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THE STATE BANK
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SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No. 327/QD-NH5
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Hanoi, October
04, 1997
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DECISION
RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF
THE INDUSTRIAL AND COMMERCIAL BANK OF VIETNAM
THE GOVERNOR OF THE STATE BANK
Pursuant to the Law on State Enterprises of
April 20, 1995;
Pursuant to the Ordinance on the State Bank of Vietnam, Ordinance on Banks,
Credit Cooperatives and Financial Companies promulgated together with Order No.37/LCT-HDNN8
and Order No.38/LCT-HDNN8 of May 24, 1990 of the President of the State
Council;
Pursuant to Decree No.15-CP of March 2, 1993 of the Government on the tasks,
powers and State management responsibilities of the ministries and the
ministerial-level agencies;
Pursuant to Document No.3329/DMDN of July 11, 1996 of the Government
authorizing the Governor of the State Bank to sign the decision on the
re-establishment of the Industrial and Commercial Bank of Vietnam;
Pursuant to Document No.3575/DMDN of July 18, 1997 of the Government
authorizing the Governor of the State Bank to temporarily ratify the Statute on
the Organization and Operation of the State-Owned Banks;
At the proposals of the Chairman of the Managing Board of the Industrial and
Commercial Bank of Vietnam and the Director of the Financial Regulations
Department of the State Bank of Vietnam,
DECIDES
Article 1.- To ratify
the Statute on the Organization and Operation of the Industrial and Commercial
Bank of Vietnam, which includes 11 chapters and 58 articles, issued together
with this Decision.
Article 2.- This
Decision takes effect 15 days after its signing and shall replace Decision
No.251/QD-NH5 of November 11, 1992 of the Governor of the State Bank allowing
the application of the Statute of the Industrial and Commercial Bank of
Vietnam.
Article 3.- The Chairman
of the Managing Board and the General Director of the Industrial and Commercial
Bank of Vietnam, the Director of the Financial Regulations Department, the
Director of the Office, the Chief Inspector, the heads of the attached units of
the Central State Bank, the Directors of branches of the State Bank in the
provinces and cities directly under the Central Government shall have to
implement this Decision.
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ACTING GOVERNOR OF THE
STATE BANK
Do Que Luong
STATUTE
ON THE ORGANIZATION AND OPERATION OF THE INDUSTRIAL AND
COMMERCIAL BANK OF VIETNAM
(Ratified
under Decision No.327-QD/NH5 of October 4, 1997 of the Governor of the State
Bank)
Chapter I
GENERAL PROVISIONS
Article 1.- The
Industrial and Commercial Bank of Vietnam (hereafter referred to as the
Industrial and Commercial Bank for short) is a State enterprise of special
category comprising member units which are closely inter-related in their
activities for economic, financial, technological, information, training,
research and marketing interests; the Industrial and Commercial Bank undertakes
monetary and credit businesses and provides financial, monetary and banking
services for customers at home and abroad.
The Industrial and Commercial Bank was
established under Decree No.402-CT of November 13, 1990 of the Chairman of the
Council of Ministers (now the Prime Minister) and was re-established under
Decision No.285/QD-NH5 of September 21, 1996 of the Governor of the State Bank,
as authorized by the Prime Minister, after the State corporation model
stipulated in Decision No.90-TTg of March 7, 1994, aim to enhance the
accumulation, concentration, specialization and business cooperation to fulfill
the tasks assigned by the State and raise business capability and efficiency of
the member units and the entire Bank, thus meeting the demand of the national
economy.
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1. The legal person status under Vietnamese law
2. Its international transaction name as the
Industrial and Commercial Bank of Vietnam, or called VIETINCOMBANK or written
as ICBV for short
Its head office located in Hanoi city.
3. Its own organizational and operational
statute, managerial and executive apparatus;
4. Its own capital and assets:
a/ The statutory capital, as determined by the
Government, is 1,100,000,000,000 VND (one thousand and one hundred billion
Vietnam Dong)
b/ The Bank shall take responsibility for its
debts within the limit of its capital and assets under the State ownership and
its management.
5. Its own seal and bank accounts opened at the
State Bank, domestic and foreign banks.
6. Its balance sheets and various centralized
funds as prescribed by law.
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Article 4.- The
Industrial and Commercial Bank shall be managed by the Managing Board and run
by the General Director.
Article 5.- The
Industrial and Commercial Bank shall be subject to the State management by the
State Bank, the ministries, the ministerial-level agencies, the agencies
attached to the Government and the People's Committees of the provinces and
cities directly under the Central Government according to their prescribed
functions; and at the same time to the management by these agencies in their
capacity as the agencies exercising the owner's rights in accordance with the Law
on State Enterprises and other provisions of law.
Article 6.- The
organization of the Communist Party of Vietnam in the Industrial and Commercial
Bank shall operate in accordance with the Constitution and laws of the State of
the Socialist Republic of Vietnam and the regulations of the Communist Party of
Vietnam.
The Trade Union organization and other
socio-political organizations in the Industrial and Commercial Bank shall
operate in accordance with the Constitution, laws and their respective statutes.
Chapter II
RIGHTS AND OBLIGATIONS
OF THE INDUSTRIAL AND COMMERCIAL BANK
SECTION 1.- RIGHTS OF THE
INDUSTRIAL AND COMMERCIAL BANK
Article 7.- The
Industrial and Commercial Bank shall have the rights to:
1. Manage and use capital, land and other resources
assigned to it by the State; the mobilized capital, entrusted financial aid as
well as loans as prescribed by law in order to achieve the objectives and
accomplish the assigned or entrusted tasks.
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3. Transfer, replace, lease, pledge or mortgage
assets under its ownership, except for important assets and equipment which, as
stipulated by the Government, require permission from a competent State agency
on the principle of preserving and developing the capital. With regard to the
land under the management and use of the Industrial and Commercial Bank, the
land legislation shall apply.
Article 8.- The
Industrial and Commercial Bank shall have the right to organize the following
professional operations in accordance with the provisions of law:
1. Capital mobilization:
a/ Receiving savings deposits, demand and time
deposits and payment deposits in Vietnam Dong or foreign currencies from all
Vietnamese and foreign organizations and individuals;
b/ Issuing different kinds of certificate of
deposits, promissory notes, debentures and bonds of the Bank and applying other
forms of capital mobilization.
2. Receiving financial aid and entrusted
investment capital from the Government, the State Bank, international and
national organizations and individuals for economic, social and cultural
development programs.
3. Borrowing capital from the State Bank and
other financial and credit institutions inside and outside the country, and
from other foreign organizations and individuals.
4. Lending:
a/ Providing economic organizations with short-,
medium- or long-term loans in Vietnam Dong and foreign currencies; providing
individuals and households of all economic sectors with short-, medium- or
long-term loans in Vietnam Dong;
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5. Providing financial leasing services
(including the import and re-export of the leased equipment).
6. Making L/C payments, providing credit guaranty
and re-guaranty, bid guaranty and other guaranty and re-guaranty services for
enterprises and financial and credit institutions inside and outside the
country.
7. Conducting monetary and credit business
transaction and providing external banking services.
8. Investing in forms of capital contribution,
joint venture, stock purchase, property purchase and other forms in enterprises
and other financial-credit institutions.
9. Conducting transactions related to the pledge
of movable assets.
10. Trading in gold and silver, precious metals
and gems (including the import-export thereof).
11. Providing payment services for customers.
12. Trading in securities and acting as broker
or agent to issue securities to customers.
13. Keeping, preserving and managing securities,
papers of monetary value and other valuable properties for customers.
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15. Investing in repairing, renovating and
upgrading the pledged and/or mortgaged assets that have been made to the State
ownership and put under the management by the Industrial and Commercial Bank
for use or commercial purpose; investing by itself or entering into joint
venture for investing in the construction of material and technical bases in
direct service of business activities and being allowed to lease the
temporarily unused part of the material and technical bases.
16. Engaged in other business lines and trades
if so approved by a competent State agency.
17. Performing other transactions entrusted by
the State and the State Bank.
Article 9.- The
Industrial and Commercial Bank shall have the right to organize its management
and business as follows:
1. Organizing the managerial apparatus and
business activities in accordance with law, the objectives and tasks assigned
by the State and the State Bank.
2. Renewing technology, facilities and
equipment.
3. Opening transaction offices, branches and
representative offices inside and outside the country in accordance with the
provisions of law.
4. Performing business transactions mentioned in
Article 8 of this Statute; expanding the business scale on the basis of its
capability and the market demand.
5. Selecting markets and uniformly assigning
such markets to its member units.
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7. Within the framework of the regulations of
the State Bank, the Industrial and Commercial Bank is entitled to:
a/ Set specific interest rates for different
kinds of deposits and loans;
b/ Determine the maximum loan that may be amount
lent to a customer;
c/ Determine the rates of commission, fees,
rewards and fines applicable in its business and service activities;
d/ Determine the exchange rates for the trading
in foreign currencies
8. Initiating lawsuits regarding economic and
civil disputes and proposing the institution of criminal cases related to its
activities.
9. Requesting customers who wish to borrow
capital to produce documents and dossiers and supply the information on their
production, business and financial situation so that the Bank can consider and
make loans as well as inspect the use of such loans.
10. Refusing to enter into credit relations and
other business and service relations with customers if the Bank sees that such
relations are contrary to law or bring about no economic efficiency or it is
impossible to recover capital.
11. Developing and applying labor norms and wage
unit price in conformity with the norms and unit prices prescribed by the
State.
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13. Participating in domestic and international
associations appropriate to its business line.
14. Directly signing economic and civil
contracts, contracts for scientific and technical cooperation and training of
banking personnel for purposes of doing business with organizations and
individuals inside and outside the country. Inviting and receiving domestic and
foreign business partners of the Industrial and Commercial Bank; deciding to
send abroad its personnel (including those of its member units) for business,
study, visit or survey tours; the sending of the Chairman of the Managing Board
or the General Director abroad for such purposes must be permitted by the
Governor of the State Bank. The sending abroad of other members of the Managing
Board, the Control Commission and assistants to the Managing Board shall be
decided by the Chairman of the Managing Board. And the sending abroad of the
Deputy General Directors and other officials in the assisting apparatus and
internal inspection body of the Industrial and Commercial Bank shall be decided
by the General Director.
Article 10.- The
Industrial and Commercial Bank shall have the financial management rights to:
1. Enjoy financial autonomy, take the initiative
in business activities, take self-responsibility for its business results,
preserve and develop its capital to ensure the growth of the Bank's business
activities in accordance with law.
2. Use its capital, land and funds to meet
business demands in a timely manner on the principle of capital preservation,
efficiency and compliance with the State Bank's regulations on ensuring safety
in monetary and credit business activities and relevant provisions of law.
3. Borrow capital from the State Bank in
accordance with the regulations issued by the Governor of the State Bank and
mobilize by itself capital for business activities without altering the form of
State ownership over the Industrial and Commercial Bank; issue bonds,
debentures and promissory notes of the Bank in accordance with law; mortgage
the land use right associated with assets under its management to credit
institutions to borrow capital for business activities in accordance with the
provisions of law.
4. Establish, manage and use the centralized
funds in accordance with the provisions of law.
5. Use the remaining profits in accordance with
law.
6. Be entitled to the regimes of capital
subsidies and business profit subsidies or other State's preferential treatment
regimes when performing the tasks assigned by the Government.
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Article 11.- The
Industrial and Commercial Bank shall have the right to refuse and denounce
requests of any organization or individual regarding the provision of resources
not prescribed by law, except for voluntary contributions for humanitarian and
public utility purposes.
SECTION 2.- OBLIGATIONS OF
THE INDUSTRIAL AND COMMERCIAL BANK
Article 12.-
1. The Industrial and
Commercial Bank shall have the obligation to receive and effectively use,
preserve and develop the capital, land and other resources allocated by the
State to achieve the business objectives and fulfill the tasks assigned by the
State.
2. The Industrial and Commercial Bank shall have
the obligation to fulfill its commitments regarding:
a/ The repayment of deposits to depositors;
b/ The debts to be recovered or paid as stated
in the balance sheet of assets of the Industrial and Commercial Bank at the
time of its establishment after the State corporation model;
c/ The repayment of international credits it has
borrowed from the Government or the State Bank and used for its business
activities or for the State-assigned objectives and tasks;
d/ The repayment of credits directly borrowed by
the Bank or by its member units or customers under the Bank's guaranty under
guaranty contracts if such units or customers are not capable of paying the due
debts.
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1. To register its business and conduct business
according to the registered business line; take responsibility to the State for
the results of its activities and before law for its commitments to customers;
keep secret data and the status of operation of its customers, except in case
of a request from the competent State agency as prescribed by law.
2. To draw up the development strategy, five-year
and annual plans according to the tasks assigned by the State and the market
demand.
3. To sign and organize the performance of
economic and civil contracts with its partners.
4. To contribute to meeting the demands of the
monetary market and play the leading role in monetary business activities,
ensure the major objectives in the implementation of the monetary stabilization
policy of the State as assigned by the Governor of the State Bank.
5. To renovate and modernize technology and mode
of management; use revenues from the transfer of properties for re-investment
and renovation of its equipment and technology.
6. To fulfill its obligations toward laborers as
prescribed by the Labor Code, ensuring the laborers' participation in the
management of the Bank.
7. To abide by the State's regulations on the
protection of natural resources, environment, national defense and security.
8. To apply the reporting, statistical and
accounting regimes and the regimes of periodical and extraordinary reports as
required by the State; make extraordinary reports at the request of the owner's
representative; be accountable for the authenticity of these reports.
9. To submit to the inspection of the owner's
representative; abide by the inspection regulations of the State Bank, the
financial agencies and the competent State agencies as prescribed by law.
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1. Strictly observe the regimes and regulations
on the management of capital, properties, funds, the accounting,
cost-and-profit accounting and auditing regimes as well as other regulations of
the State; take responsibility for the authenticity of the Bank's financial
activities.
2. Make public the annual financial statements
and relevant information so as to properly and objectively evaluate its
activities in accordance with the regulations of the Ministry of Finance and
the State Bank.
3. Make tax and other payments to the State
budget as prescribed by law. Properties transferred by the Industrial and
Commercial Bank among its member units in the form of capital increase or
decrease shall not be subject to registration fee; the internal transfer
services among the member units to meet the demands of capital supply and
business shall not be subject to turnover tax.
Chapter III
THE MANAGING BOARD AND
THE CONTROL COMMISSION
Article 15. -
1. The Managing Board of
the Industrial and Commercial Bank shall perform the function of managing the
activities of the Bank and shall take responsibility for the Bank's development
according to the tasks assigned by the State.
2. The Managing Board shall have the powers and
tasks of:
a/ Receiving capital (including debts regarded
as capital), land and other resources allocated by the State to the Industrial
and Commercial Bank;
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b/ Inspecting and supervising all the Bank's
activities, including the use, preservation and development of the assigned
capital and resources, the implementation of resolutions and decisions of the
Managing Board and the provisions of law and the fulfillment of obligations
toward the State;
c/ Adopting the General Director's proposal
before submitting it to the Governor of the State Bank for approval regarding
the strategy, overall planning, long-term development plans and five-year plans
of the Industrial and Commercial bank; deciding the objectives and annual plans
of the Bank and report them to the Governor of the State Bank so that the
latter assigns them to the Bank's member units;
d/ Approving the orientations and plan submitted
by the General Director on the capital mobilization and use as well as the
criteria for ensuring capital security within the Industrial and Commercial
Bank
e/ Organizing the evaluation of the investment
plan, new investment projects and cooperation investment projects with foreign
parties which involve the capital under the management of the Industrial and
Commercial Bank and submitting them to the competent agency for approval;
f/ Submitting to the Governor of the State Bank
for approval or deciding, as empowered by the Governor of the State Bank, joint
venture projects and stock purchase as stipulated by the Government and the
State Bank; deciding other economic contracts of great value;
g/ Approving and supervising the application of
interest rates, commission rates, service charges, rewards and fines set for
customers for each period of the Bank's business operation, as well as the
economic-technical norms and criteria and wage unit prices applicable within
the Bank at the proposal of the General Director on the basis of the general
regulations of the banking branch and the State;
h/ Elaborating and submitting to the Governor of
the State Bank for ratification the Statute on the Organization and Operation
of the Industrial and Commercial Bank and the amendments and supplements
thereto;
i/ Ratifying the organizational and operational
statutes and regulations of the Bank's member units and the amendments and
supplements thereto at the request of the General Director. Deciding the
opening of the Bank's transaction offices, branches and representative offices
in the country and abroad in accordance with the provisions of law. Approving
the plan on the organization of the Bank's business management apparatus which
is submitted by the General Director. Proposing the establishment, splitting,
merger or dissolution of the Bank's member units as prescribed by law;
j/ Adopting draft documents guiding in detail
the implementation of policies, regimes and regulations of the State and the
State Bank regarding the banking activities as well as draft statutes,
regulations, technical professional and managerial measures in the Bank's
business activities before the General Director sign them for issuance;
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l/ Approving the criteria and plan for the
training of directors and deputy directors of the member units and heads of
various sections at the head office of the Industrial and Commercial Bank,
regulations regarding financial matters, labor, training, recruitment, wages,
rewards and disciplines to be applied in the Industrial and Commercial Bank;
m/ Submitting to the Governor of the State Bank:
+ The appointment, dismissal, commendation,
discipline or replacement of members of the Managing Board as stipulated by the
Government;
+ The approval of the Head of the Control
Commission;
+ The appointment, dismissal, commendation or
discipline of Deputy General Directors and the chief accountant of the
Industrial and Commercial Bank;
n/ Deciding the appointment, dismissal,
commendation or discipline of other members of the Control Commission;
Deciding the appointment, dismissal,
commendation or discipline of the directors of the member units, the head of
the internal inspection bureau as well as the officials directly managing the
Bank's contributed capital at other enterprises at the request of the General
Director;
o/ Deciding the banks' total payroll for its
managerial, executive and business apparatus and adjusting it, when necessary,
at the request of the General Director.
p/ Approving the plan proposed by the General
Director regarding the establishment and use of the Bank's centralized funds in
accordance with current regulations;
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r/ Adopting the quarterly, biannual and annual
reports on the Bank's activities, the general financial statements (including
the balance sheet) and the annual statements of final accounts of the
Industrial and Commercial Bank and its member units submitted by the General Director;
requesting the General Director to make public the annual financial statements
as prescribed by law
s/ Adopting issues regarding legal proceedings
and disputes related to the Bank at the request of the General Director.
Requesting the State Bank to submit to the Government for approval the proposal
to place the Industrial and Commercial Bank in the state of being preserved;
t/ Issuing the regulations on the protection of
business secrets, internal economic information and protection of State secrets
as prescribed by law, which shall be submitted by the General Director for
uniform application in the whole Industrial and Commercial Bank;
u/ Deciding policies and principles on
scientific and technical cooperation and training of the Industrial and Commercial
Bank's personnel inside and outside the country;
v/ Presenting explanations on its conclusions
and being entitled to make complaints regarding the settlement decisions of the
Inspectorate of the State Bank concerning the inspection and supervision of the
Industrial and Commercial Bank;
w/ Approving and deciding other issues submitted
by the General Director, according to its competence.
Article 16.-
1. The Managing Board
shall be composed of 5 or 7 members appointed or dismissed by the Governor of
the State Bank. The criteria for the membership of the Managing Board are
specified in Article 32 of the Law on State Enterprises.
2. The Managing Board shall comprise some
full-time members including the Chairman, a member who is concurrently the
General Director, a member who is concurrently the head of the Control
Commission, and a number of part-time members who are experienced experts in
the banking, financial, business administration and legal areas.
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4. A term of office of a Managing Board member
shall be five years. A Managing Board member may be re-appointed. He/she shall
be dismissed or replaced in case of :
a/ Violating law or the Statute of the
Industrial and Commercial Bank;
b/ Being incapable of fulfilling the assigned
work and at the request of at least two thirds of the incumbent Managing Board
members;
c/ Asking for resignation for plausible reasons;
d/ Being transferred or appointed to another
working post
5. The Chairman of the Managing Board shall take
responsibility for organizing the performance of the tasks and exercising
powers of the Managing Board as defined in Clause 2, Article 15 of this
Statute.
Article 17.- Working
regime of the Managing Board:
1. The Managing Board shall work according to
the collective regime and meet once a month to consider and decide issues that
fall under its competence and responsibilities. In case of necessity, at the
request of the Chairman of the Managing Board, the Head of the Control
Commission or the General Director or more than 50% of the Managing Board
members, the Managing Board may convene extraordinary meetings to deal with
urgent issues of the Industrial and Commercial Bank.
2. The Chairman of the Managing Board shall
convene and chair all the Managing Board's meetings; in case he/she is absent
for plausible reasons, he/she shall authorize another member of the Managing
Board to convene and chair the meetings.
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4. When the Managing Board meets to consider
issues related to the development strategy, overall planning, five-year and
annual plans, large investment projects, joint venture projects with foreign
parties, annual financial statements and issuance of the system of economic and
technical norms and standards, etc., of the Industrial and Commercial Bank, it
shall have to invite competent representatives of the concerned ministries and
branches to the meeting; if there is an important content related to the local
administration, it shall have to invite representatives of the provincial
People's Committee; if there is a content related to the interests and
obligations of the employees in the Bank, it shall have to invite
representatives of the Trade Union organization of the banking branch. The
invited representatives shall have the right to speak their opinions but shall
not participate in voting; if discovering that a resolution or decision of the
Managing Board is harmful to common interests, they shall be entitled to send a
written petition thereon to the Managing Board and at the same time report to
the heads of the agencies that they represent for consideration and settlement
according to their competence. In case of necessity, the heads of such agencies
shall report to the Prime Minister.
5. Resolutions and decisions of the Managing
Board shall be binding on the whole Industrial and Commercial Bank. In case
where the General Director's opinion differs from the resolutions and/or
decisions of the Managing Board, the General Director shall be entitled to
reserve such opinion and request a competent State agency to handle it; pending
a decision of the competent State agency, the General Director shall still have
to abide by the resolutions and/or decisions of the Managing Board.
At the request of the Managing Board, the
General Director of the Industrial and Commercial Bank and the Directors of the
member units shall have to provide fully and promptly necessary information
related to all activities of the Bank. In case of necessity, the Managing Board
may examine all accounting records, transaction documents and mails of the Bank
and member units, which, however, must not affect the Bank's business
activities.
The members of the Managing Board shall have to
keep secret all information supplied to them.
6. Costs for the operation of the Managing Board
and the Control Commission, including wages and allowances for their members
and assisting experts shall be accounted into the managerial expenses of the
Industrial and Commercial Bank. The General Director shall ensure all necessary
working conditions and facilities for the Managing Board and the Control
Commission.
Article 18.- Assisting
apparatus of the Managing Board:
1. The Managing Board shall use the executive
apparatus and seal of the Industrial and Commercial Bank for the performance of
its tasks.
2. The Managing Board shall be assisted by a
secretariat composed of not more than 5 experts working on a full-time basis.
It shall decide the selection, replacement, commendation and discipline of the
assisting experts.
3. The Managing Board shall set up the Control
Commission to assist it in inspecting and supervising the General Director, the
assisting apparatus and the member units of the Industrial and Commercial Bank
in their executive and financial activities as well as in their observance of
the Statute of the Industrial and Commercial Bank, resolutions and decisions of
its Managing Board, the observance of the State laws.
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1. The full-time members shall receive basic
wages according the wage scale set for State employees and according to the
wage distribution regime applied to State enterprises as stipulated by the
Government. They shall also be entitled to monetary rewards corresponding to
the business results of the Industrial and Commercial Bank. The part-time
members shall be entitled to responsibility allowances and monetary rewards
according to the regulations of the Government.
2. Managing Board members must not:
a/ Place themselves in a position that restricts
their honesty, public-mindedness and impartiality or causes conflicts between
the Bank's interests and personal interests.
b/ Abuse their powers to seek personal profits
or misappropriate business opportunities of the Bank, thus damaging its
interests.
c/ Take actions beyond the competence of the
Managing Board stipulated in this Statute.
3. A member who is the Chairman of the Managing
Board or the General Director of the Industrial and Commercial Bank shall not
be allowed to use his/her title to set up private enterprises, limited
liability companies (including joint venture enterprises) or stock companies,
to hold managerial or executive posts in the above-said enterprises; or to set
up economic contractual relations with the private enterprises, limited
liability and stock companies where their spouses, parents or children hold
managerial or executive posts.
4. The spouses, parents, children and siblings
of the Chairman of the Managing Board or the General Director of the Industrial
and Commercial Bank must not be concurrently the chief accountant or cashier at
the Bank or member units.
5. Managing Board members shall take joint
responsibility to the Governor of the State Bank and before law for the
resolutions and decisions of the Managing Board; if they fail to fulfill the
assigned tasks, violate the Statute of the Industrial and Commercial Bank, make
wrong decisions or decisions ultra vires or abuse their powers, causing damage
to the Bank and the State, they shall bear responsibility therefor and make
material compensation for such damage caused by themselves in accordance with
the provisions of law.
Article 20.- The
Control Commission:
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2. Control Commission members must not be
spouses, parents, children or siblings of the General Director, the Deputy
General Directors or the chief accountant of the Industrial and Commercial Bank
and must not concurrently hold any other posts in the executive apparatus of
the Bank or any post at other credit organizations.
3. A Control Commission member must have the
following qualifications;
a/ Being an experienced expert in banking,
accounting, auditing, economic and/or financial area, knowledgeable about legal
matters;
b/ Having been working in one of the above-said
areas for at least 5 years;
c/ Having no criminal records of economic
offenses;
d/ Being a virtuous, honest and independent
person in his/her work.
4. A term of office of a Control Commission
member is 5 years. A Control Commission member may be re-appointed or replaced
during his/her term if he/she fails to fulfill the assigned tasks.
5. Control Commission members shall enjoy wages and
monetary rewards as decided by the Managing Board in accordance with the State
regulations.
6. The Control Commission shall operate
according to the Regulation on its Organization and Operation issued by the
Managing Board.
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1. To perform the tasks assigned by the Managing
Board regarding the inspection and supervision of the General Director and the
assisting apparatus in executive activities and member units of the Industrial
and Commercial Bank in their financial activities, observance of laws, the
Bank's Statute and resolutions, decisions of the Managing Board.
2. To submit quarterly and annual reports and
irregular reports on specific cases to the Managing Board regarding its inspection
and supervision results; detect in time and immediately report to the Managing
Board activities showing indications of law breaking within the Industrial and
Commercial Bank.
3. To participate and express opinions in
meetings of the Managing Board.
4. Not to disclose inspection and supervision
results without permission of the Managing Board; take responsibility to the
Managing Board and before law for intentionally ignoring or covering up
violations of law.
Chapter IV
THE GENERAL DIRECTOR AND
THE ASSISTING APPARATUS
Article 22.-
1. The General Director
of the Industrial and Commercial Bank shall be appointed, dismissed, commended
or disciplined by the Governor of the State Bank at the proposal of the
Managing Board. He/she shall be the Bank's representative of law and shall take
responsibility to the Managing Board, the Governor of the State Bank and before
law for running the Bank's activities. He/she shall have the highest executive
power in the Industrial and Commercial Bank.
2. The General Director shall be assisted by a
number of Deputy General Directors who shall run one or a number of fields of
activities of the Bank under the assignment of the General Director and take
responsibility to the General Director and before law for their assigned tasks.
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4. The Office and specialized and professional
sections at departments at the head office of the Industrial and Commercial
bank shall have the function of advising and assisting the Managing Board and
the General Director in the managerial and executive work.
5. The internal inspection apparatus shall
assist the General Director in inspecting business activities of the Industrial
and Commercial Bank and member units in accordance with the provisions of law
and internal regulations of the Bank.
Article 23.- The
General Director shall have the following tasks and powers:
1. Together with the Chairman of the Managing
Board to sign the receipt of capital, land and other resources allocated by the
State to the Bank for management and use in conformity with the objectives and
tasks assigned by the State. To allocate the State-assigned capital and
resources to the member units according to the plan already approved by the
Managing Board. To propose to the Managing Board the plan on the necessary
adjustment of capital and other resources when re-assigning such resources to
the member units and make adjustments thereto when the tasks of the member
units are changed in the form of capital increase or decrease.
2. To effectively use, preserve and develop
capital according to the plan already approved by the Managing Board. To
elaborate the plan for capital mobilization and submit it to the Managing Board
for approval and organization of ifs implementation.
3. To draw up the development strategy,
long-term and annual plans, programs of action, new and in-depth investment
plans and projects, investment cooperation projects involving foreign partners,
joint venture schemes and schemes for coordinating business activities among
the member units, plans for the construction of technical and material base,
the training and re-training of the Bank's personnel as well as measures for
performance of economic contracts of great value and submit them to the
Managing Board for consideration and decision or for further submission to the
State Bank and competent State agencies for decision. To organize the
implementation of the approved plans, programs, projects and measures.
4. To run business activities of the Industrial
and Commercial Bank; to take responsibility for the results of its business
activities; to fulfill tasks and major objectives related to the
materialization of the State policies on monetary stabilization as assigned by
the Governor of the State Bank to the Industrial and Commercial Bank; to take
responsibility to the Managing Board, the Governor of the State Bank and before
law for the fulfillment of the above objectives and tasks in compliance with
the State regulations
5. To set and submit to the Managing Board for
approval different interest rates, commission rates, fees, rewards and fines
related to the Bank's business activities and services in each period of time
applicable to its customers, as well as the economic-technical norms,
standards, wage unit price and service charges in conformity with the general
regulations of the banking branch and the State. To organize and inspect the
implementation of these norms, criteria and unit price in the whole Industrial
and Commercial Bank.
6. To elaborate and submit to the Managing Board
for passage draft documents guiding in detail the implementation of the State
policies, regimes and rules regarding banking activities, draft rules and
regulations, professional, technical and managerial norms in business
activities of the Bank so that they are signed for issuance.
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To propose the Managing Board for decision the
appointment, dismissal, commendation or discipline of Directors of the member
units, the head of the internal inspection bureau and the officials directly
managing the contributed capital of the Industrial and Commercial Bank at other
enterprises.
8. To appoint, dismiss, transfer, commend or
discipline deputy directors and the chief accountants of the member units,
directors of the units attached to the member units and other equivalent posts
at the proposal of the directors of the member units.
To appoint, dismiss, commend or discipline the
heads and deputy heads of the specialized sections and departments, the head
and deputy head(s) of the Bank's Office, the chief inspector and inspectors of
the Industrial and Commercial Bank and the chief representatives of the Bank's
overseas representative offices.
9. To draw up and submit to the Managing Board
for approval the total payroll of the managerial and business apparatus of the
Industrial and Commercial Bank, including adjustments plans in cases where the
organization and the managerial and business payroll of the Bank and member
units undergo any change; to establish and personally direct the assisting
apparatus, inspect the execution of decisions on the managerial and business
payroll by the member units; submit to the Managing Board for approval the
organizational and operational statutes and regulations of the member units
elaborated by their Directors; to decide the plans on the establishment,
re-organization and dissolution of the units attached to the member units
submitted by the Directors of the member units.
10. To work out and submit to the Managing Board
for approval the regulations on the functions, tasks and working regime of the
internal inspection apparatus of the Bank.
11. To draw up and submit to the Managing Board
for approval other documents which the Managing Board is competent to decide as
stated in Clause 2, Article 15 of this Statute.
12. To organize and run the activities of the
Industrial and Commercial Bank according to the resolutions and decisions of
the Managing Board; to submit to the Managing Board for approval the reports on
the results of business activities of the Industrial and Commercial Bank,
including: the quarterly, biannual and annual reports, general financial
statements (including the balance sheet) and annual statements of final
accounts of the Industrial and Commercial Bank and its member units.
13. To send reports to the Managing Board, the
State Bank and competent agencies on the results of business activities of the
whole Industrial and Commercial Bank, including quarterly, biannual and annual
reports, general financial statements (including the property balance sheet and
annual statements of final accounts of the whole Industrial and Commercial
bank).
The general financial statements must reflect
clearly and separately the centralized cost-and profit accounting of the Bank
and the cost-and-profit accounting of the independent cost-and-profit
accounting member units. These statements must be certified by an auditing
agency approved by the competent State agency in accordance with current
regulations.
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15. To represent the Industrial and Commercial
Bank in international relations, legal proceedings, disputes, dissolution and
bankruptcy.
16. To fulfill the Bank's tax payment obligation
and inspect the payment of taxes and other remittances by its member units as
prescribed by law. To draw up the plan for distribution of the Bank's
after-tax-profit then submit it to the Managing Board for approval in
accordance with the State regulations.
17. To provide all documents requested by the
Managing Board and the Control Commission. To prepare documents for the
Managing Board meetings.
18. To submit to the inspection and supervision
by the Managing Board, the Control Commission, the State Bank and competent
State agencies over the performance of his/her executive duties.
19. To be entitled to apply measures beyond
his/her competence in emergency cases (such as natural disasters, enemy
sabotage, fires, incidents), and take responsibility for such decisions; then
have to report them immediately to the Managing Board, the State Bank and the
competent State agencies for further settlement.
Article 24.- The
internal inspection apparatus
1. The internal inspection apparatus is composed
of the head and deputy heads of the internal inspection bureau, the chief
inspector and inspectors. The head of the internal inspection bureau shall run
the internal inspection apparatus. The inspectors working at the head office of
the Industrial and Commercial Bank shall be under the control of the head of
the internal inspection bureau; the inspectors working at the member units
shall be under the control of the chief inspector. The regulations on the
organization and operation of the internal inspection apparatus shall be
submitted by the General Director to the Managing Board for ratification.
2. The head and deputy heads of the internal
inspection bureau, the chief inspector and inspectors must be possessed of all
qualifications defined in Items 2 and 3, Article 18 of this Statute.
3. The head of the internal inspection bureau
shall be appointed or dismissed by the Managing Board at the proposal of the
General Director. The deputy heads of the internal inspection bureau, the chief
inspector and inspectors shall be appointed or dismissed by the General
Director.
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a/ To inspect the managerial and executive work
of the Industrial and Commercial Bank and its member units in accordance with
the provisions of law and the Bank's Statute;
b/ To conduct inspection for the purpose of
ensuring the procedure for carrying out professional business activities
prescribed by the legislation on banking activities and the internal
regulations of the Industrial and Commercial Bank;
c/ To supervise the strict observance of the
regulations of the State Bank on ensuring safety for monetary and credit
business activities of the Industrial and Commercial Bank and its member units;
d/ To assess the extent of safety assurance in
banking business activities and propose measures to enhance the safety
assurance capability in business activities of the Bank and its member units;
e/ To perform the internal auditing function of
the Industrial and Commercial Bank;
f/ To report to the General Director and the
head of the Control Commission the inspection and auditing results, make its
recommendations on the operation situation of the Industrial and Commercial
Bank;
g/ To consider and settle, within the scope of
its functions and powers, or submit to the General Director for settlement the
complaints related to business activities of the Industrial and Commercial
Bank;
h/ Not to disclose the inspection and auditing
results without the permission of the General Director or the head of the
Control Commission; to take responsibility to the General Director and the
Managing Board for the inspection and auditing results;
i/ Within the scope of his/her prescribed
functions, the head of the internal inspection bureau shall be entitled to attend
meetings convened by the General Director of the Industrial and Commercial
Bank.
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THE COLLECTIVE OF
LABORERS IN THE INDUSTRIAL AND COMMERCIAL BANK
Article 25.- The
Congress of the Delegates of Workers and Employees of the Industrial and Commercial
Bank is the direct form of the laborers' participating the management of the
Bank. The Congress of the Delegates of Workers and Employees shall have the
following rights:
1. To participate in the discussion and
elaboration of the collective labor agreement before it is negotiated and
signed by the representative of the labor collective and the General Director;
2. To discuss and adopt the regulations on the
utilization of the funds directly related to the interests of the laborers in the
Industrial and Commercial Bank;
3. To discuss and contribute comments on the
overall planning and plans, to evaluate the efficiency of business management,
to propose measures for labor protection and improvement of the working
conditions, the material and spiritual life, the environmental hygiene and the
training and re-training of laborers of the Industrial and Commercial Bank;
4. To recommend candidates to the Managing Board
and the Control Commission.
Article 26.- The
Congress of Delegates of Workers and Employees is organized and operates under
the guidance of the Vietnam General Confederation of Labor.
Chapter VI
MEMBER UNITS OF THE
INDUSTRIAL AND COMMERCIAL BANK
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1. The Industrial and
Commercial Bank has its member units which are independent cost-and-profit
accounting State enterprises, dependent cost-and-profit accounting units or
non-business units. The list of the member units is provided for in the
Appendix attached to this Statute.
2. The member units of the Industrial and Commercial
Bank have their own seals, are allowed to open their accounts at different
banks in conformity with their cost-and-profit accounting modes.
3. Member units which are independent
cost-and-profit accounting enterprises shall have their own organizational and
operational statute; dependent cost-and-profit accounting units and
non-business units shall have their own organizational and operational
regulations. Such statutes and regulations must be ratified by the Managing
Board and in accordance with law and the Statute of the Industrial and
Commercial Bank;
Article 28.- Member
units which are independent cost-and-profit accounting enterprises:
1. Independent cost-and-profit accounting State
enterprises which are member units of the Industrial and Commercial Bank have
the right to business and financial autonomy, are bound in interests and duties
to the Bank as provided for in this Statute.
2. The Managing Board and the General Director
of the Industrial and Commercial Bank shall have the following rights toward
the member units which are independent cost-and-profit accounting enterprises:
a/ To authorize the directors of the member
enterprises of the Industrial and Commercial Bank to manage and run the
operations of the enterprises in conformity with their statutes already
ratified by the Managing Board. The directors of the member units which are
independent cost-and-profit accounting enterprise shall take responsibility to
the Managing Board, the General Director of the Industrial and Commercial Bank
and before law for the operations their enterprises;
b/ To appoint, dismiss, commend or discipline
the directors, deputy directors and chief accountants;
c/ To ratify the plans, to inspect the
implementation of the plans and financial settlements; define the deduction
level for setting up the reward and welfare funds at the enterprises according
to the regulations of the Ministry of Finance and the financial regulations of
the Industrial and Commercial Bank;
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e/ To approve the schemes and plans for expanded
investment and in-depth investment, for cooperation and joint venture,
supplement or retrieval of part of the capital or for the assignment of stocks
which are managed by the Bank but possessed by its member enterprises;
f/ To regulate financial sources, including
foreign currencies, among different member units so as to achieve the most
effective use of capital in the Industrial and Commercial Bank on the principle
of ensuring that the total properties of an enterprise, having part of its
capital withdrawn must not be lower than the total debts plus the allocated
State budget capital and other capital sources deemed to belong to the
enterprise already adjusted in proportion to the tasks or size of such
enterprise;
g/ To approve the forms of wage payment, the
wage unit price and measures for ensuring the life and working conditions for
the workers and employees of the enterprises;
h/ To decide the expansion or shrinkage of
business scope of the member enterprise according to the general development
strategy of the Industrial and Commercial Bank;
i/ To ratify the organizational and operational
statutes of the enterprises, including the assignment of power to their Directors
concerning the organization of the managerial apparatus of the enterprises; the
recruitment, commendation, promotion and discipline of workers and employees;
the limit of credit (borrowings and lendings); the purchase and sale of their
fixed assets or stocks of stock companies, and entering into joint ventures in
accordance with the provisions of the Law on State Enterprises and the
regulations of the State Bank on ensuring safety for monetary and credit
activities; the purchase and sale of copyrights, patents, inventions,
technology transfer, to participate in economic associations; and other issues
related to the autonomy of a State enterprise as a member of the Industrial and
Commercial Bank as prescribed in the Law on State Enterprises;
j/ To inspect the operations of the member
enterprises and request them to report on the financial situation and business
results.
Article 29.- The member
units of the Industrial and Commercial Bank which are independent
cost-and-profit accounting enterprises shall be entitled to take initiative in
conducting their business activities and be liable for their debts and
commitments within the limit of the amount of capital and assets owned by the
State but managed and used by themselves. Specifically:
1. In the development investment strategy:
a/ Each enterprise is assigned to organize the
implementation of development investment projects according to the plan of the
Industrial and Commercial Bank. The enterprise shall be allocated capital and
resources by the Bank for such implementation.
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2. In business activities, each enterprise shall
draw up and organize the implementation of its own plans on the basis of:
a/ Ensuring that their objectives, criteria and major
economic-technical norms (including the unit price and prices) comply with the
overall plan of the Industrial and Commercial Bank.
b/ The plan for business expansion based on
making optimum use of all resources owned or mobilized by the enterprise according
to the market demands.
3. In financial activities and economic
cost-and-profit accounting:
a/ Each enterprise shall receive capital and
other resources from the State allocated by the Industrial and Commercial Bank.
It shall have to preserve and develop such capital and resources;
b/ Each enterprise may mobilize capital and
other credit sources in accordance with the provisions of law for the
implementation of its own business and development investment plans;
c/ Each enterprise may set up and use such funds
as development investment fund, financial reserve fund, severance allowance
reserve fund, reward fund, welfare fund and other funds in accordance with the
regulations of the Ministry of Finance and current provisions of law. It shall
be obliged to make deductions and contribute them to the centralized funds of
the Industrial and Commercial Bank and be entitled to use such centralized
funds as prescribed in the Statute and financial regulations of the Bank and by
decisions of the Managing Board;
d/ Each enterprise shall have to pay taxes and
fulfill other financial obligations as prescribed by law;
e/ The enterprise may be authorized by the
Industrial and Commercial Bank to perform contracts with domestic and foreign
customers in the name of the Bank.
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a/ Each enterprise is entitled to request the
General Director of the Industrial and Commercial Bank to consider and decide
the establishment, re-organization or dissolution of its attached units and the
organization of its managerial apparatus in accordance with the Bank's Statute
and its own statute;
b/ Within the framework of the official payroll
permitted by the Industrial and Commercial Bank, each enterprise is entitled to
recruit, employ or lay off workers and employees in its managerial and business
apparatus. The appointment to or dismissal from the managerial posts in the
enterprise and its attached units as well as the arrangement and application of
the wage system must comply with the assignment of power of the Industrial and
Commercial Bank;
c/ Each enterprise shall have to care for the
human resource development as well as to ensure the materialization of the
development strategy and the performance of business tasks of the enterprise,
care for the improvement of the working and living conditions of the laborers
as prescribed in the Labor Code and the Law on Trade Union.
Article 30.- Member
units which are dependent cost-and-profit accounting units:
1. Dependent cost-and-profit accounting member
units include transaction offices and branches attached to the Industrial and
Commercial Bank, which are located in the areas necessary for the Bank's
business activities.
2. They act as representatives authorized by the
Industrial and Commercial Bank and have the right to business autonomy as
assigned by the Bank, are bound in obligations and interests to the Bank which
shall take final responsibility for financial obligations derived from the
commitments of such units.
3. They are entitled to sign economic contracts
and take initiative in conducting business, organizational and personnel
activities as assigned or authorized by the Bank.
4. They have their attached units, including
branches attached to the dependent cost-and-profit accounting member units,
transaction offices, shops and savings-funds located in the areas appropriate
for the Bank's activities. Such units are allowed to have their own seals in
service of the authorized business activities.
5. The organization of the business apparatus,
the functions, tasks, powers and obligations of the dependent cost-and-profit
accounting units and their attached units shall be specified in the
organizational and operational regulations of the dependent cost-and-profit
accounting units ratified by the Managing Board.
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The non-business member units have their own
organizational and operational regulations ratified by the Managing Board,
apply the regime of covering expenditures with revenues, are entitled to create
their own sources of revenues from the provision of services, performance of
contracts on scientific research and training for Vietnamese and foreign units
and are entitled to enjoy the reward fund and the welfare fund according to the
prescribed regime. In case the funds are lower than the average level of the
Industrial and Commercial Bank, they may receive support from the reward and
welfare funds of the Bank.
Chapter VII
MANAGEMENT OF THE
CONTRIBUTED CAPITAL OF THE INDUSTRIAL AND COMMERCIAL BANK AND ITS MEMBER
ENTERPRISES AT OTHER ENTERPRISES
SECTION 1.- MANAGEMENT OF THE
CAPITAL CONTRIBUTED BY THE INDUSTRIAL AND COMMERCIAL BANK TO OTHER ENTERPRISES
Article 32.- With
regard to the capital contributed by the Industrial and Commercial Bank to
other enterprises, the Managing Board of the Bank shall have the following
rights and obligations:
1. To adopt the plans for capital contribution,
joint venture or stock purchase, worked out by the General Director to be
submitted to the competent State agency for decision.
2. To decide the appointment, dismissal,
commendation or discipline, at the proposal of the General Director, of the
persons directly managing the capital contributed by the Industrial and
Commercial Bank to enterprises.
3. To supervise and inspect the use of capital
contributed by the Bank to other enterprises, take responsibility for the
efficient utilization, preservation and development of the contributed capital
and the collection of profits therefrom.
Article 33.- Rights and
obligations of the persons directly managing the capital contributed by the
Industrial and Commercial Bank to other enterprises:
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2. To monitor and supervise the operations of
these enterprises.
3. To observe the reporting regime as prescribed
and take responsibility to the Managing Board of the Industrial and Commercial
Bank for the efficiency of the utilization of the capital contributed by the
Bank to such enterprises.
SECTION 2.- MANAGEMENT OF THE
CONTRIBUTED CAPITAL OF INDEPENDENT COST-AND-PROFIT ACCOUNTING MEMBER
ENTERPRISES AT OTHER ENTERPRISES
Article 34.-
Independent cost-and-profit accounting member enterprises may contribute
capital to other enterprises as assigned by the Industrial and Commercial Bank.
In the management of the capital contributed by a member enterprise to other
enterprises, the Director of such enterprise shall have the following rights
and obligations:
1. To work out the plans on capital
contribution, joint venture or stock purchase and submit them to the General
Director who then request the Managing Board of the Bank to submit them to the
Governor of the State Bank for decision.
2. To appoint, dismiss, commend or discipline
the persons directly managing the capital contributed by the enterprise to
other enterprises.
3. To supervise, inspect the use of the capital
contributed by the enterprise, take responsibility for the efficient
utilization, preservation and development of the contributed capital, and
collect profits from the capital contributed by the enterprise to other
enterprises.
Article 35.- Rights and
obligations of the persons directly managing the capital contributed by member
enterprises to other enterprises:
1. To hold managerial or executive posts at the
enterprises with capital contributed by their enterprises in accordance to
their statutes.
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3. To observe the reporting regime defined by
the Director; and take responsibility to the Managing Board, the General
Director of the Industrial and Commercial Bank and the directors of the member
enterprises for the efficiency of the utilization of the capital contributed by
their enterprise to the enterprises where they are assigned to manage and
control the contributed capital.
SECTION 3.- JOINT VENTURE
UNITS
Article 36.- The joint
venture units which the Industrial and Commercial Bank or its member
enterprises take part in, shall be managed, run and operate under the Law on
Foreign Investment, the banking legislation and relevant laws of Vietnam. The
Industrial and Commercial Bank or its member enterprises shall exercise all
rights, fulfill obligations and responsibilities towards these joint ventures
regarding financial activities as prescribed by law and according to the signed
contracts.
Chapter VIII
FINANCE OF THE
INDUSTRIAL AND COMMERCIAL BANK
Article 37.- The
Industrial and Commercial Bank is an independent cost-and-profit accounting
unit that applies the general cost-and-profit accounting and enjoys financial
autonomy in business activities in accordance with the Law on State
Enterprises, the banking legislation, other provisions of law and the Statute
of the Industrial and Commercial Bank.
Article 38.-
1. The statutory capital
of the Industrial and Commercial Bank is composed of:
a/ The capital assigned by the State at the time
of the establishment of the Bank;
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c/ "The supplementary reserve fund for the
statutory capital", which is deducted as prescribed by law;
d/ Other capital sources as prescribed by law.
2. The Industrial and Commercial Bank is not
allowed to use its statutory capital for purposes in contravention of the
provisions of law.
3. In case of an increase or decrease of its
statutory capital, the Industrial and Commercial Bank must promptly adjust the
property balance sheet accordingly and announce the adjusted statutory capital.
Article 39.- The
mobilized capital of the Industrial and Commercial Bank
1. The Industrial and Commercial Bank shall use
and have to repay as scheduled the capital, both principal and interest,
mobilized from its customers.
2. The mobilized capital of the Industrial and
Commercial Bank shall include various kinds of capital mobilized in the forms
mentioned in Clause 1, Article 8 of this Statute.
3. The mobilized capital shall be used only for
activities prescribed by law.
4. The Industrial and Commercial Bank shall have
to abide by the prescribed mobilization limits and the rates for ensuring safety
in monetary and credit business activities as prescribed by law.
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With regard to its borrowed capital (from the
State Bank, foreign banks, credit organizations, foreign organizations and
individuals), the Industrial and Commercial Bank shall have to use it for the
right purposes and with economic efficiency, thus bringing about profits and
ensuring the repayment of both principal and interests.
Article 41- Capital
received by the Industrial and Commercial Bank (financial support capital,
development investment capital and entrusted investment capital) shall be lent
to the State programs and projects on centralized capital construction or used
for support of investment in the development of specific-purpose programs and
projects.
Article 42.- Other
kinds of capital of the Industrial and Commercial Bank that are generated
during the process of its professional activities shall be used in accordance
with the provisions of law.
Article 43.-
1. The Industrial and
Commercial Bank may set up and use the centralized funds to ensure high
efficiency for the development process of the whole Bank.
2. The making of deductions for setting up and
use of the centralized funds of the Industrial and Commercial Bank shall comply
with the provisions of the Bank's Statute and financial regulations as well as
relevant provisions of law. These funds include:
a/ The development investment fund;
b/ The fund for scientific research and
full-time training;
c/ The financial reserve fund;
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e/ The reward and welfare funds;
f/ Other funds (as prescribed by law).
Article 44.- Financial
autonomy of the Industrial and Commercial Bank:
1. The Industrial and Commercial Bank operates
on the principle of financial autonomy, self-balancing of its revenues and
expenditures and is responsible for preserving and developing business capital
sources, including capital contributed to other enterprises.
2. The Industrial and Commercial Bank shall be
liable for paying the debts recorded in its property balance sheet and
fulfilling other financial commitments, if any.
3. The Industrial and Commercial Bank shall
inspect and supervise financial activities within the whole Bank.
4. The Industrial and Commercial Bank shall
conduct the cost-and-profit accounting and accountancy according to the system
of accounting accounts defined by the State Bank after consulting the Ministry
of Finance.
5. The Industrial and Commercial Bank shall have
to work out, submit and register its financial plans and dispatch its financial
statements and property balance sheet in accordance with current provisions of
law.
6. The Industrial and Commercial Bank shall have
to pay taxes and other remittances in accordance with the provisions of law and
its financial regulations, except for the taxes already paid by its member
units. It is entitled to use the profits after fulfilling its tax obligations
toward the State as currently prescribed by law.
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8. The profits earned by the Industrial and
Commercial Bank or its member units from the capital contributed to other
enterprises shall be exempt from profit tax provided that these enterprises
have paid the profit tax before apportioning dividends to the capital
contributors.
9. The financial operations of the member units
and the relations in financial operations between the Industrial and Commercial
Bank and its member units shall comply with the Bank's Statute and financial
regulations.
10. The material responsibility of the
Industrial and Commercial Bank in its business and civil relations is limited
to the total amount of capital owned by the State and managed by the Bank at
the time of the latest announcement.
11. The Industrial and Commercial Bank shall
have to strictly comply with the Ordinance on Accounting and Statistics, the
current accounting regime and financial reporting regime applicable to State
enterprises.
12. The financial and business activities of the
Industrial and Commercial Bank shall be inspected and supervised by the State
Bank and other competent State agencies as prescribed by law.
13. Handling of business losses:
a/ The Industrial and Commercial Bank may apply
necessary measures as prescribed by law to offset risks occurring in its
business activities;
b/ In cases where the Industrial and Commercial Bank
suffers from prolonged losses and is in the danger of bankruptcy, the State
Bank may propose the Government to place the Industrial and Commercial Bank in
the state of preservation and apply measures to restore the normal situation.
Chapter IX
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Article 45.- The
relationship with the Government
1. Abiding by law and strictly implementing the
Government's regulations related to the organization and operation of the
Industrial and Commercial Bank.
2. Carrying out the plan and development
strategy of the Industrial and Commercial Bank within the framework of the
State's master plan and strategy for the branch and territorial development.
3. Abiding by the regulations on the
establishment, splitting, merger and dissolution; the policies on organization
and personnel, the financial, credit, tax and profit collection regimes; and
the accounting and statistical regimes of the State.
4. Submitting to the control and inspection of
the observance of laws, policies and regimes of the State at the Industrial and
Commercial Bank.
5. Observing the State auditing regime.
6. Being entitled to propose and recommend
solutions, mechanisms and policies regarding the State management over the
Industrial and Commercial Bank.
7. Being entitled to manage and use capital,
properties, land and other resources allocated by the State to perform its
business tasks and having to preserve and develop these resources.
8. Being entitled to allowances, capital
subsidies and other regimes as stipulated by the Government.
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1. Submitting to the State management by the
Ministry of Finance in terms of :
a/ Observance of the regulations on finance,
accounting, taxes, organization of the cost-and-profit accounting apparatus and
accountancy;
b/ Performance of tasks related to the entrusted
capital and services for the State budget.
2. Submitting to the management by the Ministry
of Finance in its capacity as the agency assigned by the Government to perform
a number of an owner's functions in the following domains:
a/ Determination of capital and other resources
allocated by the State to the Industrial and Commercial Bank for management and
use;
b/ Supervision of the effective utilization,
preservation and development of capital and other resources allocated to the
Bank in the operating process which are reflected in the annual final account
statements;
c/ Examination and inspection of the contents of
the annual financial report and the final account statements of the Industrial
and Commercial Bank;
d/ Approval of the Financial Regulation of the
Industrial and Commercial Bank before it is issued by the Managing Board.
3. Submitting to the Ministry of Finance's
control and inspection of financial and other matters that come under the
competence of the Ministry of Finance .
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Article 47.- The
relationship with the State Bank:
1. Submitting to the direct State management in
the following domains:
a/ Observance of laws and strict implementation
of the Government's regulations related to the Industrial and Commercial Bank
and State enterprises;
b/ Drawing up and issuance of the overall planning
and development orientation for the organizational apparatus of the Industrial
and Commercial Bank;
c/ Realization of the planning and orientation
mentioned in Point b, Clause 1 of this Article;
d/ Performance of other tasks assigned by the Governor
of the State Bank.
2. Applying current managerial tools and
measures of the State Bank, regarding:
- The compulsory reserve rate;
- The limit of credit;
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- The re-discount interest rates and the maximum
interest rates for loans;
- The market exchange rates determined the State
Bank;
- The regimes of banking reporting and
inspection;
- The regulations on ensuring safety in monetary
and credit business activities.
3. Submitting to the control, inspection and
supervision by the State Bank in the implementation of the provisions of
Clauses 1 and 2 of this Article as well as other functions of the State Bank in
accordance with the banking legislation.
4. Submitting to the management by the State
Bank in its capacity as the agency assigned by the State to perform a number of
an owner's functions in the following domains:
a/ Establishment, splitting, merger,
re-organization and dissolution of the Industrial and Commercial Bank under the
authorization of the Prime Minister;
b/ Determination of the model and the
organizational structure of the business operation apparatus of the Industrial
and Commercial Bank;
c/ Ratification of the Statute of the Industrial
and Commercial Bank and the amendments, supplements thereto;
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e/ Participation in the allocation of capital
and other resources to the Industrial and Commercial Bank and the inspection of
its operations; the Industrial and Commercial Bank shall have to report to the
State Bank in accordance with the State regulations and make other reports
requested by the State Bank;
f/ Participation, together with the State-owned
banks, in contributing to fulfilling the major tasks and objectives in order to
implement the State's policy on monetary stabilization and performing other
tasks under the direction of the Governor of the State Bank;
g/ Materialization of projects on capital
contribution, joint ventures to purchase stocks and joint ventures for
investment cooperation;
5. Being entitled to propose to the State Bank
on the contents related to the relationship prescribed in this Article.
Article 48.- The
relationship with the ministries, the ministerial-level agencies and the
agencies attached to the Government:
1. Submitting to the State management by these
agencies in the following domains:
a/ Implementation of the economic-technical
norms, product standards and quality and provision of services in conformity
with the relevant branch and national standards;
b/ Observance of the regulations on
environmental protection;
c/ Implementation of the regulations on external
relations, import and export;
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e/ Inspection and supervision by these agencies
in the domains that come under their functions as prescribed by law.
2. Being entitled to propose to these agencies
on the contents related to the relationship prescribed in this Article.
Article 49.- With
regard to the local authorities in their capacity as the agencies performing
the State management in the localities, the Industrial and Commercial Bank
shall submit to their State management, observe the administrative regulations
and fulfill obligations toward the local People's Councils and the People's
Committees of different levels in accordance with the provisions of law.
Article 50.- The
relationship with the credit organizations on the following principles:
1. Voluntariness, equality and mutual benefit.
2. Cooperation, mutual promotion and support in the
application of scientific advances, professional and managerial techniques and
customers' trust.
Article 51.- The
relationship with the customers on the following principles:
1. Taking civil responsibility for the
customer's properties and capital and the Bank's commitments toward its
customers within the limit of the capital amount under the State ownership and
the management of the Bank.
2. Keeping secret data as prescribed by law,
creating every favorable condition for the lawful activities of customers.
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RE-ORGANIZATION,
DISSOLUTION AND BANKRUPTCY
Article 52.- The
re-organization of the Industrial and Commercial Bank shall be proposed by the
Managing Board to the Governor of the State Bank for consideration and
decision.
Article 53.- The
Industrial and Commercial Bank shall be dissolved if the Governor of the State
Bank deems its existence unnecessary, reports to and obtains approval thereof
from the Prime Minister. Upon dissolution of the Industrial and Commercial
Bank, the Governor of the State Bank shall set up a dissolution council. The
assets of the already dissolved Industrial and Commercial Bank, after all
liabilities are paid as prescribed by law, shall belong to the State ownership.
Article 54.- The
re-organization, splitting, merger, dissolution, addition, establishment of new
member units of the Industrial and Commercial Bank shall be proposed by the
Managing Board to the Governor of the State Bank for consideration and
decision.
Article 55.- The
Industrial and Commercial Bank or any of its member units, if meeting with
difficulties or suffering from losses in business activities and if, after the
application of all necessary financial measures, still fails to pay the due
debts, shall be handled in accordance with the provisions of the Law on
Bankruptcy.
Chapter XI
IMPLEMENTATION
PROVISIONS
Article 56.- This
Statute shall apply to the Industrial and Commercial Bank. All individuals and
member units of the Industrial and Commercial Bank shall have to implement this
Statute.
Article 57.-
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2. Any amendment or supplement to the Statute of
the Industrial and Commercial Bank must be submitted by the Managing Board to
the Governor of the State Bank for approval. Amendments or supplements to the
organizational and operational statutes or regulations of the member units must
be submitted by the General Director to the Managing Board for decision.
Article 58.- In cases
where the Statute of the Industrial and Commercial Bank contains any provision
different from the legal documents of the Government, the ministries, the
ministerial-level agencies, the agencies attached to the Government or the
People's Committees of the provinces and cities directly under the Central
Government, the Industrial and Commercial Bank shall report it to the Governor
of the State Bank so that the latter submits it to the Government for
permission to apply the Statute of the Industrial and Commercial Bank.