english professionl titles in the management system of joint-stock companies and their vietnamese equivalents = từ chỉ chức danh thuộc hệ thống quản lý của công ty cổ phần trong tiếng anh

VIETNAM NATIONAL UNIVERSITY, HANOI UNIVERSITY OF LANGUAGES & INTERNATIONAL STUDIES FACULTY OF POST GRADUATE STUDIES ************** TẠ THỊ MAI HƯƠNG ENGLISH PROFESSIONAL TITLES IN THE M

VIETNAM NATIONAL UNIVERSITY, HANOI UNIVERSITY OF LANGUAGES & INTERNATIONAL STUDIES

FACULTY OF POST GRADUATE STUDIES

**************

TẠ THỊ MAI HƯƠNG

ENGLISH PROFESSIONAL TITLES IN THE MANAGEMENT SYSTEM OF JOINT-STOCK COMPANIES AND THEIR VIETNAMESE EQUIVALENTS

– A STUDY FROM PRAGMATIC PERSPECTIVE

(Từ chỉ chức danh thuộc hệ thống quản lý của công ty cổ phần trong tiếng Anh và cách diễn đạt tương đương trong tiếng Việt

– Nghiên cứu từ góc độ ngữ dụng học)

M.A Minor Programme Thesis

Field: English Linguistics Code: 60 22 02 01

Hanoi – 2014

VIETNAM NATIONAL UNIVERSITY, HANOI UNIVERSITY OF LANGUAGES & INTERNATIONAL STUDIES

FACULTY OF POST GRADUATE STUDIES

**************

TẠ THỊ MAI HƯƠNG

ENGLISH PROFESSIONAL TITLES IN THE MANAGEMENT SYSTEM OF JOINT-STOCK COMPANIES AND THEIR VIETNAMESE EQUIVALENTS

– A STUDY FROM PRAGMATIC PERSPECTIVE

(Từ chỉ chức danh thuộc hệ thống quản lý của công ty cổ phần trong tiếng Anh và cách diễn đạt tương đương trong tiếng Việt

– Nghiên cứu từ góc độ ngữ dụng học)

M.A Minor Programme Thesis

Field: English Linguistics Code: 60 22 02 01

Supervisor: Assoc Prof Dr Lâm Quang Đông

Hanoi – 2014

DECLARATION

I, Tạ Thị Mai Hương, hereby state that this minor thesis is the result of my own research and all the materials in this study which are not my own work have been identified and acknowledged I also state that the substance of the thesis has not, wholly or in part, been submitted for any degree to any other universities or institutions

Hanoi, June, 2014

Tạ Thị Mai Hương

ACKNOWLEDGEMENTS

This minor thesis has been successfully completed thanks to the assistance and guidance of my supervisor, teachers, colleagues, friends and relatives

First of all, I would like to express my deep gratitude to my supervisor, Assoc Prof

Dr Lâm Quang Đông for his patient and enthusiastic guidance, endless encouragement and invaluable critical feedback throughout my research

Secondly, I wish to thank all the lecturers in the Faculty of Postgraduate Studies, University of Languages and International Studies, Vietnam National University, Hanoi for their very useful and interesting lectures which have laid the foundation for my thesis

I am also grateful to the librarians of the Faculty of Post-graduate Studies, who enthusiastically helped me in finding necessary materials for my thesis

In addition, I am greatly indebted to my colleagues at Thai Nguyen University of Economics and Business Administration for sharing my duties and providing me with both professional and emotional support while the work was being done

Last but not least, I would like to express my special thanks to my family whose love, care, support and encouragement enabled me to accomplish the study

Hanoi, June 2014

ABSTRACT

This study is an attempt to uncover the intrinsic meanings of commonly used English professional titles in the management system of American joint-stock companies and look for their Vietnamese equivalents In the study, the researcher investigates some American and Vietnamese companies‟ organizational structures, as well as scans some job suggested websites to figure out and make a list of the common professional titles in English and Vietnamese language, centering upon the titles in the management system of a company These jobs titles are then described, compared and contrasted in terms of responsibilities to look for the equivalents in the target language The results of the study present the Vietnamese equivalents of the investigated English professional titles Based on those findings, the thesis provides some implications for translation and pedagogy Last but not least, suggestions for further research are given as direction in the time to come pursued by the author and/or other interested people

ABBREVIATIONS AND ACRONYMS

CA Contrastive Analysis

CAO Chief Accounting Officer

CCO Chief Customer Officer

CEO Chief Executive Officer

CFO Chief Financial Officer

CHRO Chief Human Resources Officer

CMO Chief Marketing Officer

COO Chief Operating Officer

CSO Chief Sales Officer

U.S The United States

LIST OF TABLES

Table 1: Types of equivalence relationship……… 7

Table 2: English professional titles and their Vietnamese equivalents……… 36

Table 3: Vietnamese professional titles and their English equivalents……… 39

LIST OF FIGURES Figure 1: Company structure introduced by Tullis, G and Trappe, T (2004) ………….…13

Figure 2: Company structure introduced by Mackenzie, I (1997) ……… 14

Figure 3: Company structure introduced by McKellen, J.S (1990) ………15

Figure 4: Company structure introduced by Sweeny, S (2002) ……… 16

Figure 5: Company structure introduced by Mascull, B (2002) ……….….17

Figure 6: Structure of Binh Minh Plastics Joint-stock Company……… …18

Figure 7: Structure of Lac Hong Joint-stock Company……….…19

Figure 8: Structure of BSC Joint-stock Company……….……20

Figure 9: Board of Directors in American companies……….… …20

Figure 10: Inner governance structure of Vietnamese joint-stock companies………… …21

Figure 11: Overview of the translation task……… …38

TABLE OF CONTENTS

DECLARATION i

ACKNOWLEDGEMENTS ii

ABSTRACT iii

ABBREVIATIONS AND ACRONYMS iv

LIST OF TABLES v

LIST OF FIGURES v

TABLE OF CONTENTS vi

PART 1: INTRODUCTION 1

1 Rationale 1

2 Aims of the study 2

3 Research questions 2

4 Scopes of the study 2

5 Significance of the study 2

6 Methods of the study 3

7 Design of the study 3

PART 2: DEVELOPMENT 4

CHAPTER 1: LITERATURE REVIEW 4

1.1 Theory of Pragmatics 4

1.2 Theory of Translation 6

1.2.1 Definitions of translation 6

1.2.2 Equivalence in translation 6

1.2.3 Types of equivalence 7

1.3 Contrastive Analysis 9

CHAPTER 2: A DESCRIPTION OF AMERICAN AND VIETNAMESE JOINT-STOCK COMPANIES 11

2.1 Definition of American and Vietnamese joint-stock companies 11

2.1.1 American joint-stock companies 11

2.1.2 Vietnamese joint-stock companies 12

2.2 Organizational structures of American and Vietnamese joint-stock companies 12

2.2.1 Organizational structures of some American companies 12

2.2.3 Concluding Remarks 20

2.3 Main titles in management system of American and Vietnamese joint-stock companies 22

2.3.1 Main titles in American joint-stock companies 22

2.3.2 Main titles in Vietnamese joint-stock companies 24

CHAPTER 3: A CONTRATIVE STUDY ON PROFESSIONAL TITLES IN THE MANAGEMENT SYSTEM OF AMERICAN AND VIETNAMESE JOINT-STOCK COMPANIES 25

3.1 A description of professional titles in management system of American and Vietnamese joint-stock companies 25

3.1.1 American professional titles 25

3.1.2 Vietnamese professional titles 29

3.2 A contrastive analysis of professional titles in management system of American and Vietnamese joint-stock companies 32

3.2.1 Titles denoting General Managers 32

3.2.2 Titles denoting Functional Managers 33

3.2.3 Concluding remarks 35

CHAPTER 4: APPLICATIONS FOR TRANSLATING, TEACHING AND LEARNING BUSINESS ENGLISH 38

4.1 Suggestions for translating English professional titles into Vietnamese and Vietnamese titles into English 38

4.2 Implications for teaching and learning Business English 40

PART 3: CONCLUSION 42

1 Recapitulation 42

2 Limitations of the study 44

3 Suggestions for further research 44

REFERENCES 45

Although Vietnam has been exposed to the market economy for a considerable period, there remains a lack of economic terminology system in general and Vietnamese equivalents of English occupational titles in particular Professional titles are among those English terms which are popularly used in both local and global companies In addition, an incorrect choice of business contacts due to the misunderstanding of their job title‟s responsibilities may negatively affect the viability of business cooperation As a matter of fact, working people need to have some knowledge about business titles

Being a teacher of English responsible for teaching English to students majored in management studies, my job is to help students improve their language proficiency and provide them with the language skills they need for their future career Thus, I feel the need

to pre-teach students the common job titles and people‟s responsibilities when they hold these posts

So far, few researchers have had interest in researching the job titles in the economic fields Therefore, to be able to provide learners with better understanding of the professional titles and their implied meanings, it is necessary for me to do a research into the frequently

used job titles and the responsibilities undertaken by people carrying those titles

Throughout history, joint-stock companies, though might be denoted by different names, remain one of the most popular business models in many countries in the world as well as in Vietnam In addition, the professional titles of this type of company can be found

in many other business models Therefore, I decided to make an investigation into the management system of the companies of this type

2 Aims of the study

The primary purpose of the study is to look for the intrinsic meanings of the words denoting common professional titles in management system of American joint-stock companies and their Vietnamese equivalents

3 Research questions

The study is carried out with a view to answering the following research questions:

1 What are the common English professional titles and their responsibilities in management system of joint-stock companies in the United States?

2 What are the equivalents of these job titles in the Vietnamese language?

4 Scopes of the study

The study investigates the management system of some large joint-stock companies

in the United States (U.S.), looking for common professional titles and their responsibilities These business titles will then be compared to titles existing in management systems of Vietnamese companies to find the equivalent terms in Vietnamese language

It should be noted that the study only deals with linguistic aspect The term stock company” used in this study is an old word referring to the companies raising capital

“joint-by issuing stocks and being owned “joint-by its shareholders It can be replaced “joint-by “shareholding company” or “public company” in modern English

5 Significance of the study

It is expected that the result of this research will help Vietnamese learners of English, especially students whose major is economics and business administration, have better understandings of the management system of joint stock companies and the responsibilities of some popular positions in the company system Having a clear idea of the possible responsibilities of a title will facilitate students in the process of applying for a job

as well as being of great help when they have to find the right people to work with in their future career

Also, the attempt to find and suggest equivalents of professional titles in Vietnamese language will help limit the use of borrowing words, thus, partly contribute to preserving the value of our national language

6 Methods of the study

This research is a kind of qualitative research, in which the author integrates different methods including listing, descriptive, comparative and contrastive to be able to successfully answer the research questions By stating that the study is a kind of pragmatic perspective, the author implies that she mainly focuses on working out the intrinsic meanings of the professional titles investigated

In terms of contrastive analysis, the researcher follows the principles suggested by James C (1980), who stated that contrastive method involves two steps, namely, description and comparison Following this method, the thesis is carried out through two steps:

- Step one: English and Vietnamese professional titles in are listed and described

- Step two: English and Vietnamese professional titles are compared to find out the equivalents

7 Design of the study

The study has three main parts: Introduction, Development, and Conclusion

The introduction presents the rationale for choosing the topic, aims, scope, method, significance, and design of the study

The development consists of four chapters Chapter one provides a review of literature on pragmatics, translation and contrastive analysis, which provides background knowledge of some linguistic aspects that the researcher needs to consider when carrying out this research Chapter two is the illustration of Vietnamese and American joint-stock companies‟ structures and description of popularly used professional titles Chapter three presents the contrastive analysis of the English and Vietnamese professional titles Chapter four discusses the pedagogical implications and suggestions for translating professional

titles into the target language

The conclusion provides the summary of what has been discussed in the study, states the limitations of the study and makes some suggestions for further research

PART 2: DEVELOPMENT CHAPTER 1: LITERATURE REVIEW

This chapter presents the theoretical foundation on which the study is based and set

up It deals with theories of pragmatics, translation, equivalence in translation and contrastive analysis

of signs to the objects to which the signs are applicable; and pragmatics, the study of the relation of signs to interpreters (Morris, 1938, cited in Levinson, 1986:1) During the three stages of its development, the terms “pragmatics” has been redefined by many authors However, as Levinson (1986) stated, the modern usage of the term “pragmatics” is, indeed,

an attribute to Morris‟ theory

Bar-Hiller (1954) took the view that pragmatics is the study of languages, both natural and artificial, that contains indexical or deictic terms Carnap (in the late 1960s) referred to pragmatics as “those linguistic investigations that make necessary reference to aspects of the context” In Levinson‟s view, pragmatics can be defined as “the study of those relations between language and context that are grammaticalized, or encoded in the structure of a language” (Levinson, 1986:9) Considering the truth conditions, Gazdar (1979, cited in Levinson, 1986:12) proposed that pragmatics has those aspects of meaning

of utterances which cannot be accounted for by straightforward reference to the truth conditions of the sentences uttered

According to Mey (1993), “pragmatics” is the study of the use of language in human communication as determined by the conditions of society Stalnaker (1972, cited in Horn, L.R and Ward, G., 2006) viewed pragmatics as the study of linguistic acts and the contexts

in which they are performed Similarly, Sperber and Wilson (1986, cited in Kirsten and Williams, 1998) assumed that pragmatics is the study of the interpretation of utterances

Yule (1996) is also concerned with the interpretation of utterances in the Sperber and Wilson‟s sense In his book, the writer gives a detailed description of what is called

“pragmatics” According to this author, the approach falls into four areas including speaker meaning, contextual meaning, listeners‟ inference and the expression of relative distance

As what people say or write is not always what they mean, pragmatic studies are carried out to investigate the meaning communicated by a speaker or writer and interpreted

by a listener or reader In this case, the author defines pragmatics as “the study of speaker meaning”

Pragmatics is also concerned with the interpretation of what people mean in a particular context and the influences of the context on what is uttered Hence, pragmatics is the study of contextual meaning

In many circumstances, it is necessary for the listeners to make inferences about what is said in order to understand the speakers‟ intended meaning Obviously, the unsaid in these cases are part of what is communicated Thus, Yule (1996:3) refers to pragmatics as

“the study of how more gets communicated than is said”

As people living near each other usually have more shared experience than those who live far apart, the distance between the listeners and speakers significantly influences how much needs to be said In this case, pragmatic studies can be carried out to look for the factor that determines the choice between the said and the unsaid Therefore, pragmatics is defined as the study of the expression of relative distance (Yule, 1996:3)

The author, then, concludes that pragmatics is “the study of the relationships between linguistic forms and the users of those forms” (Yule, 1996:3)

Yongping (2002), a well-known Chinese scholar, also explained the norm of

“pragmatics” in his book A Survey of Pragmatics As the author expressed, pragmatics is a

discipline which not only concerns the sense but also concerns the derivation of sense and the understanding of underlying meaning as its objects The aim of this discipline is to decipher the negotiation and derivation of meaning in communication (Yongping, R and Ziran, H., 2002)

Though a number of definitions about pragmatics have been published, these definitions share the similar conclusion that pragmatics is the study of how language is used

in particular situations to express a meaning that may not be obvious from the actual words

In this study, the researcher stated that the thesis is towards the pragmatic perspective since her aim is to find the intrinsic meanings of frequently used professional titles to understand how they function in a company management system

1.2 Theory of Translation

1.2.1 Definitions of translation

Translation has been approached by a number of linguists According to Catford (1965), translation is the replacement of a text in one language by an equivalent text in another language In regards to various linguistic aspects, Nida (1969) states that translating

is the process of finding closest natural equivalent to the message of the source language not only in meaning but also in style

Considering translation as the preservation of meaning from one language into

another language, Newmark (1986:5) defines translation as the process of “rendering the

meaning of a text into another language in the way that the author intended the text” This concept is shared by many researchers such as Meetham and Hudson (1972) and House

(1981) Meetham and Hudson (1972, cited in Bell, 1991:59) state that translation is the

replacement of a representation of a text in one language by a representation of an equivalent text in a second language Similarly, House (1981) defines translation as the replacement of a text in the source language by a semantically and pragmatically equivalent text in the target language

Although each linguist tries to explain the term “translation” in their own words, the common feature of the above definitions is that they emphasize the importance of finding equivalents with similar characteristics to the original by the choice of appropriate lexicon and grammatical structures

1.2.2 Equivalence in translation

In most definitions about translation, “equivalence” is mentioned as the key term Catford (1965, cited in Van den Broek, 1978) defines the notion of “equivalence” by stating the conditions in which translation equivalence occurs According to this author, translation equivalence occurs when “source language and target language texts or items are related to (at least some of) the same relevant features of situation substance” Similarly, Halverson (1997) also views equivalence in the relationship between two entities, and the relationship

is described as a similarity in terms of any of potential qualities In general, proponents of equivalence-based theories of translation usually define equivalence as the relationship

between a source text and a target text that allows the target text to be considered as a translation of the source text Also, equivalence relationships appear to hold between parts

of source texts and parts of target texts These definitions are supposed to be problematic as what Pym (1992:37) has pointed out: equivalence is used to define translation, and translation, in turn, defines equivalence The existence of this circularity explains why Snell-Hornby (1988) and many other theorists who support him believe that translation equivalence is just an “imaginative” phenomenon

Although the concept of “equivalence” remains controversial, few attempts have been made to define equivalence out of its relationship with translation Yet, though being claimed to be irrelevant (Snell-Hornby,1988) or damaging (Gentlzer,1993) to translation studies, equivalence is still variously regarded as a necessary condition for translation, an obstacle to progress in translation studies, and a useful category for describing translations

1.2.3 Types of equivalence

Theorists have studied equivalence in relation to the translation process, using two approaches, namely quantitative and qualitative Concerning the quantitative approach, Kade (1968), and Hann (1992) divide equivalence into six categories as follows:

2 One-to-many

equivalence

More than one TL expression for a single SL expression is used

3 Many-to-one

equivalence

More than one SL expression for a single TL expression is used

6 Non-equivalence

There is no TL expression for

an SL expression

Table 1: Types of equivalence relationship

There exist three subdivisions under qualitative approach, that is, function-based, meaning-based and form-based approach Nida, Koller and Baker are three linguistic researchers who are credited as the founders of these above approaches with their major works of the time

In terms of function-based equivalence, Nida (1964) argues that there are two

different types of equivalence, including formal equivalence which is also referred to as formal correspondence (Nida & Taber, 1969) and dynamic equivalence While formal correspondence focuses attention on both form and content, dynamic equivalence emphasizes the text readability

In light of meaning-based equivalence, Koller (1977) proposes five types of

equivalence including “denotative, connotative, text-formative, pragmatic and formal

equivalence” Denotative equivalence is described as extralinguistic content as it involves

“content invariance”, which means the SL and TL words refer to the same thing in the real

world Connotative equivalence is that SL and TL words should produce the same

communicative values in the mind of native speakers of the two languages This equivalence type involves lexical choices and can be referred to as “stylistic equivalence”

With regard to text-formative equivalence, the author means the SL and TL words should use the same or similar text types in their respective languages By pragmatic equivalence,

Koller (1977) implies that the SL and TL words should have the same effect on the reader

or mainly aiming at the receiver, to whom the translation is directed Pragmatic equivalence

is, therefore, similar to Nida‟s dynamic equivalence in that both kinds concentrate on the communicative equivalence and are oriented to the receiver of the text message The last

type of equivalence, namely, formal equivalence is referred to as “expressive equivalence”,

which respects the form and aesthetics of the text

With regard to form-based equivalence, Baker (1992) explores the notion of

equivalence at different levels in relation to the translation process This author proposes that there are two types of equivalence including equivalence at word level and equivalence above word level In this author‟s view, translation equivalence involves grammatical equivalence, textual equivalence, and pragmatic equivalence Baker notes that a word sometimes carries different meanings in different languages, and relates meaning of words

with morpheme Baker mentions problems at word level and above word level before

suggesting some strategies in dealing with them Grammatical equivalence refers to the

diversity of grammatical categories across languages The linguistic scholar affirms that grammatical rules across languages may differ, which lead to some problems in finding a

direct correspondence in the TL Textual equivalence denotes the equivalence between a SL text and a TL text regarding information and cohesion Finally, pragmatic equivalence

touches on implication of the TL text The duty of a translator is recognizing the implied meaning of SL text, and then reproducing it in a way that readers of the TL can comprehend clearly without any misunderstanding in terms of culture

1.3 Contrastive Analysis

In the second half of the 20th century, the influence of the first language in learning a second language was noted by different linguists such as Lado and Postman According to Lado (1957), learners of a second language tend to transfer the forms and meanings and the distribution of forms and meanings of their native language and culture – both productively and receptively Similarly, Postman (1971) states that learning is a cumulative process, in which, the more knowledge and skills an individual acquires, the more likely it becomes that his new learning will be shaped by his past experiences and activities “An adult rarely,

if ever, learns anything completely new; however, unfamiliar task confronts him, the information and habits he has built up in the past will be his point of departure Thus transfer of training from old to new situations is part and parcel of most, if not all, learning” (Postman, 1971) This theoretical assumption of behaviorism forms the basis of contrastive analysis

The term “contrastive analysis” (CA), also called “contrastive linguistics”, was suggested by Whorf (1941) and was defined as “a sub discipline of linguistics concerned with the comparison of two or more languages or subsystems of languages in order to determine both the differences and similarities between them” (Fisiak, 1981) From the definition, it can be said that according to this author, CA deals with both similarities and differences of the two languages investigated

Unlike Fisiak, James (1980) supposes that CA, as the term contrastive implies, is

more interested in the differences between languages than in their likenesses The scholar then describes CA as “a linguistic enterprise aiming at producing inverted two-valued

typologies (a CA is always concerned with a pair of languages), and founded on the assumption that languages can be compared” (James, 1980:3)

In the 1960s and early 1970s, contrastive analysis was used extensively in the field

of Second Language Acquisition Despite an array of criticisms, contrastive analysis is not merely relevant for second language teaching and learning but it can also make useful contributions to machine translating and linguistics typology Chaturvedi (1973) suggests the following guiding principles for contrastive study: (1) To analyze the mother tongue and the target language independently and completely (2) To compare the two languages item-wise-item at all levels of their structure (3) To arrive at the categories of a/ similar features b/ partially similar features c/ dissimilar features – for the target language (4) To arrive at principles of text preparation, test framing and target language teaching in general Having similar view, James (1980:63) explained that executing CA involves two steps, namely, description and comparison, and the steps are taken in that order According to this author, although these two procedures cannot be said to characterize CA uniquely, it is the general principle in executing a CA

In this study, the researcher would like to follow the procedures suggested by James (1980) as the framework and carry out the research through two steps:

- Step one: English and Vietnamese professional titles in are listed and described

- Step two: English and Vietnamese professional titles are compared to find the equivalents

CHAPTER 2

A DESCRIPTION OF AMERICAN AND VIETNAMESE JOINT-STOCK COMPANIES

Chapter two provides a description of American and Vietnamese Joint-Stock Companies, including the definition of a joint-stock company and the illustration of common company structures

2.1 Definition of American and Vietnamese joint-stock companies

2.1.1 American joint-stock companies

The use of the term joint-stock company or corporation has been common since the various Joint-stock Companies Acts were passed in the 1800s in England As defined by the Oxford Pocket Dictionary of Current English (2009), a joint-stock company simply means a company whose stock is owned jointly by its shareholders

More detailed definition can be found online at www.businessdictionary.com on which joint-stock company is stated to be the original name for a corporation with limited liability for the shareholders Investors in an American joint-stock company receive stock or shares which can be transferred, and can elect a board of directors to help them control the company operations With regards to American joint-stock company, Downes and Goodman (2006) described this type of company as a form of business organization that combines features of a corporation and a partnership A similar explanation can be retrieved from West‟s Encyclopedia of American Law (2005) at www.encyclopedia.com On this website, a joint-stock company is noted as an association engaged in a business for profit with ownership interests represented by shares of stock A joint-stock company is financed with capital invested by the members or stockholders who receive transferable shares, or stock Although it shares majority features of a corporation, this type of company is somehow similar to partnership because it also possesses the element of personal liability where each member remains financially responsible for the acts of the company

Though joint-stock company has long history, this original name is not very commonly used in the U.S at present According to Plessis & Grobfeld (2007), nowadays

in the U.S, the UK and other Anglo-American jurisdictions, this type of company takes the name of “public companies or corporations, publicly-traded companies/corporations; public companies of corporations limited by shares, or public limited companies or corporations”

In this study, the author will use these terms interchangeably when referring to “joint-stock company”

2.1.2 Vietnamese joint-stock companies

Vietnam Enterprise Law (2005), Article 77 defines joint-stock companies as follows:

Article 77: Joint-stock companies

A joint-stock company is an enterprise where:

a/ Its charter capital is divided into equal portions known as shares;

b/ Shareholders may be organizations and/or individuals; the minimum number of shareholders shall be three and shall not be restricted to any particular maximum number;

c/ Its shareholders shall be liable for debts and other property liabilities of such enterprise within the limit of the value of their capital contribution to the enterprise;

d/ Shareholders shall be entitled to freely transfer their shares, except the case specified in Clause 3 of Article 81 or Clause 5 of Article 84 of this Law

2 A joint-stock company shall have the legal person status from the date it is granted a business registration certificate

3 A joint-stock company shall be entitled to issue securities of all kinds for capital mobilization

(Vietnam Enterprise Law, 2005) According to the law, a Vietnamese joint-stock company is a business entity owned

by shareholders Shareowners of a Vietnamese joint stock company have limited liability as

just being liable for the company's debts by the nominal value of the stock or shares held by them Shareholders (except for some special cases) have the right to transfer their shares to others without any effects to the continued existence of the company

2.2 Organizational structures of American and Vietnamese joint-stock companies 2.2.1 Organizational structures of some American companies

According to Tullis and Trappe (2004:4), most companies are made up of three groups of people including shareholders who provide the capital, the management and the workforce The management structure of a typical company is shown in the following organization chart

Figure 1: Company structure introduced by Tullis and Trappe (2004)

As can be seen from the above diagram and the explanation of the authors, at the top

of the company hierarchy is the Board of Directors This board is headed by the Chairperson or President and is responsible for policy decisions and strategy (Tullis and Trappe, 2004) Managing Director (MD) or Chief Executive Officer (CEO) ranks second in terms of authority The person who holds this position has overall responsibility for the running of the business Companies also have senior and middle management to help head the various departments or functions within the company Different departments that can be found in most companies are Marketing, Public Relations, Information Technology (IT), Personnel or Human Resources, Finance, Production, and Research and Development (R&D) (Tullis and Trappe, 2004:4)

Similarly, Mackenzie (1997:11) stated that companies generally have shareholders who provide capitals for the companies and are managed by the board of directors (headed

by a Chairman or President), who oversee operations and the managing director or CEO who takes responsibility for the day-to-day running of the company In smaller companies, the roles of chairman and managing director are usually combined Americans tend to use the term President rather than Chairman, and Chief Executive Officer (CEO) instead of Managing Director (MD) The CEO or MD is supported by various executive officers or vice-presidents (VP), each with clearly defined authority and responsibility

Figure 2: Company structure introduced by Mackenzie (1997)

According to the author, typically, the functional different departments in a company are Production Department, Finance Department, Human Resources Department and Marketing Department Executive Directors, carrying the title of VP are responsible for strategic decisions and operations of these functions while managers of each department are

in charge of particular functions The functional departments are made up of several sections as introduced below

1 Marketing Department consists of three sections, that is, sales, sales promotion and advertising;

2 Human Resources Department is made up of of Recruiment and Personnel, and Training section

3 Production Department is composed of five sections including Production Control, Purchasing, Manufacturing, Quality Control and Engineering Support

4 Finance Depatment con sists of Financial Management and Accounting

(Mackenzie, 1997:13) Regarding business structure, McKellen (1990:29) also introduced an organization chart that is, as he stated, one of the most usual

Marketing Department

Figure 3: Company structure introduced by McKellen (1990)

As illustrated by McKellen (1990:29), Managing Director, Chief Executive or President is the top position in company hierarchy Companies are managed by a group of directors and managers Normally the directors are responsible for strategic planning and for making decisions while managers of the company departments are in charge of day-to-day running and report to the directors

As the author explained, the key functional departments of a company include Finance, Sales, Marketing (sometimes part of Sales), Production, Research and Development (R&D) and Personnel Departments These are the most common departments, but some companies may have other departments as well (McKellen, 1990:29)

A similar structure which is built based on the chain of command can be found in

the book Test your professional English – Management written by Sweeney (2002:66) The

author illustrated a typical model of a company management system in the following diagram

Managing Director/ Chief Executive/

Finance

R&D Manager

Production Manager

Accounting Manager

Sales Manager

Marketing Manager

Personnel Manager

Manager

Figure 4: Company structure introduced by Sweeney (2002)

According to Sweeney (2002:66), at the top of the company structure is the Chief Executive or Managing Director Production Director, Sales Director, Marketing Director, Finance Director, Human Resources Director and Company Secretary belong to the group

of senior management system Middle management often has the title of Managers who run the functional departments of a company

Another company organizational chart which is introduced in the book Business

Vocabulary in Use is that of Fun and Sun Holidays (Mascull, 2002:26) The company has a

similar structure to that of those businesses previously discussed

Sales Department Manager

Chief Executive/Managing Director

Production Director

Sales Director

Marketing Director

Finance Director

Human Resources Director

Company Secretary

SENIOR

MANAGEMENT

Production Department Manager

MIDDLE

MANAGEMENT

Marketing Department Manager

Finance Department Manager

Human Resources Department Manager

Area Sales Manager

JUNIOR

MANAGEMENT

Area Sales Manager

Production Controller

Market Research, PR and Publicity Officers

Financial Controller

Personnel and Training Officers

Senior Administrative Assistant

Workforce Sales

Teams

Clerical Staff

Clerical Staff

Clerical Staff

Clerical Staff

Figure 5: Company structure introduced by Mascull (2002)

As shown in the organigram, the non-executive directors of the company are Chairman or Chairwoman and Chief Executive or Managing Director Senior executives, also referred to as top executives or executive directors include Chief Financial Officer or Finance Director, Marketing Director, Human Resources Director, IT Director and Research Director Those senior managers have authority over middle managers such as Account Department Manager who is supervised by Finance Director, Sales Manager and Customer Services Manager who are supervised by Marketing Director As there is a clear chain of command running down the pyramid, the supervisor of a manager to whom he or she reports can be called his or her line manager

2.2.2 Organizational structures of some Vietnamese companies

As stated in Vietnam Enterprise Law (2005, Article 95) the organizational structure

of the management of a joint-stock company comprises “Đại hội đồng cổ đông”, “Hội đồng quản trị”, “Giám đốc” or “Tổng Giám đốc” “Chủ tịch Hội đồng quản trị” – the highest position in “Hội đồng quản trị”, “Giám đốc” or “Tổng Giám đốc” may be the representative

at law for the company For a company with more than eleven shareholders being individuals or with a shareholder being an organization holding more than 50% of total shares, it needs to have “Ban kiểm soát” The other positions in the management system of a company depend on its unique features and conform to the company‟s own regulations

Chairperson Chief executive/ managing director

Chief Financial Officer / Finance director

Marketing Director

IT Director

Human Resources Director

Research Director

Accounting Department Manager

Sales Manager

Customer Services Manager

Below are the organizational structures of some Vietnamese joint-stock companies The first company to be introduced is Bình Minh Plastic Joint-stock Company, one

of the most respected manufacturing companies operating in plastic industry in Vietnam Established in 1977 after the merger of two business enterprises, the company has achieved

an array of success to become a leader in Vietnamese market for plastic products Since the company plays the role of both a manufacturer and a trader, the organizational system of the company can be considered typical as it is made up of various departments that a company may have

Figure 6: Structure of Bình Minh Plastics Joint-stock Company

The above diagram illustrates the structure of the management system of Bình Minh Plastics Joint-stock Company, in which, at the top of the company hierarchy is the head of

“Hội đồng quản trị”, who is denoted as “Chủ tịch hội đồng quản trị” “Tổng giám đốc” is in the second authoritative position, who receives help from two “Phó tổng giám đốc”, one of whom is responsible for marketing (“Phó tổng giám đốc kinh doanh”) and the other is in charge of technological problems (Phó tổng giám đốc kỹ thuật) The functional departments

of the company are “Phòng kinh doanh”, “Phòng tiếp thị”, “Phòng quản trị hành chính”,

“Phòng nhân sự”, “Phòng tài chính kế toán”, “Phòng đầu tư nghiên cứu và phát triển”,

“Phòng đảm bảo chất lượng” The head of a department of the company is denoted as

“Trưởng phòng” In the company, the leader of “Phòng tài chính kế toán” also serves as “Kế

Trưởng phòng Nhân sự

Trưởng phòng đầu

tư nghiên cứu và phát triển (R&D)

Trưởng phòng đảm bảo chất lượng (QA)

Giám đốc nhà máy 1

Giám đốc nhà máy 2 Trưởng ban kiểm soát

toán trưởng” In addition, the company has two “Giám đốc nhà máy” whose responsibility

is to direct and control the operation of the company‟s factories

Another company to be introduced is Lạc Hồng, a popular companies operating in construction field in Vietnam Conforming to Vietnam Enterprise Law (2005), the company

is headed by “Đại hội đồng cổ đông”, “Hội đồng quản trị”, “Tổng giám đốc” and “Phó tổng giám đốc” The functional departments of the companies consist of “Phòng vật tư”, “Phòng quản lý chất lượng và thanh quyết toán”, “Phòng tổ chức hành chính”, “Phòng tài chính kế toán”, “Phòng dự án”, “Phòng Marketing” In addition, the company has “Phòng kinh doanh nhà và xuất nhập khẩu”, “Phòng đầu tư phát triển nhà và đô thị” and “Phòng tư vấn thiết kế”

to comply with its field of operation The person who is in charge of each department in the company is denoted as “Trưởng phòng”

Figure 7: Structure of Lạc Hồng Joint-stock Company

A simpler company structure can be found in BSC Joint-stock Company, which does not comprise “Ban kiểm soát” and “Phó giám đốc” in its management system The company only has “Hội đồng quản trị” which is governed by “Chủ tịch”, “Giám đốc” who directs the functional departments which are “Phòng kinh doanh”, “Phòng nhân sự”, “Phòng tài chính

kế toán”, “Phòng kỹ thuật công nghệ” and “Phòng Marketing” This company organization

is common for companies with smaller size than the previously introduced ones

Hội đồng quản trị

Phó tổng giám đốc

Trưởng phòng

tổ chức hành chính

Kế toán trưởng – Trưởng phòng tài chính-kế toán

Trưởng

phòng

Vật tư

Trưởng phòng PR- Marketing

Trưởng phòng KD nhà – Xuất nhập khẩu

Trưởng phòng

Tư thiết kế

vấn-Trưởng phòng Đầu

tư phát triển nhà

và Đô thị Đại hội đồng cổ đông

Ban kiểm soát