DECISION

ON EXPERIMENTALLY CONVERTING THE ORGANIZATION AND OPERATION OF THE EDUCATION PUBLISHER AFTER THE PARENT COMPANY-AFFILIATE COMPANY MODEL

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;
At the proposal of the Minister of Education and Training and the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of the Interior and the Party Central Committee’s Economic Commission,

DECIDES:

Article 1.- To approve the scheme on experimentally converting the organization and operation of the Education Publisher under the Ministry of Education and Training after the parent company-affiliate company model with the following principal contents:

1. Objectives: To experimentally renew the organization and management, changing the administrative association between the Education Publisher and its dependent cost-accounting member units into the mechanism of mainly financial investment; to create a close linkage, clearly determining the rights and responsibilities regarding capital and economic interests among enterprises having the legal person status; to better provide information, marketing, consumption, supply, research and training services to member enterprises; to create conditions for enterprises to raise their production capacity, business efficiency and competitiveness.

2. Major contents of the scheme:

a) The Education Publisher shall change its operation after the parent company-affiliate company model as follows:

- The parent company (the Education Publisher) is a State enterprise, which directly carries out production and business activities, invests capital in its affiliate companies and has to preserve and develop the State capital at the company as well as its capital invested in the affiliate companies.

The parent company shall be formed on the basis of reorganizing the Education Publisher’ office, Textbook Map and Picture Company and the Education Publisher’s branches in Da Nang and Ho Chi Minh cities.

The organizational and managerial structure of the parent company consists of a Managing Board, a Control Board, a General Director and an assisting apparatus.

- Affiliate companies shall have the legal person status as well as their own assets, proper names and managerial apparatuses, have to take civil liability within the value of their assets, and be organized and operate according to law provisions relevant to their legal forms.

Affiliate companies are joint-stock companies or limited liability companies with two or more members where the parent company holds dominant shares or dominant contributed capital.

b) The charter capital structure and the production and business lines of the parent company and affiliate companies; the organization and management of the parent company; the relations between the parent company and its owner being the State as well as its affiliate companies shall be prescribed in the charter on organization and operation of the parent company.

c) The parent company shall have to inherit all legal rights and obligations of the Education Publisher.

Article 2.- Roadmap for the Education Publisher to shift its operation after the parent company-affiliate company model shall be as follows:

a) In 2003:

To establish the parent company and one affiliate company on the basis equitizing Hoa Phat Textbook Printing Company.

b) In 2004:

To form three affiliate companies on the basis of equitizing Dong Anh Textbook Printing Company, Ho Chi Minh City Textbook Printing Company and Reference Book Distribution Company.

c) In 2005:

To form two affiliate companies on the basis of equitizing Dien Hong Printing Company and Education Audio-Video Company.

Article 3.-

1. To assign the Minister of Education and Training:

a) To direct the implementation of this experimental scheme.

b) To decide on the establishment of the parent company and affiliate companies stated in Clause 2, Article 1 of this Decision, according to current regulations.

c) To submit to the Prime Minister the charter on organization and operation of the parent company for approval.

d) To monitor the operation of this experimental model and promptly report to the Prime Minister on problems to be rectified.

2. To assign the Minister of Finance to approve the experimental finance regulation of the parent company and monitor the execution of regime of financial management, business accounting and financial publicity by the parent company.

Article 4.- This Decision takes effect 15 days after its publication in the Official Gazette.

The Minister of the Education and Training, the Minister of Finance, the Minister of Planning and Investment, the Minister of the Interior and the heads of the concerned agencies shall have to implement this Decision.