No 1208 Proposal on Charter amendment

No 1208 Proposal on Charter amendment tài liệu, giáo án, bài giảng , luận văn, luận án, đồ án, bài tập lớn về tất cả các...

Fig. 1: The Mekong basin Fig. 2: MD flooding map in 2000 A DISCUSSION PROPOSAL ON PEOPLE’S ADAPTABILITY TO FLOODS IN THE MEKONG RIVER DELTA Le Anh Tuan 1 1 Department of Environment and Water Resources Engineering College of Technology, CanTho University, CanTho City, Vietnam E-mail: latuan@ctu.edu.vn --- oOo --- I. INTRODUCTION The Mekong river is ranked as the tenth one in the list of the largest rivers in the world and is longest river in southeastern Asia. From its source in Tibet, the river flows to the South China Sea through Yunnan, China, forms the border partly between Burma and Laos and most of the border between Laos and Thailand, then the main stream goes into Cambodia and finally it flows across southern Vietnam to the sea (figure 1). The river has 4,200 km long and carries more than 450,000 million m 3 of runoff water yearly to sea. About 80 percent of annual flow volume enters the low lying parts of the basin in Vietnam as the flood season from June to November. The river network of the Mekong is rather complicated, especially from Cambodia to Vietnam. At Phnom Penh, the river meets the Tongle Sap river, then splits into Tien river and Hau river before entering the border of Vietnam and continues to branch into 9 tributaries as the river estuaries. The Mekong River Delta (MD) in Vietnam is considered as a biggest agriculture and aquaculture production region of the nation. The total natural area of the MD amounts to 3.90 million ha, of which 2.4 million ha of land currently is used for agriculture. The Delta’s total population is estimated at nearly 18 million of Vietnam inhabitants, they made active contributions more than 50 percent of staple food and 60 percent of fish-shrimp production of Vietnam. Historically, the population has settled densely along the rivers’ and canals’ levees. Almost all the people’s activities and infrastructure are depended highly on the water and land resources. The MD farmers are very adaptive to the changes of water regimes for building up many sustainable ways for their own life. II. FLOOD HISTORY AND DAMAGE Due to locate in the most downstream part of the Mekong river to the sea, the MD accepts yearly all the water flood volume of the basin. About 1.2 to 1.9 million ha of land, mainly in the North parts of the MD such as the LongXuyen quadrangle and the Plain of Reeds, affected by annual flooding by overflow water from the river and overland flood water from Cambodia across the Vietnam border (figure 2) . Flood season in the Delta starts from July, increases gradually on August-September, peaks on October and goes down on November. The average duration of flooding in the MD is more than 3 months. In the 20 th century, the Delta had more than 11 big floods, as the peak water levels in TanChau (Tien river) and ChauDoc Hanoi, dated 4th May 2016 No.: 1208/TTr-HĐQT PROPOSAL Re: The approval of the revised BaoViet Holdings’ Charter (The 7th Amendment Charter) To: The 2016 Annual General Meeting of Shareholders of BaoViet Holdings On 17th April 2015, the 2015 Annual General Meeting of Shareholders (“AGM”) of BaoViet Holdings (“BVH”) issued the Resolution No.02/2015/NQĐHĐCĐ-TĐBV, under which the AGM approved the contents of amendments and additions to the Charter of BVH and authorized the Board of Directors (BOD) to review, amend and promulgate the Charter of BVH within the scope of contents of the Charter had been passed by the AGM in 2015 Pursuant to the implementation of the Resolutions of the AGM in 2015, the BOD issued Decision No 108/2016/QĐ-HĐQT dated 15th January 2016 regarding the approval of the 6th Supplement of the revised Charter of BVH; based on the updated contents of the Enterprise Law in 2014 and the Decrees of the Government guiding the implementation of the Law on Enterprises in 2014 and the authorization of the AGM in 2015 Nonetheless, the 6th Revision of the Charter of BVH only addressed the contents proposed and approved by the AGM in 2015, other contents complying with the Law on Enterprises in 2014 that can create better conditions for governance and the operation of BVH have not been revised (because the AGM in 2015 had not approved or authorized to the BOD) Therefore, in order to align with the practical operation as well as supporting the implementation of the best business performance, BVH respectfully submit to the AGM for the approval of the revised, supplemented Charter of BVH as follows: I PRINCIPLES OF AMENDMENT AND SUPPLEMENT OF THE CHARTER The amendment and supplement of the Charter is conducted ensuring the following rules and principles: 1 The amendments and supplements shall comply with the International practices of corporate governance and references with the other charter of large, published and listed Enterprises in the Vietnam market Providing new contents to comply with the Law on Enterprises in 2014 and the scope and area of the business of BVH which had not been approved at The AGM in 2015 or had not yet authorized the BOD to update The contents of the revision and supplements of the Charter must comply with the provisions of the existing law, especially the Law on Enterprises in 2014 and the guiding documents II REVISED AND SUPPLEMENTED CONTENTS According to the rules and principles above, the BOD would like to propose the revised and supplemented contents of the Charter, as follows: The revision and supplement shall comply with the International practices of corporate governance and references with the other charter of large enterprises in the market: - Modification of the Charter’s layout: Delimitate clearly the Chapters, Sections, Articles, and Clauses to align with the layout of Chapters, Sections under the International rules and comply with the provisions of the Law on Enterprises in 2014 - Supplement on the new provisions comply with the International practices of corporate governance as the basis for BVH's activities, in particular the new provisions set out in Section below The revised charter in the new layout is based on the trend of reference provisions for large, published and listed companies in Vietnamese market Adding contents comply with the Law on Enterprises in 2014 and BVH’ business which had not been approved at the AGM in 2015/had not yet been authorized the BOD for update: - Supplement on the rights and responsibilities of BVH - Supplement on the regulations that clearly distinguish the type of shareholders and shares of BVH - Supplement on the contents related to raising capital of BaoViet Holdings such as issuing preferred shares, corporate bond, the price of share’s issuing, transfer of shares; redemption of shares upon request of shareholders; redemption of shares upon request of BVH, terms of payment and disposal of redeemed shares, etc - Supplement on responsibilities of the Supervisory Board of BVH, requirements of inspectors at BVH - Modification of the ratio on approval of AGM Resolutions from 75% to 65% - Modification of ratio to nominate a BOD Member - Modification of the condition where the BOD shall convene an Extraordinary AGM - Other appropriate revision complies with the style, wording of the Law on Enterprises in 2014; amends the Terms of Reference in compliance with the Terms of Reference in the Law on Enterprises 2014 and other relevant laws The proposal In order to govern and manage the business activities and operations of BVH under the best trends in International Practices for corporate governance, as well as the compliance with the Law on Enterprises 2014 and guiding documents, the BOD of BVH would like to propose to the AGM in 2016 to approve the 7th proposed revision and supplements of the Charter of BVH (The 7th Amendment Charter) (The table of contents summarizing the proposal for revision and supplements of BVH’s Charter and the ...GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness No 175/2016/ND-CP Hanoi, December 30, 2016 DECREE ON AMENDMENTS TO CERTAIN ARTICLES OF THE DECREE No 86/2013/ND-CP DATED 29 JULY 2013 BY THE GOVERNMENT ON THE BUSINESS OF PRIZE-REWARDING ELECTRONIC GAMES FOR FOREIGNERS Pursuant to the Law of Government Organization dated June 19, 2015; Pursuant to the Enterprise Law dated November 26, 2014; Pursuant to the Law of Investment dated November 26, 2014; At the request of the Minister of Finance; The government promulgates the Decree on amendments to certain articles of the Government's Decree No 86/2013/ND-CP dated July 29, 2017 on the business of prize-rewarding electronic games for foreigners Article Amendments to certain articles of the Government's Decree No 86/2013/ND-CP dated July 29, 2017 on the business of prize-rewarding electronic games for foreigners Section and Section of Article as follows: “1 Operation of a prize-rewarding electronic game business without a certificate of business eligibility, except the companies defined in Article 51 of this Decree Operation of a prize-rewarding electronic game business in violation of the content of the business license issued by the competent state management agency pursuant to the laws.” Section of Article is amended as follows: "1 A company operating the prize-rewarding electronic game business (hereinafter referred to as the company) can operate prize-rewarding electronic games at solely one business location licensed by the competent state management agency pursuant to the laws." Section of Article 13 is amended as follows: “2 Gaming devices a) Prize-rewarding electronic gaming machines used at the business location shall be entirely new, adhere to the technical specification announced by their manufacturers and certified by independent certifying organization(s) operating in member state(s) of the G7; b) The programmed minimum flat rate of payout of a slot machine is 90% (inclusive of the accumulated prize) The payout rate, when changed by the company, shall not be lower than the minimum payout rate regulated; hence, the company shall have the machines re-certified prior to their resumption and specify the payout rate in the gaming rules.” Section and Section of Article 14 are amended as follows: “1 The companies possessing the certificate of business eligibility and those defined in Article 51 of this Decree are permitted to purchase tokens and prize-rewarding electronic gaming machines The purchase and importation of tokens and prize-rewarding electronic gaming machines pursuant to the legislation on import and export, relevant laws, this Decree and the guidelines of the Ministry of Culture, Sports and Tourism … The company has the right to maintain and repair the prize-rewarding STATE BANK OF VIETNAM SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness - No: 31/2016/TT-NHNN Hanoi, November 15, 2016 CIRCULAR AMENDMENT AND SUPPLEMENT TO A NUMBER OF ARTICLES OF CIRCULAR NO.24/2015/TT-NHNN ON GRANT OF FOREIGN CURRENCY LOANS TO RESIDENTS BY CREDIT INSTITUTIONS AND BRANCHES OF FOREIGN BANKS DATED DECEMBER 08, 2015 BY THE GOVERNOR OF THE STATE BANK OF VIETNAM Pursuant to the Law No.46/2010/QH12 on the State bank of Vietnam dated June 16, 2010; Pursuant to the Law No.47/2010/QH12 on credit institutions dated June 16, 2010; Pursuant to the Ordinance No.28/2005/PL-UBTVQH11 on Foreign Exchange dated December 13, 2005 and the Ordinance amending and supplementing a number of Articles of the Ordinance No 06/2013/PL-UBTVQH13 dated March 18, 2013; Pursuant to the Government’s Decree No.70/2014/ND-CP dated July 17, 2014 detailing a number of Articles of the Ordinance on Foreign Exchange and their amended and supplemented ordinance; Pursuant to the Government's Decree No 156/2013/ND-CP dated November 11, 2013 defining the functions, rights, obligations and organizational structure of the State bank of Vietnam; Upon request by the Directors of the Department of Monetary policies; The Governor of the State bank of Vietnam hereby issues this Circular on amendment and supplement to a number of articles of Circular No.24/2015/TT-NHNN on grant of foreign currency loans to residents dated December 08, 2015 by the Governor of the State Bank of Vietnam Article 1.Point c clause Article of the Circular No.24/2015/TT-NHNN is amended and supplemented as follows: “c) Short-term loans granted to meet domestic entities’ demand for short-term capital for the purpose of implementation of plans for production and trading in exports through Vietnam’s border checkpoint from which foreign currency revenue is sufficient to repay such loans After receipt of a foreign currency loan disbursed by a branch of a foreign bank, the borrower must sell such borrowed foreign currency to a credit institution or branch of a foreign bank in the form of spot foreign currency transaction, except where such loan is used for making payment in which foreign currency is compulsory This provision comes into effect until December 31, 207 inclusive” Article A form attached hereto will replace form No.2 issued together with Circular No.24/2015/TTNHNN Article Implementation This Circular enters into force from January 01, 2017 The Circular No 07/2016/TT-NHNN dated May 27, 2016 by the Governor of the State Bank on amendment and supplement to a number of Articles of the Circular No.24/2015/TT-NHNN on grant of foreign currency loans to residents by credit institutions and branches of foreign banks dated December 08, 2015 by the Governor of the State Bank of Vietnam shall be null THE MINISTRY OF FINANCE - THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness - No 233/2016/TT-BTC Hanoi, November 11, 2016 CIRCULAR ON AMENDMENTS TO CIRCULAR NO 56/2014/TT-BTC OF APRIL 28, 2014 OF THE MINISTRY OF FINANCE ON GUIDELINES FOR THE GOVERNMENT'S DECREE NO 177/2013/ND-CP DATED NOVEMBER 14, 2013 ON GUIDELINES FOR THE LAW ON PRICES Pursuant to the Government’s Decree No 177/2013/ND-CP of November 14, 2013 on guidelines for the Law on Prices; Pursuant to the Government's Decree No 149/2016/ND-CP of November 11, 2016 on amendments to the Government's Decree No 177/2013/ND-CP dated November 14, 2013 on guidelines for the Law on Prices; Pursuant to the Government’s Decree No 215/2013/ND-CP of December 23, 2013, defining the functions, tasks, powers and organizational structure of the Ministry of Finance; At the proposal of the Director of Department of Price management; The Minister of Finance promulgates a Circular on amendments to Circular No 56/2014/TT-BTC of April 28, 2014 of the Ministry of Finance on guidelines for the Government's Decree No 177/2013/ND-CP dated November 14, 2013 on guidelines for the Law on Prices Article Amendments to Circular No 56/2014/TT-BTC of April 28, 2014 of the Ministry of Finance on guidelines for the Government's Decree No 177/2013/ND-CP dated November 14, 2013 on guidelines for the Law on Prices Article shall be amended as follows: “Article Scope This Circular provides guidelines for the Government’s Decree No 177/2013/ND-CP of November 14, 2013 on guidelines for Law on Prices (hereinafter referred to as Decree No 177/2013/ND-CP) and the Government's Decree No 149/2016/ND-CP dated November 11, 2016 on amendments to Decree No 177/2013/ND-CP (hereinafter referred to as Decree No 149/2016/ND-CP regarding price stabilization; valuation by the State; price negotiation; inspection of price-forming factors; and price declaration.” Clause 2, Clause Article shall be amended as follows: “2 Services of Finance, line departments and People’s Committees of districts which are assigned by the People’s Committee of province shall receive price registration forms for the goods and services within their competence of receipt and review of price registration forms prescribed in Clause Article of Decree No 149/2016/ND-CP, of organizations and individuals (including agents entitled to decide or adjust prices) that are headquartered in the province and neither named on the list of organizations and individuals required to register prices with the central government nor mentioned in separate price registration guidelines issued by line ministries according to their competence Branches and agents not entitled to decide or adjust prices (those signing distribution contracts with suppliers and selling or purchasing goods and services at the prices set by such THE GOVERNMENT - THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness No 156/2016/ND-CP Hanoi, November 21, 2016 DECREE ON AMENDMENTS TO THE GOVERNMENT'S DECREE NO 27/2007/ND-CP DATED FEBRUARY 23, 2007 ON E-TRANSACTIONS IN FINANCIAL OPERATIONS Pursuant to the Law on Government organization dated June 19, 2015; Pursuant to the Law on Electronic transaction dated November 29, 2005; At the request of the Minister of Finance; The Government promulgates a Decree on amendments to the Government's Decree No 27/2007/ND-CP dated February 23, 2007 on e-transactions in financial operations Article Article 14 of Government's Decree No 27/2007/ND-CP dated February 23, 2007 on e-transactions in financial operations shall be amended as follows: “Article 14 Use of digital signatures Digital certificates that are used in digital signatures in financial operations between organizations, individuals and financial authorities: Digital certificates issued by providers of public authentication of digital signatures; digital certificates issued by providers of authentication of digital signatures serving the agencies of the political system; foreign digital certificates that are accredited; foreign digital certificates that are accepted in Vietnam; foreign digital certificates that are accepted in international transactions Conditions, scope and eligible entities of each digital certificate in financial operations shall be specified in accordance with law on digital signatures and authentication of digital signatures Financial authorities entering into e-transactions shall be legally bounded by international treaty(ies) on digital signatures to which the Socialist Republic of Vietnam is a signatory The Ministry of Finance shall provide guidelines for e-transactions in financial activities under its management for which digital signatures are compulsory.” Article Effect This Decree comes into force January 10, 2017 Clause Article 3, Article 13, Point g and Point h Clause Article 16 of Decree No 27/2007/ND-CP shall be annulled Ministers, Heads of ministerial-level agencies, Heads of Governmental agencies, Presidents of the People’s Committees of provinces and central-affiliated cities, and relevant organizations and individuals shall implement this Decree./ ON BEHALF OF THE GOVERNMENT PRIME MINISTER Nguyen Xuan Phuc This translation is made by LawSoft and for reference purposes only Its copyright is owned by LawSoft and protected under Clause 2, Article 14 of the Law on Intellectual Property.Your comments are always welcomed ... BVH - Modification of the ratio on approval of AGM Resolutions from 75% to 65% - Modification of ratio to nominate a BOD Member - Modification of the condition where the BOD shall convene an Extraordinary... 7th Amendment Charter) (The table of contents summarizing the proposal for revision and supplements of BVH’s Charter and the full draft of the Charter of BVH are attached in this Proposal) The... Sections, Articles, and Clauses to align with the layout of Chapters, Sections under the International rules and comply with the provisions of the Law on Enterprises in 2014 - Supplement on the