Decision No. 516/2003/QĐ-NHNN on the organization and operation of the Board of Directors, Supervisory Board, General Director (Director) of non-bank financial institutions.

 

Pursuant to …;

Issuing regulations on the organization and operation of the Board of Directors,

Supervisory Board, General Director (Director) of non-bank credit organizations

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

Pursuant to the guidance of the Prime Minister in Circular No. 75/CP-QHQT dated December 10, 2004, and Circular No. 49/VPCP-QHQT dated January 28, 2004.

Pursuant to the Government Decree No. 16/2001/NĐ-CP dated May 2, 2001 on the organization and operation of financial leasing companies;

Pursuant to the Government Decree No. 79/2002/NĐ-CP dated October 4, 2002 on the organization and operation of finance companies;

At the proposal of the Director of the Department of Banks and Non-Bank Financial Institutions,

DECISION:

Article 1. Issued with this Decision are the "Provisions on the Organization and Operation of the Board of Directors, Supervisory Board, General Director (Director) of Non-Bank Credit Organizations".

Article 2. This Decision shall take effect fifteen days from the date of publication in the Official Gazette and shall supersede previous regulations on the organization and operation of the Board of Directors, Supervisory Board, General Director (Director) of Non-Bank Credit Organizations.

Article 3. The Head of the Office, Heads of Departments of Commercial Banks and Non-Bank Credit Organizations under the State Bank of Vietnam, Heads of Branches of the State Bank of Vietnam in provinces and centrally governed cities, Chairmen and members of the Board of Directors, Heads and members of the Supervisory Board, General Director (Director) of Non-Bank Credit Organizations are responsible for implementing this Decision./.

 

REGULATIONS

on the organization and operation of the Board of Directors,

Supervisory Board, General Director (Director) of non-bank credit organizations

(Issued pursuant to Decision No. 516/2003/QĐ-NHNN dated May 26, 2003 of the Governor of the State Bank of Vietnam)

Chapter I:
GENERAL PROVISIONS

Article 1. Object and Scope of Regulation

1. These provisions regulate the organization and operation of the Board of Directors, Supervisory Board, General Director (Director) for the following types of non-bank credit organizations established and operating in Vietnam:

a. Non-bank credit organizations affiliated with credit organizations and state-owned enterprises' finance companies having their own Board of Directors and Supervisory Board (hereinafter referred to as affiliated non-bank credit organizations).

b. Joint venture non-bank credit organizations and wholly foreign-owned non-bank credit organizations (hereinafter referred to as non-bank credit organizations with foreign capital).

2. For joint-stock non-bank credit organizations, the provisions regarding the organization and operation of the Board of Directors, Supervisory Board, and General Director (Director) shall be implemented according to the Provisions on the Organization and Operation of the Board of Directors, Supervisory Board, and General Director of Joint-Stock Commercial Banks issued pursuant to Decision No. 1087/2001/QĐ-NHNN dated August 27, 2001 of the Governor of the State Bank of Vietnam.

3. For non-bank credit organizations affiliated with credit organizations that do not have their own Board of Directors and Supervisory Board, the management and supervision of such non-bank credit organizations shall be the responsibility of the Board of Directors and Supervisory Board of the affiliated credit organization. The provisions on the organization and operation of the Board of Directors and Supervisory Board of the credit organization shall be carried out in accordance with the Charter of the credit organization and other guiding documents of the State Bank of Vietnam.

Article 2. Definitions

In these provisions, the following terms are understood as follows:

1. Non-bank credit organization: refers to financial leasing companies as defined in the Government Decree No. 16/2001/NĐ-CP dated May 2, 2001 on the organization and operation of financial leasing companies, finance companies as defined in the Government Decree No. 79/2002/NĐ-CP dated October 4, 2002 on the organization and operation of finance companies, and other non-bank credit organizations.

2. Board of Directors: is the governing body of a non-bank credit organization, having full authority to make decisions on behalf of the non-bank credit organization concerning its purposes and interests, except for matters within the jurisdiction of the Board of Directors of the parent company or credit organization (for affiliated non-bank credit organizations) or the shareholders (for non-bank credit organizations with foreign capital).

3. Supervisory Board: is the body responsible for auditing the financial activities of the non-bank credit organization; monitoring compliance with accounting systems and internal audit systems of the non-bank credit organization.

4. General Director (Director): is the person responsible before the Board of Directors and the law for managing the daily operations of the non-bank credit organization.

Article 3. Situations where individuals cannot be elected to the Board of Directors, Supervisory Board, or appointed as General Director (Director)

1. Currently being pursued for criminal responsibility.

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

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

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

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

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

7. Currently borrowing funds or acting as guarantor or re-guarantor for loans from the same non-bank credit organization.

8. Having parents, spouse, or children who are currently borrowing funds or acting as guarantor or re-guarantor for loans from the same non-bank credit organization.

9. Being a shareholder holding more than 10% of the charter capital or having parents, spouse, or children who are shareholders holding more than 10% of the charter capital of an enterprise receiving preferential credit from the non-bank credit organization.

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

11. Not complying with other provisions stipulated in the Charter of the non-bank credit organization.

12. Parents, spouse, children, brothers, sisters, or half-siblings of members of the Board of Directors, General Director (Director).

Article 4. Situations leading to automatic loss of membership

1. Members of the Board of Directors, members of the Supervisory Board, General Director (Director) shall be deemed to automatically lose their membership in the following situations:

a. Death or loss of civil capacity.

b. Loss of capacity to represent and manage the portion of capital contribution of a corporate member or a corporate member ceases its capital contribution (if it is a non-bank financial institution with foreign capital).

c. Belongs to the object regulated under one of the Clauses 1, 2, 3, 4, 5, 6 of Article 3 of this Regulation.

d. When expelled from the territory of the Socialist Republic of Vietnam by a Court.

e. The non-bank financial institution has had its operating license revoked.

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

3. In cases where the status of a member of the Board of Directors, a member of the Supervisory Board, or General Director (Director) is automatically lost according to the provisions at points a, b, c, d, đ of Clause 1 of this Article, the Board of Directors of the non-bank financial institution must immediately prepare a report accompanied by specific evidence and submit it to the State Bank of Vietnam, and bear responsibility for the accuracy and truthfulness of the report before the law, while being subject to handling according to the provisions of Articles 12, 18, 22 of this Regulation.

Article 5. Cases of removal or dismissal

1. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director (Director) of the non-bank financial institution shall be removed or dismissed in the following cases:

a. Civil capacity is restricted.

b. Submitting a resignation letter for a reasonable cause.

c. Belongs to the object violating the provisions of Clauses 7, 8, 9, 10, 11, and 12 of Article 3 of this Regulation.

d. Violating the provisions of laws, the State Bank of Vietnam, and the Charter of the non-bank financial institution during the performance of assigned duties and powers.

e. Other cases prescribed by the Charter of the non-bank financial institution.

2. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director (Director) after being removed or dismissed shall bear personal responsibility for their decisions made during the period they held such positions.

Article 6. Cases of temporary suspension

1. In case the non-bank financial institution is placed under special supervision, the Head of the Special Supervision Board at the non-bank financial institution has the right to temporarily suspend the management, supervision, and operation rights of the members of the Board of Directors, the members of the Supervisory Board, and the General Director (Director) if deemed necessary.

2. During the period of temporary suspension of management, supervision, or waiting for the procedures of removal or dismissal of titles as stipulated in Clause 1 of Article 5 of this Regulation, the members of the Board of Directors and the members of the Supervisory Board may attend meetings but have no voting rights at the Board of Directors and Supervisory Board meetings.

Article 7. Approval of titles

The Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the General Director (Director) of the non-bank financial institution, who are elected, appointed, removed, or dismissed, must be approved by the Governor of the State Bank of Vietnam.

Chapter II:
BOARD OF DIRECTORS

Part I: ORGANIZATION OF THE BOARD OF DIRECTORS

Article 8. Appointment and Removal of Board of Directors Titles

1. For subordinate non-bank financial institutions: The titles of the Board of Directors are appointed and removed by the Chairman of the Board of Directors of the Holding Company or the Chairman of the Board of Directors of the non-bank financial institution and must be approved by the Governor of the State Bank of Vietnam.

2. For non-bank financial institutions with foreign capital: The titles of the Board of Directors are nominated by representatives of the contributing parties, appointed and removed by the Chairman of the Board of Directors of the non-bank financial institution with foreign capital, and must be approved by the Governor of the State Bank of Vietnam.

Article 9. Members of the Board of Directors

1. Members of the Board of Directors are individuals with reputation, professional ethics, and knowledge of financial-banking activities, not belonging to the objects regulated in Article 40 of the Law on Financial Institutions and Article 3 of this Regulation.

2. Members of the Board of Directors concurrently holding the position of General Director (Director) and members of the Board of Directors concurrently holding the position of Head of the Supervisory Board are full-time members. The Chairman of the Board of Directors cannot simultaneously hold the position of General Director (Director) or Deputy General Director (Deputy Director) of the same non-bank financial institution.

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 cannot participate in the Board of Directors or manage another non-bank financial institution, except when that organization is a subsidiary of the non-bank financial institution.

5. The term of office of members of the Board of Directors ranges from two to five years, as determined by the Board of Directors and recorded in the Charter of the non-bank financial institution. Members of the Board of Directors can be reappointed. Concurrent members of the Board of Directors do not receive salaries but may receive allowances related to the activities of the Board of Directors.

6. Number of members:

a. The Board of Directors of a subordinate non-bank financial institution consists of three to five members, including full-time members and concurrent members; the number of members of the Board of Directors, full-time members, and concurrent members is determined by the Board of Directors of the Holding Company or the Board of Directors of the non-bank financial institution and recorded in the Charter of the non-bank financial institution.

b. The Board of Directors of a non-bank financial institution with foreign capital has a minimum of three members and does not exceed eleven members, including full-time members and concurrent members; the number of members of the Board of Directors, full-time members, and concurrent members is determined by the Board of Directors and recorded in the Charter of the non-bank financial institution with foreign capital.

Article 10. Meetings of the Board of Directors

1. The Board of Directors of a subordinate non-bank financial institution must convene regular meetings at least once every quarter. For non-bank financial institutions with foreign capital, the Board of Directors must convene regular meetings at least once a year. The Board of Directors may convene extraordinary meetings upon request of the Chairman of the Board of Directors, the Head of the Supervisory Board, the General Director (Director), or two-thirds or more of the members of the Board of Directors, or others as prescribed by the Charter of the non-bank financial institution.

2. The Chairman of the Board of Directors shall convene and preside over meetings of the Board of Directors; in the absence of the Chairman of the Board of Directors, he shall delegate another member of the Board of Directors to convene and preside over the meeting.

3. A meeting of the Board of Directors shall be held when at least two-thirds of the total number of members of the Board of Directors are present. Each member of the Board of Directors has one vote. Resolutions and decisions of the Board of Directors must be approved by at least 50% of the total number of attending members and shall be binding on the non-bank credit institution. In case of an equal number of votes, the final decision shall belong to the side with the opinion of the Chairman of the Board of Directors or the member of the Board of Directors delegated by the Chairman of the Board of Directors to chair the meeting.

4. Meetings of the Board of Directors must be fully recorded in the minutes book. The Chairperson and secretary shall jointly bear responsibility for the accuracy and truthfulness of the minutes of the Board of Directors' meetings.

Article 11. Administrative apparatus of the Board of Directors

1. The Board of Directors uses the management machinery and seal of the non-bank credit institution to perform its duties.

2. The Board of Directors has dedicated staff assistants. The Board of Directors stipulates the number (but not exceeding five people) and tasks of each staff assistant.

Article 12. Change of position of Chairman and members of the Board of Directors

1. For affiliated non-bank credit institutions:

a. Within thirty days from the date the Chairman of the Board of Directors loses his/her qualification as a member of the Board of Directors, the Board of Directors shall have the responsibility to submit to the Chairman of the Board of Directors of the Holding Company or the Chairman of the Board of Directors of the Credit Institution for the appointment of a new Chairman of the Board of Directors (meeting the current standards and conditions), to be approved by the Governor of the State Bank of Vietnam.

b. If the Chairman of the Board of Directors wishes to resign, he/she must submit a letter to the Board of Directors of the non-bank credit institution and the Chairman of the Board of Directors of the Holding Company or the Chairman of the Board of Directors of the Credit Institution. Within sixty days from the date of receipt of the letter, the Chairman of the Board of Directors of the Holding Company or the Chairman of the Board of Directors of the Credit Institution must consider and make a decision and proceed with the procedures for removal, dismissal, and appointment of a new Chairman of the Board of Directors (meeting the current standards and conditions), to be approved by the Governor of the State Bank of Vietnam.

c. If a member of the Board of Directors wishes to resign, he/she must submit a letter or document to the Board of Directors of the non-bank credit institution and the Chairman of the Board of Directors of the Holding Company or the Chairman of the Board of Directors of the Credit Institution for consideration and decision on the removal and appointment of a new member of the Board of Directors, to be approved by the Governor of the State Bank of Vietnam.

2. For non-bank credit institutions with foreign capital:

a. Within sixty days from the date the Chairman of the Board of Directors loses his/her qualification as a member of the Board of Directors, the contributing party in the non-bank credit institution with foreign capital holding the position of Chairman of the Board of Directors must appoint a representative (meeting the current standards and conditions) to hold the position of Chairman of the Board of Directors, to be approved by the Governor of the State Bank of Vietnam.

b. If the Chairman of the Board of Directors wishes to resign, he/she must submit a letter to the Board of Directors and the contributing party in the non-bank credit institution with foreign capital holding the position of Chairman of the Board of Directors. Within ninety days from the date of receipt of the letter, the contributing party holding the position of Chairman of the Board of Directors must consider and make a decision and proceed with the procedures for removal, dismissal, and appointment of a new Chairman of the Board of Directors (meeting the current standards and conditions), to be approved by the Governor of the State Bank of Vietnam.

c. If a member of the Board of Directors wishes to resign, he/she must submit a letter or document to the Board of Directors and the contributing parties in the non-bank credit institution with foreign capital for consideration and decision on the removal and appointment of a new member of the Board of Directors, to be approved by the Governor of the State Bank of Vietnam.

Chapter II: DUTIES AND LIMITS OF THE BOARD OF DIRECTORS

Article 13. Duties and powers of the Board of Directors

1. For affiliated non-bank credit institutions:

a. Management of the non-bank credit institution shall be carried out in accordance with the provisions of the law, this Regulation, and the Charter of the non-bank credit institution.

b. Decide on issues related to the purpose and interests of the non-bank credit institution, except those issues within the jurisdiction of the Board of Directors of the Holding Company or the Board of Directors of the Credit Institution.

c. Accept sources of capital and other resources assigned by the Board of Directors of the Holding Company or the Board of Directors of the Credit Institution; Decide on capital contributions, share purchases, joint ventures with other domestic organizations and individuals.

d. Submit to the Governor of the State Bank of Vietnam:

- Approval of the Charter of the non-bank credit institution;

- Approval of the establishment, closure of branches, representative offices; establishment, dissolution of affiliated companies;

- Approval of capital contributions, share purchases, joint ventures with foreign investors (for finance companies);

- Approval of division, separation, merger, acquisition, dissolution of the non-bank credit institution;

- Approval of changes as provided for in Clause 1, Article 31 of the Law on Credit Institutions;

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

- Approval of the organization of independent auditors to audit the operations of the non-bank credit institution in accordance with the regulations of the State Bank of Vietnam;

- Other matters as prescribed by law.

e. Submit to the Board of Directors of the Holding Company or the Board of Directors of the Credit Institution:

- Decisions on increasing or decreasing the charter capital and other resources;

- Decisions on the establishment, closure of branches, representative offices; establishment, dissolution of affiliated companies;

- Decisions on division, separation, merger, acquisition, dissolution of the non-bank credit institution;

- Decisions on the election, appointment, removal, and dismissal of the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, General Director (Director), Deputy General Directors (Deputy Directors) and Chief Accountant.

- Determine strategic plans, business policies, approve long-term development plans;

- Decide on the issuance of the Rules of Operation of the Board of Directors, Supervisory Board, and Management Board.

g. Decide to supplement, amend the Charter and the organizational structure of the headquarters, branches, representative offices, and subsidiaries' management bodies of the Non-Bank Financial Institution.

h. Approve business operation plans proposed by the General Director (Director).

i. Set general rules for interest rates on credit, commission ratios, fees, and penalty amounts for customers as prescribed by law.

k. Decide on the establishment and utilization of funds.

l. Approve the appointment, dismissal, and removal of Department Heads, Deputy Department Heads, Branch Managers, Deputy Branch Managers, Representative Office Heads, Subsidiary Managers, and Deputy Subsidiary Managers (if applicable).

n. Establish the Rules of Operation of the Board of Directors, Supervisory Board, and Management Board.

m. Issue regulations on the organization and operation of internal inspection and audit activities in accordance with the law.

o. Approve consolidated financial reports and annual settlements.

p. Issue specific guidelines for implementing state policies, systems, and rules concerning organizational structure and operations of the Non-Bank Financial Institution.

q. Perform other rights and duties as prescribed by law.

2. For non-bank credit institutions with foreign capital:

a. The governance of the Non-Bank Financial Institution shall be carried out in accordance with the law, this Regulation, and the Charter of the Non-Bank Financial Institution.

b. Determine strategic plans, business policies, approve long-term and annual development plans, and important areas of the Non-Bank Financial Institution.

c. Submit to the Governor of the State Bank:

- Ratify the Charter;

- Ratify increases or decreases in the registered capital.

- Approval of the establishment, closure of branches, representative offices; establishment, dissolution of affiliated companies;

- Approval of capital contributions, share purchases, joint ventures with foreign investors (for finance companies);

- Approval of division, separation, merger, acquisition, dissolution of the non-bank credit institution;

- Approval of changes as provided for in Clause 1, Article 31 of the Law on Credit Institutions;

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

- Other matters as prescribed by law.

d. Decide on the election, appointment, dismissal, and removal of the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, the General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountants.

e. Determine strategic plans, business policies, approve long-term development plans, Rules of Operation of the Board of Directors, Supervisory Board, and Management Board, and the organizational structure of the headquarters, branches, representative offices, and subsidiaries.

g. Approve recruitment rules, salary scales, bonuses, and allowances for employees.

h. Approve consolidated financial reports and annual settlements.

i. Decide on profit distribution among parties according to their share of capital contribution.

k. Issue specific guidelines for implementing state policies, systems, and rules concerning organizational structure and operations of the Non-Bank Financial Institution.

l. Decide to amend and supplement the Charter; decide on capital contributions, purchases, shares, joint ventures with domestic organizations and individuals.

n. Perform other rights and duties as prescribed by law.

Article 14. Duties and powers of the Chairperson of the Board of Directors

1. General Provisions

a. Is responsible for all work of the Board of Directors, organizing the assignment of tasks to members to fulfill the Board of Directors' duties and powers;

b. Sign documents within the Board of Directors' authority to submit to the Governor of the State Bank and related agencies;

c. Sign resolutions, decisions, and documents or approve documents within the Board of Directors' authority to implement within the Non-Bank Financial Institution;

d. Convene, chair, and assign Board of Directors members to prepare content for Board meetings;

e. Fulfill other powers and duties as prescribed by law and the Non-Bank Financial Institution's Charter.

2. For subordinate Non-Bank Financial Institutions: In addition to the provisions stipulated in Clause 1 of this Article, the Chairman of the Board of Directors has the following duties and powers:

a. On behalf of the Board of Directors together with the General Director (Director) to receive capital and other resources assigned by the Holding Company or the Financial Organization;

b. Sign documents within the Board of Directors' authority to submit to the Holding Company or the Financial Organization.

3. For Non-Bank Financial Institutions with foreign capital: In addition to the provisions stipulated in Clause 1 of this Article, the Chairman of the Board of Directors may delegate one of the permanent members of the Board of Directors at the Non-Bank Financial Institution with foreign capital to undertake his duties and be legally responsible for the tasks delegated. The powers and responsibilities of the Board member delegated are specified in the delegation document issued by the Chairman of the Board of Directors.

Article 15. Duties and Powers of Board Members

1. Fulfill duties and powers as prescribed by law, the State Bank, the Charter of the Non-Bank Financial Institution, and Board resolutions and decisions.

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

Chapter III:
SUPERVISORY BOARD

Chapter I: ORGANIZATION OF THE SUPERVISORY BOARD

Article 16. Appointment and Removal of Supervisory Board Positions

1. For subordinate Non-Bank Financial Institutions: The Head of the Supervisory Board and members of the Supervisory Board are appointed and removed by the Chairman of the Board of Directors of the Holding Company or the Chairman of the Board of Directors of the Financial Organization and must be ratified by the Governor of the State Bank.

2. For Non-Bank Financial Institutions with foreign capital: The Head of the Supervisory Board and members of the Supervisory Board are nominated by the participating capital contributors, appointed and removed by the Chairman of the Board of Directors of the Non-Bank Financial Institution with foreign capital, and must be ratified by the Governor of the State Bank.

Article 17. Supervisory Board Members

1. The Supervisory Board has a minimum of three members but not more than five, including at least one full-time member. The number of Supervisory Board members and full-time members is determined by the Chairman of the Board of Directors of the Holding Company, the Chairman of the Board of Directors of the Financial Organization, or the Chairman of the Board of Directors of the Non-Bank Financial Institution with foreign capital and recorded in the Charter of the Non-Bank Financial Institution.

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

3. Members of the Supervisory Board must not be within the scope of persons prescribed in Article 40 of the Law on Credit Institutions, and must meet the requirements for professional qualifications and ethical standards as stipulated by the State Bank.

Article 18. Changes in the position of Chairperson and members of the Supervisory Board

1. For affiliated non-bank credit institutions:

a. Within thirty days from the date on which the Chairperson of the Supervisory Board loses their membership status automatically, the Board of Directors shall have the responsibility to submit to the Chairman of the Board of Directors of the Corporation or the Chairman of the Board of Directors of the Credit Institution a candidate or appointee for the Chairperson of the Supervisory Board (meeting current criteria and conditions), to be approved by the Governor of the State Bank.

b. If the Chairperson of the Supervisory Board wishes to resign, they must submit a letter to the Board of Directors and the Supervisory Board of the Non-Bank Credit Institution and the Chairman of the Board of Directors of the Corporation or the Chairman of the Board of Directors of the Credit Institution. Within sixty days from the date of receipt of the letter, the Chairman of the Board of Directors of the Corporation or the Chairman of the Board of Directors of the Credit Institution must consider and decide, and carry out procedures for removal, dismissal, and appointment of the Chairperson of the Supervisory Board (meeting current criteria and conditions), to be approved by the Governor of the State Bank.

c. If a member of the Supervisory Board wishes to resign, they must submit a letter or document to the Board of Directors and the Supervisory Board of the Non-Bank Credit Institution to be submitted to the Chairman of the Board of Directors of the Corporation or the Chairman of the Board of Directors of the Credit Institution for consideration and decision regarding the removal, dismissal, and appointment of a member of the Supervisory Board (meeting current criteria and conditions), to be approved by the Governor of the State Bank.

2. For non-bank credit institutions with foreign capital:

a. Within sixty days from the date on which the Chairperson of the Supervisory Board loses their membership status automatically, representatives of the capital contributors must nominate the Chairperson of the Supervisory Board for the Chairman of the Board of Directors of the Non-Bank Credit Institution to appoint or remove, to be approved by the Governor of the State Bank.

b. If the Chairperson of the Supervisory Board wishes to resign, they must submit a letter to the Board of Directors, the Supervisory Board, and the capital contributors in the Non-Bank Credit Institution. Within ninety days from the date of receipt of the letter, representatives of the capital contributors must nominate the Chairperson of the Supervisory Board for the Chairman of the Board of Directors of the Non-Bank Credit Institution to carry out procedures for removal, dismissal, and appointment, to be approved by the Governor of the State Bank.

c. If a member of the Supervisory Board wishes to resign, they must submit a letter or document to the Board of Directors and the Supervisory Board to be submitted to the capital contributors in the Non-Bank Credit Institution with foreign capital for consideration and decision.

Chapter II: DUTIES AND POWERS OF THE SUPERVISORY BOARD

Article 19. Duties and Powers of the Audit Board

1. To inspect financial activities of the Non-Bank Credit Institution; to monitor compliance with accounting systems, and the operation of the internal audit system of the Non-Bank Credit Institution;

2. To review the annual financial reports of the Non-Bank Credit Institution; to inspect specific issues related to the financial activities of the Non-Bank Credit Institution when deemed necessary, or pursuant to a decision of the Board of Directors of the Non-Bank Credit Institution, or of the Chairman of the Board of Directors of the Corporation, or of the Chairman of the Board of Directors of the Credit Institution, or of the capital contributors in the Non-Bank Credit Institution with foreign capital;

3. To regularly report to the Board of Directors on the results of operations; to consult with the Board of Directors before submitting reports, conclusions, and recommendations to the Board of Directors of the Corporation, or the Credit Institution, or the capital contributors in the Non-Bank Credit Institution with foreign capital;

4. To report to the Board of Directors of the Corporation, or the Credit Institution, or the capital contributors in the Non-Bank Credit Institution with foreign capital on the accuracy, truthfulness, and legality of record-keeping, retention of documents, and preparation of accounting books and financial reports; the operation of the internal audit system of the Non-Bank Credit Institution;

5. To recommend measures to supplement, amend, and improve the financial activities of the Non-Bank Credit Institution in accordance with the law;

6. To use the internal audit system of the Non-Bank Credit Institution to perform its duties;

7. Other duties and powers as provided by law and the Charter of the Non-Bank Credit Institution.

Article 20. Duties and Powers of the Chairperson and Members of the Supervisory Board

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

a. To convene meetings of the Supervisory Board;

b. To represent the Supervisory Board in convening extraordinary meetings of the Board of Directors;

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

d. To be responsible for directing members of the Supervisory Board to implement the duties and powers of the Supervisory Board; to be accountable to the Board of Directors of the Non-Bank Credit Institution, the Board of Directors of the Corporation, or the Board of Directors of the Credit Institution, or the capital contributors of the Non-Bank Credit Institution with foreign capital for the activities of the Supervisory Board;

e. To delegate authority to one of the members of the Supervisory Board to assume the responsibilities of the Chairperson during their absence.

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

a. To oversee business activities, check accounting records, assets, reports, and annual settlement statements, and to recommend corrective actions for any violations (if any);

b. To have the right to request employees of the Non-Bank Credit Institution to provide information, data, and explanations about business activities;

c. To report to the Chairperson of the Supervisory Board about unusual financial events, and to be personally responsible for their assessments and conclusions;

d. To submit a written report at least once a month to the Chairperson of the Supervisory Board on the situation and results of oversight in the assigned area.

e. Attend meetings of the Board of Directors, express opinions, and make recommendations, but do not participate in voting. If there are differing opinions with the resolutions of the Board of Directors, have the right to request that their opinions be recorded in the minutes of the meeting;

g. More than two-thirds of the members of the Supervisory Board have the right to request the Board of Directors to convene an extraordinary session in cases where the Board of Directors commits serious violations;

h. Bear legal responsibility before the law, the Head of the Supervisory Board, the Board of Directors of the Non-Bank Credit Institution, the Board of Directors of the State-Owned Enterprise, or the Board of Directors of the Non-Bank Credit Institution with foreign capital regarding the accuracy and truthfulness of the figures and files related to the activities of the Non-Bank Credit Institution. In case of concealment or failure to timely recommend measures for dealing with violations, they shall bear joint liability when performing their duties;

i. Perform other rights and responsibilities as stipulated in the Charter of the Non-Bank Credit Institution;

3. Operating costs, including salaries and working conditions of the members of the Supervisory Board, are borne by the Non-Bank Credit Institution. For members of the Supervisory Board who concurrently hold positions, they are entitled to remuneration;

Chapter IV:
GENERAL DIRECTOR (DIRECTOR)

NON-BANK CREDIT INSTITUTION

Article 21. Functions of the General Director (Director)

1. The General Director (Director) manages the operations of the Non-Bank Credit Institution, assisted by several Deputy General Directors (Deputy Directors), Chief Accountant, and specialized staff.

2. The General Director (Director) is the legal representative of the Non-Bank Credit Institution, responsible to the Board of Directors and the law for daily management of the Non-Bank Credit Institution, appointed, dismissed, or removed by the Board of Directors. For subordinate Non-Bank Credit Institutions, the General Director (Director) is appointed, dismissed, or removed by the Chairman of the Board of Directors of the State-Owned Enterprise or the Chairman of the Board of Directors of the Non-Bank Credit Institution.

The appointment, dismissal, and removal of the position of General Director (Director) must be approved by the Governor of the State Bank of Vietnam.

3. The General Director (Director) may not concurrently hold any managerial position at another credit institution, except in the case of a subsidiary of the Non-Bank Credit Institution and only in a governance or supervisory capacity at that subsidiary;

4. The General Director (Director) and Deputy General Directors (Deputy Directors) of the Non-Bank Credit Institution must reside in Vietnam during their tenure.

5. The Deputy General Director (Deputy Director) assists the General Director (Director) in managing one or more areas of operation of the Non-Bank Credit Institution according to the assignment of the General Director (Director) and is responsible to the General Director (Director) and the law for the performance of assigned tasks.

The appointment, dismissal, and removal of the position of Deputy General Director (Deputy Director) are regulated in the Charter of the Non-Bank Credit Institution.

Article 22. Change of Position of General Director (Director)

1. In the event that the General Director (Director) loses their qualifications automatically, the Board of Directors must immediately appoint a Deputy General Director (Deputy Director) or a Head of Business Department (if there is no Deputy General Director - Deputy Director) who meets the conditions prescribed by the State Bank of Vietnam and does not fall under the provisions of Article 3 of this Regulation to take over the duties of the General Director (Director) and must report immediately in writing to the State Bank of Vietnam.

2. Within a maximum period of 60 days from the date the General Director (Director) loses their qualifications automatically or receives a resignation letter from the General Director (Director):

a. For subordinate Non-Bank Credit Institutions: The Chairman of the Board of Directors of the State-Owned Enterprise or the Chairman of the Board of Directors of the Non-Bank Credit Institution must find a replacement and proceed with the procedures to appoint the General Director (Director) for approval by the Governor of the State Bank of Vietnam.

b. For Non-Bank Credit Institutions with foreign capital: The contributing party holding the position of General Director (Director) must nominate a new General Director (Director) for the Chairman of the Board of Directors to carry out the procedures for dismissal and appointment of the General Director (Director) for approval by the Governor of the State Bank of Vietnam.

3. In the event that the General Director (Director) seriously violates laws and regulations and the Charter of the Non-Bank Credit Institution, the Board of Directors has the right to temporarily suspend the management authority of the General Director (Director), while immediately appointing a Deputy General Director (Deputy Director) who meets the conditions prescribed by the State Bank of Vietnam to take over the duties of the General Director (Director) and immediately issue a written report and proposal for handling the violations, as well as the position of General Director (Director) to the State Bank of Vietnam and the Chairman of the Board of Directors of the State-Owned Enterprise, or the Chairman of the Board of Directors of the Non-Bank Credit Institution, or the contributing party currently holding the position of General Director (Director) to resolve according to current regulations.

4. During the time the General Director (Director) has not been approved by the Governor of the State Bank of Vietnam, the Chairman of the Board of Directors and the members of the Board of Directors, the Head of the Supervisory Board, and the members of the Supervisory Board are fully responsible before the law for all activities of the Non-Bank Credit Institution.

Article 23. Duties and Authorities of the General Director (Director)

1. Together with the Chairman of the Board of Directors, sign to receive capital and other resources provided by the State-Owned Enterprise, or the Non-Bank Credit Institution, or the participating parties in the Non-Bank Credit Institution with foreign capital for management and use.

2. Submit to the Board of Directors:

a. Amendments and supplements to the Charter of the Non-Bank Credit Institution;

b. Opening and closing branches, representative offices, and subsidiaries;

d. Organizational structure of the management and operational staff at headquarters; organizational structure of the operational staff at branches, representative offices, and subsidiaries;

e. Appointing, dismissing, and removing the Deputy General Director (Deputy Director) and Chief Accountant; Branch Directors, representative offices of subsidiaries according to the provisions of the Charter of Non-Bank Credit Organizations;

g. Operating regulations of branches, representative offices, and subsidiaries;

Decisions on specific interest rates, commission ratios, fees, and penalty amounts for customers as prescribed by law;

i. Business operation plans; profit utilization plans after tax;

k. Capital contributions, purchasing shares of enterprises and other credit organizations (for financial company types);

l. Splitting, merging, consolidating, acquiring, and dissolving non-bank credit organizations;

n. Changes stipulated in Clause 1, Article 31 of the Law on Credit Institutions;

m. Selecting independent auditing organizations to audit the activities of non-bank credit organizations;

o. Detailed guidance on implementing state policies and systems regarding financial banking activities;

3. Appointing, dismissing, and removing the positions of Heads and Deputy Heads of specialized departments at headquarters; Branch Directors, Deputy Directors, Heads, and Deputy Heads of branches, representative offices, and subsidiaries. The appointments and dismissals of these positions must be approved by the Chairman of the Board of Management of the non-bank credit organization. Hiring, disciplining, and terminating employees of the non-bank credit organization; deciding salaries and allowances for workers including management staff under the authority of the General Director (Director) in accordance with the law and the Regulations issued by the Board of Management of the non-bank credit organization;

4. Organizing the implementation of business operation plans and post-tax profit utilization plans upon approval by the Board of Management;

5. Managing and deciding on issues related to the business operations of the non-bank credit organization in accordance with the law, the Charter of the non-bank credit organization, and resolutions and decisions of the Board of Management; being responsible for the results of the business operations of the non-bank credit organization;

6. Representing the non-bank credit organization in international relations, litigation, disputes, dissolution, and bankruptcy;

7. Being authorized to apply measures exceeding their own authority in emergency situations (natural disasters, enemy threats, fires, accidents) and being responsible for those decisions, subsequently reporting immediately to the Board of Management, State Bank, and other competent state agencies for further resolution;

8. Being subject to inspection and supervision by the Board of Management, Supervisory Board, State Bank, and other competent state agencies regarding the performance of their managerial duties;

9. Reporting to the Board of Management, State Bank, and other competent state agencies as required by law on the results of the business operations of the non-bank credit organization;

10. Other rights and responsibilities as prescribed by law, the Charter of the non-bank credit organization, and decisions of the Board of Management;

Chapter V:
PROCEDURES, REQUIREMENTS, AND DOCUMENTS FOR APPROVAL OF APPOINTMENT,

REMOVAL OF BOARD OF MANAGEMENT MEMBERS,

SUPERVISORY BOARD, GENERAL DIRECTOR (DIRECTOR)

Article 24. Documents and procedures for appointment and removal

1. For affiliated non-bank credit institutions:

Within fifteen working days from the date of passing the decision to remove or appoint positions of Chairman and other members of the Board of Management, Head and members of the Supervisory Board, General Director (Director) during the term or within the term of the Board of Management, Supervisory Board, and management personnel of the non-bank credit organization, the non-bank credit organization must complete and submit the documents to the State Bank. The documents include:

a. A proposal from the Chairman of the Board of Management (or authorized person) requesting the Governor of the State Bank to approve the appointment or removal of positions. The proposal must confirm that the person proposed for approval does not violate Article 3 of this Regulation and meets the current legal requirements for capacity, conditions, and standards;

b. Decision of the Chairman of the Corporation's Board of Management or Chairman of the Board of Management of the non-bank credit organization regarding the appointment or removal of positions of Board of Management members, Supervisory Board members, and General Director (Director) of the non-bank credit organization;

c. Minutes of the Board of Management meeting regarding the appointment or removal of positions of Board of Management members, Supervisory Board members, and General Director (Director);

d. Original curriculum vitae (original) of the person proposed for approval of the position of Board of Management member, Supervisory Board member, and General Director (Director) of the non-bank credit organization (attached model);

e. Certified copies of diplomas of the person proposed for approval of the position of Board of Management member, Supervisory Board member, and General Director (Director) of the non-bank credit organization;

g. Original resignation letter of the person currently holding one of the aforementioned positions (for removal cases);

h. Other relevant documents;

2. For non-bank credit institutions with foreign capital:

Within thirty days from the date of passing the decision to appoint or remove positions of Chairman and other members of the Board of Management, Head and members of the Supervisory Board, General Director (Director) during the term or within the term of the Board of Management, Supervisory Board, and management personnel of foreign-invested non-bank credit organizations, the non-bank credit organization must complete and submit the documents to the State Bank. The documents include:

a. A document from the Chairman of the Board of Management (or authorized person) requesting the Governor of the State Bank to approve the appointment or removal of positions. The proposal must confirm that the person proposed for approval does not violate Article 3 of this Regulation and meets the current legal requirements for capacity, conditions, and standards;

b. Decision of the Chairman of the Board of Management regarding the appointment or removal of positions of Board of Management members, Supervisory Board members, and General Director (Director) of the non-bank credit organization;

c. Nomination documents for positions of Board of Management members, Supervisory Board members, and General Director (Director) in foreign-invested non-bank credit organizations from capital contributors;

d. Minutes of the Board of Directors meeting regarding the appointment and removal of positions of Board members, supervisory board members, and General Director (Director). In cases where it is not possible to convene a Board of Directors meeting to decide on the appointment and removal of the aforementioned positions, Board members must provide a written statement clearly stating their opinions.

e. A true copy of the curriculum vitae of the person proposed for approval of the appointment to the position of Board member, supervisory board member, and General Director (Director).

g. A certified copy of the diploma of the person proposed for approval of the appointment to the position of Board member, supervisory board member, and General Director (Director).

h. The original resignation letter of the person currently holding one of the mentioned positions (for removal cases).

i. Other related documents.

Article 25. Approval by the State Bank

1. Within no more than 15 working days from the date of receiving all required documents according to current regulations, the State Bank will review and decide on approval or issue a document requesting the Non-Bank Financial Institution to supplement and explain further the application. If more than 45 days have passed since the State Bank issued a request for supplementation and further explanation of the application, and the Board of Directors of the Non-Bank Financial Institution has not completed the application as required, the State Bank will not consider the proposed position for approval.

2. Those who have been appointed to positions at Non-Bank Financial Institutions but have not received approval from the Governor of the State Bank due to non-compliance with current standards and conditions or timely supplementation and explanation of the application as prescribed, shall not continue to hold the appointed position.

3. In cases where there are insufficient positions of Board members, supervisory board members, and General Director (Director), the remaining Board members and supervisory board members of the Non-Bank Financial Institution must bear legal responsibility before the law and the State Bank for the management and operation of the Non-Bank Financial Institution; they must promptly proceed with the necessary procedures to remove and appoint the missing or insufficient positions in accordance with this Regulation and the Charter of the Non-Bank Financial Institution to be reviewed and decided by the State Bank.

Chapter VI:
IMPLEMENTING PROVISIONS

Article 26. Any amendments or supplements to the provisions of this Regulation shall be decided by the Governor of the State Bank.

 

The main contents of the brief curriculum vitae include:

1/ Personal information:

- Date of Birth Name:

- Full name commonly used:

- Alias:

- Place of origin:

- Original nationality:

- Current nationality:

- Permanent residence address according to household registration, address according to identity card, and current place of residence:

- Identity card number (or passport number for foreigners):

- Date and place of issuance of the identity card (or passport for foreigners):

(In case the individual is nominated as the representative managing the contributed capital of a corporate shareholder, the name and address of the corporate shareholder must be declared and supplemented)

* Personal work experience:

- Work history, profession, and previous positions held (from age 18 to present), briefly summarizing the main characteristics;

- Educational qualifications, professional training, foreign languages (specify course, duration of training);

- Awards:

- Disciplinary actions:

* Current positions held in other organizations, including economic organizations, social and political organizations, other financial institutions.

* Current positions held (if any) and positions proposed for election or appointment (awaiting approval by the Governor of the State Bank) at the Non-Bank Financial Institution.

2/ Family relations

- Family relationships: Father, mother, spouse, children, full siblings of Board members, supervisory board members, General Director (Director), must clearly state the full name, age, occupation, workplace of each person.

3/ Legal commitment:

- Commitment not to violate any of the provisions stipulated in Article 3 and Article 4 of the Regulation on the Organization and Operation of the Board of Directors, Supervisory Board, and General Director (Director) of Non-Bank Financial Institutions issued pursuant to Decision No. .../2003/QD-NHNN dated month year 2003 of the Governor of the State Bank, and other relevant current laws, and bear legal responsibility for this declaration.

4/ Signature (full name) of the declarant.

5/ Confirmation by the head of the authority.