Nghị định 106/2015/NĐ-CP về quản lý người đại diện phần vốn Nhà nước

DECREE
On managing representatives of State capital portions holding management titles at enterprises of which the State holds more than 50 percent of charter capital

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Law on Cadres and Civil Servants dated November 13, 2008;

Pursuant to the Law on Enterprises dated November 26, 2014;

Pursuant to the Law on management and use of State capital invested in production and business of enterprises dated November 26, 2014;

At the proposal of the Minister of Home Affairs,

The Government issues a Decree managingrepresentatives of State capital portions holding management titles at enterprises of which the State holds more than 50 percent of charter capital.

Chapter I 
GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree specifies the decentralization of decision-making powers; pluralism and number; evaluation; appointment, re-appointment and dismissal; commendation and discipline; nomination for election, dismissal, appointment; resignation, retirement and management of personnel records for representatives of State capital portions holding management titles at enterprises of which the State holds more than 50 percent of charter capital.

Article 2. Subjects of application

1. Representatives of State capital portions to be elected or appointed to hold managerial titles at enterprises of which the State holds more than 50 percent of charter capital and the Ministries, ministerial-level agencies or Government-attached agencies (hereinafter collectively referred to as branch-managing ministries), People s Committees of provinces and municipalities (hereinafter collectively referred to as provincial-level People s Committees) own the capital investment in economic groups and corporations, State-owned enterprises after equitization; multi-member limited liability companies (hereinafter collectively referred to as groups, corporations, companies) shall include: 

a) Chairperson of the Board of Directors;

b) Chairperson of the Board of Members;

c) Members of the Board of Directors;

d) General Director;

d) Deputy General Director;

e) Director;

g) Deputy Director.

The representatives of State capital portions specified in this Clause shall be collectively referred to as representatives.

2. State agencies, organizations and individuals involved in managing representatives of State capital portions at enterprises. 

Article 3. Interpretation of terms

In this Decree, the following terms are construed as follows:

1. A representative of the State capital portion is a person appointed by the owner to represent the whole or a part of the State s contributed capital at a group, corporation or company to exercise all or a number of rights, responsibilities and obligations of State shareholders or capital-contributing members in groups, corporations and companies in accordance with law provisions. 

2. A representative appointment decision is a document of the owner designating or assigning the representative to exercise the rights of shareholders or capital-contributing members at the groups, corporations and companies. 

3. The age of representative nomination is the age calculated from the date of birth to the date of representative appointment approved by competent authorities. 

4. Advisory agencies of Organization and Personnel include:

a) Departments of Organization and Personnel of the branch-managing ministries;

b) Departments of Home Affairs of the provincial-level People s Committees.

Chapter II 
COMPETENCE TO DECIDE THE REPRESENTATIVE MANAGEMENT CONTENTS

Article 4. Competence of branch-managing ministries

1. Deciding to appoint or re-appoint representatives to elect or propose to dismiss the following titles of representatives: 

a) Chairpersons and members of the Board of Directors of groups or corporations;

b) Chairpersons and members of theBoard of Directorsor the Presidents of companies.

2. Deciding to appoint or re-appoint representatives to appoint or propose to dismiss the following titles: 

a) General Directors, deputy general directors of groups and corporations;

b) Directors, Deputy Directors of companies.

3. Deciding on commendation, discipline, resignation and retirement for representatives holding the following titles:

a) Chairpersons, members of the Board of Directors, General Directors, Deputy General Directors of groups and corporations;

b) Chairpersons, members of the Board of Directors or Presidents, Directors, Deputy Directors of companies.

Article 5. Competence of provincial-level People s Committees

1. Deciding to appoint or re-appoint representatives to elect or propose to dismiss the following titles of representatives:

a) Chairperson and members of the Managing Board of corporations; 

b) Chairpersons and members of the Board of Directors or the Presidents of companies.

2. Deciding to appoint or re-appoint representatives to appoint or propose to dismiss the following titles:

a) General Directors, deputy general directors of corporations;

b) Directors, Deputy Directors of companies.

3. Deciding on commendation, discipline, resignation and retirement for representatives holding the following titles:

a) Chairpersons, members of the Board of Directors, General Directors, Deputy General Directors of corporations;

b) Chairpersons, members of the Board of Directors or Presidents, Directors, Deputy Directors of companies.

Chapter III 
PROVISIONS ON PLURALISM OF REPRESENTATIVES AND NUMBER OF REPRESENTATIVESRECOMMENDED TO ELECT AS MEMBERS OF THE BOARD OF DIRECTORS AND TO APPOINT AS THE DEPUTY GENERAL DIRECTORS AND DEPUTY DIRECTORS

Article 6. Regulations on pluralism of representatives

1. Not being officials, civil servants and public employees.

In case cadres, civil servants and public employees are appointed as representatives, there shall be decisions on job transfer or deployment (for cadres and civil servants) or termination of employment contracts (for public employees).

2. Not concurrently acting as representatives of other groups, corporations or companies owned by a branch-managing ministries or provincial-level People s Committees.

3. Not assigning or re-authorizing other representatives to vote on their behalf or to decide on contents assigned by their owners. 

4. Chairpersons of the Board of Directors shall not concurrently act as General Directors.

5. Chairpersons of the Board of Members shall not concurrently act as General Directors.

Article 7. Regulations on number of representatives recommended to elect as members of the board of directors and to appoint as the Deputy General Directors and Deputy Directors

Owners, based on their ratio of capital contribution, shall appoint a number of representatives to elect as members of the board of directors and to appoint as the Deputy General Directors and Deputy Directors.

Chapter IV 
EVALUATION OF REPRESENTATIVES

Article 8. Bases for evaluation

Evaluation bases include:

1. Rights and responsibilities of the representatives in accordance with law provisions;

2. Annual programs and work plans approved by the owners.

Article 9. Time for evaluation

The evaluation of representatives shall be conducted annually right after the groups, corporations and companies publicize their annual financial reports in accordance with law provisions and before the process of election, re-election, commendation and discipline of the representatives.

Article 10. Competence for evaluation and responsibilities of assessors

1. The owners shall directly evaluate the representative in accordance with the provisions of Article 4 and Article 5 of this Decree and take responsibilities for their evaluation.

2. The results of classification and evaluation shall be notified in writing to the representatives and kept with the records of the representatives.

Article 11. Contents of evaluation

1. The results of task-performance according to annual programs or plans or terms approved by the owners, including: 

a) Results and the efficiency of production and business activities of groups, corporations and companies; 

b) The compliance and observance of the representatives with the undertakings, resolutions and instructions of the owners. 

2. The observance of the guidelines, undertakings and policies of the Party and the laws of the State as well as law provisions on anti-corruption; the practice of thrift and the fight against wastefulness; rules and regulations of the groups, corporations and companies. 

3. Political qualities, ethics, lifestyle and working styles.

Article 12. Classification of evaluation

Representatives shall be evaluated annually and classified into 03 levels: Excellently fulfill the tasks, successfully fulfill the tasks and Fail to fulfill the tasks.

Article 13.Criteria for being evaluated as excellently fulfill the tasks

Representatives shall be evaluated as excellently fulfill the tasks when all of the following criteria are met:

1. Fulfilling the assigned tasks in the annual programs and work plans, ensuring the punctuality and quality of the work; 

2. Being always exemplary, well observing the guidelines, undertakings and policies of the Party and laws of the State as well as law provisions on anti-corruption; the practice of thrift and the fight against wastefulness; discipline; rules and regulations of groups, corporations and companies;

3. Having good political and moral qualities; leading a healthy lifestyle; having standardized working styles. 

Article 14.Criteria for being evaluated as successfully fulfill the tasks

Representatives shall be evaluated to as successfully fulfill the tasks when all of the following criteria are met:

1. Criteria specified in Clause 2 and Clause 3, Article 13 of this Decree;

2. Fulfilling at least 70 percent of the assigned tasks in the annual programs and work plans, except for case of failure due to objective reasons. 

Article 15. Criteria for being evaluatedas Fail to fulfill the tasks

Representatives shall be evaluated as Fail to fulfill the tasks when violating one of the following criteria:

1. Fulfilling less than 70 percent of the assigned tasks in the annual programs and work plans; 

2. Failing to perform or violating the guidelines, undertakings and policies of the Party and the laws of the State as well as law provisions on anti-corruption; the practice of thrift and the fight against wastefulness, being handled by competent authorities according to law provisions; 

3. Violating the discipline; rules and regulations of groups, corporations and companies. 

Article 16. Order and procedures of evaluation

1. The representatives shall write their self-evaluation considering the evaluation contents and criteria, classify themselves into levels of task-fulfillment as specified in Articles 11, 12, 13, 14 and 15 of this Decree and send them to the owners. 

2. The owners shall consult in writing with the Board of Directors and the Board of Members on the self-evaluation of representatives. 

3. The advisory agencies of personnel and organization shall summarize the opinions of the Board of Directors, the Board of Members and report them to the owners. 

4. Based on the self-evaluation of the representatives and the opinions of the Board of Directors and the Board of Members, the owners shall decide the evaluation and classification of representatives as: Excellently fulfill the tasks, successfully fulfill the tasks or Fail to fulfill the tasks. 

Chapter V 
APPOINTMENT, RE-APPOINTMENT, DISMISSAL, COMMENDATION AND DISCIPLINE OF REPRESENTATIVES

Section 1 
APPOINTMENT AND RE-APPOINTMENT OF REPRESENTATIVES

Article 17. Terms and time for calculating a term of representation

1. The term of representation shall be determined according to the term of the management titles currently held by the representatives. 

a) In case of change of management titles due to change of names of the enterprises, the terms for representation shall start from the date of representative appointment as the former titles (the former names of the enterprises). 

b) In case the representatives are appointed to elect and appoint as management titles in mid-term of such titles, the terms of representation shall be the remaining time of such terms. 

2. The time to calculate the term of representation is the day the representative is elected, appointed to hold the managerial wish. 

Article 18. Conditions of representatives

1. Satisfying the common standards of the Party and the State and the criteria of the titles expected to be appointed by the competent authorities. 

2. Having enough personal records which are appraised, verified and certified by competent authorities. 

3. In the age of representative appointment

a) The representatives appointed as representatives shall be old enough (in months) to serve 01 specified term of management titles.

b) In case the representatives, due to their work needs, are terminated their current representative titles by the owners and appointed as representatives in other groups, corporations or companies under the ownership of such owners, the age of representative appointment shall not be accordance with the provisions at Point a of this Clause. 

c) In case after 01 year from the date of being evaluated as Fail to fulfill the tasks by the owners or from the effective date of the disciplinary or dismissal decisions, if the representatives are continue to be considered for appointment, in addition to the age requirement, they shall fully meet the other conditions of representatives.

4. Being physically fit to fulfill the assigned tasks, certified by the competent health agencies. The time from the date of health certification to the date of submission of records to the advisory agencies of personnel and organization shall not exceed 6 months.

5. Not falling into cases banned from holding titles in accordance with law provisions.

6. Not being in the time of discipline, investigation, prosecution or trial. 

Article 19. Procedures for representative appointment

1. Based on the value of the State capital, the size of the groups, corporations and companies and the conditions and criteria of representative, the advisory agencies on personnel and organization shall propose to the owners the specific policies, number, structure, human resources and personnel expected to be appointed as representatives, including the following information: full name; date of birth; hometown; date of joining the Party; professional qualifications; Political qualifications; English proficiency; positions currently held; current agencies and units.

2. The owners shall approvethe specific number, structure, human resources and personnel expected to appoint as representatives.

3. Within 30 days from the date of approval of the specific number, structure, human resources and personnel expected to appoint as representatives, the owners shall organize meetings so that the personnel expected to be appointed as representatives can directly present with the owner about their measures plans and commitments to comply with the guidelines, resolutions and instructions of the owner and the performance of the roles, responsibilities and obligations of the representatives during their terms of office.

4. The owners shall collect written opinions of the Party committees at the same level about specific personnel expected to be appointed as representatives.

5. The owners shall consider and solve the arising problems (if any); discuss the opinions of the Party committees; and make decisions.

Article 20. Re-appointment of representatives

1. 03 months before the expiration of the representative terms, the owners shall consider re-appointing or not re-appointing the representatives. In case the representatives are not allowed to be re-appointed, the owners shall arrange other positions for them with the regimes and policies according to law provisions.

2. The representatives shall not be appointed as representatives in groups, corporations and companies for more than 02 consecutive terms.

3. Conditions for re-nominating representatives

a) Meeting all conditions specified in Clause 1, 2, 4, 5, 6 and Points a and b, Clause 3, Article 18 of this Decree; 

b) Being evaluated as excellently fulfill the tasks for 03 consecutive years before being re-appointed. 

4. In special cases, based on the nature of each case, the owners shall consider re-appointing their representatives who have at least two-thirds of their terms of the representation (to the date of retirement according to law provisions). 

5. The procedures for re-appointing representatives shall comply with the provisions of Clauses 4 and 5, Article 19 of this Decree. 

Article 21. Records of appointment and re-appointment of representatives

1. A record of appointment of a representative shall comprise: 

a) The report of the advisory agencies of the personnel and organization and written approval of the owners; 

b) Curriculum vitae (Seeing Form 2C-BNV/2008 issued with Decision No.02/2008/QD-BNV dated October 6, 2008 by the Minister of Home Affair. The time from the date of declaration of curriculum vitae to the date of appointment as representatives by the competent authorities shall not be over 6 months) certified by competent authorities; 

c) Self-evaluation of the representatives;

d) Evaluation of the owners;

d) Conclusions of examination, inspection and settlement of complaints and denunciations and other relevant documents (if any);

e) Copies of diplomas and certificates of education and professional qualifications; 

g) A certificate of fitness to fulfill the assigned tasks;

h) A asset declaration (filling in a set form);

i) A review of the Party committees or grassroots-level authorities where the personnel reside regularly on the law observance of the personnel and their families at the residence;

k) The measures plan and the commitment to comply with the guidelines, resolutions and instructions of the owners and the performance of the roles, responsibilities and obligations of the representatives approved by the owners.

2. A record of re-appointment of a representative shall comprise:

a) A report of the advisory agencies of organization and personnel and written approval of the owners;

b) Curriculum vitae, diplomas, certificates, additional asset declaration (if any); 

c) Self-evaluation and evaluation;

d) Evaluation of the term of representation for the owners.

Section 2 
DISMISSAL OF REPRESENTATIVES

Article 22. Conditions for dismissal

1. The dismissal of representatives shall be made in one of the following cases: 

a) The representatives resign as representatives when their terms of office do no expired, which is approved by the owners;

b) The representatives transfer to other jobs under decisions of competent authorities;

c) The representatives reach retirement age;

d) The owners have no capital in the groups, corporations and companies;

d) In 02 consecutive years of the term of office, the representatives are evaluated and classified as fail to fulfill the tasks;

f) The representatives violate the moral qualities, or the regulations on prohibited activities of Party members (for representatives who are Party members;

g) Cases specified in other relevant legal documents.

2. After dismissing representatives, the owners shall have to assign them with other tasks with regimes and policies according to law provisions. 

Article 23. Procedures of dismissal

1. Considering the cases of dismissal specified in Clause 1, Article 22 of this Decree, the advisory agencies of organization and personnel shall: 

a) Propose the dismissal plans to the owners for consideration and decision;

b) Prepare the records, each of which includes curriculum vitae; a written request for dismissal of the advisory agencies of organization and personnel; self-evaluation of the representative. 

2. Owners then shall consider and make decisions.

Section 3
COMMENDATION AND DISCIPLINE OF REPRESENTATIVE

Article 24. Commendation

The representatives with outstanding achievements or great dedication shall be commended and rewarded in accordance with law provisions on emulation and commendation.

Article 25. Principles of handling violations

1. Having the objective, fair, strict and lawful manner.

2. Only applying one disciplinary measure for each act of law violation. If the representatives have committed several acts of law violation, they shall be disciplined for each act of law violation andthe disciplinary measures applied for them shall be more severe (1 level higher) than the disciplinary measures which should have been applied for their most serious violations, except for the disciplinary measure of dismissal.

3. In case the representatives continue to commit acts of law violation in the time of discipline, they shall be applied with the following disciplinary measures:

a)The acts of law violation whose disciplinary measures are less severe or equal to the disciplinary measures currently applied to the representatives shall be applied with more severe disciplinary measures (1 level higher) than those currently applied to the representatives;

b) The acts of law violation whose disciplinary measures are more severe than the disciplinary measures currently applied to the representatives shall be applied with more severe disciplinary measures (1 level higher) than the new disciplinary measures.

The decisions on the current disciplinary measures shall be annulled from the effective date of the decisions on the disciplinary measures for the newly committed acts of law violation.

4. The progressive attitudes and proactive remediation of the consequences of the representatives who commit acts of law violation shall be factors to consider aggravating or mitigating when applying the disciplinary measures. 

5. The time when the disciplinary measures have not been considered being applied to representatives in the cases specified in Clause 1, Article 31 of this Decree shall not consider as the terms of discipline. 

6. Abuses of the body, honor and dignity of the representatives in the disciplinary process shall be prohibited.

Article 26. Prescription and terms of disciplinary measures

1. Prescription for disciplinary measures

a) The prescription for disciplinary measures is 24 months from the date the representatives commit acts of law violation to the date the owners issue written notices of disciplinary consideration.

b) When the acts of law violation of the representatives are detected, the owners shall issue written notices of disciplinary consideration. The notices shall clearly state the date the representatives commit acts of law violation, the date of detection and terms of discipline.

2. Terms for disciplinary measures

a) The maximum terms for disciplinary measures are 02 months from the date the representatives commit acts of law violation to the date the owners issue written notices of disciplinary consideration.

b) If the cases involve many people with exhibits and evidences in need of verification or other complicated circumstances, the owners shall issue decisions to extend the terms for disciplinary measures in accordance with Clause 2, Article 80 of the Law on Cadres and Civil Servants.

Article 27. Disciplinary measures

Disciplinary measures include reprimand, warning, forced dismissal.

Article 28. Reprimand

The disciplinary measure of reprimand shall be applied to representatives who commit one of the following acts of law violation:

1. First-time violation of failing to perform their assigned tasks without plausible reasons; 

2. Abusing their positions and powers to use capital and assets of groups, corporations, companies to make profits for themselves and others; 

3. Violating the charters of groups, corporations and companies, making decisions beyond their competence, abusing positions and powers to cause consequences to groups, corporations, companies and the State; 

4. Violating law provisions on anti-corruption; the practice of thrift and the fight against wastefulness; labor discipline; gender equality; prevention and control of prostitution and other relevant law provisions. 

Article 29. Warning

The disciplinary measure of warning shall be applied to representatives who commit one of the following acts of law violation:

1. Using unlawful documents to be appointed as representatives; issuing or certifying lawful documents for unqualified persons; 

2. Using information and documents of groups, corporations and companies for self-seeking purposes; 

3. Causing losses of State capital;

4. Two or more times dishonestly reporting on the financial situation of groups, corporations, companies or 01 time but seriously deviating from the financial situation of the enterprise; 

5. Seriously violating law provisions on anti-corruption; the practice of thrift and the fight against wastefulness; labor discipline; gender equality; prevention and control of prostitution and other relevant law provisions. 

Article 30. Forced dismissal

The disciplinary measure of forced dismissal shall be applied representatives who commit one of the following acts of law violation:

1. Being sentenced to imprisonment without suspended sentences; 

2. Drug addiction certified by competent health agencies;

3. Seriously violating the regimes of financial management, accounting, auditing and other regimes, concluded by courts or competent agencies; 

4. Making decisions and directing the groups, corporations and companies, which causes losses of State capital and serious consequences; 

5. Particularly serious violations of law provisions on anti-corruption; the practice of thrift and the fight against wastefulness; labor discipline; prevention and control of prostitution and other relevant law provisions. 

Article 31. The cases of disciplinary non-consideration and disciplinary exemption.

1. Cases of disciplinary non-consideration: 

a) The representatives on annual leaves, leaves according to the regimes, private leaves permitted by the competent authorities according to law provisions.

b) The representatives undergoing medical treatment by competent health agencies.

c) The female representatives during pregnancy and maternity leaves, or nursing children under 12 months.

d) The representatives being held in custody or under temporary detention waiting for the conclusion of the competent authorities on investigation, execution and trail of law violations.

2. Cases of disciplinary exemption

a) Being certified by State competent agencies as incapacitation of civil acts. 

b) Complying with decisions of superior authorities as specified in Clause 5 Article 9 of the Law on Cadres and Civil Servants.

c) Being certified by competent agencies as law violations in force majeure circumstances of task performance.

Article 32. Disciplinary Councils

1. Establishment of the Disciplinary Councils

The authorized owners defined in Article 4 and Article 5 of this Decree shall decide the establishment of Disciplinary Councils to advise on the application of disciplinary measures to representatives who commit acts of law violation, except for cases as specified in Clause 2 of this Article.

2. Cases of not establishing Disciplinary Councils

a) The representatives who commit acts of law violation and are imprisoned without suspended sentences.

b) The representatives who are considered for disciplinary measures at the conclusions on acts of law violation and the proposals of disciplinary measures by the competent authorities.

3. Organization of meetings to review the representatives who commit acts of law violation

The organization of meetings to review the cases of establishing Disciplinary Councils and not establishing Disciplinary Councils as specified in Clause 1 and Clause 2 of this Article shall be conducted as follows:

a) The heads or deputy heads of competent authorities shall take responsibilities for organizing meetings to review and deciding on the participants of the meetings;

b) The representatives who commit acts of law violation shall conduct self-criticism, explain their acts of violation and recommend the disciplinary measures for themselves. The self-criticism reports shall be sent to the competent authorities in at least 05 working days before the date of review.

In cases the representatives who commit acts of illegal do not conduct self-criticism or are absentdespite of being summoned 02 times without plausible reasons, if they continue to be absent for the third time despite of being summoned, the review meeting shall be conducted with their absence;

c) The contents of the review meetings: the reviewed persons shall state their self-criticism, the participants shall then discuss and offer their opinions, the host and the participants shall ballot for the recommendation of disciplinary measures.

The contents of the meetings to review the representatives who commit acts of law violations specified in this Article shall be recorded in writing. The minutes of the review meetings shall include the recommendation for disciplinary measures against the representatives who commit acts of law violation. Within 05 working days from the end of the review meetings, the minutes shall be sent to the Chairpersons of the Disciplinary Councils in case of establishing of the Disciplinary Councils or competent persons in charge of discipline in case of not establishing Disciplinary Councils for consideration in accordance with their competence.

Article 33. Members of Disciplinary Councils

1. Each Disciplinary Council shall have 05 members, including:

a) A Chairperson of the Council who is the representative of the owner;

b) A Council member who is the representative of the Party committee at the same level of the owner;

c) A Council member who is the representative of the State capital portions in groups, corporations or companies whose representative is considered for disciplinary treatment. This Council member shall be appointed by the representative of the group of representatives of groups, corporations or companies;

d) A Council member who is representative of the Trade Union’s Executive Committee of groups, corporations or companies whose representative is considered for disciplinary treatment; 

d) A member cum Secretary of the Council who is in charge of the advisory agencies of organization and personnel.

2. Family members, including fathers, mothers and lawful children; spouses; siblings; brothers-in-law; sisters-in-law or persons involved in acts of law violation of the representatives who are considered for disciplinary treatment, shall not be appointed to join the Discipline Councils.

Article 34. The working principles of the Disciplinary Councils

1. Disciplinary Councils shall meet when there is the participation of at least 03 members, including the Chairpersons and Secretaries of the Councils. Disciplinary Councils shall propose to apply disciplinary measures in the form of secret ballot with results of over 50 percent of approval by participating members.

In case the Disciplinary Councils have only 04 participants and in the secret ballot, the application of disciplinary measures is approved by 02 participants including Chairperson, the results shall be based on the opinions of the Chairperson.

2. The meetings of Disciplinary Councils shall be recorded in writing with the opinions of the participating members and the results of the secret ballots for application of disciplinary measures. 

3. The Disciplinary Councils shall dissolve themselves after completing their missions.

Article 35. The order and procedures for disciplinary treatment

1. Organizing a meeting of the Disciplinary Council

a) Preparation:

- At least 07 working days before the meeting of the Disciplinary Councils, the summonses shall be sent to the representative who commit acts of law violation. The representatives who are absent shall have plausible reasons. In case the representatives who have committed acts of law violation despite of being summoned 02 times without plausible reasons, if they continue to be absent for the third time despite of being summoned, the Disciplinary Councils shall still consider and propose the disciplinary measures with their absence;

- The Disciplinary Council shall invite additional representatives of political and political-social organizations where the representative has committed acts of law violation. Invited persons shall speak up and propose disciplinary measures but shall not attend the secret ballot;

- The Council member cum Secretary of Disciplinary Council shall take responsibilities for preparing documents and records related to disciplinary measures as well as recording minutes of the meeting of the Disciplinary Council;

- A disciplinary record submitted to the Disciplinary Council shall include: Self-criticism statement, curriculum vitae, minutes of review meeting of groups, corporations or companies where the representative has committed acts of law violation and other relevant documents. 

b) Order of each meeting:

- The Chairperson of Disciplinary Council declares the reasons and introduces participants; 

- The Council member cum Secretary of Disciplinary Council reads out loud the record of the representative committing acts of law violations and other relevant documents; 

- The representative committing acts of law violation states the self-criticism. If the representative is absent, the Secretary of the Disciplinary Council shall read it. If the representative does not conduct self-criticism, the Disciplinary Council shall conduct the remaining steps of the meeting as specified in this Clause; 

- The Council member cum Secretary of Disciplinary Council reads the minutes of the review meeting;

- The members of the Disciplinary Council and participants of the meeting express their opinions;

- The representative committing acts of law violation expresses the opinions. If the representative does not express the opinions or is absent, the Disciplinary Council shall conduct the remaining steps of the meeting as specified in this Clause; 

- The Disciplinary Council cast secret ballot for disciplinary measures;

- The Chairperson of the Disciplinary Council announces the results of the secret ballot and approves the meeting minutes; 

- The Chairperson and the Secretary of Discipline Council sign the meeting minutes.

In case many representatives in the same group, corporation or company have committed acts of law violation, the Discipline Council shall conduct disciplinary review for each representative.

2. Disciplinary decision

a) Order of disciplinary decision:

- Within 05 working days from the closing date of a meeting, the Disciplinary Council shall propose in writing the disciplinary measures (enclosed with the minutes and disciplinary records) and send it to the competent disciplinary authorities specified in Articles 4 and 5 of this Decree;

- Within 15 working days after receiving the written proposal of the Disciplinary Council in case of establishing Disciplinary Councils or the minutes of review meetings as specified in Clause 3, Article 32 of this Decree in case of not establishing Disciplinary Councils, the competent persons in charge of discipline shall issue a disciplinary decision or conclude that the representative have not committed acts of law violation;

- In case of complicated circumstances, the competent disciplinary agencies shall decide to extend the terms of discipline according to the provisions of Point b, Clause 2, Article 26 of this Decree and take responsibility for their decisions.

b) The disciplinary decisions shall specify the effective date of such decisions;

c) After 12 months from the effective date of the disciplinary decisions, if the representatives do not continue to commit acts of law violation which require disciplinary measures, the disciplinary decisions shall be invalidated without any document on their termination.

Article 36. Complaints

The disciplinary representatives shall have the rights to appeal disciplinary decisions in accordance with law provisions on complaints.

Article 37. Disciplinary records

1. The disciplinary record of each representative shall include: a report of the Disciplinary Council sent to the competent authorities for disciplinary consideration; self-criticism statement; minutes of self-criticism meetings; denunciations, inspection conclusions and other relevant documents; minutes of the Disciplinary Council and the disciplinary decision.

2. Disciplinary records shall be kept with personal records. Disciplinary decisions shall be recorded in the profiles of the disciplined persons.

Article 38. Responsibility for compensation and repayment of the representatives

The representative who commits acts of law violation causing damage to the State, groups, corporations and companies shall have to compensate and repay according to law provisions.

Chapter VI
NOMINATION FOR ELECTION, PROPOSAL FOR DISMISSAL OF MEMBERS OF THE BOARD OF DIRECTORS, CHAIRPERSONS OF THE BOARD OF DIRECTORS, CHAIRPERSONS OF MEMBERS OF THE BOARD OF MEMBERS WHO RESIGN OR RETIRE AND MANAGEMENT OF THE RECORDS OF REPRESENTATIVES

Article 39. Nomination for election, proposal for dismissal of members of the Board of Directors, Chairpersons of the Board of Directors, Chairpersons of the Board of Members

The owners shall decide in writing the following contents:

1. Nomination of representatives for groups, corporations and companies for election; Proposal fordismissal of representativesholding the titles: members of the Board of Directors, Chairpersons of the Board of Directors, Chairpersons of the Board of Members.

2. Authorization for representatives to discuss, vote and make decisions at the General Meeting of Shareholders or meetings of the Board of Directors or Board of Members in accordance with law provisions to elect or propose dismissal of representatives holding titles: members of the Board of Directors, Chairpersons of the Board of Directors, Chairpersons of the Board of Members

Article 40. Resignation

1. Representative shall be allowed to resign in the following cases:

a) Due to organizational arrangements;

b) Upon their requests approved by the owners;

c) According to Clause 4 of this Article.

2. The representatives who wishes to resign shall send application to the owners for consideration and decision. Within 90 days after receiving the applications, the owners shall respond in writing. If the owners do not approve the resignation, they shall clearly state the reasons as specified in paragraph 3 of Article of this. 

In case the owners do not approved the resignation, but the representatives still resign from their titles, they shall not be entitled to the resignation regime.

3. No resignation of representatives shall be approved in the following cases: 

a) The representatives who are being disciplined or prosecuted; 

b) The female representatives who are pregnant or having children under 36 months, except for the resignation at their requests; 

c) Not yet paying the money and properties of individual responsibilities to groups, corporations, companies;

4. In case the representatives have 02 consecutive years of failing to fulfill the tasks due to the implausible reasons for the owners, the owners shall arrange other tasks or approve the resignation according to law provisions. 

5. The resigned representatives shall receive resignation allowance as defined in Article 5 and Article 6 of Decree No.46/2010/ND-CP dated April 27, 2010 of the Government providing regulations on resignation and retirement process for civil servants.

6. Funding for implementation of the resignation regimes for representatives are spent by the groups, corporations and companies. 

Article 41. Retirement

The representatives shall be entitled to the retirement regimes in accordance with law provisions on Social Insurance. Retirement procedures for representatives shall comply with Articles 9, 10 and 11 of the Government s Decree No.46/2010/ND-CP dated April 27, 2010 providing regulations on resignation and retirement process for civil servants.

Article 42. Management of records

1. The compilation, keeping and management of personal records of representatives shall be conducted as those of public servants according to management decentralization. 

2. Annually, groups, corporations and companies shall conduct statistics, supplement the records of representatives according to law provisions on public employees and report to their owners.

Chapter VII 
PROVISIONS OF IMPLEMENTATION

Article 43. Enforceability validity

1. This Decree takes effect on December 1, 2015. 

2. Decree No.66/201 l/ND-CP dated August 1, 2011 of the Government stipulating the application of the Law on Cadres and Civil Servants to leadership and management titles of State-owned one-member limited liability companies and persons appointed as representatives of the State capital portions at enterprises with the State contributed capital. 

Article 44. Guidelines for implementation

1. The Ministry of Home Affairs shall provide guidelines on the responsibilities of the representatives for compensation and repayment according to the provisions of Article 38 of this Decree.

2. The Ministry of Defense and the Ministry of Public Security shall stipulate the management of the representatives of State capital portions at the enterprises of which the State holds more than 50 percent of charter capital owned by the Ministry of Defense and the Ministry of Public Security. 

3. The branch-managing ministries, the provincial-level People s Committee shall stipulate the management of the representatives of State capital portions at the enterprises of which the State holds more than 50 percent of charter capital owned by branch-managing ministries and provincial-level People s Committees. 

4. Groups, corporations and companies shall stipulate the management of representatives of their capital portions at enterprises owned by such groups, corporations and companies. 

Article 45. Responsibilities of implementation

1. Ministry of Home Affairs shall take responsibilities for guiding, inspecting and reporting to the Prime Minister on the implementation of this Decree.

2. Heads of ministerial-level agencies, heads of government, chairpersons of People s Committees of provinces and municipalities, Chairpersons of the Board of Directors and Chairpersons of the Board of Members of groups, corporations and companies of which the State holds more than 50 percent of charter capital shall take the responsibility for the implementation of this Decree.