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No.166/QD-NH5 The Socialist Republic of Vietnam
Independence-freedom-Happiness
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Hanoi, August 10th, 1994
- Pursuant to the law on the organization of the Government dated 30 September 1992.
- Pursuant to the law on Company and other legal documents providing guidance's for the implementation of this law.
- Pursuant to ordinance on the State Bank of Vietnam, Ordinance on Banking, credit cooperative and financial company issued under the orders of the chairman of the State Council No 37-LCT/HDNN8 and 38-LCT/HDNN8 dated 24 May 1990.
- Pursuant to Decree of the Government No. 15/CP dated 02 March 1993 on duties, power and responsibilities for state management of Ministries and Ministry - ranking bodies.
- At the request of the Head of financial Regulations Department.
Article 1.
To promulgate hereby in attachment to this Decision "Regulation on the organization and operation of the Management Board, the Controller, the Manager of the Joint Stock Commercial Banks, Joint Stock financial Companies".
Article 2.
This Decision shall go into effect from the signing date and be the substitute for those terms of Decision No. 282/QD-NH5 dated 16 December 1992 of the State Bank governor that concern the organization and operation of Management board and controller.
Article 3.
The chief of Administrative bureau, the Head of financial Regulations Department, the head of the concerned units of the Central State Bank, the heads of the city or provincial branches of State Bank, the presidents of the Management Board of the Joint S tock Commercial Banks, Joint Stock financial Companies shall be responsible for the implementation of this Decision.
The State Bank Governor
CAO SY KIEM (Signed)
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THE STATE BANK THE SOCIALIST REPUBLIC Of VIETNAM Of VIETNAM Independence-freedom-Happiness htmlhtmlhtmlhtml---
REGULATIONS ON THE ORGANIZATION AND OPERATION Of THE MANAGEMENT BOARD , THE CONTROLLER AND THE MANAGER Of THE JOINT - STOCK COMMERCIAL BANKS, JOINT - STOCK fiNANCIAL COMPANIES (PROMULGATED IN COMPLIANCE WITH DECISION NO. 166/QD -NH5 DATED 10 AUGUST 1994 Of THE STATE BANK GOVERNOR)
Chapter I GENERAL PROVISIONS
Article 1:
1.1- The Management Board is an administrative body, operating in the period between two successive shareholders (or representative shareholders) general meetings of a Joint-stock Commercial Bank, Joint-stock financial Company.
1.2- The Management Board is composed of from 3 to 12 members, appointed or dismissed by the majority of votes in a direct vote or election held at the shareholders general meeting.
1.3- The chairman or vice-chairmen of the management board are appointed or dismissed by the majority of votes of the management board's members through a direct vote or election.
In case of 2 or more vice-chairmen, the 1st vice-chairman must also be appointed by voting.
Article 2:
2.1- The controllers are those who shall be on behalf of the shareholders to control all business, administrative and managerial operations of the Join-stock financial company in the period between two successive shareholders general mee tings.
2.2- There may be from 2 to 5 controllers, appointed or dismissed by the majority of votes in a secret and direct vote held at the shareholders general meeting.
2.3- The chief controller is appointed or dismissed by the majority of votes of the controllers through a direct election or vote.
Article 3:
3.1- The director general (the Director) is a person who assumes the direction of daily business operation of a joint-stock commercial Bank, joint-stock financial company.
3.2- the director general (the director) is appointed or dismissed by the management board.
Article 4:
4.1- The posts of chairman, vice-chairmen and the members of the Management board; the chief controller and controllers; the Director general (the director), after being elected or appointed, must be approved by the Governor of the State Bank a nd only then they have juridical effect.
4.2- In waiting for being approved by the Governor of the State Bank, the Joint-stock commercial Bank, Joint-stock financial company and those who have been elected for the posts mentioned in point 4.1 of this article must comply with the terms of article 14, 24 and 33 of this Regulations.
Article 5:
The following persons: wife, husband, the relatives in the direct line of descent (within 3 generations) sibling brother or sisters of the wife (or husband); the shareholder representative of legal share holder entities which are the su bsidiaries of the same company are not allowed simultaneously to hold or entrust the others to hod the posts in each group of:
5.1- Chairman, vice-chairman, member of the Management board, controller, director general (director), vice-director general (vice-director) chief accountant of the head office.
5.2- Chairman, vice-chairman, director general (director) vice-director general (vice-director), branch director.
5.3- Director, vice director, chief accountant of the branches or the jurisdictional units
Article 6:
6.1- The status of the management board's member, the controller shall naturally be canceled in cases of:
6.1.1/ Being out of one's mind or dead
6.1.2/ Legal shareholder entities whose legal status were revoked
6.1.3/ The revocation of the status of the representative of the legal shareholder entities
6.1.4/ The violation of Article 6 and 7 of the Law on Company or one of 4 items, noted in Article 16 of the ordinance on Banking, Credit Cooperatives and financial companies
6.2- The status of the manager shall naturally be canceled in cases of:
6.2.1/ Being out of one's mind for dead
6.2.2/ The violation of Article 6 and 7 of the Law on Company or one of 4 items, noted in Article 16 of the Ordinance on Banking, Credit Cooperatives and financial Companies.
6.3- The previously approved by the governor of the State Bank posts of those, whose status were naturally revoked as mentioned above, shall be automatically out of juridical effect.
6.4- Cases, mentioned in points 6.1, 6.2 of this article musts be reported in written by the management board of the joint stock commercial bank, joint-stock financial company to the branch of State Bank and settled in compliance with the terms, mentioned in articles 16, 17, 26 and 32 of this regulations to avoid the interruption of work.
Article 7:
Based on the provisions mentioned in item 1, 2 Article 1, item 2.2 Article 2, article 9 item 11.8.2 article 11, item 16.2 article 16, article 17, item 26.2, article 26, article 27.2.7 article 27 of this Regulations, the join-stock Bank, join t-stock financial Company shall fix concrete data concerned and noted them in the respective charter.
Chapter II THE MANAGEMENT BOARD
Item I: POWER AND OBLIGATIONS Of THE MANAGEMENT BOARD
Article 8:
8.1- The management board has the right to be on behalf of the Joint-stock commercial Bank, joint-stock financial company to make decision on the issues related to the aims and interests of the joint-stock Bank, Joint-stock company (ex cluding the issues that fall between the competence of the shareholders general meeting)
8.2- The management board is responsible to the shareholders general meeting for the followings:
8.2.1/ Administering the Joint-stock bank, joint-stock financial company in compliance with the State Laws, ordinances on banking as well as the charter and resolutions of the shareholders general meeting
8.2.2/ Referring the followings to the shareholders general meeting for making decision:
a) Organizing mechanism, regulations on the staff, the pay-roll , salary fund
b) Business operation orientation, resources mobilization
c) Increasing or decreasing of the prescribed capital, assigning of share funds
d) Projects for the implementation of external transaction and for the development of international relations
e) Alternatives to building and equipping of physical technological basic.
8.2.3/ Referring to the shareholders general meeting the report on the activities of the management board, the obtained results of business operation, annual balance-sheet, variants of profit distribution and dividend allotment.
8.2.4/ fixing between the limit stipulated by the Governor of the State Bank, the followings:
a) Concrete interest rate of the deposits and loans
b) Commission rates, fees and fines imposed on all transactions.
8.2.5/ fixing the deduction, to the funds under Bank's or company's authority, the allotment of dividend and the way of utilizing the funds in accordance with the resolution of the shareholders general meeting.
8.2.6/ Appointing or dismissing the director general (the director) vice director general (vice director) chief accountant of the head office and the branch director.
8.2.7/ Supervising the management of the Director general(the director) considering all legal actions concerning the joint-stock commercial bank or joint-stock financial company.
8.2.8/ Putting forward the proposal for the amendment of and addition to the charter
8.2.9/ Making decision on holding the shareholders general meeting
8.2.10/ Being responsible for any violation of the laws, the charter and wrong management, resulting in losses to the joint-stock commercial bank, joint-stock financial company.
8.2.11/ Making decision on salaries and bonus to the director general (the director) vice director general (vice director).
If the chairman of the Management board is holding concurrently the post of director general, the salary of the director general will be decided by the shareholders general meeting
8.2.12/ Considering the incorrect actions of the director general (the director), vice director general (vice director) that resulted in loosed to the joint-stock commercial Bank, joint-stock financial company and taking necessary measures to cover the consequences.
8.2.13/ Making decision on loans given to the objects which are stipulated by item 2, article 30 of the Ordinance on Banking, credit cooperatives and financial Company.
8.2.14/ Considering and approving the guaranties and mortgages the joint-stock commercial Bank, joint-stock financial company answer for that are under the competence of the Management board and at the request of the director genera l (The Director)
8.2.15/ Making decision on the investment projects that are beyond the competence of the Director general (the Director).
Article 9:
9.1- The management board may hold its ordinary meeting every 15 days, every months or two months, but the interval must not exceed 3 months.
9.2- In case of necessity, the management board shall hold an extraordinary meeting at the request of:
9.2.1/ The chairman of the management board
9.2.2/ 2/3 the management board staff
9.2.3/ The chief controller
9.2.4/ 2/3 The staff of controllers
9.2.5/ The Director general
9.3- The Management board's meeting will only be regular with the attendance of at least: 2/3 the members for the 1st time convened meeting 1/2 the members for the 2nd and 3rd time convened meeting. Resolution of the meeting shall be approved by t he majority of votes of the participants. In case both sides have an equal number of votes, the vote of chairman or vice chairman who is the chairperson of the meeting will be the casting vote.
9.4- In case the number of participants of the 3rd time convened meeting is still less than 1/2 the management board's members, the presenting members shall be entitled to convene an extraordinary shareholders general meeting.
9.5- Each meeting of the Management board must be recorded in the minutes of meeting, with sufficient signatures of the chairperson and secretary. One copy of the minutes must be sent to the relevant branch of State Bank.
Article 10:
Assisting the management board, there may be some consultants and secretaries, selected among the shareholders or engaged from the outside by the board. The staff and duty of the consultancy and secretariat shall be determined by the managem ent board.
Item II: ORGANIZATION Of THE MANAGEMENT BOARD
Article 11:
To be a member of the management board, one must satisfy the following conditions:
11.1- Being a shareholder or a legal representative of a legal shareholder entity
11.2- Not violating one of 4 items in article 16, Ordinance on Banking, Credit Cooperatives and financial Companies.
11.3- Not being ranked as one of the objects, stipulated in Article 6 and 7, the Law on company
11.4- Complying with the terms of article 5, this regulations.
11.5- Not being concurrently, the member of management board at more than 5 other production, business or service establishments.
11.6- Having sufficient number of shares capital contribution compulsory for a management board's member to have, as stipulated in the charter of the joint stock commercial bank or joint stock financial company.
11.7- Sufficiently having another conditions, stipulated in the charter of the joint stock Commercial bank or joint stock financial company.
11.8- for foreigners (including overseas Vietnamese) who want to be a member of the management board, the following additional conditions are required:
11.8.1) Not being concurrently the member of management board at more than 2 Vietnamese credit organizations.
11.8.2) The number of foreign members of the Management board must be correspondent with the capital contribution made by all foreign shareholders, but not more than 1/3 the management board's staff.
11.8.3) Not holding the office of the chairman of the Management board.
Article 12:
12.1- The chairmen of the management board must be a Vietnamese, having Vietnamese nationality and residing in Vietnam.
12.2- The chairman of the management board is able to hold concurrently the post of director general (director) if it is not contrary to the charter of the joint-stock commercial Bank or joint-stock financial company.
12.3- In case the chairman of the Management board does not hold the post of director general (director), the board shall appoint one of its members or engage someone else to hold this post.
12.4- The remainders are not allowed to hod concurrently any of the following posts: vice-director general (vice-director), director (head of Department), chief accountant of the branch or jurisdictional units.
Article 13:
13.1- The term of office as member of the management board of the joint-stock commercial Bank, joint-stock financial Company varies from 2 to 5 years. The member of this board may be re-elected.
13.2- The replacement of office as member of the management board must be on the principle inheritance. The mode of replacement is decided by the shareholders general meeting and noted in the charter.
Article 14:
14.1- After the 1st shareholders general meeting, those who have been selected for the posts of chairman, vice-chairman and members of the management board are entitled to carry out and complete the works left by the preparatory committee for the establishment of joint-stock commercial Bank or joint-stock financial Company and responsible for these works to the laws. The above mentioned offices shall go into juridical effect after being approved by the Governor of the State Bank.
14.2- After annual (or extraordinary) shareholders general meeting, the members of the newly selected management board shall be in charge of their functions in waiting for the approval of the governor the State Bank, the dismissed mem bers are liable to hand over their works and deal with unsettled matters in the sphere of individual responsibility.
Article 15:
15.1- The chairman, vice-chairman of management board who want to resign, legal shareholder entity which wants to dismiss its representative who is holding the post of chairman, vice-chairman of member of the management board mus t tender their resignation or request (in written) to the management board of the joint-stock commercial bank or joint-stock financial company within 60 days from the date of receipt of the resignation or request the management board shall hold a meeting to consider and make decision.
15.2- The management board's member who want to resign have to tender their resignations to the management board of the joint-stock commercial Bank or joint-stock financial company to be referred to the nearest shareholders general meeting for making decision.
Article 16:
16.1- In case that the status of chairman of Management board is naturally revoked (as mentioned in article 6, this regulations) the 1st vice-chairman) will be in charge of the chairman's function until a newly selected chairman is app roved by the Governor of the State Bank.
16.2- In case that the status of both chairman and vice-chairman naturally revoked, the remaining staff of the Management board must immediately appoint one of them to be in charge of the chairman's function. If the remaining members is l ess than 2/3 the initial staff, they shall, in combination with the controllers, be liable to appoint one of them to be in charge of the chairman's function, then to convene the shareholders general meeting to select new members, replacing the s hort chairs in the management board.
Article 17:
17.1- In case that 1/3 the staff members of Management board short or lacking of the minimum member of the staff members stipulated by the charter, the joint-stock commercial Bank or joint-stock financial company has to convene an extraordinary sh areholders general meeting to make additional selection.
17.2- Any other case of shortage shall be decided by the nearest shareholders general meeting.
Item III: POWER AND OBLIGATIONS Of THE MANAGEMENT BOARD STAfF MEMBERS
Article 18:
The chairman of Management board is the representative of a credit organization in front of the laws, whose power and obligations are:
18.1- To convene the meeting of the Management board.
18.2- To prepare the content and agenda of meeting, conduct the meeting to discuss and vote on the issues that are in the sphere of authority and responsibility of the management board.
18.3- To draw up working program and assign the board's member to control and supervise the operation of the joint-stock commercial bank, joint-stock financial company.
18.4- To sign documents on the selection and dismissing of the members of management Board, controllers to be submitted to the State Bank and other related documents mentioned in item 8.2 article 8, this Regulations
Article 19:
The 1st vice chairman (vice-chairman) is liable to perform the tasks, assigned to him by the chairman; to be on behalf of the chairman to carry out the works mentioned in Article 18 during the absence of the chairman.
Article 20:
20.1- The members of Management Board must perform their task themselves, without delegating anyone else.
20.2- Power and obligations of the management board staff member are: 20.2.1) To study and assess the situation and results of business operation, taking part in wording out operational orientation and plan for each period. 20.2.2) To participate in the meetings of Management board, discuss and vote on issues that are included in the content of meeting, be responsible to the laws, the shareholder general meeting and the management board for own opinion and views. 20.2.3) To implement the resolutions of Management board, relating to each member and execute the assignment of work and duty made by the Chairman of Management board. 20.2.4) To take an active part in settling with the cases, mentioned in article 16, this Regulations. 20.2.5) To comply with the regulations of the charter of the joint-stock commercial Bank or joint-stock financial Company on the number of shares (capital contribution) compulsory for a member of management board to have. 20.2.6) Not to transfer the shares (or capital contribution) to anyone else during holding the post and within 2 years after being dismissed from the office of Management board member, excluding the unavoidable case, mentioned in point 6.1 .1, article 6, this Regulations.
Article 21:
There is no wages for the Management board staff members, they shall receive some emoluments and be paid for necessary expenses. The size of emoluments is decided by the shareholders general meeting.
Chapter III: THE CONTROLLER
Item I: ORGANIZATION Of CONTROLLER'S STAfF
Article 22:
The selection of controllers must answer the following requirements:
22.1- Controllers must be the shareholders who are conversant with banking and financing transactions.
22.2- At least, one of the controllers is specializing in bank accounting.
22.3- Complying with the stipulations noted in article 5, this Regulations
Article 23:
23.1- The term of office as controller is the same as that for the management board staff members. The controllers may be re-selected.
23.2- In case of short of controllers during the current term, the nearest shareholders general meeting must select the substitutes. Mode of controller addition must be clear started in the charter of joint-stock commercial bank, joi nt-stock financial company.
Article 24:
24.1- After the 1st shareholders general meeting, the controllers are entitled to control the process of making and completing the formalities required for the establishment of the joint-stock commercial bank, joint-stock financial co mpany until their office as controller is approved by the Governor of the State Bank.
24.2- After an annual or extraordinary shareholders general meeting, the selected or dismissed controllers must be approved by the Governor of the State Bank to be in juridical effect.
Article 25:
25.1- The chief controller who wants to resign must have an agreement from controllers by voting. The controllers shall select one for substitution.
25.2- Those who want to resign from the post of controller must tender their resignation to the Management board of the joint-stock commercial bank or joint-stock financial company to be referred to the nearest shareholders general meeting fo r making decision.
25.3- Legal shareholder entity which wants to replace its representative (or authorized representative) who is holding the post of controller must send its request (in written) to the management board and controllers of the joint-stock co mmercial bank or joint-stock financial company for consideration and settlement in the same way as for resignation, mentioned in item 25.1 and 25.2 this article.
Article 26:
26.1- In case that the status of chief controller is naturally revoked in accordance with item 6.1, article 6, this Regulations, the remaining controllers shall elect one of them to be in charge of the chief controller's function.
26.2- In case that more than 1/3 the controller staff is short or lacking of the minimum number of controllers stipulated in the charter, or none of the remainder is specializing in bank accounting, the management board has to co nvene an extraordinary shareholders general meeting to select additional controllers.
26.3- Other case of short of controller shall be decided by the shareholders general meeting of the joint-stock commercial bank, joint-stock financial company.
Item II: POWER AND OBLIGATIONS Of THE CONTROLLERS
Article 27:
27.1- The chief controller is responsible for assigning each kind of controlling activities to the controllers.
27.2- under the conduction and assignation of the chief controller, a controller shall have the following power and obligations:
27.2.1) To control business operation, check book-keeping register, asset, reports, balance sheet of fiscal year, and set forth proposal for adjustment of mistakes (if any)
27.2.2) Have the right to request any staff member of joint-stock commercial bank or joint-stock financial company or providing documents, data and commendation concerning business operation.
27.2.3) Based on one's own opinion to report to shareholders general meeting on unusual financial occurrences, strong points and shortcomings of the management board and the manager in their financial management, to be responsible for one 's own opinion and assessments to the shareholders general meeting. Being aware of wrong doing yet not to report on it shall be considered as a complicity, a delinquency.
27.2.4) Periodically notify the situation and results of controlling activities to the management board .
27.2.5) To participate in the management board's meeting, peak out opinions and proposals, but not have right to vote. If having opinions, different from the management board's resolution, one shall be entitled to ask for these opinions to b e noted in the minutes of meeting and to report on them directly to the shareholders general meeting.
27.2.6) The chief controller or 2/3 the controller's staff shall be entitled to ask the management board to hold its extraordinary meeting or to convene an extraordinary shareholders general meeting.
27.2.7) To be involved in the settlement of cases, mentioned in item 16.2 article 16, article 25, item 26.1, article 26 of this Regulations.
Article 28:
The controllers shall enjoy some emoluments decided by shareholders general meeting.
Chapter IV: DIRECTOR GENERAL (DIRECTOR) THE MANAGER Of JOINT-STOCK COMMERCIAL BANK OR JOINT-STOCK fiNANCIAL COMPANY
Article 29:
Director general (director) of a joint-stock commercial bank or joint-stock financial company must answer the following requirements:
29.1- Being graduated from a university of economic, financial and banking nature or having the same standards of education; having at least 3 years of work in banking field; having knowledge and experiences in banking activities. for rural joint-stock commercial bank, the director general must be conversant with banking transactions or trained on Bank management. The Governor of the State Bank shall consider and make decision on each concrete case.
29.2- Not violating one of 4 items in article 16, ordinance on banking, credit cooperatives and financial company.
29.3- Not being ranked as one of the objects, mentioned in articles 6, 7 the law on company.
29.4- Not being concurrently holding any administrative or managerial post at other credit organization or production, business and service establishment.
29.5- Particularly, if a foreigner is holding the post of director general (director), then apart from the above mentioned requirements, it is imperative for him to be a shareholder of the joint-stock commercial bank or joint-stock financial company.
Article 30:
Director general (director) shall have the following power and obligations:
30.1- To manage and bear responsibility for all daily business operation of the joint-stock commercial bank or joint-stock financial company, complying with the laws and the charter, the resolution of the management board as well.
30.2- To select and propose the management board to appoint or dismiss the offices of: vice director general (vice director) chief accountant in the head office, branch director.
30.3- To be entitled to recruit, new staff member, discipline and dismiss from the service employees of the joint-stock commercial bank or joint-stock financial company.
30.4- To sign reports, documents, contracts, papers etc. of the joint-stock commercial bank or joint-stock financial company.
30.5- To submit to the management board reports on financial situation and results of business operation of the joint-stock commercial bank or joint-stock financial company.
30.6- Considering the decisions of chairman, vice-chairman or members of the management board contrary to the laws, to the regulations of the state bank and the charter of the joint-stock commercial bank or joint-stock financial company, the director general (director) is entitled to refuse to execute these decisions, and at the same time notify this to the controllers.
Article 31:
31.1- The director general (director) who wants to resign must tender his resignation to management board. Within 60 days from the date of receipt of resignation, the management board shall hold a meeting to consider and make decision.
31.2- The management board, which wants to suspend, dismiss or appoint s a director general (director) has to submit a written report on this issue to the branch of State Bank concerned and shall be able to make decision after receiving rep ly from the branch.
Article 32:
In case that the status of director general (director) is naturally revoked in accordance with item 6.2 article 6 of this Regulations, the management board must immediately appoint someone who fully answers the requirements, stip ulated in article 29, this Regulations to be in charge of the function of Director general (director) and make a written report on this to the relevant branch of State Bank. Within 60 days, the management board must find out the substitut e and complete necessary procedure for the appointment of the new director general (director).
Article 33:
Decisions of the management board on appointment or dismissing of director general (director) must be approved by the governor of the State Bank. After receiving the decision on appointment, the newly appointed director general(dire ctor) is to do his job, but only after being approved by the governor of the State Bank, his office shall go into juridical effect.
Chapter V: fiNAL PROVISIONS
Article 34:
Joint-stock commercial banks, joint-stock financial companies, having received operation licenses granted by the governor of the State Bank or being in the process of applying for the license must adjust themselves in compliance with the terms of this Regulations.
Article 35:
The amendment of and addition to the terms of this regulations shall be decided by the governor of the State Bank.
for The State Bank of Viet nam The Governor
CAO SI KIEM (Signed)