Decision No. 1087/2001/QD-NHNN Issuing Regulations on the Organization and Operation of the Board of Directors, Supervisory Board, General Director of State and People's Joint Stock Commercial Banks

Pursuant to …;

Issuing Regulations on the organization and operation of the Board of Directors, Supervisory Board, and General Director of State-owned Joint Stock Commercial Banks

of the People

____________________________

Pursuant to the Law on the State Bank of Vietnam No. 01/1997/QH10 and the Law on Credit Organizations No. 02/1997/QH10 dated December 12, 1997;

Pursuant to the Enterprise Law No. 13/1999/QH10 dated June 12, 1999;

Pursuant to the Decree No. 15/CP dated March 2, 1993 of the Government on the tasks, powers, and responsibilities for state management of Ministries and Agencies at the Ministerial level;

BASED ON THE GOVERNMENT DECREE NO. 49/2000/NĐ-CP DATED SEPTEMBER 12, 2000 ON THE ORGANIZATION AND OPERATIONS OF COMMERCIAL BANKS;

Issued herewith are the Regulations on Loan Classification, Provisioning, and Utilization for Credit Risk Management in Banking Activities of Credit Institutions.

 DECISION:

Article 1. These Regulations are promulgated together with this Decision titled "Regulations on the organization and operation of the Board of Directors, Supervisory Board, and General Director of State-owned Joint Stock Commercial Banks of the People."

Article 2. This Decision shall take effect fifteen days from the date of signature and shall replace the provisions on the organization and operation of the Board of Directors, Supervisory Board, and General Director of State-owned Joint Stock Commercial Banks in the "Regulations on the organization and operation of the Board of Directors, Supervisors, and Managers of Joint Stock Commercial Banks and Joint Stock Finance Companies" issued pursuant to Decision No. 166/QĐ-NH5 dated August 10, 1994 by the Governor of the State Bank of Vietnam.

Article 3. The Head of the Office, Heads of Departments for Commercial Banks and Non-Bank Credit Institutions, Heads of relevant units under the State Bank of Vietnam, Governors of Branches of the State Bank of Vietnam in provinces and centrally governed cities, Chairpersons and members of the Board of Directors, Heads and members of the Supervisory Board, and General Directors of State-owned Joint Stock Commercial Banks of the People are responsible for implementing this Decision./.

REGULATIONS

ON THE ORGANIZATION AND OPERATIONS OF THE BOARD OF DIRECTORS, SUPERVISORY BOARD, AND GENERAL DIRECTOR OF STATE-OWNED JOINT STOCK COMMERCIAL BANKS OF THE PEOPLE

(Issued pursuant to Decision No. 1087/2001/QĐ-NHNN dated August 27, 2001

of the Governor of the State Bank)

 

PART I

GENERAL PROVISIONS

Article 1. The objects and scope of application of these Regulations are the organization and operations of the Board of Directors, Supervisory Board, and General Director of State-owned Joint Stock Commercial Banks of the People (referred to as Joint Stock Commercial Banks) permitted to operate in Vietnam according to the Law on Credit Organizations and other related laws.

Article 2.

1. The Board of Directors is the governing body of the Joint Stock Commercial Bank, having full authority to act on behalf of the Joint Stock Commercial Bank to decide matters relating to the purpose and interests of the Joint Stock Commercial Bank, except for those matters within the jurisdiction of the Shareholders' Meeting.

2. The Supervisory Board is the body responsible for auditing the financial activities of the Joint Stock Commercial Bank; monitoring compliance with accounting systems, and overseeing the internal audit system of the Joint Stock Commercial Bank.

3. The General Director (or Director for Joint Stock Commercial Banks without the title of General Director) is the person accountable to the Board of Directors and the law for managing the daily operations of the Joint Stock Commercial Bank.

Article 3. The following individuals may not be members of the Board of Directors, members of the Supervisory Board, or serve as General Director or Deputy General Director (or Deputy Director for Joint Stock Commercial Banks without the title of Deputy General Director):

1. Currently being pursued for criminal responsibility.

2. Having been convicted of serious crimes against national security, serious property offenses, or serious economic offenses.

3. Having been convicted of other crimes without having had the conviction expunged.

4. Have previously been a member of the Board of Directors or General Director (Director) of a company that has gone bankrupt, except in cases provided for in Clause 2 of Article 50 of the Enterprise Bankruptcy Law.

5. Have previously been the legal representative of a company whose operations were suspended due to serious violations of the law.

6. Belonging to the categories specified in Articles 9 and 90 of the Enterprise Law, Article 17 of the Civil Servant Regulation, and Article 13 of the Anti-Corruption Regulation.

7. Are currently borrowing funds or acting as guarantors or co-guarantors for loans from the same Joint Stock Commercial Bank.

8. Have parents, spouse, or children who are currently borrowing funds or acting as guarantors or co-guarantors for loans from the same Joint Stock Commercial Bank.

9. Are shareholders owning more than 10% of the charter capital or have parents, spouse, or children who are shareholders owning more than 10% of the charter capital of an enterprise receiving unsecured credit or credit with preferential conditions from the same Joint Stock Commercial Bank.

10. Not meeting the standards for professional ethics, managerial capacity, and expertise as prescribed by the State Bank of Vietnam.

11. Do not meet other requirements stipulated by the Articles of Association of the Joint Stock Commercial Bank.

Article 4. Parents, spouse, children, brothers, sisters, or half-siblings of members of the Board of Directors or General Director may not be members of the Supervisory Board or Chief Accountants of the same Joint Stock Commercial Bank.

Article 5.

1. Situations where membership in the Board of Directors, Supervisory Board, or position as General Director is automatically terminated:

a) Loss of civil capacity or death.

b) Legal entity shareholder ceases to exist.

c) Belonging to the categories specified in Clauses 1, 2, 3, 4, 5, and 6 of Article 3 of these Regulations.

d) Loss of status as representative managing the shareholding of a legal entity shareholder.

đ) When expelled from the territory of the Socialist Republic of Vietnam by a court.

e) The Joint Stock Commercial Bank's license to establish and operate is revoked.

2. The title previously approved by the Governor of the State Bank of Vietnam for those persons specified in Clause 1 of this Article shall automatically become invalid.

3. In cases where membership in the Board of Directors, Supervisory Board, or position as General Director is automatically terminated according to points a, b, c, d, đ of Clause 1 of this Article, the Board of Directors of the Joint Stock Commercial Bank must immediately submit a report with supporting documentation to the Branch of the State Bank of Vietnam in the province or centrally governed city where the Joint Stock Commercial Bank is headquartered, and bear responsibility for the accuracy and truthfulness of the report before the law, while also handling the situation according to Articles 13, 14, 22, 23, and 29 of these Regulations.

Article 6.

1. Chairpersons and members of the Board of Directors, Heads and members of the Supervisory Board, and General Directors of Joint Stock Commercial Banks will be relieved of their positions in the following circumstances:

a) Civil capacity is limited.

b) Submit a resignation letter with a reasonable reason.

c) Belong to the categories violating the provisions of Clauses 7, 8, 9, 10, and 11 of Article 3 and Article 4 of these Regulations.

d) Do not meet the minimum number of shares required by the Articles of Association of the Joint Stock Commercial Bank (for members of the Board of Directors and Heads of the Supervisory Board).

đ) Violate the provisions of the law, the State Bank of Vietnam, and the Articles of Association of the Joint Stock Commercial Bank regarding the purchase and sale or transfer of shares.

e) Violate the provisions of the law, the State Bank of Vietnam, and the Articles of Association of the Joint Stock Commercial Bank during the performance of assigned duties and powers.

g) Other cases decided by the Shareholders' Meeting and recorded in the Articles of Association of the Joint Stock Commercial Bank.

2. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of a joint-stock commercial bank, after being relieved of their duties, must bear personal responsibility for their decisions made during the period they held such positions.

Article 7.

1. In the case where a joint-stock commercial bank is placed under special supervision, the Special Supervisory Board at the joint-stock commercial bank has the right to temporarily suspend the management, supervisory, and operational rights of members of the Board of Directors, members of the Supervisory Board, the General Director, and Deputy General Directors if it deems necessary.

2. During the period when their management, supervisory, and operational rights are suspended or after being relieved of their duties due to violations of Article 6 of this Regulation and while waiting for procedures to be approved by the Governor of the State Bank of Vietnam, members of the Board of Directors and members of the Supervisory Board may attend meetings but shall not have voting rights at the meetings of the Board of Directors and the Supervisory Board.

Article 8. The Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the General Director of a joint-stock commercial bank, who are elected, appointed, relieved of their duties, or dismissed, must be approved by the Governor of the State Bank of Vietnam.

PART II

BOARD OF DIRECTORS

PART I. ORGANIZATION OF THE BOARD OF DIRECTORS

Article 9.

1. The General Meeting of Shareholders elects, relieves of duties, or dismisses members of the Board of Directors with the approval of at least 51% of all shareholders present and entitled to vote. Specific ratios and voting methods are stipulated in the Articles of Association of the joint-stock commercial bank.

2. The Board of Directors elects, relieves of duties, or dismisses the Chairman of the Board of Directors. Voting methods and the ratio of votes required for approval are stipulated in the Articles of Association of the joint-stock commercial bank.

3. The Chairman of the Board of Directors is the legal representative of the joint-stock commercial bank and is recorded in the Articles of Association of the joint-stock commercial bank.

Article 10.

1. The Board of Directors consists of a minimum of three members and does not exceed eleven members. The number of members of the Board of Directors is decided by the General Meeting of Shareholders and recorded in the Articles of Association of the joint-stock commercial bank.

2. The term of office of members of the Board of Directors ranges from two to five years, as decided by the General Meeting of Shareholders and recorded in the Articles of Association of the joint-stock commercial bank. Members of the Board of Directors may be re-elected.

3. Members of the Board of Directors must be shareholders of the joint-stock commercial bank. Members of the Board of Directors are required to hold a minimum number of shares as specified in the Articles of Association of the joint-stock commercial bank.

4. The Chairman and other members of the Board of Directors may not delegate their duties and powers to non-members of the Board of Directors.

5. The Chairman of the Board of Directors of this joint-stock commercial bank may not participate in the Board of Directors or manage another credit organization, except in the case where that organization is a subsidiary of the joint-stock commercial bank.

6. The Chairman of the Board of Directors may not concurrently serve as the General Director or Deputy General Director of the joint-stock commercial bank. For rural joint-stock commercial banks, the Chairman of the Board of Directors may concurrently serve as the General Director according to the provisions of the Articles of Association of the rural joint-stock commercial bank.

7. The Chairman of the Board of Directors must be a Vietnamese citizen residing in Vietnam during his/her tenure.

8. In the case of foreign shareholders (including overseas Vietnamese) participating in the Board of Directors, the following additional conditions apply:

a) The proportion of members of the Board of Directors must correspond to the proportion of contributed capital of all foreign shareholders in the joint-stock commercial bank.

b) They may not be members of the Board of Directors of more than two credit organizations in Vietnam.

c) They may not hold the position of Chairman of the Board of Directors of a joint-stock commercial bank.

Article 11. Meetings of the Board of Directors

1. The Board of Directors must convene regular meetings at least once every quarter and may convene extraordinary meetings upon request of:

a) The Chairman of the Board of Directors;

b) Two-thirds or more of the members of the Board of Directors;

c) The Head of the Supervisory Board;

d) Two-thirds or more of the members of the Supervisory Board;

e) Other persons as stipulated in the Articles of Association of the joint-stock commercial bank;

f) The Director of the State Bank of Vietnam Branch in the province or city where the head office of the joint-stock commercial bank is located.

2. A meeting of the Board of Directors can only be convened if at least two-thirds of the members of the Board of Directors are present. Each member of the Board of Directors has one vote. Decisions of the Board of Directors are adopted if approved by a majority of the members present. In the event of a tie, the final decision rests with the side holding the opinion of the Chairman of the Board of Directors or a member of the Board of Directors authorized by the Chairman of the Board of Directors to chair the meeting (in the absence of the Chairman of the Board of Directors).

3. The Chairman of the Board of Directors convenes meetings of the Board of Directors. Procedures for convening and organizing meetings of the Board of Directors are stipulated in the Articles of Association of the joint-stock commercial bank.

4. In the case where the first scheduled regular meeting of the Board of Directors is not attended by the required number of members, the Chairman of the Board of Directors must convene a second meeting within fifteen days thereafter. If two consecutive meetings of the Board of Directors are not attended by the required number of members, the Chairman of the Board of Directors must convene an extraordinary General Meeting of Shareholders within thirty days thereafter for shareholders to review the qualifications of the members of the Board of Directors.

5. Meetings of the Board of Directors must be fully recorded in the minutes book. The Chairperson and Secretary are jointly responsible for the accuracy and truthfulness of the Minutes of the Board of Directors' meetings.

Article 12. Administrative apparatus of the Board of Directors

1. The Board of Directors uses the operational machinery and seal of the joint-stock commercial bank to perform its duties.

2. The Board of Directors has dedicated staff assistants. The Board of Directors stipulates the number and tasks of each assistant member.

Article 13.

1. Within fifteen days from the date on which the Chairman of the Board of Directors loses his/her status as a member of the Board of Directors, the members of the Board of Directors shall be responsible for convening a meeting of the Board of Directors to elect a member of the Board of Directors (meeting the current requirements and conditions) as the Chairman of the Board of Directors.

2. The Chairman of the Board of Directors who wishes to resign must submit a letter to the Board of Directors. Within sixty days from the date of receipt of the letter, the Board of Directors must convene a meeting to consider and decide on the removal, dismissal, and election of a new Chairman of the Board of Directors in accordance with current regulations.

3. A member of the Board of Directors who wishes to resign must submit a letter or document to the Board of Directors to present to the nearest General Meeting of Shareholders for decision.

Article 14.

1. In cases where the number of Board of Directors members decreases by more than one-third or falls below the minimum number of members stipulated in the Charter of the Joint Stock Commercial Bank, within sixty days from the date when the number of Board of Directors members falls below the stipulated number, the Board of Directors must convene a General Meeting of Shareholders to elect additional Board of Directors members.

2. In other cases, the nearest General Meeting of Shareholders will elect new Board of Directors members to replace those who have been removed, dismissed, or to fill any vacancies.

Article 15.

1. After the first General Meeting of Shareholders, those elected as Chairman and Board of Directors members shall be responsible under the law for implementing and completing the establishment procedures of the Joint Stock Commercial Bank to submit to the Governor of the State Bank for examination, issuance of a license for establishment and operation, and approval of management, supervisory, and executive positions, and the Charter of the Joint Stock Commercial Bank according to current regulations.

2. Those elected as Chairman and Board of Directors members shall be responsible for immediately taking over and performing their duties. Chairmen and Board of Directors members who have been removed or dismissed shall be responsible for handing over their work to newly elected Chairmen and Board of Directors members to handle; at the same time, they shall bear personal responsibility for their decisions during their tenure.

 

PART II. DUTIES AND LIMITS OF THE BOARD OF DIRECTORS

Article 16. Duties and powers of the Board of Directors:

1. To manage the Joint Stock Commercial Bank in accordance with the law, this Regulation, and the Charter of the Joint Stock Commercial Bank.

2. To decide on issues related to the purpose and interests of the Joint Stock Commercial Bank, except for matters within the authority of the General Meeting of Shareholders.

3. The Board of Directors shall be responsible under the law and before the General Meeting of Shareholders for the results of operations as well as any violations in management, breaches of the Charter, and violations of the law causing damage to the Joint Stock Commercial Bank.

4. To submit to the General Meeting of Shareholders for decision on the contents specified in points a, b, d, đ, e, g, h, i, k, l, m, n, o, p, q of Clause 2 Article 44 of Decree No. 49/2000/NĐ-CP dated September 12, 2000 of the Government regarding the organization and operation of commercial banks.

5. To submit to the Governor of the State Bank:

a) Approval of the Charter of the Joint Stock Commercial Bank;

b) Establishment of subsidiaries;

c) Approval of the opening of trading offices, branches, representative offices, and the establishment of affiliated units of the Joint Stock Commercial Bank;

d) Approval of capital contributions, share purchases, joint ventures with foreign investors;

đ) Approval of the division, separation, merger, acquisition, dissolution of the Joint Stock Commercial Bank and its trading offices, branches, representative offices, subsidiaries, and affiliated units;

e) Approval of changes as stipulated in Clause 1, Article 31 of the Law on Credit Institutions;

g) Issuance of new shares;

h) Approval of the election, appointment, removal, and dismissal of the Chairman and other members of the Board of Directors; the Head and other members of the Supervisory Board, and the General Director;

i) Approval of the organization of independent audits to audit the activities of the Joint Stock Commercial Bank in accordance with the regulations of the State Bank.

6. To decide on the organizational structure of the management machinery of trading offices, branches, representative offices, affiliated units, and subsidiaries of the Joint Stock Commercial Bank.

7. To approve the business operation plan proposed by the General Director.

8. To establish interest rates, commission ratios, fees, and customer penalty amounts in accordance with the law.

9. To set up and use various funds, distribute profits to shareholders according to the resolution of the General Meeting of Shareholders.

10. To appoint, remove, and dismiss the General Director, Deputy General Director, Chief Accountant of the Joint Stock Commercial Bank, Trading Office Director, Branch Director, Representative Office Manager, Subsidiary Director, and Affiliated Unit Director.

11. To establish rules for the appointment, removal, and dismissal of managerial positions other than those specified in Clause 10 of this Article and record them in the Charter of the Joint Stock Commercial Bank.

12. To issue the Rules of Operation of the Board of Directors and the Supervisory Board (the Supervisory Board shall develop the Rules of Operation based on current laws for the Board of Directors to sign and issue).

13. To issue regulations on the organization and internal audit activities in accordance with the law.

14. To issue the Rules of Operation of trading offices, branches, representative offices, affiliated units, and subsidiaries.

15. To issue specific guidelines for the implementation of state and State Bank regulations on the operation of Joint Stock Commercial Banks.

16. To decide on salaries and bonuses for the General Director and Deputy General Director.

17. To examine any misconduct by the General Director and Deputy General Director that causes damage to the Bank and take necessary measures to rectify it.

18. To value non-Vietnamese currency, freely convertible foreign currency, and gold contributions in accordance with Article 23 of the Enterprise Law.

19. Other rights and duties as prescribed by law and the Charter of the Joint Stock Commercial Bank.

Article 17. The Chairman of the Board of Directors has the following duties and powers:

1. To represent the Board of Directors in convening and chairing meetings of the General Meeting of Shareholders.

2. To convene meetings of the Board of Directors.

3. Prepare the content, agenda, and control of meetings to discuss and vote on issues within the tasks and powers of the Board of Directors.

4. Organize the adoption of Board of Directors' decisions through various forms.

5. Monitor the process of organizing and implementing the Board of Directors' decisions.

6. Develop work programs and assign tasks for Board of Directors members to manage the operations of the Joint Stock Commercial Bank.

7. Sign documents to handle matters within the tasks and powers of the Board of Directors.

8. Sign authorization documents for one of the Board of Directors members to undertake their duties during their absence.

9. Perform other powers and tasks as prescribed by law and the Charter of the Joint Stock Commercial Bank.

Article 18. Members of the Board of Directors have the following tasks and powers:

1. Carry out tasks and powers as prescribed by law, the State Bank, and the Charter of the Joint Stock Commercial Bank.

2. Board of Directors members perform tasks according to the division of labor by the Chairman of the Board of Directors; they may not delegate their tasks and powers to non-members of the Board of Directors.

3. Elect, appoint, and dismiss the position of Chairman of the Board of Directors.

4. Study, evaluate the situation, results of activities, and contribute to building directions and plans for business operations of the Joint Stock Commercial Bank in each period.

5. Attend Board of Directors meetings; discuss and vote on issues within the meeting agenda; bear individual responsibility before the law, the Shareholders' Meeting, and the Board of Directors for their opinions.

6. Implement resolutions of the Shareholders' Meeting and the Board of Directors.

7. Two-thirds or more of Board of Directors members have the right to convene extraordinary Shareholders' Meetings or extraordinary Board of Directors sessions.

8. Adhere to the provisions of the Charter of the Joint Stock Commercial Bank regarding the minimum number of shares required for Board of Directors members.

9. Adhere to laws, regulations of the State Bank, and the Charter of the Joint Stock Commercial Bank.

Article 19. The Chairman and Board of Directors members do not receive salaries but receive remuneration for public service and are provided with necessary expenses during the performance of their duties. The level of remuneration is determined by the Shareholders' Meeting.

CHAPTER III. THE AUDIT BOARD

SECTION I. ORGANIZATION OF THE AUDIT BOARD

Article 20.

1. The Shareholders' Meeting elects, appoints, and dismisses Audit Board members with at least 51% of the total voting shares of all attending shareholders approving. Specific ratios and voting methods are stipulated in the Charter of the Joint Stock Commercial Bank.

2. The Audit Board elects, appoints, and dismisses the Head of the Audit Board. Voting methods and approval ratios relative to the total number of votes are stipulated in the Charter of the Joint Stock Commercial Bank.

Article 21.

1. The Audit Board has a minimum of three members, with at least half being full-time. The Head of the Audit Board must be a shareholder. The number of Audit Board members is determined by the Shareholders' Meeting and recorded in the Charter of the Joint Stock Commercial Bank.

2. The term of office of members of the Supervisory Board shall be the same as that of members of the Board of Directors. Members of the Supervisory Board may be re-elected.

Article 22.

1. Within fifteen days from the date when the Head of the Audit Board loses their status as a member of the Audit Board, the remaining Audit Board members are responsible for convening an Audit Board meeting to elect a member (meeting current standards and conditions) as the Head of the Audit Board. In cases where there is no shareholder among the Audit Board members, the remaining members will appoint a member who meets the professional ethics, management capability, and expertise requirements set by the State Bank to temporarily assume the role of Head of the Audit Board and request the Board of Directors to convene a Shareholders' Meeting within sixty days (from the date the Head of the Audit Board lost their status) to elect new Audit Board members from the shareholders of the Joint Stock Commercial Bank and proceed with the election of the Head of the Audit Board.

2. If the Head of the Audit Board wishes to resign, they must submit a letter to the Board of Directors and the Audit Board. Within sixty days from receiving the resignation letter, the Audit Board must convene a meeting to consider and make decisions on dismissal, removal, and the election of a new Head of the Audit Board according to current regulations. In cases where the remaining Audit Board members are not shareholders, within sixty days (from the date of receipt of the resignation letter), the Audit Board must request the Board of Directors to convene a Shareholders' Meeting to decide on the appropriate number of Audit Board members in accordance with the Charter of the Joint Stock Commercial Bank and elect new members from the shareholders of the Joint Stock Commercial Bank, then proceed with the election of the Head of the Audit Board.

3. If an Audit Board member wishes to resign, they must submit a letter to the Board of Directors and the Audit Board for the nearest Shareholders' Meeting to decide.

Article 23.

1. In cases where the number of Audit Board members decreases by more than one-third or falls below the minimum number stipulated in the Charter of the Joint Stock Commercial Bank, within sixty days from the date when the minimum number of members is not met, the Audit Board must request the Board of Directors to convene a Shareholders' Meeting to elect additional Audit Board members.

2. In other cases, the nearest Shareholders' Meeting will elect new Audit Board members to replace those who have been dismissed, removed, or to supplement any missing members.

Article 24.

1. After the first Shareholders' Meeting, those elected as the Head and members of the Audit Board are responsible under the law for overseeing the establishment activities of the Joint Stock Commercial Bank.

2. Persons elected to hold the position of Chairperson and members of the Supervisory Board shall be responsible for receiving handover and assuming the duties of their elected positions. Chairpersons and members of the Supervisory Board who are relieved or dismissed shall be responsible for handing over their work to newly-elected Chairpersons and members of the Supervisory Board to handle; at the same time, they must bear personal responsibility for their decisions made during their tenure.

SECTION II. DUTIES AND POWERS OF THE SUPERVISORY BOARD

Article 25. The Supervisory Board has the following duties and powers:

1. To inspect the financial activities of the Joint Stock Commercial Bank; supervise compliance with accounting systems, operations of the internal audit and inspection system of the Joint Stock Commercial Bank.

2. To review the annual financial reports of the Joint Stock Commercial Bank; inspect specific issues related to the financial activities of the Joint Stock Commercial Bank when deemed necessary or pursuant to the decision of the Shareholders' Meeting or upon request of major shareholders.

3. To regularly report to the Board of Directors on the results of operations; seek the opinion of the Board of Directors before submitting reports, conclusions, and recommendations to the Shareholders' Meeting.

4. To report to the Shareholders' Meeting on the accuracy, truthfulness, and legality of record-keeping, retention of vouchers, and bookkeeping, financial reporting; operations of the internal audit and inspection system of the Joint Stock Commercial Bank.

5. To propose additional, amended, and improved measures for the financial activities of the Joint Stock Commercial Bank in accordance with the law.

6. To use the internal audit and inspection system of the Joint Stock Commercial Bank to perform its duties.

7. To convene extraordinary meetings of the Shareholders' Meeting in cases where the Board of Directors makes decisions that seriously violate the obligations of managers as stipulated in Article 86 of the Enterprise Law or exceed the granted authority and other cases as provided for in the Charter of the Joint Stock Commercial Bank.

8. Other duties and powers as prescribed by law and the Charter of the Joint Stock Commercial Bank.

Article 26.

1. Members of the Supervisory Board have the following duties and powers:

a) To elect, relieve, and dismiss the Chairperson of the Supervisory Board;

b) To oversee business activities, check accounting books, assets, reports, annual settlement statements, and propose corrective measures for any identified violations (if any);

c) To have the right to request employees of the Joint Stock Commercial Bank to provide information, data, and explanations regarding business activities;

d) To report to the Chairperson of the Supervisory Board about unusual financial events, and bear personal responsibility for their assessments and conclusions before the Shareholders' Meeting;

đ) NH PHÓAt least once a month, submit a written report on the situation and results of supervision in the assigned field to the Chairperson of the Supervisory Board;

e) To attend meetings of the Board of Directors, express opinions, and make recommendations, but not participate in voting. If there are differing opinions from those resolutions of the Board of Directors, they have the right to request that their opinions be recorded in the minutes of the meeting and directly report to the Shareholders' Meeting;

f) Two-thirds or more of the members of the Supervisory Board may request the Board of Directors to convene an extraordinary session and convene an extraordinary meeting of the Shareholders' Meeting in cases where the Board of Directors commits serious violations as stipulated in Clause 7, Article 25 of this Regulation;

g) To bear legal responsibility and responsibility to shareholders for determining the accuracy and truthfulness of relevant data and documents related to banking activities. In cases of concealment or failure to promptly recommend handling of violations, they will be jointly liable when performing their duties;

h) To perform other rights and duties as prescribed in the Charter of the Joint Stock Commercial Bank.

2. The Chairperson of the Supervisory Board has the following duties and powers:

a) To represent the Supervisory Board in convening extraordinary meetings of the Shareholders' Meeting as stipulated in Clause 7, Article 25 and Point g, Clause 1 of this Regulation;

b) To convene meetings of the Supervisory Board;

c) To assign specific tasks to each member of the Supervisory Board;

d) To be responsible for directing members of the Supervisory Board to implement the duties and powers of the Supervisory Board;

e) To propose the Board of Directors to convene an extraordinary session to address cases of violation of laws, this Regulation, and the Charter of the Joint Stock Commercial Bank;

f) To comply with the minimum shareholding requirements and other provisions of the law, the State Bank, and the Charter of the Joint Stock Commercial Bank.

g) To delegate one of the members of the Supervisory Board to assume the duties of the Chairperson during their absence.

3. Full-time members of the Supervisory Board, members of the Supervisory Board who are not shareholders receive salaries as decided by the Shareholders' Meeting, while other members of the Supervisory Board receive remuneration.

 

PART IV

CHAIRPERSON OF THE JOINT STOCK COMMERCIAL BANK

Article 27.

1. The operation of the Joint Stock Commercial Bank is managed by the General Director, assisted by several Deputy General Directors, Chief Accountant, and specialized staff.

2. The General Director is responsible to the Board of Directors and the law for managing the daily operations of the Joint Stock Commercial Bank.

3. The General Director shall not concurrently hold any management, supervisory, or operational position in another credit organization or company, except in the case of a subsidiary of the Joint Stock Commercial Bank and only hold a managerial or supervisory position in that subsidiary.

4. Deputy General Directors assist the General Director in managing one or more areas of activity of the Joint Stock Commercial Bank according to the assignment of the General Director and are responsible to the General Director and the law for the performance of the assigned tasks.

5. The Chief Accountant assists the General Director in directing the accounting and statistical work of the Joint Stock Commercial Bank, having the rights and duties as prescribed by law.

Article 28.

1. The Board of Directors may only issue decisions to appoint, dismiss, or remove the General Director after receiving a written approval from the Branch of the State Bank at the location where the commercial joint-stock bank has its headquarters.

2. After receiving the appointment decision from the Board of Directors, the General Director shall immediately assume the duties of the newly appointed position; the former General Director is responsible for handing over work to the new General Director and must bear personal responsibility for their decisions made during their tenure.

Article 29.

1. In cases where the General Director loses their qualifications as a General Director automatically, the Board of Directors must immediately appoint a Deputy General Director or a Head of Business Department (if there is no Deputy General Director) who meets the conditions stipulated by the State Bank and does not fall under the provisions of Article 3 and Article 4 of this Regulation to take on the duties of the General Director and report immediately in writing to the Branch of the State Bank at the location where the commercial joint-stock bank has its headquarters.

2. Within a maximum period of 60 days from the date the General Director loses their qualifications as a General Director automatically or from the date the Board of Directors receives the General Director's resignation letter, the Board of Directors must find a replacement and proceed with the procedures to request the appointment of a new General Director for approval by the Governor of the State Bank.

3. In cases where the General Director seriously violates laws, regulations of the State Bank, and the Charter of the commercial joint-stock bank, the Board of Directors has the right to temporarily suspend the General Director's management authority, while immediately appointing a Deputy General Director or a Head of Business Department (if there is no Deputy General Director) who meets the conditions stipulated by the State Bank and does not fall under the provisions of Article 3 and Article 4 of this Regulation to take on the duties of the General Director and submit a written report and proposal for handling the violations, as well as the General Director position, to the Branch of the State Bank at the location where the commercial joint-stock bank has its headquarters for resolution according to current regulations.

4. During the time the General Director has not been approved by the Governor of the State Bank, the Chairman of the Board of Directors and other members of the Board of Directors, the Head of the Supervisory Board and other members of the Supervisory Board shall be fully responsible under the law and to shareholders for all activities of the commercial joint-stock bank.

Article 30. The General Director has the following responsibilities and authorities:

1. To present to the Board of Directors:

a) Amendments and supplements to the Charter of the commercial joint-stock bank;

b) Establishment of subsidiaries;

c) Opening branches, representative offices, and business units;

d) Organizational structure of the management and operation at the headquarters; organizational structure of the branch management;

đ) Appointing, dismissing, and removing Deputy General Directors, Chief Accountants; Branch Managers, Representative Office Managers, and Business Unit Managers according to the provisions of the Bank Charter;

e) Operating regulations of branches, representative offices, business units, and affiliated companies;

g) Decisions on interest rates, commission ratios, fees, and penalties for customers according to the law;

h) Issuing new shares;

i) Business operation plans;

k) Capital contributions and purchases of shares of enterprises and other credit organizations;

l) Mergers, acquisitions, spin-offs, dissolutions, and liquidations of the commercial joint-stock bank and its branches, representative offices, affiliated companies, and business units;

m) Changes specified in Clause 1 of Article 31 of the Law on Credit Institutions;

n) Organizing independent audits to audit the operations of the commercial joint-stock bank itself;

o) Providing specific guidance on implementing state regulations regarding the operations of the commercial joint-stock bank.

2. To appoint, dismiss, and remove positions within the scope of authority as defined in the Bank Charter. To recruit, discipline, and terminate employees of the commercial joint-stock bank; to decide salaries and allowances for workers, including managers appointed by the General Director, in accordance with the law and the Regulations issued by the Board of Directors.

3. To implement business operation plans approved by the Board of Directors.

4. To manage and make decisions related to the commercial joint-stock bank's business activities in accordance with the law, the Charter of the commercial joint-stock bank, and resolutions of the Board of Directors; to be responsible for the results of the commercial joint-stock bank's business operations.

5. To represent the commercial joint-stock bank in international relations, litigation, disputes, dissolution, and bankruptcy proceedings.

6. To decide to apply measures exceeding their authority in emergency situations (natural disasters, enemy threats, fires, accidents) and to be responsible for those decisions, then immediately reporting to the Board of Directors, the State Bank, and other competent state agencies for further resolution.

7. To be subject to supervision and inspection by the Board of Directors, the Supervisory Board, the State Bank, and other competent state agencies regarding the implementation of their management responsibilities.

8. To report to the Board of Directors, the State Bank, and other competent state agencies as required by law on the results of the commercial joint-stock bank's business operations.

9. Other rights and responsibilities as prescribed by law, the Bank Charter, and decisions of the Board of Directors.

CHAPTER V

PROCEDURES, REQUIREMENTS, AND APPROVALS FOR

ELECTION, REMOVAL, DISMISSAL, AND APPOINTMENT OF

BOARD OF DIRECTORS, SUPERVISORY BOARD, GENERAL DIRECTOR

Article 31.

1. At least 30 days before convening the Shareholders' Meeting to change members of the Board of Directors, members of the Supervisory Board, the commercial joint-stock bank must issue a notification and guide the standards and conditions for candidates running for positions as members of the Board of Directors and members of the Supervisory Board for shareholders entitled to attend the Shareholders' Meeting to prepare necessary procedures for nomination or self-nomination for these positions.

2. The curriculum vitae (according to the attached model of this Regulation) of the person nominated or self-nominated for the position of member of the Board of Directors or member of the Supervisory Board must be publicly announced so that all shareholders attending the General Meeting of Shareholders are aware before the election takes place.

3. The person nominated or self-nominated for the position of member of the Board of Directors or member of the Supervisory Board shall be responsible under the law and before the General Meeting of Shareholders for the accuracy and honesty of the content of their curriculum vitae.

Article 32.

1. The Governor of the State Bank of Vietnam authorizes the Director of the State Bank of Vietnam Branch in the province or city to examine and issue a document approving (or not approving) the commercial joint stock bank with its headquarters located within the jurisdiction to proceed with changing members of the Board of Directors, members of the Supervisory Board, and the General Director.

2. A commercial joint stock bank may only proceed with changing members of the Board of Directors, members of the Supervisory Board, and the General Director after receiving an approval document from the State Bank of Vietnam Branch in the province or city where the commercial joint stock bank has its headquarters.

3. The State Bank of Vietnam Branch in the province or city shall be responsible for dispatching staff with sufficient authority to attend the General Meeting of Shareholders of the commercial joint stock bank with its headquarters located within the jurisdiction and must immediately provide an opinion on the legality and validity of the General Meeting of Shareholders, the adoption of resolutions by the General Meeting of Shareholders, and the removal, dismissal, and election of members of the Board of Directors and members of the Supervisory Board.

Article 33.

1. The application file for prior approval before changing members of the Board of Directors, members of the Supervisory Board, and the General Director includes:

a) A request from the Chairman of the Board of Directors of the commercial joint stock bank proposing to change members of the Board of Directors, members of the Supervisory Board, and the General Director (specifying the reasons for the change).

b) Minutes of the Board of Directors meeting to consider this change.

c) The original Resignation Letter or Replacement Letter of the shareholder corporation's representative managing the share capital at the bank (if applicable).

d) The curriculum vitae (original) of the person proposed to be appointed as the General Director according to the attached model.

đ) Certified copies of diplomas of the person proposed to be appointed as the General Director.

e) Other related documents.

2. Within no more than seven working days from the date of receipt of the complete application file as stipulated in Clause 1 of this Article, the State Bank of Vietnam Branch in the province or city where the commercial joint stock bank has its headquarters shall be responsible for examining and issuing a document approving (or not approving) the change of members of the Board of Directors, members of the Supervisory Board, and the General Director; if not approved, the reasons must be clearly stated.

Article 34. Within no more than fifteen working days from the date of passing the election, removal, or dismissal of the positions of Chairman and other members of the Board of Directors, Head and other members of the Supervisory Board, or the Board of Directors' decision to appoint the position of General Director, the commercial joint stock bank must complete the file and submit it to the State Bank of Vietnam Branch in the province or city where the commercial joint stock bank has its headquarters. The file includes:

1. A request from the Chairman of the Board of Directors proposing to confirm the removal, dismissal, and election of the positions. The request must confirm that the person proposed for confirmation does not violate Articles 3 and 4 of this Regulation and meets the current legal requirements for qualifications, conditions, and standards.

2. Minutes and resolutions of the General Meeting of Shareholders confirming the removal, dismissal, and election of the positions of members of the Board of Directors and members of the Supervisory Board.

3. Minutes of the Board of Directors meeting regarding the removal, dismissal, and election of the position of Chairman of the Board of Directors or the dismissal, removal, and appointment of the position of General Director.

4. Minutes of the Supervisory Board meeting regarding the removal, dismissal, and election of the position of Head of the Supervisory Board.

5. The curriculum vitae (original) of the person proposed for confirmation of the elected or appointed position (according to the attached model).

6. Certified copies of diplomas of the person proposed for confirmation of the elected or appointed position.

7. The original Resignation Letter or Replacement Letter of the shareholder corporation's representative managing the share capital at the bank (if applicable).

8. Other related documents.

Article 35.

1. Within no more than seven working days from the date of receipt of the complete file as stipulated in Article 34 of this Regulation, the State Bank of Vietnam Branch in the province or city where the commercial joint stock bank has its headquarters shall be responsible for examining and verifying the qualifications of the person proposed for confirmation and submitting a report along with the file requesting the Governor of the State Bank of Vietnam to confirm (if the regulations are met) or issuing a document guiding the commercial joint stock bank to supplement the file according to current regulations.

2. Within no more than fifteen working days from the date of receipt of the complete file according to current regulations, the Governor of the State Bank of Vietnam will examine and decide to confirm or issue a document requiring the State Bank of Vietnam Branch to direct the unit to supplement and explain further the file. If more than forty-five days have passed since the State Bank of Vietnam issued a document requesting supplementation and further explanation of the file and the Board of Directors of the commercial joint stock bank has not completed the file according to the requirements, then the State Bank of Vietnam will not consider the proposed confirmed position.

3. Those who have been elected or appointed to hold positions at the commercial joint stock bank but have not been confirmed by the Governor of the State Bank of Vietnam due to not meeting the current standards and conditions or failing to timely supplement and explain the file according to the prescribed deadlines will not continue to perform the duties of the elected or appointed position.

4. The members of the Board of Directors and the remaining members of the Supervisory Board of the Joint Stock Commercial Bank shall be responsible to shareholders, under the law, and the State Bank of Vietnam for the management, supervision, and operation (if there is no General Director) of the business activities of the Joint Stock Commercial Bank; at the same time, they must promptly carry out procedures to remove, dismiss, elect, or appoint any positions that are still vacant or insufficient according to this Regulation and the Charter of the Joint Stock Commercial Bank to submit to the State Bank of Vietnam for examination and decision.

Chapter VI

IMPLEMENTING PROVISIONS

Article 36. Within a maximum period of six months from the date this Regulation takes effect, Joint Stock Commercial Banks that have been granted licenses for establishment and operation by the Governor of the State Bank of Vietnam must adjust in accordance with the provisions of this Regulation.

Article 37. Any amendments or supplements to the provisions of this Regulation shall be decided by the Governor of the State Bank of Vietnam./.