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THE MINISTRY OF LABOR, INVALIDS AND SOCIAL AFFAIRS

Circular No.19/2013/TT-BLDTBXH dated  September 09, 2013 of the Ministry of Labor, Invalids and Social Affairs  guiding implementation of the wage, remuneration, and bonus regimes for members of the members’ council or the company’s presidents, the controllers, the general directors or directors, the deputy general directors or deputy directors, and the chief accountants of state-owned one-member limited-liability companies

Pursuant to the Government s Decree No. 106/2012/ND-CP dated December 20, 2012, defining the functions, tasks, powers and organizational structure of the Ministry of Labor - Invalid and Social Affair;

Pursuant to the Government’s Decree No. 51/2013/ND-CP dated May 14, 2013, providing for the wage, remuneration, and bonus regimes for members of the members’ council or the company’s presidents, the controllers, the general directors or directors, the deputy general directors or deputy directors, and the chief accountants of state-owned one-member limited-liability companies;

Pursuant to Decision No. 35/2013/QD-TTg dated June 07, 2013 of the Prime Minister, promulgating the regulation on operation of controllers of one-member limited liability companies of which State holds 100% of charter capital;

At the proposal of Director of Labor and Salary Department;

The Minister of Labor - Invalids and Social Affairs promulgates Circular guiding implementation of the wage, remuneration, and bonus regimes for members of the members’ council or the company’s presidents, the controllers, the general directors or directors, the deputy general directors or deputy directors, and the chief accountants of state-owned one-member limited-liability companies,

SECTION 1. GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular guiding implementation of the wage, remuneration, and bonus regimes for members of the members’ council or the company’s presidents, the controllers, the general directors or directors, the deputy general directors or deputy directors, and the chief accountants of state-owned one-member limited-liability companies, including:

1. Independent one-member limited liability companies of Ministries, the provincial/municipal People’s Committees.

2. One-member limited liability companies that are mother companies of state economic groups, mother companies in model of mother company and subsidiary companies which are transformed, established under decisions of the Prime Minister, Ministers, presidents of the provincial/municipal People’s Committee.

One-member limited liability companies specified at clauses 1 and 2 of this article hereinafter abbreviated to companies.

Article 2. Subjects of application

1. The full-time responsible presidents of the members’ council, full-time responsible members of the members’ council or full-time responsible company’s presidents, the full-time responsible controllers, the general directors or directors, the deputy general directors or deputy directors, and the chief accountants of companies (hereinafter collectively referred to as the full-time responsible managers).

The full-time responsible managers mentioned above exclude the general directors or directors, the deputy general directors or deputy directors, and the chief accountants who work under labor contracts.

2. The part-time responsible presidents of the members’ council, the part-time responsible members of the members’ council or the part-time responsible company’s presidents, the part-time responsible controllers (hereinafter collectively referred to as the part-time responsible managers).

3. Ministries, ministerial-level agencies and government attached agencies, provincial-level People’s Committees which are assigned, decentralized to perform rights, duties and obligations of company owners (hereinafter collectively referred to as owners).

4. Agencies, organizations and individuals related to implementation of the wage, remuneration, bonus regimes for managers specified in this Circular.

SECTION 2. GRADING WAGES FOR THE FULL-TIME RESPONSIBLE MANAGERS

Article 3. The wage changing and grading

1. A full-time responsible manager shall be graded wage under the position which he is keeping and company’s rank which is ranked under Table of wage coefficient for the full-time responsible managers at Annex No. I promulgated together with the Government’s Decree No. 51/2013/ND-CP dated May 14, 2013.

The wage coefficients at Annex No. I mentioned above shall, from May 01, 2013 to the end of June 30, 2013, be calculated under the common minimum wages specified in the Government s Decree No. 31/2012/ND-CP dated April 12, 2012; as from July 01, 2013, be calculated under the basic wages specified at the Government’s Decree No. 66/2013/ND-CP dated June 27, 2013 (abbreviated to the regime wages) as the basis for paying and receiving social insurance, medical insurance and solving other rights and benefits under law. When Government adjusts the basic wages or new regulations are promulgated, such new regulations of Government shall be applied.

2. The changing and grading of wage for the full-time responsible presidents and members of the members’ council, or the full-time responsible company’s presidents, the general directors or directors, the deputy general directors or deputy directors, and the chief accountants shall be based on the positions which they are keeping, wage grades under company’s ranks as prescribed by Government in Decree No. 205/2004/ND-CP dated December 14, 2004 and Decree No. 141/2007/ND-CP dated September 05, 2007 (abbreviated to old wages) to turn into Table of wage coefficients of the full-time responsible managers at Annex No. 1 promulgated together with Government’s Decree No. 51/2013/ND-CP dated May 14, 2013 (abbreviated to new wages) in the principle: turn into the respective company’s rank; grading into positions which managers are keeping and changing grade 1 of old wage into grade 1 of new wage, grade 2 of old wage into grade 2 of new wage. Do not combine the changing and grading of wage with the raising of the wage grade. Duration for raising the wage grade in next time (for case where a manager is being graded wage at grade 1) shall be calculated from time the old wage grade has been graded.

3. The changing and grading of wage for a full-time responsible controller shall be based on the wage coefficient which he is being received, including:   The specialized wage coefficient, plus to position allowance of head of division and the reserved difference coefficient (if any for cases allowed to be reserved as prescribed at Clause 1 Article 11 of Circular No. 27/2010/TT-BLDTBXH dated September 14, 2010 of the Ministry of Labor, Invalids and Social Affair) in principle:

a) To put into grade 1, if the currently-receiving wage coefficient is equal to or lower than the wage coefficient of grade 1. If difference between the currently-receiving wage coefficient and the wage coefficient of grade 1 is less than 70% of difference between the wage coefficient of grade 1 and the wage coefficient of grade 2, duration for raising wage grade at next time shall be calculated from time the currently-receiving wage grade is graded.

b) To put in grade 2, if the currently-receiving wage coefficient is higher than the wage coefficient at grade 1

Article 4. Raising the wage grade

1. A full-time responsible manager who is being graded wage at level 1 shall be considered to raise the wage grade when the following conditions are ensured:

a) Duration of grade 1 is 3 years or more.

b) Finishing the annual tasks under assessment criteria prescribed by Government.

c) Not violating the task regulations as prescribed by labor law.

d) Not in time of being disciplined.

2. Company shall report to competent authorities under management decentralization to consider, decide on raising wage grade for the full-time responsible manager who satisfies conditions specified at Clause 1 of this Article.

Article 5. Ranking companies as basis for grading wages

1. Rank of economic Group

Rank of economic Group is applied to mother companies of state economic Groups which are transformed or established under decisions of the Prime Minister.

2. Rank of Special Corporation

a) Rank of Special Corporation is applied to:

- Companies which are transformed from state corporations or companies which have been ranked as Special Corporation under decisions of the Prime Minister.

- Companies that are transformed from state corporations or companies that have been allowed by the Prime Minister in grading the wage or apply regulation on grading wages under the rank of Special Corporation.

- Mother companies in model of Mother Company - subsidiary companies established under decisions of the Prime Minister which have sufficient conditions:

+ Playing a key role in the economy.

+ State capital of 1,000 billion VND or more, attaining profit of 1000 billion VND or more, remitting state budget 100 billion VND or more.

+ Having 10 member units or more (including independent-accounting member units and dependent-accounting member units).

If a company has sufficient conditions stated above, it may make a written request to owner to reach unified opinion with the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance and report to the Prime Minister for consideration and decision.

b) Re-ranking Special Corporation:

- Companies which have been ranked Special Corporation under decisions of the Prime Minister are not required to re-rank.

- Mother companies in model of Mother Company - subsidiary companies which are established under decisions of the Prime Minister having sufficient conditions at point a clause 2 this Article, 03 years after being ranked Special Corporation and companies which have been allowed by the Prime Minister in grading wages or applying regulation on grading wages under the rank of Special Corporation, 03 years after this Circular takes effect, must review the rank of special corporation, grading of wage and applying regulation on grading wages under the rank of Special Corporation according to conditions at point a mentioned above and make a written request to owner for unifying opinions with the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance to report to the Prime Minister for consideration and decision.

3. Rank of corporation and equivalence

a) Rank of corporation and equivalence is applied to:

- Mother companies which are transformed from state corporations or established newly as corporations.

- Mother companies which are transformed from state companies which have been allowed by the Prime Minister of state management agencies under competence in grading the wage or apply regulation on grading wages under the rank of Corporation.

- Mother Companies in model of Mother company - subsidiary companies which have sufficient conditions:

+ State capital of 700 billion VND or more, attaining profit of 70 billion VND or more, remitting state budget 70 billion VND or more.

+ Having 05 member units or more (including independent-accounting member units and dependent-accounting member units).

If a company has sufficient conditions stated above, it may make a written request to owner for consideration and decision after reaching unified opinion with the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance.

b) Re-ranking Corporation:

- Mother companies which are transformed from state corporations or established newly as Corporations are not required to re-rank Corporation.

- Mother companies in model of Mother Company - subsidiary companies which have sufficient conditions at point a clause 3 this Article, 03 years after being ranked Corporation and companies which have been allowed by state management agencies under competence in grading wages or applying regulation on grading wages under the rank of Corporation, 03 years after this Circular takes effect, must review the rank of corporation, grading of wage and applying regulation on grading wages under the rank of Corporation according to conditions at point a mentioned above and make a written request to owner for consideration and decision after unifying opinions with the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance.   For companies which have been allowed by the Prime Minister in grading wages or applying regulation on grading wages under the rank of Corporation, owners shall report to the Prime Minister for consideration and decision after unifying opinions with the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance.

4. Company rank I, II, III

a) Company Rank I, II, III shall be applied to the remaining companies (apart from companies specified at Clause 1, 2 and Clause 3 this article), assure conditions and criteria of ranking promulgated by the Ministry of Labor - Invalid and Social Affair.

b) Conditions and criteria of company ranking shall temporarily comply with provisions and guides in the Joint Circular No. 23/2005/TTLT-BLDTBXH-BTC dated August 31, 2005 of the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance, guiding on the ranking and wage grading for the full-time members of Board of Directors, General Directors, Director, Deputy General Directors, Deputy Directors, Chief accountant of state companies until new regulation is issued.  For Companies which have not yet had criteria of ranking or are applying criteria of ranking for other trades, they must elaborate criteria, report to owners to send them to the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance for consideration and decision as the basis for company ranking.

c) Principles, competence of ranking, duration of re-ranking:

- Companies must base on criteria of ranking respective with companies’ trades, fields of production and business which are promulgated by the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance, to define rank of company.  A company which is eligible according to criteria respective with a rank may report to owner to decide on ranking in such rank. For companies ranked I, after issuing decision on ranking, owners shall send dossiers of ranking to the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance for monitoring and examination.

- 03 years (full 36 months) after issuing decision on ranking, company must be re-ranked. 02 months before time limit of re-ranking, companies must report to owners to decide on re-ranking. For a company which has not yet been ranked or already been ranked and time limit for its re-ranking is passed but its owner fails to reported for decision on ranking, under regulations, its managers shall only be graded wages under company of rank III.

5. Dossier of ranking and re-ranking

Dossier of ranking or re-ranking, applying regulation on wage grading under rank of company specified at Clause 2, Clause 3 and Clause 4 Article 5 of this Circular includes:

a) Official dispatch to request for ranking or re-ranking, applying regulation on wage grading under rank of company.

b) Report to specify criteria under conditions for ranking under regulations.

c) Copy of financial statements of 02 latest years and plan of year.

d) Table summing up data of criteria under conditions for ranking under regulations.

Article 6.  The wage changing and grading when the company s rank is changed

1. When the company s rank is changed or position of a full-time manager is changed, wage of full-time manager must be re-graded under the company’s rank or new position or job, the wage under company rank or old position shall not be reserved.

2. The wage changing and grading for the full-time managers when the company’s rank is change or when the full-time managers change position or are appointed at new position shall temporarily comply with provisions and guides in the Joint Circular No. 23/2005/TTLT-BLDTBXH-BTC dated August 31, 2005 of the Ministry of Labor - Invalid and Social Affair and the Ministry of Finance until new regulation is issued.

SECTION 3. MANAGEMENT OF WAGES, REMUNERATION, BONUSES FOR MANAGERS

Article 7. Principles to determine and pay wages, remuneration, and bonuses

1. The full-time managers shall be determined and pay wages in association with efficiency of production and business, result of management, administering or control and the maximum levels is restrained.  For case of the full-time presidents of Members’ council or the full-time presidents of companies concurrently being General Directors or Directors, they shall only be received highest wage of one position.

2. Remuneration of the part-time managers in company shall be calculated on works and the working time. Company may determine the remuneration not exceeding 20% of wage of the respective full-time managers. If a company has no the full-time member of Members Council, the full-time controller, remuneration of the part-time members of the members’ council or the part-time controllers shall be calculated in comparison with wage of Deputy General Director, Deputy Director; remuneration of the part-time president of company shall be compared with wage of General Director, Director.

3. For managers in company who are assigned to act as representatives of contributed capital in other companies or enterprises, the remuneration which is paid by other companies or enterprises shall be remitted to company.  Members Council or president of company shall decide on payment under the extent of finishing tasks under regulation of company, but the maximum level does not exceed 50% of wage which they practically are received at company.  The rest (if any) shall be accounted into other income of company.

4. The fund of wages, remuneration for managers shall be determined annually, and separated from the fund of wages for employees. Based on the planned fund of wages and remuneration as defined by company, monthly, managers shall be paid in advance 80% of wages and remuneration which are temporarily calculated for that month; the remaining 20% shall be finalized and paid in the end of year. The fund of wages, remuneration for managers shall be accounted into cost price or business cost and presented into a separate index in the annual financial statement of company.

5. The bonuses of managers shall be determined in year respective with efficiency of production and business, result of management, administering or control, be paid partly in the end of year, the rest shall be paid upon ending tenure.

6. Companies shall determine the fund of wages and remuneration under plan and fund of wages and remuneration for implementation, fund of bonuses for managers according to regulations of Government and guides in this Circular; fund of wages and remuneration for implementation and fund of bonuses for managers must be submitted to owners for approval before implementation.

7. Wages, bonuses and remuneration of controllers shall be determined under this Circular, Companies must deduct to submit to owners (or the Ministry of Finance for finance controllers at state economic corporations) to form general full for payment to controllers as follows:

a) The general fund of wages, remuneration for controllers shall do not exceed total wages, remuneration for controllers as determined and deducted to be submitted to owners (or the Ministry of Finance) by companies.

b) The general fund of wages and remuneration shall be paid entirely in each year, in association with the extent of finishing the assigned tasks of controllers under regulations of owners (or the Ministry of Finance):

- Finishing tasks well, wages and remuneration shall be increased but not exceed 1.3 times of wages and remuneration for controllers which have been deducted and remitted by company.

- Finishing tasks, wages and remuneration shall be equal to wages and remuneration for controllers which have been deducted and remitted by company.

- Failing to finish tasks, wages and remuneration shall be decreased but not less than 70% of wages and remuneration for controllers which have been deducted and remitted by company, and the lowest wage of a full-time controller shall be equal to the regime wage level at Clause 1 Article 3 of this Circular.

c) The general fund of bonuses shall be paid partly in the end of year, the rest shall be paid after ending tenure as prescribed in Article 11 of this Circular.

Article 8. Fund of wages and remuneration under plan

Companies shall determine, decide on fund of wages and remuneration under plan and pay in advance wages and remuneration for managers as follows:

1. Fund of wage under plan of the full-time responsible managers

a) Fund of wage under plan shall be determined on the basis of quantity of the full-time responsible managers under plan and the planned average wage.

b) The average wage to determine fund of wage under plan shall be based on the basic wages specified at Annex No. II promulgated together with the Government’s Decree No. 51/2013/ND-CP dated May 14, 2013, calculating average of the full-time managers in company (hereinafter abbreviated to the basic wage) and criteria of the production and business plan in comparison with the criteria of the production and business which have been performed in the last year, as follows:

- If company keeps intact and develops state capital, profit and labor productivity higher than ones implemented in last year, the maximum average wage under plan shall be equal to 1.5 times of basic wage.

- If company keeps intact and develops state capital, profit and labor productivity equal to ones implemented in last year, the maximum average wage under plan shall be equal to basic wage.

- If company keeps intact and develops state capital, profit and labor productivity lower than ones implemented in last year, the average wage under plan shall be less than basic wage.

- If company has no profit, get loss, the maximum average wage under plan shall be the regime wage as prescribed at Clause 1 Article 3 of this Circular.

2. Fund of remuneration under plan of the part-time responsible managers

Fund of remuneration under plan shall be determined on the basis of quantity of the part-time responsible managers under plan and the remuneration as prescribed at Clause 2 Article 7 of this Circular.

3. Payment in advance of wages and remuneration

a) Based on fund of wages and remuneration under plan, companies shall pay in advance wages and remuneration for managers as prescribed at Clause 4 Article 7 of this Circular.

b) For wages and remuneration of controllers, companies shall deduct and transfer to owners (or the Ministry of Finance for finance controllers at state economic corporations) to pay in advance for controllers.

Article 9. Fund of wage for implementation for the full-time responsible managers

1. Fund of wage for implementation for the full-time responsible managers shall be determined under the following formula:

Vthqlct= Lqlctx TLbqthx 12    (1)

In which:

- VthqlctFund of wage for implementation for the full-time responsible managers

- Lqlct: Monthly average of the full-time manager quantity in real

- TLbqth: Average wage for implementation for the full-time responsible managers, which is determined under Clause 2 of this Article.

- 12: number of months in year, in case of new company, it is count of operational month in real.

2. The average wage for implementation shall be determined on the basis of the monthly basic average wage, in association with the increase (or decrease) of production and business criteria which performed in year in comparison with ones implemented in last year, as follows:

a) Company must assure sufficient conditions: To keep intact and develop state capital; submit budget as prescribed; profit implemented in year is more than profit implemented in last year and average labor productivity does not reduce in comparison with implementation of last year, so the average wage for implementation shall be less than basic wage.

TLbqth= TLcb+ Hlnx TLcb   (2)

In which:

- TLbqth: The average wage for implementation.

- TLcb: The basic wage calculated under point b Clause 1 Article 8 of this Circular.

- HlnThe increased wage coefficient in comparison with the basic wage in association with the increase of profit as follows:

+ For a company with the implementation profit in year less than 500 billion VND: If the implementation profit in year increases less than 5% in comparison with implementation of last year, Hlnshall be 0.3 maximally; the implementation profit in year increases between 5% and less than 7% in comparison with implementation of last year, Hlnshall be 0.4 maximally; the implementation profit in year increases 7% or more in comparison with implementation of last year, Hlnshall be 0.5 maximally.

+ For a company with the implementation profit in year equal to 500 billion VND or more: If the implementation profit in year increases less than 3% in comparison with implementation of last year, Hlnshall be 0.3 maximally; the implementation profit in year increases between 3% and less than 5% in comparison with implementation of last year, Hlnshall be 0.4 maximally; the implementation profit in year increases 5% or more in comparison with implementation of last year, Hlnshall be 0.5 maximally.

If company keeps intact and develops state capital; submits budget as prescribed; profit implemented in year is more than profit implemented in last year but average labor productivity (after removing objective elements as prescribed) is lower than implementation of last year, after determining the average wage for implementation according to formula (2), company must deduct wage in principle:  Every 1% of average labor productivity of implementation which is decreased in comparison with implementation of last year, company must deduct 1% of the implementation average wage for managers.  The average labor productivity shall be determined under guide at Annex No. I promulgated together with the Circular No. 18/2013/TTLT-BLDTBXH dated September 09, 2013 of the Ministry of Labor - Invalids and Social Affair guiding management of laborers, wages and bonuses for employees in State-owned One-member limited liability companies.

b) Company must assure sufficient conditions: In case of keeping intact and developing state capital; submitting budget as prescribed; profit implemented in year equal to the profit implemented in last year, the implementation average wage shall be equal to the monthly basic average wage.

For companies supplying public-utility products and services under the orders of state or companies operating without profit purpose, when determining the implementation average wage as prescribed above, company may change the implementation profit criteria by criteria of implementation product, service and task quantity, in which the implementation product, service and task quantity is not lower than implementation of the last year, and the implementation average wage shall be equal to the basic wage.

c) If company has the implementation profit in year less than the implementation profit of last year, the implementation average wage shall be determined as follows:

TLbqth= TLcb- TLln   (3)

In which:

- TLbqth: The wage average for implementation.

- TLcb: The basic wage calculated under point b Clause 1 Article 8 of this Circular.

- TLln: The wage reduced under profit shall be calculated under the following formula:

   (4)

Pthand PthntThe implementation profit in year and the implementation profit in last year.

The implementation average wage after calculating under the formula (3) is assured to not less than 1.2 times of the average wage under regime at clause 1 article 3 of this Circular.

d) When company has no profit, depending on extent of implementing criteria of production and business task in year in comparison with implementation of the last year and in comparison with plan, the minimum implementation average wage shall be equal to the average wage under regime and the maximum implementation average wage shall do not exceed 1.2 times in comparison with the average wage under regime prescribed in Clause 1 Article 3 of this Circular.

dd) When company gets loss, the implementation average wage shall be equal the average wage under regime prescribed at clause 1 article 3 of this Circular.

3. When determining the implementation average wage from 2014 as prescribed at point a and point b, Clause 2 this Article, in case where company keeps intact and develops state capital; submit to budget as prescribed; the implementation profit is more than the implementation profit in the last year for companies specified at point a or the implementation profit is equal to the implementation profit in last year or volume of the implementation products, services and tasks are not less than implementation of last year for companies specified at point b, and the implementation average wage is lower than the implementation average wage of last year, it shall be equal to the implementation average wage of last year.

4. When determining the fund of wages and the implementation average wage as prescribed at Clause 1 and Clause 2 this Article, company may remove objective elements influencing to the implementation profit, including:

a) State issues decisions to interfere aiming to stabilize market, provide enterprise income tax incentives, increase or reduce state capital, require for depreciation increase to revoke capital fast.

b) Company must supply products and services of which prices are fixed or managed by State, perform social welfare programs under regulations of Government; receive or transfer the right to represent owners of state capital for enterprises restructured under direction of the Prime Minister; perform new investment, or expand production and business.   For lottery business companies, they may remove differences (more or less) of actual payments for prizes in year in comparison with implementation of last year.

The removal of objective elements mentioned above shall be implemented in principles: Part of profit that is influenced by objective elements must be quantified and calculated with specific data; if objective elements increase profit, the increased profit must be deducted, if objective elements decrease profit, the decreased profit must be added in the implementation profit criteria to do as basis for determining the implementation average wage.

5. Company may determine the remaining fund of wage for the full-time responsible managers as follows:

a) The remaining wage fund shall be determined on the basis of the implementation wage fund specified at Clause 1 and Clause 2 this Article and the wage fund that has paid in advance for the managers specified at Article 8 this Circular.  If the fund of wage has been paid in advance and exceeds the implementation wage fund, the full-time responsible managers and company must return the overpaid wage instantly in year.

b) For the remaining wages of the full-time controllers, companies shall define and transfer to owner (or the Ministry of Finance for finance controllers at state economic corporations) to pay for controllers.  If the fund of wage has been transferred in excess of the implementation wage fund for controllers, controllers and owner must return it to company instantly in year.

Article 10. Fund of remuneration for implementation for the part-time responsible managers

1. The fund of remuneration for implementation of the part-time responsible managers shall be calculated on the basis of number of the part-time responsible managers at times in year, the working time, the implementation wage of the full-time responsible managers and rate of remuneration defined by company as prescribed at Clause 2 Article 7 of this Circular.

2. Based on the fund of remuneration for implementation specified at Clause 1 this Article and the fund of remuneration already been paid in advance for the full-time responsible managers specified in Article 8 of this Circular, company shall define the remaining remuneration.  If the fund of remuneration has been paid in advance and exceeds the implementation remuneration fund, the part-time responsible managers and company must return the overpaid remuneration instantly in year.

3. For the remaining remuneration of the part-time controllers, company shall define and transfer to owner (or the Ministry of Finance for finance controllers at state economic corporations) to pay for controllers.  If the fund of remuneration has been transferred in excess of the implementation remuneration fund for controllers, controllers and owner must return it to company instantly in year.

Article 11. Fund of bonuses for managers

1. The fund of annual bonuses for the part-time and full-time managers shall comply with regulations of Government involving state capital investment in enterprises and financial management over enterprises in which state holds 100% of charter capital and guides of the Ministry of Finance.

2. The fund of bonuses specified at Clause 1 this Article, every year, shall be deducted 90% for reward in the end of year in association with the efficiency of production and business and criteria to assess the extent of finishing tasks applied to the managers as prescribed by Government involving financial supervision, assessment on operational efficiency, disclosure of financial information applicable to state-owned enterprises, guides of the Ministry of Finance and the regulation on reward applicable to the managers of company.

3. The remaining reward (10% of annual reward fund) shall be used to set up the fund of tenure reward in order to reward when ending tenure depending on the extent of finishing tasks of entire tenure of each managers as follows:

a) If a manager has finished, finished excellently his task for years in tenure, he shall be received entire bonus from the fund of tenure reward.

b) If a manager fails to finish his task in a year in tenure, he shall be received only 50% of bonus from the fund of tenure reward.

c) If a manager fails to finish his task in two or more years in tenure, he shall not be received bonus from the fund of tenure reward.

The remaining fund of reward at points b and c mentioned above shall be accounted into other income of company.

Tenure to define the fund of tenure reward for managers shall be calculated under tenure of president of Members’ Council (or president of company).  If tenure of president of Members’ Council (or president of company) is started before May 01, 2013, the tenure shall be calculated for the remaining duration of tenure.

4. For the bonuses for remaining wages of controllers, companies shall define and transfer to owners (or the Ministry of Finance for finance controllers at state economic corporations) to pay for controllers.

Article 12. Payment of wages, remuneration and bonuses

1. The wages, remuneration and bonuses for managers shall comply with the regulation on payment of wages, remuneration and bonuses for managers of company.

2. Company shall elaborate the regulation on payment of wages, remuneration and bonuses for managers as prescribed by law, ensuring democracy, publicity and transparence, in association with extent of contribution in efficiency of production, business and result of management, administering; and tasks of managers

3. When elaborating the regulation on payment of wages and remuneration, and regulation on reward for managers, it must have participation of the Executive Committee of the Trade Union of company and approval opinion of owner before implementation.

4. Based on the funds of wages, remuneration and bonuses for implementation, regulations on payment of wages, remuneration, and regulations on reward applied to managers, company shall pay wages, remuneration and bonuses for each manager. For controllers, wages, remuneration and bonuses shall be decided by owner (or the Ministry of Finance for finance controllers at state economic corporations) as prescribed in Article 7 of this Circular.

SECTION 4. RESPONSIBILITIES FOR IMPLEMENTATION ORGANIZATION

Article 13. Responsibilities of Members Councils or the company’s presidents

1. To decide on changing and grading wages for the full-time responsible managers under competence of appointment under the Table of wage coefficient for the full-time responsible managers at Annex No. I promulgated together with the Government’s Decree No. 51/2013/ND-CP dated May 14, 2013; report to the owners to decide on changing and grading wages for the full-time responsible managers under the owner’s appointment competence.

2. At quarter I every year, to direct General Directors or Directors to define the fund of wages and remuneration under plan to submit to Members Council or president of company for decision; to decide on pay in advance wages, remuneration for managers.

3. To report to owner, concurrently send to the controllers of wages, remuneration and bonuses under forms No. 1, 2, 3, 4 and 5 enclosed with this Circular as follows:

a) Not later than January 15 every year, to define the implementation fund of wages, remuneration and bonuses in last year of managers in association with the implementation criteria of production and business to report to owner for approval. Reports on determining the funds of wages, remuneration and bonuses must have explanations on basis to set up wages, data made according to form No. 1.

During review and elaboration of annual financial statements of company, if there are changes of the implementation criteria of production and business, to determine and report them to owner for adjusting and approving the implementation fund of wages, remuneration and bonuses in last year not later than March 01 every year.

b) Not later than March 31 every year, to make report on determining the funds of planned wages and remuneration according to form No. 2; reports on wages, remuneration, bonuses and monthly average income in last year of each manager according to form No. 3 and situation of collection, remittance and payment of remuneration in last year for the full-time managers who are assigned to act as representative of contribution capital in other companies or enterprises according to form No. 4.

c) Not later than July 30 every year, to make report on the implementation fund of wages, payment in advance of wages in association with the criteria of production and business of 6 months of begin of year according to form No. 5.

For Mother companies - State economic Groups, Mother Companies or Special-rank Corporations, Vietnam Corporation of aviation control, Vietnam Corporation of airports, the North maritime safety Corporation, the South maritime safety Corporation and Vietnam Postal Corporation, when reporting to owner, they shall concurrently send reports to the Ministry of Labor - Invalids and Social Affairs for monitoring and supervision.

4. To elaborate regulation on payment of wages, remuneration, and regulation on reward for managers and report to owner before implementation.

5. To pay wages, remuneration and bonuses for managers under regulation on payment of wages, remuneration, and regulation on reward of company.

6. To determine the wages, remuneration and bonuses for controllers as prescribed in this Circular and transferred to owner for payment in association with the extent of finishing tasks of controllers.

7. To elaborate regulation and assess the extent of finishing tasks and decide on the remuneration for managers who are appointed to act as representatives of contributed capital in other companies or enterprises.

8. To supply documents, reports related to implementation of the wage, remuneration and bonus regime at the request of controllers; to review content of petitions of controllers (if any) to direct modification and adjustment in accordance with regulation.

9. Not later than March 31 every year, to notify publicly in website of company about wages, remuneration, bonuses and monthly average income in last year of each manager.

Article 14. Responsibilities of Controllers

1. To review, inspect, supervise and periodically report to owner about implementation of duties of Members Council or president of company, General Director or Director in accordance with regulations of Government and this Circular.

2. To propose Members Council or president of company in directing modification, adjustment as detecting content inconsistent with regulations during review and inspection. If Members Council or president of company fails to perform, report to owner for timely handling.

3. To review, appraise the determination of the implementation wage fund to report to owner within 15 days after receiving reports of Members Council or president of company.  Controllers take responsibilities for the accuracy, truthfulness of reports on appraisal.

Article 15. Responsibilities of owners

1. To organize implementation of and guide on the wage, remuneration and bonus regimes for managers as prescribed in this Circular for companies which they are assigned to act as owner.

2. To decide on changing and grading wages for the full-time responsible managers under competence of appointment under the Table of wage coefficient for the full-time responsible managers at Annex No. I promulgated together with the Government’s Decree No. 51/2013/ND-CP dated May 14, 2013;

3. To receive, monitor, supervise the determination of funds of wages and remuneration under plan, the implementation of fund of wages, payment in advance of wages in 6 months of begin of year of company; the collection, remittance and payment of remuneration for managers who are assigned to act as representative of contribution parts in other companies or enterprises.  If detecting the determination of funds of wages, payment in advance of wages inconsistent with regulations, to direct companies for adjustment in accordance with regulations.

4. To receive and approve the implementation fund of wages, remunerations, the fund of reward in last year of managers not later than January 31 every year. If a company wishes to request for adjusting the implementation fund of wages, remunerations, fund of reward specified at clause 3 Article 13 of this Circular, it must approve the fund of wages, remunerations, fund of reward for implementation in last year before March 15 every year.  For the implementation fund of wages, remuneration for managers of mother companies - economic groups, owners shall approve after reaching agreement opinion of the Ministry of Labor - Invalid and Social Affair.

5. To sent to the Ministry of Labor - Invalids and Social Affairs (enclosed with form No. 6 in this Circular), after approving the implementation fund of wages and remuneration, fund of reward for managers of Mother companies - State economic Groups, Mother Companies or Special-rank Corporations, Vietnam Corporation of aviation control, Vietnam Corporation of airports, the North maritime safety Corporation, the South maritime safety Corporation and Vietnam Postal Corporation, for summing up and monitoring.

6. To receive, review and give out opinions on regulations on payment of wages, remuneration, regulations on reward for managers of company.

7. To organize the management, assess, pay wages, remuneration and bonuses and implement regimes for controllers and representatives of contributed capital (separation between controllers and representatives of contributed capital):

a) To receive and manage wages, remuneration and bonuses for controllers remitted by company; remuneration and bonuses for the representatives of contributed capital which are paid by other companies and enterprises in order to form the general fund of wages, remuneration and bonuses for controllers and general fund of wages, remuneration and bonuses for the representatives of contributed capital.

b) To elaborate regulation on assessing the controllers and regulation on assessing the representatives of contributed capital as the basis for assessing the extent of finishing tasks and paying wages, remuneration and bonuses.  Controllers and representatives of contributed state capital must be asked for opinions about these regulations before formal promulgation.

c) Payment of wages, remunerations and bonuses for controllers; remunerations and bonuses for representatives of contributed state capital The wages, remuneration and bonuses of each person shall be associated with the extent of finishing the assigned tasks in accordance with this Circular.

8. Not later than May 31 every year, to notify publicly about the implementation fund of wage and remuneration, fund of reward and the wages, remuneration, bonuses and monthly average income in last year of each manager in website of agency of owner, concurrently sum up forms No. 6, 7 and 8 enclosed with this Circular and send them to the Ministry of Labor - Invalid and Social Affair for monitoring.

9. To annually organize inspections, supervisions and take responsibilities before Government, the Prime Minister about implementation of the wage, remuneration and bonus regimes applied to companies which they are assigned to act as owner.

Article 16. Responsibilities of the Ministry of Labor - Invalid and Social Affair

1. To perform tasks involving rights and obligations of owners for State-owned One-member limited liability companies as assigned by Government.

2. To assume the prime responsibility for, and coordinate with relevant Ministries and sectors in adjusting the basic wages when the Consumer Price Index increases from 10% or more in comparison with the last time of regulation or adjustment as the basis for companies to elaborate the fund of implementation wage.

3. To give out opinions for owner to decide on the implementation fund of wages, remuneration for managers of mother companies - economic groups.

4. To coordinate with the owner in supervising wages, remuneration and bonuses of managers in Mother companies of economic Groups, Special-rank Corporations, Vietnam Corporation of aviation control, Vietnam Corporation of airports, the North maritime safety Corporation, the South maritime safety Corporation and Vietnam Postal Corporation as follows:

a) To receive reports on determining the fund of wages and remuneration under plan, the implementation of fund of wages, payment in advance of wages in 6 months of begin of year; the determination and decision on fund of wages and remuneration for implementation of company.

b) To review the determination of wages, remuneration in reports of companies and owners as prescribed by State.

c) To coordinate with owner in biannually organizing inspection and supervision of determination of the fund of wages, remuneration, payment in advance of wages and payment of wages by company.

During review, inspection and supervision, if detecting the determination of fund of wages, remuneration inconsistent with regulations, they may give out opinion to owner for directing the company for adjustment or payment in accordance with regulations.

5. To assume the prime responsibility for, and coordinate with the Ministry of Finance in researching, elaborating and promulgating the basic wages for managers under rank of company

6. To inspect, check, supervise implementation of this Circular and sum up situation of wages, remuneration and bonuses for managers of company and make periodical report to the Prime Minister.

Article 17. Responsibilities of the Ministry of Finance

1. To receive and manage the wages, remuneration and bonuses for financial controllers which are remitted by state economic corporations.

2. To formulate regulation and assess the extent of finishing tasks, pay wages, remunerations and bonuses for finance controllers at state economic corporations after consulting the Ministry of Labor - Invalids and Social Affairs.

3. To coordinate with the Ministry of Labor - Invalid and Social Affair in researching, elaborating and promulgating the criteria for company ranking as basis for grading wages, defining the basic wage for managers of company.

SECTION 5. IMPLEMENTATION PRVISIONS

Article 18. Effect

1. This Circular takes effect on October 25. 2013.

2. The Circular No. 27/2010/TT-BLDTBXH dated September 14, 2010 of the Ministry of Labor - Invalids and Social Affairs, guiding management of employees, wages, remuneration and bonuses in State-owned One-member limited liability companies; Circular No. 19/2007/TT-BLDTBXH dated October 04, 2007 of the Ministry of Labor - Invalid and Social Affair guiding implementation of Government’s Decree No. 141/2007/ND-CP dated September 05, 2007, providing for the wage regime applicable to State-owned mother company and subsidiary companies in economic groups; Circular No. 08/2005/TT-BLDTBXH dated January 05, 2005 of the Ministry of Labor - Invalid and Social Affair guiding implementation of Government’s Decree No. 207/2004/ND-CP dated December 14, 2004, providing for the wage, remuneration regime and liability regime  for members of Board of Directors, General Directors, Directors in state companies and previous regulations in contrary to provisions in this Circular shall cease to be effective on the effective date of this Circular.

3. The regimes specified in this Circular shall be applied from May 01, 2013. The fund of implementation wage in 2013 of the full-time managers shall be determined under 02 stages (from January 01 to April 30 and from May 01 to December 31) under guide at Annex No. I promulgated together with this Circular.

4. In addition to the fund of implementation wage calculated under formula (1), managers at some typical sectors may be enjoyed the safety reward fund as prescribed at Decision No. 234/2005/QD-TTg dated September 26, 2005, Decision No. 43/2012/QD-TTg dated October 12, 2012 of the Prime Minister and the guiding Circulars of the Ministry of Labor - Invalids and Social Affairs and the Ministry of Finance.

5. Companies may further perform the payment for shift meals for managers not exceeding 680,000 VND/person/month. The implementation of shift meals shall comply with guide in Circular No. 22/2008/TT-BLDTBXH dated October 15, 2008 of the Ministry of Labor - Invalids and Social Affairs, guiding implementation of regime on shift meal in state-owned companies.

Article 19. Application for other companies, organizations and representatives of state capital

1. The Mother Company – The Military Telecommunication Group shall further apply Government’s Decree No. 65/2011/ND-CP dated July 29, 2011, implementing pilot management of wages applicable to the Mother Company – The Military Telecommunication Group in period 2011-2013 and the Joint Circular No. 26/2011/TTLT-BLDTBXH-BQP dated November 12, 2011 of the Ministry of Labor - Invalid and Social Affair, the Ministry of National Defense to determine wages in 2013.

2. Organizations and units that are applying the wage regime like state-owned companies in the past or the State-owned One-member limited liability companies as prescribed by competent state agencies, One-member limited liability companies owned by Mother companies specified in Article 1 of this Circular shall manage employees, wages, bonuses for managers as prescribed in this Circular and other documents as prescribed by Government and the Prime Minister.

3. Persons who are assigned to act as representatives of contribution capitals in joint-stock companies, state contributed capitals, work under part-time regime, not participate full time in management and executive boards of companies in which state has shares, contribution capital, in case where they are paid remuneration and bonuses by such companies, after receiving these remuneration and bonuses, they must submit to owner to form the general fund, on that basis, the owner shall pay to representatives of capital in association with the extent of finishing the assigned task in principle as regulation applied to controllers at Clause 7 Article 7 of this Circular.

Article 20. Implementation responsibility

1. Ministers, heads of ministerial-level agencies and government attached agencies, chairpersons of provincial-level People’s Committees shall direct, urge, check, supervise companies to implement in accordance with this Circular.

2. Members Councils or presidents of mother companies of companies specified in Article 1 of this Circular shall, based on content involving management of employees, wages, bonuses in this Circular, organize management of labor, wages, bonuses for managers of One-member limited liability companies owned by mother companies.

3. Political organizations, socio-political organizations shall consider, decide on application of this Circular for managers of One-member limited liability companies owned by them.

4. Agencies and organizations that are representatives of state capital in companies having dominant shares, contribution capital of state shall direct representatives of capital to base on some contents specified in this Circular, participate in decision or propose to Board of directors, Members Council in order to decide on the wage, remuneration and bonus regime  for the manager in companies having dominant shares,  contribution capital of state in line with the actual conditions and ensure general management of State.

During the course of implementation, agencies, organizations, companies may report problems, difficulties to the Ministry of Labor - Invalid and Social Affairs for guiding and supplementing timely.

For the Minister

The Deputy Minister

Pham Minh Huan