A manager of a State-owned enterprise (SOE Manager) is not a public official who may be “cadre” (cán bộ), “civil servant” (công chức) or “public employees” (viên chức) under Vietnamese law. This is because SOE Manager is not covered by the legal definitions of public officials under Vietnamese law. There are certain specific regulations relating to public officials which are applicable to the appointment, demotion or performance review of certain SOE Managers at a wholly State-owned enterprise. These managers include:
- Chairman of the Members’ Council or Chairman of the relevant SOE;
- any member of the Members’ Council of the relevant SOE;
- Inspector of the relevant SOE;
- General Director, Deputy General Director, Director, Deputy Director and Chief Accountant of the relevant SOE; and
- any person appointed as the representative of the owner of State’s capital at the relevant SOE.
Although SOE Managers may not be considered as “public officials”, SOE Managers are still subject to anti-corruption regulations. The Anti-Corruption Law 2005 does not specifically provide who within a SOE is subject to anti –corruption regulations. However, based on the list of persons who must declare his/her income under anti-corruption rules, presumably, these persons include:
- members of the Board of Directors or members of the Members’ Council of the relevant SOE;
- members of the Inspection Committee or the Inspectors of the relevant SOE;
- any manager who has a title from Deputy Director of a department within the relevant SOE. This should include the CEO and Deputy CEOs of the relevant SOE; and
- any individual who is assigned to represent capital of the relevant SOE in another company (First Level Sub) and who has a title from Deputy Director of a department within the First Level Sub. It is not clear if the anti-corruption provisions will apply to companies which are owned or controlled by a First Level Sub of the relevant SOE. A prudent approach is to consider these companies being subject to anti-corruption provisions in the same manner as a First Level Sub of the relevant SOE.