venture projects with domestic partners and the economic contracts of large value. To submit to the Prime Minister for decision on investment projects of Group A; to decide the investment projects of Group C; if empowered, to decide a number of investment projects of Group B; to empowered the General Director or the Director of a member unit to approve small investment projects.

To ratify the scheme for organizing the management and business operation of the Corporation submitted by the General Director. To propose the establishment, splitting, merger, dissolution and affiliation of member units in accordance with the provision of law.

•  To approve the pricing scheme proposed by the General Director before submitting it to the competent authority for consideration. To issue and supervise the implementation of the technical standards, main eco-technical norms and criteria, including the unit price of wage, unit prices and norms in transport, loading /unloading, specialized construction product standards, trade marks, and prices of the main products and services within the Corporation at the proposal of the General Director on the basis of the common regulation of the branch and the country and in line with international convention.

•  To work out and submit to the Prime Minister for approval the Statute on the Organization and Operation of the Corporation and the amendments and supplements to the Statute. To approve the Statutes and the Regulations on the Organization and Operation of the member units, and the amendments and supplements to these Statutes and Regulations, at the proposal of the General Director.

To decide the opening of branches and representative offices of the Corporation in the country and abroad in accordance with the provisions of law.

•  To elaborate the Financial Regulations of the Corporation on the basis of the Model Financial Regulations issued by the Ministry of Finance, and submit it to the Ministry of Finance, and submit it to the Ministry of Finance for approval before signing it into effect.

•  To propose the Ministry of Communications and Transport to submit to the Prime Ministry to appoint, dismiss, commend or discipline the General Director.

To approve the proposal of the General Director for submission to the Minister of Communications and Transport for appointment, dismissal, commend or discipline of the Deputy General Director and the Chief Accountant of the Corporation.
To take decision on appointment, dismissal, commend or discipline of the member units of the Corporation at the proposal of the General Director.To decide the overall payroll of the management and executive apparatuses of the Corporation at the proposal of the General Director.

•  To adopt the plans proposed by the General Director concerning the establishment and utilization of the centralized funds corresponding with the business and financial plans of the Corporation.

•  To examine the plans for capital mobilization ( in all forms), and guarantee the borrowings, and plans for investment and liquidation of property of the member units, to make decisions or to submit them to the competent authorities for decision in accordance with the Financial Regulations of the Corporation and the guidance of the Ministry of Finance. To decide the schemes for utilizing the after-tax profits of the Corporation and its members units upon proposal by the General Director.

•  To approve the quarterly, bi-annual and annual operational reports of the Corporation, and the annual financial statement (which include the balance of property) of the Corporation as submitted by the General Director, to approve the annual financial statements of the member units and to request the General Director to publicize the annual financial statement as prescribed by the Ministry of Finance;

•  To issue the regulation on the protection of business secrecy, internal economic information and State secrets as prescribed by law, as prescribed by law, as presented by the General Director, for uniform application throughout the Corporation.

•  The work regime of the Managing Board:

•  The Chairman of the Managing Board has the responsibility to organize the implementation of the tasks and powers of the Managing Board as stipulated in Item 8 of this Article.

•  The Managing Board shall operate under the system of collective work, through Resolutions and Decisions adopted at its meetings; the Chairman and other members of the Managing Board shall not represent the Corporation and its member units in business transactions and shall not intervene in the daily business affairs of the Corporation and its member units;

•  The Managing Board shall meet regularly every quarter to consider and decide questions under its jurisdiction and responsibility as provided in this Statute. At the end of a fiscal year, it shall meet to review the results of business, approve the report of the Control Commission, the annual financial statement and the business plan for the next year of the Corporation. It may convene extraordinary meetings to resolve unexpected and/or urgent questions of the Managing Board, or of the General Director, or the President of the Control Commission, or more than 50% of the members of the Managing Board;

•  The Chairman of the Managing Board shall convene and preside over all meetings of the Board; in case of his/her absence for plausible reason, the Chairman shall empower the Vice-Chairman or another member of the Managing Board to chair the meeting on his/her behalf;

•  The meetings of the Managing Board shall be valid only when at least two thirds of the members are present. The documents to be discussed at the meetings must be sent to all the members of the Board and the invited persons at least five days in advance. The contents and conclusions of the meetings of the Managing Board must be recorded in written minutes to which all the members present at the meetings must affix their signatures. Any Resolution or Decision of the Managing Board shall be approved by a vote to which all members have equal right; any member who is absent for a plausible reason is allowed to cast his/her vote in writing which shall bear his/her signature and be sent to the secretary of the meeting at two days at the latest from the close of the meeting. A Resolution or Decision of the Managing Board is valid only when it receives the approval by vote of more than 50% of the members of the Board. A member of the Board may register his/her own reservation about a Resolution or Decision of a meeting, but still has to implement it.

•  When the Managing Board meets to examine questions related to the development strategy, the planning and the five-year and annual plans, the major investment projects, the projects of join venture with foreign parties and the annual financial statements, and to issue the systems of economic -technical norms and criteria of the Corporation, it must invite the authorized representatives of the Department of Maritime Transport, the Ministry of Communications and Transport and the concerned ministries and branches; in case the meeting deals with an important questions related to the local administration, it must invite the representatives of the provincial People's Committee; in case the issue relates to the interests and obligations of the employees in the Corporation, it must invite a representative of the Trade Union of the branch. The representatives may speak at the meetings to which they are invited, but shall not take part in the voting; when they discover that the resolutions or decisions of the Managing Board are detrimental to common interests, they must send written petitions to the Managing Board and, at the same time, report the matter to the Heads of the agencies which they represent, so that the matter may be considered and settled according to their competence. In case of necessity, the Heads of these agencies may report the matter to the Prime Minister.

•  The resolutions and decisions of the Managing Board are binding on the whole Corporation. In case the opinion of the General Director differs from the resolution or decision of the Board, he/she may express his/her own reservation and submit it to the authorized State agency for settlement; but pending such a settlement, he/she still has to abide by the resolution and decision of the Managing Board.

•  The operational expenditures of the Managing Board and the Control Commission, including the wages and allowances for the members of the Board and the Control Commission and for the specialists and assistants shall be accounted for in the managerial fees of the Corporation. The General Director shall have to assure the necessary conditions and means for the operation of the Managing Board and the Control Commission.

Article 16.- Assisting the Managing Board:

•  The Managing Board uses the operational apparatus and the seal of the Corporation to carry out its tasks.
•  The Managing Board is assisted by a number of specialists who work on a full-time basis and whose number shall not exceed three persons.
•  The Managing Board shall set up the Control Commission to help it in the inspection and supervisions of the operational activities of the General Director, the assisting apparatus and the member units of the Corporation in their operational and financial activities, in the implementation of the Statute of the Corporation and the resolutions and decisions of the Managing Board, and in the observance of State law.

Article 17 .-The interests and responsibilities of the members of the Managing Board:

•  The full-time members shall receive their basic wages according to the wage scheme of State employees, and their wages according to the regime of wage distribution in a State enterprise as prescribed by the Government, and shall receive bonuses corresponding to the results of the operations of the Corporation.
The part-time members shall receive responsibility allowances and bonuses as prescribed by the Government.
•  The members of the Managing Board:
•  Under no circumstances shall they place themselves in a position that might compromise their observance of honesty and public -mindedness, or provoke contradictions between the interests of the Corporation and personal interests.
•  Under no circumstances shall they abuse their powers for personal interests, or take any direct or indirect action to affect or usurp business opportunities of the Corporation; not shall they leak secrets of information on business strategy, or sow discords or unhealthy competition among members units, damaging the interests of the Corporation.
•  Under no circumstances shall they take actions beyond the powers of the Managing Board as prescribed in this Statute.
•  The members of the Managing Board who are the Chairman of the Board and General Director of the Corporation are not allowed to use their titles to set up private enterprises, limited liability companies, or stock companies. They shall not hold managerial or executive posts in such economic units. They are also forbidden to entertain economic contract relations with private enterprises, limited liability companies or stock companies in which their spouses, parents or children hold managerial or executive posts.
•  The spouse, parents, children and siblings of the Chairman of the Managing Board and the General Director shall not hold the posts of Chief Accountant and/or Treasure at the Corporation and the member units.
•  The members of the Managing Board shall have to take collective and personal responsibility before the Prime Minister and the law for all the resolutions and decisions of the Board; in case they fail to accomplish their assigned tasks or violate the Statue of the Corporation, take wrong the decisions or abuse power to cause damage to capital, properties and natural resources of the State, loss in properties of the people and bad effect to the activities and prestige of the Corporation, and violate State law, they shall, depending on the seriousness of the damage, be subject to administrative sanction or penal liability, and make material compensations for the damages as stipulated by law.

Article 18 .- The control Commission:

•  The Control Commission shall comprise five members; it is headed by a member of the Managing Board assigned by the Board. The four other members are appointed, dismissed, commended or disciplined by the Managing Board; they include a member who is an accountancy specialist, another who is recommended by the Congress of workers and employees of the Corporation, another who is recommended by the Minister of Communications and Transport, and the fourth who is recommended by the General Director of the General Department of State Capital and Property Management at Enterprises.
•  A member of the Control Commission must not be a spouse, a parent, a child or a sibling of the General Director, the Deputy General Director or the Chief Accountant of the Corporation, and must not cumulate any other responsibility in the executive apparatus of the Corporation, or any other post in other enterprises in the maritime business outside the Corporation.

3) A member of the Control Commission must have the following qualities:

•  Being a specialist in accountancy, audit, economics and having good knowledge of law, technology, market and technological process of the maritime industry;
•  Having at least five years of experience in the above -described specialties.
•  Having no previous criminal record or conviction related to economic activities.

4) The term of office of the members of the Control Commission is five years. They may be re-appointed; and in the process of work, they may be replaced if they fail to accomplish their tasks.

5) The members of the Control Commission shall receive wages and bonuses to be decided by the Managing Board according to the State regime.

Article 19 .- Tasks , powers and responsibilities of the Control Commission:

•  To carry out the tasks assigned by the Managing Board in controlling and supervising the executive activities of the General Director, the assisting apparatus and the member units of the Corporation in their financial activities and in their implementation of law, the Statute of the Corporation, and the resolutions and decisions of the Managing Board.
•  To report to the Managing Board periodically every quarter and every year and on specific affairs, concerning the results of its control and supervisory work; to detect and report promptly to the Managing Board any irregular activities and signs of law-breaking violations within the Corporation.
•  Not to disclose the results of the control and supervision unless permitted by the Managing Board; to take responsibility before the Managing Board and law for any act of deliberate ignorance or cover-up for the law-breaking acts.

CHAPTER IV: THE GENERAL DIRECTOR AND THE ASSISTING APPARATUS

Article 20.-

•  The General Director shall be appointed, dismissed, commended and disciplined by the Prime Minister at the proposal of the Managing Board which is submitted by the Minister of Communications and Transport. The Minister of Communications and Transport shall reach a consensus with the Minister-Chairman of the Government Commission on Organization and Personnel before submitting to the Prime Minister the proposal to appoint, dismiss, commend or discipline the General Director.

•  The General Director is the representative of the juridical person of the Corporation and holds the highest executive authority in the Corporation. He/ she takes responsibility before the Managing Board, the Prime Minister and law for his/her directing the operations of the Corporation.

•  The Deputy General Directors assist the General Director in running one or a number of domains of operation of the Corporation as assigned by the General Director, and takes responsibility before the General Director and law for the tasks assigned by the General Director.

•  The Chief Accountant of the Corporation assists the General Director in directing and organizing the conduct of accountancy and statistical work of the Corporation, and has the powers and tasks prescribed by law.

•  The Office of the Corporation and the professional and specialized sections have the function of providing consultancy for and assist the Managing Board and the General Director in managing and directing the Corporation.

Article 21.- The General Directing has the following tasks and powers:

•  Together with the Chairman of the Managing Board to sign the reception of the capital (including debts), properties, land and water areas and other resources allocated by the State for management and utilization according to the objectives and tasks assigned to the Corporation by the State. To assign the resources entrusted by the State to the member units of the Corporation according to the plan already approved by the Managing Board. To recommend to the Managing Board to adjust the capital and other resources when reassigning them to the member units and adjusting them by increasing or decreasing the capital when there is a change in their tasks.

•  To make effective use of, and preserve and develop the capital under the plan for capital mobilization, submit it to the Managing Board for approval, and organize the implementation of that plan. To carry out, and direct the Financial Company of the Corporation to carry out capital mobilization and lending in service of the need for capital of the Corporation and the member units. To decide and implement the establishment, management and use of the centralized funds of the Corporation.

•  To work out the development strategy, the long-term and annual plans, the programs of action, the schemes for protection and utilization of the resources of the Corporation, the projects for new investment and intensive investment, projects for investment cooperation with foreign countries, projects for joint venture, schemes for centralized business of the Corporation, schemes for business cooperation among member units, plans for personnel training and retraining within the Corporation, the measures for realization of economic contracts of large value to submit to the Managing Board for consideration and decision, or for subsequent submission to the authorized State agencies for decision. To organize the realization of the strategy, plans, schemes projects and measures already approved.

•  To design plans for and organize the implementation of centralized investment and business and apply new technological processes upon approval of the Managing Board with a view to ensuring the development of the fleet of ocean -going ships, the system of specialized ports, the system of maritime services, the cooperation in transport and the coordinating schemes among the member units. To decide small investment projects and organize their implementation.

•  To run and take responsibility for the business activities of the Corporation; to carry out the tasks and major balances assigned by the State; to take responsibility before the Managing Board, the Prime Minister and law for the participation in stabilizing the prices of essential commodities and services as prescribed by the State.

•  To work out and submit to the Managing Board for approval and issuance, or if mandated by the Managing Board, to issue the economic -technical norms, the product criteria, the unit price of wage and form of payment, the unit prices of wage and form of payment, the unit prices and norms in transport, loading/unloading and specialized construction; the charges, fees and prices of services adopted within the Corporation in compliance with the regulations of the State and the regional maritime market. To organize the implementation and control of the implementation of these norms, criteria and unit prices within the entire Corporation.

To design for the Managing Board to submit to the competent State authorities for approval solutions for the perfection of mechanisms, policies and other regimes to be applied within the Corporation so as to ensure that the Corporation operate its business and develop along the line of economic development of the State.

•  To propose to the Managing Board to submit to the Minister of communications and Transport to appoint, dismiss, commend and discipline the Deputy General Directors and the Chief Accountant of the Corporation; to propose to the Managing Board to appoint, dismiss, commend and discipline the Directors of the member units, to appoint, dismiss, commend and discipline the Deputy Directors and Chief Accountants of the members units, and Directors of the units attached to the member units and equivalent posts at the proposal of the Directors of the member units; to appoint, dismiss, commend and discipline the Heads and Deputy Heads of the sections of the Corporation, and Directors and Deputy Directors of the branches and representative offices of the Corporation; to decide the employment, assignment, commend and discipline of the offices of the officers of captain rank of ocean-going ships in service of the projects and schemes for centralized business of the Corporation.

To work out and submit to the Managing Board for approval of the total personnel of the managing apparatus of the Corporation and its member units, including the adjustment plans in case of necessity; to establish and directly conduct the operation of the assisting apparatus; to control the implementation of the personnel quotas of the member units; to submit to the Managing Board for approval the Statutes and Regulations on organization and operation of the member units as proposed by their Directors; to approve the plans for establishing, reorganizing and dissolving the attached units of the member units submitted by the Directors of the member units.

•  To establish, manage and utilize the centralized funds in accordance with the Financial Regulations of the Corporation and decisions of the Managing Board.

•  To design and submit to the Managing Board for approval the Regulation on Labor and the Regulations of the Corporation on Wages, Commendation and Disciplines applied the Corporation.

•  To organize the running of the Corporation's operation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and the competent State authorities the results of business operation of the Corporation, including the quarterly, half-yearly and annual reports, the annual financial statement and the balance of property of the Corporation.

the general financial statement must clearly indicate the centralized accounts of the Corporation and the accounts of the independent-accounting member units, and must be approved by the Managing Board. The general financial statement must be compiled on the basis of the materials certified by a legal audit agency.

•  To carry out, and control the member units in their discharge of, the tax obligation and other payments as prescribed by law and the State. To draw up the plan for distribution of the after-tax profits of the Corporation and submit it to the Managing Board for approval in accordance with the Financial Regulations of the Corporation.

•  To provide fully all the documents requested by the Managing Board and the Control Commission. To prepare documents for the meetings of the Managing Board.

•  To be subject to the control and supervision of the Managing Board, the Control Commission and the authorized State agencies regarding the realization of his/her executive duties.

•  To have the right to apply measures exceeding his/her jurisdiction in cases of emergency (such as natural calamities, enemy sabotage, fires, accidents and special State assignments), and to take responsibility for such decisions; and at the same time, to report immediately to the Managing Board and the authorized State agencies for subsequent solution.

•  The General Director is responsible before the Managing Board, the Prime Minister and law for the business result of the Corporation and his/her own mistakes which cause damage to the capital, property and other resources, and the business prestige of the Corporation and its member units. The General Director, the Deputy General Directors and the Chief Accountant shall be disciplined or dismissed by the Heads of their appointing Offices at the proposal of the Managing Board when there are evidences of their law-breaking violations or violations of the Statute of the Corporation or when they are found incapable of assuming their office. The proposals for dismissal of the said functionaries must be approved in writing by at least two thirds of the Managing Board.

•  The salaries, bonuses and allowances of the General Director, the Deputy General Directors and the Chief Accountant of the Corporation shall be set by the State.

CHAPTER V : THE COLLECTIVE OF EMPLOYEES IN THE CORPORATION

Article 22.- The Congress of the Workers and Employees of the Corporation is the direct form for the laborers to take part in the management of the Corporation. The Congress has the following rights:

•  To take part in the elaboration of the collective labor bargain for the representative of the collective employees to negotiate and sign with the General Director.
•  To discuss and adopt the regulations for the utilization of the funds directly related to the interests of the employees in the Corporation.
•  To discuss and make suggestions to the planning and plans, the evaluation of the efficiency of business management, to propose measures for labor protection and improvement of the working conditions, and the material and spiritual living conditions, and the environmental hygiene, as well as to the training and re-training of employees in the Corporation.
•  To present candidates to the Managing Board and the Control Commission.

Article 23 .- The Congress of the Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.

CHAPTER VI :THE MEMBER UNITS OF THE CORPORATION

Article 24.-

•  The Vietnam National Shipping Lines has its member units which are independent-accounting units, dependent-accounting units at the point of the establishment of the Corporation are listed in the Appendix to this Statute.
•  The member units of the Corporation have their own seals and are allowed to open their accounts at the State Treasury and banks at home and abroad in conformity with their modes of accounting.
•  The member units which are independent-accounting units and dependent -accounting units shall have their own Statutes on Organization and Operation; the non-business units of the Corporation shall have their own Organizational and Operating Regulations. These Statutes and Regulations have to be approved by the Managing Board and conform to law and the Statute of the Corporation.

Article 25 .-With regard to the member units which are independent-accounting enterprises:

•  The independent-accounting member enterprises of the Corporation have the right to business and financial autonomy, and are bound in interest and duties to the Corporation according to the provisions of this Statute.

•  The independent-accounting member enterprises have the obligation to carry out the centralized plan of the Corporation which includes the plan for development investment, the plan for business coordination, the plan for market division, protection and development, and the contingency plans assigned to the Corporation by the State.

•  The member enterprises of the Corporation which operate in the same field or market or provide the same service shall cooperate and assist one another to correctly implement the Regulations on business management of the Corporation, and shall refrain from any act which may directly or indirectly cause economic losses or damage to the business prestige of other enterprises of the Corporation or the Corporation itself.

•  The Managing Board and the General Director of the Corporation have the following rights over the member units which are independent-accounting enterprises:

•  To empower the enterprise's Directory to manage and run its operations in conformity with its Statute as already approved by the Managing Board of the Corporation. The Director shall take responsibility before the Managing Board and the General Director of the Corporation and before law on the activities of the enterprises;

•  To appoint, dismiss, commend and discipline the Director and the Deputy Directors and the Directors of the branches and units directly under the enterprise;

•  To approve the plans, inspect the execution of the plans and the financial statements; fix the amount to be set aside for reward and welfare funds of the enterprise in accordance with the Financial Regulations of the Corporation;

•  To assign the plans for investment, business coordination and market exploitation and development to member enterprises and monitor their implementation;

•  To deduct part of the capital depreciation fund and after-tax profit according to Financial Regulations of the Corporation to set up centralized funds of the Corporation for use in reinvestment and the execution of the centralized investment projects of the Corporation;

•  To approve the schemes and plans for expanded investment and in-depth investment, renewal of technological equipment, joint venture, supplement or retrieval of part of the capital, assignment of stocks under the management of the Corporation and being held by the various member enterprises;

•  To regulate the financial sources, including foreign exchange reserves, among the member units with a view to achieving the highest results in the use of capital at the Corporation, on the basis of ensuring that the total assets of the enterprise from which part of the capital has been withdrawn shall not be lower than the total debts plus the prescribed capital of the enterprise which has been readjusted correspondingly with the tasks or size of this enterprise.

•  To ratify the pricing schemes for products, services, the forms of wage payment, the unit price of wage and the measures to ensure the livelihood and working conditions of the officials and employees of the enterprise;

•  To decide to expand or to reduce the scope of business operation of the member enterprises under the overall development strategy of the Corporation.

•  To ratify the Organization and Operating Statute of the enterprise, including the assignment of the power to the Director of the enterprises concerning the organization of the managing apparatus; recruitment, commendation, promotion and discipline of the officials and employees; the level of credits (borrowing, lending, buying and selling on delayed payment); pricing of products and services; buying and selling of fixed assets, buying and selling of stocks of the joint stock companies; buying and selling of invention and innovation patents and technology transfers; hiring foreign experts or sending officials and employees overseas for business or training; taking part in joint venture units and economic associations; and other issues related to the autonomy of a State enterprise as provided for by the Law on State Enterprises;
•  To control the operation of the enterprise and request it to report on the financial situation and the results of its business operations.

Article 26.- The member unit of the Corporation which is an independent-accounting enterprise shall take responsibility for the debts and commitments within the capital managed and used by it. Namely:

1. In the strategy and development investment:

a) The enterprise is assigned to organize the realization of the development investment projects according to the plan of the Corporation. The enterprise shall be allocated resources by the Corporation to carry out those projects.

b) The enterprise may invest on its own in development projects outside the projects directly managed by the Corporation. In this case, the enterprise shall have to mobilize funds on its own and take financial responsibility for them.

2. In business activities, the enterprise shall draw up and organize the implementation of its own plan on the basis of:

a) Ensuring the norms, targets and objectives as well as the major balances, the main technical-economic norms, unit prices and prices of the enterprise in accordance with the overall plan of the Corporation.

b) The plan for business expansion based on the optimal use of all resources in the possession of the enterprise and mobilized by itself in conformity with the regulations of the Corporation market need.

3. In financial operation and economic accounting:

a) The enterprise shall be assigned capital and other resources which are allocated by the State to the Corporation. The enterprise has the duty to preserve and develop the capital and these resources.

b) The enterprise is entitled to mobilize fund and credit from other sources in accordance with the prescriptions of law and the power delegation of the Corporation in order to carry out its business and development investment plans.

c) The enterprise is entitled to establish its own fund including the capital construction investment fund, the production expansion fund, the reward fund, the welfare fund and the financial reserve fund as prescribed by the Financial Regulations of the Corporation. The enterprise has the duty to contribute to the centralized funds of the Corporation, and is entitled to use them as defined in the Statute of the Corporation and the decisions of the Managing Board or the General Director;

d) The enterprise shall have to pay taxes and fulfill other financial obligations ( if any) to the State as prescribed by law

e) The enterprise may be empowered by the Corporation to sign and carry out contracts with customers inside and outside the country on behalf of the Corporation.

f) The enterprise shall have to strictly carry out the regime on reporting its business and financial operations as prescribed by the Corporation.

4. In organization, personnel and labor:

a) The enterprise has the right to propose to the Corporation to consider and decide, or it may be empowered by the Corporation to establish, reorganize, merge or dissolve its attached units and organize the managing apparatus of the enterprise as defined in the Statute of the Corporation and its own Statute.

b) In the framework of the payroll allowed by the Corporation, the enterprise is entitled to recruit, assign, use or fire officials and employees who work in its managerial and business apparatuses. To appoint or dismiss posts in its own managerial apparatus and its dependent units; to arrange and apply the wage regime in accordance with the delegation of power by the Corporation as stipulate in this Statute;

c) The enterprise has the responsibility to care for the development of its human resource in order to ensure the realization of its development strategy and business tasks; to care for the improvement of the working and living conditions of the employees according to the Labor Code and the Law on Trade Union.

Article 27.- The members which are dependent-accounting units:

1.They have the right to business autonomy as assigned by the Corporation, and are bound in obligation and interest to the Corporation. The Corporation takes the final responsibility for the financial obligations arisen from the commitments of these units.

2. They are entitled to sign economic contracts, take the initiative in undertaking business, financial, organizational and personnel activities as assigned or empowered by the Corporation. The powers and tasks of the dependent-accounting units are concretized in their Organizational and Operational Statutes ratified by the Managing Board.

Article 28.- The non-business units have their own Organizational and Operational Statutes ratified by the Managing Board. They shall adopt the regime of covering expenditures with revenues, are partly subsidized by the funds for training and scientific research of the Corporation or the budgets ( if any); are entitled to create their own sources of revenues from the carrying out of services, contracts on scientific research and training for units inside and outside the country; are entitled to the distribution of the reward and welfare funds according to the prescribed regime. In case this distribution is lower than the average of the Corporation, they may be compensated by the reward and welfare funds of the Corporation.

Article 29.-

1. The Financial Company is and independent-accounting member enterprise of the Corporation, operating under the law and the guidance of the Governor of the State Bank, and according to the Statute on Organization and Operation ratified by the Managing Board and under the direction of the General Director of the Corporation.

2. The Financial Company is entrusted with the task of mobilizing and lending capital to meet the needs in capital of the Corporation and the member units. The mobilization is carried out through preferential credit loans of the Government, credits of commercial banks and financial institutions inside and outside the country. It may issue bonds and stock, enterprise bonds, construction projects bonds, buy and sell valuable papers and vouchers as prescribed by law; and mobilize idle capital among the staffs of the Corporation and at other units in maritime transport industry.

3. The Financial Company also mobilizes funds for the investment projects of the Corporation, and provide other services as prescribed by the Statute of the Corporation and the Regulation of the Financial Company in the Corporation issued by the State Bank. With regard to major projects, the investors shall directly sign contracts while the Financial Company performs the service function.

4. The units shall use the capital provided by the Financial Company and ratified by the General Director of the Corporation with the accreditation of the Managing Board.

Article 30 .- The Maritime Insurance Company is an independent-accounting member enterprise of the Corporation, operating under law and the guidance of the Ministry of Finance, in accordance with the Statute of the Maritime Insurance Company ratified by the Managing Board, and under the direction of the General Director.

Article 31.-

•  The enterprises which utilize ports listed in the Appendix to this Statute of the member units at the time of the establishment of the member units operating under law and their own Statutes ratified by the Managing Board; are subject to State management by the port administrations and the competent State authorities as specified by the Maritime Law of Vietnam and other provisions of law.

•  The enterprises which utilize ports are assigned capital, properties, facilities, equipment, labor and related infrastructure by the Corporation to organize the implementation of their business tasks and utilize home ports in areas assigned by the State to the Corporation or foreign ports leased by the Corporation.

•  The port-utilizing enterprises have the following main tasks:

•  To apply the advanced process of port utilization; carry out the tasks assigned by the Corporation; well fulfill the other port-related tasks (if any) assigned by the State to the Corporation; and meet the market need in maritime transport;

•  To organize business operation, utilization of port docks, storage yards, equipment, infrastructure, labor force and other resources in order to carry out the common tasks of the Corporation and its member units in compliance with the plan for business coordination of the entire Corporation;

•  To sign lease or joint venture contracts with domestic and foreign partners to utilize port docks, storage yards, equipment, infrastructure and other resources according to the plan of the Corporation;

•  To cooperate and associate themselves closely with other enterprises in the field of port utilization in order to increase business efficiency, contribute to market stabilization and ensure the fruitful implementation of the State strategy for development of the port system.