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THE
PRIME MINISTER OF GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No.148/2006/QD-TTg
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Hanoi,
June 22, 2006
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DECISION
ON FORMING THE
PARENT COMPANY – VIETNAM ELECTRICITY GROUP
THE PRIME MINISTER
Pursuant to the Law on Organization of the
Government dated December 25, 2001;
Pursuant to the Law on State Enterprises dated November 26, 2003;
Pursuant to the Law on Enterprises dated November 29, 2005;
Pursuant to Decree No. 153/2004/ND-CP dated August 9, 2004 of the Government on
the organization and management of the State corporations and the
transformation of the State corporations and independent State companies into
ones operating after the parent - subsidiary company model;
Pursuant to Decision No. 147/2006/QD-TTg dated June 22, 2006 of the Prime
Minister on approving the Scheme on experimentally forming the Vietnam
Electricity Group.
Considering the proposal of the Management Board of the Vietnam Electricity
Corporation,
DECIDES:
Article 1.
To form the parent company – Vietnam Electricity
Group (hereinafter referred to as Vietnam Electricity) on the basis of
reorganizing the management and execution agencies and a number of dependent
accounting units of the Vietnam Electricity Corporation as follows:
1. The Vietnam Electricity Group shall be a
State company with its owned legal status, seal and logo, charter on
organization and operation; be allowed to open its account at the State
Treasury and banks in accordance with the provisions of law; do business
independently and have responsibility to inherit the powers, legitimate rights
and obligations of the Vietnam Electricity Corporation.
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The international transaction name: Vietnam
Electricity, the abbreviate name: EVN.
3. The head office: 18 Tran Nguyen Han, Hoan
Kiem District, Hanoi city.
4. The charter capital of the Vietnam
Electricity Group shall be the capital owned by the Vietnam Electricity
Corporation at the time of January 1, 2006 after auditing.
5. Business lines of the Vietnam Electricity
Group:
- Electricity industry: manufacturing,
transmitting, distributing and doing business in electricity;
- Surveying, designing, construction consulting,
assembling and maintaining electrical works, industrial and civil works,
informatics technology and communications works;
- Manufacturing, repairing, testing electrical
equipment and accessories, building components of concrete steel and supplying
electrical materials and equipment;
- Exploring non-ore materials;
- Manufacturing construction materials,
insulating materials and labor protecting equipment;
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- Water and land transportation in service of
the trading and manufacturing activities;
- Doing business in hotels and tourism;
- Manufacturing consumer goods and beverage;
- Cooperating with foreign countries in training
laborers;
- Trading in services of: public communications
and Internet (domestic and international); pivot communications, broadcasting
and advertising;
- Trading in services related to informatics
technology (studying, developing, consulting and training) domestically and
abroad;
- Manufacturing, importing and exporting,
supplying informatics technology and communication materials and equipment;
- Trading in real estate and office leasing;
- Conducting financial investment and trading in
capital domestically and abroad;
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- Training human resources to meet the
development demand of electric, communications, finance and bank industries;
- Other services according to the provisions of
law.
6. The operation and management apparatuses of
the Vietnam Electricity Group:
a) The Management Board of the Vietnam
Electricity Group shall be the direct representative of the State’s owner in
the Group, and be composed of 9 members (maximum), of which the chairman of the
Management Board and the head of the Control Board shall be the full time
members. Members of the Management Board shall be appointed by the Prime
Minister at the proposal of the Minister Industry;
b) The members of the Control Board shall be
appointed by the Management Board of the Vietnam Electricity Group, and be
composed of 05 members (maximum), of which the head of the Control Board shall
be the member of the Management Board;
c) The General Director of the Vietnam
Electricity Group shall be appointed or signed contract by the Management Board
of the Group after obtaining the approval of the Prime Minister;
d) The General Director shall be assisted by the
deputy general directors and the chief accountant appointed by the Management
Board of the Vietnam Electricity Group at the proposal of the General Director.
e) The Management Board and the General Director
of the Vietnam Electricity Group shall be assisted by the Office and advising
apparatuses.
7. The relationship between the parent company –
Vietnam Electricity Group with the state owner, subsidiary and associated
companies shall be according to the provisions of law and stipulations in the
Regulation on organization and operation of the Vietnam Electricity Group.
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a) The Prime Minister shall decide:
- To approve the targets, strategies, long-term
plans and business lines for the Vietnam Electricity Group at the proposals of
the Management Board of the Vietnam Electricity Group and according to opinions
of the Ministry of Industry and the Ministry of Planning and Investment;
- To approve the Charter, amendments and
supplements of the Charter of the Vietnam Electricity Group at the proposal of
the Management Board of the Vietnam Electricity Group and according to opinions
of the ministries of Industry, Finance, Planning and Investment;
- To reorganize, dissolve and diversify the
ownership of the Vietnam Electricity Group on the proposal of the Management
Board of the Vietnam Electricity Group and according to opinions of the
ministries of Industry, Finance, Planning and Investment;
- To appoint the Chairman and the members of the
Management Board of the Vietnam Electricity Group at the proposals of the
Minister of Industry and the appraisal of the Ministry of Security;
- To approve the appointment or contract
signature with the General Director of the Vietnam Electricity Group at the
proposals of the Management Board of the Vietnam Electricity Group, according
to opinions of the Ministry of Industry and the appraisal of the Ministry of
Security;
- To approve the project on new establishment of
the enterprises, 100% of their charter capital invested by the Vietnam
Electricity Group; the reorganization, ownership transformation, dissolvent and
bankruptcy of the member enterprises of the Vietnam Electricity Group; the
acceptance of new members of the Vietnam Electricity Group;
- To approve the investment projects of the
Vietnam Electricity Group, the projects invested out of the Vietnam Electricity
Group under the decision of the Prime Minister according to the provisions of
law on investment;
- To decide on the capital investment to form
the charter capital and adjust the charter capital during the operation process
of the Vietnam Electricity Group according to the proposals of the Management
Board of the Vietnam Electricity Group and according to opinions of the
ministries of Industry, Finance, Planning and Investment.
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- To submit the decision on appointment of the
Chairman and the members of the Management Board of the Vietnam Electricity
Group to the Prime Minister;
- To deliver opinions to the Prime Minister when
the Management Board of the Vietnam Electricity Group reports to the Prime
Minister on:
+ Targets, strategies, long-term plans and
business lines of the Vietnam Electricity Group;
+ Regulation, approval on the amendments and
supplements of the Regulation of the Vietnam Electricity Group;
+ Reorganization, dissolvent and ownership
diversification of the Vietnam Electricity Group.
- To supervise the implementation of the
investment projects of the Vietnam Electricity Group according to the
provisions of law on investment.
c) The Ministry of Finance:
- To inspect and supervise the capital usage of
the Vietnam Electricity Group; to assess the effects of business and management
activities of the Vietnam Electricity Group;
- To approve the Regulation on financial
management of the Vietnam Electricity Group at the proposal of the Management
Board of the Vietnam Electricity Group;
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d) The Ministry of Home Affairs:
- To appraise and submit to the Prime Minister
the appointment of the Chairman and the members of the Management Board of the
Vietnam Electricity Group;
- To appraise and submit to the Prime Minister
for approval for the Management Board of the Vietnam Electricity Group to
appoint and sign contact with the General Director;
- To guide the order and procedures on
appointment, dismissal, reward and punishment for the Chairman and the members
of the Management Board of the Vietnam Electricity Group.
e) The Ministry of Planning and Investment:
To supervise the implementation of the targets
and tasks of the Vietnam Electricity Group assigned by the Prime Minister.
f) The ministries, the ministerial-level agencies,
the agencies attached to the Government shall carry out the State management
functions in the related fields for the Vietnam Electricity Group.
g) The Management Board of the Vietnam
Electricity Group shall be the direct State-owned representative in the Vietnam
Electricity Group and the owner’s representative for the companies, 100% of
their charter capital invested by the Vietnam Electricity Group.
The Management Board of the Vietnam Electricity
Group:
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- To decide on the targets, strategies,
long-term plans and business lines of the Vietnam Electricity Group after
getting the approval of the Prime Minister and of the companies, 100% of their
capital owned by the Vietnam Electricity Group;
- To approve the Regulation, approve the
amendments and supplements of the Regulation of the member companies, 100% of
their charter capital held by the Vietnam Electricity Group;
- To decide on use, investment and adjustment of
capital and other sources invested by the Vietnam Electricity Group to the
member companies, which meet the requirements on charter capital level when
established or on the legal capital level for business lines according to the
provisions of law.
- To decide to use capital of the Vietnam
Electricity Group to establish member units, 100% of their charter capital
owned by the Vietnam Electricity Group but the capital must not surpass the
investment capital decided by the Management Board and must get the approval of
the Prime Minister;
- To approve the capital contribution projects
of the companies, 100% of their charter capital held by the Vietnam Electricity
Group for the new establishment of the State joint stock companies, the State
one member limited companies, the State limited companies with 2 members onward
outside the branches, fields and locations specified at Article 6 of the Law on
State Enterprises;
- To decide or grant authority to the General
Director to decide on the joint venture projects with foreign investors, and
projects invested abroad of the member companies, 100% of their charter capital
held by the Vietnam Electricity Group.
- To decide on appointment, dismissal, contract
signature, contract termination, reward and punishment for General Director
after getting the approval of the Prime Minister;
- To inspect and supervise the Chairman and
members of the Management Board, the Chairman of the company, the General
Director and directors of the member units in implementation of tasks and
functions according to the Law on State Enterprise, Enterprise Law and
Regulation of the Vietnam Electricity Group.
8. Organizational structure of the parent
company - Vietnam Electricity Group at the time of establishment includes:
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- Yaly Hydroelectric Company;
- Tri An Hydroelectric Company;
- The National Electric System Regulation
Center;
- The Electric Information Center;
- The Electric Source Project Management Boards;
- The Management Board of Executive Center and
Electric Telecoms Projects.
9. Companies with 100% of their charter capital
held by the Vietnam Electricity Group:
a) One member limited companies:
- Can Tho Thermo-Electric One-member Company
Limited;
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- Thu Duc Thermo-Electric One-member Company
Limited;
- Hai Duong Electric One-member Company Limited;
- Ninh Binh Electric One-member Company Limited;
- Da Nang Electric One-member Company Limited;
b) Companies to be transformed into one-member
limited companies in the 2006-2007 period:
- Hanoi Electric Company;
- Hochiminh Electric Company;
- Dong Nai Electric Company;
- Hai Phong Electric Company;
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c) Companies to be reorganized to one company:
- Electric Transmission Company No.1;
- Electric Transmission Company No.2;
- Electric Transmission Company No.3;
- Electric Transmission Company No.4;
10. Companies with over 50% of their capital
held by the Vietnam Electricity Group:
a) Joint-stock companies:
- Vinh Son - Song Hinh Hydro-electric Joint
Stock Company;
- Thac Ba Hydro-electric Joint Stock Company;
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- Quang Ninh Thermo-electric Joint Stock
Company;
- Electric Equipment Manufacturing Joint Stock
Company;
- The Electro-mechanical Joint Stock Company;
- Central Electro-mechanical Joint Stock
Company;
- Pha Lai Thermo-electric Joint Stock Company;
- Khanh Hoa Thermo-electric Joint Stock Company;
b) Companies to be equitized in the 2006-2007
period:
- Da Nhim – Ham Thuan – Da Mi Hydro-electric
Company;
- Thac Mo Hydro-electric Company;
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- Ninh Binh Thermo-electric Company;
- Ba Ria Thermo-electric Company;
- The Informatics Technology Center;
- Thu Duc Electro-mechanical Company;
- Electric Construction Consulting Company No.
1;
- Electric Construction Consulting Company No.
2;
- Electric Construction Consulting Company No.
3;
- Electric Construction Consulting Company No.
4;
- Electric Company No. 1;
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- Electric Company No. 3;
11. Associated companies of the Vietnam
Electricity Group:
- The Vietnam Electric Development Joint Stock
Company;
- Se San 3A Electric Development and Investment
Joint Stock Company;
- IQ Links Company Limited;
- An Binh Commercial Joint Stock Bank;
- The Central Hydro-electric Joint Stock
Company;
- The Vietnam-Laos Electric Development and
Investment Joint Stock Company.
12. Non-business units:
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- The Electric University;
- The Electric College of Ho Chi Minh city;
- The Central Electric College;
- The Electric Vocational Training College;
13. The Management Board of the Vietnam
Electricity Group shall supplement the subsidiary and associated companies
according to the provisions of law.
Article 2.
Organization of implementation
1. The Ministry of Industry shall submit the
decision on appointment of the chairman and members of the Management Board of
the Vietnam Electricity Group to the Prime Minister.
2. The Ministry of Finance shall approve the
Financial Regulation the Vietnam Electricity Group at the proposal of the
Group’s Management Board.
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- Submit the Charter on operation and
organization of the Vietnam Electricity Group to the Prime Minister for
approval.
- Submit the appointment or contract signature
with the General Director of the Vietnam Electricity Group to the Prime
Minister for acceptance.
- Submit the Financial Management Regulation of
the Vietnam Electricity Group to the Ministry of Finance.
Article 3.
This Decision takes effect 15 days after its
publication in CONG BAO.
The ministers of Industry; Finance; Planning and
Investment; Labor, Invalids and Social Affairs, and Home Affairs; the heads of
the concerned agencies; the Steering Committee for Enterprise Renewal and
Development; and the Management Board of the Vietnam Electricity Corporation
and the Management Board of the Vietnam Electricity Group shall have to
implement this Decision.
FOR THE
PRIME MINISTER
DEPUTY PRIME MINISTER
Nguyen Tan Dung
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