Quyết định 1339/QD-BKHDT

DECISION

ON THE PROMULGATION OF THE CHARTER OF ORGANIZATION AND OPERATION OF THE SMALL AND MEDIUM ENTERPRISE DEVELOPMENT FUND

MINISTER OF PLANNING AND INVESTMENT

Pursuant to the Government’s Decree No. 36/2012/ND-CP dated April 18, 2012 on the functions, missions, authority and organizational structure of ministries and ministerial-level bodies;

Pursuant to the Government’s Decree No. 116/2008/ND-CP dated November 14, 2008 on the functions, missions, authority and organizational structure of the Ministry of Planning and Investment;

Pursuant to the Government’s Decree No. 56/2009/ND-CP dated June 30, 2009 on the support for development of small and medium enterprises;

Pursuant to the Prime Minister’s Decision No. 601/QD-TTg dated April 17, 2013 on the establishment of the Small and Medium Enterprise Development Fund;

At the request of the Director of the Small and Medium Enterprise Development Fund and the Head of the Department of Personnel and Organization,

HEREBY DECIDES:

Article 1. This Decision is enclosed with the Charter of organization and operation of the Small and Medium Enterprise Development Fund.

Article 2. This decision takes effect from the date of signing.

Article 3. Chairperson of the Management Council, Director of the Small and Medium Enterprise Development Fund; Chief of Office of the Ministry, Head of the Department of Personnel and Organization and heads of the agencies under the Ministry shall be responsible for implementing this Decision./.

CHARTER

ON THE ORGANIZATION AND OPERATION OF THE SMALL AND MEDIUM ENTERPRISE DEVELOPMENT FUND
(Annexed to the Decision No. 1339/QD-BKHDT dated September 29, 2014 by the Minister of Planning and Investment)

Chapter I

GENERAL PROVISIONS

Article 1. Terminology

Apart from the terminologies defined in the Prime Minister’s Decision No. 601/QD-TTg dated April 17, 2013, the following wording is construed as follows:

1. “Charter capital” means the level of capital defined in the Charter of organization and operation of the Small and Medium Enterprise Development Fund (hereinafter referred to as the Fund).

2. “Actual charter capital” refers to the amount of charter capital which the state budget has actually allocated to the Fund, for its operations, and is indicated in the Fund's accounting records pursuant to the Decision No. 601/QD-TTg.

3. “Related individuals" include the father, adoptive father, mother, adoptive mother, child, adopted child, biological siblings of a member of the Management Council, Executive Board, Control Committee or the chief accountant of the Fund.

Article 2. Name, headquarter and charter capital of the Fund

1. Name of the Fund:

a) Full name: Small and Medium Enterprise Development Fund

b) Abbreviated name: SMEDF

c) International business name: Small and Medium Enterprise Development Fund

2. Main address: 6B Hoang Dieu street, Hoang Van Thu ward, Ba Dinh district, Hanoi city.

3. Telephone, fax, website:

a) Telephone: 080.44965

b) Fax: 080.44952

c) Website: www.smedf.gov.vn; http://www.phattriendnnvv.gov.vn

4. Charter capital of the Fund

a) The charter capital of the Fund, sourced from the state budget, is VND 2,000 (two thousand) billion. The state budget shall allocate the charter capital of the Fund sufficiently in a period of 3 years upon the decision on its establishment. An amount of VND 500 billion is appropriated each of the first two years while an amount of VND 1,000 billion is allotted in the third year.

b) The increase of the Fund's charter capital is at the discretion of the Prime Minister at the proposal of the Ministry of Planning and Investment in unison with the Ministry of Finance.

Article 3. Legal status, juridical personality and legal representative

1. Small and Medium Enterprise Development Fund is a state-owned financial institution under the Ministry of Planning and Investment. Founded pursuant to the Prime Minister’s Decision No. 601/QD-TTg dated April 17, 2013, it is financed by the state budget, domestic and foreign sources as per the legislation of Vietnam with the aim of supporting small and medium enterprises in possession of a feasible business project that involves a state-defined priority sector and accords with the Fund’s criteria for support. Its purposes are to augment competitiveness, enhance enterprises' additional values, contribute to income increments and create jobs.

2. The Fund is a juridical person that has charter capital, separate balance sheet, official seal and accounts in the State Treasury and commercial banks operating lawfully in Vietnam.

3. The legal representative of the Fund is its Director.

Article 4. Principles of operation

1. The Fund operates in the form of state-owned financial institution, exercises financial autonomy and is dedicated to the not-for-profit preservation and development of finances.

2. The Fund is exempt from taxes and payables to the state budget as per legal regulations.

Article 5. Organization and personnel

1. The organizational and operational structure of the Fund consists of:

a) Management Council, composed of 06 individuals who are a Chairman and 05 members;

b) Control Committee, composed of 03 individuals who are a head and 02 controllers;

c) The Fund is operated by the Executive Board (Director and Vice directors), Chief accountant and specialized departments, representative offices in provinces and central-affiliated cities.

2. The revision to the organizational and operational structure of the Fund is at the discretion of the Minister of Planning and Investment in line with his authority defined in this Charter and in adherence to Section 4, Article 13 of the Decision No. 601/QD-TTg

3. The personnel of the Fund include state officials (Director and Vice directors), state employees (Chief accountant and heads of specialized departments) and contract workers.

4. The tenure of the Fund’s state officials and state employees is under the Ministry of Planning and Investment’s payroll for administration and public service.

5. The quantity of contract workers is at the discretion of the Fund according to its demand for executing the functions and assignments and its self-financing capacity.

Article 6. Political and socio-political entities

1. The unit(s) of Vietnam Communist Party in the Fund shall operate in adherence to the Constitution, the legislation of the government of the Socialist Republic of Vietnam and the regulations of Vietnam Communist Party.

2. Labor union(s), units of the Ho Chi Minh city’s Communist Youth Union and other socio-political bodies in the Fund shall operate in adherence to the Constitution, the legislation of the government and such entities’ regulations.

Article 7. Responsibilities of Ministry of Planning and Investment

1. Execute the rights and responsibilities defined in the Decision No. 601/QD-TTg;

a) Lead and cooperate with the Ministry of Finance, Ministry of Internal Affairs, Ministry of Justice, State Bank and relevant agencies in promulgating the Fund's charter of organization and operation.

b) Decide on the formation of the Management Council of the Fund, the appointment and dismissal of the Chairperson of the Management Council, Director, Vice directors, Chief accountant and heads of specialized departments in the Fund's operating entities.

c) Lead and cooperate with the Ministry of Finance in proposing to the Prime Minister for the allocation of sufficient charter capital to the Fund by the regulated schedule; and decide on the increase and decrease of the Fund’s charter capital.

d) Verify the Fund’s quarterly and annual plans for finances and financing, reports on receivables and spending as per legal regulations.

dd) Lead and cooperate with relevant and local authorities in promulgating the Fund’s list of priority sectors and priority selection criteria.

e) Decide on the duration of loan for the projects that have long production cycles and require a duration of loan longer than 7 years but less than 10 years.

f) Guide, inspect and supervise the execution of the regulations on the organization and operation of the Fund to maintain the appropriate goals of the Fund's activities.

g) Propose to the Prime Minister for reorganizing or dissolving the Fund.

2. Authorize the Management Council of the Fund to conduct certain missions defined in this Charter.

3. Execute other rights and responsibilities as per the laws.

Chapter II

MISSIONS AND AUTHORITY OF THE FUND

Article 8. Missions of the Fund

1. Receive, manage and use the finances sourced from the state budget and other domestic and foreign funds as per the legislation of Vietnam to mobilize financial supports for small and medium enterprises.

2. Receive and manage the aids, assistances, entrusted funds and contributions from domestic and foreign organizations and individuals to carry out activities and to support the development of small and medium enterprises.

3. Make loans to small and medium enterprises in need of finances in adherence to the Fund's loan conditions by mandating Vietnam Development Bank or commercial banks on the principle that the banks exercise discretion in making the loans and undertake credit risks from the loaned projects.

4. Form and present the list of priority sectors and the priority selection criteria of the Fund to the Ministry of Planning and Investment for promulgation.

5. Formulate and present the strategies of development, 5-year and annual operation plans to the Management Council for approval.

6. Aggregate, report and furnish information on the Fund’s finance and supports to small and medium enterprises through its activities pursuant to the regulations of the Ministry of Planning and Investment and competent government authorities.

7. Propose the formulation and execution of the policies for developing small and medium enterprises.

8. Manage the organizations, personnel, finances and assets given as per the laws and the echelons defined by the Ministry of Planning and Investment and other regulations in relation to the Fund's activities.

9. Carry out other missions assigned by the Minister of Planning and Investment.

Article 9. Authority of the Fund

1. Organize the organizational and operational system of the Fund in adherence to the its Charter of organization and operation; promulgate regulations intra vires on the Fund's activities.

2. Monitor, supervise and inspect, on periodic or ad hoc basis, the banks with which the Fund engages in a entrustment contract; cooperate with the entrusted banks in inspecting and supervising the investment and business projects that employ the Fund's financial aids.

3. Request the entrusted banks to suspend the aids or call due the loans upon exposing the organizations' or individuals' violation of the credit contracts or of the government’s regulations; terminate the entrustment contracts with the entrusted banks upon detecting the banks’ breach of such contracts; file lawsuits against violations as per the laws.

4. Deposit the Fund’s idle capital into commercial banks that have been founded and have operated pursuant to the legislation of Vietnam to preserve and develop the Fund's capital in safety.

5. Engage in projects and assistance activities and receive sponsorship, aids and contributions from domestic and foreign organizations and individuals to provide financial supports to small and medium enterprises or to assist the execution of the Fund’s missions.

6. Engage in the activities of international cooperation with respect to the Fund’s functions and missions.

7. Engage in the promotion of the policies for developing small and medium enterprises and of the Fund's activities.

8. Engage in capacity enhancement activities, meetings, conferences, studies and surveys to propose the formulation and execution of the policies for developing small and medium enterprises.

9. Solicit the engagement of the specialists from ministries, bodies and relevant organizations in:

a) Providing advices, assessing and examining the business projects that require loans from the Fund

b) Examining the loans sourced from the Fund;

c) Formulating the Fund’s literature and specialized operating regulation;

d) Capacity enhancement activities, promotional activities, meetings, conferences, studies and surveys of the Fund;

dd) Other activities as per the laws.

10. Have the right to refuse to provide the Fund’s information, financial supports or personnel to organizations and individuals if their requests are contrary to this Charter and the laws.

11. Have to the right to refuse sponsorship, cooperation and loan deemed unlawful or contrary to the Charter of organization and operation of the Fund.

12. Interact directly with domestic and foreign organizations and individuals to carry out the Fund’s missions.

13. Recruit, hire, arrange, employ, plan, train and appoint state officials, state employees and workers; choose the forms of payment of salary and incentives according to the result of the Fund’s activities, have other rights of an employer as per the laws and the Ministry of Planning and Investment’s levels of management of state officials and state employees and this Charter.

Chapter III

ACTIVITIES OF THE FUND

Article 10. Activities of the Fund

1. Receive, manage and use the financial sources, domestic and foreign entrusted funds as per the legislation of Vietnam to mobilize financial supports for small and medium enterprises.

2. Receive, manage and use sponsorships, aids, supports and voluntary contributions from domestic and foreign organizations and individuals.

3. Entrust entities to make loans to small and medium enterprises.

4. Deposit idles funds in commercial banks.

5. Conduct other activities as per the laws and this Charter.

Article 11. Entrustment of entities to loan small and medium enterprises

1. The Fund shall entrust Vietnam Development Bank or qualifying commercial banks to make loans to small and medium enterprises that require finances and qualify pursuant to Section 4 of this Article.

2. Principle of entrustment: the Fund shall entrust the banks to assess information and decide on loans to business projects and to assume the risks from the projects to which the loans have been made.

3. The content of entrustment shall be defined in a entrustment contract as per the State Bank's current regulations and specific agreements between the Fund and a entrusted bank.

4. The conditions on a loan sourced from the Fund shall be subject to Article 7 of the Decision No. 601/QD-TTg which are:

a) A small or medium enterprise whose business project is feasible and involves a priority sector that the Fund has listed.

b) The owner of the small or medium enterprise that conducts the business project has full legal and civil capacities.

c) The equity capital of the small or medium enterprise affords at least 20% of the business project and its finances suffice to carry out such project.

d) The small or medium enterprise is capable of repaying debts by the schedule defined in the signed credit contract.

dd) The small or medium enterprise abide by the current legal regulations on loan guarantee.

e) The small or medium enterprise whose feasible business project receives loan(s) from the Fund cannot solicit preferential loans from other state-owned credit institutions.

5. The application and procedure for loan, loan recovery, on-lending, debt deferment, transfer and settlement of overdue debts ensuing from the loans sourced from the Fund’s entrusted funds shall be subject to the Fund’s regulation on entrusted loan, entrustment contracts and entrusted banks' regulations.

Article 12. Trusteeship, receipt of aids, sponsorships and contributions

1. The receipt, management and use of aids, sponsorships, supports and contributions from domestic and foreign organizations and individuals for conducting the activities of supporting financially the small and medium enterprises shall adhere to current laws and the Fund’s regulation on financial management.

2. The execution of an entrustment from a domestic or foreign organization or individual with regard to the development of small and medium enterprises shall be subject to the entrustment contract between the Fund and the trustor in accordance with current legal regulations and the Fund’s regulation on financial management. The entrustment fee is subject to negotiation and is recorded into the entrustment contract.

3. The methods of loan and support, sourced from entrusted funds, aids, sponsorships, assistances and contributions, for small and medium enterprises shall be subject to the objectives and requests of the trustors or sponsors and the entrustment contract or the agreement on sponsorship or assistance in adherence to the legislation of Vietnam and this Charter.

Article 13. Level, duration and interest rate of loans

1. The maximum level of loan for a business project shall be 70% of the project’s total investment capital (excluding the working capital); however, the loan shall not exceed VND 30 billion.

2. The duration of loan shall accord with the recoverability of a loan, the borrower’s solvency and the particular conditions of each business project; however, it shall not exceed seven (07) years. In special cases of the projects that have long production cycles and require a longer loan duration, the Fund shall report to the Ministry of Planning and Investment for an appropriate loan duration that shall not exceed ten (10) years.

3. The Fund shall set preferential loan interest rates from time to time pursuant to Section 3, Article 8 of the Decision No. 601/QD-TTg and the guidelines of the Ministry of Finance.

Article 14. Risk handling and relevant authority

1. The banks entrusted by the Fund shall set up provision(s) for risks and risk handling to compensate for the loans to small and medium enterprises pursuant to current regulations of the State Bank on credit institutions' anti-risk provisions.

2. The Fund shall set up an annual anti-risk provision to indemnify itself against losses and risks that ensue from its loan entrustment contracts with the banks or from its acceptance of entrustment from domestic and foreign organizations. The level of the Fund’s anti-risk provision shall be subject to the guidelines of the Ministry of Finance.

Article 15. Cooperation with domestic and foreign organizations and individuals

1. The cooperation with or the receipt of aids, sponsorships or additional capital from foreign organizations and individuals shall be at the discretion of the Chairperson of the Management Council of the Fund.

2. The cooperation with or the receipt of aids, sponsorships or additional capital from domestic organizations and individuals shall be at the discretion of the Director of the Fund and subject to the approval of the Chairperson of the Management Council of the Fund.

Chapter IV

SYSTEM OF ORGANIZATION AND OPERATION

PART I. MANAGEMENT COUNCIL

Article 16. Organization of the Management Council

1. Management Council consists of six (06) members: Chairperson of the Management Council shall be a managerial official of the Ministry of Planning and Investment; and five (05) members are the managerial officials of the Ministry of Finance, Vietnam State Bank, Enterprise Development Agency - Ministry of Planning and Investment, the Directors of the Fund and the Vietnam Association of Small and Medium Enterprises.

2. The said bodies shall designate, replace and dismiss their representatives as members of the Management Council of the Fund.

Article 17. Missions and authority of the Management Council

1. Ratify the Charter of organization and operation of the Fund before presenting it to the Minister of Planning and Investment; propose amendments to the Charter, on the recommendation of the Director, to the Minister of Planning and Investment.

2. Promulgate the operating regulations specialized for the Management Council and Control Committee pursuant to this Charter.

3. Decide on development strategies and schemes, 5-year and annual operational plans of the Fund according to the government’s policies and direction for the development of small and medium enterprises.

4. Examine and endorse the Fund’s operation reports, financial reports and annual finalized accounting statements that the Director has presented.

5. Ratify the Fund’s list of priority sectors and the Fund’s priority selection criteria before presenting them to the Minister of Planning and Investment for promulgation.

6. Appoint and dismiss the head and members of the Control Committee;

7. Ratify the operation plans and reports from the Control Committee of the Fund, examine the Control Committee’s reports on controlling the compliance with the operating regulations and the result of the appraisals of the Fund’s financial reports.

8. Supervise and inspect the activities of the Fund's operating entities and Control Committee in regard to the execution of the regulations of the government, the Fund’s Charter of organization and operation and the decisions of the Management Council of the Fund.

9. Promulgate the Fund's specialized operating regulations on construction investment, procurement and asset management; receipt, management and use of finances; entrustment and trusteeship; risk management and other specialized operating regulations as per the Fund’s administrative demands.

10. Employ the Fund’s system and official seal to carry out its missions and exercise its authority as per the Charter;

11. Promulgate the Fund’s essential regulations intra vires.

12. Execute other rights and obligations as per the laws.

Article 18. Missions and authority of the Chairperson of the Management Council

1. Assume liability for the Management Council's decisions to the Minister of Planning and Investment.

2. Organize and operate the activities of the Management Council of the Fund in adherence to the Charter of the Fund and according to the Council’s resolutions and decisions.

3. Give assignments to the members of the Management Council to carry out the missions and exercise the authority of the Management Council.

4. Sign and promulgate resolutions, decisions and other papers under the authority of the Management Council as per this Charter and relevant legal regulations.

5. Convene and designate the members of the Management Council to prepare contents of the Management Council’s meetings.

6. Mandate the members of the Management Council to carry out his missions and authority.

7. Present the Minister of Planning and Investment with information on the organizational structure and system of the operating entities of the Fund and the decisions on formation and dissolution of specialized units of the Fund’s operating entities at the requests of the Director of the Fund.

8. Assess and present information to the Minister of Planning and Investment for approval of the duration of loan in excess of seven (07) years but not exceeding ten (10) years for the projects that have long production cycles and require an extensive duration of loan.

9. Decide on cooperating with and receiving aids, sponsorships, entrustment, contributions or additional capital from foreign organizations and individuals.

10. Decide on the appointment and dismissal of the Head and members of the Control Committee.

11. Decide on supervising and inspecting the activities of the operating entities and Control Committee of the Fund in regard to the implementation of the government's regulations, the Charter of organization and operation of the Fund and the decisions of the Management Council.

12. Instruct the Director of the Fund to inspect and supervise the professional activities of the Fund.

13. Consider and approve the proposals of the Director of the Fund with respect to the matters defined in Section 5 and 6, Article 24 of this Charter.

14. Carry out other assignments given by the Minister of Planning and Investment.

15. Carry out other missions defined in this Charter.

Article 19. Missions and authority of the members of the Management Council

1. The members of the Management Council shall be responsible for implementing the resolutions and decisions of the Management Council and particular assignments given by the Chairperson of the management Council. In addition, they are entitled to remunerations and other benefits as per the government’s regulations.

2. The term of office of a member of the Management Council is 05 (five) years. When his term expires, a member of the Management Council may be re-appointed.

3. The members to whom the Chairperson of the Management Council gives a mandate shall be held liable to the Chairperson for the assignments to which they are mandated.

4. A member of the Management Council shall be subject to dismissal in the following events:

a) Be given by a court a sentence or ruling that has taken legal effect;

b) Be not capable of handling the assignments, be deprived of or limited in civil capacity;

c) Honor no honesty when carrying out missions or authority, or abuse the position(s) and authority for personal gains or other individuals’ gains;

d) Commit a violation against the laws and this Charter.

5. A member of the Members’ Council shall be subject to replacement in the following events:

a) Submit his resignation;

b) Retire or be transferred or assigned to other tasks;

c) Be in health conditions that are unfit for the position;

d) Be subject to dismissal according to Section 4 of this Article.

6. The members of the Management Council shall be responsible for upholding the confidentiality of information even after their dismissal pursuant to the legislation on protection of information and state secrets.

Article 20. Operation

1. Management Council shall hold a meeting every three months to review and settle matters under their obligation and authority. Furthermore, they shall meet on ad hoc basis to handle imperative issues at the request of the Chairperson of the Management Council or Director or Head of the Control Committee or upon requests of at least two thirds of the Management Council's members.

2. A meeting of the Management Council, in which the presence of at least two thirds of the members is obligatory, shall be presided by the Chairperson or a mandated member.

3. Chairperson of the Management Council shall have the opinions of the members absent from a meeting obtained in writing. The opinions of such members shall be obtained in writing at least 05 (five) working days prior to the date of the meeting. The written records of the absent members’ opinions shall be sent to the Chairperson at least 1 (one) working day prior to the date of the meeting.

4. Chairperson of the Management Council shall have the members' opinions obtained in writing with respect to the matters subject to the Management Council’s settlement if no meeting is held. The process of obtainment of opinions shall be governed by the Council’s operating regulations.

5. Management Council shall decide on matters by majority rule. If different opinions gain equal voting, the Chairperson of the Council shall have the casting vote.

6. The content of a meeting of the Management Council and result decisions shall be recorded and notified in writing to all of its members.

7. Management Council shall employ the system of the Fund’s operating entities and the Fund’s official seal to carry out its missions and authority as per this Charter.

8. The expenditure for the Management Council’s activities shall be deemed as the Fund’s operating expense.

PART II. CONTROL COMMITTEE

Article 21. Organization of the Control Committee

1. Control Committee undertakes the missions of controlling the activities of the Small and Medium Enterprise Development Fund, maintaining the compliance of the implementation of the Fund’s functions and missions with the laws, the government's regulations and the Charter of organization and operation of the Fund, and giving accurate and truthful information, pertinent conclusions and proposals regarding the Fund’s activities to the Management Council and competent government authorities.

2. Control Committee consists of three (03) individuals who are the head and two (02) members. A member of the Control Committee shall not be the spouse, parent, child or biological sibling of a member of the Management Council, the Director or a Vice director.

3. The members of the Control Committee shall have 5-year or longer expertise in finance, accounting, banking and law. In addition, their conduct is ethical and they have neither violated the laws nor incurred a warning or harsher disciplinary penalty.

4. The term of office of a member of the Control Committee is five (05) years.

5. The head of the Control Committee shall be appointed and dismissed by the Management Council. Other members of the Control Committee shall be appointed and dismissed by the Management Council at the request of the head of the Control Committee.

6. The activities of the Control Committee shall be subject to the regulations of the Management Council. The members of the Control Committee shall carry out their assignments independently and assume personal liability to the Management Council and the law for their assignments.

7. The operating expenditure of the Control Committee shall be recorded as the Fund’s managerial expense.

Article 22. Missions and authority of the Control Committee

1. Operate independently according to the campaigns that the Management Council has approved.

2. Inspect and supervise the management of the Fund’s activities and the compliance with the laws, the Charter of organization and operation of the Fund;

3. Propose solutions for revising and ameliorating the structure of organization and management of the Fund;

4. Control Committee shall be responsible for reporting to the Management Council about the result of inspection and supervision of the Fund’s financial activities on quarterly, annual and case basis;

5. Review the annual financial statements of the Fund and report thereof to the Management Council and relevant bodies.

6. Utilize the internal inspection and control system of the Fund to carry out its missions.

7. Have the right to request information and receive documentation regarding the management and operation of the Fund.

8. The head or the mandated member(s) of the Control Committee can participate in the Management Council's meetings and state their opinions on the matters that the Council discusses but shall not hold any voting right.

9. Carry out other missions and authority that the Management Council assigns.

PART III. OPERATING ENTITIES OF THE FUND

Article 23. Organization of the Fund's operating entities

1. The operating entities of the Fund consist of the Director, Vice directors, Chief accountant, specialized departments and representative offices in adherence to the decisions of the Minister of Planning and Investment.

2. The functions and missions of the specialized departments and representative offices of the Fund shall be defined by the Director upon the approval of the Management Council.

3. The operating entities of the Fund shall function by their specialization.

Article 24. Missions and authority of the Director

1. Act as the legal representative of the Fund, assume liability to the Management Council and competent government authorities for the management of the Fund’s operating entities as per the laws and this Charter.

2. Organize and manage the activities of the Fund’s operating entities; decide on the Fund's activities pursuant to the Charter, the Management Council's resolutions and the laws; assume liability for the result of the Fund's operations;

3. Organize the formulation of the campaigns, action plans, schemes for mobilizing capital and financial aids, and financial plans; prepare finalized accounting reports and present such materials to the Management Council for approval and implementation.

4. Present the following documents to the Management Council for approval:

a) The Charter of organization and operation of the Fund before it is submitted to the Minister of Planning and Investment for promulgation or revision;

b) The Fund’s list of priority sectors and the Fund’s priority selection criteria before they are reported to the Minister of Planning and Investment for promulgation;

c) The annual and 5-year action plans of the Fund;

d) The Fund's specialized operating regulations;

dd) The financial statements of the Fund before they are presented to the Ministry of Planning and Investment for approval;

e) Other documents pursuant to the laws and the Charter of the Fund.

5. Apply to the Chairperson of the Management Council for pre-approval of the following matters before they are reported to the Minister of Planning and Investment for endorsement:

a) The establishment, division, consolidation, merger and dissolution of the specialized units of the Fund's operating entities;

b) The appointment and dismissal of Vice directors, Chief accountant and heads of specialized departments and representative offices.

6. Promulgate the following documents that have been approved by the Chairperson of the Management Council:

a) Written decisions on the functions and missions of the Fund’s specialized departments and representative offices;

b) Operating regulations of the Fund’s operating entities;

c) Regulations on recruitment, training, deployment and management of personnel;

dd) Internal spending regulations;

dd) Regulations on commendation and discipline;

e) Policies on employees’ remunerations and social benefits in adherence to the laws;

7. Promulgate the documents that define guidelines for implementing the government’s regulations, the Management Council’s written instructions and other papers under his authority as per the laws and the Charter of the Fund.

8. Organize the activities of internal inspection and control as per the laws.

9. Decide on entrusted loans and other specialized activities pursuant to this Charter and under the authority defined by the Chairperson of the Management Council.

10. Manage and employ the capital, assets and other resources of the Fund pursuant to this Charter and the laws.

11. Carry out the account holder’s tasks of the Fund;

12. Engage independent auditing organizations to audit the Fund's activities.

13. Decide on the appointment and dismissal of the vice heads of the Fund’s specialized departments; decide on the appointment, deployment and management of state officials, state employees and workers in the Fund as per the laws and the echelon of management of state officials and state employees as defined by the Ministry of Planning and Investment;

14. Carry out the missions designated or authorized by the Management Council or Chairperson of the Management Council.

15. Decide on commendations for and disciplinary actions against the teams and individuals in the Fund's operating entities as per the laws.

16. Report to the Management Council and competent government authorities pursuant to this Charter and other regulations relevant to the Fund’s activities.

17. Carry out other missions and authority defined in this Charter or the assignments that the Minister of Planning and Investment has given.

Article 25. Vice Directors and Chief accountant

1. Vice directors and Chief accountant shall assist the Director of the Fund to conduct the missions that the Director designates. In addition, they shall be held liable to the Director and the law for their assignments.

2. There shall be no more than 03 Vice directors.

Article 26. Recruitment and personnel management

1. The Fund shall recruit individuals who are competent, qualifying and capable of accomplishing the tasks pursuant to the standards defined by the Ministry of Planning and Investment and the Fund's recruitment regulations.

2. The recruitment, deployment and management of state officials and state employees in the Fund shall be subject to current regulations on the management of state officials and state employees and the personnel management levels defined by the Ministry of Planning and Investment.

3. The recruitment, deployment and management of contract workers shall be governed by the legislation on labor and shall be subject to the labor contracts that the workers signed with the Director (or the person authorized by the Director).

4. The Director has the right to recruit personnel and terminate labor contracts in line with the Fund's operations in adherence to the Labor Code.

Article 27. Rights and responsibilities of employees

1. State officials, state employees and contract workers of the Fund shall receive benefits according to the laws, the Ministry of Planning and Investment’s regulations on personnel management and this Charter, or their labor contracts with the Director of the Fund (or a person authorized by the Director), and the Fund's regulations.

2. Salary, allowances and incentives for state officials, state employees and contract workers shall be subject to the quality and efficiency of their works in line with the result of the Fund's activities.

3. The pay scale, payroll, allowances, salary, wage, remunerations and incentives for state officials, state employees and contract workers of the Fund shall be subject to the Fund's financial management regulations and the Ministry of Finance's guidelines.

4. During their employment at the Fund, state officials, state employees and contract workers shall engage in works, training, education, observation and studies locally and abroad, when necessary, as designated by the Fund in adherence to the laws and the Ministry of Planning and Investment’s levels of personnel management.

5. State officials, state employees and contract workers of the Fund shall abide by the Charter, internal regulations and disciplines of the Fund and the current laws, or the contract labors between the employees and the employer.

Chapter V

FINANCE - ACCOUNTING - AUDITING

Article 28. Finance, accounting and auditing

1. A fiscal year of the Fund commences on the 01^st of January and ends on the 31^st of December of the calendar year.

2. On annual basis, the Fund shall be responsible for formulating, developing and presenting the plans for finances, financing, receipts and spending (with detailed notes) to the Ministry of Planning and Investment.

3. The mechanism of finance, accounting and auditing of the Fund shall be subject to this Charter and financial management regulations of the Fund and the Ministry of Finance’s guidelines.

4. The Fund shall organize its accounting system according to the legislation on accounting.

5. Management Council and Director of the Fund shall be held liable to the law and government authorities for the compliance with the Fund’s mechanism of finance, accounting and auditing.

Article 29. Formulation and verification of financial statements

1. The Fund shall operate the mechanism of periodic financial reporting, statistics and professional reporting as per the Ministry of Finance’s guidelines.

2. At the end of an operating year, the Fund shall make a financial report. The operating entities of the Fund shall prepare and present the annual financial reports, for which the Control Committee shall provide opinions, to the Management Council for approval before such reports are submitted to the Ministry of Planning and Investment.

3. On annual basis, the Fund's financial reports shall be audited by an independent auditing organization founded and operated lawfully in Vietnam or the state audit office pursuant to current laws.

Article 30. Allocation of differentials between spending and earnings

1. The result of the Fund’s financial activities reflects the differentials between its spending and earnings in a year. The amount of differentials shall be the result of the subtraction of the year’s total expenses from the year’s total earnings.

2. The Fund shall allocate the differentials pursuant to the Decision No. 601/QD-TTg the Fund’s financial management regulations and the Ministry of Finance’s guidelines.

Chapter VI

DISPUTE SETTLEMENT, REORGANIZATION, DISSOLUTION

Article 31. Settlement of disputes

All disputes between the Fund and other juridical and natural persons, in direct or indirect relation to the Fund’s activities, shall be settled as per current laws.

Article 32. Reorganization and dissolution of the Fund

1. The reorganization or dissolution of the Small and Medium Enterprise Development Fund shall be reported by the Minister of Planning and Investment to the Prime Minister for consideration and decision.

2. The establishment, reorganization or merger of specialized units of the Fund’s operating entities shall be at the discretion of the Minister of Planning and Investment upon the request of the Director of the Fund in accordance with the approval of the Management Council of the Fund.

Chapter VII

DISCLOSURE AND CONFIDENTIALITY

Article 33. Disclosure

1. The Fund can disclose information on its domestic and overseas activities.

2. The disclosure of the Fund’s information shall be subject to current laws, the Ministry of Planning and Investment's regulations on disclosure and confidentiality and this Charter.

Article 34. Confidentiality

1. State officials, state employees and contract workers of the Fund and related individuals shall not disclose confidential information of the Fund's activities as per the laws.

2. The Fund has the right to refuse the requests of organizations and individuals for information on the Fund’s activities, except the requests made by competent government authorities as per the laws or except the circumstances in which the entities involved agree to such disclosure.

Chapter VIII

IMPLEMENTATION

Article 35. Implementation

1. Difficulties that arise during the process of implementation should be reported promptly to the Small and Medium Enterprise Development Fund to be reviewed and reported by the Chairperson of the Management Council to the Minister of Planning and Investment for appropriate instruction and settlement.

2. Chairperson and members of the Management Council of the Fund, head of the Control Committee, Director of the Small and Medium Enterprise Development Fund and heads of relevant entities shall be responsible for organizing the implementation of this Charter.

Article 36. Amendment

Minister of Planning and Investment shall decide on amendments to this Charter at the request of the Director of the Fund in adherence to the approval of the Management Council of the Fund./.