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THE GOVERNMENT OF VIETNAM |
THE SOCIALIST REPUBLIC OF VIETNAM |
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No. 365/2025/ND-CP |
Hanoi, December 31, 2025 |
ON SUPERVISION, INSPECTION, EVALUATION, CLASSIFICATION, REPORTING AND INFORMATION DISCLOSURE IN THE MANAGEMENT AND INVESTMENT OF STATE CAPITAL IN ENTERPRISES
Pursuant to the Law on Organization of the Government No. 63/2025/QH15;
Pursuant to the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15;
Pursuant to the Law on Enterprise No. 59/2020/QH14;
Pursuant to the Law on Investment No. 61/2020/QH14;
Pursuant to the Law on Public Investment No. 58/2024/QH15;
Pursuant to the Law on amendments to the Law on Enterprise No. 76/2025/QH15;
Pursuant to the Law on amendments to the Law on Bidding, the Law on Public-Private Partnership Investment, the Law on Customs, the Law on Value-added Tax, the Law on Export and Import Duties, the Law on Investment, the Law on Public Investment, and the Law on Management and Use of Public Property No. 90/2025/QH15;
At the request of the Minister of Finance;
The Government promulgates the Decree on supervision, inspection, evaluation, classification, reporting and information disclosure in the management and investment of state capital in enterprises.
This Decree provides for elaboration of supervision, inspection and evaluation of the performance of investment and management of state capital in enterprises; evaluation and classification; reporting and information disclosure, including Clause 3 Article 8, Clause 3 Article 35, Clause 4 Article 50, Clause 3 Article 51, Clause 6 Article 53, Clause 6 Article 54, Clause 4 Article 55 of the Law on Management and Investment of State Capital in Enterprises.
1. Owner’s representative authority.
2. Direct owner’s representative; state capital representative.
3. State-owned enterprises as prescribed by the Law on Enterprise; credit institutions in which the State holds more than 50% of charter capital as prescribed by the Law on Credit Institutions, except policy banks.
4. Controllers at enterprises wholly owned by the State.
5. Other agencies, organizations and individuals related to the management and investment of state capital in enterprises.
Article 3. Application of relevant laws
Enterprises operating in the fields of finance, banking, lottery and securities shall conduct supervision, inspection and evaluation of the performance of investment and management of state capital in enterprises; evaluation and classification; reporting and information disclosure in accordance with this Decree and the laws on finance, banking, lottery and securities. In case the laws on finance, banking, lottery and securities provide differently from this Decree, the provisions of the laws on finance, banking, lottery and securities shall apply.
Article 4. Interpretation of terms
For the purposes of this Decree, the following terms shall be construed as follows:
1. Supervision means activities of monitoring, consolidation, analysis, evaluation, warning and recommendation conducted by the supervising authority regarding the performance of functions, duties and powers of the supervised entity in the management and investment of state capital in enterprises, including preservation and development of state capital in enterprises and enterprises’ capital in accordance with the law on management and investment of state capital in enterprises and relevant laws.
2. Inspection means activities of examination, analysis, evaluation, conclusion and recommendation for handling violations conducted by the inspecting authority regarding the performance of functions, duties and powers of the inspected entity in the management and investment of state capital in enterprises, including preservation and development of state capital in enterprises and enterprises’ capital in accordance with the law on management and investment of state capital in enterprises and relevant laws.
3. Supervising and inspecting authority means an agency or organization competent and responsible for conducting supervision and inspection of supervised and inspected entities.
4. Supervised and inspected entity means an agency, organization or individual subject to supervision and inspection by the supervising and inspecting authority.
5. Internal supervision means proactive monitoring, analysis and evaluation of the implementation of internal regulations and the performance of functions, duties and powers of enterprises in the management and investment of state capital in enterprises, including preservation and development of state capital in enterprises and enterprises’ capital in accordance with the law on management and investment of state capital in enterprises and relevant laws.
6. Special financial supervision means supervision conducted by the owner’s representative authority over state-owned enterprises showing signs of financial unsafety that require monitoring and rectification by competent authorities.
7. Supervision and inspection plan means a document specifying the subject matters, entities, period, methods, objectives, time limit and location of supervision and inspection (if any) approved by the supervision and inspection decision-maker.
8. Scope of supervision and inspection means specific limits regarding subject matters, entities, space and period of supervision and inspection determined in the supervision and inspection decision.
9. Supervision and inspection period means the time frame for examination and evaluation of the performance of functions, duties and powers of the supervised and inspected entity determined in the supervision and inspection decision.
10. Supervision and inspection time limit means the period calculated from the date of announcement of the supervision and inspection decision to the date of completion of supervision and inspection.
11. Inspection conclusion means a document signed and issued by the inspection decision-maker to evaluate, conclude and make recommendations on the inspected subject matters.
12. Report on supervision and inspection results of the management and investment of state capital in assigned enterprises means a report consolidating supervision and inspection results of the owner’s representative authority regarding enterprises assigned for management.
13. Report on the situation of management and investment of state capital in enterprises means a report evaluating and consolidating matters relating to the situation of management and investment of state capital in enterprises prepared by enterprises and representatives and submitted to the owner’s representative authority.
14. Target indicators mean indicators assigned by the owner’s representative authority as a basis for enterprises to formulate and promulgate their business plans for the following year.
Article 5. Grounds and documentation for supervision and inspection
1. Current laws on management and investment of state capital in enterprises and other relevant laws; requirements and directions of the Government and the Prime Minister.
2. Charter on organization and operation, financial regulations of enterprises; internal regulations of enterprises; operational regulations of Controllers; operational regulations of state capital representatives; operational regulations of enterprise capital representatives; regulations on management and use of enterprise funds; regulations on salaries, remuneration and bonuses of enterprises.
3. Development strategy, annual business plans of enterprises, supervision objectives in each period developed by the owner’s representative authority for each enterprise; reports of enterprises as prescribed in Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises.
4. Annual financial statements of enterprises audited by independent auditing firms and approved by the Members’ Council, the Company President, or the General Meeting of Shareholders; annual financial statements of enterprises operating in sectors classified as state secrets in accordance with law approved by the Members’ Council or the Company President and audited by the State Audit Office (if any); 6-month financial statements, quarterly financial statements, periodic professional reports; extraordinary reports at the request of the owner’s representative authority or regulatory agencies.
5. Results of inspection; supervision and inspection; audit at enterprises announced by competent authorities in accordance with regulations or sent in writing to the owner’s representative authority.
6. Reports on supervision, evaluation, recommendations and opinions of the Supervisory Board and Controllers regarding matters within their powers and responsibilities in accordance with the Operational Regulations of Controllers and relevant laws.
7. Applications, documents and materials related to the exercise of rights and responsibilities of the owner’s representative authority in the investment of state capital in enterprises, management of state capital in enterprises, and restructuring of state capital in enterprises.
8. Reports of state capital representatives and enterprise capital representatives in accordance with Article 39 and Article 40 of the Law on Management and Investment of State Capital in Enterprises.
9. Reports on matters beyond competence and other matters that state capital representatives, the Members’ Council or the Company President are required to report to the owner’s representative authority for supervision in accordance with the Law on Management and Investment of State Capital in Enterprises and documents on elaboration of and guidelines for implementation.
10. Other relevant information, applications, documents and reports.
Article 6. Methods of supervision and inspection
1. Indirect supervision of the owner’s representative authority; state-owned enterprises, direct owner’s representatives and state capital representatives in enterprises with state capital shall be conducted through reports submitted by supervised entities to supervising authorities.
Results of indirect supervision of the owner’s representative authority shall be reported annually. Results of indirect supervision of state-owned enterprises, direct owner’s representatives and state capital representatives shall be reported quarterly and consolidated into the annual supervision and inspection report.
2. Direct supervision of the owner’s representative authority; state-owned enterprises, direct owner’s representatives and state capital representatives in enterprises in which the State holds more than 50% and less than 100% of charter capital shall be conducted through direct working sessions in accordance with the published plan regarding subject matters, location and time.
Results of direct supervision shall be issued upon completion of each supervision and consolidated into the annual supervision and inspection report.
3. Inspection of the owner’s representative authority; state-owned enterprises, direct owner’s representatives and state capital representatives in enterprises in which the State holds more than 50% and less than 100% of charter capital shall be conducted through direct working sessions in accordance with the published plan regarding subject matters, location and time.
Inspection results shall be issued upon completion of the inspection; reported upon request (if any) and consolidated into the annual supervision and inspection report.
Article 7. Objectives of supervision and inspection
1. Objectives of supervision
a) Review and evaluate compliance with the law on management and investment of state capital in enterprises and compliance with decisions of competent authorities by supervised entities; ensure efficiency, preservation and development of state capital in enterprises and enterprises’ capital; prevent dispersion, waste and loss of state and enterprise capital and assets; assess results of implementation of political, national defense and security tasks assigned by competent authorities; thereby promptly detect, prevent, deter, rectify or apply appropriate measures to remedy shortcomings and limitations, enhance the effectiveness of management and investment of state capital in enterprises, improve production and business performance, and ensure preservation and development of state capital in enterprises and enterprises’ capital.
b) Identify shortcomings and limitations in the management and investment of state capital in enterprises in order to recommend competent authorities to consider and handle them.
c) Promptly detect loopholes and inadequacies in policies, laws and management mechanisms applicable to state-owned enterprises in order to recommend competent authorities to adopt remedial and improvement measures.
d) Enhance implementation of information disclosure and transparency in the management and investment of state capital in enterprises.
2. Objectives of inspection
a) Raise awareness of compliance with the law on management and investment of state capital in enterprises.
b) Rectify and promptly handle violations, contributing to improvement of the effectiveness of management and investment of state capital in enterprises; improve production and business performance, and ensure preservation and development of state capital in enterprises and enterprises’ capital.
Article 8. Principles of supervision and inspection
1. Comply with the law on management and investment of state capital in enterprises and relevant laws; ensure objectivity, accuracy, timeliness, publicity and transparency.
2. Strengthen effective coordination among agencies, organizations and individuals assigned supervision and inspection duties and other relevant agencies, organizations and individuals in supervision and inspection activities.
3. Avoid obstructing normal operations of the owner’s representative authority, enterprises subject to supervision and inspection, and other relevant agencies, organizations and individuals in supervision and inspection activities.
4. Ensure no overlap in scope, subject matters, entities and timing between state audit, inspection and agencies, organizations and individuals competent to conduct supervision and inspection.
5. Prohibited acts:
a) For agencies, organizations and individuals competent to conduct supervision and inspection: abuse of position and powers to harass or cause difficulties for supervised and inspected agencies, organizations and individuals; unlawful interference in activities of supervised or inspected entities; unlawful use of information and documents collected during supervision and inspection; making untruthful supervision records or inspection conclusions; falsification of applications and documents.
b) For supervised and inspected entities and related agencies, organizations and individuals: obstruction, resistance, threats or intimidation against officials performing duties during supervision and inspection; failure to comply with supervision or inspection decisions and requests of supervision and inspection teams; concealment, destruction or falsification of documents and evidence related to supervision and inspection subject matters; provision of incomplete, untruthful or inaccurate information.
c) Other prohibited acts as prescribed by law.
d) Violations of Points a, b and c of this Clause shall, depending on their nature and severity, be subject to disciplinary measures, administrative sanctions or criminal liability in accordance with law; in case of causing damage, compensation shall be made in accordance with law.
6. Perform duties and exercise powers of the head and members of the direct supervision team and the inspection team in accordance with Articles 11, 12, 16, 17 and 18 of this Decree.
7. Exercise rights and perform obligations of supervised entities and inspected entities in accordance with Articles 11, 12, 13, 16, 17 and 18 of this Decree.
Section 2. SUPERVISION AND INSPECTION OF THE OWNER’S REPRESENTATIVE AUTHORITY
Article 9. Supervising and inspected entities
The Ministry of Finance is the agency assigned by the Government to conduct supervision and inspection of the exercise of rights and responsibilities of the owner’s representative authority in the investment of state capital in enterprises, management of state capital in enterprises and restructuring of state capital in enterprises.
Article 10. Subject matters of supervision and inspection of the owner’s representative authority
1. Investment of state capital in enterprises by the owner’s representative authority
a) Implementation of policies and laws on investment of state capital in enterprises and management of state capital in enterprises.
b) Compliance with principles and scope of investment of state capital in enterprises as prescribed when deciding on investment of state capital in enterprises.
c) Decisions on the level of investment capital and sources of investment capital in enterprises; economic efficiency; social efficiency; results of implementation of political tasks assigned by competent authorities; results of implementation of national defense and security tasks arising from investment of state capital in enterprises.
d) Decisions on investment policy and decisions on investment of state capital in enterprises.
2. Exercise of rights and responsibilities of the owner’s representative authority
a) Assignment of target indicators and indicators for evaluation of enterprises wholly owned by the State; direction to state capital representatives to provide opinions, vote and decide at the General Meeting of Shareholders, meetings of the Members’ Council or the Board of Directors on annual business plans of enterprises in which the State holds more than 50% and less than 100% of charter capital.
b) Appointment, re-appointment, approval of resignation, dismissal, commendation, discipline, termination of employment contracts with enterprise managers and Controllers; designation of state capital representatives.
c) Compliance with regulations in conducting supervision and inspection by the owner’s representative authority.
d) Exercise of other rights and responsibilities of the owner’s representative authority in the investment of state capital in enterprises, management of state capital in enterprises and restructuring of state capital in enterprises.
Article 11. Organization of supervision
1. Indirect supervision
a) The owner’s representative authority shall prepare the Report on supervision and inspection results of management and investment of state capital in assigned enterprises for the preceding year, together with relevant applications and documents, and submit them to the Ministry of Finance before July 31 each year. The Report shall include: results of implementation, self-assessment of supervision and results of organization of supervision and inspection by the owner’s representative authority.
b) Based on the report of the owner’s representative authority prescribed at Point a Clause 1 of this Article, the Ministry of Finance shall conduct indirect supervision and prepare the Report on supervision results, including: results of supervision of the owner’s representative authority; recommendations or proposals for solutions to rectify and remedy shortcomings or to request competent regulatory agencies to conduct inspection or investigation (if any).
c) Responsibilities of the owner’s representative authority:
c1) Provide the Report on supervision and inspection results of management and investment of state capital in assigned enterprises in accordance with Point a Clause 1 of this Article, ensuring quality and compliance with the prescribed time limit;
c2) Request enterprises to provide information, documents and reports serving supervision activities;
c3) Provide fully information, applications and documents as requested for supervision;
c4) Implement fully and promptly warnings and recommendations stated in supervision reports;
c5) The owner’s representative authority and enterprises shall be responsible for the information, documents and reports provided.
2. Direct supervision
a) Based on the practical management situation; recommendations and risk indicators identified during indirect supervision; risks of capital loss, the Ministry of Finance shall formulate a direct supervision plan and notify the owner’s representative authority for implementation. The supervision plan must obtain opinions from the Government Inspectorate, the State Audit Office and relevant ministries and sectors and be published before January 31 of the year of implementation.
Where necessary, based on the direct supervision plan of the Ministry of Finance or upon its proposal, the Prime Minister shall direct relevant ministries and sectors to participate in coordination for implementation of the direct supervision plan.
b) Based on the published supervision plan, the supervision decision-maker shall issue a supervision decision and send it to the owner’s representative authority.
The supervision decision shall include: grounds for supervision; supervised entity; subject matters and scope of supervision; supervision time limit; full name, position and workplace of the head and members of the supervision team.
The supervision time limit shall not exceed 15 working days from the date of announcement of the supervision decision; in complicated cases or in areas with difficult travel conditions, it may be extended once for no more than 7 working days.
c) Responsibilities of the supervision decision-maker, head and members of the supervision team:
c1) The supervision decision-maker shall organize, direct and supervise activities of the supervision team, ensure compliance with supervision principles and ensure that supervision is conducted in accordance with law and objectives and requirements; promptly resolve recommendations of the supervision team and complaints, denunciations, recommendations and feedback related to activities of the supervision team.
c2) The head of the supervision team shall lead the team and organize and direct its members to conduct supervision in accordance with the scope, subject matters and schedule specified in the supervision decision and supervision plan; implement reporting obligations as requested by the supervision decision-maker; be held accountable to the supervision decision-maker for activities of the supervision team. The head of the supervision team must comply with decisions and directions of the supervision decision-maker; has the right to reserve opinions on supervision results and shall be accountable to the supervision decision-maker and before the law for such reservation.
c3) Members of the supervision team must comply with decisions and directions of the head of the supervision team and the supervision decision-maker; have the right to reserve opinions on supervision results and shall be accountable to the supervision decision-maker and before the law for such reservation.
c4) During supervision, the head of the supervision team shall prepare working minutes relating to supervision subject matters and collection and provision of information and documents related to supervision subject matters. The minutes shall include: time and location of preparation; information and documents collected or provided; working contents; the minutes shall be signed by the head of the supervision team and the representative of the owner’s representative authority.
d) Duties and powers of the head and members of the direct supervision team:
d1) The head of the team shall organize and direct members to perform in accordance with the subject matters specified in the supervision decision; members shall perform duties as assigned by the head of the team.
d2) Request the directly supervised entity to provide information, applications and documents serving supervision activities; request explanations and clarification of relevant subject matters.
d3) Prepare minutes of direct supervision in accordance with regulations.
d4) The head of the team shall report to the supervision decision-maker on results of direct supervision.
d5) Perform other duties and exercise other powers in accordance with law.
dd) Rights and obligations of supervised entities:
dd1) Be entitled to protection of technological secrets, business secrets and personal data in accordance with law.
dd2) Refuse to provide information, applications and documents not related to supervision subject matters.
dd3) Be entitled to provide explanations, lodge complaints, denunciations and recommendations, and exercise other rights in accordance with law.
dd4) Be obliged to comply with requests serving supervision activities and perform fully other responsibilities and obligations in accordance with law.
e) Time limit for issuance of the Report on supervision results and contents thereof
e1) Within 15 working days from the date of completion of supervision, the head of the supervision team shall prepare the Report on supervision results and submit it to the supervision decision-maker.
e2) The Report on supervision results shall include: evaluation of the situation; supervision results; recommendations or proposals for solutions to rectify and remedy shortcomings or to request competent regulatory agencies to conduct inspection or investigation (if any).
e3) Within 15 working days from the date of receipt of the Report on supervision results, the supervision decision-maker shall approve supervision results and direct conclusions and recommendations. Based on the Report on supervision results, the supervision decision-maker shall issue a written recommendation to the owner’s representative authority.
g) Responsibilities of the owner’s representative authority
g1) Assign competent persons to work with the supervision team.
g2) Request enterprises to assign competent persons to work with the supervision team (if necessary).
g3) Provide explanations and clarify matters related to supervision subject matters.
g4) Sign to confirm supervision minutes.
g5) Perform in accordance with the provisions at Point c Clause 1 of this Article.
Article 12. Organization of inspection
1. Inspection shall be conducted upon direction of competent authorities or where the Ministry of Finance detects signs of serious violations in the management and investment of state capital in enterprises requiring inspection. The Ministry of Finance shall formulate an inspection plan and notify the relevant owner’s representative authority at least 15 days before the inspection date.
Where necessary or upon proposal of the Ministry of Finance, the Prime Minister shall direct relevant ministries and sectors to participate in coordination for implementation of the inspection plan.
2. Based on the published inspection plan, the inspection decision-maker shall issue an inspection decision and send it to the owner’s representative authority.
The inspection decision shall include: grounds for inspection; inspected entity; subject matters and scope of inspection; inspection time limit; full name, position and workplace of the head and members of the inspection team.
The inspection time limit shall not exceed 15 working days from the date of announcement of the inspection decision; in complicated cases or in areas with difficult travel conditions, it may be extended once for no more than 7 working days.
3. Responsibilities of the inspection decision-maker, head and members of the inspection team, and inspected entity
a) The inspection decision-maker shall:
a1) Organize, direct and supervise activities of the inspection team, ensure that inspection is conducted in accordance with law and in compliance with principles, objectives and requirements;
a2) Promptly resolve recommendations of the inspection team and complaints, denunciations, recommendations and feedback related to activities of the inspection team.
Where the inspection team has detected and reported a case showing signs of legal violations but the inspection decision-maker fails to handle or recommend handling within his or her competence, the head and members of the inspection team shall not bear responsibility. In such case, the inspection decision-maker shall bear responsibility in accordance with law.
b) The head of the inspection team shall:
b1) Organize and direct members of the inspection team to conduct inspection in accordance with the scope, subject matters and schedule specified in the inspection decision and inspection plan;
b2) Implement reporting obligations as requested by the inspection decision-maker; be held accountable to the inspection decision-maker for activities of the inspection team;
b3) Comply with decisions and directions of the inspection decision-maker; have the right to reserve opinions on inspection results and shall be accountable to the inspection decision-maker and before the law for such reservation;
b4) Prepare minutes regarding violations (if any) detected during inspection or minutes confirming collection and provision of information and documents related to inspection subject matters. The minutes shall include: The minutes shall include: time and location of preparation; full name and position of the head of the inspection team; full name and position of the representative of the owner’s representative authority; information and documents collected or provided; confirmation by the head of the inspection team and the representative of the owner’s representative authority regarding violations (if any);
b5) Perform duties and exercise powers in accordance with the provisions at Point d Clause 2 Article 11 of this Decree.
c) Members of the inspection team shall:
c1) Comply with decisions and directions of the head of the inspection team and the inspection decision-maker; have the right to reserve opinions on inspection results and shall be accountable to the inspection decision-maker and before the law for such reservation.
c2) Perform duties and exercise powers in accordance with the provisions at Point d Clause 2 Article 11 of this Decree.
d) The inspected entity shall exercise rights and perform obligations in accordance with the provisions at Point dd Clause 2 Article 11 of this Decree.
4. Inspection conclusion
a) Within 15 working days from the date of completion of inspection, the head of the inspection team shall prepare the Report on inspection results and submit it to the inspection decision-maker.
The Report on inspection results shall include: evaluation of the situation; inspection results; conclusions on inspection subject matters; recommendations for measures to handle violations of law and other matters (if any); recommendations to competent authorities for inspection or investigation in accordance with regulations (if any); remedial solutions (if any).
b) Within 5 working days from the date of receipt of the Report on inspection results, the inspection decision-maker shall assign the head of the inspection team to prepare a draft inspection conclusion. The draft inspection conclusion shall include the following: evaluation of the performance of functions, duties and powers of the inspected entity; conclusions on inspection subject matters; recommendations for measures to handle violations of law and other matters (if any); recommendations to competent authorities for inspection or investigation in accordance with regulations (if any); remedial solutions (if any).
During preparation of the draft inspection conclusion, the inspection decision-maker may decide to seek opinions from relevant agencies, organizations and individuals on one or several contents of the draft inspection conclusion.
c) Within 15 working days from the date of receipt of the draft inspection conclusion and written explanations of the owner’s representative authority (if any), the inspection decision-maker shall issue the inspection conclusion in writing and send it to the owner’s representative authority and relevant agencies, organizations and individuals.
5. Suspension of inspection
The inspection decision-maker shall decide on suspension of inspection in the following cases:
a) Occurrence of force majeure events affecting the progress of the inspection;
b) Practical circumstances affecting the inspection due to the need to focus on important and urgent tasks as required by competent authorities;
c) The inspected entity requests suspension of inspection for legitimate reasons and such request is approved by the inspection decision-maker. Suspension of inspection shall be conducted once and the suspension period shall not exceed 30 days from the date of issuance of the decision on suspension of inspection.
The inspection decision-maker shall decide to resume inspection when the reason for suspension no longer exists or upon expiry of the suspension period. The decision on suspension of inspection and the decision on resumption of inspection must be sent to the inspected entity.
6. Responsibilities of the owner’s representative authority
a) Comply with the inspection decision.
b) Strictly comply with requests of the inspection team; decisions and conclusions of the inspection decision-maker.
c) Perform other responsibilities of the owner’s representative authority in accordance with the provisions at Point g Clause 2 Article 11 of this Decree.
Article 13. Handling of supervision and inspection results
Based on supervision and inspection results:
1. The Ministry of Finance shall:
a) Consolidate supervision and inspection results in accordance with Articles 11 and 12 of this Decree into the annual supervision and inspection report to be submitted to the Government before October 31 each year;
b) Promptly provide opinions to the owner’s representative authority on issues negatively affecting the efficiency of investment of state capital in enterprises and production and business performance, preservation and development of state capital in enterprises in order for the owner’s representative authority to prevent and remedy them. Recommend the Prime Minister to direct handling of matters beyond competence;
c) Report and recommend to the Government and the Prime Minister, within their competence, to direct relevant organizations and individuals to implement recommendations and remedial solutions (if any) and report results;
d) Recommend the Government and the Prime Minister to direct amendment and improvement of legal provisions and regulations of the owner’s representative authority related to management and investment of state capital in enterprises;
dd) Monitor and urge the owner’s representative authority to implement recommendations, warnings, solutions and directions of competent authorities.
2. The Government and the Prime Minister shall, within their competence, direct relevant organizations and individuals to implement recommendations and remedial solutions (if any) and report results.
3. The ownership representative agency shall:
a) Promptly handle issues detected during supervision and inspection;
b) Organize implementation of recommendations and measures to enhance monitoring and supervision of state capital in enterprises and improve effectiveness of management and investment of state capital;
c) Proactively implement or coordinate with relevant agencies to implement solutions to remove difficulties and obstacles in the management and investment of state capital in enterprises; report matters beyond competence in accordance with regulations;
d) Fully and promptly implement recommendations and warnings stated in supervision and inspection reports;
dd) Exercise the right to lodge complaints, denunciations, recommendations and feedback in accordance with law.
Section 3. SUPERVISION AND INSPECTION OF STATE-OWNED ENTERPRISES, DIRECT OWNER’S REPRESENTATIVES AND STATE CAPITAL REPRESENTATIVES
Article 14. Supervising and inspected entities
1. The owner’s representative authority shall conduct supervision and inspection of state-owned enterprises, direct owner’s representatives and state capital representatives in enterprises assigned for management.
2. Where necessary, the Prime Minister may request the Ministry of Finance to take charge and cooperate with relevant agencies in conducting inspection of state-owned enterprises under other owner’s representative authorities.
Article 15. Subject matters of supervision and inspection
1. Additional investment of state capital in enterprises.
2. Management of state capital in enterprises; production and business performance, preservation and development of state capital in enterprises, including:
a) Implementation of development strategy and annual business plans of enterprises; implementation of tasks of supplying public products and services ordered or assigned by the State; implementation of political tasks assigned by competent authorities and national defense and security tasks;
b) Mobilization and use of mobilized capital; lending, leasing, lease-purchase, mortgage, pledge, purchase and sale of fixed assets, management of receivables and payables, preservation and development of enterprise capital;
c) Promulgation of financial regulations, internal regulations and other regulations of enterprises;
d) Investment activities of enterprises;
dd) Transfer of investment projects, transfer of investment capital, collection of profits and distributed dividends from investment activities of enterprises;
e) Management of enterprise capital invested in joint stock companies and limited liability companies.
3. Exercise of rights and responsibilities of the Members’ Council, the Board of Directors, Controllers and state capital representatives.
4. Transfer and recovery of capital, collection of profits and distributed dividends in joint stock companies and limited liability companies.
5. Implementation of recommendations and warnings of regulatory agencies, inspection and audit authorities, and the owner’s representative authority regarding management and investment of state capital in enterprises; receipt and handling of reports of Controllers and enterprise capital representatives in accordance with the law on management and investment of state capital in enterprises.
6. Recruitment, appointment, re-appointment, approval of resignation, dismissal, commendation, discipline and termination of employment contracts with enterprise managers.
7. Implementation of salary, remuneration, bonus entitlements and other benefits of enterprises.
8. Fulfillment of obligations to the state budget, distribution of after-tax profits, appropriation and use of enterprise funds.
9. Formulation and implementation of restructuring of state capital in enterprises.
10. Performance of responsibilities of direct owner’s representatives and state capital representatives in directing preparation of reports as prescribed in Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises.
11. Other matters related to management and investment of state capital in enterprises.
Article 16. Organization of supervision
1. Indirect supervision
a) Direct owner’s representatives and state capital representatives shall direct state-owned enterprises to prepare and submit to the owner’s representative authority reports as prescribed at Points b, c, e and g Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises on a quarterly basis before the 20th day of the first month of the following quarter.
b) Direct owner’s representatives and state capital representatives shall direct state-owned enterprises to submit to the owner’s representative authority the Report on the situation of management and investment of state capital in enterprises as prescribed at Point d Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises before April 30 each year and other relevant reports (if necessary).
c) State capital representatives in joint stock companies and limited liability companies with two or more members in which the State holds 50% or less of charter capital shall prepare and submit to the owner’s representative authority the Report on the situation of management and investment of state capital in enterprises as prescribed in Clause 3 Article 54 of the Law on Management and Investment of State Capital in Enterprises before April 30 each year and other relevant reports (if necessary).
d) For enterprises in which the State holds more than 50% of charter capital, the owner’s representative authority shall conduct indirect supervision quarterly and prepare quarterly supervision result reports.
Based on reports prescribed at Points a, b and c Clause 1 of this Article, reports of Controllers, quarterly supervision result reports and other relevant reports, the owner’s representative authority shall evaluate the overall annual performance.
dd) Responsibilities of direct owner’s representatives and state capital representatives:
dd1) Provide fully information, applications and documents as requested for supervision;
dd2) Implement fully and promptly warnings and recommendations stated in supervision reports;
dd3) Be responsible for accuracy and truthfulness of information, applications and reports provided.
2. Direct supervision
a) Based on the practical management situation; recommendations and risk indicators identified during indirect supervision; risks of capital loss, loss-making operations or failure to ensure solvency, the owner’s representative authority shall formulate a direct supervision plan and notify direct owner’s representatives and state capital representatives for implementation. The supervision plan must obtain opinions from the Government Inspectorate, the State Audit Office and relevant ministries and sectors and be published before January 31 of the year of implementation.
b) The owner’s representative authority shall, based on Points a, b, c, d, dd and e Clause 2 Article 11 of this Decree, organize a direct supervision team at state-owned enterprises and report implementation results.
c) Responsibilities of enterprises, direct owner’s representatives and state capital representatives:
c1) Assign competent persons to work with the supervision team;
c2) Provide explanations and clarify matters related to supervision subject matters;
c3) Sign to confirm supervision minutes;
c4) Perform in accordance with the provisions at Point dd Clause 1 of this Article.
3. Responsibilities of the owner’s representative authority
a) Assign and organize supervision of management and investment of state capital in enterprises; conduct supervision in accordance with Clauses 1 and 2 of this Article.
b) Receive and process information reported by direct owner’s representatives, Controllers and state capital representatives in enterprises serving supervision in accordance with the Operational Regulations of Controllers, Operational Regulations of state capital representatives and internal regulations of enterprises.
c) Collect and manage financial information of enterprises in a timely, full and continuous manner serving management and supervision.
d) Issue warnings upon detection of risk indicators; direct or request enterprises to adopt timely measures to prevent and remedy risks and weaknesses; rectify and handle violations in management and investment of state capital in enterprises.
dd) Organize implementation of directions of the Government and the Prime Minister and recommendations of inspection, supervision and audit authorities regarding handling of violations; require full implementation and adopt measures to strengthen supervision of enterprises. Recommend handling within competence of collectives and individuals in cases of violations, failure to implement reporting regimes or failure to implement recommendations and conclusions in supervision and inspection reports of the owner’s representative authority and the Ministry of Finance.
Where financial statements show signs of not ensuring accuracy, objectivity and truthfulness, direct owner’s representatives, state capital representatives and Controllers shall provide explanations and clarification. Where necessary, applications shall be transferred to inspection or investigation authorities for consideration and handling of cases showing signs of legal violations by agencies, organizations or individuals detected through supervision and inspection.
e) Based on periodic supervision reports of enterprises and reports on financial situation and production and business performance of enterprises, the owner’s representative authority shall evaluate production and business performance and financial situation of enterprises, investments and domestic and overseas investment projects of enterprises. Where risk indicators are detected, timely warnings shall be issued to direct owner’s representatives, state capital representatives and Controllers; proactively implement or coordinate with relevant agencies to implement necessary measures for conducting direct supervision, inspection or examination at the parent company and related enterprises; report matters beyond competence in accordance with regulations.
g) Consider and decide within competence or propose to competent authorities decisions on solutions proposed by direct owner’s representatives and state capital representatives to remove difficulties and obstacles for enterprises.
h) Based on supervision results, request competent authorities to conduct inspection or examination where necessary.
i) The owner’s representative authority shall conduct supervision and inspection and bear ultimate responsibility for supervision and inspection of enterprises assigned for management; direct owner’s representatives and state capital representatives in enterprises shall exercise rights and responsibilities of state owner representatives, monitor and supervise state capital in enterprises, ensure efficiency, preservation and development of state capital in enterprises, and be responsible for tasks assigned by the owner’s representative authority and responsibilities in accordance with law.
4. Responsibilities of Controllers at enterprises wholly owned by the State:
a) Exercise fully rights, obligations and responsibilities of Controllers in accordance with the law on management and investment of state capital in enterprises, the law on enterprise, the enterprise charter and the Operational Regulations of Controllers;
b) Participate in supervision teams upon request of the owner’s representative authority;
c) Recommend to the owner’s representative authority within competence or request supervision, inspection or examination where signs of violations are detected;
d) Monitor and urge implementation of measures, proposals and recommendations of the owner’s representative authority and competent regulatory agencies.
Article 17. Organization of inspection
1. The owner’s representative authority shall, based on Article 12 of this Decree, organize an inspection team at state-owned enterprises upon direction of competent authorities or where the owner’s representative authority detects signs of serious violations in management and investment of state capital in enterprises requiring inspection.
2. Based on inspection results, the owner’s representative authority shall consolidate the results into the Report on supervision and inspection results of management and investment of state capital in assigned enterprises for the preceding year and submit it to the Ministry of Finance before July 31 each year.
3. Responsibilities of direct owner’s representatives and state capital representatives:
a) Assign competent persons to work with the inspection team;
b) Provide explanations and clarify matters related to inspection subject matters;
c) Comply with the inspection decision;
d) Strictly comply with requests of the inspection team and inspectors; decisions and conclusions of the inspection decision-maker;
dd) Perform in accordance with the provisions at Point d Clause 2 Article 16 of this Decree.
4. Responsibilities of Controllers at enterprises wholly owned by the State shall comply with Clause 4 Article 16 of this Decree.
5. The owner’s representative authority shall:
a) Organize implementation in accordance with Clause 1 of this Article;
b) Based on inspection results, request competent authorities to conduct inspection or investigation where necessary.
Article 18. Handling of supervision and inspection results
Based on supervision and inspection results:
1. The owner’s representative authority and the supervision or inspection decision-maker shall:
a) Consolidate supervision and inspection results in accordance with Articles 16 and 17 of this Decree into the Report on supervision and inspection results of management and investment of state capital in assigned enterprises for the preceding year and submit it to the Ministry of Finance before July 31 each year;
b) Recommend and propose handling of issues detected through supervision and inspection; request direct owner’s representatives, state capital representatives and enterprises to propose or implement remedial solutions;
c) Where inspection results are insufficient to assess the actual situation, recommend competent authorities to conduct inspection or investigation in accordance with regulations;
d) During consideration and handling of supervision and inspection results, where signs of violations are detected, transfer applications to competent inspection or investigation authorities in accordance with law.
2. The owner’s representative authority shall direct owner’s representatives, state capital representatives and enterprises to:
a) Fully implement warnings and recommendations; promptly remedy and handle issues detected during supervision and inspection;
b) Organize implementation of directions of the owner’s representative authority and competent authorities and warnings, recommendations and measures to enhance monitoring and supervision of state capital in enterprises and improve effectiveness of management and investment of state capital in enterprises;
c) Propose and implement necessary solutions to remove difficulties and obstacles in management and investment of state capital in enterprises; report matters beyond competence in accordance with regulations.
Article 19. Entity conducting special financial supervision
1. The owner’s representative authority shall conduct special financial supervision in accordance with Articles 19 to 23 of this Decree for state-owned enterprises assigned for management when such enterprises are placed under special financial supervision in order to improve production and business performance, preserve and develop state capital in enterprises; prevent waste and corruption; formulate and implement remedial plans and restructuring plans to restore production and business activities and financial condition of enterprises.
2. Special control of credit institutions shall be conducted in accordance with the law on credit institutions.
Article 20. Signs of financial unsafety of enterprises
1. Signs of financial unsafety of enterprises include:
a) For enterprises in the planned loss period: the reported annual loss exceeds 30% of the planned loss approved by competent authorities.
b) For enterprises after the planned loss period falling into one of the following cases:
b1) The reported annual loss is equal to or greater than 30% of the owner’s invested capital or accumulated losses exceed 50% of the owner’s invested capital;
b2) The ratio of liabilities to equity exceeds the safety threshold prescribed by the owner’s representative authority (if any).
2. Other signs that the owner’s representative authority shall consider when determining financial unsafety of enterprises include:
a) For enterprises in the planned loss period: actual losses exceed planned losses for 2 consecutive years.
b) For enterprises after the planned loss period falling into one of the following cases:
b1) Losses for 2 or more consecutive years;
b2) Net revenue or gross profit decreases for 2 or more consecutive years;
b3) Cash flow from operating activities is negative for 2 or more consecutive years;
b4) Failure to conduct audit of financial statements; or issuance of adverse audit opinions, disclaimer of opinion in the audit report; or qualified audit opinions in the audit report for 2 consecutive years on the same matter materially affecting production and business activities of the enterprise; audit reports containing emphasis of matter paragraphs or indications of issues, events or conditions that, individually or in aggregate, may cast significant doubt on the enterprise’s ability to continue as a going concern for 2 consecutive years.
3. Signs prescribed in Clauses 1 and 2 of this Article serve as warning indicators for potential placement of an enterprise under special financial supervision. Where an enterprise shows one of these signs, the owner’s representative authority shall take charge of evaluation of production, business and investment activities of the enterprise, consider signs of financial unsafety and decide whether to place the enterprise under special financial supervision or continue supervision and inspection in accordance with Articles 14 to 18 of this Decree.
Article 21. Decision on special financial supervision
When an enterprise is placed under special financial supervision, the owner’s representative authority shall issue a decision on special financial supervision for the enterprise. The decision on special financial supervision shall include: name of the enterprise subject to special financial supervision; grounds for special financial supervision; subject matters of special financial supervision.
Article 22. Responsibilities of the owner’s representative authority for enterprises placed under special financial supervision
1. For enterprises wholly owned by the State
a) Direct the direct owner’s representative of state capital in the enterprise to analyze and assess main causes leading to financial unsafety of the enterprise.
b) Direct the direct owner’s representative in the enterprise to formulate a plan to remedy financial difficulties of the enterprise. Where restructuring of organization, business operations or finance is required, the owner’s representative authority shall consider and approve the enterprise restructuring plan.
The remedial plan and restructuring plan must clearly specify units and individuals responsible for implementation; specific results to be achieved upon completion; implementation timeline; conditions for implementation and support needs within the scope permitted by law (if any).
c) Prescribe reporting frequency, supervision indicators and feedback mechanisms among the owner’s representative authority, the enterprise and relevant parties (if necessary).
d) Supervise the enterprise in implementation of the approved plan.
dd) Coordinate with relevant agencies to analyze and evaluate business performance, financial management and operation and administration of production and business activities of the enterprise in order to provide direction to the enterprise.
e) Where necessary, the owner’s representative authority shall organize supervision or coordinate with the Ministry of Finance and relevant agencies to supervise the enterprise in order to assess truthfulness and accuracy of indicators in enterprise reports; management and administration of business operations by the executive board; management of production, business, finance and other resources of the enterprise.
Supervision must be accompanied by reports and conclusions on supervision subject matters and provide recommendations to the enterprise.
g) Report and recommend to the Government or the Prime Minister handling solutions where the enterprise has implemented solutions and recommendations of the owner’s representative authority but its production and business performance and financial condition have not improved.
h) When the enterprise has recovered and continuation of special financial supervision is no longer necessary, the owner’s representative authority shall assess and issue a decision to terminate special financial supervision.
i) Where an enterprise under special financial supervision fails to restore production and business activities and financial condition in accordance with the restructuring plan or remedial plan upon expiry of the implementation period, it shall report to competent authorities for implementation of ownership conversion or enterprise rearrangement in accordance with regulations.
2. For enterprises in which the State holds more than 50% and less than 100% of charter capital
The owner’s representative authority shall direct the state capital representative to vote and decide on matters prescribed in Clause 1 of this Article to implement special financial supervision.
Article 23. Responsibilities of the Members’ Council, the Company President, the General Director or Director of enterprises under special financial supervision
1. Prepare a remedial plan and a restructuring plan for organization, business operations and finance and submit them to the owner’s representative authority within 30 days from the date of issuance of the Decision on special financial supervision.
2. Report to the owner’s representative authority at the frequency agreed with the owner’s representative authority on approved supervision indicators in the remedial plan and restructuring plan for organization, business operations and finance of the enterprise.
Section 4. INTERNAL SUPERVISION OF ENTERPRISES
Article 24. Objectives and principles of internal supervision
1. State-owned enterprises must conduct internal supervision of investment activities and management of state capital in enterprises.
Enterprises in which the State holds not more than 50% of charter capital shall, based on their specific conditions and circumstances, consider and decide on conducting internal supervision of investment activities and management of state capital in enterprises in accordance with Section 4 Chapter II of this Decree.
2. Objectives of internal supervision
a) Promptly identify shortcomings in management of capital and assets in enterprises.
b) Improve operational efficiency and enhance transparency in management and administration.
c) Practice thrift, prevent waste and corruption, improve production and business performance, and preserve and develop state capital.
d) Ensure that management and restructuring of enterprise investment capital in joint stock companies and limited liability companies comply with law and the Scheme dossier approved by competent authorities.
3. Principles of internal supervision
a) Comply with the law on management and investment of state capital in enterprises and relevant laws, and internal procedures and regulations of enterprises, ensuring objectivity, timeliness, publicity and transparency.
b) Enterprises shall be responsible for formulating and promulgating regulations and procedures serving internal supervision and evaluation of production and business performance, including financial regulations, internal regulations, risk management procedures, regulations on financial supervision and evaluation of operational efficiency of companies wholly owned by the enterprise and joint stock companies and limited liability companies with two or more members, and other internal inspection and control regulations of the enterprise.
c) Proactively conduct internal supervision; strengthen effective coordination among units and individuals assigned internal supervision duties and relevant units and individuals in supervision and inspection activities.
d) The Members’ Council, the Company President, the Board of Directors and state capital representatives shall conduct internal supervision of enterprises, promptly formulate solutions and measures to prevent risks of unsafety in management of enterprise capital and assets based on internal supervision results; fully and promptly implement recommendations and warnings of supervision, inspection and audit authorities.
Article 25. Subject matters of internal supervision
1. Production and business performance, preservation and development of state capital in enterprises.
2. Exercise of rights and responsibilities of the Members’ Council, the Board of Directors, the Company President, Controllers, state capital representatives and enterprise capital representatives.
3. Investment, transfer of investment capital, collection of profits and distributed dividends in joint stock companies and limited liability companies.
4. Management by enterprises of companies wholly owned by the enterprise and of capital contributions of the enterprise in joint stock companies and limited liability companies with two or more members.
5. Other subject matters as requested by the owner’s representative authority.
EVALUATION AND CLASSIFICATION OF ENTERPRISES
Section 1. EVALUATION AND CLASSIFICATION OF ENTERPRISES WHOLLY OWNED BY THE STATE
Article 26. Objectives and principles of evaluation and classification of enterprises
1. Objectives of evaluation and classification of enterprises
a) Objective of enterprise evaluation
Enterprise evaluation results serve as the basis for enterprise classification.
b) Objective of enterprise classification
Enterprise classification results serve as the basis for appropriation of the Reward and Welfare Fund of the enterprise; evaluation of direct owner’s representatives and Controllers; and consideration of investment of state capital to supplement charter capital of the enterprise.
2. Evaluation and classification of credit institutions wholly owned by the State shall comply with the law on credit institutions.
Article 27. Assignment of indicators for enterprise evaluation
1. Assignment of indicators shall be based on: annual macroeconomic development indicators, development strategies and sectoral and industry development indicators in production and business, enterprise development strategies; sectoral and industry trends; production and business performance; and tasks assigned by competent authorities.
2. Before March 31 of the evaluation year, based on Clause 1 of this Article, the owner’s representative authority shall review and assign indicators as prescribed in Article 28 of this Decree and other indicators (if necessary) for enterprise evaluation consistent with assigned target indicators, business lines, specialties and production and business characteristics of each enterprise.
3. Based on production and business activities and tasks assigned or ordered by the State in accordance with regulations on the List of public products and services using state budget funds from recurrent expenditures, the owner’s representative authority shall decide on assignment of indicators consistent with enterprise classification.
For national defense and security enterprises, the Ministry of National Defense and the Ministry of Public Security shall classify enterprises to assign annual evaluation indicators for enterprises under their management.
Article 28. Basic indicators for evaluation and classification of enterprises
1. Based on business lines, specialties and production and business characteristics of each enterprise, the owner’s representative authority shall assign basic indicators for enterprise evaluation, including:
a) Indicator 1: Total revenue;
b) Indicator 2: Profit after tax;
c) Indicator 3: Return on equity (ROE);
d) Indicator 4: Value of completed volume or disbursed value for investment projects for which the enterprise acts as the governing body under the Law on Public Investment; investment items and investment projects reviewed and approved by the owner’s representative authority in accordance with regulations;
dd) Indicator 5: Implementation of assigned tasks.
Implementation of tasks of providing public products and services assigned or ordered by the State; implementation of political, national defense and security tasks assigned by competent authorities.
2. Indicators prescribed in Clause 1 of this Article shall be determined and calculated based on data in audited annual financial statements of independent single-member limited liability companies and parent companies, statistical reports and other relevant documents in accordance with regulations.
For enterprises operating in sectors classified as state secrets in accordance with law, indicators prescribed in Clause 1 of this Article shall be determined and calculated based on data in annual financial statements of independent single-member limited liability companies and parent companies approved by the Members’ Council or the Company President and audited by the State Audit Office (if any), statistical reports and other relevant documents in accordance with regulations.
For Indicator 3: Where ROE is not applicable, the indicator of return on assets (ROA) shall be assigned.
For Indicator 4: Value of completed volume or disbursed value for investment projects for which the enterprise acts as the governing body under the Law on Public Investment; investment items and investment projects reviewed and approved by the owner’s representative authority regarding objectives, investment capital level, capital sources and implementation timeline in accordance with Point b Clause 3 Article 20 of the Law on Management and Investment of State Capital in Enterprises; investment items and investment projects approved by the owner’s representative authority in accordance with procedures for, competence and provisions of the Law on Management and Use of State Capital Invested in Production and Business in Enterprises No. 69/2014/QH13 and documents on elaboration of and guidelines for implementation.
Article 29. Grounds for evaluation and classification of enterprises
1. Level of implementation of assigned tasks and indicators on an annual basis.
2. Audited annual financial statements of the parent company.
3. Results of supervision and inspection of management and investment of state capital in enterprises.
4. Overall operational efficiency of the enterprise, taking into account exclusion of impacts as prescribed in Clause 3 Article 30 of this Decree.
5. Arising issues affecting implementation results of production and business plans and investment development of the enterprise.
Article 30. Methods of evaluation and classification of enterprises
1. The owner’s representative authority shall assign evaluation and classification indicators to the parent company in accordance with business lines, specialties and production and business characteristics of each enterprise, strategic tasks or tasks assigned in the evaluation year.
For enterprises operating not for profit, the owner’s representative authority may decide not to assign Indicators 2 and 3 to ensure consistency with specific operational characteristics; evaluation and classification shall be based on assigned indicators.
2. Enterprise evaluation shall be conducted on the basis of comparison between assigned tasks and indicators and actual performance results.
For Indicators 1, 2 and 3: An enterprise whose performance is equal to or higher than assigned indicators shall be assessed as Achieved.
For Indicator 4: An enterprise completing 90% or more of the assigned completed volume value or disbursed investment capital value shall be assessed as Achieved.
For Indicator 5: An enterprise completing assigned output and product or service quality indicators in accordance with prescribed standards shall be assessed as Achieved. Implementation of political, national defense and security tasks shall be assessed by the owner’s representative authority as Achieved or Not Achieved.
3. The owner’s representative authority shall evaluate and classify enterprises based on overall operational efficiency, and consider exclusion of impact factors as follows:
a) Impact arising from implementation of political tasks assigned by competent authorities; national defense and security tasks; non-profit tasks; testing of new technology products and services or new business models.
b) Impact arising from objective factors such as natural disasters, fires, epidemics, wars and other force majeure events assessed and approved by the owner’s representative authority.
4. Enterprise classification results shall be divided into 3 levels: Class A, Class B and Class C enterprises based on the level of completion of assigned indicators.
a) For profit-oriented enterprises, classification shall be based on performance results of Indicators 1, 2, 3 and Indicator 4 prescribed in Clause 1 Article 28 of this Decree as follows:
An enterprise shall be classified as Class A when Indicators 1, 2 and 3 are simultaneously assessed as Achieved.
An enterprise shall be classified as Class C when 3 or more indicators are assessed as Not Achieved; or where Indicators 1 and 2 are assessed as Not Achieved.
An enterprise shall be classified as Class B if it is not classified as Class A or Class C.
b) For enterprises whose regular and principal activities are provision of public products and services using state budget funds from recurrent expenditures and implementation of national defense and security tasks, classification shall be based on performance results of Indicators 1, 2, 3 and Indicator 5 prescribed in Clause 1 Article 28 of this Decree as follows:
An enterprise shall be classified as Class A when Indicators 1, 5 and 3 are simultaneously assessed as Achieved.
An enterprise shall be classified as Class C when 3 or more indicators are assessed as Not Achieved; or where Indicators 1 and 5 are assessed as Not Achieved.
An enterprise shall be classified as Class B if it is not classified as Class A or Class C.
Article 31. Organization of evaluation and classification of enterprises
1. Enterprises
Enterprises shall, based on assigned indicators, conduct self-evaluation and classification, prepare and submit the Report on evaluation and classification of enterprises to the owner’s representative authority within the time limit prescribed by the owner’s representative authority.
2. The owner’s representative authority
a) Prescribe the deadline for submission of the Report on evaluation and classification by enterprises, ensuring sufficient time for evaluation and issuance of classification decisions and publication of classification results before August 15 each year.
b) Prepare the consolidated Report on evaluation and classification of enterprises under its management and submit it to the Ministry of Finance before August 31 each year.
3. Ministry of Finance
Based on Reports on evaluation and classification submitted by owner’s representative authorities, consolidate and report the overall Report on evaluation and classification of enterprises to the Government before September 30 each year.
Section 2. EVALUATION OF PERFORMANCE OF ENTERPRISES IN WHICH THE STATE HOLDS MORE THAN 50% AND LESS THAN 100% OF CHARTER CAPITAL
Article 32. Objectives of evaluation
1. Objective: Evaluation results of enterprise performance serve as the basis for the owner’s representative authority to evaluate state capital representatives and to appropriate the Reward and Welfare Fund of the enterprise.
2. Evaluation of performance of credit institutions in which the State holds more than 50% and less than 100% of charter capital shall comply with the law on credit institutions.
Article 33. Grounds for evaluation
1. Results of implementation of annual business plans approved by the General Meeting of Shareholders or the Members’ Council.
2. Implementation of tasks of providing public products and services assigned or ordered by the State; implementation of political tasks assigned by competent authorities and national defense and security tasks.
3. Overall operational efficiency of the enterprise, excluding impacts arising from implementation of political tasks assigned by competent authorities; national defense and security tasks; non-profit tasks; testing of new technology products and services or new business models; and impacts of objective factors.
4. Results of supervision and inspection of management and investment of state capital in enterprises.
Article 34. Organization of evaluation
1. State capital representatives
Annually, state capital representatives appointed, nominated or hired by the owner’s representative authority shall prepare the evaluation report in accordance with regulations of the preceding year and submit it to the owner’s representative authority before August 15 each year.
2. The owner’s representative authority
Evaluate enterprise performance based on comparison between actual performance results and business plans approved by the General Meeting of Shareholders or the Members ‘Council and in accordance with Article 52 of the Law on Management and Investment of State Capital in Enterprises.
EVALUATION OF REPRESENTATIVES AND CONTROLLERS
Article 35. Evaluation of direct owner’s representatives, state capital representatives in enterprises in which the State holds more than 50% and less than 100% of charter capital, and Controllers at enterprises wholly owned by the State
1. Responsibility for evaluation
a) Annually, the owner’s representative authority shall assign and clearly determine work indicators and tasks for direct owner’s representatives, state capital representatives and Controllers.
b) The owner’s representative authority shall evaluate direct owner’s representatives, state capital representatives and Controllers and be held accountable before the law for its decisions.
2. Timing of evaluation
a) Evaluation of direct owner’s representatives and Controllers at enterprises wholly owned by the State shall be conducted annually after the owner’s representative authority announces enterprise classification results in accordance with law.
b) Evaluation of state capital representatives shall be conducted after the owner’s representative authority completes evaluation of enterprise performance.
c) For direct owner’s representatives, state capital representatives and Controllers who are Party members, Party member evaluation and classification shall be conducted first; thereafter, the owner’s representative authority shall conduct evaluation in accordance with regulations.
3. Objective of evaluation
Evaluation results of direct owner’s representatives, state capital representatives and Controllers at enterprises wholly owned by the State serve as the basis for consideration of appointment, designation, nomination, hiring, re-appointment, approval of resignation, dismissal, termination and commendation or discipline in accordance with regulations.
4. Direct owner’s representatives, state capital representatives and Controllers shall be evaluated at 4 levels: Excellent completion of duties; Good completion of duties; Completion of duties; Failure to complete duties.
Article 36. Grounds for evaluation
1. For direct owner’s representatives:
a) Enterprise evaluation and classification results: enterprise classification in accordance with Section 1 Chapter III of this Decree;
b) Compliance with policies and laws of the enterprise;
c) Compliance by the direct owner’s representative with policies and laws on management and investment of state capital in enterprises;
d) Compliance with and implementation of directions and instructions of competent authorities; annual programs, plans, indicators and assigned tasks; enterprise charter; and implementation of recommendations of inspection and audit authorities.
2. For state capital representatives in enterprises in which the State holds more than 50% and less than 100% of charter capital:
a) Enterprise performance evaluation results: enterprise classification in accordance with Section 2 Chapter III of this Decree;
b) Other evaluation grounds as prescribed at Points c and d Clause 1 of this Article and the Operational Regulations of enterprise capital representatives.
3. For Controllers at enterprises wholly owned by the State:
a) Enterprise classification results: Enterprise classification results in accordance with Section 1 Chapter III of this Decree;
b) Exercise of rights and responsibilities of Controllers in accordance with law and the Operational Regulations of Controllers.
4. Indicators of total revenue, profit after tax, return on equity (or return on assets), after exclusion of impact factors in accordance with Clause 3 Article 30 of this Decree when conducting enterprise evaluation and classification for enterprises wholly owned by the State and evaluation of performance of enterprises in which the State holds more than 50% and less than 100% of charter capital, shall be used to evaluate direct owner’s representatives and state capital representatives.
For enterprises operating not for profit, based on performance of assigned tasks, the owner’s representative authority shall consider and decide on evaluation and classification of direct owner’s representatives and state capital representatives consistent with specific operational characteristics of the enterprise.
Article 37. Procedures for evaluation
1. For direct owner’s representatives and Controllers at enterprises wholly owned by the State
a) Direct owner’s representatives and Controllers shall conduct self-assessment, determine their proposed evaluation level and prepare evaluation reports to be submitted to the owner’s representative authority;
b) Based on evaluation contents prescribed in this Decree and practical circumstances during enterprise operations, the owner’s representative authority shall consider and decide the evaluation level for direct owner’s representatives and Controllers.
2. For state capital representatives in enterprises in which the State holds more than 50% and less than 100% of charter capital
a) State capital representatives shall conduct self-assessment, determine their proposed evaluation level and prepare evaluation reports to be submitted to the owner’s representative authority;
b) The owner’s representative authority shall obtain comments and evaluations from the Board of Directors and the Supervisory Board (if necessary);
c) Based on evaluation contents prescribed in this Decree and practical circumstances during enterprise operations, the owner’s representative authority shall consider and decide the evaluation level for state capital representatives.
3. Evaluation results shall be archived in personnel files and notified to each direct owner’s representative, state capital representative and Controller.
Article 38. Evaluation results
1. Direct owner’s representatives shall be evaluated as follows:
a) Excellent completion of duties:
The enterprise is classified as Class A, in which Indicator 1 or Indicator 2 exceeds the assigned target. The enterprise complies with policies and laws.
The direct owner’s representative complies with policies and laws on management and investment of state capital in enterprises, the enterprise charter, directions of the owner’s representative authority and competent authorities; and implements recommendations of inspection and audit authorities.
b) Good completion of duties:
The enterprise is classified as Class A; or the enterprise is classified as Class B and Indicator 1 or Indicator 2 exceeds the assigned target. The enterprise complies with policies and laws.
The direct owner’s representative complies with policies and laws on management and investment of state capital in enterprises, the enterprise charter, directions of the owner’s representative authority and competent authorities; and implements recommendations of inspection and audit authorities.
c) Completion of duties:
The enterprise is classified as Class B; the enterprise complies with policies and laws.
The direct owner’s representative complies with policies and laws on management and investment of state capital in enterprises, the enterprise charter, directions of the owner’s representative authority and competent authorities; and implements recommendations of inspection and audit authorities.
d) Failure to complete duties:
The enterprise is classified as Class C; or the direct owner’s representative fails to comply with policies and laws on management and investment of state capital in enterprises; violates the enterprise charter or internal regulations; fails to comply with directions of the owner’s representative authority and competent authorities; or fails to implement recommendations of inspection and audit authorities.
2. State capital representatives at enterprises in which the State holds more than 50% and less than 100% of charter capital shall be evaluated as follows:
a) Excellent completion of duties:
Total revenue, profit after tax and return on equity achieve assigned targets, of which at least one of these three indicators exceeds the assigned target.
The state capital representative complies with policies and laws on management and investment of state capital in enterprises, the enterprise charter, directions of the owner’s representative authority and competent authorities; and implements recommendations of inspection and audit authorities.
b) Good completion of duties:
Total revenue and profit after tax achieve assigned targets.
The state capital representative complies with policies and laws on management and investment of state capital in enterprises, the enterprise charter, directions of the owner’s representative authority and competent authorities; and implements recommendations of inspection and audit authorities.
c) Completion of duties:
Total revenue or profit after tax achieves the assigned target.
The state capital representative complies with policies and laws on management and investment of state capital in enterprises, the enterprise charter, directions of the owner’s representative authority and competent authorities; and implements recommendations of inspection and audit authorities.
d) Failure to complete duties:
The enterprise’s performance does not fall within cases prescribed at Points a, b and c of this Clause; or the state capital representative fails to comply with policies and laws on management and investment of state capital in enterprises; violates the enterprise charter or internal regulations; fails to comply with directions of the owner’s representative authority and competent authorities; or fails to implement recommendations of inspection and audit authorities.
3. Controllers at enterprises wholly owned by the State shall be evaluated as follows:
a) Excellent completion of duties: The enterprise is classified as Class A; the Controller exercises rights and responsibilities in accordance with regulations.
b) Good completion of duties: The enterprise is classified as Class B; the Controller exercises rights and responsibilities in accordance with regulations.
c) Completion of duties: The enterprise is classified as Class C; the Controller exercises rights and responsibilities in accordance with regulations.
d) Failure to complete duties: The Controller is assessed as failing to exercise rights and responsibilities in accordance with regulations.
4. For state capital representatives at enterprises in which the State holds 50% or less of charter capital
Based on compliance with policies and laws on management and investment of state capital in enterprises, the enterprise charter and directions of the owner’s representative authority and competent authorities, the owner’s representative authority shall apply Clause 2 of this Article mutatis mutandis to evaluate state capital representatives.
REPORTING AND INFORMATION DISCLOSURE
Section 1. REPORTS ON ENTERPRISE OPERATIONS
Article 39. Reports on enterprise operations
1. State-owned enterprises shall prepare the Report on management and investment of state capital in enterprises and submit it to the owner’s representative authority before April 30 of the subsequent year, enclosed with annual financial statements audited by an independent audit organization or by the State Audit Office for enterprises operating in sectors classified as state secrets in accordance with law (if any) and approved by the Members’ Council, the company President or the General Meeting of Shareholders; including separate financial statements of the parent company and consolidated financial statements of economic groups, state corporations and parent companies within parent-subsidiary groups.
2. State capital representatives at joint-stock companies and multi-member limited liability companies in which the State holds 50% or less of charter capital shall prepare the Report on management and investment of state capital in enterprises and submit it to the owner’s representative authority before April 30 of the subsequent year, enclosed with annual financial statements; including separate financial statements of the parent company and consolidated financial statements of economic groups, state corporations and parent companies within parent-subsidiary groups.
3. The owner’s representative authority shall consolidate and prepare the Report on management and investment of state capital in enterprises under its management and submit it to the Ministry of Finance before June 30 each year.
4. The Ministry of Finance shall review and consolidate the nationwide Report on management and investment of state capital in enterprises for submission to the Government for consideration and approval before August 31 each year for reporting to the National Assembly at its year-end session. The nationwide Report on management and investment of state capital in enterprises prepared by the Ministry of Finance shall include the following principal contents:
a) Production and business performance of enterprises and credit institutions with state capital;
b) Investment of state capital in enterprises;
c) Overseas investment activities of state-owned enterprises;
d) Assessment of operational performance; recommendations and solutions to enhance operational efficiency of enterprises with state capital contributions.
5. The owner’s representative authority, state-owned enterprises and state capital representatives at joint-stock companies and multi-member limited liability companies in which the State holds 50% or less of charter capital shall submit reports prescribed in Clauses 1 and 2 of this Article in hard copy and simultaneously submit electronic versions via the Information System on management and investment of state capital in enterprises.
6. Direct owner’s representatives, state capital representatives and owner’s representative authorities shall be responsible for the accuracy, truthfulness and timeliness of reports. Controllers at enterprises wholly owned by the State shall supervise reporting and provide objective and prudent opinions on reports prescribed in Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises before submission to the owner’s representative authority.
7. State-owned enterprises shall prepare reports prescribed at Points a and dd Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises annually and submit them to the owner’s representative authority before April 30 of the subsequent year.
8. State-owned enterprises shall:
a) Prepare quarterly reports prescribed at Points b, c, e and g Clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises and submit them to the owner’s representative authority before the 20th day of the first month of the following quarter for supervision purposes and for reporting to the Prime Minister with respect to enterprises specified in Appendix I enclosed with the Decree on certain contents of management and investment of state capital in enterprises.
b) Report issues arising that affect enterprise business performance, including:
b1) Contents prescribed in Clause 5 Article 19, Clause 3 Article 26, Clause 6 Article 36, and Clauses 3 and 4 Article 39 of the Law on Management and Investment of State Capital in Enterprises (if any);
b2) Other arising issues affecting enterprise business performance.
9. The owner’s representative authority, enterprises and state capital representatives shall prepare and submit other governance reports via the Information System on management and investment of state capital in enterprises.
Article 40. Information system on management and investment of state capital in enterprises
1. The Information System on management and investment of state capital in enterprises comprises hardware, software and databases established to create, provide, transmit, collect, process, store, exchange and share information via network platforms.
2. Users of the system include:
a) State-owned enterprises;
b) Owner’s representative authorities;
c) Direct owner’s representatives and state capital representatives.
d) The Ministry of Finance;
dd) Other entities: the Government Office, regulatory agencies and other organizations and individuals authorized to mine and use information on the System in accordance with devolution.
3. Scope of data:
a) Account system and user information;
b) Information of enterprises with state capital;
c) Reports created and updated by enterprises, state capital representatives in enterprises, owner’s representative authorities and the Ministry of Finance in accordance with the Law on Management and Investment of State Capital in Enterprises and documents on elaboration of and guidelines for implementation;
d) Reports published by owner’s representative authorities and the Ministry of Finance.
4. Connection and information sharing between the Information System on management and investment of state capital in enterprises and other national databases and specialized databases shall comply with Decree No. 278/2025/ND-CP dated October 22, 2025, of the Government, on mandatory connection and data sharing among agencies of the political system.
5. Responsibilities of the Ministry of Finance
a) Take charge of formulation, management and operation of the Information System on management and investment of state capital in enterprises in accordance with the Law on Management and Investment of State Capital in Enterprises, this Decree and relevant laws.
b) Promulgate the Regulations on management and use of the Information System on management and investment of state capital in enterprises.
Section 2. INFORMATION DISCLOSURE ON ENTERPRISE OPERATIONS
Article 41. Entities, objectives and principles for information disclosure
1. Entities
a) State-owned enterprises shall disclose information periodically and ad hoc in accordance with the law on enterprises.
b) State-owned enterprises for which the Ministry of National Defense or the Ministry of Public Security acts as the owner’s representative authority shall disclose information in accordance with guidance of the Minister of Public Security and the Minister of National Defense.
c) The Ministry of Finance and owner’s representative authorities shall disclose information in accordance with this Decree.
2. Objectives
a) Ensure transparency, objectivity and truthfulness regarding enterprise operations and promptly detect violations.
b) Implement powers and responsibilities of state ownership representatives and employees in supervision, inspection and implementation of regulations on democracy at state-owned enterprises; practice thrift, prevent waste and corruption, improve production and business performance, and preserve and develop state capital.
3. Principles
a) Information disclosure must be complete, accurate and timely in accordance with law to ensure requirements for publicity and transparency of enterprise operations and ensure effectiveness and efficiency in management and supervision by the State and society.
b) Titles of electronic documents must correspond to the titles of disclosed report types. The disclosure language is Vietnamese.
c) Reports disclosed via electronic networks have the same legal validity as hard copies and serve as the basis for cross-checking, comparison and authentication of information for information collection and consolidation, and for supervision and inspection in accordance with law.
d) Disclosed reports must be maintained on portals or websites of owner’s representative authorities and the Ministry of Finance for at least 5 years; disclosed and published information must be preserved and archived in accordance with law.
dd) Disclosed information must not contain state secrets under the law on protection of state secrets or matters prohibited from posting under international treaties.
e) The basis for information disclosure includes annual reports, plans and decisions of owner’s representative authorities and the Ministry of Finance as prescribed in this Decree and Decrees guiding the Law on Management and Investment of State Capital in Enterprises.
Article 42. Information disclosure by owner’s representative authorities
1. Owner’s representative authorities shall regularly disclose on their websites the list of enterprises assigned for management and the State’s contributed capital in enterprises.
2. Owner’s representative authorities shall disclose the Supervision and inspection plan for assigned enterprises before January 31 each year.
3. Owner’s representative authorities shall disclose the annual Decision on assignment of evaluation and classification indicators for each assigned enterprise before March 31 each year.
4. Owner’s representative authorities shall disclose the Report on management and investment of state capital in enterprises before June 30 each year.
5. Owner’s representative authorities shall disclose the Report on supervision and inspection results of management and investment of state capital in enterprises before July 31 each year.
6. Owner’s representative authorities shall disclose the Report on evaluation and classification of enterprises of assigned enterprises before August 31 each year.
7. Owner’s representative authorities shall disclose other reports, plans and decisions in accordance with Decrees guiding the Law on Management and Investment of State Capital in Enterprises.
8. Disclosed information shall be provided in written form and electronic data via portals or websites of owner’s representative authorities.
Article 43. Information disclosure by the Ministry of Finance
1. Contents of information disclosure by the Ministry of Finance
a) Disclose the Plan for direct supervision and inspection of owner’s representative authorities regarding investment of state capital in enterprises and management and investment of state capital in enterprises before January 31 of the implementation year (if any).
b) Disclose the Government’s report on nationwide management and investment of state capital in enterprises no later than 10 days after the Government reports to the National Assembly.
c) Disclose the Report on evaluation and classification of enterprises before September 30 each year.
d) Based on the Prime Minister’s directions, disclose the Report on supervision and inspection results of investment of state capital in enterprises and management and investment of state capital in enterprises prepared by the Ministry of Finance.
2. Forms and methods of information disclosure by the Ministry of Finance
a) Disclose information in written form and electronic data via portals or websites of the Ministry of Finance.
b) Establish a section titled “Information disclosure on enterprise operations” on the website of the Ministry of Finance to receive and disclose information on enterprise operations.
c) Where information disclosure cannot be made within the prescribed time limit due to force majeure, the Ministry of Finance shall report to the Prime Minister the reasons for postponement and the expected time for resumption of information disclosure. The Ministry of Finance must disclose information immediately after the force majeure event has been remedied or immediately upon expiry of the postponement period.
Article 44. Transitional provisions
Evaluation and classification of enterprises and evaluation of direct owner’s representatives, state capital representatives and Controllers for financial years up to and including 2025 shall be conducted in accordance with Law No. 69/2014/QH13; Decree No. 87/2015/ND-CP dated October 6, 2015, of the Government, on supervision of investment of state capital in enterprises; financial supervision, evaluation of operational efficiency and disclosure of financial information of state-owned enterprises and enterprises with state capital; and other relevant documents on elaboration of and guidelines for implementation of Law No. 69/2014/QH13.
1. This Decree comes into force as of the date of signing for promulgation.
2. Decree No. 87/2015/ND-CP dated October 6, 2015, of the Government, on supervision of investment of state capital in enterprises; financial supervision, evaluation of operational efficiency and disclosure of financial information of state-owned enterprises and enterprises with state capital, shall cease to be effective as of the effective date of this Decree, except for cases prescribed in Article 44 of this Decree.
3. This Decree provides for annulment of Article 12 of Decree No. 10/2019/ND-CP dated January 30, 2019, of the Government, on exercise of powers and responsibilities of state ownership representatives.
1. The Ministry of Finance shall take charge and cooperate with ministries and sectors in providing guidance, organizing implementation and inspecting implementation of this Decree; and prescribe forms to implement supervision and inspection contents.
2. The Ministry of Home Affairs shall take charge of providing guidance and cooperate with relevant agencies in supervision, inspection and assessment of the status of implementation of policies on salary, remuneration and bonuses for employees and managers in enterprises.
3. Political organizations, the Vietnam Fatherland Front and its member organizations shall apply provisions of the Law on Management and Investment of State Capital in Enterprises and this Decree when promulgating specific guiding regulations for implementation of supervision, inspection, evaluation, classification, reporting and information disclosure in management and investment of capital of their organizations in enterprises consistent with practical conditions.
4. Ministers, heads of ministerial agencies, heads of Governmental agencies, Presidents of province-level People’s Committees, and enterprises, direct owner’s representatives and state capital representatives shall implement this Decree.
5. The Ministry of Finance and owner’s representative authorities shall conduct supervision and inspection fully and promptly and be held accountable to the Government and the Prime Minister within their assigned functions and tasks./.
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ON BEHALF OF THE GOVERNMENT Ho Duc Phoc |
