Circular No. 10/2024/TT-NHNN amends and supplements certain provisions of Circular No. 22/2018/TT-NHNN dated September 5, 2018, issued by the Governor of the State Bank of Vietnam guiding procedures and documents for approving the list of proposed personnel of commercial banks, non-bank credit institutions, and foreign bank branches.

CIRCULAR

Amending and supplementing certain articles of Circular No. 22/2018/TT-NHNN

dated September 5, 2018, issued by the Governor of the State Bank of Vietnam guiding procedures and documents for approving the list of proposed personnel of commercial banks, non-bank credit institutions, and foreign bank branches

commercial banks and non-bank credit institutions

and foreign bank branches

Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010 (as amended and supplemented);

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

the Director at the proposal of the Director of the Inspectorate and Supervision Department;

The Governor of the State Bank of Vietnam promulgates this Circular amending and supplementing certain articles of Circular No. 22/2018/TT-NHNN dated September 5, 2018, issued by the Governor of the State Bank of Vietnam guiding procedures and documents for approving the list of proposed personnel of commercial banks, non-bank credit institutions, and foreign bank branches.

Article 1. Amending and supplementing certain articles of Circular No. 22/2018/TT-NHNN dated September 5, 2018, issued by the Governor of the State Bank of Vietnam guiding procedures and documents for approving the list of proposed personnel of commercial banks, non-bank credit institutions, and foreign bank branches (hereinafter referred to as Circular No. 22/2018/TT-NHNN)

1. Amending and supplementing Clause 2, Clause 3 Article 3 of Circular No. 22/2018/TT-NHNN as follows:

“2. The document of the credit institution or foreign bank branch requesting the State Bank of Vietnam to approve the list of proposed personnel:

a) For credit institutions: A document signed by the legal representative.

In case the credit institution lacks a legal representative, the request document of the credit institution shall be a document of the Board of Directors or the Board of Members signed by the Chairman of the Board of Directors or the Chairman of the Board of Members. In case the legal representative delegates another person to sign or in case the Chairman of the Board of Directors or the Chairman of the Board of Members delegates another member of the Board of Directors or another member of the Board of Members to sign or in case the authorized representative of the Shareholder delegates another person to sign, such delegation must comply with the provisions of the law and the file must include a power of attorney established in accordance with the provisions of the law;

For a single-member limited liability credit institution lacking a legal representative, without a Chairman of the Board of Members, and the Board of Members of the credit institution does not have the minimum number of members or has only one member, the request document for approval of the list of proposed personnel of the credit institution must be signed by the authorized representative of the Shareholder.

b) For foreign bank branches: A document signed by the General Director (Director). In case the General Director (Director) delegates another person to sign, the file must include a power of attorney established in accordance with the provisions of the law. In case the foreign bank branch lacks a General Director (Director), the authorized representative of the foreign bank signs the request document.

3. The application for approval of the list of proposed personnel of credit institutions and foreign bank branches shall be submitted directly to the One-Stop Service Center or sent through postal service to the State Bank of Vietnam or the State Bank of Vietnam branch in the province or centrally governed city (hereinafter referred to as the State Bank branch) according to the authority stipulated in Article 4 of this Circular.”

2. Amending and supplementing Article 4 of Circular No. 22/2018/TT-NHNN as follows:

“Article 4. Authority to approve the list of proposed personnel of credit institutions and foreign bank branches

1. The Governor of the State Bank of Vietnam shall examine and approve lists of proposed personnel for commercial banks.

2. The Director of the Inspectorate and Supervision Department examines and approves the list of proposed personnel of non-bank credit institutions and foreign bank branches, except in cases provided for in Clause 3 of this Article.

3. The Director of the State Bank branch examines and approves the list of proposed personnel of foreign bank branches located within its jurisdiction that fall under the micro-prudential supervision of the State Bank branch.”

3. Supplementing Article 5a after Article 5 of Circular No. 22/2018/TT-NHNN as follows:

“Article 5a. Regarding the assessment of professional ethics for proposed personnel to be elected or appointed as members of the Board of Directors, members of the Board of Members, members of the Audit Committee, General Director (Director) of credit institutions and foreign bank branches

1. Individuals falling into any of the following cases shall be assessed as not meeting professional ethics requirements:

a) A person who bears responsibility according to the inspection conclusion leading to the credit institution or foreign bank branch being administratively sanctioned at the highest fine level for violations concerning licenses, governance, management, shares, stocks, capital contributions, purchasing shares, granting loans, purchasing corporate bonds, safety ratios, as stipulated in the law on administrative sanctions in the field of currency and banking;

b) A person named in the inspection or audit report bearing responsibility leading to the credit institution or foreign bank branch being administratively sanctioned in the field of currency and banking within six months from the date of signing the warning administrative sanction decision or one year from the date of completing the execution of other administrative sanction decisions or one year from the date when the time limit for enforcement of the administrative sanction decision expires;

c) A person administratively sanctioned for violations in the field of currency and banking within six months from the date of signing the warning administrative sanction decision or one year from the date of completing the execution of other administrative sanction decisions or one year from the date when the time limit for enforcement of the administrative sanction decision expires;

d) A person personally responsible for violations regarding licenses, governance, management, shares, stocks, capital contributions, purchasing shares, granting loans, purchasing corporate bonds, safety ratios, asset classification, off-balance sheet commitments, provision setting and usage for risk mitigation as stipulated in the law mentioned in the inspection, audit, or audit report, where recommendations related to those violations have not been assessed by the competent authority as having completed the rectification and correction.

2. In cases not covered by Clause 1 of this Article, members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director) of credit organizations, foreign bank branches must comply with the rules and ethical standards for their profession established by the credit organization or foreign bank branch itself, in accordance with the State Bank of Vietnam's regulations on internal control systems for commercial banks, foreign bank branches, and non-bank credit institutions, except in cases of new licensing.

4. Amend and supplement Point c and d of Clause 1 of Article 6 of Circular No. 22/2018/TT-NHNN as follows:

“c) The structure and list of current and proposed members of the Board of Directors, Board of Members, Supervisory Board of the credit institution (in case of proposed personnel to be elected or appointed to the Board of Directors, Board of Members, Supervisory Board), including:

(i) For credit institutions that are joint-stock companies: specify the number of Board of Directors members, independent members, non-executive members, related party members, and Supervisory Board members;

(ii) For credit institutions that are limited liability companies: specify the number of Board of Members members and Supervisory Board members.

d) An assessment of whether the proposed personnel meet the qualifications and conditions stipulated in Point d of Clause 1 of Article 41 of the Law on Credit Institutions and relevant laws, specifically detailing compliance with each condition.”

5. Amend and supplement Clause 7, the title, and Point a of Clause 8, Clauses 9 and 10 of Article 6 of Circular No. 22/2018/TT-NHNN as follows:

“7. Documents proving compliance with the qualifications and conditions for personnel expected to hold the position of member of the Board of Directors, member of the Board of Members of credit institutions as specified in Point d of Clause 1 of Article 41 of the Law on Credit Institutions, specifically:

a) For the condition "having at least three years as a manager or executive of a credit institution":

(i) The provisions of the Charter of the credit institution regarding managers and executives;

(ii) A document from the authorized representative of the credit institution where the personnel have or are working, confirming the position and duration of service (including confirmation that the personnel are a manager or executive) of the personnel or a copy of a document proving the position and duration of service at the credit institution of the personnel.

b) For the condition "having at least five years as a manager of a business operating in the financial, accounting, auditing industry or another business with minimum capital equal to the statutory capital requirement for the corresponding type of credit institution":

(i) A copy of the Business Registration Certificate or a document from the authorized authority granting permission or confirming or registering the operation of the business;

(ii) The provisions of the Charter of the business regarding managers or internal regulations of the business if the Charter does not provide such provisions;

(iii) A copy of the audited financial report by an independent auditing organization of the business where the personnel have or are expected to be a manager (applicable in the case of another business with minimum capital equal to the statutory capital requirement for the corresponding type of credit institution);

(iv) A document from the authorized representative of the unit where the personnel have or are working, confirming the position (including confirmation that the personnel are a manager) and duration of service of the personnel or a copy of a document proving the position and duration of service at the unit of the personnel.

c) For the condition "having at least five years of direct work in the finance, banking, accounting, auditing departments": A document from the authorized representative of the unit where the personnel have or are working, confirming the personnel's direct work in the finance, banking, accounting, auditing departments and the duration of work in these departments or copies of documents proving the department of work and the duration of duty in the department of the personnel.

d) For the condition "having at least five years of direct work in the operational departments of credit institutions, foreign bank branches": A document from the authorized representative of the credit institution or foreign bank branch where the personnel have or are working, confirming the personnel's direct work in the operational departments of the credit institution or foreign bank branch and the duration of work in these operational departments or copies of documents proving the department of work and the duration of duty in the department of the personnel.

8. Documents proving compliance with the qualifications and conditions for personnel expected to hold the position of General Director (Director) of credit institutions as specified in Point c of Clause 4 of Article 41 of the Law on Credit Institutions, specifically:

a) For the condition "having at least five years as an executive of a credit institution":

(i) The provisions of the Charter of the credit institution regarding executives;

(ii) A document from the authorized representative of the credit institution where the personnel have or are working, confirming the position and duration of service of the personnel or a copy of a document proving the position and duration of service at the credit institution of the personnel.

9. Documents proving compliance with the qualification and condition "having at least three years of direct work in the finance, banking, accounting, auditing fields" for personnel expected to hold the position of member of the Supervisory Board of credit institutions as specified in Point c of Clause 3 of Article 41 of the Law on Credit Institutions: A document from the authorized representative of the unit where the personnel have or are working, confirming the personnel's direct work in the finance, banking, accounting, auditing fields and the duration of work in these fields or copies of documents proving the field of work and the duration of duty in the field of the personnel.

10. For personnel proposed for election or appointment under the exceptional cases stipulated in point c, Clause 1, Article 42, and points đ, e, Clause 2, Article 42 of the Law on Credit Institutions: The document from the competent authority assigning the proposed personnel to represent the State's equity interest, or that of a business in which the State holds at least 50% of the charter capital, in credit institutions; appointing, designating, or appointing the proposed personnel to participate in management, operation, or supervision of credit institutions or credit institutions declared bankrupt according to the assigned tasks.”

6. Supplement Clause 11 following Clause 10 of Article 6 of Circular No. 22/2018/TT-NHNN as follows:

“11. Documents proving compliance with the requirement of "professional ethics":

a) Content of the assessment and commitment of the personnel regarding their compliance with the requirement of "professional ethics" as specified in Article 5a of Appendix No. 01 of this Circular;

b) Assessment document of the credit institution or foreign bank branch where the proposed personnel have worked, based on the model provided in Appendix No. 04 issued together with this Circular.”

In the case where the proposed personnel have worked in foreign credit institutions that do not provide assessment and commitment documents regarding their compliance with the requirement of "professional ethics," the Shareholder (for wholly foreign-owned banks), Parent Bank (for foreign bank branches), and Foreign Shareholders (for credit institutions that are limited liability companies with two or more members) who submit applications to the State Bank for approval of the proposed personnel must provide a commitment document regarding the proposed personnel's compliance with the requirement of "professional ethics" based on the model provided in Appendix No. 05 issued together with this Circular.”

7. Amend and supplement point b, Clause 1 of Article 7 of Circular No. 22/2018/TT-NHNN as follows:

“b) Full name; current position and workplace; identification number (ID card number or citizen identification card number or individual identification number for Vietnamese citizens), individual identification number (for Vietnamese-origin individuals whose nationality cannot be determined but are residing in Vietnam), passport number or substitute travel document, date of issue, place of issue (for non-Vietnamese citizens) of the proposed General Director (Director);”

8. Amend and supplement Clause 3 of Article 7 of Circular No. 22/2018/TT-NHNN as follows:

“3. The documents and materials prescribed in Clauses 3, 5, 6, 8, and 11 of Article 6 of this Circular.”

9. Amend and supplement Article 8 of Circular No. 22/2018/TT-NHNN as follows:

“Article 8. Procedures for approving the list of proposed personnel of credit institutions and foreign bank branches

1. Credit institutions and foreign bank branches shall prepare one set of documents in accordance with Articles 6 and 7 of this Circular and submit it to the State Bank for entities specified in Clause 1 or 2 of Article 4 of this Circular, or to the State Bank branch for entities specified in Clause 3 of Article 4 of this Circular. If the submitted documents are incomplete or invalid, within seven working days from the date of receipt of the documents, the State Bank, Banking Supervision Authority, or the State Bank branch shall issue a document requesting the credit institution or foreign bank branch to supplement the documents.

2. Credit institutions and foreign bank branches shall complete the supplementary documents requested by the State Bank, Banking Supervision Authority, or the State Bank branch within a maximum period of forty-five working days from the date of issuance of the request for supplementary documents. Beyond this period, the credit institution or foreign bank branch must resubmit the set of documents in accordance with this Circular for the State Bank, Banking Supervision Authority, or the State Bank branch to review and approve.

3. Within thirty working days from the date of receipt of the complete documents as prescribed in Articles 6 and 7 of this Circular, the State Bank, Banking Supervision Authority, or the State Bank branch shall issue a document approving or disapproving the proposed personnel of the credit institution or foreign bank branch. In the event of disapproval, the reply document from the State Bank, Banking Supervision Authority, or the State Bank branch to the credit institution or foreign bank branch must clearly state the reasons.”

10. Amend and supplement Article 9 of Circular No. 22/2018/TT-NHNN as follows:

“Article 9. Implementation of the review of personnel standards and conditions

1. Credit institutions and foreign bank branches must review and assess whether the proposed personnel meet all the requirements and conditions stipulated by law and bear legal responsibility for the completeness, accuracy, and truthfulness of the documents and materials provided to the State Bank.

2. Credit institutions and foreign bank branches where the proposed personnel have previously worked shall be responsible for assessing their compliance with the requirement of "professional ethics" based on the model provided in Appendix No. 04 issued together with this Circular.

In the case where the proposed personnel have worked in foreign credit institutions that do not provide assessment and commitment documents regarding their compliance with the requirement of "professional ethics," the Shareholder (for wholly foreign-owned banks), Parent Bank (for foreign bank branches), and Foreign Shareholders (for credit institutions that are limited liability companies with two or more members) who submit applications to the State Bank for approval of the proposed personnel shall be responsible for providing a commitment document regarding the proposed personnel's compliance with the requirement of "professional ethics" based on the model provided in Appendix No. 05 issued together with this Circular.”

11. Amend and supplement Article 11 of Circular No. 22/2018/TT-NHNN as follows:

“Article 11. Implementation of notification and reporting systems

1. Credit institutions and foreign bank branches shall promptly notify the State Bank in writing of any changes related to the compliance of the proposed personnel with the requirements and conditions stipulated during the State Bank's review of the application for approval of the proposed personnel list or from the date of the State Bank's approval of the proposed personnel list until the proposed personnel are elected or appointed as prescribed below:

a) For credit institutions and foreign bank branches specified in Clauses 1 and 2, Article 4 of this Circular: submit to the Banking Inspection and Supervision Authority;

b) For foreign bank branches specified in Clause 3, Article 4 of this Circular: submit to the State Bank of Vietnam branch where the foreign bank branch is located.

2. Within ten working days from the date of election or appointment of the Chairman and members of the Board of Directors, the Chairman and members of the Board of Members, the Head and members of the Audit Committee, and the General Director (Director) of credit institutions and foreign bank branches, they must notify the State Bank of Vietnam in accordance with points a and b of Clause 1 of this Article about the list of persons elected or appointed according to Model Appendix No. 03 attached to this Circular.”

12. Amend and supplement Clause 1 of Article 12 of Circular No. 22/2018/TT-NHNN as follows:

“1. The Banking Inspection and Supervision Authority shall be responsible for evaluating the compliance of the proposed personnel of credit institutions and foreign bank branches within the scope defined in Clauses 1 and 2 of Article 4 of this Circular with the requirements set forth in the Law on Credit Institutions and this Circular; seek opinions from relevant units; compile and submit to the Governor of the State Bank of Vietnam for consideration, and issue a document approving or disapproving the proposed personnel of commercial banks as stipulated in Clause 1 of Article 4 of this Circular; issue a document approving or disapproving the proposed personnel of non-bank credit institutions and foreign bank branches as stipulated in Clause 2 of Article 4 of this Circular.”

13. Add Clause 4 after Clause 3 of Article 12 of Circular No. 22/2018/TT-NHNN as follows:

“4. Within five working days from the date when credit institutions and foreign bank branches notify the State Bank of Vietnam in accordance with point a of Clause 1 of Article 11 of this Circular regarding the election or appointment of the Chairman of the Board of Directors or the Chairman of the Board of Members, or the General Director (Director) assuming the role of legal representative as stipulated in the charter of the credit institution, or changing the legal representative; regarding the appointment of the General Director (Director) of the foreign bank branch, the Banking Inspection and Supervision Authority shall be responsible for notifying in writing the Provincial Business Registration Agency where the credit institution or foreign bank branch is located to update the national business registration information system.”

14. Amend and supplement Article 13 of Circular No. 22/2018/TT-NHNN as follows:

 “Article 13. Responsibilities of the State Bank of Vietnam Branches

1. Within thirty working days from the date of receiving complete files of foreign bank branches within the scope defined in Clause 3 of Article 4 of this Circular, the State Bank of Vietnam Branches shall be responsible for evaluating the compliance of the proposed personnel of foreign bank branches with the requirements set forth in the Law on Credit Institutions and this Circular; seek opinions from relevant units; issue a document approving or disapproving the proposed personnel of foreign bank branches.

2. The State Bank of Vietnam Branches shall provide written comments (according to Model Appendix No. 06 issued together with this Circular) based on the request of the Banking Inspection and Supervision Authority within five working days from the date of receipt of the request.

3. Receive notifications from foreign bank branches as stipulated in Clause 1 of Article 11 of this Circular; review the compliance of the proposed personnel with the requirements or measures to address non-compliance.

4. Receive and review notifications from foreign bank branches as stipulated in Clause 2 of Article 11 of this Circular. In case of discovering errors, the State Bank of Vietnam Branches shall require the foreign bank branch to rectify them or propose measures to the Governor of the State Bank of Vietnam for resolution if it exceeds their authority.

5. Within five working days from the date when the foreign bank branch notifies the State Bank of Vietnam in accordance with point b of Clause 1 of Article 11 of this Circular about the list of appointments of the General Director (Director) of the foreign bank branch, the State Bank of Vietnam Branches shall be responsible for notifying in writing the Provincial Business Registration Agency where the foreign bank branch is located to update the national business registration information system.”

Article 2. Replacing and supplementing some annexes of Circular No. 22/2018/TT-NHNN

1. Replacing Annex No. 01, Annex No. 02, and Annex No. 03 of Circular No. 22/2018/TT-NHNN with Annex No. 01, Annex No. 02, and Annex No. 03 issued together with this Circular.

2. Supplementing Annex No. 04, Annex No. 05, and Annex No. 06 after Annex No. 03 of Circular No. 22/2018/TT-NHNN.

Article 3. Responsibility for implementation

The Director of the Office, the Head of the Inspectorate and Banking Supervision, the Heads of units under the State Bank of Vietnam, the Governors of the State Bank of Vietnam branches in provinces and centrally governed cities, credit organizations, and foreign bank branches are responsible for organizing the implementation of this Circular.

Article 4. Effective date

1. This Circular takes effect from July 1, 2024.

2. Abolishing Clause 1, Clause 2, Clause 7, Clause 8, Clause 9, Clause 10, and Clause 12 of Article 2 of Circular No. 13/2019/TT-NHNN dated August 21, 2019, issued by the Governor of the State Bank of Vietnam to amend and supplement certain provisions of related Circulars concerning the issuance of permits, organization, and operation of credit institutions and foreign bank branches.

3. Abolishing Circular No. 13/2020/TT-NHNN dated November 13, 2020, issued by the Governor of the State Bank of Vietnam to amend and supplement certain provisions of Circular No. 22/2018/TT-NHNN.

4. Abolishing Article 8 of Circular No. 24/2023/TT-NHNN dated December 29, 2023, issued by the Governor of the State Bank of Vietnam to amend and supplement certain provisions of related Circulars concerning the submission, presentation, and provision of information and documents on population when performing administrative procedures in the field of establishment and operation of banks./.