Decree No. 59/2009/ND-CP on the organization and operation of commercial banks

 DECREE

ON THE ORGANIZATION AND OPERATIONS OF COMMERCIAL BANKS

THE GOVERNMENT

Pursuant to the Law on Government Organization dated December 25, 2001;
Pursuant to the Law on the State Bank of Vietnam No. 01/1997/QH10 dated December 12, 1997 and the Law Amending and Supplementing Certain Provisions of the Law on the State Bank of Vietnam No. 10/2003/QH11 dated June 17, 2003;
Pursuant to the Law on Credit Organizations No. 02/1997/QH10 dated December 12, 1997 and the Law Amending and Supplementing Certain Provisions of the Law on Credit Organizations No. 20/2004/QH11 dated June 15, 2004;
Pursuant to the Enterprise Law No. 60/2005/QH11 dated December 29, 2005;
Considering the proposal of the Governor of the State Bank of Vietnam,

DECREE:

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the organization and operations of commercial banks that have been granted a License for Establishment and Operation by the State Bank of Vietnam (hereinafter referred to as the State Bank).

Article 2. Applicability

1. Commercial banks include:

a) State-owned commercial banks;

b) Joint-stock commercial banks;

c) Joint venture commercial banks;

d) Commercial banks with 100% foreign capital.

(hereinafter collectively referred to as banks).

2. Subjects related to the organization and operations of banks.

Article 3. Use of the term "bank"

Non-credit organizations are not permitted to use the term "bank" in their organizational name, additional parts of the name, documents, notices, or advertisements if such usage may cause confusion among the public regarding the organization being a bank.

Article 4. Application of Legal Norms

1. In cases where international treaties to which Vietnam is a party contain provisions different from those concerning the organization and operations of commercial banks set forth in this Decree, the provisions of the international treaty shall apply.

2. For joint venture commercial banks and commercial banks with 100% foreign capital: the provisions of this Decree shall apply to matters not covered by Decree No. 22/2006/NĐ-CP dated February 28, 2006 of the Government on the organization and operations of foreign bank branches, joint venture banks, banks with 100% foreign capital, and representative offices of foreign credit institutions in Vietnam.

Article 5. Definitions

In this Decree, the following terms are understood as follows:

1. Commercial bankis a bank that carries out all banking activities and other related business activities for profit in accordance with the Law on Credit Organizations and other relevant laws.

2. State-owned commercial bankis a commercial bank in which the State owns more than 50% of the charter capital. State-owned commercial banks include state-owned commercial banks with 100% state ownership and joint-stock commercial banks with the State owning more than 50% of the charter capital.

3. Joint-stock commercial bankis a commercial bank organized in the form of a joint-stock company.

4. Commercial bank with 100% foreign capitalis a commercial bank established in Vietnam with 100% of its charter capital owned by foreign entities, including at least one foreign bank owning more than 50% of the charter capital (parent bank). A commercial bank with 100% foreign capital can be established as a limited liability company with one or more members or as a joint-stock company with two or more members, as a Vietnamese legal entity with its principal office in Vietnam.

5. Joint venture commercial bankis a commercial bank established in Vietnam through joint venture agreements between Vietnamese parties (one or more Vietnamese banks) and foreign parties (one or more foreign banks). Joint venture commercial banks are established as a limited liability company with two or more members, as a Vietnamese legal entity with its principal office in Vietnam.

6. Subsidiary of a commercial bankis an enterprise with legal personality and independent accounting using its own capital, which a commercial bank:

a) Owns more than 50% of the charter capital or the total number of issued ordinary shares of the company; or

b) Has the right directly or indirectly to appoint a majority or all members of the Board of Directors, General Manager, or Chief Executive Officer of the company; or

c) Has the right to decide on amendments and supplements to the Articles of Association of the company.

7. Bank managerincludes the General Director, Deputy General Directors, and other managerial positions prescribed by the Bank's Articles of Association.

8. Bank managementincludes the Chairman and members of the Board of Directors, General Manager, and other management positions prescribed by the Bank's Articles of Association.

9. Related personrefers to an organization or individual related to another organization or individual if they fall under any of the following circumstances:

a) Parent company with subsidiary and vice versa; bank with subsidiary of the bank and vice versa; companies with the same parent company; subsidiaries of the same bank;

b) Company with its management, supervisory board members, or individuals or organizations authorized to appoint these persons and vice versa;

c) Company with individuals holding 10% or more of the charter capital of the company and vice versa;

d) Individuals who are closely related to each other, including: spouse, parents, adopted parents, children, adopted children, siblings;

e) Company with individuals who are closely related (as defined in Point d Clause of this Article) to the company's management, supervisory board members, shareholders, or stockholders holding 10% or more of the charter capital of the company and vice versa;

f) Individuals authorized to represent those specified in Points a, b, c, d, and e of this Clause for the authorizing person.

10. Independent member of the Board of Directorsis a member of the Board of Directors meeting the standards and conditions prescribed in Article 22 of this Decree.

11. Significant shareholding interestis a shareholding interest representing 5% or more of the voting capital of the bank.

12. Restructuring of banksrefers to the division, separation, merger, consolidation, acquisition, and conversion of banks.

Article 6. Legal Representative.

1. The Chairman of the Board of Directors or the General Director shall be the legal representative of the bank, as specified in the Bank's Charter. The legal representative of the bank may delegate authority in writing to another person under the internal delegation mechanism established by the Bank's Board of Directors to perform their duties and powers. The delegation document must clearly state the scope of representation and the term of representation. The delegated representative may only conduct transactions within the scope of representation.

2. The legal representative of the bank must reside in Vietnam. In case they are absent from Vietnam, they must delegate authority in writing to another person residing in Vietnam, as provided for in Clause 1 of this Article, to perform their duties and powers.

Article 7. Delegation Mechanism and Internal Division of Responsibilities

The bank must establish a delegation mechanism and internal division of responsibilities among the Board of Directors, Supervisory Board, General Director, and supporting staff in accordance with the provisions of this Decree and other laws to ensure safe, effective, and smooth management and operation of the bank.

Article 8. Inspection and Audit of Banks

The bank is subject to inspection and audit by the State Bank of Vietnam in accordance with the law.

Chapter 2.

PROVISIONS ON THE ESTABLISHMENT OF BANKS

Article 9. Authority to Issue Licenses for Establishment and Operation

1. The State Bank of Vietnam is the competent authority to issue licenses for the establishment and operation of banks.

2. The State Bank of Vietnam has the right to refuse to issue a license for the establishment and operation of a bank if the organization or individual applying for the license does not meet the requirements stipulated in this Decree.

Article 10. Conditions for Issuance of License for Establishment and Operation

1. The conditions for issuance of a license for the establishment and operation of a bank shall be implemented in accordance with the provisions of Article 22 of the Law on Credit Organizations, specific provisions in this Decree, and guidelines issued by the State Bank of Vietnam.2. For joint venture commercial banks and wholly foreign-owned commercial banks: in addition to the aforementioned conditions, foreign banks must also meet the conditions set forth in Decree No. 22/2006/NĐ-CP dated February 28, 2006 of the Government regarding the organization and operation of foreign bank branches, joint venture banks, wholly foreign-owned banks, and representative offices of foreign credit organizations in Vietnam.

Article 11. Documents and Procedures for Application for License for Establishment and Operation

The documents and procedures for application for a license for the establishment and operation of a bank shall be carried out in accordance with the Law on Credit Organizations and guidelines issued by the State Bank of Vietnam.

Article 12. Other Provisions

Other provisions related to the issuance, use of licenses for the establishment and operation of banks, business registration, and conditions for conducting banking activities shall be implemented in accordance with Articles 24 to 28 of the Law on Credit Organizations and guidelines issued by the State Bank of Vietnam.

PROVISIONS ON BANK MANAGEMENT ORGANIZATIONPART 1. BANK ORGANIZATION

Chapter 3.

Article 13. Network Organizational Structure

1. The bank must have a main office. The organizational structure at the main office shall be determined by the bank itself.

2. The bank may open transaction offices, branches, representative offices, and establish affiliated non-profit entities and companies in accordance with the regulations of the State Bank of Vietnam and relevant current laws. The bank may establish affiliated companies to operate in the fields of finance, banking, insurance, asset management, disposal, and sale of assets during the process of handling collateral loans and assets entrusted by the State for debt recovery.

1. The bank must have a main office. The organizational structure at the main office shall be determined by the bank itself.

2. The bank may establish trading offices, branches, representative offices, non-business units, and subsidiaries in accordance with the regulations of the State Bank of Vietnam and other relevant laws currently in force. The bank may establish subsidiaries to operate in the fields of finance, banking, insurance, management, exploitation, and sale of assets during the process of handling collateral loans and assets entrusted by the State for debt recovery.

Article 14. Management Structure

1. The management structure of joint-stock commercial banks, joint-stock commercial banks with over 50% state-owned capital includes: Shareholders' Meeting, Board of Directors, Supervisory Board, General Director, and supporting staff.

2. The management structure of state-owned commercial banks with 100% state-owned capital, joint venture commercial banks, and wholly foreign-owned commercial banks includes: Board of Directors, Supervisory Board, General Director, and supporting staff.

Article 15. Reorganization of Banks

The reorganization of banks shall be carried out in accordance with the provisions of the law and must be approved in writing by the Governor of the State Bank.

Section 2. GENERAL PRINCIPLES ON MANAGEMENT, SUPERVISION, AND OPERATIONS

Article 16. Board of Directors and Composition of the Board of Directors

1. The Board of Directors is the governing body of the bank, having full authority to act on behalf of the bank to decide and implement the rights and obligations of the bank, except for matters within the purview of the Shareholders' Meeting (for joint-stock commercial banks) or the owner (for state-owned commercial banks and wholly foreign-owned commercial banks organized as a limited liability company with one member) or shareholders (for joint venture commercial banks and wholly foreign-owned commercial banks organized as a limited liability company with two or more members).

2. The Board of Directors must have at least three members and not more than eleven members, the specific number being stipulated in the Bank's Charter. At least half (one-half) of the total number of Board of Directors members must be non-executive directors and independent directors, including at least two independent directors. The Chairman of the Board of Directors may be an independent director.

3. An individual and persons related to that individual or those who are representatives of the contributed capital of an organization may not hold more than one-third (one-third) of the total number of Board of Directors members (this provision only applies to joint-stock commercial banks).

4. The number of Board of Directors members without a bachelor's degree shall not exceed one-fourth (one-quarter) of the total number of Board of Directors members.

5. The term of office of the Board of Directors is five years. The term of office of a Board of Directors member shall not exceed five years. A Board of Directors member may be re-elected or appointed again for unlimited terms. The term of office of a Board of Directors member appointed to replace a member who has lost their status automatically, been relieved of duty, or dismissed during the term shall be the remaining period of the term of the Board of Directors. The Board of Directors of the previous term continues to operate until the new term's Board of Directors takes over.

6. In case the number of Board of Directors members decreases by more than one-third (one-third) according to the Bank's Charter or does not meet the minimum number of members required by law, within sixty days from the date when the number falls below the required level, the bank must supplement the number of Board of Directors members as required.

7. The Board of Directors uses the bank's seal to perform its duties.

8. The Board of Directors is assisted by the Secretary of the Board of Directors. The functions and responsibilities of the Secretary of the Board of Directors are stipulated by the Board of Directors.

9. The Board of Directors must establish committees to carry out its duties and powers, among which there must be at least two committees: the Risk Management Committee and the Human Resources Committee.

Article 17. Supervisory Board and Composition of the Supervisory Board

1. The Supervisory Board is the oversight body for banking operations aimed at accurately assessing the business activities and financial status of the bank.

2. The Supervisory Board of a bank must have a minimum of three members, with the specific number determined by the Bank's Charter, of which at least half (one-half) of the total number of members must be full-time.

3. The Supervisory Board has an assisting department and may use the internal audit department of the bank to perform its tasks.

4. The term of office of the Supervisory Board is five years. The term of office of a member of the Supervisory Board shall not exceed five years. A member of the Supervisory Board may be re-elected for unlimited terms. The term of office of a member appointed to replace a member who has lost their qualifications automatically, been relieved of duty, or removed from office during the term shall be the remaining period of the term. The Supervisory Board of the previous term continues to operate until the new term's Supervisory Board takes over.

5. In cases where the number of members of the Supervisory Board decreases by more than one-third (one-third) according to the Bank's Charter or does not meet the minimum number of members stipulated by law, within sixty days from the date when the required number is not met, the bank must supplement the number of members of the Supervisory Board as prescribed.

Article 18. General Director and Supporting Machinery

1. The Board of Directors appoints one of its members as the General Director or hires a General Director. The General Director is responsible for managing the daily business operations of the bank, subject to supervision by the Board of Directors and the Supervisory Board, and is accountable to the Board of Directors and under the law for performing rights and duties in accordance with this Decree, other legal provisions, and the Bank's Charter.

2. The term of office of the General Director shall not exceed five years. The General Director may be reappointed for unlimited terms.

3. The Board of Directors specifies the structure, functions, and responsibilities of the supporting machinery for the General Director.

Article 19. Situations Where One Cannot Assume Certain Positions

1. The following individuals cannot serve as Chief Accountant, Branch Manager, Sub-Branch Manager, or Manager of a subsidiary company of the bank:

a) Minors; persons with limited civil capacity or those who have lost their civil capacity;

b) Persons currently being pursued for criminal responsibility or having a criminal record;

c) Persons previously convicted of offenses endangering national security, property offenses, or offenses from serious crimes upwards;

d) Civil servants as defined by laws on civil servants and business leaders or managers in state-owned enterprises with 100% state capital, except those appointed as representatives to manage the state's share in other enterprises;

đ) Officers, non-commissioned officers, professional soldiers, defense workers in agencies and units under the Vietnam People's Army; officers, non-commissioned officers in agencies and units under the Vietnam People's Public Security;

e) Parents, spouses, children, brothers, sisters, and half-siblings of Board of Directors members and General Directors cannot serve as Chief Accountants of the bank;

g) Other situations as specified in the Bank's Charter.

2. The following individuals cannot serve as members of the Board of Directors, Supervisory Board, General Director, or Deputy General Director of the bank:

a) Belonging to the category specified in Clause 1 of this Article;

b) Individuals who were once private enterprise owners, general partners of partnership companies, Directors (General Directors), Chairpersons, and members of the Board of Directors, Board of Members, or Supervisory Board of enterprises, or Managers and members of the Management Board of cooperatives at the time the enterprise or cooperative was declared bankrupt, except in cases where the enterprise or cooperative was declared bankrupt due to force majeure;

c) Legal representatives of enterprises at the time the enterprise was suspended from operations or forcibly dissolved due to serious violations of the law, except when appointed by competent state authorities to rectify and strengthen the enterprise;

d) Individuals who were previously suspended from the position of Chairman of the Board of Directors, Board of Directors member, Head of the Supervisory Board, Supervisory Board member, or General Director of the bank as stipulated in Article 25 of this Decree, or identified by state management agencies or legal bodies as having misconduct leading to the revocation of the bank's establishment and operation license;

đ) Parents, spouses, children, brothers, sisters, and half-siblings of Board of Directors members and General Directors cannot serve as members of the Supervisory Board of the bank.

Article 20. Situations where individuals cannot concurrently hold positions

1. Members of the Board of Directors of a bank:

a) Shall not concurrently be members of the Supervisory Board of that bank;

b) Shall not concurrently be managers of other credit institutions, except with the consent of the Board of Directors of which they are members or if the organization is a subsidiary of the bank;

c) The Chairman of the Board of Directors of the bank shall not concurrently be an executive of that bank; shall not concurrently be a member of the Board of Directors or an executive of another credit institution, except if the organization is a subsidiary of the bank.

2. Members of the Supervisory Board:

a) Shall not concurrently be members of the Board of Directors, executives, or employees of the bank or its subsidiaries;

b) Shall not concurrently be members of the Board of Directors or executives of a business where the member of the Supervisory Board of that business is concurrently a member of the Board of Directors or an executive at the bank;

c) The Head of the Supervisory Board shall not concurrently be a member of the Supervisory Board or an executive of another credit institution.

3. General Directors and Deputy General Directors shall not concurrently be executives or Chairmen of the Board of Directors of another credit institution, except if it is a subsidiary of the bank; shall not concurrently participate in management of another business.

Article 21. Standards and Conditions for Election and Appointment

1. Standards and conditions for members of the Board of Directors:

a) Not falling under the objects specified in Clause 2, Article 19 of this Decree;

b) Possessing professional ethics based on compliance with the provisions of Articles 27 and 28 of this Decree;

c) Understanding banking activities:

- Having a Bachelor's degree or higher in economics or law; or

- Having at least three years of experience managing a business operating in the financial banking, insurance, securities, accounting, or auditing sectors; or

- Being an individual shareholder owning at least 5% of the total number of ordinary shares with voting rights of the bank, and: holding a certificate confirming completion of a banking training program by an authorized agency or having at least one year of work experience in the banking sector;

d) For independent members of the Board of Directors: in addition to the standards set out in points a, b, and c of this clause, must ensure requirements regarding standards and independence as stipulated in Article 22 of this Decree.

2. Standards and conditions for members of the Supervisory Board:

a) Not falling under the objects specified in Clause 2, Article 19 of this Decree;

b) Possessing professional ethics based on compliance with the provisions of Articles 27 and 28 of this Decree;

c) Having a Bachelor's degree or higher in economics, law, or the specialized field they will be responsible for; having at least three years of direct work experience in the financial banking, accounting, or auditing sectors;

d) Not being related to bank managers;

đ) Residing in Vietnam during their term of office (for full-time members of the Supervisory Board).

3. Standards and conditions for General Directors:

a) Not falling under the objects specified in Clause 2, Article 19 of this Decree;

b) Possessing professional ethics based on compliance with the provisions of Articles 27 and 28 of this Decree;

c) Professional qualifications and experience:

- Having a Bachelor's degree or higher in finance and banking and at least three years of experience as a General Director (Director), Deputy General Director (Deputy Director), or Director of a subordinate unit (branch, trading office, subsidiary company) of a commercial bank; or

- Having a Bachelor's degree or higher in fields other than finance and banking and at least five years of experience as a General Director (Director), Deputy General Director (Deputy Director), or Director of a subordinate unit (branch, trading office, subsidiary company) of a commercial bank.

d) Residing in Vietnam during their term of office.

4. Standards and conditions for Deputy General Directors, Chief Accountants, Branch Managers, and Subsidiary Company Managers:

a) Not falling under the objects specified in Clause 1, Article 19 of this Decree; for Deputy General Directors, not falling under the objects specified in Clause 2, Article 19 of this Decree.

b) Professional qualifications and experience:

(i) Having a Bachelor's degree or higher in economics, law, or the specialized field they will be responsible for; or

(ii) Having a Bachelor's degree or higher in fields other than those mentioned above and at least three years of direct work experience in the financial banking sector or the specialized field they will be responsible for.

c) Residing in Vietnam during the term of office.

5. In addition to the conditions and standards stipulated in this Article, members of the Board of Directors, members of the Supervisory Board, General Directors, Deputy General Directors, and Chief Accountants of state-owned commercial banks must comply with current laws applicable to state-owned enterprises.

Article 22. Standards and Conditions for Independence of Independent Board Members

1. Not currently working for the bank or its subsidiaries, nor have worked for the bank or its subsidiaries at any time within the three consecutive years immediately preceding the date of application.

2. Not receiving salary or other remuneration from the bank except those stipulated according to the standards for board members.

3. The spouse, parent, adoptive parent, child, adoptive child, brother, sister, or half-sibling of such person does not fall into any of the following cases: owning five percent or more of the voting shares of a commercial joint-stock bank; being a manager or member of the Supervisory Board of the bank or its subsidiaries at the present time or at any time within the three consecutive years immediately preceding the date of application.

4. Not having been a manager or member of the Supervisory Board of the bank at any time within the five consecutive years immediately preceding the date of application; not directly or indirectly owning one percent or more of the voting shares of a commercial joint-stock bank.

5. Not jointly with a related party as defined in Clause 11, Article 5 of this Decree, owning five percent or more of the voting shares of a commercial joint-stock bank.

Article 23. Automatic Loss of Qualification

1. Circumstances leading to automatic loss of qualification as a Board Member, Supervisory Board Member, and General Director:

a) Losing civil capacity or death;

b) Violating the provisions of Clause 2, Article 19 of this Decree;

c) The legal entity status of the shareholder organization (for which such person is the representative of capital contribution) ceases;

d) The status of proxy representation ceases;

đ) Being ordered by a court to be expelled from the territory of the Socialist Republic of Vietnam;

e) The bank's license to operate is revoked;

g) The Governor's decision approving new term positions becomes effective;

h) The contract for hiring the General Director expires.

2. Within five working days from the date of identifying individuals who automatically lose their qualifications under points a, b, c, d, đ, and h of Clause 1 of this Article, the bank's Board of Directors must submit a report with supporting documentation to the State Bank of Vietnam and bear responsibility for the accuracy and truthfulness of the report before the law; simultaneously, they must carry out procedures to elect and appoint replacements for vacant positions in accordance with the law.

3. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of the bank, after being determined to have lost their automatic qualifications, still bear personal responsibility for decisions that violate the law and the bank's Charter or intentionally erroneous decisions made during their tenure.

4. Positions previously approved by the Governor of the State Bank of Vietnam of those who have lost their automatic qualifications under Clause 1 of this Article automatically become invalid.

Article 24. Removal and Resignation

1. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of the bank may be considered for removal or resignation in the following circumstances:

a) Civil capacity is limited;

b) Submitting a resignation letter (stating the reasons for resignation);

c) Failing to meet the independence requirements for independent Board Members;

d) Not participating in Board of Directors activities (for Board Members) for six consecutive months, except in cases of force majeure;

đ) Being identified by state management agencies as seriously violating the provisions of Articles 27 and 28 of this Decree;

e) When the competent authority finds it necessary upon review;

g) Other cases specified in the bank's Charter.

2. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of the bank, after being removed or resigned, still bear personal responsibility for decisions that violate the law and the bank's Charter or intentionally erroneous decisions made during their tenure.

3. Positions previously approved by the Governor of the State Bank of Vietnam become automatically invalid when removed or resigned according to the decision of the bank's competent authority.

4. Within five working days from the date of passing the decision on removal or resignation for the subjects specified in Clause 1 of this Article, the bank's Board of Directors must submit a notification with supporting documentation to the State Bank of Vietnam and bear responsibility for the accuracy and truthfulness of the report before the law; simultaneously, they must carry out procedures to elect and appoint replacements for vacant positions in accordance with the law.

Article 25. Suspension, Temporary Suspension

1. In cases where a bank is placed under special supervision, the Special Supervisory Board established by the State Bank shall have the right to suspend or temporarily suspend the performance of duties and powers of the Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director if it deems necessary.

2. In cases where the Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of the bank violate the provisions of Article 20 of this Decree, laws, and the Charter of the bank during the performance of their assigned duties and powers, the State Bank shall have the right to suspend or temporarily suspend the performance of duties and powers of these violators if it deems necessary.

3. The Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of the bank may be suspended or temporarily suspended from performing their duties and powers according to the decision of the law enforcement agency.

4. Persons who are suspended or temporarily suspended from performing their duties and powers pursuant to this Article must bear the responsibility to participate in resolving existing issues and violations related to their personal responsibilities when requested by the Board of Directors and the Supervisory Board of the bank or the Special Supervisory Board or competent state agencies.

Article 26. Requirements for Approval of Election and Appointment

1. The election and appointment of the Chairman and members of the Board of Directors, the Head and members of the Supervisory Board, and the General Director of the bank must be approved by the Governor of the State Bank (except in cases appointed by the Prime Minister). The State Bank shall stipulate procedures and documents for requesting approval of the election and appointment of these positions.

2. The bank shall establish and be responsible for the appointment, dismissal, and removal of the positions specified in Clause 4 of Article 21 of this Decree and notify the State Bank of the list of persons appointed along with their curriculum vitae.

Article 27. Disclosure of Related Interests

The disclosure of related interests shall be carried out in accordance with the provisions ofArticle 118 of the Enterprise Law.

Article 28. Obligations of Members of the Board of Directors, Members of the Supervisory Board, Executives, Branch Managers, Trading Department Managers, Subsidiary Company Managers, and Non-Profit Unit Managers

1. To perform the rights and duties assigned in accordance with the provisions of laws, the bank's charter, decisions of the Shareholders' Meeting or the owner or shareholders of the bank.

2. To perform the rights and duties assigned in a truthful, careful, and best manner for the benefit of the bank.

3. To be loyal to the interests of the bank; not to use information, trade secrets, business opportunities of the bank, abuse position, office, and assets of the bank to gain personal benefits or serve the interests of other organizations or individuals or harm the interests of the bank.

4. To promptly, fully, and accurately inform the bank about potential conflicts of interest they may have at economic organizations, transactions, or other individuals and only use such opportunities when the Board of Directors has reviewed and approved.

5. Not to engage in illegal competition with the bank or facilitate third parties to harm the interests of the bank.

6. Not to facilitate themselves or related individuals specified in Clause 10 of Article 5 of this Decree to borrow funds from the bank under more favorable conditions than those generally prescribed by law and the bank.

7. Not to increase salaries, remuneration, or bonuses when the bank incurs losses.

8. Other obligations as stipulated in the bank's charter.

Article 29. Remuneration, Salary, and Other Benefits for Members of the Board of Directors, Members of the Supervisory Board, and General Director.

The remuneration, salary, and other benefits for members of the Board of Directors, members of the Supervisory Board, and the General Director shall be reviewed and decided by the Shareholders' Meeting (for joint-stock commercial banks), the owner (for commercial banks organized as a limited liability company with one member), or the Board of Directors (for commercial banks organized as a limited liability company with two or more members) based on provisions set forth inArticle 117, Article 125 of the Enterprise Law.

SECTION 3. JOINT-STOCK COMMERCIAL BANKS

Article 30. Types of Shares and Shareholders

1. Implemented according to the provisions of theClauses 1, 3, 5, 6 of Article 78 of the Enterprise Law.

2. Joint-stock commercial banks may have preferential shares. Holders of preferential shares are called preferential shareholders. Preferential shares include the following types:

a) Voting preferential shares;

b) Dividend preferential shares;

c) Other types of preferential shares prescribed in the Articles of Association of the bank, except those that lead to a reduction in the charter capital of the bank.

3. Voting preferential shares shall be implemented according to the provisions ofClause 1 of Article 81 of the Enterprise Law.

4. Dividend preferential shares:

a) Dividend preferential shares are shares entitled to dividends at a higher rate than ordinary shares or a stable annual rate. Dividends include fixed dividends and bonus dividends. Fixed dividends are not dependent on the bank's business results and are only paid when the bank makes a profit. In cases where the bank incurs losses, the fixed dividends payable to dividend preferential shareholders will be carried over to subsequent years. The specific level of fixed dividends and the method of determining bonus dividends shall be decided by the Shareholders' Meeting and recorded on the share certificates of dividend preferential shares;

b) The total par value of dividend preferential shares shall not exceed 20% of the bank's charter capital;

c) Members of the Board of Directors, members of the Supervisory Board, the General Director, and other management positions within the bank are not allowed to purchase dividend preferential shares issued by the same bank. The persons eligible to purchase dividend preferential shares are determined by the Articles of Association of the bank or by the Shareholders' Meeting.

5. The bank must have a minimum of 100 shareholders without any upper limit.

6. The shares of founding shareholders shall be implemented according to the regulations of the State Bank regarding the establishment of joint-stock commercial banks.

Article 31. Rights of Shareholders

1. Ordinary shareholders have the following rights:

a) The rights stipulated in thePoints a, b, c, d, e, g of Clause 1 of Article 79 of the Enterprise Law;

b) To transfer shares or sell shares back to the bank in accordance with this Decree and the Articles of Association of the bank;

c) To authorize another person in writing to exercise their rights and obligations; the authorized person may further authorize another person in writing if agreed upon by the shareholder;

d) An ordinary shareholder or group of shareholders holding more than 10% of the total number of ordinary shares continuously for at least six months or another ratio as prescribed in the Articles of Association of the bank shall have the rights stipulated inClauses 2, 3 of Article 79 of the Enterprise Law;

d) The nomination of candidates for the Board of Directors and the Supervisory Board shall be conducted in accordance with the provisions ofClause 4 of Article 79 of the Enterprise Law but the list of candidates must be submitted to the Board of Directors within the time frame specified by the Board of Directors.

2. Voting preferential shareholders have the rights stipulated inClause 2 of Article 81 of the Enterprise Law.

3. Dividend preferential shareholders have the rights stipulated inClause 2 of Article 82 of the Enterprise Law.

Article 32. Obligations of Shareholders

1. Shareholders of a bank must fulfill the following obligations:

a) Pay the full amount of shares committed to purchase within the time limit set by the bank; be responsible for the debts and other property liabilities of the bank within the scope of the capital contributed to the bank;

b) Not withdraw the contributed share capital from the bank in any form that leads to a reduction in the charter capital of the bank, except in cases where the bank or another party purchases back the shares in accordance with this Decree. In case a shareholder withdraws part or all of the contributed share capital contrary to the provisions of this clause, members of the Board of Directors and the legal representative of the bank shall jointly bear responsibility for the debts and other property liabilities of the bank within the value of the withdrawn shares;

c) Be liable under the law for the legality of the source of funds used to purchase shares at the bank;

d) Other obligations as prescribed in Clauses 2, 3, 4, and 5 of Article 80 of the Enterprise Law.Clause 2, 3, 4, 5 of Article 80 of the Enterprise Law.

2. Shareholders who act as trustees for investment on behalf of other organizations or individuals must provide information about the actual owner of the shares they hold; if they fail to provide such information to the bank, and the bank discovers the actual owner, the bank has the right to suspend the shareholder rights related to the shares whose actual owners have not been disclosed.

Article 33. Register of Shareholders and Establishment of Shareholder Lists

1. Matters related to the Register of Shareholders shall be implemented in accordance with the provisions of Article 86 of the Enterprise Law.

2. Establishment of shareholder lists:

a) The bank shall specify the date for establishing the list of shareholders entitled to exercise shareholder rights and ensure that shareholders have sufficient time to register changes regarding themselves and the number of shares they own with the bank before the specified date;

b) Transactions involving the transfer of shares occurring between the date of closing the shareholder list and the date when shareholder rights are exercised shall be considered as transactions by the transferring shareholder.

Article 34. Proportion of Share Ownership

1. An individual shareholder may own up to 10% of the charter capital of a bank.

2. An organizational shareholder may own up to 20% of the charter capital of a bank.

3. A shareholder and related parties of that shareholder may own up to 20% of the charter capital of a bank.

4. In special cases, the Prime Minister, based on the proposal of the State Bank of Vietnam, decides the level of share ownership exceeding the ratio prescribed in Clauses 2 and 3 of this Article, taking into account national interests.

5. The proportion of foreign investor share ownership shall be implemented in accordance with the provisions of Article 4 of Decree No. 69/2007/NĐ-CP dated April 20, 2007 of the Government on foreign investors purchasing shares of Vietnamese commercial banks.Article 4 of Decree No. 69/2007/NĐ-CP dated April 20, 2007 of the Government on foreign investors purchasing shares of Vietnamese commercial banks.

6. In cases where organizations or individuals hold convertible bonds, after converting the bonds into shares, they must comply with the share ownership limits stipulated herein.

Article 35. Shares

1. Matters related to shares shall be implemented in accordance with the provisions of Article 85 of the Enterprise Law.Article 85 of the Enterprise Law.

2. Shares of a bank shall not be used as collateral at the same bank issuing those shares.

3. Within thirty days from the date of opening operations (for newly established banks) or from the date the bank registers with the business registration authority regarding the new charter capital (for operating banks), the bank must issue new shares to shareholders in cases where shares were issued in certificate form.

Article 36. Issuance and Transfer of Shares

1. The issuance and transfer of shares shall be carried out in accordance with the provisions of Clauses 1, 2, 3, 4, and 6 of Article 87 of the Enterprise Law.2. The bank shall stipulate the procedures and formalities for transferring shares in compliance with the laws. The transfer of shares shall be conducted in writing in the usual manner or by delivering share certificates. The transfer documents must be signed by both the transferring party and the receiving party or their authorized representatives. The transferring party remains the owner of the relevant shares until the name of the transferee is registered in the shareholders' register. In cases where only a portion of the shares recorded on a named share certificate is transferred, the old share certificate will be canceled, and a new share certificate will be issued reflecting the number of shares transferred and the remaining shares.

3. The following transfers of shares must be approved in writing by the Governor of the State Bank before the transfer takes place:

a) Transactions involving significant shareholdings;

b) Transactions leading to a shareholder holding a significant shareholding becoming a non-significant shareholder and vice versa.

4. Individual shareholders and corporate shareholders whose capital contributors are members of the Board of Directors, members of the Supervisory Board, or General Managers during their tenure and within one year thereafter, must retain at least 50% of the total shares they own at the time of being elected by the Shareholders' Meeting or appointed by the Board of Directors. They must also submit a written report to the State Bank at least 15 working days prior to the transfer of permitted shares.

5. During the period of handling consequences pursuant to resolutions of the Shareholders' Meeting due to individual responsibility, members of the Board of Directors, members of the Supervisory Board, and General Managers may not transfer shares, except in cases where these members:

a) Are the authorized representatives of organizational shareholders undergoing merger, consolidation, division, dissolution, or bankruptcy as prescribed by law;

b) Are compelled to transfer shares according to a court decision.

6. The transfer of shares of listed banks shall be carried out in accordance with the laws governing securities and the securities market.

7. The transfer of shares of shareholders participating in the establishment of a bank shall be conducted in accordance with the regulations of the State Bank.

Article 37. Issuance of Bonds

In addition to complying with the provisions of Article 88 of the Enterprise Law, the issuance of bonds, convertible bonds, and other types of bonds by banks must comply with the following requirements:

1. Compliance with the provisions of the Law on Credit Organizations and guidance provided in related legal documents.

2. For convertible bonds:

a) Convertible bonds are a type of bond that can be converted into ordinary shares of the issuing bank under conditions specified in the issuance plan;

b) The issuance of convertible bonds by a bank must be approved by the Shareholders' Meeting and obtained written approval from the Governor of the State Bank;

c) The bank must specify in detail the issuance method, issuance date, conversion period for bonds, conversion ratio, stock price fluctuation range, purpose of using proceeds from the issuance of convertible bonds, rights and obligations of holders of convertible bonds as prescribed by law. These information must be disclosed at the time of issuance of convertible bonds;

d) Procedures and documents for applying to issue convertible bonds shall be carried out in accordance with the regulations of the State Bank and other current laws and regulations related thereto.

d) Procedures and documents for issuing convertible bonds shall be carried out in accordance with the regulations of the State Bank of Vietnam and other relevant laws currently in force.

Article 38. Dividend Payment

1. The payment of dividends by banks shall be carried out in accordance with the provisions of Article 93 of the Enterprise Law.Article 93 of the Enterprise Law.

2. Banks shall not pay interest or any other amount having the nature of interest for dividends, except in cases where dividends are paid into shareholders' deposit accounts at the bank.

Article 39. Purchase of Shares and Bonds

Bank shares and bonds must be purchased in Vietnamese dong and must be fully settled in one transaction.

Article 40. Repurchase of Shares at Shareholders' Request or by Bank Decision

1. The repurchase of shares at shareholders' request or by bank decision shall be carried out in accordance with the provisions of Articles 90 and 91 of the Enterprise Law and the securities law.2. Conditions for settlement and handling of repurchased shares shall be implemented in accordance with Clause 2 and Clause 3 of Article 92 of the Enterprise Law. A bank may only settle repurchased shares to shareholders if, immediately after settling all repurchased shares, the bank still ensures sufficient funds to meet its debts and other financial obligations, maintains safety ratios in banking operations, and does not reduce its charter capital below the statutory minimum level, and meets other conditions specified by the State Bank. If the bank's own share repurchase leads to a reduction in charter capital, such repurchase must be approved in writing by the State Bank before implementation.

Article 41. General Meeting of Shareholders1. Matters related to the General Meeting of Shareholders shall be carried out in accordance with Clause 1 and Clause 3 of Article 96 of the Enterprise Law.

2. The General Meeting of Shareholders has the following rights and duties:

a) Approving the development direction of the bank.b) Deciding on amendments and supplements to the bank's Charter.

c) Approving internal regulations regarding organizational activities, functions, responsibilities, and authorities of the Board of Directors and the Supervisory Board.

d) Electing, dismissing, and removing members of the Board of Directors and the Supervisory Board in accordance with the conditions and standards stipulated in this Decree.

đ) Deciding on the total remuneration, bonuses, and other benefits annually for the Board of Directors and the Supervisory Board, and the operating budget of the Board of Directors and the Supervisory Board.

e) Reviewing and handling violations by the Board of Directors and the Supervisory Board that cause losses to the bank and its shareholders.

g) Approving plans to change the charter capital level; deciding on the types of shares and the total number of each type of shares authorized for sale.

h) Deciding on the repurchase of sold shares in accordance with this Decree.

i) Approving plans for issuing convertible bonds.

k) Approving annual financial reports; profit distribution plans.

l) Approving reports from the Board of Directors and the Supervisory Board on the performance of assigned tasks and powers.

m) Deciding on transactions with contracts outside the scope and objects prohibited or restricted under the Law on Credit Organizations, the Law Amending and Supplementing Certain Provisions of the Law on Credit Organizations, and guiding documents for these Laws involving members of the Board of Directors, members of the Supervisory Board, General Directors, significant shareholders, and their related parties with a value exceeding 20% of the bank's own capital or another ratio lower than that specified in the bank's Charter. In such cases, related shareholders shall not have voting rights. Contracts or transactions shall be approved when at least 65% of the remaining voting representatives agree.

n) Deciding on the establishment of affiliated companies.

o) Deciding on restructuring, dissolution, or bankruptcy of the bank.

p) Other rights and duties as stipulated in the bank's Charter.

3. The annual General Meeting of Shareholders shall discuss and approve at least the issues specified in point k and point 1 of Clause 2 of this Article, and other issues within its authority as stipulated in the bank's Charter.

o) Decision to reorganize, dissolve, or declare bankruptcy of the bank;

p) Other rights and duties as stipulated in the Charter of the bank.

3. The annual general meeting of shareholders shall discuss and approve at least the issues specified in point k and point 1, Clause 2 of this Article and other issues within their authority as stipulated in the Charter of the bank.

Article 42. Shareholders' Meeting

1. Authority to convene the Shareholders' Meeting: carried out in accordance with the provisions of Article 97 of the Enterprise Law. Additionally, the Board of Directors must convene an extraordinary Shareholders' Meeting upon request from the State Bank.2. The list of shareholders entitled to attend the Shareholders' Meeting shall be implemented in accordance with the provisions of Article 98 of the Enterprise Law.

3. The program and content of the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 99 of the Enterprise Law.4. Inviting the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 100 of the Enterprise Law.

5. The right to attend the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 101 of the Enterprise Law.6. Conditions for conducting the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 102 of the Enterprise Law.

7. The format for conducting the meeting and voting at the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 103 of the Enterprise Law.Article 43. Approval of Decisions by the Shareholders' Meeting

1. The approval of decisions by the Shareholders' Meeting shall be carried out in accordance with the provisions of Clause 1, Clause 4, and Clause 6 of Article 104 of the Enterprise Law.2. Decisions of the Shareholders' Meeting on issues specified in Points a, b, d, e, g, i, k, l, m, o of Clause 2 of Article 41 of this Decree must be approved through a voting procedure at the Shareholders' Meeting.

3. Decisions of the Shareholders' Meeting approved at the meeting shall ensure the following conditions:a) The conditions specified in Point a and Point c of Clause 3 of Article 104 of the Enterprise Law;

b) Approved by shareholders representing at least 75% of the total number of voting shares of all attending shareholders, the specific ratio being stipulated in the Bank's Charter, for the following matters:- Decisions regarding the type of share and the total number of each type of share that may be offered for sale;

- Decisions to amend or supplement the Bank's Charter;

- Decisions concerning the restructuring or dissolution of the bank;- Decisions regarding the discount rate or specific discount rate in cases where shares are sold to brokers or guarantors.

4. The authority and procedures for soliciting shareholder opinions in writing to approve decisions of the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 105 of the Enterprise Law. In cases where decisions are approved through a written opinion solicitation process, the decisions of the Shareholders' Meeting shall be approved if they are approved by shareholders representing at least 75% of the total number of voting shares, the specific ratio being stipulated in the Bank's Charter.

Article 44. Minutes of the Shareholders' Meeting

1. Matters related to the minutes of the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 106 of the Enterprise Law.2. Within fifteen days from the date of the conclusion of the meeting, all decisions approved by the Shareholders' Meeting must be sent to the State Bank branch in the province or city where the bank's headquarters is located.

Article 45. Request to Invalidate Decisions of the Shareholders' Meeting

The request to invalidate decisions of the Shareholders' Meeting shall be carried out in accordance with the provisions of Article 107 of the Enterprise Law.

Article 46. Duties and Powers of the Board of Directors

1. Shall be responsible before the law and before the Shareholders' Meeting for performing the assigned duties and powers.

2. Decide on the strategy, medium-term development plans, and annual business plans of the bank.

3. Decide on the organizational structure of the headquarters, internal audit department, trading office, branches, subsidiaries, representative offices, and affiliated units.4. Decide on the establishment of trading offices, branches, representative offices, and affiliated units.

5. Appoint, dismiss, remove, discipline, suspend, and determine salary levels and other benefits for positions such as General Manager, Deputy General Manager, Chief Accountant, Secretary of the Board of Directors, positions within the internal audit department, Trading Office Director, Branch Director, Subsidiary Director, Affiliated Unit Director, Representative Office Head, and other positions within the Board of Directors' jurisdiction based on internal regulations issued by the Board of Directors.

6. Approve capital contribution and share purchase plans for other enterprises and credit organizations.7. Nominate representatives of the bank's capital contributions in other enterprises and credit organizations.

8. Decide on loans and guarantees exceeding 10% of the bank's own capital, subject to compliance with regulations on safety in banking operations, except for transactions within the authority of the Shareholders' Meeting as specified in Point m of Clause 2 of Article 41 of this Decree.

9. Decide on contracts with members of the Board of Directors, Supervisory Board members, General Manager, major shareholders, and their related parties, with values equal to or less than 20% of the bank's own capital or a specific lower ratio stipulated in the Bank's Charter. In this case, related party members have no voting rights.

10. Decide on the selection of independent auditors.11. Be responsible for issues related to the internal audit department, internal inspection, and control systems according to the regulations of the State Bank.

12. Monitor, supervise, and direct the General Manager in the performance of assigned tasks; conduct an annual evaluation of the General Manager's work effectiveness.

13. Issue internal regulations related to the organization, governance, and operation of the bank in accordance with laws and this Decree, except for matters within the authority of the Supervisory Board or the Shareholders' Meeting.

14. Decide on risk management policies and oversee the implementation of preventive measures against risks by the bank.

15. Examine, approve, and publish the annual report and financial statements of the bank in accordance with the law.

16. Select professional valuation organizations to value assets that are not Vietnamese currency, freely convertible foreign currencies, or gold in accordance with the law.

5. Appoint, dismiss, remove, discipline, suspend, and determine salary and other benefits for the positions of General Director, Deputy General Director, Chief Accountant, Secretary of the Board of Directors, internal audit department positions, Trading Office Director, branch director, subsidiary company director, non-business unit director, Representative Office Director, and other positions within the authority of the Board of Directors based on internal regulations issued by the Board of Directors.

6. Approve plans for capital contribution and purchase of shares in other enterprises and credit institutions.

7. Nominate representatives of the bank's capital contributions in other enterprises and credit institutions.

8. Decide on loans and guarantees exceeding 10% of the bank's own capital based on ensuring regulations on safety in banking operations, except transactions within the authority of the annual general meeting of shareholders as stipulated in point m, Clause 2 of Article 41 of this Decree.

9. Decide on bank transaction contracts not falling within the scope or subject matter prohibited or restricted by the Law on Credit Institutions, the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions, and guiding documents under these Laws with members of the Board of Directors, members of the Supervisory Board, General Director, major shareholders, and related parties having a value equal to or less than 20% of the bank's own capital or a specific ratio lower as prescribed by the Charter. In such cases, related members shall not have voting rights.

10. Decide on the selection of independent auditing organizations.

11. Be responsible for matters related to the internal audit department, internal inspection, and control systems according to the regulations of the State Bank of Vietnam.

12. Supervise, direct the General Director in performing assigned tasks; evaluate the annual performance of the General Director.

13. Issue internal regulations related to the organization, governance, and operation of the bank in compliance with laws and this Decree, except for issues within the authority of the Supervisory Board or the Annual General Meeting of Shareholders.

14. Decide on risk management policies and supervise the implementation of preventive risk measures by the bank.

15. Examine, approve, and publish the annual report and financial statements of the bank in accordance with the law.

16. Select professional valuation organizations to value assets that are not Vietnamese currency, freely convertible foreign currencies, or gold according to the law.

17. Submit to the Governor of the State Bank for approval or endorsement on matters as prescribed by law.

18. Propose restructuring, dissolution, or bankruptcy of the bank.

19. Decide on the issuance of new shares within the scope of the number of shares authorized for issuance of each type.

20. Determine the price for issuing shares and convertible bonds of the bank.

21. Decide on the repurchase of bank shares as stipulated in this Decree.

22. Report the annual financial settlement report to the Shareholders' Meeting.

23. Propose profit distribution schemes, dividend payout levels; decide on the deadline and procedures for dividend payment or handling losses arising during the business process.

24. Prepare contents and materials related to submitting to the Shareholders' Meeting for decision-making on matters within the authority of the Shareholders' Meeting, except for those contents falling under the functions and responsibilities of the Supervisory Board.

25. Approve the program, content, and materials serving the Shareholders' Meeting; convene the Shareholders' Meeting or seek shareholders' opinions in writing to approve decisions.

26. Organize the implementation, inspection, and supervision of the execution of resolutions and decisions of the Shareholders' Meeting or the Board of Directors.

27. Other tasks and authorities as prescribed by the Bank's Charter.

Article 47. Tasks and Authorities of the Chairman of the Board of Directors

1. The tasks and authorities specified in Clause 2, Clause 3, Article 111 of the Enterprise Law.Clause 2, Clause 3 of Article 111 of the Enterprise Law.

2. Ensure that Board of Directors members receive full, objective, accurate, and sufficient time to discuss issues that the Board of Directors must consider.

3. Assign tasks to Board of Directors members. The specific task assignment content must be in writing and signed by the Chairman of the Board of Directors.

4. Supervise Board of Directors members in performing assigned tasks and common duties.

5. Evaluate the performance of each member and committees of the Board of Directors at least once a year and report to the Shareholders' Meeting on the evaluation results.

Article 48. Tasks and Authorities of Board of Directors Members

1. Manage the bank together with other Board of Directors members in accordance with the law and the Bank's Charter.

2. Perform the tasks and authorities of a Board of Directors member according to the internal regulations of the Board of Directors and the assignment of the Chairman of the Board of Directors in good faith for the benefit of the bank.

3. Study financial reports prepared by independent auditors, provide comments or request management, operating personnel, independent auditors, and internal auditors to explain issues related to the report.

4. Elect, appoint, and dismiss the Chairman of the Board of Directors.

5. Request the Chairman of the Board of Directors to convene an extraordinary meeting of the Board of Directors as prescribed in this Decree.

6. Request to convene an extraordinary meeting of the Shareholders' Meeting as prescribed in this Decree.

7. Attend meetings of the Board of Directors, discuss and vote on all issues within the tasks and authorities of the Board of Directors as prescribed in this Decree, except when abstaining due to conflict of interest. Be personally responsible before the law, the Shareholders' Meeting, and the Board of Directors for their decisions.

8. Implement decisions of the Shareholders' Meeting and resolutions of the Board of Directors.

9. Have the responsibility to explain to the Shareholders' Meeting and the Board of Directors about the performance of assigned tasks when requested.

10. Other tasks and authorities as prescribed by the Bank's Charter.

Article 49. Meeting of the Board of Directors

1. Matters related to the meeting of the Board of Directors shall be implemented in accordance with Clauses 1, 2, 3, 4, 6, and 7 of Article 112 of the Enterprise Law.Clause 1, Clause 2, Clause 3, Clause 4, Clause 6, Clause 7 of Article 112 of the Enterprise Law.

2. The Chairman or a member of the Board of Directors authorized by the Chairman must convene a meeting of the Board of Directors within fifteen days from the date of receiving one of the requests as prescribed in this Decree. In case the Chairman or the person authorized does not convene a meeting of the Board of Directors upon request, they shall bear responsibility for any losses incurred by the bank, except in cases where it is impossible to convene a meeting due to force majeure; in such cases, the person requesting the meeting of the Board of Directors has the right to convene the meeting, and the members of the Board of Directors attending the meeting shall vote to elect the chairperson of the meeting.

3. The bank shall stipulate in the internal regulations of the Board of Directors the cases of emergency meetings, notification deadlines, and methods of inviting the Board of Directors to attend emergency meetings.

3. The bank shall stipulate in the Internal Regulations of the Board of Directors the urgent meeting situations, notification deadlines, and methods of notifying the call for a meeting of the Board of Directors in urgent situations.

5. A member of the Board of Directors may authorize another person who is not a member of the Board of Directors to attend meetings if approved by the majority of Board of Directors members. In such cases, the authorized person shall not have voting rights.

4. A meeting of the Board of Directors shall be held when at least three-quarters (three-fourths) of the total number of members attend. In case of non-attendance, a member of the Board of Directors may authorize another member of the Board of Directors to vote or submit a written voting opinion. In the case of written voting, the voting ballot must be enclosed in a sealed envelope and must be delivered to the chairperson of the meeting of the Board of Directors at least one hour before the opening time. The voting ballot shall only be opened in the presence of all directly attending members.

Article 50. Minutes of the Board of Directors' Meetings

5. A member of the Board of Directors may authorize a non-member to attend the meeting if approved by the majority of the Board of Directors. In this case, the authorized attendee shall not have the right to vote.Clause 1, Clause 2 of Article 113 of the Enterprise Law.

6. A decision of the Board of Directors shall be passed if it receives the approval of the majority of votes, including both written ballots and proxy votes; in case of an equal number of votes, the final decision shall belong to the side with the opinion of the chairperson of the meeting.

3. The minutes of the Board of Directors' meeting must be recorded in Vietnamese and may also be recorded in a foreign language, and both versions have equal legal validity. If there are discrepancies between the two versions, they shall be interpreted according to the version recorded in Vietnamese.

Article 50. Minutes of the Meeting of the Board of Directors

1. Matters related to the minutes of the meeting of the Board of Directors shall be implemented in accordance with Clauses 1 and 2 of Article 113 of the Enterprise Law.

2. The Secretary of the Board of Directors prepares ballots for opinions, necessary documents related to the content seeking opinions. Ballots and accompanying documents must be sent to each Board of Directors member's contact address through a secure method.

2. If a directly attending member does not sign the minutes, the reason must be clearly stated; if the reason is not clearly stated, the voting opinion of that member on the matters discussed at the meeting shall be deemed invalid.

a) Name, main office address, number and date of issuance of the license for establishment and operation, business registration certificate of the bank;

3. The minutes of the meeting of the Board of Directors must be recorded in Vietnamese and may also be recorded in a foreign language, and both versions have equal legal value. In case there are discrepancies in the contents of these two versions, they shall be interpreted according to the version recorded in Vietnamese.

c) Name and contact address of the Board of Directors member;

Article 51. Authority and Method of Taking Opinions of Board of Directors Members in Writing

1. The Chairman of the Board of Directors decides on taking opinions of Board of Directors members in writing.

e) Deadline for returning the opinion ballot to the bank;

2. The Secretary of the Board of Directors prepares the opinion solicitation form, and necessary documents related to the content of the opinion solicitation. The opinion solicitation form and accompanying documents must be sent to the contact address of each Board of Directors member through a secure method.

4. The returned opinion ballot must bear the signature of the Board of Directors member and be submitted to the bank in accordance with the bank's regulations.

3. The opinion solicitation form must include the following main contents:

a) Name, main office address, number and date of issuance of the license for establishment and operation, business registration certificate of the bank;

a) Name, headquarters address, license number and issuance date, business registration certificate number of the bank;

b) Purpose of soliciting opinions;

c) Name and contact address of the Board of Directors member;

d) Issues requiring opinions;

đ) Voting options, including: agree, disagree, and abstain;

e) Deadline for returning the completed opinion solicitation form to the bank;

g) Name and signature of the Chairman of the Board of Directors.

9. Decisions made through written opinion ballots from Board of Directors members shall have the same effect as decisions made at Board of Directors meetings.

Article 52. Duties and Powers of the Supervisory Board

1. Monitor compliance with laws and the Bank's Charter in bank governance and management; be responsible before the law and the Shareholders' Meeting for performing assigned duties and powers.

2. Issue internal regulations of the Supervisory Board. Annually review the internal regulations of the Supervisory Board, important accounting policies, and reporting.

3. Be responsible for issues related to the internal audit department, internal inspection, and control system as prescribed by the State Bank. Have the right to use independent consultants and access to sufficient, accurate, and timely information and documents related to bank management and operations to perform assigned tasks.

4. Examine the bank's semi-annual and annual financial reports, including those audited by independent auditing organizations. Report to the Shareholders' Meeting on the results of annual financial report examination, assessing the reasonableness, legality, truthfulness, and prudence in accounting, statistics, and financial reporting work. The Supervisory Board may seek the Council of Management's opinion before presenting the report and recommendations to the Shareholders' Meeting.

5. Review accounting books, other documents, and management and operation activities of the bank when necessary or as decided by the Shareholders' Meeting or upon request from shareholders or major shareholder groups as stipulated in point d, Clause 1, Article 31 of this Decree. The Supervisory Board must implement inspections within seven working days from receiving the request. Within fifteen days from the end of the inspection, the Supervisory Board must report and explain the inspected issues to the Council of Management and requesting shareholders or shareholder groups. Inspections under this clause shall not obstruct or disrupt normal business management and operations.

6. Promptly notify the Council of Management upon discovering violations by bank managers as prescribed in this Decree, the Bank's Charter, and relevant current laws, while requiring violators to cease such actions and take corrective measures (if applicable). Maintain and update a list of individuals associated with Council of Management members, Supervisory Board members, General Directors, and founding shareholders, significant shareholders of the bank.

7. Propose the Council of Management to convene extraordinary meetings or propose the Council of Management to call extraordinary Shareholders' Meetings according to this Decree and the Bank's Charter.

8. Convene extraordinary Shareholders' Meetings if the Council of Management makes serious violations of this Decree or decisions exceeding delegated authority, as stipulated in the Bank's Charter.

9. Other duties and powers as prescribed in the Bank's Charter.

Article 53. Duties and Authorities of the Chairperson of the Supervisory Board

1. Organize the implementation of the duties and authorities of the Supervisory Board as prescribed in this Decree.

2. Prepare agendas for meetings of the Supervisory Board based on consideration of issues and concerns of all members of the Supervisory Board related to its duties and authorities; convene and chair meetings of the Supervisory Board.

3. Represent the Supervisory Board to sign documents within the authority of the Supervisory Board.

4. Represent the Supervisory Board to convene extraordinary general meetings of shareholders or request the Board of Directors to convene extraordinary meetings according to the provisions of this Decree.

5. Prepare work plans and assign tasks to members of the Supervisory Board in accordance with the internal regulations of the bank.

6. Ensure that members of the Supervisory Board receive full, objective, accurate, and sufficient time to discuss issues that the Supervisory Board must consider.

7. Supervise and direct members of the Supervisory Board in performing assigned tasks and duties and authorities of the Supervisory Board.

8. Delegate authority to another member of the Supervisory Board to perform their duties during absence.

9. Other duties and powers as prescribed in the Bank's Charter.

Article 54. Duties and Authorities of Members of the Supervisory Board

1. Perform the duties and authorities of members of the Supervisory Board in accordance with the provisions of laws, the Charter of the bank, and the internal regulations of the Supervisory Board honestly and prudently for the benefit of the bank and shareholders.

2. Elect, appoint, and dismiss the Chairperson of the Supervisory Board.

3. Request the Chairperson of the Supervisory Board to convene extraordinary meetings of the Supervisory Board.

4. Monitor business activities, audit accounting books, assets, financial reports, and recommend corrective measures if there are any irregularities.

5. Have the right to request bank staff to provide data and explain business activities to fulfill assigned tasks.

6. Report to the Chairperson of the Supervisory Board on unusual financial activities and bear personal responsibility for their assessments and conclusions.

7. Attend meetings of the Supervisory Board, contribute opinions, and vote on issues within the duties and authorities of the Supervisory Board, except for those involving conflicts of interest.

8. Attend meetings of the Board of Directors, contribute opinions, and make recommendations, but not vote.

9. Require their opinions to be recorded in the minutes of the Board of Directors' meetings if their opinions differ from the decisions of the Board of Directors and report to the general meeting of shareholders.

10. Other duties and authorities as stipulated in the Charter of the bank.

Article 55. Duties and Authorities of the General Director

1. The rights and duties prescribed in Clause 3, Clause 4 Article 116 of the Enterprise Law.2. Prepare and submit financial reports to the Board of Directors for approval. Bear responsibility for the accuracy and honesty of financial reports, statistical data, final accounts figures, and other financial information.

3. Establish operational procedures and processes to run the business management system and reporting information system.

4. Report to the Board of Directors, the Supervisory Board, the general meeting of shareholders, and competent state agencies on the operations, effectiveness, and business results of the bank in accordance with the law and the Charter of the bank.

5. Be authorized to apply measures exceeding their authority in emergencies (natural disasters, enemy attacks, fires, accidents), and bear responsibility for such decisions, then immediately report to the Board of Directors for further resolution.

6. Recommend and propose organizational, governance, and operational improvements to enhance the quality and efficiency of the bank's operations to the Board of Directors or the general meeting of shareholders for decision-making within their authority.

7. Propose the convening of extraordinary meetings of the Board of Directors according to the provisions of this Decree.

7. Propose to convene extraordinary meetings of the Board of Directors in accordance with this Decree.

PART 4. STATE OWNED COMMERCIAL BANKS WITH 100% CAPITAL OWNED BY THE STATE REGULATIONS

Article 56. Rights of the owner

1. The rights of the owner as stipulated in Points a, b, k, l, m, n Clause 1 Article 64 of the Enterprise Law.Point a, b, k, l, m, n of Clause 1 of Article 64 of the Enterprise Law.

2. Deciding on the initial charter capital amount and changes to the charter capital of the bank.

3. Deciding on the organizational structure of the bank; deciding on the appointment, dismissal, and removal of authorized representatives serving as Chairperson and members of the Board of Management, Head and members of the Supervisory Board of the bank in accordance with the standards and conditions prescribed in this Decree.

4. Approving internal regulations regarding the organization and operation of the Board of Management and the Supervisory Board.

5. Deciding on the remuneration, bonuses, and other benefits for members of the Board of Management, members of the Supervisory Board, and the operating budget of the Board of Management and the Supervisory Board.

6. Monitoring and evaluating the activities of the Board of Management and the Supervisory Board, including the activities of the Chairperson of the Board of Management and the Head of the Supervisory Board before reappointment as members of the Board of Management or the Supervisory Board.

7. Deciding on measures against members of the Board of Management and members of the Supervisory Board who violate their powers and duties. Filing complaints or initiating lawsuits against members of the Board of Management, members of the Supervisory Board, and General Directors when they fail to fulfill their obligations properly, causing damage to the interests of the owner or the bank according to the law.

8. Being able to withdraw capital by transferring part or all of the charter capital to another organization or individual upon approval by the State Bank.

9. Not being able to withdraw profits when the bank fails to settle its due debts and other property liabilities.

10. Other rights as prescribed in the Bank Charter.

Article 57. Obligations of the owner

1. Contributing fully and on time the committed capital and bearing responsibility for the bank's debts and other property liabilities within the scope of the committed capital contribution to the bank.

2. Other obligations as stipulated in the2. Other obligations as stipulated in Clauses 2, 3, 4 Article 65 of the Enterprise Law and the Bank Charter.

Article 58. Duties and Powers of the Board of Management

1. Being responsible under the law and to the owner for performing their duties and exercising their powers as prescribed in this Decree and the Bank Charter.

2. Performing duties and exercising powers as stipulated in Clauses 2, 3, 4, 5, 6, 7, 10, 11, 12, 14, 15, 16, 17, 18 Article 46 of this Decree, except for matters within the decision-making authority of the owner.

3. Submitting annual financial settlement reports to the owner.

4. Deciding on the establishment of affiliated companies.

5. Deciding on the handling of losses arising during business operations.

6. Deciding on loans and guarantees exceeding 10% of the bank's own capital based on ensuring the safety regulations in banking operations.

7. Deciding on bank transactions contracts not falling within the scope or subject to prohibited or restricted regulation under the Law on Credit Institutions, the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions, and guiding documents under these Laws with members of the Board of Management, members of the Supervisory Board, General Directors, and related parties. In such cases, related members have no voting rights.

8. Issuing internal regulations related to organization, management, and bank operations in compliance with legal provisions.

9. Reporting, proposing, and recommending to the owner on matters within the owner's decision-making authority.

10. Organizing implementation, inspection, and supervision of the execution of resolutions and decisions of the owner or the Board of Management.

11. Other duties and powers as prescribed in the Bank Charter.

Article 59. Duties and powers of the Chairman of the Board of Directors

1. The tasks and authorities specified in Clause 2, Clause 3, Article 111 of the Enterprise Law.Clause 2 (except for the provision at point d) and Clause 3 of Article 111 of the Enterprise Law.

2. The duties and powers prescribed in Clauses 2, 3, and 4 of Article 47 of this Decree.

3. Evaluate the effectiveness of each member's work and the Councils of the Board of Directors at least once a year and report to the Owner on the results of such evaluations.

4. Other duties and powers as provided for in the Bank Charter.

Article 60. Duties and powers of members of the Board of Directors

1. Perform the duties and powers as stipulated in Clauses 1, 2, 3, 5, and 10 of Article 48 of this Decree.

2. Attend meetings of the Board of Directors, discuss and vote on all issues within the scope of duties and powers of the Board of Directors as prescribed in this Decree, except in cases where voting is not allowed due to conflicts of interest. Be personally responsible under the law, before the Owner, and before the Board of Directors for their decisions.

3. Implement decisions of the Owner and resolutions of the Board of Directors.

4. Be accountable to the Owner and the Board of Directors for the performance of assigned tasks when requested.

Article 61. Meetings of the Board of Directors and Minutes of the Board of Directors' Meetings

1. Carry out as prescribed in Clauses 1, 2, 3, and 5 of Article 49 of this Decree, except for electing the Chairman of the Board of Directors.

2. A meeting of the Board of Directors shall be held if at least two-thirds (two-thirds) of the total number of members attend. In case of indirect attendance, members of the Board of Directors have the right to authorize another member of the Board of Directors to vote or submit a written voting opinion. In the case of written voting, the ballot must be enclosed in a sealed envelope and must be delivered to the chairperson of the Board of Directors' meeting at least one hour before the opening time. The ballot can only be opened in the presence of all directly attending members.

3. A decision of the Board of Directors is adopted if it receives the approval of the majority of members voting, including both written ballots and authorized voting; in case of equal votes, the final decision belongs to the side with the opinion of the chairperson of the meeting. Proposals to amend and supplement the Bank Charter, reorganize the bank, transfer part or all of the charter capital of the bank must be approved by at least three-quarters (three-quarters) of the members present.

4. The minutes of the Board of Directors' meetings shall be carried out as prescribed in Article 50 of this Decree.

Article 62. Soliciting Opinions of Board of Directors Members in Writing

The authority and procedure for soliciting opinions of Board of Directors members in writing shall be implemented as prescribed in Article 51 of this Decree.

Article 63. Duties and Powers of the Supervisory Board

1. Monitor compliance with laws and the Bank Charter in the management and operation of the bank; be responsible under the law and before the Owner for performing assigned duties and powers.

2. Perform duties and powers as prescribed in Clauses 2 and 3 of Article 52 of this Decree.

3. Review the semi-annual and annual financial reports of the bank, including those audited by independent auditing organizations. Report to the Owner on the results of reviewing the annual financial report, assessing the reasonableness, legality, truthfulness, and prudence in accounting, statistics, and financial reporting. The Supervisory Board may seek the opinion of the Board of Directors before submitting the report and recommendations to the Owner.

4. Examine accounting books, other documents, and management and operational activities of the bank when necessary or upon the decision of the Owner. The Supervisory Board shall implement inspections within seven working days from the date of receiving the Owner's request. Within fifteen days from the end of the inspection, the Supervisory Board must report and explain about the inspected issues to the Board of Directors and the Owner. Inspections conducted pursuant to this clause shall not obstruct or disrupt the normal management and operation of the bank's business activities.

5. Promptly notify the Board of Directors of any violations by bank managers as prescribed in this Decree, the Bank Charter, and relevant current laws, and simultaneously require violators to cease the violation and take corrective measures (if any). Maintain and update a list of related parties of Board of Directors members, Supervisory Board members, and General Managers.

6. Propose extraordinary meetings of the Board of Directors as prescribed in this Decree and the Bank Charter. Promptly report to the Owner in cases where the Board of Directors makes serious violations of this Decree or decisions exceeding delegated authority, and other cases as prescribed in the Bank Charter.

7. Other duties and powers as provided for in the Bank Charter.

Article 64. Duties and Authorities of the Chairman of the Supervisory Board

1. Perform duties and authorities as prescribed in Clauses 1, 2, 3, 5, 6, 7, 8, and 9 of Article 53 of this Decree.

2. On behalf of the Supervisory Board, propose to convene extraordinary meetings of the Board of Directors in accordance with this Decree.

Article 65. Duties and Authorities of Members of the Supervisory Board

1. Perform duties and authorities as prescribed in Clauses 3, 4, 5, 6, 7, 8, and 10 of Article 54 of this Decree.

2. Carry out the duties and authorities of members of the Supervisory Board in accordance with the provisions of laws, the Bank's Charter, and internal regulations of the Supervisory Board in a truthful and cautious manner for the benefit of the bank and its shareholders.

3. Request that their opinions be recorded in the minutes of the Board of Directors' meeting if their opinions differ from the decisions of the Board of Directors and report to the Shareholders.

Article 66. Duties and Authorities of the General Director

1. Perform duties and authorities as prescribed in Clauses 1, 2, 3, 5, and 7 of Article 55 of this Decree.

2. Report to the Board of Directors, the Supervisory Board, Shareholders, and competent state agencies on the activities, effectiveness, and business results of the bank in accordance with the provisions of laws and the Bank's Charter.

PART 5. COMMERCIAL BANKS JOINT-STOCK WITH MORE THAN 50% STATE CAPITAL CONTRIBUTION REGULATIONS

Article 67. Management Organization

The management organization of commercial joint-stock banks with more than 50% state capital contribution shall be implemented in accordance with the regulations applicable to commercial joint-stock banks.

PART 6. JOINT-VENTURE COMMERCIAL BANKS

Article 68. Rights of Capital Contributors

1. Manage the bank through appointing qualified and eligible representatives to participate in the Board of Directors and the Supervisory Board based on their capital contribution in the bank or agreements among capital contributors.

2. Require the bank to provide information and reports on the operations of the Board of Directors and the Supervisory Board, the bank's operations and business, accounting books, annual financial statements, and other documents of the bank.

3. Receive profit distribution corresponding to their capital contribution after the bank has paid all taxes and fulfilled other financial obligations as prescribed by law.

4. Receive the remaining value of the bank's assets corresponding to their capital contribution when the bank is dissolved or declared bankrupt.

5. Be prioritized to increase their capital contribution when the bank increases its charter capital.

6. Transfer part or all of their capital contribution according to Article 44 of the Enterprise Law, and such transfer must be reviewed and approved in writing by the State Bank.7. Request the purchase back of their capital contribution according to Article 43 of the Enterprise Law, but the bank can only pay to buy back the capital contribution of the capital contributor if immediately after paying the full amount of the purchased capital contribution, the bank still ensures payment of all debts and other financial liabilities, maintains safe ratios in banking operations, the charter capital does not fall below the statutory minimum, and meets other conditions stipulated by the State Bank. The bank's purchase back of the capital contribution at the request of the capital contributor must be approved in writing by the State Bank before implementation.

8. Complain or sue members of the Board of Directors, members of the Supervisory Board, or the General Director if they fail to perform their duties and authorities causing damage to the bank's interests or the interests of the capital contributors as prescribed by law.9. Other rights as prescribed in the Bank's Charter.

8. File complaints or initiate lawsuits against Board of Directors members, Supervisory Board members, General Director when they fail to perform their duties properly, causing damage to the bank's interests or those of shareholders as prescribed by law.

9. Other rights as stipulated in the Charter of the bank.

Article 69. Obligations of Shareholders

1. Contributing fully and on time the committed capital and bearing responsibility for the bank's debts and other property liabilities within the scope of the committed capital contribution to the bank.

2. Not to withdraw contributed capital from the bank in any form except in cases provided for in Clause 6 and Clause 7 of Article 68 of this Decree.

3. Not to directly intervene in the management and operation of the bank.

4. To comply with the Bank's Charter.

5. Other obligations as prescribed in the Bank's Charter.

Article 70. Duties and Powers of the Board of Directors, Chairman, and Members of the Board of Directors.

1. Duties and powers of the Board of Directors

a) To be responsible under the law and before shareholders for performing the assigned duties and powers;

b) To approve the development orientation of the bank;

c) To approve amendments and supplements to the Bank's Charter;

d) To issue internal regulations of the Board of Directors and related internal regulations concerning the organization, management, and operations of the bank in accordance with laws and this Decree;

đ) To elect, appoint, and dismiss the Chairman of the Board of Directors in accordance with conditions and criteria stipulated in this Decree;

e) To examine and handle violations by members of the Board of Directors;

g) To approve changes in the charter capital level;

h) To approve annual financial reports and profit distribution plans;

i) To report on the bank’s financial situation, business results, and the implementation of assigned duties and powers of the Board of Directors and its members upon request of shareholders or competent state agencies;

k) To perform duties and powers as prescribed in Clauses 2, 3, 4, 5, 6, 7, 10, 11, 12, 14, 15, 16, 17, and 18 of Article 46 of this Decree;

l) To decide on loans and guarantees exceeding 10% of the bank's own capital based on ensuring compliance with regulations on safety in banking operations;

m) To decide on establishing subsidiaries;

n) To decide on purchasing shares contributed to the bank in accordance with this Decree;

o) To approve bank transactions contracts not within the scope or subject matter prohibited or restricted by the Law on Credit Organizations, the Law Amending and Supplementing Certain Provisions of the Law on Credit Organizations, and guiding documents of these Laws with members of the Board of Directors, members of the Supervisory Board, General Director, shareholders of the bank, and their related parties. In such cases, related members have no right to vote;

p) To approve restructuring, dissolution, or bankruptcy of the bank;

q) To decide on salaries, bonuses, remuneration, and other benefits for the Chairman and members of the Board of Directors, heads and members of the Supervisory Board, and the General Director in accordance with the provisions of Article 29 of this Decree;

r) Other duties and powers as prescribed in the Bank's Charter.

2. Duties and powers of the Chairman of the Board of Directors

a) To organize and implement the duties and powers of the Board of Directors as prescribed in Clause 1 of Article 70 of this Decree;

b) The duties and powers prescribed in Clause 2 (except for the provision at point đ Clause 3 of Article 111 of the Enterprise Law);c) The duties and powers prescribed in Clauses 2, 3, and 4 of Article 47 of this Decree;

d) To evaluate the performance of each member and committees of the Board of Directors at least once a year and report the evaluation results to shareholders;

đ) Other duties and powers as prescribed in the Bank's Charter.

3. Duties and powers of members of the Board of Directors

a) To participate in performing the duties and powers of the Board of Directors as prescribed in Clause 1 of Article 70 of this Decree;

b) To perform duties and powers as prescribed in Clauses 1, 2, 3, 4, and 5 of Article 48 of this Decree;

c) To attend meetings of the Board of Directors, discuss and vote on all issues within the duties and powers of the Board of Directors as prescribed in this Decree, except when abstaining due to conflict of interest. To bear individual responsibility under the law, before shareholders, and before the Board of Directors for their decisions;

d) To implement decisions and resolutions of the Board of Directors;

đ) To be accountable to shareholders and the Board of Directors regarding the implementation of assigned tasks when requested;

e) To exercise rights and fulfill obligations of shareholders as prescribed in Articles 68 and 69 of this Decree upon authorization by shareholders;

g) Other duties and powers as prescribed in the Bank's Charter.

g) Other tasks and powers as stipulated in the Charter of the bank.

Article 71. Shareholder Register

Matters related to the Shareholder Register shall be implemented in accordance with the provisions set forth inArticle 40 of the Enterprise Law.

Article 72. Board of Directors Meeting

1. The Board of Directors may convene regular or extraordinary meetings. Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors or a Board member authorized by the Chairman. The Board of Directors must hold at least one meeting every quarter and must convene an extraordinary meeting when the Chairman deems it necessary or in any of the following cases:

a) At the request of the General Director or the Audit Committee;

b) At the request of at least two Board members;

c) At the request of a shareholder or group of shareholders holding more than 25% of the charter capital or another lower ratio specified in the Bank's Charter;

d) At the request of minority shareholders remaining in the case where the bank has a shareholder holding more than 75% of the charter capital and the Bank's Charter does not specify another lower ratio;

e) Other cases stipulated in the Bank's Charter.

Such requests must be made in writing, specifying the purpose, issues to be discussed, and decisions within the authority of the Board of Directors. The person authorized to convene the Board of Directors meeting has the right to reject such requests if the issues to be discussed and decided upon do not fall within the authority of the Board of Directors.

2. Implement the provisions set forth in Clauses 2, 3, and 5 of Article 49 of this Decree.

3. A Board of Directors meeting shall be held when there are representatives of shareholders present representing at least 75% of the charter capital attending; the specific ratio is stipulated in the Bank's Charter. In the event that the first meeting does not meet the conditions for convening as prescribed above, a second meeting shall be convened within 15 days from the date of the planned first meeting. The second Board of Directors meeting shall be held when there are representatives of shareholders present representing at least 50% of the charter capital; the specific ratio is stipulated in the Bank's Charter. If the second meeting does not meet the conditions for convening as prescribed above, a third meeting shall be convened within 10 working days from the date of the planned second meeting; in this case, the Board of Directors meeting shall be held regardless of the number of attendees and the amount of charter capital represented by the attendees.

4. In the absence of direct attendance, a Board member has the right to authorize another Board member to vote on their behalf or submit a written voting opinion. In the case of written voting, the ballot must be enclosed in a sealed envelope and must be delivered to the chairperson of the Board of Directors meeting at least one hour before the opening time. Ballots can only be opened in the presence of all directly attending members.

5. Board members have the right to propose in writing about the agenda. Proposals must include the following main contents:

a) Name, permanent address, nationality, identification card number, passport number, or other valid personal identification for individual members; name, headquarters address, establishment decision number or business registration number for organizational members; name, signature of the member or authorized representative;

b) Percentage of contributed capital, number and issuance date of the contribution certificate;

c) Content of the proposal to be included in the agenda;

d) Reason for the proposal.

The Chairman of the Board of Directors must approve the proposal and supplement the Board of Directors meeting agenda if the proposal includes all required contents and is submitted to the bank's headquarters at least one working day before the Board of Directors meeting; in the case of proposals submitted immediately before the meeting, the proposal will be approved if the majority of attending members agree.

6. A resolution of the Board of Directors shall be adopted if it receives approval from ballots representing at least 65% of the contributed capital of attending members (including both written ballots and proxy votes), the specific ratio is stipulated in the Bank's Charter. Amendments and supplements to the Bank's Charter, restructuring of the bank, transfer or acquisition of contributed capital in the bank must be approved by ballots representing at least 75% of the contributed capital of attending members. In the case of equal ballots representing contributed capital of attending members, the final decision belongs to the side with the opinion of the chairperson of the meeting.

Article 73. Obtaining opinions of Board of Directors members in writing

The authority and procedures for obtaining opinions of Board of Directors members in writing shall be implemented in accordance with the provisions of Article 51 of this Decree. A decision of the Board of Directors is adopted through the method of obtaining opinions in writing when it receives the approval of at least 75% of the charter capital representatives of the members, the specific ratio being stipulated by the Bank's Charter.

Article 74. Tasks and Authorities of the Supervisory Board, Chairperson, and Members of the Supervisory Board

1. Tasks and authorities of the Supervisory Board:

a) Monitoring compliance with laws and the Bank's Charter in corporate governance and management; bearing responsibility before the law and shareholders for the performance of assigned tasks and authorities;

b) Performing tasks and authorities as prescribed in Clauses 2, 3 of Article 52 of this Decree;

c) Reviewing annual and semi-annual financial reports of the bank, including financial reports audited by independent auditing organizations. Reporting to shareholders on the results of reviewing annual financial reports, assessing their legality, truthfulness, and prudence in accounting, statistics, and financial reporting. The Supervisory Board may seek the opinion of the Board of Directors before submitting reports and recommendations to shareholders;

d) Examining accounting books, other documents, and management activities of the bank when deemed necessary or upon the decision of shareholders. The Supervisory Board must implement inspections within seven working days from the date of receiving the request from shareholders. Within fifteen days from the end of the inspection, the Supervisory Board must report and explain about the issues requested to be inspected to the Board of Directors and shareholders. Inspections conducted under this clause shall not obstruct or disrupt normal business operations of the bank;

đ) Promptly notifying the Board of Directors of violations by bank managers as stipulated in this Decree, the Bank's Charter, and relevant current laws, while requiring violators to cease such violations and take corrective measures if necessary. Maintaining and updating a list of individuals related to Board of Directors members, Supervisory Board members, General Director, and shareholders;

e) Proposing extraordinary meetings of the Board of Directors in accordance with this Decree and the Bank's Charter. Promptly reporting to shareholders in cases where the Board of Directors makes serious violations of this Decree or decisions exceeding delegated authority, and other cases as stipulated in the Bank's Charter;

g) Other tasks and authorities as prescribed in the Bank's Charter;

2. Tasks and authorities of the Chairperson of the Supervisory Board

a) The Chairperson of the Supervisory Board performs tasks and authorities as prescribed in Clauses 1, 2, 3, 5, 6, 7, 8, 9 of Article 53 of this Decree;

b) Acting on behalf of the Supervisory Board to propose extraordinary meetings of the Board of Directors in accordance with this Decree;

3. Tasks and authorities of Supervisory Board members

a) Fulfilling the tasks and authorities of Supervisory Board members in accordance with the law, the Bank's Charter, and internal regulations of the Supervisory Board in good faith and prudently for the legitimate interests of the bank and shareholders;

b) Participating in performing the tasks and authorities of the Supervisory Board as prescribed in Clause 1 of Article 74 of this Decree;

c) Fulfilling tasks and authorities as prescribed in Clauses 3, 4, 5, 6, 7, 8, 10 of Article 54 of this Decree;

d) Requesting that their opinions be recorded in the minutes of Board of Directors meetings if their opinions differ from Board of Directors decisions and reporting to shareholders.

Article 75. Duties and Authorities of the General Director

Carry out duties and authorities as prescribed in Article 55 of this Decree.

SECTION 7. FOREIGN-OWNED COMMERCIAL BANKS WITH 100% FOREIGN CAPITAL

Article 76. Management Organization of Foreign-Owned Commercial Banks with 100% Foreign Capital shall be organized in the form of a Limited Liability Company with One Member

Implement as prescribed in Section 4 of Chapter III of this Decree.

Article 77. Management Organization of Foreign-Owned Commercial Banks with 100% Foreign Capital shall be organized in the form of a Limited Liability Company with Two Members or More

Implement as prescribed in Section 6 of Chapter III of this Decree.

Chapter 4.

PROVISIONS ON THE OPERATIONS OF COMMERCIAL BANKS

SECTION 1. CONTENT OF OPERATIONS AND REGULATORY CAPITAL

Article 78. Permitted Business Activities

The bank shall carry out activities as prescribed in Chapter III of the Law on Credit Institutions, the Law Amending and Supplementing Certain Articles of the Law on Credit Institutions, current relevant regulations of the Government, and the State Bank of Vietnam.

Article 79. Necessary Procedures and Policies During Operations

To ensure safety during operations, the bank must establish and implement the following procedures and policies:

a) Procedures for managing investment activities, acquisitions, and controlling large investments;

b) Credit granting procedures to maintain an appropriate credit management system;

c) Maintaining a system of information supporting the control of large loans;

d) Establishing and adhering to loan classification policies and risk reserve provisions;

đ) Asset quality assessment policies and compliance with minimum capital adequacy ratios;

e) Comprehensive policies and procedures to identify, monitor, and manage national risks and currency conversion risks in international lending and investment activities (for banks engaged in foreign lending and investment);

g) A system allowing for comprehensive measurement, monitoring, and control of risks;

h) Liquidity management policies, clearly outlining procedures and liquidity management limits;

i) Internal audit systems suitable for the nature and scale of the bank's operations;

k) Appropriate policies and procedures, including customer due diligence principles, to ensure ethical and professional standards in finance and prevent the bank from being used for criminal purposes, whether intentionally or unintentionally;

l) Other procedures and policies as prescribed by law, the bank’s charter, and international practices.

Article 80. Changes to Regulatory Capital

1. The bank must obtain written approval from the State Bank before changing its regulatory capital level as stipulated by current laws.

2. After changing the regulatory capital level, the bank must register the new level with the business registration authority.

3. The Board of Directors shall bear legal responsibility for reviewing the application, procedures, and conditions for the bank to change its regulatory capital according to the State Bank's regulations, current applicable laws, and the bank’s charter.

SECTION 2. FINANCIAL MANAGEMENT, REPORTING, INFORMATION, CONFIDENTIALITY, AND INDEPENDENT AUDIT

Article 81. Financial System

1. The bank shall comply with the financial system as prescribed by the Government and guidelines issued by the Ministry of Finance.

2. The Board of Directors, Supervisory Board, and General Director of the bank shall be responsible under the law and before state management agencies for complying with the bank's financial, auditing, and accounting systems.

Article 82. Reporting

1. The bank must prepare, present, and submit financial reports and statistical reports to state management agencies in accordance with the provisions of the law. The Board of Directors and General Director of the bank are responsible for the accuracy and honesty of these reports.

2. The bank's financial report includes the balance sheet, income statement, cash flow statement, and notes to the financial statements. The annual financial report must truthfully and objectively reflect the profit and loss situation of the bank during the fiscal year and the status of the bank's business activities up to the date of preparation of the report.

3. For banks with subsidiaries, they must prepare consolidated financial reports in accordance with the provisions of the law.

4. The bank must prepare and submit periodic reports as prescribed by the State Bank. In addition, the bank must immediately report to the State Bank in the following cases:

a) Unusual developments in business operations that may seriously affect the bank's business situation;

b) Significant changes in the organizational structure of the bank.

5. Annual reports as required by law must be submitted to the State Bank within a maximum period of ninety days from the end of the fiscal year.

Article 83. Publicizing Financial Reports

Within 120 days from the end of the fiscal year, the bank must publicize its financial reports in accordance with the provisions of the law. The State Bank specifies the details of publicizing the bank's financial reports.

Article 84. Information

1. The bank must provide regular information about transactions and account balances at the bank to account holders upon request of the account holder.

2. The bank may exchange information with other credit organizations regarding banking activities and customers.

3. The bank has the responsibility to report and provide information to the State Bank on the organization and business operation situation according to the requirements of the State Bank and is provided related information on the banking activities of customers associated with the bank.

Article 85. Confidentiality of Information

1. Bank employees and related persons shall not disclose state secrets and commercial secrets of the bank that they know.

2. The bank has the right to refuse requests from organizations and individuals to provide information related to customer deposits, assets, and bank activities, except in cases where there is a requirement from competent state agencies in accordance with the law or with the customer's consent.

Article 86. Independent Audit

1. At least thirty days before the end of the fiscal year, the bank must select an independent auditing organization meeting the conditions prescribed by the State Bank to audit its financial reports in accordance with the regulations. The selection of the independent auditing organization is carried out in accordance with the law on bidding.

2. During the audit process, the bank has the responsibility:

a) To promptly, fully, and honestly provide all necessary information and documents for the audit;

b) To cooperate and create favorable conditions for auditors to carry out the audit.

3. The Board of Directors, Supervisory Board, General Director, and other managers must convene meetings, carefully review the audit report and recommendations of the independent auditor, develop plans and timelines to implement the auditor's recommendations, and monitor the implementation of the plan.

4. Independent auditors are permitted to attend shareholders' meetings, collect notices and other information related to any meeting that shareholders have the right to receive and express opinions at the shareholders' meeting on issues related to auditing.

5. Specific audits of the bank's activities are conducted in accordance with the Law on Credit Organizations, the Law Amending and Supplementing Certain Articles of the Law on Credit Organizations, auditing laws, and guidelines issued by the State Bank.

PART 3. RESPONSIBILITIES OF BANKS AND THE STATE BANK IN BANKING ACTIVITIES

Article 87. Responsibilities of banks

1. Shall be responsible under the law for all their business activities.

2. Shall comply with legal regulations in organizing, managing, and conducting banking operations.

3. Shall publicly disclose at transaction locations information on deposit and loan interest rates, fee levels, exchange rates, transaction times, and other information deemed necessary by the bank.

4. Shall maintain complete financial accounting data systems in accordance with applicable policies and accounting practices to enable banking supervisory authorities to assess the bank's financial situation and business operations accurately and reasonably.

Article 88. Responsibilities of the State Bank

1. Shall issue regulatory legal documents guiding the implementation of organizational, management, and operational regulations for banks as stipulated in this Decree.

2. Shall manage and evaluate compliance with current legal regulations by banks and take measures to address and correct banks that fail to implement these regulations properly.

Chapter 5.

SPECIAL CONTROL, LIQUIDATION, BANKRUPTCY, DISSOLUTION

CHAPTER 1. SPECIAL CONTROL

Article 89. Reporting Difficulties in Payment Capacity

When there is a risk of losing the ability to pay customers, the bank must immediately report to the State Bank about its current financial status, causes, and applied measures, as well as planned measures to overcome the situation.

Article 90. Application of Special Control

1. A bank may be placed under special control in the following cases:

a) Risk of inability to pay;

b) Non-recoverable debts pose a risk of insolvency;

c) The cumulative losses of the bank exceed 50% of the total paid-in charter capital and reserves.

2. The State Bank shall have the responsibility to promptly check and identify cases at risk of losing payment capacity and liquidity and specify specific cases that can be placed under special control.

Article 91. Decision on Special Control

1. Based on the report of the bank as stipulated in Article 88 of this Decree and the bank’s self-correction capability, or through the State Bank’s inspection, audit, and supervision work, the Governor of the State Bank shall issue a decision to place the bank under special control.

2. The decision to place the bank under special control shall include the following contents:

a) Name of the bank under special control;

b) Reason for special control;

c) Names and specific tasks of members of the Special Control Board;

d) Duration of special control.

3. The decision on special control shall be notified by the State Bank to relevant state agencies and related agencies within the jurisdiction for coordination. This decision shall not be disclosed to the public.

Article 92. Special Control Board

1. The Special Control Board shall be established by the Governor of the State Bank, with the Chairman appointed by the Governor of the State Bank. The duties, powers, and responsibilities of the Special Control Board shall be implemented according to Article 94 of the Law on Credit Organizations.

2. The Chairman of the Special Control Board shall be responsible for assigning tasks to board members within the scope of their duties and powers; shall be responsible for handling issues related to the special control process of the bank; shall be accountable to the Governor of the State Bank for the operation of the Special Control Board and decisions related to the special control of the bank.

3. The Special Control Board shall have a minimum of three members, and members of the Special Control Board must meet the following criteria:

a) Be an employee of the State Bank;

b) Hold a Bachelor's degree or higher in economics, law, or the specialized field they will be responsible for;

c) Have a minimum of three years of experience in the banking sector;

d) Not be a person related to members of the Board of Directors, members of the Supervisory Board, or the General Director of the bank under special control.

4. Members of the Special Control Board shall perform their tasks according to the assignment of the Chairman and shall be accountable to the Chairman for the execution of their duties. Replacement of members of the Special Control Board shall be decided by the Governor of the State Bank.

5. If necessary, the Governor of the State Bank may designate another bank to participate in the special control of the bank and appoint staff from that bank to join the Special Control Board.

Article 93. Responsibilities of the Board of Directors, Supervisory Board, and General Director of a Bank under Special Control

1. Develop a plan to consolidate organizational structure and operations for approval by the Special Supervisory Board and implement such plan.

2. Continue to manage, supervise, and operate the bank's activities in accordance with legal regulations unless their management, supervision, and operation rights are suspended.

3. Bear responsibility for issues related to the organization and operations of the bank before, during, and after the special control period.

4. Strictly comply with the requirements of the Special Supervisory Board.

5. Report on the implementation and results of special control measures as required by the Special Supervisory Board.

6. Implement cost-cutting measures to minimize financial expenditures.

7. Arrange work locations and equipment as directed by the Special Supervisory Board.

Article 94. Termination of Special Control

1. Special control shall be terminated in the following cases:

a) Upon expiration of the special control period without extension or if the bank is unable to resolve the causes leading to special control and the State Bank decides to revoke its operating license;

b) The bank has resolved the causes leading to special control and returned to normal operations;

c) Before the end of the special control period, the bank is reorganized according to legal provisions;

d) The bank enters bankruptcy and is unable to resume operations, declared bankrupt by the competent authority in accordance with the law on bankruptcy.

2. The Governor of the State Bank shall issue a decision to terminate special control. This decision shall be notified to relevant agencies.

Section 2. BANKRUPTCY, DISSOLUTION, AND LIQUIDATION

Article 95. Bankruptcy of Banks

Bankruptcy of banks shall be carried out in accordance with the law on bankruptcy.

Article 96. Cases of Dissolution of Banks

1. Voluntary dissolution if it has the ability to settle all debts and obtains the State Bank's approval; in this case, at least 180 days prior to the expected cessation of operations, the bank must submit a request to the State Bank.

2. Expiration of the operating period without requesting an extension or requesting an extension but not obtaining the State Bank's approval.

3. Revocation of the License for Establishment and Operation in the following circumstances:

a) When one of the situations specified in points a, b, d, đ Clause 1 Article 29 of the Law on Credit Organizations occurs;b) When it does not meet the conditions stipulated in Clause 1 Article 28 of the Law on Credit Organizations;

c) Ceasing operations continuously for 12 months.Article 97. Liquidation of Banks

1. In the event of a bankruptcy declaration, the liquidation of the bank shall be carried out in accordance with the law on bankruptcy.

2. When dissolved as provided in Article 95 of this Decree, the bank must undergo liquidation under the supervision of the State Bank.

3. All costs related to liquidation shall be borne by the bank being liquidated.

2. When dissolved as provided for in Article 95 of this Decree, the bank must carry out liquidation under the supervision of the State Bank.

3. All costs related to the liquidation shall be borne by the bank subject to liquidation.

Chapter 6.

IMPLEMENTING PROVISIONS

Article 98. Time of Application

1. Banks established before this Decree takes effect shall apply the provisions of this Decree according to the following schedule:

a) For the provisions of Article 16 of this Decree: banks must adjust to comply within a maximum period of 24 months from the date this Decree takes effect.

b) For the provisions of Article 21 of this Decree:

(i) For members of the Board of Directors, Supervisory Board: banks must implement for subsequent elections and appointments from the date this Decree takes effect (including new elections, appointments, additions, or replacements).

(ii) For General Directors, Deputy General Directors, Chief Accountants, Branch Managers, Branch Directors, and Directors of affiliated companies: banks must implement for new appointments from the date this Decree takes effect; other cases must be adjusted within a maximum period of 24 months from the date this Decree takes effect.

c) For the provisions of Article 34 of this Decree: banks must adjust the shareholding ratios of shareholders to comply within a maximum period of 24 months from the date this Decree takes effect. The form of adjustment is determined by the bank itself.

d) For other provisions in this Decree: banks must implement immediately upon this Decree taking effect.

2. Banks established from the date this Decree takes effect must comply with the provisions of this Decree and related laws.

Article 99. Effective Date

1. This Decree takes effect from September 15, 2009.

2. This Decree replaces Government Decree No. 49/2000/NĐ-CP dated September 12, 2000 on the organization and operation of commercial banks.

Article 100. Guidance on Implementation

1. The Governor of the State Bank of Vietnam is responsible for guiding the implementation of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central cities are responsible for implementing this Decree.