Decision No. 216/2003/QD-TTg dated October 27, 2003 of the Prime Minister approving the charter on organization and operation of Vietnam Railways Corporation

DECISION

APPROVING THE CHARTER ON ORGANIZATION AND OPERATION OF VIETNAM RAILWAYS CORPORATION

THE PRIME MINISTER

Pursuant to the December 25, 2001 Law on Organization of the Government;

Pursuant to the April 20, 1995 Law on State Enterprises;

Pursuant to the June 12, 1999 Law on Enterprises;

Considering the proposal of the Managing Board of Vietnam Railways Corporation and the opinions of the Ministry of Communications and Transport, the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Home Affairs and the Central Economic Commission,

DECIDES:

Article 1.- To approve the Charter on Organization and Operation of Vietnam Railways Corporation, issued together with this Decision.

Article 2.- The ministers of Communications and Transport; Finance; Planning and Investment, and the heads of the concerned agencies shall guide the implementation of this Decision.

Article 3.- This Decision takes effect 15 days after its publication in the Official Gazette.

The ministers, the heads of the ministerial-level agencies, the heads of the Government-attached agencies, the presidents of the provincial/municipal People's Committees, the Managing Board and general director of Vietnam Railways Corporation shall have to implement this Decision.

CHARTER

ON ORGANIZATION AND OPERATION OF VIETNAM RAILWAYS CORPORATION
(Promulgated together with the Prime Minister's Decision No.216/2003/QD-TTg of October 27, 2003)

Chapter I

GENERAL PROVISIONS

Article 1.- Vietnam Railways Corporation (hereinafter called the Corporation for short) set up by the Prime Minister's decision is a large-sized State corporation and comprises members being independent - cost accounting enterprises, dependent- cost accounting enterprises and non-business units, which are closely bound together in economic interests, finance, technology, information, training, research, marketing and other fields of activities within the Corporation in order to enhance the specialization capability and production cooperation; raise the efficiency of production and business activities of member units and the entire Corporation; and to meet the demands of the economy.

Article 2.- The Corporation shall have the following tasks:

To do business in railways transportation, multi-modal domestic and international transportation; to provide transport agency and services; to manage, operate, repair and maintain the national railways infrastructure system; to counsel on, survey, design, manufacture, build and repair railways facilities, equipment, spare parts and mechanical products; to counsel on, survey, design and build traffic, irrigation, industrial and civil works; to produce and trade in construction materials, consumer goods, foodstuff; to deal in real estates, tourism, hotels, goods export and import, telecommunication and informatic services, printing, labor export; to enter into joint ventures and cooperation with domestic and foreign organizations on railways activities and conduct other business activities according to law.

Article 3.- The Corporation shall have:

1. The legal person status according to Vietnamese law.

2. The Organization and Operation Charter, the managerial and executive apparatus.

3. Capital and assets and responsibility for debts within the capital amount managed by the Corporation.

4. Seal, accounts at the State Treasury, domestic and foreign banks.

5. The balance sheet, concentrated funds as provided for by law.

6. Its shortened name is " Duong Sat Viet Nam" (DSVN).

Its international transaction name is Vietnam Railways, abbreviated to VNR.

7. Its headquarter is located at 118 Le Duan Road, Hanoi city.

Article 4.- The Corporation is managed by the Managing Board and administered by the general director.

Article 5.- The Corporation is subject to the State management by the ministries, ministerial-level agencies, Government-attached agencies and the provincial/municipal People's Committees and subject to the management by the agencies representing owners of State enterprises according to the provisions of the Law on State Enterprises, the Law on Enterprises and other law provisions.

Article 6.- The Communist Party of Vietnam organizations in the Corporation shall operate according to the Constitution, law and the Statute of the Communist Party of Vietnam.

The Trade Union organization and other socio-political organizations in the Corporation shall operate according to the Constitution and law.

Chapter II

RIGHTS AND OBLIGATIONS OF THE CORPORATION

Section I. RIGHTS OF THE CORPORATION

Article 7.- The Corporation shall have the financial-management rights as follows:

1. Being the main body in assigning the Government's plans, the Corporation shall have the right to manage and use capital, assets, land, natural resources and other resources assigned to it by the State according to the provisions of law in order to achieve the objectives and perform the tasks assigned by the State.

2. To re-assign to member units for management and use the resources received by the Corporation from the State; to adjust the resources already assigned to member units in case of necessity, being compatible with the planning, strategy, long-term and medium-term plans for general development of the Corporation.

3. To invest in, to enter into joint ventures with, to contribute stock capital to, to purchase part or whole of the assets of, other enterprises according to law provisions.

4. To transfer, liquidate, replace, lease, mortgage or pledge assets under the Corporation's management, except for the assets belonging to the railways infrastructure system or the entire important technological chain related to railways transportation and in service of public utility, which require the permission of competent State agencies, on the principles of preserving and developing capital; for land and natural resources under the Corporation's management and use rights, the corresponding legislation shall be complied with.

5. To use capital and funds of the Corporation in timely service of production and business demands according to the principles of preservation and efficiency. In case of necessity to use other capital sources and funds for wrong use purposes, the principle of reimbursement must be complied with.

6. To mobilize capital for business activities but without changing the ownership form; to be entitled to issue bonds according to law provisions; to mortgage the land use rights attached to properties under the Corporation's management at Vietnamese banks in order to borrow capital for business according to law provisions.

7. To set up, manage and use concentrated funds, capital amortization fund; the deduction rates, the regime of management and use of these funds shall comply with law provisions.

8. To distribute the remaining profits after fulfilling all obligations towards the State and setting up the development investment fund as well as other funds as provided for to laborers according to their respective contributions to the business results in the year and their respective shares (if any).

9. To enjoy the regimes of grant and price subsidies or other preferential treatment regimes of the State when performing the tasks of production and/or service provision in service of the people's welfare, national defense, security, natural disaster fighting and/or public utility under the State's price policies and social policies and earning revenues not enough to offset the production and service costs. Not to pay land use tax for the land areas within the railways infrastructure system.

10. To enjoy investment or re-investment preference regimes according to the State's regulations.

Article 8.- The Corporation shall have the rights to organize management and business as follows:

1. To organize the managerial apparatus, to organize business in accordance with the objectives and tasks assigned by the State.

2. To renew technology, to invest in construction, procure facilities and equipment in service of production, business and management, to maintain the railways infrastructure systems.

3. To set up the Corporation's branches and representative offices at home and abroad according to law provisions.

4. To work out and submit to the competent State agencies for approval the annual passenger train itinerary charts; to work out and promulgate cargo and other train itinerary charts; to publicize speed orders and load orders in compatibility with the material and technical foundations, organizational levels, managerial levels and transportation demands.

5. To select markets and uniformly divide markets among member units; to export, import, hire and lease means and equipment for domestic and international passenger and cargo transportation according to the State's regulations.

6. To decide on price brackets or buying and selling prices of principal supplies, raw materials, products and services; to unify the minimum export prices, maximum import prices except for products and services with prices set by the State.

7. To formulate, promulgate and apply norms on labor, supplies, wage unit price on product unit within the Corporation according to law provisions.

8. To decentralize the recruitment, hire, arrangement, employment and training of laborers; to select forms of payment of wages, bonuses and other interests by employers according to the provisions of the Labor Code and other law provisions; to decide on wage grades and bonus levels for laborers on the basis of wage unit price on product unit and efficiency of operation of the Corporation.

9. To invite and receive the Corporation's foreign business partners in Vietnam; to decide on sending the Corporation's representatives abroad for working missions, study, visits or surveys. The overseas trips of the Managing Board chairman and the general director must be permitted by competent authorities. For other members of the Managing Board, their overseas trips shall be decided by the Managing Board chairman. The overseas trips of deputy general directors and other titles within the Corporation's apparatus shall be decided by the general director.

10. To permit the construction, use and exploitation of the air space, land areas and/or water areas within the railways communication and transport work protection scope and effect the closure or opening of crossroads according to law provisions.

Article 9.- The Corporation shall have the rights to organize the management, repair and maintenance of railways infrastructure systems:

1. To manage capital and assets within the railways infrastructure systems according to the State’s regulations. To technically manage the specialized railways bridges, railways, tunnels, architectures and signal information systems. To act as investors in investment projects in the railways infrastructure systems being managed and operated by the Corporation according to law provisions on construction investment.

2. To organize apparatuses for management, repair and maintenance of railways infrastructure systems with non-business economic capital sources assigned by the State according to law provisions.

3. To draw up investment schemes and plans for management, repair and maintenance of railways infrastructures and submit them to competent State agencies for approval. To organize the plan assignment to, sign contracts with, and place goods orders to, enterprises according to plans on management, repair and maintenance of railways infrastructure systems, already approved by competent authorities.

4. To draw up and submit to competent State agencies for appraisal the technical designs, to approve the total cost estimates, cost estimates for overhauls of railways infrastructures with non-business economic capital sources. To approve technical blueprints, cost estimates for management, repair and regular maintenance of the railways infrastructure systems with non-business economic capital sources.

5. To formulate and submit to competent State agencies for approval or to decide to promulgate according to its competence the standards, technical-economic norms for management and maintenance of railways infrastructure systems.

6. To inspect, supervise, pre-acceptance test product volume and quality, to liquidate contracts and carry out procedures for the State Treasury to advance, allocate and/or pay capital to public-utility enterprises according to the completed volumes and quality of finished products.

Article 10.- The Corporation's right to railways communications and transport inspection: Under the Communications and Transport Minister's authorization, the Corporation shall organize the inspection of the observance of law provisions by organizations and individuals involved in railways communications and transport activities and handle administrative violations according to regulations, with the following contents:

1. To organize the deployment and implementation of regulations of the Ministry of Communications and Transport on organization of specialized railways communications and transport inspection activities.

2. To inspect and check organizations and individuals in the observance of law provisions on railways communications and transport and handle violations falling under its jurisdiction.

3. To coordinate with the provincial/municipal Services of Communications and Public Works in specialized railways communications and transport inspection activities.

4. The Corporation shall be provided by the State with funding for specialized railways communications and transport inspection activities according to law provisions.

Section 2. OBLIGATIONS OF THE CORPORATION

Article 11.- The Corporation shall have the following financial obligations:

1. To receive and efficiently use, preserve and develop the State-assigned capital, including capital invested in other enterprises; to receive and efficiently use assets, land and other resources assigned by the State for the achievement of objectives and the performance of tasks assigned by the State.

2. The Corporation shall be obliged:

a) To effect debts receivable and payable in its balance sheet at the time of capital assignment.

b) To repay international credits which the Corporation uses under the Government's decision.

c) To repay credits borrowed directly by the Corporation or credits guaranteed by the Corporation for member units to borrow under guarantee contracts, if these units are incapable of repaying them.

3. To strictly comply with the regimes and regulations on management of capital, assets, funds, accounting, audit and other regimes prescribed by the State; to be responsible for the authenticity of financial activities of the Corporation.

4. To publicize annual financial statements and information for the correct and objective evaluation of the Corporation's operation according to the Government's regulations.

Article 12.- The Corporation shall have the obligations to organize management and business as follows:

1. To make business registration and do business in strict accordance with the registered business lines; to be answerable to the State for the results of the Corporation's operation and be responsible before customers and laws for the products and services provided by the Corporation.

2. To formulate development strategies, plannings, long-term plans, five-year and annual plans in accordance with the assigned tasks and the market demands.

3. To fulfill international commitments on international railways transport and economic commitments with member units according to law provisions.

4. To sign economic contracts with partners and organize the implementation thereof.

5. To ensure major balances of the State, satisfy the market demands for cargo and passenger transportation and other services by railways; to stabilize prices of passenger and cargo transportation as well as other essential services which are being provided by the Corporation according to the State's regulations.

6. To renew and modernize technologies and management modes; to use incomes from asset transfer for re-investment, renewal of facilities, equipment and technologies of the Corporation.

7. To fulfill obligations towards laborers according to the provisions of the Labor Code, ensure the laborers' participation in the management of the Corporation.

8. To observe the State's regulations on protection of natural resources, environment, national defense and security.

9. To observe the regimes of statistical and accounting reports, periodical reports according to the State's regulations, and irregular reports at the requests of competent State agencies; to take responsibility for the authenticity of the reports.

10. To be subject to the inspection of the observance of regulations on inspection by finance bodies and competent State agencies according to law provisions.

Chapter III

MANAGING BOARD, CONTROL BOARD

Article 13.- The Managing Board shall perform the function of managing the operation of the Corporation, be answerable to the Prime Minister and law for the development of the Corporation according to the tasks assigned by the State.

The Managing Board shall have the following powers and tasks:

1. To receive, manage and use capital (including debts), land, natural resources and other resources assigned to the Corporation by the State.

2. To consider and approve plans proposed by the general director on the assignment of capital, land, assets and other resources to member units and plans for regulation of capital and other resources among member units; to inspect and supervise the implementation of those plans.

3. To consider and approve plans proposed by the general director on investment of capital and other resources in member joint-stock companies of the Corporation and other units outside the Corporation according to law provisions; to inspect and supervise the implementation of those plans.

4. To inspect and supervise all activities of the Corporation and the use, preservation and development of the assigned capital and resources; the observance of resolutions and decisions of the Managing Board and law provisions; the fulfillment of obligations towards the State.

5. To approve proposals of the general director, to submit to the Prime Minister or heads of the competent State agencies for approval the development strategies, plannings, long-term and five-year plans of the Corporation; to decide on the objectives and annual plans of the Corporation for the general director to organize the implementation.

6. To submit to the competent State agencies for approval or to decide according to its competence on investment plans, investment projects, projects on joint ventures with foreign countries according to law provisions; to decide on domestic joint-venture projects, other economic contracts of great value. To authorize the general director or directors of member units to approve investment projects according to limits prescribed in the Finance Regulation of the Corporation.

7. To approve plans on organization of management, production and business of the Corporation, which are submitted by the general director.

8. To submit to the Prime Minister for decision the reorganization of the Corporation and the establishment, division and separation, merger or dissolution of member units being State enterprises; to propose the competent State agencies to decide or approve plans on equitization, assignment, sale, business contracting or lease of enterprises and transformation into one-member limited liability companies of member units being State enterprises; approve plans on labor employment, plans on settlement of redundant labor in reorganized member units. To decide on renaming and addition or change of production and business lines (except for those to be permitted by the Prime Minister) for member units being State enterprises according to the Government's regulations. To decide on the establishment, reorganization, division and separation, merger or dissolution of attached units of member enterprises being State enterprises. To decide on the opening of branches, representative offices of the Corporation at home and overseas at the proposal of the general director.

9. To approve the proposals of the general director, to submit to the competent State agencies for approval annual plans on non-business economic capital sources of the Corporation; to inspect and supervise the implementation of plans on management, repair and maintenance of railways infrastructure systems with the annual non-business economic capital sources assigned by the State.

10. To approve capital mobilization plans; to decide on debt borrowing guarantee; to decide or submit to the competent State agencies for decision the liquidation, transfer, pledge or mortgage of assets of the Corporation at the proposal of the general director.

11. To approve plans on prices or submit to the competent State agencies for approval prices at the proposal of the general director for products and services with prices set by the State in accordance with law provisions.

12. To promulgate, and supervise the implementation of, standards, technical-economic norms, wage unit prices, product standards, goods labels, prices of products and services in the Corporation at the proposal of the general director on the basis of law provisions and in accordance with international practices.

13. To submit to the competent State agencies for promulgation criteria for ranking railways transport business enterprises and railways infrastructure-managing and-repairing enterprises; to decide on ranking of class I- enterprises after obtaining the consents of the competent State agencies; to decide on ranking of enterprises of class II or lower.

14. To elaborate and submit to the Prime Minister for approval, amendment and supplementation of the Charter on Organization and Operation of the Corporation. To approve Charters or Regulations on Organization and Operation of member units at the proposal of the general director.

To elaborate and submit to the Ministry of Finance for approval the Finance Regulation of the Corporation before it is signed by the Managing Board chairman for promulgation.

15. To decide on the promulgation of the Internal Management Regulation applicable within the Corporation and submitted by the general director.

16. To approve plans proposed by the general director on the formation and use of concentrated funds corresponding to production and business plans as well as financial plans of the Corporation.

17. To approve quarterly, biannual and annual reports on production and business activities, annual comprehensive financial statements of the Corporation and member units being State enterprises, which are submitted by the general director; to request the general director to publicize the annual financial statements of the Corporation according to regulations of the Ministry of Finance.

18. To promulgate internal regulations on confidentiality in business, keeping secret internal economic information and the protection of State secrets according to law provisions, which are submitted by the general director for uniform application in the Corporation.

19. Regarding the personnel of the managerial and executive apparatus of the Corporation:

a) To submit to the competent State agencies the appointment, relief from duty, commendation and discipline of the Managing Board chairman, the general director and members of the Managing Board.

b) To decide on the total payroll of the managerial and executive apparatus of the Corporation at the proposal of the general director; to decide on the appointment, relief from duty, dismissal, transfer, rotation, commendation and discipline of deputy general directors, chief accountant, members of the Control Board of the Corporation and the appointment of people to manage the Corporation's capital portions in other enterprises.

c) To approve for the general director to issue decisions on the appointment, relief from duty, transfer, rotation, commendation and discipline of the heads of representative offices of the Corporation; directors and members of the Managing Boards (if any) of member enterprises being State enterprises; directors of project management units; principals of schools.

Article 14.- Organization of the Managing Board:

1. The Managing Board has 5 members appointed and removed from office by the Prime Minister. The criteria of the Managing Board members are prescribed in the Law on State Enterprises.

2. The Managing Board is composed of the Managing Board chairman, one member being the general director, one member being the head of the Control Board and two other members.

3. The Managing Board chairman must not be concurrently the general director of the Corporation.

4. The term of office of the Managing Board members shall be 5 years. Members of the Managing Board can be re-appointed. They shall be removed from office and replaced in the following cases:

a) They violate laws, violate the Organization and Operation Charter of the Corporation.

b) They are incapable of doing their jobs and at the requests of at least two thirds of the incumbent members of the Managing Board.

c) They apply to resign from office, if for plausible reasons. When wishing to resign from office, such members must send their written applications to the Managing Board, clearly explaining the reasons for their resignation.

d) When they get decisions on transfer or arrangement to other jobs.

5. The Managing Board chairman shall have to organize the performance of tasks and exercise of powers of the Managing Board, prescribed in Article 13 of this Charter.

Article 15.- The working regime of the Managing Board:

1. The Managing Board works according to the regime of collectivity; meets quarterly to consider and decide on matters falling within its jurisdiction and responsibility prescribed in this Charter. At the end of a fiscal year, the Managing Board shall meet to consider the business results, approve reports of the Control Board, the comprehensive financial statement and the next year's business plan of the Corporation. The Managing Board may hold extraordinary meetings to settle unexpected and urgent affairs of the Corporation at the proposal of the Managing Board chairman or the general director, the Control Board head, or over 50% of the Managing Board members. In special cases where such meetings cannot be convened, the Managing Board chairman may gather the Managing Board members' written opinions on matters falling under the jurisdiction of the Managing Board.

2. The Managing Board chairman shall convene and preside over all meetings of the Board; in cases where he/she is absent for plausible reasons, the Managing Board chairman shall authorize a member of the Managing Board to preside over the meeting.

3. The Managing Board's meetings or matters on which opinions should be gathered shall be considered valid when at least two thirds of the total number of members attend such meetings or give their opinions on such matters. All documents on the Managing Board's meetings must be sent to its members and delegates invited to attend the meetings 5 days before the meetings start. The contents and conclusions of meetings or gatherings of opinions of the Managing Board members must be recorded in minutes which must be signed by all Managing Board members participating in the meetings or giving their opinions. The resolutions and decisions of the Managing Board shall be effective when they are voted for or agreed in writing by more than 50% of the total number of the Managing Board members. Members of the Managing Board may reserve their opinions.

4. When the Managing Board holds its meetings to consider matters related to the development strategies, plannings, five-year and annual plans, big investment projects, projects on joint ventures with foreign countries, annual financial statements, the promulgation of the system of norms, technical-economic criteria of the Corporation, it must invite competent representatives of the concerned ministries and branches to attend such meetings; in cases where the meetings discuss important matters related to the local administrations, it must also invite representatives of the provincial-level People's Committees to attend such meetings; in cases where the meetings' contents relate the interests and obligations of the laborers in the Corporation, it must invite representatives of the branch Trade Union to attend. The above-mentioned agencies' and organizations' representatives invited to attend such meetings may give their speeches but must not participate in voting. When detecting that the Managing Board's resolutions and/or decisions are detrimental to the common interests, they may petition in writing to the Managing Board and at the same time report thereon to the heads of the agencies they represent for consideration and settlement according to competence. In case of necessity, the heads of these agencies shall report such to the Prime Minister.

5. The Managing Board's resolutions and decisions are binding for implementation on the Corporation. In cases where the general director holds opinions different from the resolutions and/or decisions of the Managing Board, he/she may reserve such opinions and propose the competent State agencies to handle. Pending the competent State agencies' decisions, the general director shall still have to abide by the resolutions and/or decisions of the Managing Board.

6. The expenditures for operations of the Managing Board and the Control Board, including salaries and allowances for the Managing Board members, the Control Board members and specialists assisting in the implementation of the State's regulations shall be calculated into the managerial expenditures of the Corporation, and managed, accounted according to the State's regulations and the Corporation's Finance Regulation.

Article 16.- The Managing Board shall be assisted by:

1. The Corporation's administrative apparatus which shall be used by the Managing Board together with the Corporation's seal for the performance of its tasks.

2. At most 7 assisting specialists who shall be organizec in a professional board. The functions and tasks of this Board shall be decided by the Managing Board.

3. The Managing Board shall set up the Control Board in inspecting and supervising the general director, his/her assisting apparatus, and member units of the Corporation in their executive activities, financial activities, their observance of the Organization and Operation Charter of the Corporation, the resolutions and decisions of the Managing Board, the observance of the State's laws.

Article 17.- Interests and responsibilities of the Managing Board members:

1. The full-time members shall be paid with basic salary according to the State employee's ranks, enjoy salaries according to the regime of salary distribution in the State enterprises according to the Government's regulations and enjoy bonuses corresponding to the Corporation's business results. The part-time members shall be paid with responsibility allowances and bonuses according to the Government's regulations.

2. The Managing Board members:

a) Must not abuse their positions to seek personal profits or commit acts of appropriating business opportunities or harming the Corporation's interests.

b) Must not act beyond the Managing Board's powers prescribed in this Charter.

3. The Managing Board chairman and the general director of the Corporation must not set up private enterprises, limited liability companies or joint-stock companies in their own names; must not hold managerial or executive posts in private enterprises, limited liability companies or joint-stock companies; must not establish relations of economic contracts with private enterprises, limited liability companies or joint-stock companies, where their spouses, fathers, mothers or children hold managerial or executive posts.

4. The spouse, father, mother, children, blood brothers, sisters of the Managing Board chairman or the general director must not hold the posts of chief accountant, cashier at the Corporation and its member units.

5. The Managing Board members shall jointly bear responsibility before the Prime Minister and before law for the Managing Board's resolutions and decisions; in cases where they have failed to fulfill their assigned tasks, breached the Organization and Operation Charter of the Corporation, made wrong decisions or made decisions ultra vires, abused their powers, thus causing damage to the Corporation and the State, they must bear responsibility therefor and pay compensation for the damage according to law provisions.

Article 18.- The Control Board:

1. The Control Board is composed of 5 members, including its head being a member of the Managing Board and 4 other members appointed, removed from office, commended and disciplined by the Managing Board. Of these 4 members, one is an accounting specialist, one is recommended by the Congress of the Corporation's public employees, one is recommended by the Ministry of Communications and Transport and one is recommended by the Ministry of Finance.

2. The Control Board members must not be spouses, father, mother, children or siblings of the general director, the deputy-general director or the chief accountant of the Corporation, and must not concurrently hold any post in the executive apparatus of the Corporation or any post in other enterprises of the same technical- economic branch with the Corporation.

3. The Control Board members must fully satisfy the following criteria:

a) Being specialists on accounting, audit, economics, technologies; being knowledgeable about law, technique, markets and technological process of the Corporation.

b) Having worked in the above specialized branches for 5 years or more.

c) Having no criminal records on offenses related to economic activities.

4. The term of office of the Control Board members shall be 5 years. The Control Board members can be re-appointed; in the working process, if they fail to fulfill their tasks, they shall be replaced.

5. The Control Board members shall enjoy salaries and bonuses decided by the Managing Board according to the State's regimes.

Article 19.- Tasks, powers and responsibilities of the Control Board

1. To perform the tasks assigned by the Managing Board regarding the inspection and supervision of the executive activities of the general director, his/her assisting apparatus and member units of the Corporation in the financial activities, the observance of laws, the Organization and Operation Charter of the Corporation, the resolutions and decisions of the Managing Board.

2. To report to the Managing Board on the quarterly and annual basis or extraordinarily on the results of its inspection and supervision; to detect in time and report immediately to the Managing Board on abnormal activities showing signs of law offenses in the Corporation.

3. Not to disclose the inspection and supervision results when not yet so permitted by the Managing Board; to bear responsibility before the Managing Board and law if deliberately ignoring or covering up acts of law violation.

Chapter IV

GENERAL DIRECTOR AND ASSISTING APPARATUS

Article 20.-

1. The general director shall be appointed, removed from office, commended and disciplined by the Prime Minister according to the Government's regulations. The general director is the legal person representative of the Corporation, having the top executive powers of the Corporation and bearing responsibility before the Managing Board, the Prime Minister and before law for administering the operation of the Corporation.

2. Deputy-general directors are persons who assist the general director in administering a number of fields of the Corporation's operation under the general director's assignment and shall be answerable to the general director and law for the tasks assigned by the general director for performance.

3. The Corporation's chief accountant shall assist the general director in directing and organizing the implementation of the financial, accounting and statistical work of the Corporation, having the rights and tasks prescribed by law.

4. The Corporation's office, professional sections or departments function to advise and assist the Managing Board and the general director in directing the production and business management and administration.

Article 21.- The general director shall have the following tasks and powers:

1. To sign together with the Managing Board chairman the reception of capital (including debts), land, natural resources and other resources of the State for management and use in accordance with the objectives and tasks assigned to the Corporation by the State. To assign the received resources of the State to member units of the Corporation according to the plans already approved by the Managing Board. To propose the Managing Board to adjust capital and resources when assigning them to member units and make adjustments when there are changes in the tasks of member units in form of capital increase or decrease.

2. To efficiently use, preserve and develop capital according to plans already approved by the Managing Board. To work out capital mobilization plans and submit them to the Managing Board for approval, and organize the implementation of those plans.

3. To formulate development strategies, long-term, five-year and annual plans; schemes and programs of action, plans on protection and exploitation of natural resources of the Corporation; projects on new investment and intensive investment, projects on investment cooperation with foreign countries, plans on production organization, plans for joint-venture, plans for business coordination of member units, plans on training and re-training of personnel in the Corporation, measures to perform economic contracts of great value, and submit them to the Managing Board for consideration and decision or to the competent State agencies for decision. To organize the implementation of approved strategies, plans, schemes, projects and measures.

4. To administer business activities of the Corporation; to be responsible for the business results of the Corporation; to perform tasks and major balances assigned by the State to the Corporation; to be answerable to the Managing Board, the Prime Minister and law for the stabilization of prices of essential goods and services according to the State's regulations, which the Corporation is dealing in.

5. To formulate and submit to the Managing Board for approval the technical-economic norms, product criteria, wage unit prices in accordance with the State's general regulations; to organize the implementation and inspect the implementation of these norms, criteria and unit prices in the entire Corporation.

6. To propose the Managing Board to appoint, re-appoint, remove from office, transfer, rotate, commend and discipline deputy-general directors, chief accountant of the Corporation. To decide on the appointment, re-appointment, designation, removal from office, transfer, rotation, commendation and discipline of the heads of the Corporation's representative offices, directors and members of the Managing Boards (if any) of member enterprises being State enterprises, directors of project management units, principals of schools, according to the resolutions of the Managing Board.

To decide on the appointment, re-appointment, removal from office, transfer, rotation, commendation and discipline of:

a) Deputy-directors, chief accountants of member enterprises being State enterprises; directors of attached units of member enterprises being State enterprises.

b) Director and deputy-director of the Office; heads and deputy-heads of departments, sections and the like within the managerial apparatus of the Corporation; deputy-heads of representative offices of the Corporation; deputy-directors of project management units; vice-principals of schools.

7. To submit to the Managing Board for decision or for further submission to competent State agencies for decision according to competence:

a) Plans on reorganization of the Corporation; plans on setting up, reorganization, division and separation, merger or dissolution of member units and attached units of member enterprises being State enterprises of the Corporation.

b) The total payroll of the managerial apparatus of the Corporation, including plans on adjustment upon changes in the organization and payroll of the managerial apparatus of the Corporation and its member units being State enterprises.

c) Member units' Organization and Operation Charters or Regulations, elaborated by themselves.

d) The internal management regulation applicable within the Corporation.

8. To set up and personally direct his/her assisting apparatus for the performance of assigned tasks.

9. To organize the administration of activities of the Corporation according to the resolutions and decisions of the Managing Board; to report to the Managing Board and competent State agencies on the results of business activities of the Corporation, through the quarterly, biannual and annual reports, the comprehensive financial statements and the balance sheet of the Corporation.

10. To fulfill, and inspect the member units' fulfillment of, the obligation to pay taxes and other remittances according to law provisions. To draw up plans on distribution of after-tax profits of the Corporation and submit them to the Managing Board for approval according to the State's regulations.

11. To fully supply documents at the requests of the Managing Board and the Control Board; to prepare documents for the Managing Board's meetings.

12. To submit to the inspection and supervision by the Managing Board, the Control Board and competent State agencies of the performance of his/her tasks.

13. To decide on the application of measures beyond his/her competence in case of emergency (natural disasters, enemy sabotage, fires, incidents, train accidents...) and take responsibility for his/her decisions, and at the same time to immediately report to the Managing Board and competent State agencies for further settlement.

14. In cases where he/she is absent, the general director shall authorize a deputy-general director to administer the Corporation.

Chapter V

COLLECTIVE OF LABORERS IN THE CORPORATION

Article 22.- The congress of the public employees of the Corporation constitutes a form for the laborers to participate in the management of the Corporation. The public employees' congress shall have the following rights:

1. To participate in discussion for the elaboration of collective labor agreement for the representative of the laborers' collective to negotiate and sign with the general director.

2. To discuss and approve the regulations on use of funds directly related to the interests of laborers in the Corporation.

3. To discuss and contribute opinions on plannings, plans, evaluation of business management efficiency; to propose measures for labor protection, improvement of working conditions, material and spiritual life of, environmental sanitation for, training and re-training of, laborers in the Corporation.

4. To recommend people to join in the Managing Board, the Control Board.

Article 23.- The workers' and employees' congress shall be organized and operate under the guidance of Vietnam Labor Confederation.

Chapter VI

MEMBER UNITS OF THE CORPORATION

Article 24.-

1. The Corporation is composed of members being independent cost-accounting enterprises, dependent cost-accounting enterprises and non-business units. The list of member units is inscribed in the Appendix to this Charter.

2. The Corporation's member units have their own seals, may open accounts at banks and State Treasury in compatibility with their respective accounting modes.

3. The Corporation's member units being independent- cost accounting State enterprises or dependent-cost accounting State enterprises shall have their own Organization and Operation Charters; its non-business units shall have their own Organization and Operation Regulations. These Charters and Regulations shall all be approved by the Managing Board in accordance with law provisions and the Corporation's Organization and Operation Charter.

Article 25.- Members being independent cost- accounting State enterprises:

1. The independent-cost accounting State enterprises being members of the Corporation shall have the rights to business autonomy and financial autonomy, be bound to the Corporation in interests and obligations under the provisions of this Charter.

2. The Managing Board, the general director of the Corporation shall have the following rights towards its member units being independent-cost accounting State enterprises:

a) To delegate directors of member enterprises (the Managing Boards or chairmen of one-member limited liability companies) to manage and administer activities of the enterprises, suitable to the enterprises' Organization and Operation Charters already approved by the Corporation's Managing Board. The delegated persons mentioned above shall bear responsibility before law, the Managing Board and the general director of the Corporation for the enterprises' operation.

b) To appoint, re-appoint, remove from office, transfer, rotate, commend and discipline directors (the Managing Boards or the chairmen of one-member limited liability companies), deputy directors, chief accountants.

c) To approve plans; inspect the implementation of plans and financial settlement; to prescribe the levels of deduction for setting up reward and welfare funds in the enterprises according to the Finance Ministry's regulations and compatible with the Corporation's Organization and Operation Charter.

d) To deduct part of the capital amortization fund and after-tax profits according to the Finance Ministry's regulations for setting up concentrated funds of the Corporation for the purpose of re-investment, implementation of concentrated investment projects of the Corporation.

e) To approve schemes and plans on extensive and intensive investment, business cooperation, to supplement or recover part of capital or transfer shares under the Corporation's management and being held by member enterprises.

f) To regulate financial sources, including foreign currencies, among member units with a view to using capital most efficiently in the Corporation, on the principle that the total assets of the enterprises whose capital have been reduced must not be lower than their total debts plus the charter capital amount already regulated correspondingly to the tasks or sizes of those enterprises.

g) To approve criteria, economic-technical norms, unit prices of key products, forms of wage payment, wage unit prices and measures to ensure the livelihood and working conditions of officials and employees in the enterprises.

h) To decide on schemes on organization of production, expansion or narrowing of business scope of member enterprises under the general development strategies of the Corporation.

i) To approve the Organization and Operation Charters of enterprises, prescribing the responsibility assignment to the enterprises' directors for organizing the enterprise-managing apparatuses; the recruitment, appointment, re-appointment, transfer, rotation, removal from office, commendation and discipline of laborers in the enterprises; the credit limits (borrowing, lending, purchase and sale on deferred payment); purchase and sale of fixed assets, purchase and sale of stocks of joint-stock companies; purchase and sale of patents, technological transfer; participation in joint-venture units, economic associations; other matters related to a State enterprise's autonomy according to the Law on State Enterprises, the Law on Enterprises and other law provisions.

j) To inspect the activities of enterprises and request them to report on their financial situation and results of their business activities.

Article 26.- The Corporation's members being independent cost-accounting State enterprises shall be responsible for their debts and commitments within the capital amounts managed and used by the enterprises; concretely:

1. In the production, business and development investment strategies:

a) The enterprises are assigned to organize the implementation of development investment projects according to the Corporation's plans and are assigned resources by the Corporation for the implementation of such projects.

b) The enterprises may invest in works, development projects not included in the projects directly administered by the Corporation, but must mobilize by themselves, and take self-responsibility for, the funding and must report thereon to the Corporation.

2. In business activities, the enterprises shall themselves elaborate, and organize the implementation of, their plans on the basis of:

a) Ensuring that the objectives, norms, major balances, key technical-economic norms (including unit prices and prices) of the enterprises are compatible with the Corporation's general plans.

b) The plans on business expansion, based on the optimum use of resources owned and mobilized by the enterprises suitable to the market demands.

3. In financial operation and economic accounting:

a) The enterprises are entitled to receive the State's capital and other resources re-assigned to them by the Corporation. The enterprises shall have to preserve and develop the assigned capital and resources.

b) The enterprises are entitled to mobilize capital and other credit sources according to law provisions for the implementation of their business and development investment plans.

c) The enterprises may set up capital-construction investment funds, production development funds, commendation funds, welfare funds and financial reserve funds according to the Corporation's Finance Regulation and the Finance Ministry's stipulations. The enterprises are obliged to make deductions for, and may use, the Corporation's concentrated funds according to the Corporation's Organization and Operation Charter and Finance Regulation and the Managing Board's decisions.

d) The enterprises shall have to fulfill tax and other financial obligations according to law provisions.

e) The enterprises may be authorized by the Corporation to perform contracts with domestic or foreign customers in the name of the Corporation

f) The enterprises shall have the responsibility to strictly comply with the regime of reporting on business and financial activities prescribed by the general director.

4. In the field of organization, personnel and labor:

a) The enterprises are entitled to propose the Corporation to consider and decide or are authorized by the Corporation to decide on the establishment, reorganization and dissolution of attached units and the organization of the enterprise-managing apparatuses according to the provisions of the Organization and Operation Charter of the Corporation and the Charters of the enterprises.

b) Within the payroll limits permitted by the Corporation, the enterprises are entitled to recruit, sign labor contracts with, arrange and employ, or terminate labor contracts with, workers and/or public employees working within their respective managerial and business apparatuses. The appointment, removal from office, commendation and discipline of titles in the enterprise-managing apparatuses and units attached to enterprises; the arrangement and application of wage regime must be effected according to the Corporation's decentralization and the provisions of this Charter.

c) The enterprises shall have to attend to the development of human resources in order to ensure the implementation of the development strategies and business tasks of the enterprises; care for the betterment of the working conditions, living conditions of laborers according to the provisions of the Labor Code and the Trade Union Law.

Article 27.- The Corporation's members being dependent cost-accounting units:

1. Having the right to business autonomy according to the Corporation's decentralization, being bound to the Corporation in obligations and interests. The Corporation shall bear the final responsibility for the financial obligations having arisen due to these units' commitments.

2. Being entitled to sign economic contracts, to take initiative in carrying out business activities, financial activities, in organization and personnel work according to the Corporation's decentralization. The rights and tasks of the dependent-cost accounting units are specified in their respective Organization and Operation Charters approved by the Managing Board of the Corporation.

Article 28.- One-member limited liability companies with 100% State capital are member enterprises of the Corporation, operate according to the Enterprise Law and have their Organization and Operation Charters approved by the Corporation.

Article 29.- Joint-stock companies, two- or more member- limited liability companies where the Corporation's shares or contributed capital represent over 50% of the charter capital are members of the Corporation, have their Organization and Operation Charters and operate according to the Enterprise Law and other relevant laws.

Article 30.- The non-business units shall have their Organization and Operation Regulations approved by the Managing Board of the Corporation; follow the regime of self-financing their own expenditures, may create revenue sources from provision of services, performance of scientific research or training contracts with domestic and/or foreign units and be partially provided with State funding for their operations; enjoy reward fund and welfare fund according to regime; in cases where they are lower than the average levels of the Corporation, they can be provided with support from the reward and welfare funds of the Corporation.

Chapter VII

MANAGEMENT OF CAPITAL PORTIONS OF THE CORPORATION AND ITS MEMBER ENTERPRISES IN OTHER ENTERPRISES

Article 31.- Over the capital portions contributed by the Corporation to member enterprises and other enterprises, the Managing Board of the Corporation shall have the following rights and obligations:

1. To approve capital contribution schemes elaborated by the general director for decision or for submission to the heads of the State agencies for decision according to the Government's regulations.

2. At the proposal of the general director, to appoint, remove from office, commend and discipline persons who directly manage the Corporation's capital portions in enterprises with the Corporation's capital.

3. To supervise and inspect the use of capital contributed by the Corporation to other enterprises; to be responsible for the efficiency of the use, preservation and development of the contributed capital; to gain profits from the Corporation's capital contributed to member enterprises and other enterprises.

Article 32.- Member enterprises being independent cost-accounting State enterprises may contribute capital to other enterprises under the Corporation's decentralization. For the enterprises' capital contributed to other enterprises, the directors of the Managing Boards (company chairmen) of one-member limited liability companies shall have the rights and obligations to manage such capital portions as follows:

1. To work out capital contribution plans for the general directors to submit them to the Corporation's Managing Board for approval.

2. To appoint, remove from office, commend and discipline persons directly managing the enterprises' capital portions contributed to other enterprises.

3. To supervise and examine the use of enterprises' contributed capital portions; to be responsible for the efficient use, preservation and development of the contributed capital portions; to earn profits from the enterprises' capital portions contributed to other enterprises.

Article 33.- Rights and obligations of the persons directly managing the enterprises' capital portions contributed to other enterprises:

1. To hold managerial or executive titles in enterprises where exist their enterprises' contributed capital according to these enterprises' Charters.

2. To monitor and supervise the situation of business activities of the enterprises where exist their own enterprises' contributed capital.

3. To observe the reporting regime and take responsibility before the Managing Board and the general director of the Corporation and the enterprises' directors for the use efficiency of the contributed capital at the enterprises where they are dispatched to join in the management and administration.

Article 34.- Joint-venture units joined in by the Corporation or its member enterprises shall be managed and administered, and operate according to the Foreign Investment Law, the Enterprise Law and other relevant laws of Vietnam. The Corporation or its member enterprises shall exercise all rights and perform all obligations as well as responsibilities towards such joint ventures regarding the financial activities according to law provisions and signed contracts.

Chapter VIII

THE CORPORATION’S FINANCE

Article 35.- The Corporation shall implement the regime of comprehensive cost accounting and concentrated accounting of the transport business, financial autonomy in business in accordance with the Law on State Enterprises and other provisions of law and the Corporation's Charter.

Article 36.-

1. The Corporation's charter capital shall include:

a) Capital assigned by the State at the time of capital assignment.

b) Capital supplemented to the Corporation by the State.

c) After-tax profits deducted for capital supplementation according to the current regulations.

d) Other capital sources.

2. Upon the increase or decrease of its charter capital, the Corporation must promptly adjust the balance sheet and publicize the Corporation's adjusted charter capital.

Article 37.-

1. The Corporation may set up and use concentrated funds to ensure the high efficiency of the development process of the Corporation.

2. The Corporation's centralized funds shall be set up according to the provisions in its Organization and Operation Charter and Finance Regulation, and decided by the Managing Board, including:

a) The development investment fund set up from the sources of capital amortization fund and deducted profits of member units according to the Finance Ministry's regulation, the income earned from the Corporation's contributed capital portions at other enterprises, and other sources.

The capital amortization fund and reinvested interests of the dependent cost-accounting units of the Corporation shall all be concentrated at the Corporation for investment according to annual plans.

The Corporation shall mobilize the capital amortization funds of independent cost-accounting member units according to the principle of borrowing, repayment and internal interest rates approved by the general director under the Managing Board's authorization and the Finance Ministry's guidance. In case of necessity, the Corporation may mobilize the capital amortization funds of member units being independent-cost accounting State enterprises, but have to enter the capital decreases for these units.

b) The scientific research and training fund shall be concentrated for allocation to units performing the tasks of scientific research, training and retraining of officials and employees in the Corporation, which is set up with deductions from the production development funds of member units and sources of non-business funding for training from the State budget (if any) and other sources according to the State's regulations, including sources earned by the Corporation's non-business units from the performance of services and contracts on scientific research and training, signed with enterprises and non-business units within and without the country.

c) The financial reserve fund, the reward fund and the welfare fund shall be set up with deductions under the Finance Ministry's guidance. The specific deduction levels for the above-said funds and the use of these funds shall comply with the Finance Ministry's guidance and be specified in the Corporation's Finance Regulation.

Article 38.- The Corporation's financial autonomy

1. The Corporation shall operate on the principle of financial autonomy, self-balancing of revenues and expenditures and have to preserve and develop its business capital sources, including capital portions contributed to other enterprises.

2. The Corporation shall have to repay debts inscribed in its balance sheet and other financial commitments, if any.

3. The Corporation shall effect the inspection and supervision of financial operations within the Corporation.

4. All credit relations (borrowing, lending, goods sale and purchase with deferred payment, guarantee) between the Corporation and partners outside the Corporation must comply with the decentralization regarding the limit for each borrowing according to the Government's regulations.

5. The Corporation shall have to work out, submit and register its financial plans and financial statements as well as balance sheet with competent authorities; to make the annual comprehensive settlement reports according to regulations.

6. The Corporation shall have to pay taxes and other remittances according to current legislation and its Finance Regulation, except for taxes already paid by its member units; may use the profits after fulfilling the tax obligations towards the State according to current regulations.

7. The profits earned by the Corporation or member units from the capital portions contributed to other enterprises must not be subject to the enterprise income tax if these enterprises have already paid the enterprise income tax before sharing dividends to capital-contributing parties.

8. The financial activities of member units of the Corporation and the financial operation relationships between the Corporation and its member units shall comply with the provisions of law.

9. The material liability of the Corporation in the business relations and civil relations is restricted within the total capital amount of the Corporation at the time of the latest announcement.

10. The Corporation must strictly implement the current legislation on statistical accounting, accounting regime and financial statements for State enterprises.

11. The Corporation shall be subject to the inspection and supervision of finance and business activities by competent State agencies according to law provisions.

Chapter IX

REORGANIZATION, DISSOLUTION, BANKRUPTCY

Article 39.- The reorganization of the Corporation; the establishment, division and separation, merger and dissolution of the Corporation's member units (being State enterprises) shall be proposed by the Corporation's Managing Board to the Prime Minister for consideration and decision.

Article 40.- The Corporation shall be dissolved in cases where the Prime Minister deems it unnecessary to maintain the Corporation. Upon the dissolution of the Corporation, the Prime Minister shall set up the Dissolution Council. The disposal of the Corporation's assets upon its dissolution shall comply with the provisions of law.

Article 41.- The Corporation and its member units, if losing their capability to repay due debts, shall be handled according to the provisions of the Law on Enterprise Bankruptcy.

Chapter X

IMPLEMENTATION PROVISIONS

Article 42.- This Charter shall apply to Vietnam Railways Corporation. All member units and individuals in the Corporation have the responsibility to implement it.

The member units of the Corporation shall base themselves on the State Enterprise Law, the Enterprise Law and the Corporation's Organization and Operation Charter to elaborate their own Organization and Operation Charters or Regulations for the general director to submit them to the Managing Board for approval. The member units' Charters or Regulations must not be contrary to the Corporation's Organization and Operation Charter.

In cases where it is necessary to make supplements and/or amendments to the Corporation's Organization and Operation Charter, the Managing Board shall submit them to the Prime Minister for consideration and decision. The supplements and/or amendments made by member units to their Organization and Operation Charters or Regulations must be submitted by the general director to the Managing Board of the Corporation for decision.

APPENDIX
(Promulgated together with the Organization and Operation Charter of Vietnam Railways Corporation)

A. LIST OF MEMBER UNITS OF VIETNAM RAILWAYS CORPORATION
(at the time of promulgating the Charter)

I. Independent cost-accounting member units:

1. Ha Hai Railways Management Company.

2. Ha Thai Railways Management Company.

3. Yen Lao Railways Management Company.

4. Ha Lang Railways Management Company.

5. Vinh Phu Railways Management Company.

6. Ha Ninh Railways Management Company.

7. Thanh Hoa Railways Management Company.

8. Nghe Tinh Railways Management Company.

9. Quang Binh Railways Management Company.

10. Binh Tri Thien Railways Management Company.

11. Quang Nam- Da Nang Railways Management Company.

12. Nghia Binh Railways Management Company.

13. Phu Khanh Railways Management Company.

14. Thuan Hai Railways Management Company.

15. Sai Gon Railways Management Company.

16. Hanoi Railways Information and Signals Company.

17. Bac Giang Railways Information and Signals Company.

18. Vinh Railways Information and Signals Company.

19. Da Nang Railways Information and Signals Company.

20. Sai Gon Railways Information and Signals Company.

21. Gia Lam Rolling Stocks Company.

22. Hai Phong Carriage Company.

23. Di An Carriage Company.

24. Railways Construction and Investment Consultancy Company.

25. Railways Works Company 2.

26. Da Nang Railways Supplies Company.

27. Sai Gon Railways Supplies Company.

28. Railways Works Company.

29. Railways Equipment and Materials Export, Import and Supply Company.

30. Da Nang Works Construction Company.

31. Railways Transport Service Company.

32. Phu Ly Quarry Company.

33. Dong Mo Quarry Company.

34. Hanoi Works Construction Company.

35. Bridge and Railways Construction, Installation and Engineering Company.

36. Da Nang Railways Engineering Company.

37. Works Construction Company 1.

38. Electricity, Information and Signals Works Company.

39. Communications and Transport Housing Construction and Investment Company.

40. Railways Works Company 3.

41. Hanoi Railways Tourist Service Company.

42. Sai Gon Railways Tourist Service Company.

43. Railways Rubber Company.

II. Dependent cost-accounting member units:

1. Railways Cargo Transportation Company.

2. Hanoi Railways Passenger Transportation Company.

3. Sai Gon Railways Passenger Transportation Company.

4. Railways Transport Control Center.

5. Railways Printing Company.

6. "Duong Sat" (Railways) newspaper.

7. Railways Preventive Medicine Center.

III. Non-business units:

1. Railways intermediate vocational training school.

2. Railways Techniques and Operation School II.

3. Railways Projects Management Units (RPMU).

4. Region 1 Railways Projects Management Unit.

5. Region 2 Railways Projects Management Unit.

6. Region 3 Railways Projects Management Unit.

IV. Representative Offices:

1. Vietnam Railways Corporation's represen-tative office in Central Vietnam.

2. Vietnam Railways Corporation's representative office in Beijing, China.

V. Joint-stock companies where the Corporation holds dominant shares (over 50% of the charter capital):

1. Works Joint-Stock Company 6.

2. Railways Transport and Trading Joint-Stock Company.

B. LIST OF JOINT-STOCK COMPANIES WITH CONTRIBUTED CAPITAL OF VIETNAM RAILWAYS CORPORATION

1. Region 1 Railways Transport Service Joint-Stock Company.

2. Hai Van Nam Hotel Joint-Stock Company.

3. Southern Vietnam Railways Construction and Materials Joint-Stock Company.

4. My Trang Quarry Joint-Stock Company.

5. Chu Lai Quarry Joint-Stock Company.

6. Vinh Nguyen Joint-Stock Company.-