Decision No. 1325/2002/QD-NHNN on approving the charter regarding the organization and operation of the Vietnam Commercial Joint Stock Bank (VietinBank).

Pursuant to …;

Regarding the approval of the charter on organization and operation

of the Vietnam Industrial and Commercial Bank

_______________

 

GOVERNOR OF THE STATE BANK OF VIETNAM

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 Government Decree No. 15/CP dated March 2, 1993 on the tasks, powers, and responsibilities for state management of ministries and ministerial-level agencies;

Pursuant to the Government Decree No. 49/2000/NĐ-CP dated September 12, 2000 on the organization and operation of commercial banks;

At the proposal of the Chairman of the Board of Directors of the Vietnam Industrial and Commercial Bank and the Director of the Department of Banks and Non-Bank Credit Institutions;

Pursuant to …;

Article 1. Approves the Charter on organization and operation of the Vietnam Industrial and Commercial Bank issued pursuant to Decision No. 135/QĐ-HĐQT-NHCT1 dated November 18, 2002 of the Chairman of the Board of Directors of the Vietnam Industrial and Commercial Bank, attached hereto.

Article 2. This Decision takes effect from the date of signing and replaces Decision No. 327/QĐ-NH5 dated October 4, 1997 of the Governor of the State Bank of Vietnam on the approval of the Charter on organization and operation of the Vietnam Industrial and Commercial Bank.

Article 3. The Heads of the Office of the State Bank of Vietnam, the Director of the Department of Banks and Non-Bank Credit Institutions, the Heads of units under the State Bank of Vietnam related to this matter, the Governors of the State Bank of Vietnam Branches in provinces and centrally governed cities, the Chairman of the Board of Directors and the General Director of the Vietnam Industrial and Commercial Bank shall be responsible for implementing this Decision.

 

Pursuant to …;

Of the Board of Directors of the Vietnam Industrial and Commercial Bank

"Issuing the Charter on organization and operation of

the Vietnam Industrial and Commercial Bank"

________________

 

BOARD OF DIRECTORS OF THE VIETNAM INDUSTRIAL AND COMMERCIAL BANK

Pursuant to the Law on Credit Organizations No. 02/1997/QH10 dated December 12, 1997;

Pursuant to the Government Decree No. 49/2000/NĐ-CP dated September 12, 2000 on the organization and operation of commercial banks;

Pursuant to the Model Charter on organization and operation of state-owned commercial banks issued together with Decision No. 122/2001/QĐ-NHNN dated February 20, 2001 of the Governor of the State Bank of Vietnam;

Pursuant to the Resolution dated August 15, 2002 of the Board of Directors of the Vietnam Industrial and Commercial Bank;

At the proposal of the General Director of the Vietnam Industrial and Commercial Bank,

Pursuant to …;

Article 1. Issued together with this Decision is the Charter on organization and operation of the Vietnam Industrial and Commercial Bank.

Article 2. This Decision takes effect from the date of signing. The Charter on organization and operation of the Vietnam Industrial and Commercial Bank shall be implemented after being approved by the State Bank of Vietnam.

Article 3. Members of the Board of Directors, the General Director, Deputy General Directors, Chief Accountant, Heads of Departments and Divisions at the Head Office, Branch Managers, Subsidiary Company Managers, Heads of Affiliated Units, and Heads of Representative Offices of the Vietnam Industrial and Commercial Bank shall be responsible for implementing this Decision.

 

CHARTER

On the organization and operation of the Vietnam Industrial and Commercial Bank

(Issued together with Decision No. 135/QĐ-HĐQT-NHCT1 dated November 18, 2002 of

the Board of Directors of the Vietnam Industrial and Commercial Bank)

_______________________

 

Chapter 1:

GENERAL PROVISIONS

Article 1. The Vietnam Industrial and Commercial Bank (hereinafter referred to as the Vietnam Industrial and Commercial Bank) is a state-owned commercial bank established pursuant to Decision No. 402/CT dated November 14, 1990 of the Chairman of the Council of Ministers and re-established pursuant to Decision No. 285/QĐ-NH5 dated September 21, 1996 of the Governor of the State Bank of Vietnam based on the model of a state-owned corporation as stipulated in Decision No. 90/TTg dated March 7, 1994 by the Prime Minister's authorization. The Vietnam Industrial and Commercial Bank carries out banking activities and other related business operations for profit-making purposes and contributes to achieving national economic goals.

Article 2. The Vietnam Industrial and Commercial Bank has:

1-Legal personality under Vietnamese law.

2-Name: Vietnam Industrial and Commercial Bank.

- International trading name in English is INDUSTRIAL AND COMMERCIAL BANK OF VIETNAM abbreviated as INCOMBANK VIETNAM; abbreviated as ICB.

- Head office: at 108 Tran Hung Dao Street, Hoan Kiem District, Hanoi City.

Tel: (04).9421030- 9421158 - fax: 04- 9421032 - Telex : 412259 ICBV-VT.

3-Charter on organization and operation, management and operational structure.

4-Registered capital: 2,100,000,000,000 VND (Two trillion one hundred billion VND) and will be supplemented periodically.

5-Its own seal, accounts opened at the State Bank of Vietnam and domestic and foreign banks according to the regulations of the State Bank of Vietnam.

6-General balance sheet and funds as prescribed by law.

Article 3. The Vietnam Industrial and Commercial Bank has a term of operation of 99 years from the date the Governor of the State Bank of Vietnam signed the decision to re-establish it pursuant to Decision No. 285/QĐ-NH5 dated September 21, 1996.

Article 4. The Vietnam Industrial and Commercial Bank is subject to state management by the State Bank of Vietnam, ministries, ministerial-level agencies, government agencies, and People's Committees at all levels according to their functions and the provisions of the law.

Chapter 2:

CONTENTS AND SCOPE OF OPERATIONS OF THE VIETNAM INDUSTRIAL AND COMMERCIAL BANK

Section I: FUNDS RAISING

Article 5. The Commercial Bank raises funds through the following methods:

1- Accepting deposits from organizations, individuals, and other credit institutions in various forms such as demand deposits, term deposits, and other types of deposits denominated in Vietnamese dong, foreign currencies, and gold.

2- Issuing deposit certificates, bills of exchange, bonds, and other securities to raise funds from domestic and foreign organizations and individuals upon approval by the Governor of the State Bank of Vietnam.

3- Borrowing funds from other credit institutions operating in Vietnam and foreign credit institutions.

4- Short-term borrowing from the State Bank of Vietnam in the form of rediscounting.

5- Other fund-raising methods as prescribed by the State Bank of Vietnam.

Section II: CREDIT ACTIVITIES

Article 6. The Commercial Bank provides credit in Vietnamese dong, foreign currencies, and gold to organizations and individuals in the following forms: loans; discounting commercial bills and other negotiable instruments; guarantees; financial leasing; and other forms as prescribed by the State Bank of Vietnam.

Article 7. The Commercial Bank lends funds to organizations, individuals, and households in the following forms:

1- Short-term loans.

2- Medium-term loans.

3- Long-term loans.

4- Loans pursuant to decisions of the Prime Minister when necessary.

Article 8.

1- The Commercial Bank has the right to request customers to provide documentation proving investment projects; business plans, service plans, and feasible living support plans; their own financial capacity and that of guarantors before making lending decisions. It monitors and supervises the loan process, usage of borrowed funds, and repayment by customers. It has the right to terminate lending, recover debts early if it discovers false information provided by customers or breaches of credit contracts. It may refuse loans to customers who do not meet borrowing conditions, projects, or loans that do not generate economic benefits, have no potential for capital recovery, or do not comply with legal regulations.

2- The Commercial Bank has the right to dispose of collateral assets of borrowers and assets of guarantors in fulfilling guarantee obligations to recover debts according to the Government Decree on collateral for credit institutions' loans; initiate legal proceedings against customers violating credit contracts and guarantors failing to fulfill or improperly fulfilling guarantee obligations as stipulated by law.

3- The Commercial Bank may reduce interest rates on loans, bank fees, extend debt terms, adjust debt periods, buy and sell debts according to the State Bank of Vietnam's regulations.

Article 9.

1- The Commercial Bank conducts loan guarantee, payment guarantee, contract performance guarantee, tender guarantee, and other banking guarantee services for organizations and individuals as prescribed by the State Bank of Vietnam.

2- The Commercial Bank conducts loan guarantees, payment guarantees, and other banking guarantees where the beneficiary is a foreign organization or individual.

3- The Commercial Bank has the right to require guaranteed parties to fulfill their commitments to the Commercial Bank; ensure the guarantee provided by the Commercial Bank; provide complete and accurate information and documents related to the guarantee; control all activities related to guarantee obligations; refuse guarantees for customers lacking credibility.

Article 10.

1- The Commercial Bank performs the discounting of commercial bills, promissory notes, and other short-term negotiable instruments for organizations and individuals.

2- The Commercial Bank performs the rediscounting of commercial bills; promissory notes; acceptance bills; and other short-term negotiable instruments for other credit institutions.

Article 11. The Commercial Bank conducts financial leasing operations through its affiliated Financial Leasing Company. The Financial Leasing Company of the Commercial Bank organizes and operates according to legal regulations and the Company Charter.

Section III: PAYMENT SERVICES AND RESERVES

Article 12.

1- The State Bank opens deposit accounts and other accounts at the State Bank's Trading Department, the State Bank's branch in Hanoi City to conduct payment transactions and maintain the required reserve balance on the deposit account at the State Bank's Trading Department as prescribed by the State Bank; opens deposit accounts at other domestic banks as prescribed by the State Bank.

2- The Trading Department and branches of the State Bank open deposit accounts at the State Bank's branch in the province or city where the State Bank's Trading Department or branch is located.

3- The State Bank opens accounts for domestic and foreign customers in accordance with the provisions of the law.

Article 13.

1- The State Bank provides payment services and reserves:

a) Supplying payment instruments.

b) Providing domestic payment services for customers.

c) Providing collection and disbursement services.

d) Providing other payment services as prescribed by the State Bank.

đ) Providing international payment services as prescribed by the State Bank.

e) Providing cash receipt and issuance services for customers.

2- The State Bank organizes internal payment systems and participates in inter-bank payment systems within the country. Participates in international payment systems as prescribed by the State Bank.

Section IV: OTHER ACTIVITIES

Article 14. The State Bank conducts the following other activities:

1- Using charter capital and reserve funds to contribute capital or purchase shares of enterprises and other credit organizations in accordance with the provisions of the law.

2- Contributing capital with foreign credit organizations to establish joint venture credit organizations in Vietnam in accordance with the Government's regulations on the organization and operation of foreign credit organizations in Vietnam.

3- Participating in the money market in accordance with the provisions of the State Bank.

4- Operating foreign exchange and gold markets both domestically and internationally in accordance with the provisions of the State Bank.

5- Entrusting, accepting entrustment, acting as agent in areas related to banking activities, including managing assets and investment capital of organizations and individuals both inside and outside the country under entrustment and agency contracts.

6- Providing insurance services; Establishing subsidiaries; Joint ventures to operate insurance business in accordance with the provisions of the law.

7- Providing the following services:

- Financial and monetary advisory services for customers in the form of direct advice to customers; establishing subsidiaries in accordance with the provisions of the law.

- Valuable item storage, safe deposit box rental, pawnshop services, and other services as prescribed by the law.

8- Conducting asset exploitation operations through the State Bank's Asset Management and Exploitation Company.

9- Conducting securities trading operations through the State Bank Securities Joint Stock Company.

10- Engaging in other businesses related to banking activities in accordance with the provisions of the law.

Article 15. The State Bank does not directly engage in real estate business.

Article 16. During its operations, the State Bank complies with the provisions on limitations to ensure safety in operations as stipulated in Article 5 of Chapter III of the Law on Credit Organizations and the regulations of the State Bank, and provisions on inventory write-downs and securities write-downs as prescribed by the law.

Chapter 3:

ORGANIZATIONAL STRUCTURE, MANAGEMENT, OPERATIONS, AND SUPERVISION OF THE STATE BANK

Chapter I: ORGANIZATIONAL STRUCTURE

Article 17. The organizational system of the Commercial Joint Stock Bank (Diagram 1 attached)

1- Head office.

2- Trading offices, branches (referred to as first-level branches), representative offices, public service units, subsidiaries under the Commercial Joint Stock Bank.

3- Branches dependent on first-level branches (referred to as second-level branches).

4- Trading rooms, savings funds dependent on trading offices, first-level branches, second-level branches.

The list of trading offices, first-level branches, representative offices, subsidiaries, public service units under the Commercial Joint Stock Bank is recorded in the attached Articles of Association.

Article 18. Organizational structure of the management and operation system of the Head Office (Diagram 2 attached):

1- Board of Directors and supporting staff.

2- Supervisory Board.

3- General Director and supporting staff.

4- Internal inspection and audit system.

Article 19. Supporting staff of the General Director:

1- Deputy General Directors.

2- Chief Accountant.

3- Specialized departments.

4- Internal Inspection and Audit Department (referred to as Internal Inspection Department).

Article 20. Organizational structure of the management and operation system of trading offices, first-level branches, second-level branches (Diagram 3 attached):

1- Director.

2- Deputy Directors.

3- Head of Accounting Department.

4- Specialized Departments.

5- Trading Rooms, Savings Funds.

6- Internal Inspection and Audit Team.

Article 21. Organizational structure of the management and operation system of representative offices, public service units is determined by the Board of Directors of the Commercial Joint Stock Bank in accordance with the provisions of the law.

Article 22. Organizational structure of the management and operation system of subsidiaries is implemented in accordance with the regulations of the Government for each type of subsidiary permitted to be established.

Chapter II: BOARD OF DIRECTORS AND SUPERVISORY BOARD

Article 23. The management of the Commercial Joint Stock Bank is the Board of Directors. The Governor of the State Bank of Vietnam appoints, dismisses positions within the Board of Directors, rewards, and disciplines members of the Board of Directors.

Article 24. The Board of Directors and members of the Board of Directors of the Commercial Joint Stock Bank:

1- The Board of Directors consists of five members, all of whom are full-time members, including: one Chairman of the Board of Directors, one member of the Board of Directors兼任总经理，一名董事会成员兼任监察委员会主任。根据工商业银行的规模和活动范围，董事会成员的数量可以增加到七名。增加董事会成员数量由工商业银行董事会决定。

2- Members of the Board of Directors must have prestige, professional ethics, and knowledge of banking operations, and not belong to the categories specified in Article 40 of the Law on Credit Organizations.

3- 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.

4- The Chairman of the Board of Directors may not participate in the Board of Directors or manage other credit organizations, except when such organization is a subsidiary of the Commercial Joint Stock Bank.

5- The Chairman of the Board of Directors may not concurrently hold the position of General Manager or Deputy General Manager of the Commercial Joint Stock Bank.

6- The term of office for members of the Board of Directors is five years. Members of the Board of Directors may be reappointed.

Article 25: Duties and powers of the Board of Directors:

1- Manage the Commercial Joint Stock Bank in accordance with the Law on Credit Organizations, the Government's Decree on the organization and operation of commercial banks, and other relevant laws.

2- Accept capital and other resources assigned by the State.

3- Submit to the Governor of the State Bank of Vietnam:

a) Approval of amendments and supplements to the Articles of Association of the Commercial Joint Stock Bank;

b) Establishment of subsidiaries;

c) Approval of the establishment of trading offices, branches, representative offices both domestically and abroad (hereinafter referred to as representative offices), and the establishment of public service units of the Commercial Joint Stock Bank;

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

e) Approval of mergers, acquisitions, consolidations, takeovers, dissolutions of the Commercial Joint Stock Bank and its trading offices, branches, representative offices, subsidiaries, and public service units;

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

g) Appointment and dismissal of the Chairman and members of the Board of Directors, General Manager, Deputy General Managers, and Chief Accountants of the Commercial Joint Stock Bank;

h) Approval of the appointment and dismissal of the heads and members of the specialized Supervisory Board;

i) Approval of the organization of independent audits to audit the activities of the Commercial Joint Stock Bank.

4- Approve plans proposed by the General Manager regarding the allocation of capital and other resources to subsidiaries.

5- Decide on capital contributions and share purchases from enterprises and other credit organizations, except for capital contributions, share purchases, and joint ventures with foreign investors.

6- Approve business operation plans and profit distribution plans of the Commercial Joint Stock Bank proposed by the General Manager.

7- Appoint, dismiss, transfer, reward, and discipline the heads of representative offices, trading office directors, branch directors, public service unit directors, and subsidiary directors, except where the law provides otherwise for subsidiaries and other positions.

8- Determine the organizational structure of the management and operation system at the head office; the organizational structure of the management and operation system of trading offices, branches, representative offices, and public service units. Approve the total staffing of the Commercial Joint Stock Bank based on the proposal of the General Manager. Issue regulations for officials; salary regulations; financial regulations; reward and punishment regulations applicable within the Commercial Joint Stock Bank.

9- Set interest rates, exchange rates, commission rates, fees, and penalty amounts for customers according to the regulations of the State Bank of Vietnam and the law for the General Manager to organize implementation.

10- Issue operational regulations for trading offices, branches, representative offices, and public service units. Issue Articles of Association and amendments and supplements to the Articles of Association of subsidiaries of the Commercial Joint Stock Bank.

11- Issue operational regulations for the Board of Directors and the Supervisory Board.

12- Enact regulations on the organization and operation of the internal inspection and audit machinery in accordance with the provisions of the law. The organizational structure, functions, tasks, and powers of departments or divisions at the headquarters shall be proposed for approval by the General Director.

13- Approve the annual consolidated financial report and final accounts of the State Commercial Bank.

14- Issue specific guiding documents for the implementation of state policies, systems, and regulations concerning banking activities.

15- Perform other rights and duties as prescribed by law.

Article 26. Duties of members of the Board of Directors

1- The Chairman of the Board of Directors has the following duties:

a) To be responsible for all matters of the Board of Directors, organize the assignment of tasks to members to fulfill the Board's duties and powers;

b) On behalf of the Board of Directors and the General Director, sign to accept capital and other resources allocated by the State to the State Commercial Bank;

c) Sign documents within the Board's authority to submit to the Governor of the State Bank of Vietnam and relevant agencies;

d) Sign resolutions, decisions, and documents or approve documents within the Board's authority to implement within the State Commercial Bank;

đ) Convene, chair, and assign Board of Directors' members to prepare the agenda for Board meetings;

e) Monitor and urge the fulfillment of tasks by Board members between Board meetings.

2- The duties of other Board of Directors' members shall be assigned by the Chairman of the Board of Directors in accordance with the State Commercial Bank's operations and individual work conditions.

Article 27. Administrative apparatus of the Board of Directors

1- The Board of Directors uses the management machinery and seal of the State Commercial Bank to perform its duties.

2- The Board of Directors has a dedicated staff unit consisting of five officers. The Chairman of the Board of Directors selects and replaces the Board of Directors' staff members.

3- The Board of Directors establishes an Audit Committee to inspect and supervise the State Commercial Bank's activities.

Article 28. Working regime of the Board of Directors

1- The Board of Directors operates under a collective system; it convenes regular meetings once a month to review and decide on issues within its authority and responsibility. When necessary, the Board may convene extraordinary meetings to address urgent issues of the State Commercial Bank based on proposals from the Chairman of the Board of Directors, the Head of the Audit Committee, the General Director, or more than 50% of Board members.

2- The Chairman of the Board of Directors convenes and chairs all Board meetings; in his absence, he delegates another member of the Board to convene and chair the meeting.

3- A Board meeting is considered valid when at least two-thirds of the members are present. Meeting materials must be sent to Board members and invited representatives five working days before the meeting date.

Board meetings are recorded in minutes, which are signed by all attending Board members.

Resolutions and decisions of the Board of Directors require more than 50% of the total number of Board members to vote in favor. In case of equal votes, the final decision rests with the Chairman of the Board of Directors' opinion.

A Board member who disagrees with a resolution or decision of the Board of Directors has the right to reserve their opinion and report it to competent state authorities; they must still comply with the resolution or decision until a decision is made by the competent authority. The reserved opinion is documented in writing, signed by the person reserving it, and stored alongside related resolutions and decisions of the meeting.

4- When the Board of Directors convenes to discuss matters related to the state management functions of ministries, sectors, and provinces/cities, representatives with authority from these entities must be invited to attend; if the matter concerns the rights and obligations of employees in the State Commercial Bank, representatives from the industry trade union must be invited. Invited representatives have the right to speak but not to vote.

5- Resolutions and decisions of the Board of Directors are binding on the entire State Commercial Bank system.

6- The General Director of the State Commercial Bank, Branch Directors, and heads of affiliated units are responsible for providing timely and complete information related to the State Commercial Bank's operations as required by the Board of Directors.

7- Board members are responsible for protecting confidential information provided.

8- The operating costs of the Board of Directors and the Audit Committee, including salaries and allowances for Board members, Audit Committee members, and the Board's support staff, are included in the State Commercial Bank's management expenses. The General Director ensures the working conditions and means for the Board of Directors and the Audit Committee.

Article 29. Members of the Audit Committee

1- The Audit Committee consists of five members, three of whom are full-time members; two are part-time members (one recommended by the Minister of Finance, one by the Governor of the State Bank of Vietnam). Depending on the scale of the State Commercial Bank's operations, the number of Audit Committee members may increase, with such increases decided by the Board of Directors.

2- The Head of the Audit Committee is a Board of Directors' member appointed by the Board of Directors. Other Audit Committee members are appointed, relieved, or transferred by the Board of Directors. The Head and other members of the Audit Committee must be approved by the Governor of the State Bank of Vietnam.

3- Audit Committee members must meet the requirements for professional qualifications and ethical standards set by the State Bank of Vietnam and not fall under the categories specified in Article 40 of the Law on Credit Organizations.

Article 30. Duties and Powers of the Audit Board

1- Examine the financial activities of the Vietnam Commercial Joint Stock Bank; supervise compliance with accounting systems, and the operation of the internal audit and inspection system of the Vietnam Commercial Joint Stock Bank.

2- Review the annual financial reports of the Vietnam Commercial Joint Stock Bank; inspect specific issues related to the financial activities of the Vietnam Commercial Joint Stock Bank when deemed necessary or as decided by the Board of Directors.

3- Regularly report to the Board of Directors on the results of the financial activities of the Vietnam Commercial Joint Stock Bank.

4- Report to the Board of Directors on the accuracy, truthfulness, and legality of record-keeping, retention of vouchers, and preparation of accounting books and financial reports of the Vietnam Commercial Joint Stock Bank; the operation of the internal audit and inspection system of the Vietnam Commercial Joint Stock Bank.

5- Propose supplementary, amended, and improved measures for the financial activities of the Vietnam Commercial Joint Stock Bank in accordance with the law.

6- Utilize the internal audit and inspection system of the Vietnam Commercial Joint Stock Bank to perform their tasks.

7- Other duties and powers as prescribed by law.

Chapter III: GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 31. The General Director manages the operations of the Vietnam Commercial Joint Stock Bank. Assistant to the General Director includes several Deputy General Directors, Chief Accountant, and specialized departments.

Article 32. The General Director is the legal representative of the Vietnam Commercial Joint Stock Bank, accountable to the Board of Directors and the law for daily management activities according to the duties and powers stipulated in Article 36 of this Charter.

Article 33. Deputy General Directors assist the General Director in managing one or more areas of activity of the Vietnam Commercial Joint Stock Bank as assigned by the General Director and are responsible to the General Director and the law for the assigned tasks.

Article 34. The General Director and Deputy General Directors must not be within the scope defined in Article 40 of the Law on Credit Institutions, reside in Vietnam during their tenure, and possess the professional qualifications and managerial capabilities required by the State Bank of Vietnam.

Article 35. The General Director and Deputy General Directors are appointed, relieved of duty, rewarded, and disciplined by the Governor of the State Bank of Vietnam upon the recommendation of the Board of Directors.

Article 36. Duties and Powers of the General Director

1- Together with the Chairman of the Board of Directors, receive capital and other resources allocated by the State for management and use. Allocate capital and other resources to subsidiaries according to plans approved by the Board of Directors.

2- Submit to the Board of Directors:

a) Amendments and supplements to the Charter of the Vietnam Commercial Joint Stock Bank;

b) Establishment of subsidiaries;

c) Opening of trading offices, branches, representative offices, establishment of public service units;

d) Organizational structure of the management and operational staff at headquarters; organizational structure of the operational staff at trading offices, branches, representative offices, public service units; total staffing of the Vietnam Commercial Joint Stock Bank;

đ) Appointments, dismissals, transfers, rewards, and disciplinary actions for Deputy General Directors, Chief Accountants; Directors of trading offices, branches of the Vietnam Commercial Joint Stock Bank, Heads of representative offices, public service units, subsidiaries, except where otherwise provided by law for subsidiaries and other positions as prescribed by law;

e) Issuance of regulations on the organization and operation of the internal audit and inspection system in accordance with the law; rules on the organization and operation of trading offices, branches, representative offices, public service units;

f) Issuance of regulations: Staff; Rewards and Disciplinary Actions; Finance, Salary;

g) Approval of business operation plans and profit utilization plans after tax;

h) Regulations on interest rates, exchange rates, commission rates, fees, and penalty amounts for violations in banking operations and services to apply to customers during each period as prescribed by law;

i) Decisions on capital contributions and purchases of shares in enterprises and other credit institutions;

k) Plans for splitting, merging, consolidating, acquiring, dissolving the Vietnam Commercial Joint Stock Bank and its trading offices, branches, representative offices, subsidiaries, and public service units;

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

m) Selection of independent auditing organizations to audit the activities of the Vietnam Commercial Joint Stock Bank;

n) Approval of consolidated financial statements and annual settlement reports of the Vietnam Commercial Joint Stock Bank;

o) Issuance of detailed guidelines for implementing state policies, systems, and regulations on banking activities issued by the State and the State Bank of Vietnam;

3- Appoint, relieve from duty, transfer, reward, and discipline Heads and Deputy Heads of specialized departments at headquarters, Deputy Directors, Heads of accounting departments, Heads of business departments, and Team Leaders of internal audit and inspection teams at trading offices, branches, public service units, subsidiaries, and other positions as prescribed by law or the operational rules of the Board of Directors within the authority of the General Director.

4- Implement business operation plans and post-tax profit utilization plans approved by the Board of Directors.

5- Manage and decide on matters related to the bank's business activities in accordance with the law and decisions of the Board of Directors; be responsible for the results of the bank's business activities.

6- Represent the Vietnam Commercial Joint Stock Bank in international relations, litigation, disputes, dissolution, and bankruptcy as prescribed by law.

7- Be authorized to take measures beyond their authority in emergency situations (natural disasters, enemy threats, fires, accidents), and be responsible for those decisions, subsequently reporting immediately to the Board of Directors, the State Bank of Vietnam, and other competent state agencies for further resolution.

8- Be subject to supervision and inspection by the Board of Directors, the Supervisory Board, the State Bank of Vietnam, and other competent state agencies regarding the performance of their management duties.

9- Report to the Board of Directors, the State Bank of Vietnam, and other competent state agencies as prescribed by law on the results of the bank's business activities.

10 - Recruitment, signing of labor contracts, decisions to terminate labor contracts, rewards, disciplinary actions, salaries, and allowances for employees of the Commercial Bank shall be carried out within the scope of authority and in accordance with the law.

11 - Other rights and duties as prescribed by law and decided by the Board of Directors.

Article 37. The Chief Accountant is appointed and relieved of duty by the Governor of the State Bank upon the proposal of the Board of Directors and after reaching an agreement with the Ministry of Finance. The Chief Accountant assists the General Director in directing accounting and statistical work at the Bank, and has the rights and duties as prescribed by law.

Article 38. Professional departments at the headquarters have the function of advising and assisting the Board of Directors and the General Director in management and operation, and organizing business activities of the Commercial Bank. The organizational structure and functions of these departments are determined by the Board of Directors based on the proposal of the General Director.

Chapter IV: INTERNAL AUDIT SYSTEM

Article 39. Internal audit system

1 - The specialized internal audit system (referred to collectively as the internal audit system) belongs to the operational machinery under the General Director from the headquarters to trading offices, branches, representative offices, and affiliated companies, assisting the General Director in managing all business operations of the Bank smoothly, safely, and in compliance with the law.

2 - The internal audit system and its staff (internal auditors) are uniformly directed in terms of business throughout the Commercial Bank's system; they operate independently from the business units at the headquarters, trading offices, branches, representative offices, and affiliated companies, and are independent in evaluating, concluding, and recommending during their auditing activities.

3 - Individuals within the internal audit system shall not concurrently hold other positions at the Commercial Bank.

Article 40. Internal auditor

Internal auditors of the Commercial Bank must meet general standards for bank employees and the following specific standards:

1 - Knowledge of laws and proficiency in the business they undertake.

2 - Hold a bachelor's degree (or equivalent) in banking, economics, or financial accounting.

3 - Have at least three years of banking work experience.

4 - Spouses, parents, children, and full siblings of the General Director, Deputy General Director, and Chief Accountant of the Commercial Bank shall not serve as Heads of Departments, Deputy Heads of Departments, Auditors, or staff members of the Internal Audit Department at the headquarters.

Spouses, parents, children, and full siblings of the Directors, Deputy Directors, and Heads of Accounting Departments at trading offices, branches, affiliated companies, and representative offices shall not serve as Heads of Internal Audit Teams, Deputy Heads of Internal Audit Teams, or Auditors at those units.

Article 41. Duties of the internal audit organization

1 - Regularly inspecting the implementation of laws, regulations of the State Bank, and internal regulations of the Commercial Bank; directly auditing business activities across all areas at the headquarters, trading offices, branches, representative offices, affiliated companies, and non-profit units.

2 - Auditing business activities periodically and by sector to accurately assess the results of business operations and the current financial status of the Commercial Bank.

3 - Promptly reporting to the General Director, the Board of Directors, and the Supervisory Board the results of internal audits and proposing recommendations to address deficiencies and issues.

4 - Other duties as prescribed by the General Director.

Article 42. Powers of the internal audit organization:

1 - Requesting business units and staff directly involved in business activities to explain their work, present directives, vouchers, ledgers, and related documents (as necessary) to facilitate audits.

2 - Proposing the General Director (Director) to establish inspection teams to carry out periodic or ad hoc audit tasks.

3 - Heads of the internal audit department at the headquarters or Team Leaders of internal audit teams at trading offices, branches, representative offices, and affiliated companies may attend meetings convened by the General Director or Director.

4 - Recommending the General Director or Director to handle, within their authority, units and individuals who violate laws and regulations of the State Bank and the Commercial Bank.

5 - Other powers as prescribed by the General Director.

Chapter 4:

FINANCE, ACCOUNTING, REPORTING, AND AUDIT FOR THE COMMERCIAL BANK

PART I: FINANCE

Article 43. The Industrial and Commercial Bank shall implement financial regulations as prescribed by the Government and guidelines issued by the Ministry of Finance.

The Chairman of the Board of Directors and the General Director of the Industrial and Commercial Bank shall be responsible under the law and before state management agencies for compliance with the bank's financial regime.

Article 44. The operating capital of the Industrial and Commercial Bank includes the following sources:

1- Charter capital;

2- Investment capital for construction and acquisition of fixed assets provided by the State (if any);

3- Differences arising from asset revaluation and exchange rate fluctuations;

4- Supplementary capital reserve funds, business development investment funds, financial reserve funds, unemployment assistance reserve funds, reward funds, welfare funds;

5- Undistributed profits;

6- Capital raised through forms prescribed in Article 5 of this Charter;

7- Other types of capital as prescribed by law.

Article 45.

1- The Industrial and Commercial Bank may use its operating capital to serve business operations, construction investments, and acquisitions of fixed assets in accordance with the law.

2- The Industrial and Commercial Bank has the right to change its capital structure and assets to support the development of its activities in accordance with the law.

3- The Industrial and Commercial Bank may mobilize capital and assets between affiliated companies with independent legal status and accounting.

Article 46. Establishment of Funds

The Industrial and Commercial Bank may establish the following funds:

1- Supplementary capital reserve fund;

2- Financial reserve fund;

3- Business development investment fund;

4- Unemployment assistance reserve fund;

5- Reward fund;

6- Welfare fund.

The establishment and use of these funds shall be carried out in accordance with the provisions of the law.

Article 47. Financial Autonomy of the Industrial and Commercial Bank

1- The Industrial and Commercial Bank shall have financial autonomy, bear responsibility for its own business operations, and fulfill its obligations and commitments in accordance with the law.

2- Within 120 days from the end of the fiscal year, the Industrial and Commercial Bank shall publicly disclose its financial statements as prescribed by the law.

PART II: ACCOUNTING AND REPORTING

Article 48.

1- The Industrial and Commercial Bank shall implement accounting and statistical systems as prescribed by the law.

2- The fiscal year of the Industrial and Commercial Bank begins on January 1 and ends on December 31 of each calendar year.

3- The Industrial and Commercial Bank shall conduct accounting according to the system of accounting accounts prescribed by the State Bank.

Article 49.

1- The Industrial and Commercial Bank shall implement financial reporting systems as prescribed by laws on accounting, statistics, and regular reporting of business operations as prescribed by the Governor of the State Bank.

2- In addition to regular reports, the Industrial and Commercial Bank shall immediately report to the State Bank in the following cases:

a) Abnormal developments in business operations that could seriously affect the bank's business situation.

b) Significant changes in the organization of the Industrial and Commercial Bank.

3- Within 90 days from the end of the fiscal year, the Industrial and Commercial Bank shall submit annual reports to the State Bank as prescribed by law.

PART III: AUDIT OF THE BANK

Article 50.

1- At least 30 days before the end of the fiscal year, the Industrial and Commercial Bank shall select an external auditing organization, not an internal auditor, to audit its activities. Such auditing organization must be approved by the State Bank.

2- The auditing of the Industrial and Commercial Bank's activities shall be conducted in accordance with the Law on Credit Organizations, laws on independent auditing, and guidelines issued by the State Bank.

Chapter 5:

SPECIAL CONTROL, LIQUIDATION, DISSOLUTION, AND BANKRUPTCY OF THE INDUSTRIAL AND COMMERCIAL BANK

Article 51.

1- In case the Industrial and Commercial Bank faces the risk of being unable to pay its customers, it must immediately report to the State Bank about its current financial status, causes, and measures taken or planned to address the issue.

2- The Industrial and Commercial Bank may be placed under special control by the State Bank in the following situations:

a) Risk of inability to pay;

b) Non-recoverable debts leading to payment insolvency risk;

c) Accumulated losses of the Industrial and Commercial Bank exceed 50% of its actual charter capital and funds.

Article 52. In urgent cases, to ensure the ability to repay customer deposits, the Industrial and Commercial Bank may be granted special loans by other credit organizations or the State Bank. These special loans shall be prioritized for repayment ahead of all other debts of the Industrial and Commercial Bank.

Article 53. Bankruptcy of the Industrial and Commercial Bank

The bankruptcy of the Industrial and Commercial Bank shall be carried out in accordance with Article 98 of the Law on Credit Organizations.

Article 54. Dissolution of the Industrial and Commercial Bank

1- The Industrial and Commercial Bank shall be dissolved in the following circumstances:

a) The State deems it unnecessary to maintain;

b) Upon expiration of its operation period without extension by the State Bank;

2- The Governor of the State Bank shall decide on dissolution and establish a Liquidation Committee for the Industrial and Commercial Bank.

Article 55. Liquidation of the Industrial and Commercial Bank

1- In case the Industrial and Commercial Bank is declared bankrupt, its liquidation shall be carried out in accordance with the law on corporate bankruptcy.

2- When dissolved pursuant to Article 54 of this Charter, the Industrial and Commercial Bank shall proceed with liquidation under the supervision of the State Bank.

3- All costs related to liquidation shall be borne by the Industrial and Commercial Bank.

Chapter 6:

INFORMATION AND CONFIDENTIALITY OF THE INDUSTRIAL AND COMMERCIAL BANK

Article 56. The Industrial and Commercial Bank shall provide periodic information to account holders regarding transactions and balances on their accounts at the bank.

Article 57. The Industrial and Commercial Bank may exchange information with other credit institutions regarding banking activities and customers.

Article 58. The Industrial and Commercial Bank shall be responsible for providing the State Bank with information related to credit provision to customers upon request of the State Bank and shall receive information related to the banking activities of customers associated with the Industrial and Commercial Bank from the State Bank.

Article 59.

1- Employees of the Industrial and Commercial Bank and those related parties shall not disclose state secrets and commercial secrets known to them.

2- The Industrial and Commercial Bank has the right to refuse requests from organizations and individuals for information related to customer deposits, assets, and the operations of the Industrial and Commercial Bank, except in cases where there is a request from a competent state agency in accordance with the law or with the consent of the customer.

Chapter 7:

IMPLEMENTING PROVISIONS

Article 60. These Bylaws apply throughout the entire system of the Industrial and Commercial Bank. All individuals and affiliated units under the Industrial and Commercial Bank are responsible for implementing these Bylaws.

Article 61. Affiliated units under the Industrial and Commercial Bank shall base their Bylaws or Organizational Regulations on these Bylaws and relevant provisions of the law, submit them to the General Director for the General Director to present to the Board of Directors of the Industrial and Commercial Bank for approval and issuance. The Bylaws and Organizational Regulations of affiliated units must not contravene these Bylaws.

Article 62. Any supplementation or amendment to these Bylaws shall be decided by the Board of Directors of the Industrial and Commercial Bank and can only be implemented after being approved by the Governor of the State Bank of Vietnam.