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STATE BANK OF
VIETNAM
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No. 1500/QD-NHNN
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Hanoi, September
20, 2021
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DECISION
ISSUING
REGULATIONS ON REPRESENTATIVES OF DIRECT OWNERS, REPRESENTATIVES OF PORTIONS OF
STATE CAPITAL PAID IN CREDIT INSTITUTIONS, FINANCIAL INSTITUTIONS AND
ENTERPRISES UNDER THE CONTROL OF STATE BANK OF VIETNAM
STATE BANK’S GOVERNOR
Pursuant to the Law on State Bank of Vietnam
dated June 16, 2010;
Pursuant to the Law on Management and Use of
State Capital Invested in Production and Business Activities of Enterprises
dated November 26, 2014;
Pursuant to the Law on Enterprises dated June
17, 2020;
Pursuant to the Law on Credit Institutions dated
June 16, 2010; the Law on Amending and Supplementing certain Articles of the
Law on Credit Institutions dated November 20, 2017;
Pursuant to the Law on Deposit Insurance dated
June 18, 2012;
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Pursuant to the Government's Decree No.
16/2017/ND-CP dated February 17, 2017, defining the functions, tasks, powers
and organizational structure of the State Bank of Vietnam;
Pursuant to the Government’s Decree No.
53/2013/ND-CP dated May 18, 2013 on foundation, organization and operation of
Vietnam Asset Management Company;
Pursuant to the Government’s Decree No.
115/2014/ND-CP dated December 3, 2014 regarding regulations for supervision and
inspection of implementation of strategies, plans, targets and tasks under the
delegated authority of state enterprises;
Pursuant to the Government’s Decree No.
87/2015/ND-CP dated October 6, 2015 regarding supervision of investment of
state capital in enterprises; financial supervision, performance assessment and
disclosure of financial information of state-owned enterprises and
state-invested enterprises;
Pursuant to the Government’s Decree No.
91/2015/ND-CP dated October 13, 2015 on investment of state capital in
enterprises, management and use of capital and assets at enterprises;
Pursuant to the Government’s Decree No.
32/2018/ND-CP dated March 8, 2018 on amendments and supplements to several
Articles of the Decree No. 91/2015/ND-CP dated October 13, 2015 on investment
of state capital in enterprises, management and use of state capital and assets
at enterprises;
Pursuant to the Government’s Decree No.
93/2017/ND-CP dated August 7, 2017 prescribing the financial regime for credit
institutions and foreign bank branches, the financial supervision and
assessment of efficiency of investment of state capital in wholly state-owned
or state-invested credit institutions;
Pursuant to the Government’s Decree No.
10/2019/ND-CP dated January 30, 2019 on implementation of rights and
responsibilities of state owner’s representatives;
Pursuant to the Government’s Decree No.
140/2020/ND-CP dated November 30, 2020, amending and supplementing several
articles of the Government’s Decree No. 126/2017/ND-CP dated November 16, 2017,
regarding conversion of state enterprises and single-member limited liability
companies of which 100% of charter capital is held by state enterprises into
joint-stock companies; the Government’s Decree No. 91/2015/ND-CP dated October
13, 2015, regarding investment of state capital in enterprises and management,
use of capital and assets at enterprises and the Government's Decree No.
32/2018/ND-CP dated March 8, 2018, prescribing amendments and supplements to
several Articles of the Decree No. 91/2015/ND-CP;
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Pursuant to the Government’s Decree No.
47/2021/ND-CP dated April 1, 2021, elaborating on certain articles of the Law
on Enterprises;
Upon the request of the Director of the Finance
– Accounting Department,
HEREIN DECIDES
Article 1. Regulations on representatives of direct owners,
representatives of portions of state capital paid in credit institutions,
financial institutions and enterprises under the control of State Bank of
Vietnam shall be enclosed herewith.
Article 2. This Decision shall enter into force as from the signature
date as a replacement for the Decision No. 2678/QD-NHNN dated December 30, 2019
of the State Bank’s Governor, issuing Regulations on representatives of direct
owners, representatives of portions of state capital paid in credit
institutions, financial institutions and enterprises under the control of State
Bank of Vietnam..
Article 3. Chief of Office, Director of the Finance - Accounting
Department, Director of the Personnel and Organization Department, Director of
the Foreign Exchange Management Department, Director of the Payment Department,
Director of the Emulation and Commendation Department, Chief of the Bank
Inspection and Supervision Agency, Director of the Information Technology
Department, Director of the Issue and Vault Department, Representatives of
direct owners, Representatives of portions of state capital paid in credit
institutions, financial institutions and enterprises under the control of the
State Bank of Vietnam shall implement this Decision./.
PP. GOVERNOR
DEPUTY GOVERNOR
Dao Minh Tu
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REGULATIONS
REGARDING
REGULATIONS ON REPRESENTATIVES OF DIRECT OWNERS, REPRESENTATIVES OF PORTIONS OF
STATE CAPITAL PAID IN CREDIT INSTITUTIONS, FINANCIAL INSTITUTIONS AND
ENTERPRISES UNDER THE CONTROL OF STATE BANK OF VIETNAM
(Annexed to the Decision No. 1500/QD-NHNN dated September 20, 2021 of the
Governor of the State Bank of Vietnam)
Chapter I
GENERAL REGULATIONS
Article 1. Scope
These Regulations provide for implementation of
rights and responsibilities of representatives of direct owners, representatives
of portions of state capital contributed to credit institutions, financial
institutions and enterprises (hereinafter referred to as enterprises) under the
control of the State Bank of Vietnam; succession planning, appointment,
reappointment, dispatch, transfer, resignation or discharge of representatives
of direct owners; nomination, re-nomination and discharge of representatives of
portions of state capital; operating mechanisms, reporting and consulting
regimes of representatives; mechanisms for inspection and supervision of
investment, management and use of state capital paid in enterprises;
assessment, ranking, rewarding and sanctioning of representatives; assignment
of functional units of the State Bank of Vietnam (hereinafter referred to as
SBV) on the task of advising SBV’s Governor on implementation of SBV’s rights
and responsibilities in the role as agencies representing ownership interest in
enterprises.
Article 2. Subjects of
application
These Regulations shall apply to:
1. SBV playing the role as an agency representing
ownership interest in enterprises established under its decisions or managed
under its delegated authority.
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3. Other entities and persons involved in
management, supervision, inspection, examination, assessment and rating of
enterprises.
Article 3. Interpretation
For the purposes of these Regulations, terms used
herein shall be construed as follows:
1. Agency representing ownership interest (hereinafter
referred to as owner) means SBV assigned to carry out rights and
responsibilities of a state owner’s representative over wholly state-owned
enterprises and state capital contributed to enterprises established under
SBV's decisions or managed under SBV’s delegated authority.
2. Representative of a direct owner at a wholly
state-owned enterprise (hereinafter referred to as direct owner’s representative)
means any person appointed by a competent state authority to a Board of Members
(or the Governing Board of the Deposit Insurance of Vietnam) in order to carry
out rights and responsibilities of a representative of state ownership interest
in an enterprise established under SBV’s decision or managed under SBV's
delegated authority.
3. Representative of a portion of state capital
invested in a joint stock company (hereinafter referred to as
representative of portion of state capital) means any person authorized in
writing by SBV to carry out rights and responsibilities of a representative of
state ownership interest in a portion of state capital invested in a joint
stock company under SBV’s control.
Representative of direct owner (referred to in
clause 2) and representative of portion of state capital (referred to in clause
3) are commonly called the representative in these Regulations.
4. General representative means a representative
of portions of state capital authorized by SBV to act generally or a
representative of the portion of state capital of which percentage at
enterprises is highest (if SBV has not yet issued any decision on assignment of
general duties).
5. State capital paid in enterprises is
composed of capital obtained from state budget capital, receipts derived from
state budget; capital obtained from investment and development funds at
enterprises, support funds for enterprise arrangement; Government-guaranteed
loans, capital investment loans of the State and other capital invested by the
State in enterprises (including state subsidies kept by the Cooperative Bank).
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7. Head agency means any SBV-managed unit
assigned by its Governor to serve as a liaison to other entities to counsel and
help SBV’s Governor to carry out several duties, assignments or activities
falling within the scope of authority and responsibilities of a representative
of state ownership interest in an enterprise under the provisions of Article 28
and Appendices herein.
Article 4. Management and
supervision objectives
1. Ensure that enterprises under SBV's control
operate in compliance with laws, in a stable, safe and effective manner;
according to the instructions and guidelines of the State, SBV and development
strategies in the banking sector.
2. Ensure that, when serving the role as a
representative of state capital invested in enterprises under its control, SBV
carries out its authority and responsibilities duly, in full and effectively.
Article 5. Management and
supervision principles
Management and supervision of portions of state
capital invested in manufacturing and business activities of state-owned or
state-invested enterprises must conform to law and these Regulations, operation
and organization charters of enterprises, and adhere to the following
principles:
1. SBV as an owner shall not be allowed to directly
interfere with operations of enterprises, corporate executives’ management and
governance; strengthens decentralization, delegation of authority and
individualization of responsibility in line with regulations on supervision,
inspection and rating for the purpose of assuring effective management through
representatives.
2. SBV and representatives shall be responsible for
managing and utilizing state capital invested in enterprises, ensuring
effectiveness, capital conservation and increase in value of state capital
invested in enterprises; prevention and control of careless investment,
wastefulness and loss of capital and asset of the State and enterprises.
3. SBV should manage state capital invested in
enterprises through representatives:
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b) With regard to wholly state-owned enterprises:
SBV shall manage them through its deciding/approving/directing representatives
of direct owners at enterprises to decide/undertake activities.
c) With regard to state-invested joint stock
companies: SBV shall manage them through its instructing representatives of
portions of state capital paid in enterprises; representatives within the range
of its authority and responsibilities, leadership or management of enterprises
to comply with its directives.
d) As for any activity needing SBV’s instructions beforehand,
after consulting with SBV, representatives must contribute their opinions, vote
and decide in accordance with SBV’s written instructions.
dd) As for any activity requiring submission of the
written request for SBV’s instructions under these Regulations, if
representatives do not submit their written requests for SBV’s instructions or
issues their decisions disobeying SBV’s instructions, they may be sanctioned or
obligated to pay compensations as per Article 30 and 31 herein.
4. SBV and representatives shall bear
responsibility for management and utilization of state capital under their
assigned duties or authority in accordance with applicable law on management
and use of state capital invested in business activities of enterprises and
these Regulations.
5. As for any activity that representatives need to
request SBV’s instruction before carrying out, if it goes beyond the
decision-making authority of SBV or SBV's decision-making authority over such
activity has not yet been stipulated clearly, SBV should consult with
authorities having competence in considering issuing decisions before answering
the requesting representatives.
Article 6. Management
approaches/methods
1. SBV shall manage state capital contributed to
enterprises through giving representatives instructions about matters causing
material effects on manufacturing and business of enterprises such as Charter,
organization, personnel of management, strategies, midterm, long-term and
annual business plans, investment of capital and assets in enterprises and
others prescribed in section 2 of Chapter II and section 2 of Chapter III
herein.
2. SBV shall manage business activities, financial
health, management and utilization of capital and assets at enterprises;
compliance with decisions of owners of enterprises, representatives of
enterprises through approving/giving its opinions on matters stated in clause 1
of this Article, monitoring, consolidating, analyzing and reviewing reports
submitted by representatives to SBV in accordance with Article 15 and 25
herein. Where necessary, SBV shall carry out direct supervision through setting
up teams making regular or irregular inspection and examination visits to
enterprises.
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- In the first quarter of the following year, SBV’s
Management Board shall hold a meeting between representatives appointed to
enterprises to evaluate owner’s management and supervision activities,
execution of office and duties of representatives in the previous year and implementation
of duties at all of the enterprises under SBV’s control.
- Where necessary, subject to managerial
requirements, SBV shall convene an unscheduled (thematic) meeting to discuss
and confer with representatives appointed to enterprises about any issue
related to investment of state capital in enterprises.
4. On a yearly basis, SBV shall conduct the
assessment of operational efficiency and rating of wholly state-owned
enterprises, the assessment of effectiveness in investment of state capital in
state-invested joint stock companies and the evaluation of performance of
representatives.
Chapter II
REPRESENTATIVES OF
DIRECT OWNERS
Section 1. GENERAL PROVISIONS
FOR DIRECT OWNER’S REPRESENTATIVES
Article 7. Standards and
requirements of representatives of direct owners
Direct owner’s representatives must be persons
meeting the following regulations:
1. Satisfy eligibility standards and requirements
for becoming members of Boards of Members of state enterprises under the
provisions of Article 93 in the 2020 Enterprise Law.
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3. Comply with standards and requirements for
holding equivalent positions when being appointed to enterprises under the
provisions of the Enterprise Law, Charter of enterprises and other regulations
of relevant legislation.
4. Acquire at least 05 (five) years’ experience in
one of the specializations such as finance, banking, accounting, audit,
corporate governance or in business industries, lines and activities of
enterprises.
5. In addition to the aforesaid regulations, direct
owner’s representatives should adhere to general standards and requirements,
and standards of professional titles prescribed in specialized legislation (if
any).
Article 8. Succession planning,
appointment, reappointment, dispatch, transfer, resignation or discharge of
representatives of direct owners
Succession planning, appointment, reappointment, dispatch,
transfer, resignation or discharge of representatives of direct owners shall be
subject to regulations set forth in the Decree No. 159/2020/ND-CP and SBV’s
instructions.
Article 9. Authority of direct
owner’s representatives
1. Request SBV to decide/approve/give comments on
matters or activities about with SBV must be consulted with under the
provisions of Section 2 of Chapter II herein, and contribute their opinions,
vote, decide and act according to written instructions or opinions from SBV.
2. Proactively make decisions on and bear
responsibility for making decisions on activities or matters under the
authority of the Boards of Members or the Governing Boards of wholly
state-owned enterprises in accordance with the Law on management and use of state
capital invested in business and manufacturing activities of enterprises, the
Enterprise Law, the Law on Credit Institutions, regulations of relevant
legislation and Charters of enterprises (except those specified in clause 1 of
this Article).
3. Receive wages, salaries, bonuses and other
benefits prescribed in law and rules and regulations of enterprises.
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5. Have other rights and benefits under the
provisions of the Law on management and use of state capital invested in business
activities of enterprises, the Enterprise Law, the Law on Credit Institutions,
the Decree No. 10/2019/ND-CP, Charters of enterprises, SBV’s regulations and
other relevant laws.
Article 10. Responsibilities
of direct owner’s representatives
1. Attend meetings on assignment of specific tasks
and mechanisms for cooperation between representatives of enterprises to
fulfill all responsibilities of representatives, report to SBV after these
assignments and mechanisms are brought into operation for monitoring and
supervision purposes (where necessary, SBV will consider issuing their relevant
instructions).
2. Comply with laws and SBV’s decisions; assume
responsibility to law and SBV for implementation of their assigned office,
authority and duties. In case of breaching trust, abusing office, authority or
powers to the detriment of the State/SBV, they must bear responsibility and pay
compensations for these offences under law and regulations hereof.
3. Report on and seek SBV’s
decisions/consents/prior opinions on decision and implementation of matters or
activities stated in Section 2 of Chapter II herein.
4. Cooperate with Boards of Inspection/Inspectors
of enterprises in supervising financial condition and any issue arising from
operations of enterprises; fully carry out regimes for submission of periodic
or other reports upon SBV's request.
5. Bear responsibilities to SBV for management,
utilization, preservation and development of capital; promptly report to and
make recommendations to SBV about remedies when enterprises operate at a loss,
are insolvent and commit other violations.
6. Regularly monitor and grasp the operation of
enterprises, supervise state capital investment in enterprises according to
their assigned tasks. When discovering that enterprises have potential risks or
deviate from strategic goals, plans or guidelines of the State/SBV, they must
promptly report to SBV and propose remedies. After receipt of SBV’s opinions or
instructions, they must strictly obey them.
7. Cooperate with the State Bank in monitoring,
verifying debts and expediting the payment of debts, including dividends,
amounts distributed from contributed capital, remuneration and receivables of
the State and SBV at enterprises.
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9. Carry out public announcement and disclosure of
information in accordance with law on information disclosure applicable to
state-owned enterprises.
Section 2. MATTERS OR
ACTIVITIES SUBJECT TO THE REQUIREMENT WHEREUNDER REPRESENTATIVES OF DIRECT
OWNERS ARE OBLIGED TO REPORT AND SEEK SBV’S DECISIONS/CONSENTS/PRIOR OPINIONS
ON DECISION/IMPLEMENTATION
Article 11. Matters and
activities subject to the requirement whereunder representatives of direct
owners at credit institutions with their charter capital wholly owned by the
state are obliged to report and seek SBV’S decisions/consents/opinions
1. The Board of Members at a credit institution
with its charter capital wholly owned by the State is obliged to report on and
seek SBV’s consent or seek competent authority’s consent to bringing these
matters into effect:
a) Charter; amendments and supplements to the
Charter.
b) Financial rules of credit institutions;
amendments and supplements to financial rules.
2. The Board of Members at a credit institution
with its charter capital wholly owned by the State is obliged to report on and
seek SBV’s consent or competent authority’s decision/consent to the following
matters:
a) Decision on reorganization, transfer of
ownership, dissolution and application for bankruptcy.
b) Decision on assessment, succession planning,
appointment, reappointment, dispatch, transfer, acceptance of resignation,
discharge and retirement of the President and members of the Board of Members,
the Board of Inspection; decision/approval of succession planning, appointment,
re-appointment, dispatch, transfer, acceptance of resignation, discharge and
retirement of the General Director; decision/approval of appointment,
re-appointment and discharge of the Deputy General Director, the Chief
Accountant in accordance with SBV’s current regulations on succession planning,
appointment, re-appointment, termination of office, resignation, discharge,
dispatch, secondment of civil servants, public employees and executives of
enterprises under SBV’s control.
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d) Decision on the policy for establishment of a
new subsidiary of which 100% of equity is held by the credit institution; the
policy for contribution of new capital, establishment of a new domestic and
foreign enterprise existing in the form of a multiple-member limited liability
company, joint-stock company, foreign-invested company; the policy for
acquisition of a joint-stock company, multiple-member limited liability company
as a subsidiary or associate company of the credit institution; the policy for
investment of additional capital or discontinuation of investment of additional
capital in a subsidiary and associate company.
dd) Decision on the policy for contribution of
capital, increase or decrease in contributed capital, transfer of capital
invested in a joint stock company or a multiple-member limited liability
company; decision on the transfer of capital invested in a joint stock company
or a multiple-member limited liability company which is issued in the case
where value of transferred capital is less than book value in an enterprise
after use of the provision against loss of investment.
e) Decision on the policy for outward investment of
a credit institution under the provisions of Article 29 in the Law on
management and use of state capital invested in production and business
activities of enterprises.
g) Make a decision to allow the Board of Members
and the enterprise’s President to sign the contract to rent, lease, mortgage
and hypothecate the asset of the enterprise that has its value greater than the
amount that the Board of Members and the enterprise's President are authorized
to decide in accordance with the Law on management and use of state capital
invested in production and business activities of enterprises and other
instructional regulations of the Government.
h) Approval decision that allows the Board of
Members to make its decision on the asset lease contract of a credit
institution of which value is greater than the amount that the Board of Members
is authorized to decide as per the Law on management and use of state capital
invested in manufacturing and business activities of enterprises and other instructional
regulations of the Government.
i) Approval of the business strategy and plan and
five-year capital investment proposal; the annual business plan.
b) Approval of amount of the charter capital of a
credit institution (even including adjustments in charter capital during the
operating process).
l) Consent to the project for investment,
construction, purchase and sale of fixed assets, the plan for liquidation and
assignment of fixed assets, the intracorporate investment project of a credit
institution of which value is greater than the amount that the Board of Members
is authorized to decide as per Article 24 and 28 in the Law on management and
use of state capital invested in manufacturing and business activities and
Article 27 in the Decree No. 91/2015/ND-CP (revised).
m) Approval of the financial statement, the plan
for distribution of profits or creation of annual funds of a credit
institution.
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3. The Board of Members of a credit institution
with its charter capital wholly owned by the State is obliged to report on and
seek SBV’s opinions prior to decision/approval of the annual financial plan of
a credit institution, including:
- Revenue and expense plan;
- Funding source and capital utilization plan;
- Labor and wage plan.
Article 12. Matters and
activities subject to the requirement whereunder the representative of direct
owner of DIV is obliged to report and seek SBV’s decisions/consents/opinions
1. The Governing Board of DIV is obliged to report
on and request SBV to seek the Prime Minister’s decision/consent to the
followings:
a) Approval of its Charter; amendments and
supplements to its Charter.
b) Decision on reorganization, transfer of ownership,
dissolution and application for bankruptcy (if any).
c) Decision on appointment, re-appointment,
dispatch, transfer, acceptance of resignation, discharge, rewarding,
disciplining and retirement of the President of the Governing Board.
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dd) Approval of its strategy, business plan and
five-year development investment plan.
2. The Governing Board of DIV is obliged to report
on and seek SBV’S decision/consent to the followings:
a) Decision on assessment of the President of the
Governing Board; decision on succession planning of the President of the
Governing Board after receipt of opinions from the Ministry of Home Affairs;
decision on assessment, succession planning, appointment, reappointment,
dispatch, transfer, acceptance of resignation, discharge and retirement of
members of the Governing Board and Inspectors; decision/approval of succession
planning, appointment, reappointment, dispatch, transfer, acceptance of
resignation, discharge and retirement of the General Director, and
decision/opinion on appointment of the Deputy General Director, the Chief
Accountant in accordance with SBV’s current regulations on succession planning,
appointment, reappointment, termination of office, resignation, discharge,
dispatch, secondment of civil servants, public employees and executives of
enterprises under SBV’s control.
b) Decision on commendation, rewarding, wages, salaries,
remuneration, bonuses and other benefits of members of the Governing Board or
Inspectors; approval of rewarding and disciplining of the General Director;
decision on the annual wage and salary fund for executives and inspectors.
c) Approval of the annual business plan.
d) Consent granted the Governing Board to deciding
contracts to lease, mortgage and hypothecate DIV’s fixed assets of which values
are greater than the amounts that the Governing Board is authorized to decide
as per Article 23 in the Law on management and use of state capital invested in
production and business activities of enterprises and Article 26 in the Decree
No. 91/2015/ND-CP (revised).
dd) Approval decision that allows the Governing
Board to make its decision on the asset lease contract of DIV of which value is
greater than the amount that the Governing Board is authorized to decide as per
the Law on management and use of state capital invested in manufacturing and
business activities of enterprises and other directives of the Government.
e) Approval of the capital mobilization plan for
each project with the amount of mobilized funds which is greater than the
amount prescribed in point a of clause 3 of Article 23 of the Law on Management
and Use of State Capital Invested in Production and Business Activities of
Enterprises; the plan for mobilization of capital of foreign entities or
persons.
g) Consent to the project for investment,
construction, purchase and sale of fixed assets, the plan for liquidation and
assignment of fixed assets, the intracorporate investment project of which
value is greater than the amount that the Governing Board is authorized to
decide as per Article 24 and 28 in the Law on management and use of state
capital invested in manufacturing and business activities and Article 27 in the
Decree No. 91/2015/ND-CP (revised).
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i) Decision on the organization structure of DIV;
approval of the policy for establishment, reorganization and dissolution of
branches, representative offices and dependent accounting units according to
the provisions of law.
3. The Governing Board of DIV is obliged to report
on and seek SBV’s consent prior to its decision/consent for its annual
financial plan, including:
- Revenue and expense plan;
- Labor and wage plan.
Article 13. Matters and
activities subject to the requirement whereunder the representative of direct
owner of NMPF is obliged to report and seek SBV’s decisions/consents/opinions
1. NMPF’s Board of Members is required to report on
and seek SBV's validation of the followings:
a) Charter, amendments and supplements to Charter.
b) Financial rules; amendments and supplements to
financial rules.
2. NMPF’s Board of Members is required to report on
and seek SBV's decisions/consents for the followings:
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b) Decision on assessment, succession planning, appointment,
reappointment, dispatch, transfer, acceptance of resignation, discharge and
retirement of the President and members of the Board of Members, Inspectors;
decision/approval of succession planning, appointment, reappointment, dispatch,
transfer, acceptance of resignation, discharge and retirement of the General
Director, and consent/opinion on appointment of the Deputy General Director,
the Chief Accountant in accordance with SBV’s current regulations on succession
planning, appointment, reappointment, termination of office, resignation,
discharge, transfer and dispatch of civil servants, public employees and
executives of enterprises under SBV’s control.
c) Decision on commendation, rewarding, wages,
salaries, remuneration, bonuses and other benefits of the President, members of
the Board of Members or Inspectors; approval of rewarding and disciplining of
the General Director; decision on the annual wage and salary fund for
executives and inspectors.
d) Decision on the policy for establishment of a
new subsidiary of which 100% of equity is held by the enterprise; the policy
for contribution of new capital, establishment of a new domestic and foreign
enterprise existing in the form of a multiple-member limited liability company,
joint-stock company or foreign-invested company; the policy for acquisition of
a joint-stock company, multiple-member limited liability company as its
subsidiary or associate company; the policy for investment of additional
capital or discontinuation of investment of additional capital in a subsidiary
and associate company.
dd) Decision on the policy for contribution of
capital, increase or decrease in contributed capital, transfer of capital
invested in a joint stock company or a multiple-member limited liability
company; decision on the transfer of capital invested in a joint stock company
or a multiple-member limited liability company which is issued in the case
where value of transferred capital is less than book value in an enterprise
after use of the provision against loss of investment.
e) Consent granted to the Board of Members to
deciding contracts to lease, mortgage and hypothecate a fixed asset of which
value is greater than the amounts that the Board of Members is authorized to
decide in accordance with Article 23 of the Law on management and use of state
capital invested in production and business activities of enterprises and
Article 26 in the Decree No. 91/2015/ND-CP (revised), or of which value
accounts for another percentage less than the percentage prescribed in the
Charter.
g) Consent granted the Board of Members to making
its decision on the contract to rent the asset of which value is greater than
the amount that the Board of Members is authorized to decide as per the Law on
management and use of state capital invested in manufacturing and business
activities of enterprises and other instructional regulations of the
Government, or of which value accounts for another percentage less than the one
prescribed in the Charter.
h) Approval of the business strategy and plan and
five-year development investment proposal; the annual business plan.
i) Approval of the amount of the charter capital
(even including adjustments in charter capital during the operating process).
k) Approval of the capital mobilization plan for
each project with the amount of mobilized funds which is greater than the
amount prescribed in point a of clause 3 of Article 23 of the Law on Management
and Use of State Capital Invested in Production and Business Activities of
Enterprises, or which accounts for another percentage less than the one
prescribed in the Charter; the plan for mobilization of capital from foreign
entities or persons.
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m) Approval of the financial statement, the annual
plan for profit distribution and creation of funds.
n) Consent to the policy for establishment,
reorganization and dissolution of branches, representative offices and
dependent accounting units according to the provisions of law (if any).
3. The Board of Members of NMPF is obliged to
report on and seek SBV’s opinions prior to its decision/consent for the annual
financial plan, including:
- Revenue and expense plan;
- Labor and wage plan.
Article 14. Matters and
activities subject to the requirement whereunder the representative of direct
owner of VAMC is obliged to report and seek SBV’s decisions/consents/opinions
1. The Board of Members of VAMC is obliged to
report on and seek SBV’s validation of the followings:
a) Charter, amendments and supplements to the
Charter.
b) Financial rules; amendments and supplements to
financial rules.
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a) Decision on reorganization and transfer of
ownership, dissolution and application for bankruptcy.
b) Decision on assessment of the President and
members of the Board of Members and Inspectors; consent to planning for
succession as the President and members of the Board of Members, Inspectors,
General Director, Deputy General Directors and Chief Accountant; decision on
appointment, reappointment, voluntary termination of office, discharge,
dispatch, transfer, resignation and retirement of the President and members of
the Board of Members, Inspectors, General Director and Deputy General Directors;
approval of recommendations of the Board of Members about appointment,
reappointment, voluntary termination of office, discharge, dispatch, transfer,
resignation and retirement of the Chief Accountant.
c) Decision on commendation, rewarding, wages,
salaries, remuneration, bonuses and other benefits of the President, members of
the Board of Members or Inspectors; decision on rewarding and disciplining of
the General Director, the Deputy General Director; approval decision on
recommendations from the Board of Members about rewarding or disciplining of
the Chief Accountant; decision on the annual wage and salary fund for
executives and inspectors.
d) Decision on the policy for establishment of a
new subsidiary of which 100% of equity is held by the enterprise; the policy
for contribution of new capital, establishment of a new domestic and foreign
enterprise existing in the form of a multiple-member limited liability company,
joint-stock company or foreign-invested company; the policy for acquisition of
a joint-stock company, multiple-member limited liability company as its
subsidiary or associate company; the policy for investment of additional
capital or discontinuation of investment of additional capital in a subsidiary
and associate company.
dd) Decision on the policy for contribution of
capital, increase or decrease in contributed capital, transfer of capital
invested in a joint stock company or a multiple-member limited liability
company; decision on the transfer of capital invested in a joint stock company
or a multiple-member limited liability company which is issued in the case
where value of transferred capital is less than book value in an enterprise
after use of the provision against loss of investment.
e) Decision on the policy for outward investment of
the enterprise under the provisions of Article 29 in the Law on management and
use of state capital invested in production and business activities of
enterprises.
g) Consent granted the Board of Members to deciding
contracts to lease, mortgage and hypothecate fixed assets of the enterprise
that has their values greater than the amounts that the Board of Members is
authorized to decide as per Article 23 of the Law on management and use of
state capital invested in production and business activities of enterprises and
Article 26 in the Decree No. 91/2015/ND-CP (revised).
h) Approval decision that allows the Board of
Members to make its decision on the asset lease contract of the enterprise of which
value is greater than the amount that the Board of Members is authorized to
decide as per the Law on management and use of state capital invested in
manufacturing and business activities of enterprises and other instructional
regulations of the Government.
i) Approval of the business strategy and plan and
five-year capital investment proposal; the annual business plan.
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l) Approval of the capital mobilization plan for
each project with the amount of mobilized funds which is greater than the
amount prescribed in point a of clause 3 of Article 23 of the Law on Management
and Use of State Capital Invested in Production and Business Activities of
Enterprises; the plan for mobilization of capital from foreign entities or
persons.
m) Consent to the project for investment,
construction, purchase and sale of fixed assets, the plan for liquidation and
assignment of fixed assets, the intracorporate investment project of which
value is greater than the amount that the Board of Members is authorized to
decide as per Article 24 and 28 in the Law on management and use of state
capital invested in manufacturing and business activities and Article 27 in the
Decree No. 91/2015/ND-CP (revised).
n) Approval of the financial statement, the annual
plan for profit distribution and creation of funds of the enterprise.
o) Consent to the policy for establishment,
reorganization and dissolution of branches, representative offices and
dependent accounting units according to the provisions of law.
3. The Board of Members of VAMC is obliged to
report on and seek SBV’s opinions prior to its decision/consent for the annual
financial plan, including:
- Revenue and expense plan;
- Labor and wage plan.
Section 3. REPORTING AND
CONSULTING REGIMES OF DIRECT OWNER’S REPRESENTATIVES
Article 15. Reporting regimes
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a) Submitting financial supervision reports
prescribed in the Decree No. 87/2015/ND-CP: Six-monthly financial supervision
report must be submitted by July 20; periodic and annual financial supervision
report must be submitted by April 30.
b) Annual enterprise assessment and rating report
prescribed in the Decree No. 87/2015/ND-CP must be submitted by April 30 in the
subsequent year.
c) Six-monthly and annual report on implementation
progress of projects for investment, construction and purchase of fixed assets
of the enterprise of which value equals at least the amount of investment of
capital in the group-B project must be submitted by July 31 and January 31,
respectively.
d) The deadline for submission of the report on the
implementation progress of the 5-year plan (including the strategy, production
and business plan, investment and development plan) and the production and
business plan, annual financial plan of the enterprise according to regulations
in Decree 10/2019/ND-CP and Decree 115/2014/ND-CP (the report on the progress
in implementation of the assigned goals, tasks and targets, including the clear
analysis of restrictions and causes of non-implementation or poor
implementation of the plan; follow-up solutions to accomplishing the objectives
in the plan for the next period) shall be subject to the provisions of Article
6 in the Decree No. 115/2014/ ND-CP.
dd) Report on the progress in restructuring of the
enterprise, report on the progress in outward investment shall be submitted
under clause 1 of Article 9 in the Circular No. 36/2021/TT-BTC.
e) Other report on disclosure of information of the
state enterprise shall be submitted according to the Decree No. 47/2021/ND-CP
(the disclosure of information about compulsorily acquired banks shall be
subject to regulations of banking law on disclosure of information of credit
institutions under special control).
g) Six-monthly and annual report on consolidation,
analysis and evaluation of operations of an enterprise within 06 months/years,
preliminary assessment of results of implementation of rating targets of an
enterprise shall be submitted by July 31 and January 31, respectively.
2. Each direct owner’s representative shall assume
the following responsibilities:
a) By January 31 each year and based on the
assigned duties, he/she shall develop the annual working program for submission
to SBV, including the recommended plans, guidelines and methods for
implementation of his/her assigned duties at an enterprise of which he/she is a
representative.
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- Implementation of rights and responsibilities of
the representative; compliance of the representative with the guidelines,
guidelines and policies of the Party and legislation of the State, decisions
and directions of SBV.
- Reports and recommendations to SBV about
difficulties, problems, potential risks and appropriate solutions to handling
and eliminating difficulties and problems that enterprises face.
c) Make irregular reports under the provisions of
clause 4 and 6 of Article 10 herein.
d) Make reports on self-assessment and assessment
of the representative according to SBV’s current regulations on the assessment
and categorization of civil servants, public employees, employees, executives
and representatives under SBV’s control.
3. Board of Members/Governing Board shall be
responsible for making photocopies of the followings and sending them to SBV
after they are issued:
a) Resolution of Board of Members/Governing Board
as to matters or activities subject to the requirement for submission of
reports and request to SBV for its approval: With 05 working days after receipt
of results of the vote taken under SBV’s guidance.
b) Important regulations of an enterprise that come
in use during the period (including Regulations on organization and operation
of the Board of Members/Governing Board, the Executive Board; the regime for
recruitment, labor, wages, salaries and bonuses; in-house spending regulations;
Regulations on investment and construction management of the enterprise;
Regulations on risk management, internal control; other regulations upon SBV’s
request): Within 15 working days after the date of issuance.
c) Comprehensive report to SBV on any abnormalities
that may affect the operation of the enterprise or the interests of the
State/SBV within 36 hours from the occurrence of one of the following events:
The enterprise's account is blocked or allowed to resume after being blocked;
part or all of business activities are temporarily suspended; the enterprise
registration certificate, establishment license, establishment and operation
license, operation license or other license or permit related to the operation
of the enterprise is revoked; information provided on the enterprise
registration certificate, establishment license, establishment and operation
license, operation license or other license or permit related to the operation
of the enterprise is amended or supplemented; any member of the Board of
Members, company’s President, Director, Deputy Director or General Director,
Deputy General Director, Chief Accountant, Head of Finance and Accounting
Department, Inspector are changed; there is a decision to discipline,
prosecute, or a judgment or decision of the Court against an executive of the
enterprise; there is a conclusion from the inspection agency or the tax
administration agency about any violation against law committed by the
enterprise; a decision to change the independent auditing organization is
issued, or audit of the financial statement is rejected; a decision on
establishment, dissolution, consolidation, merger or transformation of
subsidiaries, branches or representative offices is available; a decision to
invest, reduce capital or divest investment capital at other enterprises is
taking effect; other abnormalities that may affect the operation of the
enterprise or the interests of the State/SBV exist.
4. Report recipient: SBV (care of the head unit
referred to in Appendix hereto).
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1. Matters or activities, including:
Board of Members/Governing Board shall be
responsible for submitting the written report on matters or activities stated
in Section 2 of Chapter II herein and the written request to SBV to seek its
decisions/consents/opinions prior to their decision and implementation thereof.
The written request must be signed by the President of the Board of
Members/Governing Board or authorized members of the Board of Members/Governing
Board; must enclose the Resolution and the Meeting Minutes of the Board of
Members/Governing Board. When the direct owner’s representative is absent from
the meeting of the Board of Members/Governing Board, SBV shall consider
collecting opinions from these members where necessary.
2. Reporting forms:
a) Reports made by the Board of Members/Governing
Board shall be made in writing and managed under regulations on paperwork (sent
via service of documents).
b) In urgent cases, in order to promptly deal with
work, fax, email and telephone can be used as a means of sending and processing
reports and requests for opinions on condition that written original copies
thereof must be sent to SBV for reporting purposes within no more than 03
(three) working days from the date of submission of requests for opinions for
management purposes according to regulations on archiving work.
c) For confidential information and documents, the
provision of information between the Board of Members/Governing Board and SBV
shall be subject to current law.
d) Recipient of reports/written requests for
opinions shall be SBV (care of the head unit referred to in Appendix hereto).
Chapter III
REPRESENTATIVES OF
PORTIONS OF STATE CAPITAL
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Article 17. Standards and
conditions
A representative of portion of state capital must
be a person meeting the following regulations:
1. Satisfy standards and conditions for becoming a
representative of portion of state capital prescribed in Article 46 of the Law
on management and use of state capital invested in production and business in
enterprises.
2. Comply with regulations regarding holding of
multiple offices and fully satisfy nomination conditions prescribed in Article
7 and 46 of the Decree No. 159/2020/ND-CP (generally applied to the case where
the representative of portion of state capital invested in an enterprise of
which charter capital is held by the State at a percentage of no more than
50%).
3. Fully satisfy standards and requirements for
holding equivalent positions under the provisions of the Enterprise Law,
company’s Charter and other regulations of relevant legislation.
4. Acquire at least 05 (five) years’ experience in
one of the specializations such as finance, banking, accounting, audit,
corporate governance or in business industries, lines and activities of
enterprises.
5. In addition to the aforesaid regulations, the
representative of portion of state capital should adhere to general standards
and requirements, and particular standards of professional titles prescribed in
specialized legislation (if any).
Article 18. Nomination as
representatives of portion of state capital
1. Depending on the size of the company’s charter
capital, the percentage of capital contributed by the State; the number of
members of the Governing Board specified in the company’s Charter, business
lines, characteristics and operational situation, SBV’s Governor shall decide
to nominate the number of representatives of portion of state capital to be
elected as the Chairman or the member of the Governing Board, or to be
appointed as the General Director, the Deputy General Director, or the Head and
the full-time member of the Inspection Board for the Cooperative Bank of
Vietnam.
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3. Duration of nomination and re-nomination of a
representative of portion of state capital shall be subject to Article 45 and
49 in the Decree No. 159/2020/ND-CP.
4. Processes and procedures for nomination,
re-nomination and termination of office of a representative of portion of state
capital shall be subject to regulations laid down in the Decree No.
159/2020/ND-CP and SBV’s instructions.
Article 19. Rights and
authority of representatives of portion of state capital
1. Act on SBV’s behalf to monitor and supervise
financial situation and results at the enterprises to which they are nominated
in accordance with the provisions of law and the company’s Charter. For any
matter or activity falling under the authority of the General Meeting of
Shareholders, the Governing Board, if it is not classified as those on which
SBV must be consulted as provided in Section 2 of Chapter III herein,
representatives of state capital portions shall, at their discretion,
vote/decide/contribute opinions at the General Meeting of Shareholders, the
General Meeting of Members, and the meeting of the Governing Board according to
the consensus principle as per clause 2 of Article 21 hereof, and shall be held
solely responsible according to legislative regulations.
2. Obtain SBV’s authorization for contribution of
opinions and voting at the General Meeting of Shareholders and/or meetings of
the Governing Board.
3. Seek SBV’s nomination as candidates to be elected
to hold the position of President and member of the Governing Board; to be
appointed as the General Director, the Deputy General Director to the
enterprise, or the Head and the full-time member of the Inspection Board for
the Cooperative Bank of Vietnam in accordance with the Law on Enterprises, the
Law on Credit Institutions, the Law on Cooperatives and the company’s Charter.
4. Receive wages, salaries, bonuses and other
benefits prescribed in law and rules and regulations of enterprises.
5. Have access to training, coaching or mentoring
programs for professional knowledge enhancement and information updating that
are held by SBV (if any); obtain information about economic and market
situations and developments, counsels on issues related to rights and
obligations of representatives of state capital portions (if any); receive
SBV's support and preferential treatment for their getting involved in
experience exchanges and searches for business opportunities with enterprises.
6. Have other rights and benefits prescribed in
legislation, SBV and enterprises in accordance with the company's Charter.
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1. Attend meetings on assignment of specific tasks
and mechanisms for cooperation between representatives of portions of state
capital to fulfill all responsibilities of representatives, report to SBV after
these assignments and mechanisms are brought into operation for monitoring and
supervision purposes (where necessary, SBV can consider issuing their relevant
instructions).
2. Report on and seek SBV’s decision/opinions prior
to their contribution of opinions, voting or decision on matters and activities
stated in Section 2 of Chapter III herein. As for these matters or activities,
representatives of portions of state capital must contribute their opinions,
vote and decide in accordance with SBV’s written instructions, and must
supervise the implementation of SBV’s directives.
3. Promptly report to and make recommendations to
SBV about actions to be taken when enterprises operate at a loss; are
insolvent; make investment not on target as required by strategies, proposals
or plans; fail to reach goals and objectives set by SBV or commit other
violations.
4. Regularly monitor and grasp the operation of
enterprises, supervise state capital investment in enterprises according to
their assigned tasks. When discovering that enterprises have potential risks or
deviate from strategic goals, plans or guidelines of the State/SBV, they must
promptly report to SBV and propose remedies. After receipt of SBV’s opinions or
instructions, they must strictly obey them.
5. Submit all regular, irregular and ad-hoc reports
required by SBV.
6. Request enterprises to pay distributable profits
and dividends in proportion to portions of state capital in the state budget.
Cooperate with the State Bank in monitoring, verifying debts and expediting the
payment of debts, including dividends, amounts distributed from contributed
capital, remuneration and receivables of the State and SBV at enterprises.
7. When buying or being rewarded with shares issued
under the employee stock ownership plan, each representative of state capital
portion must report in writing to SBV; SBV shall then decide in writing the
number of shares the representative of the state capital portion can purchase
and can be rewarded with according to the degree of his/her commitment and
performance.
If the representative of state capital portion does
not report his/her entitlement to receive the reward or purchase shares, he/she
may be subject to the process of consideration of pay grade reduction,
termination of the authority to represent state capital at the company or
termination of his/her labor contract, and is required sell back the volume of
shares, convertible bonds that exceed the allowable limit to SBV at the
purchase price at the time of issuance. In case where the representative of
portion of state capital has sold out all of these shares, the difference
between value of shares sold at the market price at the time of sale and costs
of purchase of shares and other associated costs (if any) must be paid to SBV.
8. Bear responsibility to law and SBV for
implementation of their assigned office, authority and duties. In case of
breaching trust, abusing office, authority or powers to the detriment of the
State/SBV, they must bear responsibility and pay compensations for these
offences under law and regulations hereof.
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10. Proactively and actively cooperate with
inspection and examination delegations and relevant organizations and
individuals in supervising activities at enterprises.
11. Take charge of public announcement and
disclosure of information in accordance with the Decree No. 47/2021/ND-CP
regarding public disclosure of enterprises of which more than 50% of charter
capital is held by the State (not applicable to NAPAS).
12. In case of detecting any sign of violation of
law on corporate financial management, the representative of portion of state
capital invested in the enterprise shall promptly report and recommend to SBV
in order for SBV to direct the representative to request the company’s
Inspection Board to conduct inspection of compliance with law on management,
use, preservation and development of the company's capital. Based on results of
the inspection conducted by the Inspection Board, the representative can compile
a timely general report to SBV to seek its instructions.
13. Implement other rights, authority and
responsibilities as per the joint stock company’s charter, legislation on
enterprises and other regulations of relevant law.
Article 21. Rights and responsibilities
of general representatives
Apart from implementing rights, authority and
responsibilities of a representative of portion of state capital referred to in
Article 19 and 20 herein, the general representative shall have the following
responsibilities and obligations:
1. Closely cooperate with other representative of
portion of state capital in the course of performing their duties; assume
responsibility for integrating the opinions contributed by representatives of
portion of state capital into reports and scheduled working programs and plans
submitted to SBV on time and in accordance with SBV’s regulations.
2. Chair the meeting or collect written opinions to
reach agreement amongst the representatives of state capital portion before
voting and deciding at the meeting of the Governing Board on matters or
activities falling within the authority of the Governing Board if they are not
classified as those on which SBV must be consulted with as prescribed in
Section 2 of Chapter III herein. In case of disagreement between the
representatives of portion of state capital, the general representative shall
be responsible for collecting all of dissenting opinions of the representatives
to report them to and consult with SBV (clearly explaining the reasons for
these dissenting opinions). After receipt of SBV’s instructions, the
representative shall be responsible for acting under these instructions.
Section 2. MATTERS AND
ACTIVITIES REQUIRING REPRESENTATIVES OF PORTION OF STATE CAPITAL TO REPORT TO
AND CONSULT WITH SBV PRIOR TO CONTRIBUTION OF OPINIONS, VOTING OR DECIDING AT
THE GENERAL MEETING OF SHAREHOLDERS OR THE GOVERNING BOARD’S MEETING
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1. Charter of a credit institution; amendments and
supplements to its Charter.
2. Employee recruitment regime; wage, salary and
bonus package of the credit institution.
3. Objectives, tasks and business sectors or
industries; business reorganization, dissolution and application for bankruptcy
of the credit institution.
4. Business strategies, plans and investment and
development plans.
5. Any increase or decrease in charter capital; types
of shares and total volume of shares of which offering is authorized; the
redemption of over 10% of total volume of each type of shares already sold.
6. Policy for incorporation, capital contribution,
holding, increase and reduction of equity participation in subsidiaries;
acquisition of enterprises voluntarily participating as subsidiaries and
associate companies.
7. Nomination for election, petition for dismissal,
removal from office, commendation and rewarding (except for in-house
commendation and rewarding activities), handling of violations of the President
of the Governing Board, members of the Governing Board, Inspectors; nomination
for appointment, petition for dismissal, conclusion of contracts, termination
of contracts with the General Director, Deputy General Director, Chief
Accountant of the credit institution; wages, salaries, bonuses and other
interests or benefits of members of the Governing Board, General Director,
Deputy General Director, Inspectors and Chief Accountant of the credit institution;
the number of members of the Governing Board, members of the Inspection Board
and the Deputy General Director of the credit institution.
8. Policy to enter into a borrowing or lending
contract of which value is equal to or greater than 50% of the credit
institution's charter capital or accounts for another percentage less than the
one specified in the credit institution's charter (except for cases of
extending credit in excess of the limit specified in Article 128 of the Law on
Credit Institutions, the regulations of the banking law shall apply).
9. Policy to take out foreign loans by a credit
institution under the authority of the General Meeting of Shareholders and the
Governing Board under law and the credit institution's charter.
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11. Transfer of the right to buy shares, the right
to contribute capital by the State/SBV at a credit institution to another
organization or individual shall be carried out according to the method of
public auction or agreement according to the Government's regulations on
investment of state capital in enterprises and management and use of capital
and assets contributed to enterprises.
12. Annual financial plan of a credit institution
is classified into the following:
- Revenue and expense plan;
- Funding source and capital utilization plan;
- Labor and wage plan.
13. Financial rules of the credit institution;
amendments and supplements to its financial rules.
14. Private sale of shares to investors.
15. Policy for investment, purchase and sale of an
asset of a credit institution of which value accounts for at least 10% of the
charter capital of the credit institution stated in the latest audited financial
statement; policy to approve other contract and transaction of which value
accounts for at least 35% of total value of assets recorded in the latest
financial statement of the credit institution.
16. Policy for implementation of outward investment
projects of a credit institution.
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ĐT: (028) 3930 3279 DĐ: 0906 22 99 66
1. Charter, amendments and supplements to the
Charter.
2. Recruitment regime; wage, salary and bonus
package of the bank.
3. Objectives, assignments and business sectors or
industries; business reorganization, dissolution and application for bankruptcy
of the bank.
4. Business strategies, plans and investment and
development plans.
5. Any increase or decrease in charter capital;
amount of contributed capital of each member.
6. Policy for establishment, contribution of
capital, holding, increase and reduction of capital contributed by the
enterprise to a subsidiary.
7. Nomination for election, petition for dismissal,
removal from office, commendation and rewarding (except for in-house commendation
and rewarding activities), handling of violations of the President of the
Governing Board, members of the Governing Board, Inspectors; nomination for
appointment, petition for dismissal, conclusion of contracts, termination of
contracts with the General Director, Deputy General Director, Chief Accountant
of the bank; wages, salaries, bonuses and other interests or benefits of
members of the Governing Board, General Director, Deputy General Director,
Inspectors and Chief Accountant of the bank; the number of members of the
Governing Board, members of the Inspection Board and the Deputy General
Director of the bank.
8. Policy for purchase and sale of assets and entry
into a borrowing and lending contract of which value is equal to or greater
than 50% of the bank's charter capital or accounts for another percentage less
than the one prescribed in the bank’s charter.
9. Policy to take out foreign loans by the bank
under the authority of the General Meeting of Shareholders and the Governing
Board in accordance with law and the bank's charter.
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11. Transfer of the right to buy shares, the right
to contribute capital by the State/SBV at the bank to another organization or
individual shall be carried out according to the method of public auction or
agreement according to the Government's regulations on investment of state
capital in enterprises and management and use of capital and assets contributed
to enterprises.
12. Annual financial plan of the bank is classified
into the following:
- Revenue and expense plan;
- Funding source and capital utilization plan;
- Labor and wage plan.
13. Financial rules of the bank; amendments and supplements
to these financial rules.
14. Policy for implementation of outward investment
projects of the bank.
Article 24. Matters and
activities requiring representatives of portion of state capital contributed to
NAPAS to report to and consult with SBV prior to contribution of opinions,
voting or deciding at the General Meeting of Shareholders or the Governing
Board’s meeting
1. Charter, amendments and supplements to the
charter of the enterprise.
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3. Objectives, tasks and business sectors or
industries; business reorganization, dissolution and application for
bankruptcy.
4. Business strategies, plans and investment and
development plans.
5. Any increase or decrease in charter capital;
time and method of capital mobilization; types of shares and total number of
shares of each kind of which offering is authorized; redemption of over 10% of
total shares of each kind already sold.
6. Policy for establishment, capital contribution,
holding, increase and reduction of capital invested by the enterprise in its
subsidiaries; establishment, reorganization (split-up, split-off, consolidation
and merger) and dissolution of its branches and representative offices;
acquisition of other enterprises voluntarily participating as its subsidiaries
and associate companies.
7. Nomination for election, petition for dismissal,
removal from office, commendation and rewarding (except for in-house
commendation and rewarding activities), handling of violations of the President
of the Governing Board, members of the Governing Board, Inspectors; nomination
for appointment, petition for dismissal, conclusion of contracts, termination
of contracts with the General Director, Deputy General Director, Chief
Accountant of the enterprise; wages, salaries, bonuses and other interests or
benefits of members of the Governing Board, General Director, Deputy General
Director, Inspectors and Chief Accountant of the enterprise; the number of
members of the Governing Board, members of the Inspection Board and the Deputy
General Director of the enterprise.
8. Policy to take out foreign loans by enterprises
under the control of the General Meeting of Shareholders and the Governing
Board as per law and the enterprise's charter.
9. Policy on buying and selling assets and entry
into a borrowing and lending contract of which value is equal to or greater
than 50% of the enterprise's charter capital or accounts for another percentage
less than the one prescribed in the enterprise’s charter.
10. Annual report on financial situations,
distribution of profits, establishment and use of funds and share dividends.
11. Transfer of the right to buy shares, the right
to contribute capital by the State/SBV at the enterprise to another
organization or individual shall be carried out according to the method of
public auction or agreement according to the Government's regulations on
investment of state capital in enterprises and management and use of capital
and assets contributed to enterprises.
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- Revenue and expense plan;
- Labor and wage plan.
13. Financial rules of the enterprise; amendments
and supplements to these financial rules.
14. Private sale of shares to investors.
15. Policy for approval of a contract and
transaction of which value accounts for at least 35% of total value of assets
recorded in the latest financial statement of the enterprise.
16. Policy for implementation of outward investment
projects of the enterprise.
Section 3. REPORTING AND
CONSULTING REGIMES OF REPRESENTATIVES OF PORTION OF STATE CAPITAL
Article 25. Reporting regimes
of representatives of portion of state capital
1. General representatives shall submit periodic
reports to SBV as follows:
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b) Six-monthly and annual financial supervision
reports prescribed in the Decree No. 87/2015/ND-CP shall be submitted by July
20 and April 30 respectively.
c) Annual enterprise assessment and rating reports prescribed
in the Decree No. 93/2017/ND-CP and the Circular No. 12/2018/TT-BTC shall be
submitted by April 30 in the subsequent year (applicable to state-invested
credit institutions).
d) Six-monthly and annual reports on implementation
progress of projects for investment, construction and purchase of fixed assets
of enterprises, each of which has value equal to at least the amount of
investment of capital required for group-B projects shall be submitted by July
31 and January 31 in the subsequent year respectively.
d) The deadline for submission of the report on the
implementation progress of the 5-year plan (including the strategy, production
and business plan, investment and development plan) and the production and
business plan, annual financial plan of the enterprise according to regulations
in Decree 10/2019/ND-CP and Decree 115/2014/ND-CP (the report on the progress
in implementation of the assigned goals, tasks and targets, including the clear
analysis of restrictions and causes of non-implementation or poor
implementation of the plan; follow-up solutions to accomplishing the objectives
in the plan for the next period) shall be subject to the provisions of Article
6 in the Decree No. 115/2014/ ND-CP.
e) Reports on disgorgement and transfer of share
dividends to the state budget and SBV (enclosing relevant evidencing documents)
shall be submitted within 05 working days from the date of such disgorgement
and transfer.
g) Review reports on outward investment shall be
submitted under clause 2 of Article 9 in the Circular No. 36/2021/TT-BTC.
h) Other reports disclosure of information by
enterprises, each of which has more than 50% of charter capital held by the
State shall be submitted under the provisions of the Decree No. 47/2021/ND-CP.
i) Six-monthly and annual report on consolidation,
analysis and evaluation of operations of an enterprise and annual reports on
preliminary assessment of achievement of targets indicating effectiveness of
investment of state capital in enterprises shall be submitted by July 31 and
January 31 respectively.
2. Each representative of portion of state capital
shall assume the following responsibilities:
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b) The representative shall submit the six-monthly
and annual reports on assessment of his/her implementation progress and
activities by July 31 and January 31, respectively, to SBV. Each report should
contain the followings:
- Implementation of rights and responsibilities of
the representative; compliance of the representative with the guidelines,
guidelines and policies of the Party and legislation of the State, decisions
and directions of SBV.
- Reports and recommendations to SBV about
difficulties, problems, potential risks and appropriate solutions to handling
and eliminating difficulties and problems that enterprises face.
c) Make irregular reports under the provisions of
clause 3, 4 and 12 of Article 20 herein.
d) Make reports on self-assessment and assessment
of the representative according to SBV’s current regulations on the assessment
and categorization of civil servants, public employees, employees, executives
and representatives under SBV’s control.
3. General representatives shall be responsible for
making photocopies of the following documents and sending them to SBV after
they are issued:
a) Six-monthly and annual reports on governance of
the company’s operations (applicable to enterprises listed under law): By July
31 and January 31 in the subsequent year, respectively.
b) Resolution of the Governing Board regarding
matters or activities needing reports to or requests for opinions from SBV,
resolution of the annual and extraordinary General Meeting of Shareholders:
Within 15 working days after receipt of results of the vote taken under SBV's
instructions.
c) Important regulations of an enterprise that are
issued during the period (including Charter; financial rules and regulations;
regulations on organization and operation of the Board of Members/Governing
Board; regimes for recruitment, labor, wages, salaries and bonuses; in-house spending
rules and regulations; Regulations on investment and construction management of
an enterprise; Regulations on risk management and internal control; other
regulations upon SBV’s request): Within 15 working days after the date of
issuance.
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4. Report recipient: SBV (care of the head unit
referred to in Appendix hereto).
Article 26. Forms of reporting
on matters or activities requiring reports to and requests for opinions from
SBV prior to contribution of opinions/voting/decision
1. Matters or activities, including:
Representatives of portion of state capital shall
be responsible for submitting written reports to SBV and requesting SBV to give
its written opinions prior to contribution of opinions/voting/decision by the
Governing Board on matters or activities stated in Section 2 of Chapter III herein.
As for matters or activities requiring representatives of state capital portion
to report to and request opinions from SBV under the provisions of Section 2 of
Chapter III herein, the written request for opinions prepared and submitted by
the representative of portion of state capital shall be signed by all of
representatives of portions of state capital at the enterprise or by the
general representative, enclosing the meeting minutes that clarify opinions
from representatives of portions of state capital. In case where any
representative of portion of state capital is absent from the meeting, the
written request submitted to SBV must enclose opinions from absentees, except
in case of any force majeure event that takes place (SBV can consider collecting
opinions from representatives where necessary).
2. Reporting forms:
a) Reports made by the representative of portion of
state capital shall be made in writing and managed under regulations on
paperwork (sent via service of documents).
b) In urgent cases, in order to promptly deal with
work, fax, email and telephone can be used as a means of sending and processing
reports and requests for opinions on condition that written original copies
thereof must be sent to SBV for reporting purposes within no more than 03
(three) working days from the date of submission of requests for opinions for
management purposes according to regulations on archiving work.
c) For confidential information and documents, the
provision of information between the representative of portion of state capital
and SBV shall be subject to law currently in effect.
d) Recipient of reports/written requests for
opinions shall be SBV (care of the head unit referred to in Appendix hereto).
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a) Concerning any matter or activity requiring the
representative of portion of state capital to report and request opinions prior
to contribution of opinions or voting at the General Meeting of
Shareholders/General Meeting of Members, the representative shall send all required
documentation to SBV within the maximum time limit of 15 working day prior to
sending the notice of invitation to the meeting and materials required for use
in the General Meeting of Shareholders to all shareholders. In case where SBV
requests explanations and provision of further information, the representative
shall be responsible for providing additional information within 03 working
days of receipt of SBV’s request. In case where the representative fails to
submit all required documentation, explanations or additional information
within the aforesaid time limit, the representative is not allowed to vote and
request the Governing Board not to submit materials receiving none of SBV's
opinions to the General Meeting of Shareholders/General Meeting of Members.
b) As for any matter or activity requiring the
representative of portion of state capital to request SBV’s opinions as per
regulations hereof, if any issue arising in the meeting of the Governing Board
held upon request of the Executive Board/Board of Directors of an enterprise or
in the session of the General Meeting of Shareholders has not yet obtained
opinions from SBV, the representative can request the meeting to vote and
decide later.
Chapter IV
SUPERVISION AND
INSPECTION OF ACTIVITIES OF INVESTMENT, MANAGEMENT AND USE OF STATE CAPITAL
INVESTED IN ENTERPRISES
Article 27. Supervision
1. Activities involved in the supervision process:
These encompass activities of supervision of
investment, management and use of state capital invested in enterprises under
the Law on management and use of state capital invested in manufacturing and
business activities of enterprises; activities of supervision of investment of
state capital in enterprises, corporate financial supervision and supervision
of outward investment capital of enterprises under the Decree No.
87/2015/ND-CP; activities of financial supervision under the Decree No.
93/2017/ND-CP (applicable to credit institutions) and regulations herein.
2. Supervision methods:
a) Supervision before implementation: This is the
process of SBV’s reviewing, deciding/approving/giving opinions about
regulations and materials issues affecting manufacturing and business
activities of an enterprise, the midterm and long-term operational strategy,
plans and other matters under the provisions of Section 2 of Chapter II and
Section 2 of Chapter III herein.
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c) Supervision after implementation: This is the
process of SBV’s inspection of operating results of an enterprise through
financial, statistical and other reports under law and SBV’s regulations that
are submitted by a representative at an enterprise.
d) Indirect supervision: This process is carried
out through monitoring, consolidation and analysis of financial statements,
statistical reports, financial supervision reports, reports on progress in
implementation of office, authority and duties of representatives and other
information or reports submitted by representatives;
dd) Direct supervision: This process is carried out
through periodic inspection and examination conducted at enterprises on a
regular or irregular manner.
Article 28. Assignment on
performing supervision duties
1. SBV-controlled units designated as head units in
charge of respective assignments prescribed in the Appendix hereto shall be
responsible for performing tasks of supervision over several assigned duties
(including supervision before implementation, in-progress supervision,
supervision after implementation, direct supervision and indirect supervision).
2. Bank Supervision and Inspection Agency shall
serve as the head unit in charge of formulating Regulations on financial
supervision, assessing operational efficiency and determining particular
financial supervision targets (if any) prescribed in the Decree No.
87/2015/ND-CP for enterprises (except NMPF); shall send the Finance –
Accounting Department approved annual inspection plans that are integrated into
annual financial supervision plans of enterprises; shall actively provide
timely reports to the Finance - Accounting Department on any issue that arises
from operations of enterprises in order for the Department to promptly
recommend the Governor to instruct representatives to take actions.
3. Finance – Accounting Department shall serve as
the head unit in charge of general duties to supervise activities of
investment, management and use of state capital invested in enterprises,
including: Advising about and formulating Rules and Regulations on
Representatives; organizing annual meetings between SBV’s Management and
Representatives at enterprises; drawing up annual financial supervision plans
(including inspection and examination plans to be carried out at enterprises);
making reports on supervision of activities of investment, management and use
of state capital at enterprises (including supervision reports prescribed in
the Decree No. 87/2015/ND-CP and other reports as per legislative regulations)
that are carried out by enterprises under SBV's control and sending them to
relevant Ministries and authorities.
Chapter V
ASSESSMENT, RANKING,
COMMENDATION, REWARDING AND HANDLING OF VIOLATIONS FOR REPRESENTATIVES
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1. On a yearly basis, SBV shall consult results of
manufacturing and business activities of enterprises and targets that they are
assigned to achieve to assess and rank representatives.
2. Assessment, ranking, commendation, rewarding and
disciplinary actions towards representatives shall be subject to the
Government’s regulations on management of persons holding titles, positions and
representatives of portions of state capital invested in enterprises and
Governor’s regulations on assessment and rating of civil servants and public
employees, employees and representatives under SBV's management.
Article 30. Handling of
violations
1. SBV shall apply methods of handling violations
under their authority to representatives if they violate the following
regulations:
a) Fail to carry out or improperly or inadequately
carry out obligations and responsibilities of a representative (regardless of
whether damage is incurred or not), especially in cases where the
representative does not seek opinions or solicits opinions from SBV but voting,
deciding or giving opinions in breach of SBV’s instructions with respect to any
matter or activity about which SBV must be consulted in accordance with these
Regulations.
b) Decide ultra vires or without authorization to
the extent of damaging enterprises and legitimate interests and benefits of the
State/SBV.
c) Fail to submit, submit incomplete or untimely
reports as prescribed in Articles 15 and 25 of these Regulations, and receive
written criticisms and warnings from the Governor three or more times; submit
unfaithful and incomplete reports on the efficiency of investment of state
capital in enterprises.
2. Manners of handling of violations
a) Dismiss them from the position of an executive
of a state-owned enterprise/terminate their office as a representative of portion
of state capital, and/or apply disciplinary actions in accordance with labor
law and SBV's regulations on representatives.
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Article 31. Liability for
compensation for material damage
1. If any representative commits any violation
against law or any violation pertaining to a representative’s obligations to
the material detriment of legitimate rights and interests of the State/SBV at
enterprises, he/she shall be responsible for paying compensation, returning
material objects and taking action under law and SBV's regulations.
2. If it is discovered that any representative
causes material damage to legitimate rights and interests of the State/SBV at
enterprises, SBV shall set up a Council on Response to Compensation and
Returning Liability as per law and SBV's regulations. In case where the
representative deliberately fails to discharge their compensation or returning
obligations, he/she shall be sued in the court having appropriate jurisdiction
as per law.
3. After termination of office as a representative,
the representative shall remain to bear liability for any material damage that
the representative causes when he/she is in office.
Chapter VI
ASSIGNMENT WITHIN SBV ON
IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF REPRESENTATIVES OF STATE
OWNERSHIP INTERESTS IN ENTERPRISES
Article 32. Assignment within
SBV’s Leadership
The Governor and the Deputy Governors shall be
vested with authority to consider deciding on matters or activities that require
representatives to report to, and receive opinions from SBV as prescribed in
these Regulations in the appropriate scope of work and are managed by assigned
head units under SBV’s decision on assignment within SBV’s Leadership, except
the followings falling under the decision-making authority of SBV’s Leadership,
including:
1. Policy for investment in capital construction,
lease, purchase and sale of assets of enterprises under SBV’s control with the
investment value at least equal to the amount of group-A investment capital in
accordance with the Law on Public Investment.
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3. Enterprise’s business strategy or plan and
capital investment plan to be executed within the minimum period of 5 years.
4. Issues relating to reinforcement of the
organizational apparatus; succession planning, training, coaching, appointment,
reappointment, dismissal, suspension of office, dispatch, transfer,
commendation, rewarding, disciplining and implementation of regimes and
policies, etc. for executive titles of enterprises, subject to regulations on
decentralization of authority over personnel management of SBV.
5. Other matters or activities falling in the cases
where Deputy Governors consider that they must be represented to the Governor
to seek his decision or opinions from SBV’s Leadership.
Article 33. Assignments given
SBV-controlled functional units acting as head units to advise SBV’s Governor
about implementing authority and responsibilities in the role of the
representative of state ownership interests in enterprises under SBV’s control
Assignments of SBV-controlled functional units
acting as head units in charge of advising SBV’s Governor about implementing
authority and responsibilities in the role of the representative of state
ownership interests in enterprises shall be subject to regulations laid down in
the Appendix hereto.
Article 34. Responsibilities
of head units and SBV-controlled units
1. Head units referred to in the Appendix hereto
shall assume the following responsibilities:
a) Assume responsibility for cooperating with
relevant units in performing the tasks assigned by the Governor. Formulate and
seek the Governor’s approval of issuing instructional documents and sample
reports of representatives carrying out obligations to report to and request
opinions from the owner in accordance with regulations laid down in legal
normative documents currently in effect where necessary.
b) Counsel and recommend SBV’s Leadership to
consider officially approving and giving their opinions in reply to
representatives about matters or activities requiring representatives to
request opinions prior to voting or granting decision/consent regarding issues
at the General Meeting of Shareholders, the Board of Members/Governing Board at
enterprises. When handling issues falling within the tasks and powers of other
units, head units may submit written requests for opinions from relevant
functional units to take them into account to take actions against these issues
under respective jurisdiction. Each written request should clarify matters or
activities requiring requests for opinions. In case where head units submit
requests for opinions from SBV-controlled units, but receive no sufficient or
timely response, they should report to SBV's Leadership for their consideration
before issuing decisions.
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d) Perform several other jobs related to management
and use of state capital invested in business activities of enterprises in
accordance with current regulations and within their assigned duties stated
herein.
2. SBV-controlled units
Within the scope of their assigned functions and
duties, other SBV-controlled units shall assume the following responsibilities:
a) Actively and proactively cooperate with head
units in addressing issues that arise in order to ensure promotion of SBV’s
roles and responsibilities for implementation of rights and responsibilities of
representatives of state ownership interests in enterprises: When being
requested to give opinions, collaborate with head units on giving all opinions
about issues falling under their respective powers and duties in which
viewpoints about these issues should be clarified; or actively submit opinions
to head units so that they can collect them before dealing with issues falling
under their respective powers and duties. Where necessary, relevant units must
actively report to the in-charge Deputy Governor before sending them to head
units in order for them to integrate them into the report to the Governor.
b) Provide information at the request of head units
to deal with issues related to implementation of rights and responsibilities of
the representative of state ownership interests in enterprises under SBV's
control. Provided information should be faithful, impartial, accurate, adequate
and timely.
Chapter VII
IMPLEMENTATION
PROVISIONS
Article 35. Grandfather
clauses
1. For any matter or activity on which
representatives are reporting and requesting opinions from SBV under
Regulations annexed to the Decision No. 2678/QD-NHNN dated December 30, 2019,
if it is not classified as the one requiring opinions under these Regulations,
representatives shall actively contribute opinions, vote and decide at the
General Meeting of Shareholders/General Meeting of Members, meetings of the
Governing Board/Board of Members as prescribed in clause 2 of Article 9 and
clause 1 of Article 19 herein, and shall take sole responsibility according to
law.
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a) As for matters or activities that are related to
long-term operational orientation of enterprises and that it takes long time to
deal with (cooperation between ministries or authorities may be required) or
assignments that are newly accepted/on which opinions are newly requested or
that are not submitted to SBV’s Leadership, head units referred to in the
Regulations annexed to the Decision No. 2678/QD-NHNN shall hand all relevant
(written) documents over to units appropriately assigned to handle them under
these Regulations, including: Charter; development strategy; midterm business,
investment and development plan; investment, increase or reduction in capital
invested by an enterprise in its subsidiaries, associate companies (including
plan for reorganization of enterprises having investment capital of a parent
company which is a state enterprise); increase in charter capital.
b) As for matters or activities that are short-term
and in process, head units dealing with them under the Regulations annexed to
the Decision No. 2678/QD-NHNN shall continue to do so until all work is
completed.
Article 36. Implementation
1. Finance – Accounting Department, Bank
Supervision and Inspection Agency, Personnel and Organization Department, other
relevant departments or authorities shall, within their duties and authority
assigned and delegated under these Regulations, assume responsibility for duly
implementing regulations laid down herein.
2. If written documents used as references herein
are subject to any revision or change, new versions thereof shall prevail.
3. In the course of implementation of this
Decision, if there is any difficulty that arises, relevant units should
promptly send written feedbacks to the Finance – Accounting Department in order
for them to integrate them into a report to the Governor for his review and
possible solutions./.
APPENDIX
ASSIGNMENTS OF SBV-CONTROLLED FUNCTIONAL UNITS ON
ADVISING SBV’S GOVERNOR ABOUT IMPLEMENTING AUTHORITY AND RESPONSIBILITIES IN
THE ROLE OF THE REPRESENTATIVE OF STATE OWNERSHIP INTERESTS (To the
Decision No. 1500/QD-NHNN dated September 20, 2021 of SBV’s Governor, issuing
Regulations on representatives of direct owners, representatives of portions of
state capital paid in credit institutions, financial institutions and
enterprises under the control of State Bank of Vietnam)
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Description
Head unit
I
Wholly state-owned credit
institutions
1
Matters or activities subject to the requirement
whereunder the representative of direct owner is obliged to report to and
seek decisions/consents/opinions from SBV as per Article 11 herein
1.1
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Bank Supervision
and Inspection Agency
1.2
Financial rules; amendments and supplements to
financial rules
Finance –
Accounting Department
1.3
Decision on reorganization, transfer of
ownership, dissolution and application for bankruptcy.
Bank Supervision
and Inspection Agency
1.4
Decision on assessment, succession planning,
appointment, reappointment, dispatch, transfer, acceptance of resignation,
discharge and retirement of the President and members of the Board of
Members, Inspectors; decision/approval of succession planning, appointment,
reappointment, dispatch, transfer, acceptance of resignation, discharge and
retirement of the General Director; decision/opinion on appointment of the
Deputy General Director, the Chief Accountant of a credit institution.
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1.5
Decision on disciplining, wages, salaries,
remuneration, bonuses and other benefits of the President, members of the
Board of Members or Inspectors; approval of disciplining of the General
Director; decision on the annual wage and salary fund for executives and
inspectors.
Personnel and
Organization Department
1.6
Decision/approval of commendation and rewarding
for the President and members of the Board of Members, Inspectors and General
Director.
Emulation -
Rewarding Department
1.7
Decision on the policy for establishment of a new
subsidiary of which 100% of equity is held by a credit institution; the
policy for contribution of new capital, establishment of a new domestic and
foreign enterprise existing in the form of a multiple-member limited
liability company, joint-stock company, foreign-invested company; the policy
for acquisition of a joint-stock company, multiple-member limited liability
company as a subsidiary or associate company of the credit institution; the
policy for investment of additional capital or discontinuation of investment
of additional capital in a subsidiary and associate company.
Bank Supervision
and Inspection Agency
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Decision on the policy for contribution of
capital, increase or decrease in contributed capital, transfer of capital
invested in a joint stock company or a multiple-member limited liability
company; decision on the transfer of capital invested by a credit institution
in a joint stock company or a multiple-member limited liability company which
is issued in the case where value of transferred capital is less than book
value in an enterprise after use of the provision against loss of investment.
Bank Supervision
and Inspection Agency
1.9
Decision on policies for outward investment of a
credit institution as per Article 29 in the Law No. 69/2014/QH13.
Bank Supervision
and Inspection Agency
1.10
Consent to allowing the Board of Members to
decide contracts to lease, mortgage and hypothecate the asset of a credit
institution that has its value greater than the amount that the Board of
Members is authorized to decide in accordance with Article 23 in the Law No.
69/2014/QH13 and Article 26 in the Decree No. 91/2015/ND-CP; consent to
allowing the Board of Members to decide contracts to rent the asset of the
credit institution that has its value greater than the amount allocated under
the authority delegated to the Board of Members as per the Law No. 69 and
other instructions of the Government.
- Finance – Accounting Department acts as the
head unit in charge of any asset that does not fall in the information
technology sector.
- Information Technology Department acts as the
head unit in charge of any asset that falls in the information technology
sector.
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Approval of the strategy, business plan and
five-year investment and development plan
Bank Supervision
and Inspection Agency
1.12
Approval of the amount of charter capital of a
credit institution (even including adjustments in its charter capital during
its operation).
Finance – Accounting
Department
1.13
Consent to the project for investment,
construction, purchase and sale of fixed assets, the plan for liquidation and
assignment of fixed assets of which value is greater than the amount that the
Board of Members is authorized to decide as per Article 24 of Law No. 69 and
Article 27 of the Decree No. 91/2015/ND-CP (except those assets falling in
the information technology sector).
- Finance – Accounting Department acts as the
head unit in charge of any asset or project that does not fall in the
information technology sector.
- Information Technology Department acts as the
head unit in charge of any asset or project that falls in the information
technology sector.
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Approval of intracorporate investment projects of
a credit institution, each of which has value greater than the amount that
the Board of Members is allowed to decide as per Article 28 in the Law No.
69.
Bank Supervision
and Inspection Agency
1.15
Approval of financial statements, plans for
distribution of profits or creation of annual funds of credit institutions.
Finance –
Accounting Department
1.16
Approval of plans for mobilization of funds from
foreign organizations and individuals.
Foreign Exchange
Management Department
1.17
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- Finance – Accounting Department acts as the
head unit advising them about submitting reports on this to the Governor.
- Bank Supervision and Inspection Agency:
Evaluating business targets: Total asset, capital mobilization, outstanding credit
balance; bad or doubtful debt ratio
1.18
Annual financial plans
- Finance – Accounting Department acts as the
head unit advising them about submitting reports to the Governor. Departments
and authorities cooperate as follows:
- Bank Supervision and Inspection Agency:
Evaluating business targets (e.g. revenue, expenses and provisions for credit
risk).
- Personnel and Organization Department:
Evaluating wage costs.
- Information Technology Department: Evaluating
expenses for information technology assets.
1.19
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Personnel and
Organization Department
2
Setting targets for assessment of performance and
rating of credit institutions; assessing performance of credit institutions
and rating credit institutions
Finance –
Accounting Department
3
Disclosing information about credit institutions,
supervising disclosure of information about credit institutions prescribed in
the Decree No. 47/2021/ND-CP.
Finance –
Accounting Department
4
Acting as the primary contact for receipt of
reports from representatives as per Article 15 herein (including ad-hoc
reports)
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5
Acting as the head unit in charge of financial
supervision prescribed in Article 27 and 28 herein.
Finance –
Accounting Department
6
Monitoring the progress in implementation of
office, authority and duties of representatives (annual working programs;
processing and consolidating periodic reports of representatives for
reporting to the Governor; holding periodic meetings with representatives,
etc.)
Finance –
Accounting Department
7
Issuing Operating Rules and Regulations of the
Inspection Board and Inspectors at credit institutions; monitoring, supervising,
assessing, consolidating and handling work related to activities, management
and policies of the Inspection Board and Inspectors (according to regulations
laid down in the Decree No. 47/2021/ND-CP)
Bank Supervision
and Inspection Agency
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Deposit Insurance of
Vietnam
1
Matters or activities subject to the
requirement whereunder the representative of direct owner is obliged to
report to and seek decisions/consents/opinions from SBV as per Article 12
herein
1.1
Approving Charter; amendments and supplements to
Charter.
Bank Supervision
and Inspection Agency
1.2
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Bank Supervision
and Inspection Agency
1.3
Decision on appointment, reappointment, dispatch,
transfer, acceptance of resignation, discharge, rewarding, disciplining and
retirement of the President of the Governing Board.
Personnel and
Organization Department
1.4
Decision on approval of the amount of charter
capital (including approval of adjustments in charter capital during the
operating process).
Finance –
Accounting Department
1.5
Approval of the business plan and five-year
development investment plan.
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1.6
Strategy for development of Deposit Insurance of
Vietnam.
Bank Supervision
and Inspection Agency
1.7
Decision on assessment of the President of the
Governing Board; decision on succession planning of the President of the
Governing Board after receipt of opinions from the Ministry of Home Affairs;
decision on assessment, succession planning, appointment, reappointment,
dispatch, transfer, acceptance of resignation, discharge and retirement of
members of the Governing Board and Inspectors; decision/approval of
succession planning, appointment, reappointment, dispatch, transfer,
acceptance of resignation, discharge and retirement of the General Director,
and decision/opinion on appointment of the Deputy General Director, the Chief
Accountant.
Personnel and
Organization Department
1.8
Decision on disciplining, wages, salaries,
remuneration, bonuses and other benefits of members of the Governing Board or
Inspectors; approval of disciplining of the General Director; decision on the
annual wage and salary fund for executives and inspectors.
Personnel and
Organization Department
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Decision on commendation, rewarding members of
the Governing Board or Inspectors; approval of rewarding and commendation for
the General Director.
Emulation - Rewarding
Department
1.10
Consent to allowing the Governing Board to decide
contracts to lease, mortgage and hypothecate the fixed asset of DIV that has
its value greater than the amount that the Governing Board is authorized to
decide in accordance with Article 23 in the Law No. 69 and Article 26 in the
Decree No. 91/2015/ND-CP; consent to allowing the Governing Board to decide
contracts to rent the asset of DIV that has its value greater than the amount
that the Governing Board is authorized to decide as per the Law No. 69 and
other instructions of the Government.
- Finance – Accounting Department acts as the
head unit (except in case of assets or projects falling in the information
technology sector)
- Information Technology Department acts as the
head unit in charge of any asset or project that falls in the information
technology sector.
1.11
Consent to the project for investment,
construction, purchase and sale of the fixed asset, the plan for liquidation
and assignment of the fixed asset of which value is greater than the amount
that the Governing Board is authorized to decide as per Article 24 of Law No.
69 and Article 27 of the Decree No. 91/2015/ND-CP.
1.12
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Bank Supervision
and Inspection Agency
1.13
Approval of plans for mobilization of funds from
foreign organizations and individuals.
Foreign Exchange Management
Department
1.14
Approval of intracorporate investment projects of
the enterprise, each of which has its value greater than the amount that the
Board of Members is authorized to decide as per Article 28 in the Law No. 69.
Bank Supervision
and Inspection Agency
1.15
Approval of annual financial statements, plans
for treatment of the difference between revenue and expenditure of DIV.
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1.16
Decision on the organization structure of DIV;
approval of the policy for establishment, reorganization and dissolution of
branches, representative offices and dependent accounting units according to
the provisions of law.
Bank Supervision
and Inspection Agency
1.17
Approval of annual business plans.
Finance –
Accounting Department
1.18
Annual financial plans
- Finance – Accounting Department acts as the
head unit advising DIV about the report on this to the Governor. Departments
cooperate as follows:
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- Personnel and Organization Department:
Evaluating wage costs.
- Information Technology Department: Evaluating
expenses for information technology assets.
1.19
Approving/offering opinions about annual labor
and wage plans.
Personnel and Organization
Department
2
Setting targets for assessment of performance and
rating of the enterprise; assessing performance of the enterprise and rating
the enterprise.
Finance –
Accounting Department
3
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Finance –
Accounting Department
4
Acting as the primary contact for receipt of
reports from representatives as per Article 15 herein (including ad-hoc
reports)
Finance –
Accounting Department
5
Acting as the head unit in charge of financial
supervision prescribed in Article 27 and 28 herein.
Finance –
Accounting Department
6
Monitoring the progress in implementation of
office, authority and duties of representatives at DIV (annual working
programs and plans; processing and consolidating periodic reports of
representatives for reporting to the Governor; holding periodic meetings with
representatives, etc.)
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7
Issuing Operating Rules and Regulations of the
Inspection Board and Inspectors at DIV; monitoring, supervising, assessing,
consolidating and handling work related to activities, management and
policies of the Inspection Board and Inspectors (according to regulations
laid down in the Decree No. 47/2021/ND-CP).
Bank Supervision
and Inspection Agency
III
NMPF
1
Matters or activities subject to the
requirement whereunder the representative of direct owner is obliged to
report to and seek decisions/consents/opinions from SBV as per Article 13
herein
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Charter, amendments and supplements to the
charter of the enterprise.
Finance –
Accounting Department
1.2
Financial rules of the enterprise; amendments and
supplements to these financial rules.
Finance – Accounting
Department
1.3
Decision on reorganization, transfer of
ownership, dissolution and application for bankruptcy.
Finance –
Accounting Department
1.4
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Personnel and
Organization Department
1.5
Decision on disciplining, wages, salaries,
remuneration, bonuses and other benefits of the President, members of the
Board of Members or Inspectors; approval of disciplining of the General
Director of the enterprise; decision on the annual wage and salary fund for
executives and inspectors.
1.6
Decision/approval of commendation and rewarding
for the President and members of the Board of Members; approval of
commendation and rewarding for the General Director.
Emulation -
Rewarding Department
1.7
Decision on the policy for establishment of a new
subsidiary of which 100% of equity is held by the enterprise; the policy for
contribution of new capital, establishment of a new domestic and foreign
enterprise existing in the form of a multiple-member limited liability
company, joint-stock company or foreign-invested company; the policy for
acquisition of a joint-stock company, multiple-member limited liability
company as its subsidiary or associate company of the enterprise; the policy
for investment of additional capital or discontinuation of investment of
additional capital in a subsidiary and associate company.
Finance –
Accounting Department
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ĐT: (028) 3930 3279 DĐ: 0906 22 99 66
Decision on the policy for contribution of
capital, increase or decrease in contributed capital, transfer of capital invested
in a joint stock company or a multiple-member limited liability company;
decision on the transfer of capital invested in a joint stock company or a
multiple-member limited liability company which is issued in the case where
value of transferred capital is less than book value in an enterprise after
use of the provision against loss of investment.
Finance –
Accounting Department
1.9
Consent to allowing the Board of Members to
decide contracts to lease, mortgage and hypothecate the asset of the enterprise
that has its value greater than the amount that the Board of
Members/Governing Board or company’s President is authorized to decide in
accordance with Article 2B in the Law No. 69 and Article 26 in the Decree No.
91/2015/ND-CP; consent to allowing the Board of Members to decide contracts
to rent the asset of the enterprise that has its value greater than the
amount that the Board of Members is authorized to decide as per the Law No.
69 and other instructions of the Government, or that has its value accounting
for another percentage less than as prescribed in the enterprise’s Charter.
- Finance – Accounting Department acts as the
head unit (except in case of assets falling in the information technology
sector)
- Information Technology Department acts as the
head unit in charge of any asset that falls in the information technology
sector.
1.10
Approval of the development strategy.
Issue and Vault
Department
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Approval of the amount of charter capital (even including
adjustments in charter capital during the operating process).
Finance –
Accounting Department
1.12
Approval of the capital mobilization plan for
each project with the amount of mobilized funds which is greater than the
amount prescribed in point a of clause 3 of Article 23 in the Law No. 69, or
which accounts for another percentage less than the one prescribed in the
Charter; the plan for mobilization of capital from foreign entities or
persons.
Finance –
Accounting Department
1.13
Consent to the project for investment,
construction, purchase and sale of the fixed asset, the plan for liquidation
and assignment of the fixed asset or the intracorporate investment project of
which value is greater than the amount that the Board of Members is authorized
to decide as per Article 24 and 28 in the Law No. 69 and Article 27 in the
Decree No. 91/2015/ND-CP.
- Finance – Accounting Department acts as the
head unit (except in case of assets or projects falling in the information
technology sector)
- Information Technology Department acts as the
head unit in charge of any asset or project that falls in the information
technology sector.
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Approval of financial statements, annual plans
for profit distribution and creation of funds.
Finance –
Accounting Department
1.15
Consent to the policy for establishment,
reorganization and dissolution of branches, representative offices and
dependent accounting units according to the provisions of law (if any).
Finance –
Accounting Department
1.16
Approval of the business plan and the five-year
development investment proposal; the annual business plan.
Finance –
Accounting Department
1.17
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ĐT: (028) 3930 3279 DĐ: 0906 22 99 66
Finance –
Accounting Department acts as the head unit in charge of reviewing; Personnel
and Organization Department cooperates in reviewing wage costs
1.18
Approving/offering opinions about annual labor
and wage plans.
Personnel and
Organization Department
2
Setting targets for assessment of performance and
rating of the enterprise; assessing performance of the enterprise and rating
the enterprise.
Finance –
Accounting Department
3
Disclosing information, supervising disclosure of
information about NMPF as prescribed in the Decree No. 47/2021/ND-CP.
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4
Acting as the primary contact for receipt of
reports from representatives as per Article 15 herein
Finance –
Accounting Department
5
Acting as the head unit in charge of financial
supervision prescribed in Article 27 and 28 herein.
Finance –
Accounting Department
6
Monitoring the progress in implementation of
office, authority and duties of representatives at NMPF (e.g. annual
working plans and programs; processing and consolidating periodic reports of
representatives for reporting to the Governor; holding periodic meetings with
representatives, etc.)
Finance –
Accounting Department
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ĐT: (028) 3930 3279 DĐ: 0906 22 99 66
Issuing Operating Rules and Regulations of the
Inspection Board and Inspectors at NMPF; monitoring, supervising, assessing,
consolidating and handling work related to activities, management and
policies of the Inspection Board and Inspectors (according to regulations
laid down in the Decree No. 47/2021/ND-CP).
Finance –
Accounting Department
IV
VAMC
1
Matters or activities subject to the
requirement whereunder the representative of direct owner is obliged to
report to and seek decisions/consents/opinions from SBV as per Article 14
herein
1.1
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Bank Supervision
and Inspection Agency
1.2
Financial rules; amendments and supplements to
these financial rules.
Finance –
Accounting Department
1.3
Decision on reorganization, transfer of
ownership, dissolution and application for bankruptcy.
Bank Supervision
and Inspection Agency
1.4
Decision on assessment, succession planning,
appointment, reappointment, dispatch, transfer, acceptance of resignation,
discharge and retirement of the President and members of the Board of
Members, Inspectors; decision/approval of succession planning, appointment, reappointment,
dispatch, transfer, acceptance of resignation, discharge and retirement of
the General Director; consent/opinion on appointment as the Deputy General
Director, the Chief Accountant.
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1.5
Decision on disciplining, wages, salaries,
remuneration, bonuses and other benefits of the President, members of the
Board of Members or Inspectors; approval of disciplining of the General
Director; decision on the annual wage and salary fund for executives and
inspectors.
Personnel and
Organization Department
1.6
Decision/approval of commendation and rewarding
for the President and members of the Board of Members; approval of
commendation and rewarding for the General Director.
Emulation -
Rewarding Department
1.7
Decision on the policy for establishment of a new
subsidiary of which 100% of equity is held by VAMC; the policy for
contribution of new capital, establishment of a new domestic and foreign
enterprise existing in the form of a multiple-member limited liability
company, joint-stock company or foreign-invested company; the policy for
acquisition of a joint-stock company, multiple-member limited liability
company as its subsidiary or associate company; the policy for investment of
additional capital or discontinuation of investment of additional capital in
its subsidiary and associate company.
Bank Supervision
and Inspection Agency
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ĐT: (028) 3930 3279 DĐ: 0906 22 99 66
Decision on the policy for contribution of
capital, increase or decrease in contributed capital, transfer of capital
invested in a joint stock company or a multiple-member limited liability
company; decision on the transfer of capital invested in a joint stock
company or a multiple-member limited liability company which is issued in the
case where value of transferred capital is less than book value in an
enterprise after use of the provision against loss of investment.
Bank Supervision
and Inspection Agency
1.9
Decision on the policy for outward investment
under the provisions of Article 29 in the Law on management and use of state
capital invested in production and business activities of enterprises.
Bank Supervision
and Inspection Agency