Perfecting the Relationship Between the Parent Company and Subsidiaries and Business Units in the Economic Group

- The salary and welfare regime in state-owned enterprises must meet the requirements of harmoniously resolving the relationship of interests between state interests, enterprise interests, management interests and employee interests.

The principle is: "The remuneration for managers and employees must be appropriate to their efforts and contributions to the business results of the enterprise."

People who work hard, are talented, have positions… must have higher remuneration in an appropriate way. That stimulates people to be creative and innovative to have better work efficiency.

- There is a reasonable mechanism for income of managers and employees with the business results of the enterprise. That means the welfare for managers and employees according to business performance needs to be expanded at an appropriate rate, not controlled at the maximum level.

In addition, it is necessary to implement a strict inspection and supervision regime to limit negative corruption and combat the phenomenon of "real loss" and "fake profit" to divide state assets. The state financial management mechanism for economic groups needs to pay special attention to this issue.

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Fifth , regularly retrain state capital management staff at economic groups.

To promptly meet new requirements, it is necessary to organize retraining for all state capital management officers in economic groups.

Perfecting the Relationship Between the Parent Company and Subsidiaries and Business Units in the Economic Group

Retraining is regulated as a mandatory regime with the following main contents:

- For key officials holding the most important positions in the Group such as Chairman of the Board of Directors, General Director, and companies in the Group, each year they must be retrained (refreshed) for 50 periods, equivalent to 5 days. For other key positions such as Board of Directors member, Deputy General Director... each year they must be retrained for 100 periods, equivalent to 10 days. Chief accountants of companies in the Group are retrained for 150 periods, equivalent to 15 days. Other professional positions such as

Heads, Deputy Heads of Departments, Boards, Chief and Deputy Supervisors, and Workshops are retrained 100 periods equivalent to 10 days per year.

The State needs to have mandatory regulations on this regime for all economic groups.

- Retraining costs are paid by companies in the Group.

- Training centers in conjunction with economic groups determine retraining requirements and develop programs for each type of position for retraining. Eliminate the situation of general programs that can be learned by any position, creating formality and low efficiency. Organize retraining for each specific position of economic groups.

- Retraining can be carried out at Training Centers, or directly at the Training Centers according to appropriate methods. It can be concentrated in one session, or divided into several sessions, each session lasting 2 to 3 days.

- There is a regime for overseas study tours and experience surveys for state capital management officials of economic groups. This fund is paid by enterprises in the economic groups. However, there should be specific regulations to ensure the effectiveness of the trips and to prevent abuse and waste.

- In order to create and develop a team of successor cadres, ensuring the stability of cadres through the periods of the State-owned economic groups, it is necessary to have a training regime to improve to Master's and Doctoral levels for management cadres in economic groups.

This advanced training is funded by the TDKT. There should be a contract for the trained staff. Those who are funded by the TDKT for advanced training in the country or abroad must serve the TDKT.

The above policies of the state ensure that the staff of state capital management in economic groups is stable in all aspects. Thanks to that, they wholeheartedly serve the best to promote the continuous and highly effective development of economic groups as well as member companies in the current trend of globalization and international integration.

3.2.4. Perfecting the relationship between the parent company and its subsidiaries and public service units in the economic group

Firstly, on the relationship between the parent company and subsidiaries in which the parent company invests 100% of the charter capital

Here the parent company acts as the owner of the subsidiary. Accordingly, the relationship is renewed according to the following contents:

Firstly , a subsidiary is an independent economic entity with full legal status, exercising civil rights and obligations as prescribed by law. In addition to the provisions on the rights and obligations of the owner, the parent company has an equal relationship with the subsidiary as with other economic entities. All purchase-sale, lease-lease, loan-lending relationships between the parent company and the subsidiary must be carried out through contracts and must be paid as with other legal entities.

Second , the parent company is responsible for fully investing the charter capital for the subsidiary within the time limit specified in the subsidiary's financial regulations.

The parent company is not allowed to directly withdraw the charter capital invested in the subsidiary in any form such as capital mobilization or asset mobilization without payment.

The parent company may only withdraw charter capital by selling part or all of the capital invested in the subsidiary to other investors at market price.

In case of business downsizing leading to the withdrawal of charter capital, the parent company must have a decision to reduce the charter capital of the subsidiary. The capital withdrawal must ensure the principle that after the capital withdrawal, the subsidiary still ensures full payment of debts and the adjusted charter capital.

Third , investment projects of subsidiaries with value equal to or greater than 50% of the total asset value recorded in the accounting books of the subsidiary are approved by the Board of Directors at the proposal of the subsidiary.

Investment projects with lower capital levels are decided by the subsidiary. The director of the subsidiary organizes the implementation of investment projects and is responsible to the parent company for the progress and investment efficiency according to the approved project.

Fourth , the parent company is allowed to guarantee loans for its subsidiaries.

The parent company shall exercise the rights and obligations of the guarantor in accordance with the provisions of law.

by law

Fifth , the subsidiary is responsible for fully and strictly implementing the accounting and statistical laws and the corporate auditing regime. The parent company is responsible for reviewing and approving the financial statements of the subsidiaries. The parent company can also organize its own audit of the financial statements of the subsidiaries or hire an independent auditor to audit the financial statements of the subsidiaries.

Second, about the relationship between the parent company and the subsidiary with a part of the parent company's capital contribution.

Firstly , depending on the capital contribution ratio, the parent company can assign a person to directly manage the capital contributed to the subsidiary and exercise shareholder rights and obligations towards the subsidiary.

For enterprises in which the parent company holds controlling shares or contributes capital to establish a limited liability company, it is necessary to appoint a person to directly manage. The Board of Directors decides to appoint a person to directly manage the capital that the parent company has invested in the subsidiary. The person directly managing has the right to run for election to the management and executive body of the subsidiary.

The subsidiary has the right to participate in the business coordination plan with the parent company on the basis of an economic contract; enjoys benefits and services from the common activities of the parent company according to the parent company's charter, commensurate with the parent company's capital contribution level in the subsidiary. At the same time, the subsidiary has the obligation to implement the legal decisions of the parent company as an exercise of the parent company's controlling right (in case the parent company holds controlling shares).

Second , the parent company wishing to withdraw the capital invested in the subsidiary must comply with the provisions in the subsidiary's charter.

Capital withdrawal is carried out through the transfer of shares or capital contributions to investors.

Third , the use of dividends or distributed profits to increase investment capital in subsidiaries is decided by the parent company's Board of Directors.

Third, on the relationship between the parent company and its subsidiaries.

Subordinate units play a very important role in economic groups. For example, the Vietnam Oil and Gas Group has 28 subordinate units. The subordinate units of the parent company do not have their own capital and assets. All assets of the subordinate units are owned by the parent company. The parent company can delegate and authorize subordinate units to perform certain tasks in financial management and accounting. The parent company implements a centralized accounting regime for subordinate units. Each subordinate unit does not account for its own business results. In order to encourage the business performance of these units, the parent company has an appropriate internal reward fund management mechanism. Thus, well-performing units will have higher benefits and vice versa. At the same time, the salary and income regime of employees in subordinate units must also be calculated based on the performance of each unit.

Subsidiaries of the parent company perform tasks assigned by the parent company.

deliver.


Fourth, the relationship between subsidiaries.

Subsidiaries in the Corporation are independent enterprises with equal relationships.

with each other in all fields. Cooperation and association... with each other in the production of products and services are all carried out through economic contracts.

The parent company can establish cooperative and coordinated relationships between subsidiaries on the basis of respecting the autonomy and self-responsibility of the subsidiaries.

The above creates high autonomy and self-responsibility of companies in production and business activities.

3.2.5. Innovation of administrative procedures in state management of Corporations 90-91 towards forming economic corporations

The State manages the 90-91 Corporations in the direction of forming economic groups and at the same time, it is the process of implementing administrative service relations for the 90-91 Corporations and economic groups. Here, the State provides services for the formation and development of the 90-91 Corporations and economic groups. There are many public services related to the

Formation and operation of Corporation 90 - 91 as well as TDKT. Some main services can be listed:

- Granting establishment and business licenses to the Corporation as well as companies and units within the Corporation.

- Provide capital, assets, infrastructure, resources... to units in the Economic Zone...

- Provide other services to ensure the stable and effective operation of the TDKT.

...

The provision of public services by the State to economic groups demonstrates the “request-grant” relationship in the management of economic groups. Economic groups submit complete documents according to prescribed procedures to “request”, and the State management agency reviews, evaluates and approves the “grant”. This creates negative harassment, causing trouble and difficulties for the operations of economic groups and economic groups.

Implementing administrative procedure reform, eliminating the “ask-give” mechanism to create a “responsibility-obligation” mechanism in the relationship between the State and corporations and economic groups is considered an important content in the innovation of State management of corporations and economic groups. Accordingly, it is necessary to complete administrative procedures related to corporations and economic groups.

In state management of Corporations 90-91 in the direction of collective formation

The economic group needs to focus on completing the following procedures:

- Administrative procedures for transferring land use rights, resources, infrastructure, and assets to parent companies as well as subsidiaries in the Group.

- Business registration procedures for parent companies, subsidiaries and other entities

Unit in T§KT.

- Assess and confirm the value of capital and assets when converting from State-owned corporations and State-owned enterprises to economic groups under the model of parent companies and subsidiaries.

- Procedures for appointment, dismissal, transfer of state capital management staff in joint stock companies.

- Import and export procedures

- Resource exploitation process

- Procedures for expanding and developing production and business...

The above administrative procedures are innovated in a simple direction, focusing on one point, avoiding causing trouble and difficulties for businesses.

This is the goal and also the content of administrative reform in the national administrative reform program in Vietnam.

In that spirit, the following tasks need to be performed:

- Assignment among State management agencies to determine transaction points, resolve work related to TCT and TDKT, according to the "one point" principle.

That is, each administrative procedure is handled by only one state management agency.

- Develop a set of sample administrative procedures for corporations and economic groups.

- Regulations on time for consideration and settlement. Here it is necessary to stipulate that if the delay affects the operation of the Corporation and the Economic Zone, the State agency must compensate for the damage caused by the delay. In order to enhance the responsibility of State officials in handling work.

- Publicize administrative procedures and regulations for businesses, including corporations and economic groups, to proactively implement.

There is a periodic assessment of administrative procedure settlement to supplement and complete it to suit new conditions and international practices.

Implementing the above issues well is the goal of the State, and also the desire and wish of enterprises in general, including corporations and economic groups.

3.2.6. Promote training and retraining for management staff of corporations and economic groups.

There are many types of managers of corporations and economic groups with different professional responsibilities. However, they can be divided into two main groups:

- Group of officials doing State management work for Corporations and Economic Zones

- Group of staff directly managing business activities at TCT, TDKT

First , with State management officers for corporations and economic groups.

These are the formulas for the State to perform the economic management function for corporations and economic groups. Regularly providing knowledge in all aspects for State officials and civil servants is a major policy of the Party and the State. These officials are annually trained through professional programs depending on their positions: Specialist; Senior Specialist; Senior Specialist.

In our opinion, in addition to the above training programs, these staff need to be trained in specialized programs on administration - business (business administration).

To ensure effective training, the State needs to innovate the following issues:

One is to classify the State management staff for corporations and economic groups according to their positions.

take charge

Second , build requirements for knowledge and skills that need to be trained for each type of position.

Third , develop training programs and schedules for each position.

Fourth, organize training according to the program.

In our opinion, the development of the program and organization of training should be assigned to the Academy of Public Administration under the Ho Chi Minh National Academy of Politics and Public Administration. At the same time, the State should have regulations requiring training for all civil servants. For example, regulations requiring all civil servants to attend training courses within a year with a duration of no less than 50 periods (one week).

The State needs to allocate a portion of its budget for this work. This budget is taken from the State budget and included in the annual budget estimates for agencies.

Second, with staff directly managing business activities of corporations and economic groups.

These cadres are mainly civil servants appointed by the State to hold key management positions in the Corporation and the Economic Zone. (Most of the Board of Directors Chairmen, Board of Directors Members, General Directors, Directors, Chief Accountants, Department Heads, etc.) These cadres have limited knowledge and skills in business administration, especially those

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