Article 88. Regulations applied to state-owned companies

1. State-owned company shall be organized and administered in accordance with this Chapter, corresponding regulations in Section 2 Chapter III, and other relevant regulations of this Law. In case of any discrepancy between Chapter IV and Chapter III and other regulations of this Law, this Law shall prevail.

2. Regulations of Section 1 of Chapter III and Chapter V of this Law shall apply to administration of wholly state-owned companies.

Article 89. Organizational structure

The agency that represents the state ownership (hereinafter referred to as representative agency) shall decide whether to operate the state-owned company in the form of a limited liability company using one of the two models prescribed in Clause 1 Article 78 of this Law.

Article 90. The Board of members

1. The Board of members, on behalf of the company, shall exercise the company’s rights and obligations in accordance with this Law and relevant regulations of law.

2. The Board of members consists of not more than 07 people, including the Chairperson and other members. Members of the Board of members are standing members, designated, dismissed, commended, and disciplined by the representative agency.

3. The term of office of the Chairperson and other members shall not exceed 05 years. Members of the Board of members may be re-designated with a term limit of 02 terms.

Article 91. Rights and obligations of the Board of members

1. The Board of members, on behalf of the company, shall perform the rights and obligations of the owner, shareholders, members to the companies under the ownership of the company or the shares/stakes of which are held by the company.

2. The Board of members has the following rights and obligations:

a) Decide the contents prescribed in the Law on management and use of state capital for investment in enterprises;

b) Decide the establishment, restructuring, dissolution of branches, representative office, and financially dependent units;

c) Decide annual business plans, market development policies, marketing, and technology of the company;

d) Organize internal audits and decide establishment of the internal audit unit.

dd) Perform other rights and obligations prescribed by this Law, relevant regulations of law, and the company’s charter.

Article 92. Conditions and standards of members of the Board of members

A member of the Board of members must:

1. has qualifications and actual experience of the business administration or of the enterprise’s business lines.

2. Not be a spouse, birth parent, adoptive parent, birth child, adopted child, sibling, brother-in-law, sister-in-law of the head or deputy head of the representative agency, another member of the Board of members, the Director/Deputy Director or General Director/Deputy General Director, the Chief accountant, or a Controller of the company.

3. Not be an official of a regulatory body, political organizations, socio-political organizations, or not be a manager of a subsidiary.

4. Not ever be discharged from the position of the Chairperson of the Board of members, member of the Board of members, the company’s President, Director/General Director, Deputy Director/Deputy General Director of a state-owned company.

5. satisfy other standards and conditions prescribed by the company’s charter.