Quyết định 360/QĐ-TTg 2022 Đề án Cơ cấu lại doanh nghiệp Nhà nước, trọng tâm là tập đoàn kinh tế, tổng công ty Nhà nước

DECISION

Approving the Scheme on “Restructuring state-owned enterprises, focusing on state-owned corporations and economic groups in the 2021-2025 period”

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PRIME MINISTER

Pursuant to the Law on Organization of the Government dated June 19, 2015, the Law on Amending and Supplementing a Number of Articles of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Resolution No. 134/2020/QH14 dated November 17, 2020 of the National Assembly on continuing to implement the National Assembly's resolutions on thematic supervision and questioning during the 14th National Assembly and a number of resolutions in 13th National Assembly;

At the request of the Minister of Finance.

HEREBY DECIDES:

Article 1. Approving the Scheme “Restructuring state-owned enterprises (SOEs), focusing on state-owned corporations and economic groups in the 2021-2025 period” with the following contents:

1. Perspectives and goals

a) To deeply implement the viewpoints, goals, tasks, solutions to arrange, innovate, develop and improve the efficiency of SOEs in accordance with the Resolutions of the Party, National Assembly, Government and directions of the Prime Minister; to uphold the unity in awareness, create high consensus throughout the political system to take drastic and specific actions in implementation.

b) To improve the operational efficiency and competitiveness of SOEs on the basis of modern technology, innovation capacity, administration in accordance with international standards, and play the leading role in the development of different enterprises from different economic sectors in order to effectively mobilize, allocate and use social resources; strictly manage, preserve and develop state capital and properties at enterprises.

c) To basically complete the rearrangement of the SOEs block, mainly focusing on key and essential fields and important areas in terms of national defense and national security; sectors in which enterprises of other economic sectors do not invest.

d) To restructure in a focused manner, focusing on weak and loss-making enterprises; to basically handle the slow progress of projects and works, inefficient investments, and prolonged losses of state-owned corporations and economic groups, SOEs. To conduct the equitization of SOEs and divestment of state capital in such enterprises ensuring the substantiveness, efficiency, feasibility, publicity, transparency and compliance with law regulations, without losing the brand and corporate identity; to fully evaluate and identify capital, land, and brand resources.

dd) To consolidate and develop a number of economic groups and state-owned corporations with large scale, good brand names, efficient production and business activities, regional and international competitiveness.

e) To improve institutions and policies in the direction of promoting decentralization of power and authority, empowering enterprises to be more proactive in association with the supervision, inspection, control of power, the reform of administrative procedures in order to ensure publicity and transparency in restructuring of SOEs, equitization and divestment of state capital in enterprises. To continue to innovate the method of monitoring and inspecting the activities of SOEs, strengthen the leadership of the Party in enterprises; promptly detect and strictly handle violations in accordance with law regulations.

2. A number of key targets by 2025

a) To basically complete the rearrangement and conversion of SOEs ownership. To ensure the revenue from enterprise restructuring into the State budget in the 2021-2025 period being at least 248,000 billion dong in accordance with the Resolution No. 23/2021/QH15 dated July 28, 2021 of the National Assembly on the national financial, borrowing and 5-year public debt repayment plan for the 2021-2025 period.

b) To basically handle the weaknesses, losses, projects and works that are behind schedule, the inefficient investments, and prolonged losses of state-owned corporations and economic groups, and SOEs.

c) To approve the Scheme restructuring in the 2021-2025 period of all state-owned corporations and economic groups (including economic groups and corporations in which more than 50% of charter capital or total shares is held by the State), SOEs. To organize drastic and effective implementation to achieve substantive outcomes, create positive and strong changes.

3. Tasks and solutions

a) Continuing restructuring SOEs

- To develop a five-year, annual plan for the forms of rearrangement and conversion of ownership in accordance with the provisions in the Decision No. 22/2021/QD-TTg dated July 2, 2021 of the Prime Minister on the criteria for classifying SOEs, state-owned enterprises carrying out ownership transformation, rearrangement, divestment in the 2021-2025 period and other relevant law regulations.

- To determine the appropriate roadmap to equitize SOEs and divest state capital in enterprises and strictly comply with regulations on trading registration and listing on the stock market, ensure publicity, transparency and efficiency, accurately assess and fully determine the enterprise’s value, including capital, land and brand resources; do not lose brand, corporate identity, do not lose capital and state properties.

- To completely address the situation of scattered investment, investment spreading outside the main business lines through divestment, ensuring that state-owned corporations and economic groups and SOEs have to focus on their main business areas; save costs, improve the quality of goods, services, reputation and brand in the market.

- To pilot the selection of a number of enterprises after equitization that are eligible and of reasonable size to register for trading and list on regional and world stock markets.

- To review, evaluate and clarify the actual situation of each enterprise or investment project with loss or inefficiency in order to have a timely solution plan, minimizing losses to the State and society. To create a mechanism for enterprises to be proactive and autonomous in project handling; the State uses resources in accordance with law regulations to support the dissolution or bankruptcy of enterprises in which 100% of their charter capital is held by the State and associated with the responsibilities and obligations of the state owner.

- To continue to well implement policies on arrangement and use of cadres; to conduct training, job switch and handling of redundant workers in accordance with law regulations.

- To increase investment and capacity building of SOEs in innovation, digital transformation, research and application of science and technology, modern production techniques, energy saving and environmental friendliness to improve productivity, efficiency and competitiveness.

b) Improving institutions and policies

- To timely review and amend the provisions of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises, the Law on Bidding, the Law on Land, etc. and other relevant legal documents to overcome problems and difficulties arising in restructuring SOEs, investment and management of state capital at enterprises to better meet practical requirements.

- To complete regulations on State placing orders and competitive selection of SOEs to participate in the performance of socio-political tasks, ensuring publicity, clearly and fully defining costs, costs, responsibilities and rights benefits of the State and enterprises on the principle of not reducing the business efficiency of SOEs.

- To complete mechanisms and policies to promote coordination and cooperation between SOEs and between SOEs and enterprises of other economic sectors; innovate corporate governance in SOEs following international principles and standards; renovate the mechanism of salary, bonus and remuneration of employees, managers, and administrators of SOEs in a reasonable, highly competitive manner, associated with labor productivity and business and production efficiency.

- To summarize, evaluate and complete mechanisms, policies and law regulations to ensure that the Committee for Management of State Capital at enterprises operates effectively and efficiently in performing its assigned tasks; and at the same time, ensure the autonomy in the operation of SOEs.

c) Improving the operational efficiency of the governance system, capacity and quality of the management staff

- To enhance corporate governance quality, adjust corporate governance approach to "good governance model" following international practices. To form a professional and highly qualified SOEs management team; to promote financial health, improve technology level, innovation capacity, modern governance in accordance with international standards.

- To promote the leading role of SOEs in the formation and expansion of production, supply and value chains, especially in industries and fields that need to be held by the State.

- To optimize resources in terms of capital, land, brand, tradition, history, etc. at the enterprise; to strictly manage capital, state properties and enterprise properties in accordance with law regulations.

- To establish an effective internal control and management system in preventing, detecting and countering law violations, conflicts of interest, hooking situations, and forming "interest groups", "backyard", abuse of position and power to manipulate the activities of SOEs, personal gain, corruption, waste, harm to the State and enterprises.

- To strictly implement the accountability of enterprise managers, state capital representatives at state-owned corporations and economic groups, SOEs, promptly respond to requests of the agency representing the owner.

- To complete the system of criteria for monitoring, evaluating effectiveness, and classifying enterprises and managers and representatives of state capital.

d) Improving the effectiveness and efficiency of state management of SOEs

- To promote decentralization, individualization of responsibilities, empowering enterprises to be more proactive, upholding the responsibility of leaders in restructuring and implementing production and business activities; to strengthen supervision, inspection of activities of SOEs, control power, promptly detect and strictly handle violations.

- To strengthen the work of directing, supervising, inspecting and examining the implementation of approved schemes and plans for equitization and divestment of state capital in enterprises. To attach the responsibilities of heads of ministries, ministerial-level agencies, Government-attached agencies, Chairpersons of People's Committees of provinces and centrally-run cities, Chairpersons of the Members' Council/Chairpersons of the company/ Chairpersons of the Board of Directors/representative of state capital at state-owned corporations and economic groups to the approval and implementation of the Scheme on restructuring enterprise, the organization and supervision of the implementation of the approved Scheme.

- Owners to fulfill their responsibilities towards SOEs; ensure the autonomy in the operation of SOEs in accordance with market principles.

- To tighten rules and disciplines in the enforcement of law regulation on disclosure and transparency of SOEs information, ensuring that all interested parties can monitor and supervise.

dd) Enhancing the leadership and monitoring role of Party organizations at SOEs

- To ensure the principle of Party leadership through the Party organization and Party members in SOEs; leadership in performing political tasks and managing cadres in SOEs, especially economic groups and state-owned corporations.

- To improve the effectiveness and comprehensive leadership role of the Party organization at SOEs in observing the Party's guidelines, policies and laws of the State, building and performing the tasks of production, business, use, in the preserving and developing of state capital.

- To define a clear distinction between governing and operating leaders of enterprises. To clearly define the responsibilities of the Party committees and heads of the Party organization in the SOEs when there are losses and violations.

4. Contents of the Scheme on restructuring of each state-owned corporation, economic group:

a) Situation of enterprises in the period 2016-2020:

- Situation of production and business activities, implementation of the restructuring scheme.

- Review and assessment of the achieved results; shortcomings, limitations, causes and lessons learned.

c) Orientation and solutions for enterprise restructuring in the 2021-2025 period:

- To develop strategy, industry, business orientation, product, market.

- To innovate corporate governance.

- To develop plans on restructuring finance, capital and properties of the enterprise.

- To develop restructuring plans for the human resource, management apparatus organization.

- To develop orientations for investment in technological innovation to serve production and business activities of environmental protection enterprises; technology improvement roadmap to renovate technology in parts and stages in a reasonable manner, suitable to the capacity and development orientation of the enterprise.

- To develop plans and solutions to participate in the formation of supply and production chains (if any).

- To develop plans for equitization, divestment and reorganization of the enterprise.

- To develop specific roadmaps for the implementation of solutions mentioned in the Scheme.

5. Competence to approve the Scheme on restructuring enterprises in the 2021-2025 period

a) The Prime Minister shall approve the Scheme for the Vietnam Oil and Gas Group, the Vietnam Electricity, the Vietnam National Coal and Mineral Industries Group, the Vietnam National Chemical Group, the Vietnam Post and Telecommunications Group, the Vietnam Railways Corporation, the Vietnam Northern Food Corporation, the State Capital Investment Corporation on the basis of the report of the Committee for the Management of State Capital at Enterprises; for the Military Industry - Telecoms Group on the basis of the report of the Ministry of National Defence.

b) The owner's representative agency shall approve the Scheme for state-owned corporations in which 100% of charter capital is held by the State.

c) The General Meeting of Shareholders shall approve the Scheme for state-owned corporations and economic groups in which over 50% to less than 100% of charter capital and total shares is held by the State after obtaining written approval from the owner’s representative agency.

d) The owner’s representative agency shall base on the Scheme on restructuring SOEs for the period 2016-2020, the contents specified in this Decision and the actual situation to proactively review, decide, develop and deploy the Scheme on restructuring for independent SOEs.

dd) The Board of members, the company president, the Board of Directors of state-owned corporations and economic groups, SOEs shall develop, approve and direct the implementation for subsidiaries and enterprises under state-owned corporations and economic groups, SOEs.

6. Reporting, urging, inspecting and monitoring

a) State-owned corporations and economic groups, including economic groups, corporations in which more than 50% of charter capital or total shares is held by the State, shall send reports on the implementation of enterprise restructuring to the owner's representative agency:

- Quarterly reports: The time to complete the data report shall be from the 15th of the month before the reporting period to the 14th of the last month of the quarter in the reporting period and submit the report before the 20th of the last month of the quarter.

- Annual reports: From December 15 of the year before the reporting period to December 14 of the reporting period, and submit the report before December 20.

b) Ministries, ministerial-level agencies, Government-attached agencies, People's Committees of provinces and centrally-run cities:

- To urge, inspect and supervise the development, approval or verification to submit to the Prime Minister for approval and to organize the implementation of the Scheme on restructuring state-owned corporations and economic groups, including economic groups, corporations in which more than 50% of the charter capital or the total number of shares is held by the State within their scope of management.

- Periodically before the 25th of the last month of the quarter and December of each year, ministries, ministerial-level agencies, Government-attached agencies and localities shall summarize and report on the approval status and results of implementation of the Scheme on restructuring state-owned corporations and economic groups which has been approved, and send to the Ministry of Finance, the Ministry of Planning and Investment and the Steering Committee for Enterprise Innovation and Development.

c) Ministry of Finance:

- To assume the prime responsibility and coordinate with the Steering Committee for Enterprise Innovation and Development and the agency representing the State capital in the enterprise to urge and inspect the development, approval and implementation of the Scheme on restructuring state-owned corporations and economic groups, SOEs.

- To assume the prime responsibility to summarize reports of ministries, ministerial-level agencies, Government-attached agencies, localities, state-owned corporations and economic groups, and report to the Prime Minister, the Steering Committee for Enterprise Innovation and Development on a quarterly and annual basis.

d) The Steering Committee for Enterprise Innovation and Development shall coordinate with the Ministry of Finance to urge and inspect the owner’s representative agency, economic groups, and state-owned corporations in the implementation of this Decision.

Article 2. Organization of implementation

1. Ministry of Planning and Investment:

a) To study and submit to the Government to report to competent authorities for considering the amendment and supplement of the Law on Bidding to promptly remove obstacles and difficulties related to the operation of SOEs.

b) To timely finalize and submit to the Prime Minister for promulgating the Plan on Restructuring Enterprises in the 2021-2025 period in March 2022.

c) To develop and improve mechanisms and policies to promote innovation in corporate governance in SOEs.

2. Ministry of Finance:

a) To study and submit to the Government to report to competent authorities for considering the amendment and supplement of the Law on Management and Use of State Capital Invested in Production and Business at Enterprises in order to promptly remove obstacles, difficulties related to the management and investment of state capital in enterprises.

b) To research and innovate contents on financial supervision mechanism, assess the performance of each state-owned corporation, economic group, SOE.

c) To assume the prime responsibility, and coordinate with relevant ministries and agencies in, researching and selecting a number of eligible and reasonably sized post-equitization enterprises to pilot trading registration and listing in regional and global stock markets.

d) To timely approve plans to rearrange and handle housing and land facilities of enterprises in the area of ​​5 provinces and centrally-run cities in accordance with its competence.

3. The Ministry of Labor, Invalids and Social Affairs shall study, develop and submit to competent authorities to consider amending, supplementing or promulgating regulations on management of labor, salary and bonus for employees and managers of SOEs in accordance with market principles, growth rate of labor productivity and efficiency of production and business activities of such enterprises.

4. The Ministry of Natural Resources and Environment shall review regulations on land in equitization and divestment to provide guidance in accordance with its competence or to promptly propose and report to competent authorities to amend and supplement relevant regulations in order to address problems and difficulties in equitization, divestment, restructuring of SOEs.

5. The Ministry of Science and Technology shall assume the prime responsibility, and coordinate with relevant agencies in, researching and perfecting mechanisms and policies to encourage SOEs to increase investment and improve capacity in innovation and transformation, research, apply science, technology, modern production techniques, use energy saving, environmental-friendly methods to improve productivity, efficiency and competitiveness.

6. Owner’s representative agencies:

a) To direct state-owned corporations and economic groups, SOEs to review and assess the results of enterprise restructuring; to develop and submit to competent authorities for approval of the Scheme on restructuring of the enterprise for the contents and areas that have not been implemented or have not yet been implemented successfully.

b) The Heads of the agency representing the State capital, the Chairpersons of the Members' Council, the Presidents of the company, the Chairpersons of the Board of the state-owned corporations and economic groups, SOEs shall be responsible for approving, organizing and inspecting the implementation of the Scheme on restructuring enterprises.

c) To review, develop and prepare plans on the restructuring, equitization and divestment to ensure the feasibility for enterprises under their management as prescribed in the Prime Minister’s Decision No. 22/2021/QD-TTg dated July 02, 2021; to anticipate the revenue sources when equitizing and divesting capital in enterprises in accordance with the registered plan and send to the Ministry of Planning and Investment for summarization and submission to the Prime Minister for approval. To direct and complete the plan on equitization and divestment in accordance with the list approved by the Prime Minister.

d) To direct and organize the strict implementation of the commendation, discipline, and assessment of annual task completion for the Chairpersons of the Members' Council, the Presidents of the Company, the Chairpersons of the Board of Directors of state-owned corporations and economic groups, SOEs under their management in the process of implementing tasks, managing and operating enterprises, organizing the implementation of the Scheme on restructuring enterprise, ensuring publicity, transparency, democracy, objectiveness.

7. The Committee for Management of State Capital at Enterprises shall carry out the contents of Clause 6 of this Article and the following contents:

a) To develop and submit to competent authorities for promulgating the overall strategy for investment and development of enterprises under the management of the Committee for Management of State Capital at Enterprises.

b) To properly and fully exercise the rights and responsibilities of the assigned owner's representative agency in accordance with law regulations.

c) To assume the prime responsibility for directing and completely handling shortcomings, weaknesses, difficulties and obstacles in the implementation of projects, loss-making, behind-schedule and ineffective enterprises.

8. Provincial-level People's Committees shall implement the contents of Clause 6 of this Article and the following contents:

a) To timely approve plans on restructuring and handling housing and land facilities of enterprises in the locality under their management; proactively remove difficulties and problems arising in accordance with their competence.

b) To drastically and effectively implement policies and solutions for sustainable and synchronous development; to promote intra-regional, inter-regional and international linkages, creating foundation for developing new models of territorial organization and business organization; to form clusters of industries, value chains of production and interconnected supply.

9. SOEs, focusing on state-owned corporations and economic groups:

a) To complete the restructuring and handling of houses and land under their management as prescribed by the law.

b) To review and completely handle affiliated enterprises and investment projects with losses and inefficiencies in accordance with law regulations.

c) To renovate and improve governance capacity, competitiveness, innovation and development of science and technology, focusing on fostering and training human resources, building an index system to monitor and evaluate the efficiency of production and business activities. To implement the reporting and information regime publicly and transparently and in compliance with the law regulations.

d) To take advantage of opportunities of signed Free Trade Agreements to actively integrate and connect with regional and global value chains.

dd) To review the contents that have not been implemented or have not been implemented successfully in the 2016-2020 period, supplement contents suitable to the development goals and strategies in the 2021-2025 period to develop and submit the competent authorities for approving and implementing the Scheme on restructuring of each enterprise in the 2021-2025 period; to actively develop, approve and implement the Scheme on restructuring of member enterprises.

10. To continue to promote the role, innovate the organizational model and leadership of the Party, Fatherland Front and other mass organizations in the process of restructuring SOEs from providing orientations, directing the implementation of  the policies and resolutions of the Party and the legal system of the State to organizing the implementation and supervising the restructuring process in accordance with the Scheme having been approved by the competent authority; to perform the tasks of production and business, use, preserve and develop the State's capital, political and ideological works, personnel works, inspection and supervision works; to fight against corruption and wastefulness; to clearly stipulate the responsibilities of the Party committees and heads of Party organizations in SOEs when there are losses and damages in operation and violations of the Party's guidelines and the State's law regulations.

Article 3. This Decision takes effect from the date of signing.

Ministers, Heads of ministerial-level agencies, Heads of Government-attached agencies, Chairpersons of People's Committees of provinces and centrally-run cities, Heads of Steering Committee for Enterprise Innovation and Development, Chairman of the Members' Council/Chairman of the Board of Directors/Representative of the State capital in State-owned enterprises shall be responsible for implementing this Decision./.

For the Prime Minister

Deputy Prime Minister

Le Minh Khai