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THE GOVERNMENT
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SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No.: 59/2021/ND-CP
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Hanoi, June 18,
2021
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DECREE
PRESCRIBING
FINANCIAL MANAGEMENT AND PERFORMANCE ASSESSMENT OF VIETNAM EXCHANGE AND VIETNAM
SECURITIES DEPOSITORY AND CLEARING CORPORATION
Pursuant to the Law on Organization of
Government dated June 19, 2015;
Pursuant to the Law on Amendments to the Law on
Government Organization and the Law on Local Government Organization dated
November 22, 2019;
Pursuant to the Law on Enterprises dated June
17, 2020;
Pursuant to the Law on management and use of
state capital invested in manufacturing and business operations of enterprises
dated November 26, 2014;
Pursuant to the Law on Securities dated November
26, 2019;
At the request of the Minister of Finance;
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Chapter I
GENERAL PROVISIONS
Article 1. Scope
1. This Decree deals with the
mechanism for financial management and performance assessment of Vietnam
Exchange and Vietnam Securities Depository And Clearing Corporation.
2. In addition to regulations herein,
Vietnam Exchange and Vietnam Securities Depository and Clearing Corporation
shall carry out financial management and performance assessment in accordance
with regulations of the Law on management and use of state capital invested in
manufacturing and business operations of enterprises and its guiding, amending
and superseding documents (if any).
Article 2. Regulated entities
1. Vietnam Exchange (VNX).
2. Vietnam Securities
Depository and Clearing Corporation (VSDCC).
3. Ministry of Finance that is
the owner’s representative agency in VNX and VSDCC.
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Chapter II
FINANCE OF VIETNAM
EXCHANGE AND VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION
Article 3. Intercorporate
investments
1. VNX and VSDCC shall only
make intercorporate investments in the fields of securities and securities
market.
2. Types and authority to
decide to make intercorporate investments of VNX and VSDCC shall comply with
regulations of the Law on management and use of state capital invested in
manufacturing and business operations of enterprises and their Charters on
organization and operation.
Article 4. Revenues
1. VNX shall manage its
revenues and other incomes in accordance with Article 30 of the Government’s
Decree No. 91/2015/ND-CP dated October 13, 2015 prescribing state capital
investments in enterprises, use and management of capital and assets in
enterprises and its guiding, amending and superseding documents (if any).
Revenues of VNX include:
a) Operating revenues, including revenues from
management of members and those from other operations as prescribed by law;
b) Revenues from provision of services, including
information services, technological infrastructure services for the securities
market, and other services as prescribed by law;
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2. VSDCC shall manage its
revenues and other incomes in accordance with Article 30 of the Government’s
Decree No. 91/2015/ND-CP dated October 13, 2015 prescribing state capital
investments in enterprises, use and management of capital and assets in
enterprises and its guiding, amending and superseding documents (if any).
Revenues of VSDCC include:
a) Operating revenues, including revenues from
management of members; registration of securities; depositing of securities;
transfer of securities between trading accounts; provision of corporate action
services; transfer of ownership of securities not through the trading system; provision
of settlement agent services for government's debt instruments,
government-backed bonds and municipal bonds; provision of clearing and
settlement for securities transactions, management and transfer of positions
between trading accounts, management of margins, post-transaction error
rectification, delay of settlement dates, and change to cash payment;
registration of collateral for securities registered at VSDCC and revenues from
other operations as prescribed by law;
b) Revenues from provision of services, including
information services and other services as prescribed by law;
c) In addition to financial incomes and other
incomes as prescribed by the Law on management and use of state capital
invested in manufacturing and business operations of enterprises, VSDCC is
allowed to record interests on deposits earned from payment of dividends,
principal and interest amounts of government’s debt instruments,
government-backed bonds, municipal bonds and other securities, and exercise of
call options for securities as its financial incomes.
Article 5. Expenses
1. VNX and VSDCC shall manage
its expenses in accordance with Article 30 of the Government’s Decree No.
91/2015/ND-CP dated October 13, 2015 prescribing state capital investments in
enterprises, use and management of capital and assets in enterprises and its
guiding, amending and superseding documents (if any).
2. When determining its
taxable incomes, VSDCC may include the following expenses in its deductible
expenses, including:
a) Contributions to the operational risk management
fund as prescribed in Clause 3 Article 156 of the Government’s Decree No.
155/2020/ND-CP dated December 31, 2020 on elaboration of some articles of the
Law on Securities and its guiding, amending and superseding documents (if any).
Contributions to the operational risk management fund shall be made quarterly.
At the end of the fiscal year, the residual balance of the operational risk
management fund shall be carried forward to the following year;
b) Revenues from transfer of ownership of
securities not through the trading system transferred to subsidiaries of VNX.
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1. The assessment of
performance and ranking of VNX and VSDCC shall be carried out in accordance with
law regulations on performance assessment and ranking of state-owned
enterprises.
2. When calculating
performance assessment criteria, VNX and VSDCC shall, in addition to eliminated
objective factors as prescribed by law regulations on performance assessment of
state-owned enterprises, eliminate the following objective factors:
a) State policies that affect the listing and
trading of securities as well as registration, depositing, clearing and
settlement of securities transactions conducted on the securities market;
b) Changes in operating revenues and revenues and
incomes from investments in subsidiaries of VNX due to: the quantity of listed
and registered companies; volume of traded securities and trading prices;
number of members of VNX; value of bid-winning bonds, plan and scale of raising
capital by issuing bonds; value of traded bonds; value of securities whose
ownership is transferred not through the trading system; trading volume of
derivatives; trading volume of other securities as prescribed by the Law on
Securities;
c) Changes in operating revenues of VSDCC due to:
volume of securities deposited during the year; value of securities (initially)
registered in the year and times of additional registration of securities;
principal and interest amounts of government’s debt instruments,
government-backed bonds and municipal bonds; times of performance of corporate
actions and corresponding number of shareholders of each time; times of
transfer of securities between accounts, and value of transferred securities;
value of securities whose ownership is transferred not through the trading
system; number of depository members and number of clearing members; number of
contracts and values of securities borrowed/lent, balances of positions at the
end of day; balances of margins at the end of day, trading value of novating
securities and volume of novating derivatives; number of transactions with
error rectification, number of transactions with delayed settlement date, and
number of transactions with cash payment.
Article 7. Financial
management, supervision and performance assessment of subsidiaries of VNX
1. Pursuant to regulations
herein, regulations on financial management and performance assessment of
state-owned enterprises, and relevant laws, VNX shall promulgate regulations on
financial management, supervision and performance assessment of its
subsidiaries.
2. Regulations on financial
management of subsidiaries of VNX shall include:
a) Charter capital, capital mobilization and
intercorporate investments;
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c) Revenues of the subsidiary of VNX, including:
operating revenues (revenues from listing and trading of securities,
trading of derivatives, bidding for bonds, auction of securities, transfer of
ownership of securities not through trading system and revenues from other
operations); revenues from provision of services (including information
services, technological infrastructure services for the securities market, and other
services); financial incomes and other incomes. The subsidiary of VNX is
allowed to record interests on deposits relating to auction of securities as
its financial incomes;
d) Expenses of the subsidiary of VNX;
dd) Distribution of profits after paying taxes and
setting aside funds;
e) Other contents to serve management requirements.
3. Regulations on supervision
and performance assessment of subsidiaries shall include:
a) Criteria and grounds for performance assessment
and ranking of enterprises;
b) Methods for performance assessment and ranking
of enterprises;
c) When calculating performance assessment
criteria, the subsidiaries are allowed to eliminate the same objective factors
as those for VNX as prescribed in Clause 2 Article 6 hereof;
d) Other contents as prescribed by law.
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RESPONSIBILITIES OF
RELEVANT AUTHORITIES
Article 8. Responsibilities of
VNX and VSDCC
1. Comply with regulations on
financial management and performance assessment laid down in the Law on management
and use of state capital invested in manufacturing and business operations of
enterprises and its guiding, amending or superseding documents (if any).
2. Bear the competent
authorities’ supervision and inspection of financial works of VNX and VSDCC.
3. VNX shall promulgate
regulations on financial management, supervision and performance assessment of
its subsidiaries in accordance with regulations herein.
Article 9. Responsibilities of
Ministry of Finance
1. Exercise and perform rights
and responsibilities of the owner’s representative agency to VNX and VSDCC in
accordance with the Law on management and use of state capital invested in
manufacturing and business operations of enterprises, regulations herein and
their guiding, amending and superseding documents (if any).
2. Carry out the assessment of
compliance with policies which is used as the basis for requesting the
Government to amend or supersede regulations on financial management and
performance assessment of VNX and VSDCC.
Chapter IV
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Article 10. Effect
1. This Decree comes into
force from August 06, 2021.
2. After VNX and VSDCC are
established and start official operation according to the 2019 Law on
Securities, their financial management and performance assessment shall be
carried out in accordance with regulations herein; Articles 9, 10, 11, 12,
Clause 3 Article 13 and the phrases “Sở Giao dịch chứng khoán, Trung tâm Lưu ký
Chứng khoán Việt Nam” (“Stock Exchange, Vietnam Securities Depository”) and “Sở
Giao dịch chứng khoán và Trung tâm Lưu ký Chứng khoán Việt Nam” (“Stock
Exchange and Vietnam Securities Depository”) in Articles 1, 2, 13, 15, 16, 17
of the Government’s Decree No. 122/2017/ND-CP dated November 13, 2017 are
abrogated.
Article 11. Transition
1. Stock Exchanges and
Securities Depository Centers that are organized and operating under the Law on
Securities No. 70/2006/QH11, as amended in the Law No. 62/2010/QH12, shall
continue complying with regulations on financial management and performance
assessment laid down in the Government’s Decree No. 122/2017/ND-CP dated
November 13, 2017 until VNX and VSDCC starts their operation as prescribed in
the Law on Securities No. 54/2019/QH14 dated November 26, 2019, except the
provisions in Clause 3 of this Article.
2. Hanoi Stock Exchange (HNX)
and Ho Chi Minh Stock Exchange (HSX) shall record balances of compensation
funds for members as at December 31, 2020 as their other incomes and follow
procedures for payment of corporate income tax on such incomes in accordance
with regulations of law.
3. With regard to balances of
operational risk management fund and fund for prevention of derivatives
settlement risks of Vietnam Securities Depository:
a) Vietnam Securities Depository shall comply with
Clause 15 Article 310 of the Government’s Decree No. 155/2020/ND-CP dated
December 31, 2020;
b) Before VSDCC starts to operate under regulations
of the Law on Securities No. 54/2019/QH14, Vietnam Securities Depository shall
include contributions made to the operational risk management fund, as
prescribed in Point a Clause 2 Article 5 hereof, in its expenses when
determining its taxable incomes.
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Minister of Finance, Boards of Members and General
Directors of VNX and of VSDCC, and relevant organizations and individuals are
responsible for the implementation of this Decree.
ON BEHALF OF
THE GOVERNMENT
PP. PRIME MINISTER
DEPUTY PRIME MINISTER
Le Minh Khai