Decision No. 16/2003/QĐ-TTg on approving the Charter on organization and operation of the Social Policy Bank

Pursuant to …;

Concerning the approval of the Charter on organization and operation of

Social Policy Bank

____________________

PRIME MINISTER

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to Decree No. 78/2002/NĐ-CP dated October 4, 2002 of the Government on credit for the poor and other policy beneficiaries;

Pursuant to Decision No. 131/2002/QĐ-TTg dated October 4, 2002 of the Government Chairman on the establishment of the Social Policy Bank;

Considering the proposal of the Governor of the State Bank - Chairman of the Board of Directors of the Social Policy Bank at the report No. 142/NHCSXH-TT dated January 16, 2003.

Pursuant to …;:

Article 1. Approves the Charter on organization and operation of the Social Policy Bank attached to this Decision.

Article 2. This Decision takes effect from the date of signature.

Article 3. The Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairmen of People's Committees of provinces and centrally-run cities, Chairman of the Board of Directors and General Director of the Social Policy Bank shall be responsible for implementing this Decision.

CHARTER

On the organization and operation of social policy banks
(Issued together with Decision No. 16/2003/QĐ-TTg dated January 22, 2003 of the Prime Minister)

Chapter 1:

GENERAL PROVISIONS

Article 1. The Social Policy Bank was established and operates pursuant to Decision No. 131/2002/QĐ-TTg dated October 4, 2002 of the Prime Minister. The Social Policy Bank operates without profit-making objectives, implementing preferential credit policies for the poor and other policy targets.

Article 2.

1. The Social Policy Bank is a legal entity.

2. Vietnamese name: Social Policy Bank.

Abbreviation: NHCSXH.

3. International trade name: Vietnam bank for Social Policies.

Abbreviation: VBSP.

4. Head office located in Hanoi, the capital city.

5. Registered capital is 5,000,000,000,000 VND (five trillion VND).

6. Has a seal; has accounts opened at the State Bank, National Treasury, and domestic and foreign banks.

7. Has a balance sheet and funds as prescribed by law.

Article 3. The term of operation of the Social Policy Bank is 99 years.

Chapter 2:

SCOPE AND CONTENT OF OPERATIONS

Section I.

SOURCES OF CAPITAL

Article 4.

1. Capital from the state budget:

a) Registered capital;

b) Loan capital for poverty alleviation, job creation, and implementation of other social policies;

c) Capital allocated from increased revenue and budget savings at all levels to increase loan sources within the area;

d) ODA capital assigned by the Government.

2. Raised capital:

a) Interest-bearing deposits from organizations and individuals both domestically and internationally;

b) Deposits from state credit institutions equal to 2% of the interest-bearing deposit balance in Vietnamese dong according to agreement;

c) Voluntary non-interest-bearing deposits from organizations and individuals both domestically and internationally;

d) Issuance of government-guaranteed bonds, deposit certificates, and other negotiable instruments;

đ) Savings of the poor.

3. Borrowed capital:

a) Loans from financial and credit institutions both domestically and internationally;

b) Postal Savings loans, Vietnam Social Insurance;

c) Loans from the State Bank.

4. Voluntary contributions without repayment from individuals, economic organizations, financial and credit organizations, political and social organizations, associations, societies, and non-governmental organizations both domestically and internationally.

5. Entrusted capital for preferential lending from local authorities, economic organizations, political and social organizations, associations, societies, non-governmental organizations, and individuals both domestically and internationally.

6. Other capitals.

PART II

LOANS

Article 5. Scope of loans

1. Poor households.

2. Students and trainees with difficult circumstances currently studying at universities, colleges, vocational high schools, and vocational training programs.

3. Target groups needing loans to address employment issues as per Resolution No. 120/HĐBT dated April 11, 1992 of the Council of Ministers (now the Government).

4. Policy targets going abroad for temporary work.

5. Economic organizations and production and business households in islands, areas II and III of mountainous regions, and villages under the Special Difficult Commune Development Program (hereinafter referred to as Program 135).

6. Other targets when decided by the Prime Minister.

The loan recipients specified in this Article are collectively referred to as Borrowers.

Article 6. Loan capital is used for the following purposes:

1. For poor households; production and business households in islands, areas II and III of mountainous regions, and villages under Program 135, using loan capital for:

a) Purchasing materials, equipment, seeds, livestock, paying services for production and business;

b) Contributing capital to approved cooperative production and business projects;

c) Addressing essential needs such as housing, lighting, clean water, and education.

ư2. For economic organizations in islands, areas II and III of mountainous regions, and villages under Program 135, using loan capital for production and business expenses according to approved programs and projects.

3. For students and trainees with difficult circumstances, using loan capital for purchasing educational tools and other expenses supporting their studies at school.

4. Borrowers who are policy targets going abroad for temporary work, using loan capital for training fees, service fees, deposits, and air tickets.

5. Borrowers who are other targets implement as decided by the Prime Minister.

6. Entrusted preferential loan capital is used according to the entrustment contract.

Article 7. Types of loans

1. Short-term loans are loans with a term of up to 12 months.

2. Medium-term loans are loans with a term of over 12 months to 60 months.

3. Long-term loans are loans with a term of over 60 months.

Article 8. Conditions for Borrowing

1. A borrower who is a poor household must have a legal place of residence and be included in the list of poor households decided by the People's Committee of the commune according to the poverty standard announced by the Ministry of Labor, Invalids and Social Affairs, and must be reviewed and listed by the savings and loan group with confirmation from the People's Committee of the commune.

2. Borrowers who are other policy beneficiaries shall comply with current State regulations and the Government Decree on credit for poor people and other policy beneficiaries.

Article 9. Principles of Credit

1. The borrower must use the borrowed funds for the purpose stated in the loan application.

2. The borrower must repay the principal and interest on time.

Article 10.

1. Entrusted Loan

a) The Social Policy Bank implements loans to borrowers through entrusted organizations. The entrusted party is responsible for disbursing funds and collecting debts directly from the borrower and receives an entrusted fee;

b) The entrusted party, which is a financial institution, operates in accordance with current regulations on entrustment and lending by financial institutions;

c) The entrusted party, which is a political-social organization, must meet the following conditions:

- Having a staff knowledgeable about lending operations;

- Operating in impoverished areas and poor households;

- Being reputable among the people and trusted by the Social Policy Bank;

- Having the capacity to organize accounting, statistics, and reporting in accordance with specific regulations of the Social Policy Bank;

d) The content, scope, level, entrusted fee, rights, and obligations of the entrusting party and the entrusted party are stipulated in the entrusted contract agreed upon by both parties;

đ) The General Director of the Social Policy Bank and the head of the entrusted organization represent the legal entity in signing the entrusted contract. If the entrusted party is a legal entity at the provincial, district, or commune level, then the Provincial Branch Director, District Branch Director, or Commune Office of the Social Policy Bank, authorized by the General Director, may sign the entrusted contract.

2. In places where the Social Policy Bank has a branch office, direct lending to borrowers can be carried out.

3. Regulations on entrusted lending, operational regulations, and remuneration for savings and loan groups are implemented according to the provisions of the Board of Directors within the management fee limit of the Social Policy Bank decided by the Prime Minister.

Article 11. Interest Rate for Loans

1. Preferential loan interest rates are determined by the Prime Minister for each period based on the proposal of the Board of Directors of the Social Policy Bank, unified nationwide, except for economic organizations under the provisions of Clause 3 and Clause 5, Article 2 of the Government Decree on credit for poor people and other policy beneficiaries, which are decided by the Board of Directors with differentiated interest rates between Region II and Region III.

2. The overdue interest rate is calculated at 130% of the loan interest rate.

Article 12. Credit Risk and Risk Management

1. The Social Policy Bank is allowed to establish a credit risk reserve fund from operating expenses to offset losses due to objective reasons that are individual and localized. The amount set aside is calculated at 0.02% of the average annual outstanding debt. If the credit risk reserve fund is not fully utilized in a year, it can be carried over to the next year. If the credit risk reserve fund is insufficient to cover the losses in a year, the Chairman of the Board of Directors will submit to the Minister of Finance for resolution.

2. Borrowers who cannot repay their debts due to objective reasons such as natural disasters, fires, epidemics, changes in State policies, market price fluctuations shall be handled as follows:

a) In cases affecting a wide area, they shall be handled according to the decision of the Prime Minister;

b) In individual and localized cases, they may be granted an extension of debt repayment or resolved from the credit risk reserve fund of the Social Policy Bank as decided by the Board of Directors.

3. Losses caused by subjective reasons of the borrower, the entrusted organization, or employees of the Social Policy Bank shall be compensated by these parties and dealt with according to the law.

Article 13. Loan amount

The amount of a single loan for each type of eligible borrower for preferential credit is decided by the Board of Directors of the Social Policy Bank and announced based on borrowing needs and the available capital that can be mobilized during each period.

Article 14. Loan Term, Debt Extension, and Overdue Debt Conversion

1. The loan term is determined based on the purpose of using the borrowed funds by the borrower and the repayment period of the program or project, taking into account the borrower's ability to repay.

2. If the borrower fails to repay the debt on time due to non-harvest, delay beyond expectations, or inability to sell products, the Branch Director of the Social Policy Bank where the loan was made may consider extending the debt repayment period. The extension of debt repayment by entrusted organizations depends on the agreement between the entrusting and entrusted parties recorded in the contract.

3. For revolving loans: the loan term is the duration of the next production cycle.

4. If the borrower misuses the borrowed funds or has the ability to repay the due debt but delays repayment, the debt is converted to overdue debt. The lending organization cooperates with local authorities and political-social organizations to recover the debt.

5. The loan term, debt extension, conversion to revolving loans, transfer to pending debt processing, and conversion to overdue debt are implemented according to the regulations of the Board of Directors of the Social Policy Bank.

Section III

PAYMENT SERVICES AND FUNDS

Article 15.

1. The Social Policy Bank is permitted to open deposit accounts at the State Bank, National Treasury, and domestic banks nearest to its administrative boundaries for convenient disbursement and payment.

2. The Social Policy Bank is permitted to open deposit accounts for domestic and foreign customers in accordance with the law.

3. The Social Policy Bank is permitted to open foreign currency accounts abroad in accordance with the regulations of the State Bank to serve the bank's operations.

Article 16.

1. The Social Policy Bank has an internal payment system and participates in the inter-bank payment system domestically.

2. The Social Policy Bank provides banking services related to payments and funds:

a) Providing payment instruments;

b) Implementing domestic payment services;

c) Implementing collection and payment services in cash and non-cash forms;

d) Other services as prescribed by the Governor of the State Bank.

3. The Social Policy Bank shall carry out foreign exchange transactions and foreign exchange business operations.

4. The Social Policy Bank may accept mandates to provide preferential loans from local authorities, economic organizations, political-social organizations, associations, non-governmental organizations, and individuals both within and outside the country.

These services shall be implemented gradually in accordance with actual conditions, capabilities, and practical requirements.

Chapter 3:

ORGANIZATIONAL STRUCTURE, MANAGEMENT, OPERATIONS, AND SUPERVISION

Section I

ORGANIZATIONAL STRUCTURE

Article 17. The organizational system of the Social Policy Bank includes:

1. The head office located in Hanoi, the capital city;

2. Trading branches, training centers, provincial-level branches of the Social Policy Bank;

3. District-level branches of the Social Policy Bank and transaction offices under provincial-level branches of the Social Policy Bank.

The tasks, powers, and organizational structure of the head office, trading branches, training centers, branches, and transaction offices shall be carried out in accordance with the regulations of the Board of Directors.

Article 18. The organizational structure of the management and operation body of the head office:

1. The Board of Directors and its supporting staff;

2. The Audit Board;

3. The General Director and his supporting staff;

4. The internal inspection and auditing system.

Article 19. The organizational structure of the operation body of trading branches, training centers, and branches includes:

1. The Director and Deputy Directors;

2. Specialized departments;

3. Internal Inspection and Auditing Department.

Article 20. Transaction offices located in districts, towns, and cities without branches of the provincial-level Social Policy Bank shall have their own seals. The Director shall manage the transaction office.

PART II

BOARD OF DIRECTORS AND AUDIT BOARD

Article 21.

1. The Board of Directors consists of twelve members, including nine part-time members and three full-time members. Nine part-time members include the Governor of the State Bank as Chairman of the Board of Directors, eight other members being Vice Ministers or equivalent positions from the Ministry of Finance, the Ministry of Planning and Investment, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Agriculture and Rural Development, the Committee for Ethnic Minorities, the Office of the Government, the Deputy Chairperson of the Vietnam Farmers' Union, and the Deputy Chairperson of the Vietnam Women's Union; three full-time members include: one member holding the position of Vice Chairman, one member holding the position of General Director, and one member holding the position of Head of the Audit Board.

2. The term of office of the members of the Board of Directors of the Social Policy Bank is five years and can be reappointed.

3. The Prime Minister appoints and dismisses the Chairman, Vice Chairmen, members of the Board of Directors, the General Director, and the Head of the Audit Board.

4. The Vice Chairman, the General Director, and the Head of the Audit Board perform permanent duties to handle daily matters between two meetings of the Board of Directors.

5. In provinces, centrally governed cities, districts, counties, and towns under provinces, a representative board of the Board of Directors shall be established, headed by the Chairman or Vice Chairman of the People's Committee at the same level. The composition and number of members of the representative board of the Board of Directors shall be as stipulated in Clause 1 of this Article but shall not have a deputy director structure and full-time members. Depending on the actual situation in each locality, the Chairman of the People's Committee at the same level shall decide on the composition, personnel, and establishment of the representative board of the Board of Directors.

6. Supporting the Board of Directors is an advisory committee consisting of experts from sectors that are members of the Board of Directors appointed by the sectors and some experts approved by the Chairman of the Board of Directors. Supporting the representative boards of the Board of Directors at all levels shall be undertaken by the Directors of the provincial-level branches of the Social Policy Bank and the Directors of transaction offices.

7. The Board of Directors and representative boards of the Board of Directors at all levels may use the organizational structure and seal of the Social Policy Bank to perform their duties.

Article 22. The Chairman and other members of the Board of Directors shall not delegate their duties and powers to persons who are not members of the Board of Directors.

Article 23. Duties and powers of the Board of Directors

1. Submit to the Prime Minister:

a) Decisions on changes to the provisions set forth in Clause 1 of Article 31 of the Law on Credit Organizations concerning the Social Policy Bank;

b) Approval of the Charter; amendments and supplements to the Charter regarding the organization and operation of the Social Policy Bank;

c) Credit policies and mechanisms for organizations and individuals eligible for preferential loans from the Social Policy Bank;

d) Preferential loan interest rates;

đ) Appointment and dismissal of the Chairman, Vice Chairman, General Director, Head of the Audit Board, and other members of the Board of Directors of the Social Policy Bank.

2. Examine and submit to competent state management agencies the matters presented by the General Director:

a) Annual credit plans and financial plans;

b) Handling risks during the course of operations;

c) Final accounts settlement of assets and finances for the year;

d) Salary system; financial management regulations; payment systems for entrusted service fees, remuneration, and commissions.

3. The Board of Directors directly issues decisions:

a) Issuing regulations on the activities of the Board of Directors, the Audit Board, and the General Director;

b) Approving the annual report of the Head of the Audit Board;

c) Considering lawsuits involving the Social Policy Bank;

d) Deciding on staffing; organizational structure of the management and operation body at headquarters; organizational structure of the operation body of branches and other organizations within the Social Policy Bank system; working regulations, salary regulations; reward and punishment regulations applicable within the Social Policy Bank;

đ) Issuing regulations on the organization and operation of internal inspection and auditing according to the law;

e) Approving the annual labor utilization plan, quarterly, semi-annual, and annual activity reports; consolidated financial reports and annual final accounts of the Social Policy Bank;

g) Adhering to regular and ad hoc reporting systems to state management agencies as prescribed;

h) Inspecting the activities of representative boards of the Board of Directors at all levels;

i) Deciding on personnel for the Audit Board; opening, merging, and ceasing operations of trading branches, training centers, branches, and transaction offices.

4. Perform other tasks assigned.

Article 24. Working regime of the Board of Directors

1. The Board of Directors convenes once every three months, convened and chaired by the Chairman of the Board (or his authorized representative). A meeting of the Board of Directors must have at least half of the Board members present. In case of necessity, the Board of Directors may convene an extraordinary session upon the proposal of the Chairman of the Board, the Head of the Supervisory Board, the General Director, or more than 50% of the Board members.

2. Meetings of the Board of Directors involving matters related to the management functions of State Ministries and Agencies that do not have Board members, local authorities, economic organizations, political-social organizations, associations, non-governmental organizations shall invite representatives with authority from those agencies and organizations to attend the meeting.

Meetings involving work matters related to the rights and obligations of employees in the Bank shall invite representatives of the Trade Union Industry to attend.

Representatives of the invited agencies and organizations have the right to speak but are not allowed to participate in voting.

3. The Board of Directors operates under a collective system, with decisions made by majority vote. All decisions of the Board of Directors must be approved by more than half of the Board members, absent members must participate in voting in writing. In case of equal number of votes, the final decision belongs to the opinion of the Chairman of the Board. Board members who disagree with the resolution or decision of the Board of Directors have the right to retain their opinions, during the time without a conclusion from the competent authority, they still have to comply with the resolutions and decisions of the Board of Directors. The retained opinion is recorded in writing, signed by the person retaining it, and kept together with the relevant resolutions and decisions.

4. Resolutions and decisions of the Board of Directors are binding for enforcement throughout the entire Social Policy Bank system.

Article 25. The Standing Board of Directors is a working method under conditions where most of the Board members are concurrently appointed. The Standing Board of Directors is not a level of management. The Standing Board of Directors performs the following tasks:

1. Regularly convenes monthly meetings to evaluate the results of activities in the period and the project, plan for the next period's activities proposed by the General Director;

2. Considers urgent matters proposed by the General Director, the Head of the Supervisory Board, and the Secretary of the Board of Directors;

3. Assists the Board of Directors and the Chairman of the Board of Directors in drafting documents and directives to implement tasks within the Board of Directors' jurisdiction and/or the Chairman of the Board of Directors' jurisdiction;

4. Prepares the content for the upcoming Board of Directors meeting;

5. The Standing Board of Directors convenes extraordinary meetings if necessary and has the right to summon relevant Board members to resolve urgent matters.

Article 26. Duties of the Chairman of the Board of Directors

1. Directs and is responsible for the activities of the Board of Directors.

2. On behalf of the Board of Directors, jointly with the General Director, signs to accept capital and other resources allocated by the State.

3. Signs documents within the Board of Directors' jurisdiction to submit to competent State management agencies.

4. Signs resolutions, decisions, and documents or approves documents within the Board of Directors' jurisdiction.

5. Chairs meetings of the Board of Directors.

6. Assigns tasks and supervises the implementation of tasks by Board members.

7. Appoints, dismisses, and transfers Deputy General Directors, Branch Managers of provincial branches, Trading Departments, Training Centers. Decides on approving members of the Advisory Board nominated by relevant agencies.

8. Decides on conducting regular or ad hoc independent audits of the Social Policy Bank's operations.

Article 27. Duties of the Vice-Chairman of the Standing Board of Directors

1. Handles daily emerging tasks between two Board of Directors sessions and the Standing Board of Directors.

2. Oversees the operation of the Advisory Board.

3. Performs tasks delegated by the Chairman of the Board of Directors.

4. Regularly reports to the Chairman of the Board of Directors on the results of assigned tasks and is accountable to the Chairman of the Board of Directors for their own decisions.

Article 28. The Secretary of the Board of Directors assists the Board of Directors and the Standing Board of Directors.

The Secretary of the Board of Directors is performed by the Office of the General Director, with the following duties:

1. Prepares the content and necessary conditions and means for meetings of the Board of Directors and the Standing Board of Directors.

2. Records minutes of meetings of the Board of Directors and the Standing Board of Directors.

3. Drafts resolutions, decisions, and announcements of meetings.

4. Manages and retains the Board of Directors' files and documents.

5. Estimates the budget for meetings.

Article 29. Duties and powers of the Council of Representatives at all levels

1. Organizes the implementation of resolutions and decisions of the Board of Directors and the upper-level Council of Representatives.

2. Approves plans for capital raising and lending in the area to submit for approval by the competent authority. The Council of Representatives has the right to organize the exploitation and concentration of various sources of capital to supplement lending funds at the local level.

3. Organizes and supervises the completion of credit plans in the area.

4. Directs the inspection and supervision of entrusted lending parties to ensure compliance with policies and operational procedures as prescribed.

5. Cooperates with political-social organizations to direct the establishment of Savings and Lending Groups.

6. Studies, compiles, and proposes to the Board of Directors to report to the Government for supplementation, amendment, and issuance of credit policies for the poor and other policy targets.

7. Adheres to the reporting and consultation system with superiors and State management agencies as prescribed.

Article 30. Working regime of the Advisory Board

Members of the Advisory Board work according to the operational regulations stipulated by the Board of Directors; they have the duty to provide direct advisory support to members of the Board of Directors under their respective ministries or sectors, while also advising the Board of Directors on policies, mechanisms, and operations of the Social Policy Bank, as well as documents within the Board's authority.

Article 31. Supervisory Board

1. The Supervisory Board shall consist of at least five members, including at least three full-time members and two part-time members from the Ministry of Finance and the State Bank of Vietnam, nominated by these two agencies.

2. The Chairman of the Supervisory Board is a member of the Board of Directors appointed by the Prime Minister. Other members are appointed and relieved of their duties by the Chairman of the Board of Directors.

3. Duties and powers of the Supervisory Board:

a) To inspect financial activities, supervise compliance with accounting systems, and oversee the internal audit system of the Social Policy Bank;

b) To check compliance with policies, laws, and resolutions of the Board of Directors;

c) To review annual financial reports for submission to the Board of Directors;

d) To utilize the internal audit system to perform their tasks;

đ) Through supervisory tasks, to propose additional measures, amendments, and improvements to the bank's operations in accordance with the law to the Board of Directors;

e) Other tasks assigned.

4. Duties and powers of the Chairman of the Supervisory Board:

a) To organize the implementation of the tasks specified in Clause 3 of this Article;

b) To report periodically on supervisory activities during Board meetings and ensure the accuracy, truthfulness, and legality of such reports.

Article 32. Operating costs of the Board of Directors, Representative Boards at various levels, Advisory Board, and Supervisory Board are recorded as management expenses of the Social Policy Bank.

Part-time members of the Board of Directors, Representative Boards at various levels, Advisory Board, and Supervisory Board are entitled to remuneration and other benefits as prescribed by the Ministry of Finance.

Chapter III.

THE GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 33. The General Director manages the operations of the Social Policy Bank, assisted by several Deputy General Directors and specialized professional staff.

Article 34. The General Director is the legal representative of the Social Policy Bank, accountable to the Board of Directors and the law for organizing and managing the bank's operations.

Article 35. Deputy General Directors assist the General Director in managing one or more areas of the bank's operations as assigned by the General Director and are responsible to the General Director and the law for the tasks delegated.

Article 36. The General Director and Deputy General Directors must not be subject to the provisions of Article 40 of the Law on Credit Organizations, reside in Vietnam during their tenure, possess professional qualifications, and have the ability to manage the Social Policy Bank.

Article 37. Duties and powers of the General Director.

1. To implement and enforce resolutions and decisions of the Board of Directors.

2. To manage and operate the bank's business activities.

3. To jointly sign and receive capital and other resources allocated by the State with the Chairman of the Board of Directors.

4. To issue guidelines for business operations.

5. To sign documents, agreements, and contracts of the Social Policy Bank in domestic and foreign affairs after obtaining approval from the Board of Directors.

6. To organize training and disseminate policies, regulations, and business operation rules.

7. To submit to the Board of Directors:

a) Matters stipulated in Clause 2 of Article 23 of the Charter;

b) Amendments and supplements to the Charter regarding the organization and operations of the Social Policy Bank;

c) Opening, establishing, merging, splitting, and ceasing operations of branches and other organizations within the Social Policy Bank system.

8. To issue operational regulations at headquarters, branches, transaction offices, and other organizations within the Social Policy Bank after obtaining approval from the Chairman of the Board of Directors.

9. To appoint, relieve, and transfer positions within the system as follows:

a) Heads and deputy heads of departments and specialized boards at headquarters;

b) Deputy directors of transaction offices under headquarters;

c) Deputy directors of branches and subordinate organizations;

d) Heads of accounting departments and internal audit departments of provincial branches and subordinate organizations.

Other positions in provincial branches and subordinate organizations of the Social Policy Bank are appointed, relieved, and transferred by the branch director upon recommendation by the Board of Directors and agreement with the Ministry of Finance.

10. To summarize and evaluate periodic and ad hoc activities, assess the impact of activities, and report to the Board of Directors.

11. To directly manage, preserve, and develop the bank's capital and assets.

12. To be responsible for commitments made to customers.

13. To represent the Social Policy Bank before the law in litigation, disputes, liquidation, dissolution, and international relations related to the bank's operations.

14. To be subject to inspection and supervision by the Board of Directors, the Supervisory Board, and competent state management agencies.

15. To report to the Board of Directors and competent state management agencies as required by law.

16. Performing other tasks assigned.

Article 38. The Chief Accountant of the Social Policy Bank is appointed and relieved of duty by the Governor of the State Bank of Vietnam upon recommendation by the Board of Directors and agreement with the Ministry of Finance. The Chief Accountant has duties and powers as prescribed by law.

Article 39. Specialized professional departments at headquarters have the function of advising and assisting the Board of Directors and the General Director in managing and operating the Social Policy Bank. The organizational structure, functions, and responsibilities of these departments are decided by the Board of Directors.

PART IV.

INTERNAL AUDIT SYSTEM

Article 40.

1. The internal audit system belongs to the management machinery of the General Director and assists the General Director in performing auditing tasks throughout the system. Members of the internal audit system shall not concurrently undertake other tasks of the Social Policy Bank.

2. The internal audit system operates in accordance with the regulations of the Board of Directors.

3. Internal audit staff must meet the general standards of bank employees and also the following additional standards:

a) Knowledge of laws and proficiency in the business operations they handle;

b) Hold a bachelor's or associate degree in banking, economics, or financial accounting;

c) Have at least three years of work experience in the banking or finance sector.

4. Tasks of the internal audit system:

a) Inspect compliance with laws;

b) Audit business activities on a regular basis;

c) Strictly adhere to reporting systems for audits and inspections as prescribed, immediately reporting to the General Director any sudden incidents;

d) Other tasks assigned by the General Director.

5. Powers of the internal audit system:

a) Request business units and directly involved staff to explain their work, present directive documents, vouchers, ledgers, and related materials (when necessary) to facilitate inspection or auditing;

b) Propose the General Director (Director) to establish inspection teams when necessary to carry out inspection and auditing tasks;

c) The Head of the Internal Audit Department may attend meetings convened by the General Director (Director);

d) Recommend the General Director or Director to handle, within their authority, units or individuals who violate laws and regulations of the Bank;

đ) Other rights as stipulated by the General Director.

Chapter 4:

FINANCE, ACCOUNTING, REPORTING, AND AUDITING

Section I.

FINANCE

Article 41. The Social Policy Bank implements financial systems as prescribed by the Government and guidelines issued by the Ministry of Finance.

Article 42. Capital for the operation of the Social Policy Bank

1. Capital and funds:

a) Registered capital;

b) Supplementary capital reserve funds, investment development funds, financial contingency reserves, credit risk reserves, unemployment assistance reserves, reward funds, welfare funds;

c) State budget capital (including central and local budgets) for poverty alleviation loans, job creation, and other social policies;

d) Unallocated surplus from income and expenditure differences (if any);

đ) Non-repayable funding from domestic and foreign organizations and individuals;

e) Other capital (if any).

When the scale of operations of the Social Policy Bank expands according to government directives, the Chairman of the Social Policy Bank's Board of Directors reports to the Minister of Finance to submit to the Prime Minister for a decision to increase the registered capital.

2. Capital raised through various forms:

a) Interest-bearing deposits within the annual plan approved; voluntary non-interest-bearing deposits from domestic and foreign organizations and individuals; savings of the poor;

b) ODA capital allocated by the Government;

c) Issuance of bonds, deposit certificates, and other securities in accordance with the law;

d) Savings Post Office and Vietnam Social Security loan capital;

đ) Central Bank loan capital;

e) Financial and credit organization loan capital both domestically and internationally.

3. Entrusted capital from domestic and foreign organizations and individuals.

4. Other capital.

Article 43.

1. The Social Policy Bank may use capital to provide loans to the poor and other policy beneficiaries.

2. Construction and asset purchases in accordance with legal provisions.

3. Transfer of capital and assets between units within the system.

Article 44. The Social Policy Bank may establish the following funds:

1. Supplementary capital reserve fund.

2. Credit risk reserve fund and exchange rate risk reserve fund.

3. Financial contingency reserve fund.

4. Investment development fund.

5. Unemployment assistance reserve fund.

6. Reward fund.

7. Welfare fund.

Article 45. Financial autonomy of the Social Policy Bank.

1. The Social Policy Bank has financial autonomy, bears responsibility for its operations, fulfills its obligations, and honors its commitments in accordance with the law.

2. Within 120 days from the end of the fiscal year, the Social Policy Bank publicly discloses its financial statements in accordance with current regulations.

Chapter II.

ACCOUNTING AND REPORTING

Article 46.

1. The Social Policy Bank implements accounting and statistical systems as prescribed by law.

2. The fiscal year begins on January 1 and ends on December 31 of each calendar year.

3. The Social Policy Bank conducts accounting using the accounting ledger system as prescribed by law.

Article 47.

1. The Social Policy Bank implements financial reporting systems and periodic business activity statistical reporting systems as prescribed by the state.

2. The Social Policy Bank immediately reports to the Prime Minister and relevant ministries and agencies in the following cases:

a) Abnormal developments that could seriously affect the operational situation of the Social Policy Bank;

b) Significant organizational changes.

3. Within 90 days from the end of the fiscal year, the Social Policy Bank submits annual reports to the Ministry of Finance and the Central Bank as prescribed by law.

Chapter III.

AUDIT OF THE SOCIAL POLICY BANK

Article 48. Within 60 days after the end of the fiscal year, the State Audit Agency conducts an audit and confirms the annual financial settlement report in accordance with the law.

Chapter 5:

DISSOLUTION AND LIQUIDATION

Article 49. In case the Social Policy Bank faces the risk of being unable to pay customers, it must immediately report to the Prime Minister about its financial status, causes, and measures taken or planned to be taken to address the issue.

Article 50. In urgent situations, to ensure the ability to pay customer deposits, the Social Policy Bank may receive special loans from other credit institutions or the Central Bank. Such special loans will be prioritized for repayment before all other debts of the Social Policy Bank.

Article 51. Dissolution of the Social Policy Bank in the following cases:

1. The State deems it unnecessary to maintain.

2. When the term of operation expires without being extended by the Prime Minister.

3. In the event that the Social Policy Bank is declared to be dissolved, the liquidation of the Bank shall be carried out in accordance with the provisions of the law.

The Prime Minister decides on dissolution and establishes the Liquidation Board for the Social Policy Bank.

Chapter 6:

INFORMATION AND CONFIDENTIALITY

Article 52. The Social Policy Bank is permitted to exchange information about banking activities and customers with other credit organizations.

Article 53.

1. Employees of the Social Policy Bank and those related parties shall not disclose confidential information about the activities of the Social Policy Bank as prescribed by law.

2. The Social Policy Bank has the right to refuse requests from organizations or individuals to provide information related to deposits, assets of customers, and the activities of the Social Policy Bank, except in cases where there is a request from competent state agencies as prescribed by law or with the customer's consent.

Chapter 7:

IMPLEMENTING PROVISIONS

Article 54. Any amendment or supplementation to these Bylaws shall be decided by the Board of Directors of the Social Policy Bank and submitted to the Prime Minister for approval.