Circular No. 22/2018/TT-NHNN guiding procedures and documents for approving the list of proposed personnel of commercial banks, non-bank credit institutions, and foreign bank branches.

CIRCULAR

Guidelines on procedures and documents for approving the list of proposed personnel

of commercial banks, non-bank credit institutions, and foreign bank branches

The Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions dated November 20, 2017 (hereinafter referred to as the Law on Credit Institutions);

Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

BASED ON THE LAW ON CREDIT ORGANIZATIONS dated June 16, 2010 and The Governor of the State Bank of Vietnam issues this Circular guiding the procedures and documents for approving the list of proposed personnel of commercial banks, non-bank credit institutions, and foreign bank branches.

Pursuant to Decree No. 16/2017/NĐ-CP dated February 17, 2017 of the Government on the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of Banking Inspection and Supervision;

1. This Circular guides the procedures and documents for approving the list of proposed individuals to be elected or appointed as members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director) (hereinafter referred to as personnel) according to the Law on Credit Institutions for commercial banks, non-bank credit institutions, and foreign bank branches that have been granted a License for Establishment and Operation by the State Bank of Vietnam (hereinafter referred to as the State Bank).

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

2. The approval of the list of proposed personnel of state-owned commercial banks; the approval of the list of proposed personnel for those personnel appointed or recommended by state shareholders to serve as members of the Board of Directors, members of the Supervisory Board, and General Director of state-owned commercial joint-stock banks with more than 50% of charter capital shall be carried out in accordance with the documents on cadre work issued by the Governor of the State Bank.

1. Commercial banks (excluding state-owned commercial banks), non-bank credit institutions (hereinafter referred to as credit institutions).

Article 2. Applicability

3. Organizations and individuals related to the procedures and documents for approving the list of proposed personnel of credit institutions and foreign bank branches.

2. Branches of foreign banks.

Principles for preparing and submitting documents

Article 3. 1. The application documents for approving the list of proposed personnel of credit institutions and foreign bank branches must be prepared according to the following principles:

a) The documents must be prepared in Vietnamese. In cases where the documents are issued, notarized, or certified by authorized agencies or organizations of foreign countries, they must be legalized according to Vietnamese law (except in cases exempted from legalization under Vietnamese law on legalization) and translated into Vietnamese;

2. The document requesting the State Bank to approve the list of proposed personnel of credit institutions and foreign bank branches must be signed by the法定代表人或其授权代表（以下简称合法代表）。

b) Translations from foreign languages into Vietnamese must be notarized or certified by the translator according to Vietnamese law;

c) Copies of dossiers and documents of proposed personnel to be elected or appointed must be copies from original books or certified copies from originals according to Vietnamese law;

d) Documents prepared by proposed personnel to be elected or appointed must be certified according to Vietnamese law.

如果由信用机构、外国银行分行的授权代表签署请求文件，文件必须附有符合法律规定的有效授权书。

3. 信用机构、外国银行分行应将随附清单的申请文件通过邮政寄送或直接提交至国家银行。

4. 信用机构、外国银行分行及其拟选举或任命的人员应对法律负责，确保文件的完整性、准确性和真实性。

第四条 国家银行的权限

国家银行行长审查并批准信用机构和外国银行分行的拟任人员名单。

国家银行批准信用机构和外国银行分行的拟任人员名单的文件自签发之日起六个月内有效。超过此期限，信用机构和外国银行分行未能完成选举或任命，则国家银行批准的拟任人员名单文件自动失效。

Article 5. Validity Period of Approval Documents for Lists of Proposed Personnel

信用机构和外国银行分行拟任人员名单的审批程序和文件

Chapter II

信用机构申请批准拟任人员名单的文件

Article 6. 信用机构申请国家银行批准拟任人员名单的文件，其中至少应包括以下内容：

b) 拟任人员名单，其中应明确：姓名、现任职务；在信用机构中拟选举或任命的职务；

a) Reasons for electing or appointing personnel;

c) 当前及选举或任命后预计的董事会、董事会成员、监事会成员结构和名单（如果拟选举或任命为董事会、董事会成员、监事会成员），其中包括：

（i）对于股份公司：明确董事会成员数量、独立董事数量、非执行董事数量、关联方董事数量（根据《信用机构法》第62条第2款的规定）；监事会成员数量、专职监事数量；

（ii）对于有限责任公司：明确董事会成员数量、监事会成员数量、专职监事数量。

d) 对于拟选举或任命的人员是否满足《信用机构法》及相关法律法规规定的条件和标准的评估，具体说明对每项条件的符合情况。

2. 信用机构通过拟任人员名单的决议（对于董事会、董事会成员、监事会，需注明任期），具体内容如下：

a) 对于股份公司：董事会决议；

b) 对于单一股东的有限责任公司：拥有者授权代表的文件；

c) 对于两个或多个股东的有限责任公司：

3. 拟选举或任命人员的个人简历，按照本通知附件1的格式填写。

(i) In case of proposing to appoint members of the Board of Members or Supervisory Board: Document of the authorized representative of the contributing members;

(ii) In case of proposing to appoint General Director (Director): Resolution of the Board of Members;

a) 如果拟任人员具有越南国籍：由司法信息管理机关出具的司法记录证明，其中必须包含完整的犯罪记录信息（包括已消除和未消除的犯罪记录）以及禁止担任职务、成立和管理企业、合作社的信息。

4. Criminal record certificate of the proposed personnel for election or appointment:

a) In the case of personnel with Vietnamese citizenship: A criminal record certificate issued by the agency managing the criminal record database, which must contain complete information on the criminal history (including both expunged and unexpunged records) and information on prohibitions from holding positions, establishing, and managing enterprises and cooperatives;

b) In case the proposed personnel does not have Vietnamese citizenship: A certificate of criminal record or an equivalent document (containing complete information on criminal records, including both expunged and unexpunged records; information on prohibitions from holding positions, establishing, and managing enterprises or cooperatives) must be issued by the competent authority of Vietnam or a foreign competent authority in accordance with the regulations.

The certificate of criminal record or an equivalent document must be issued by the competent authority before the credit institution submits its application for approval of the proposed personnel list, not exceeding six months prior to the submission date.

5. Declaration of related persons for the proposed personnel to be elected or appointed according to Model Appendix No. 02 attached to this Circular.

6. Copies of certificates and diplomas proving the professional qualifications of the proposed personnel to be elected or appointed, wherein certificates of Vietnamese citizens issued by educational institutions abroad must be recognized by the Ministry of Education and Training in accordance with relevant laws.

7. Documents proving compliance with the criteria and conditions for the proposed personnel to hold the position of member of the Board of Directors or member of the Board of Members of credit institutions as stipulated in point d, Clause 1, Article 50 of the Law on Credit Institutions, specifically:

a) For the condition "having at least three years as a manager or executive of a credit institution or having at least five years as a manager or executive of a business operating in the financial, banking, accounting, or auditing sector":

(i) Copy of the Business Registration Certificate (for businesses that are not credit institutions);

(ii) Provisions of the Charter of the credit institution or business regarding managers and executives;

(iii) A document from the authorized representative of the entity where the personnel has worked or is working confirming the position and duration of service of the personnel or a copy of a document proving the position and duration of service at the entity of the personnel.

b) For the condition "having at least five years as a manager or executive of a business with minimum capital equal to the statutory capital requirement for the corresponding type of credit institution":

(i) Provisions of the Charter of the business regarding managers and executives;

(ii) Copies of audited financial reports by independent auditing organizations of the business where the proposed personnel has worked or is working;

(iii) A document from the authorized representative of the business where the personnel has worked or is working confirming the position and duration of service of the personnel or a copy of a document proving the position and duration of service at the business of the personnel.

c) For the condition "having at least five years of direct work in the finance, banking, accounting, or auditing departments": A document from the authorized representative of the entity where the personnel has worked or is working confirming that the personnel has directly worked in the finance, banking, accounting, or auditing departments and the duration of such work or copies of documents proving the department of work and the duration of duties performed in these departments.

8. Documents proving compliance with the criteria and conditions for the proposed personnel to hold the position of General Director (Director) of a credit institution as stipulated in point d, Clause 4, Article 50 of the Law on Credit Institutions, specifically:

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

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

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

b) For the condition "having at least five years as a General Director (Director) or Deputy General Director (Deputy Director) of a business with minimum capital equal to the statutory capital requirement for the corresponding type of credit institution and having at least five years of direct work in the financial, banking, accounting, or auditing sector":

(i) Copies of audited financial reports by independent auditing organizations of the business where the proposed personnel has held or is holding the position of General Director (Director) or Deputy General Director (Deputy Director);

(ii) A document from the authorized representative of the business where the personnel has worked or is working confirming the position and duration of service of the personnel or a copy of a document proving the position and duration of service at the business of the personnel;

(iii) A document from the authorized representative of the entity where the personnel has worked or is working confirming that the personnel has directly worked in the financial, banking, accounting, or auditing sector and the duration of such work or copies of documents proving the sector of work and the duration of duties performed in these sectors.

c) For the condition "having at least ten years of direct work in the financial, banking, accounting, or auditing sector": A document from the authorized representative of the entity where the personnel has worked or is working confirming that the personnel has directly worked in the financial, banking, accounting, or auditing sector and the duration of such work or copies of documents proving the sector of work and the duration of duties performed in these sectors.

9. Documents proving compliance with the criteria and conditions "having at least three years of direct work in the banking, financial, accounting, or auditing sector" for the proposed personnel to hold the position of member of the Supervisory Board of a credit institution as stipulated in point c, Clause 3, Article 50 of the Law on Credit Institutions: A document from the authorized representative of the entity where the personnel has worked or is working confirming that the personnel has directly worked in the banking, financial, accounting, or auditing sector and the duration of such work or copies of documents proving the sector of work and the duration of duties performed in these sectors.

10. For personnel candidates for election or appointment under the provisions set forth in point đ, e, Clause 2, Article 33 of the Law on Credit Institutions: The document from the competent authority that dispatches the personnel candidate to serve as the State's representative managing the State's share capital in credit institutions.

 Article 7. Application for approval of proposed appointment of General Director (Director) of a foreign bank branch

1. Document of the foreign bank branch requesting the State Bank to approve the proposed appointment of the General Director (Director) of the branch in Vietnam, which must include at least the following contents:

a) Reasons for the appointment of the General Director (Director) of the foreign bank branch;

b) Full name, current position, and current place of work, passport number or identification card number or citizen identification card number of the proposed General Director (Director);

c) Evaluation of whether the proposed General Director (Director) meets the conditions and standards prescribed in the Law on Credit Institutions and relevant laws, including specific evaluation of compliance with each condition.

2. Document of the authorized representative of the foreign bank approving the proposed appointment of the General Director (Director) of the foreign bank branch in Vietnam.

3. Documents and materials specified in Clauses 3, 4, 5, 6, and 8 of Article 6 of this Circular.

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

1. Credit institutions and foreign bank branches shall prepare one set of documents in accordance with Articles 6 and 7 of this Circular and submit it to the State Bank of Vietnam (Supervisory Authority). In case the submitted documents are incomplete or invalid, within seven working days from the date of receipt of the documents, the State Bank of Vietnam (Supervisory Authority) shall issue a document requesting credit institutions and foreign bank branches to supplement the documents.

2. Credit institutions and foreign bank branches must complete the documents according to the State Bank of Vietnam’s requirements within a maximum period of forty-five working days from the date the State Bank of Vietnam (Supervisory Authority) issues a document requesting supplementary documents. If the deadline is exceeded, credit institutions and foreign bank branches must resubmit the set of documents in accordance with this Circular for the State Bank of Vietnam to consider and approve.

3. Within thirty working days from the date of receiving all documents as stipulated in Articles 6 and 7 of this Circular, the State Bank of Vietnam shall issue a document approving or not approving the proposed personnel of credit institutions and foreign bank branches. In case of non-approval, the reply document to credit institutions and foreign bank branches shall clearly state the reasons.

Chapter III

RESPONSIBILITIES OF THE RELATED UNITS

Section 1

RESPONSIBILITIES OF CREDIT INSTITUTIONS,

FOREIGN BANK BRANCHES

Article 9. Implementation of personnel criteria review

Credit institutions and foreign bank branches must review and evaluate whether the proposed personnel meet the full criteria and conditions as prescribed by

laws and bear legal responsibility for the completeness, accuracy, and truthfulness of the documents and materials provided to the State Bank of Vietnam.

Article 10. Implementation of procedures related to the election and appointment of personnel

1. Prepare documents, supplement and complete documents as required, and follow the procedures to request the State Bank of Vietnam to approve the list of proposed personnel as prescribed in this Circular and relevant laws.

2. Conduct the election and appointment of personnel in accordance with the law and based on the list of proposed personnel already approved by the State Bank of Vietnam.

Article 11. Implementation of notification and reporting system

1. Timely notify in writing to the State Bank of Vietnam (the Banking Inspection and Supervision Authority):

a) Any changes related to meeting the standards and conditions of personnel expected to be elected or appointed that arise during the State Bank of Vietnam's review of the approval application for the list of proposed personnel;

b) Any changes related to meeting the standards and conditions of personnel expected to be elected or appointed that occur from the date the State Bank of Vietnam issues the approval document for the list of proposed personnel until such personnel are elected or appointed.

2. Within ten working days from the date of election or appointment of the positions of Chairman and members of the Board of Directors, Chairman and members of the Board of Members, Head and members of the Supervisory Board, General Director (Director), credit institutions and foreign bank branches must submit a written notification to the State Bank of Vietnam regarding the list of individuals elected or appointed according to Model Appendix No. 03 attached to this Circular, specifically as follows:

a) For credit institutions that are limited liability companies, joint-stock credit institutions with headquarters located in provinces, cities directly under the Central Government (hereinafter referred to as province, city) where there is a Banking Inspection and Supervision Bureau, foreign bank branches: send to the Banking Inspection and Supervision Authority;

b) Joint-stock credit institutions with headquarters located in provinces, cities where there is no Banking Inspection and Supervision Bureau: send to the State Bank of Vietnam Branch in the province, city where the joint-stock credit institution has its headquarters, the Banking Inspection and Supervision Authority.

Section 2

RESPONSIBILITIES OF UNITS UNDER THE STATE BANK OF VIETNAM

Article 12. Responsibilities of the Banking Inspection and Supervision Authority

1. Within twenty working days from the date of receiving complete files of credit institutions, foreign bank branches in accordance with regulations, the Banking Inspection and Supervision Authority shall be responsible for evaluating the compliance of the files, standards, and conditions of the proposed personnel of credit institutions, foreign bank branches as stipulated in the Law on Credit Institutions and this Circular; seek opinions from relevant units; compile and submit to the Governor of the State Bank of Vietnam for consideration, and issue a document approving or not approving the proposed personnel of credit institutions, foreign bank branches.

2. Receive notifications from credit institutions, foreign bank branches as specified in Clause 1, Article 11 of this Circular; examine and propose to the Governor of the State Bank of Vietnam measures for addressing the standards and conditions of the proposed personnel or handling measures.

3. Receive and review notifications from credit institutions (excluding joint-stock credit institutions with headquarters located in provinces, cities without a Banking Inspection and Supervision Bureau), foreign bank branches as specified in Clause 2, Article 11 of this Circular. In case of discovering errors, the Banking Inspection and Supervision Authority shall require credit institutions, foreign bank branches to rectify or propose to the Governor of the State Bank of Vietnam handling measures if beyond their authority.

Article 13. Responsibilities of the State Bank of Vietnam Branch in the province, city where the joint-stock credit institution has its headquarters (except for provinces, cities with a Banking Inspection and Supervision Bureau)

1. The State Bank of Vietnam Branch in the province, city shall be responsible for providing written comments upon request of the Banking Inspection and Supervision Authority within five working days from the date of receipt of the request.

2. Receive and review notifications from joint-stock credit institutions as specified in point b, Clause 2, Article 11 of this Circular. In case of discovering errors, the State Bank of Vietnam Branch shall require the credit institution to rectify or propose to the Governor of the State Bank of Vietnam handling measures if beyond their authority.

Article 14. Responsibilities of other related units under the State Bank

Related units under the State Bank shall be responsible for providing written comments upon the request of the Banking Inspection and Supervision Authority within five working days from the date of receipt of the request.

Chapter IV

IMPLEMENTING PROVISIONS

Article 15. Transitional Provisions

The dossier proposing approval of the list of anticipated personnel of credit institutions and foreign bank branches received by the State Bank before this Circular takes effect shall continue to be examined and processed according to the guidelines of the State Bank at the time of receipt.

Article 16. Effectiveness

This Circular shall take effect from November 1, 2018.

2. Repeal the following provisions:

a) Section 3 Chapter II; Article 21; Clause 1, Clause 2 Article 43; Article 44; provisions on approving personnel in Articles 16, 46, 47, 48, 49, 50, 51 of Circular No. 06/2010/TT-NHNN dated February 26, 2010 of the Governor of the State Bank guiding the organization, management, operation, charter capital, transfer of shares, amendment, and supplement of the business license and charter of commercial banks;

b) Provisions on approving personnel in Part III Section II; Part III Section III; Circular No. 03/2007/TT-NHNN dated June 5, 2007 of the Governor of the State Bank guiding the implementation of certain articles of Decree No. 22/2006/NĐ-CP dated February 28, 2006 of the Government on the organization and operation of foreign bank branches, joint venture banks, wholly foreign-owned banks, and representative offices of foreign credit institutions in Vietnam;

Decision No. 516/2003/QĐ-NHNN dated May 26, 2003 of the Governor of the State Bank promulgating regulations on the organization and operation of the Board of Directors, Supervisory Board, General Director (Director) of non-bank credit institutions and Decision No. 14/2006/QĐ-NHNN dated April 4, 2006 of the Governor of the State Bank amending and supplementing certain articles of the regulations on the organization and operation of the Board of Directors, Supervisory Board, General Director (Director) of non-bank credit institutions issued together with Decision No. 516/2003/QĐ-NHNN dated May 26, 2003.

Article 17. Implementation

The Heads of the Office, the Banking Inspection and Supervision Authority, the Heads of units under the State Bank, the Governors of the State Bank Branches in provinces and cities, the Chairmen and members of the Board of Directors, Board of Members, the Heads and members of the Supervisory Board, General Directors (Directors) of credit institutions, and General Directors (Directors) of foreign bank branches are responsible for implementing this Circular./.