Decision No. 936/2002/QD-NHNN On Approving the Charter on Organization and Operation of the Vietnam Bank for Social Policies

Pursuant to …;

Regarding the approval of the Charter on organization and operation of the Vietnam Investment and Development Bank

______________________

 

GOVERNOR OF THE STATE BANK OF VIETNAM

Pursuant to the Law on the State Bank of Vietnam No. 01/1997/QH10 and the Law on Credit Organizations No. 02/1997/QH10 dated December 12, 1997;

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

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

Based on the proposal of the Chairman of the Board of Directors of the Vietnam Investment and Development Bank and the Director of the Department of Banks and Non-Bank Credit Institutions;

Pursuant to …;

Article 1.- Approves the Charter on organization and operation of the Vietnam Investment and Development Bank issued together with Decision No. 54/QĐ-HĐQT dated August 12, 2002 of the Chairman of the Board of Directors of the Vietnam Investment and Development Bank, attached to this Decision.

Article 2.- This Decision takes effect from the date of signing and replaces Decision No. 349/QĐ-NH5 dated October 16, 1997 of the Governor of the State Bank of Vietnam approving the Charter on organization and operation of the Vietnam Investment and Development Bank.

Article 3.- The Heads of the Office of the State Bank of Vietnam, the Director of the Department of Banks and Non-Bank Credit Institutions, the Heads of units related to the State Bank of Vietnam, the Governors of the State Bank of Vietnam branches in provinces and centrally governed cities, the Chairman of the Board of Directors and the General Director of the Vietnam Investment and Development Bank are responsible for implementing this Decision.

Pursuant to …;

OF THE BOARD OF DIRECTORS OF THE VIETNAM INVESTMENT AND DEVELOPMENT BANK DECISION NO. 54/QĐ-HĐQT AUGUST 12, 2002 ISSUING THE CHARTER ON ORGANIZATION AND OPERATION

BOARD OF DIRECTORS OF THE VIETNAM INVESTMENT AND DEVELOPMENT BANK

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

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

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

Pursuant to Resolution No. 24/NQ-HĐQT dated May 13, 2002 on the approval of the draft amendments to the Charter on organization and operation of the Vietnam Investment and Development Bank;

Based on the proposal of the General Director of the Vietnam Investment and Development Bank,

Pursuant to …;

Article 1.- Issued together with this Decision is the Charter on organization and operation of the Vietnam Investment and Development Bank consisting of nine Chapters and fifty-four Articles.

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

Article 3.- Members of the Board of Directors, the General Director, Deputy General Directors, the Head of the Office, Heads of Departments at the headquarters, Chairmen, Directors of affiliated companies, Branch Managers, and heads of representative offices and non-profit units are responsible for implementing this Decision.

 

 

CHARTER

ON THE ORGANIZATION AND OPERATIONS OF THE VIETNAM INVESTMENT AND DEVELOPMENT BANK
(Issued together with Decision No. 54/QĐ-HĐQT dated August 12, 2002 of the Board of Directors of the Vietnam Investment and Development Bank)

Chapter 1:

GENERAL PROVISIONS

Article 1. Position, role, and functions of the Vietnam Investment and Development Bank

The Vietnam Investment and Development Bank (hereinafter referred to as the Vietnam Investment and Development Bank) is a state commercial bank established pursuant to Decision No. 177/TTg dated April 26, 1957 of the Prime Minister and was re-established under the corporate model of a State-owned enterprise as stipulated in Decision No. 90/TTg dated March 7, 1994 by the Governor of the State Bank of Vietnam through Decision No. 287-QĐ/NH5 dated September 21, 1996. The Vietnam Investment and Development Bank carries out banking activities and other related business operations in accordance with the law, continuously increasing the bank's profits, contributing to implementing national monetary policy, serving economic development, especially in the field of investment and development.

Article 2. The Vietnam Investment and Development Bank has:

1- Legal personality under Vietnamese law;

2- Vietnamese name:

Vietnam Investment and Development Bank

3- International trading name in English:

BANK FOR INVESTMENT AND DEVELOPMENT OF VIETNAM

Abbreviated as: VietindeBank

Shortened as: BIDV

4- Main office located at: No. 194 Tran Quang Khai Street, Hoan Kiem District, Hanoi City.

Telephone: 84-04-8.268318; 84-04-8.268312

Fax: 84-04-8.266959; 84-04-9.321975

5- Charter on organization and operation, management structure;

6- Registered capital of 1,100 billion VND (One thousand one hundred billion VND) and supplemented periodically;

7- Its own seal, accounts opened at the State Bank and domestic and foreign banks in accordance with the regulations of the State Bank;

8- Balance sheet of assets and funds as prescribed by law.

Article 3. Duration of Operation

The Vietnam Investment and Development Bank has a term of operation of 99 years from the date the Governor of the State Bank signed Decision No. 287-QĐ/NH5 dated September 21, 1996 on the re-establishment of the Vietnam Investment and Development Bank.

Article 4. State Management over the Vietnam Investment and Development Bank

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

Article 5. Activities of Party Organizations and Political-Social Organizations within the Vietnam Investment and Development Bank

1- The Communist Party of Vietnam organization within the Vietnam Investment and Development Bank operates in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and the regulations of the Communist Party of Vietnam.

2- Trade Union organizations and other political-social organizations within the Vietnam Investment and Development Bank operate in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and their respective charters, aiming to build a strong Vietnam Investment and Development Bank.

Chapter 2:

CONTENTS AND SCOPE OF ACTIVITIES OF THE VIETNAM INVESTMENT AND DEVELOPMENT BANK

Article 6. Capital Mobilization

The Vietnam Investment and Development Bank mobilizes capital in Vietnamese dong, foreign currencies, gold, and other instruments from all domestic and foreign sources in the following forms:

1- Accepting deposits from organizations, individuals, and other credit institutions in the form of demand deposits, time deposits, and other types of deposits.

2- Issuing deposit certificates, bonds, bills, and other negotiable instruments to mobilize capital from domestic and foreign organizations and individuals upon approval by the Governor of the State Bank.

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

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

5- Other lawful forms of capital mobilization as prescribed by the State Bank.

Article 7. Credit Activities

The Investment and Development Bank provides credit to organizations and individuals in Vietnamese dong and foreign currencies through various forms such as loans, discounting of commercial bills and other negotiable instruments, guarantees, financial leasing, and other forms in accordance with the regulations of the State Bank:

1. The Investment and Development Bank provides loans to organizations and individuals in the following forms:

a) Short-term loans to meet capital needs for production, business, services, and living.

b) Medium and long-term loans to implement investment projects for production, business, services, and living.

c) Loans based on decisions of the Prime Minister when necessary.

2. The Investment and Development Bank carries out guarantee operations as follows:

a) Loan guarantees, payment guarantees, bid guarantees, performance guarantees, quality guarantees, completion guarantees, matching guarantees, and other types of bank guarantees for organizations and individuals in accordance with the regulations of the State Bank.

b) The Investment and Development Bank provides loan guarantees, payment guarantees, and other types of bank guarantees where the beneficiary is a foreign organization or individual.

3. The Investment and Development Bank discounts commercial bills and other short-term negotiable instruments for organizations and individuals; rediscounts commercial bills and other short-term negotiable instruments for other credit institutions.

4. The Investment and Development Bank conducts financial leasing activities through its affiliated leasing company and joint venture leasing companies between the Investment and Development Bank and foreign credit institutions in accordance with the law.

5. When conducting credit activities, the Investment and Development Bank has the following rights:

a) To request customers to provide complete and accurate information and documents proving their legal capacity, civil capacity, feasibility of business plans/investment projects/living service plans, current financial status, and financial capability, as well as related documents and materials regarding the purpose of using borrowed funds and other relevant documents before deciding to grant credit.

b) To refuse credit requests from customers if they lack the required procedures and conditions, if the investment projects or loan plans are not effective or do not comply with legal regulations.

c) To terminate credit provision and recover debts early upon discovering that customers have provided false information or violated contracts signed with the Investment and Development Bank.

d) To dispose of collateral assets of borrowing customers and assets of guarantors in fulfilling guarantee obligations to recover debts according to the Government Decree and other legal provisions on collateral of credit institutions.

e) To sue customers who violate credit contracts and guarantors who fail to fulfill or improperly fulfill their guarantee obligations according to the law.

f) To waive, reduce interest rates on loans, discounting, financial leasing, bank fees; extend debt repayment periods; buy and sell debts according to the regulations of the State Bank.

g) To restructure debts and apply measures to handle non-performing debts according to legal provisions.

h) Other rights stipulated by law and the State Bank concerning credit provision.

Article 8. Payment Services and Treasury Management

1- Opening Accounts

a) The Investment and Development Bank shall open deposit accounts at the State Bank's Trading Department and maintain the required minimum balance as prescribed by the State Bank; it shall also open deposit accounts at other banks as prescribed by the State Bank.

b) The Trading Departments and branches of the Investment and Development Bank shall open deposit accounts at the State Bank's branch located in the province or city where the trading department or branch is situated; they shall also open accounts at the headquarters of the Investment and Development Bank and other banks as prescribed by the Investment and Development Bank.

c) The Investment and Development Bank shall open accounts for domestic and foreign customers in accordance with the law.

2- The Investment and Development Bank shall provide payment services and treasury management as follows:

a) Providing payment instruments;

b) Provide domestic and international payment services;

c) Provide collection and disbursement services;

d) Provide cash receipt and payment services for customers;

đ) Provide other payment services as prescribed by the State Bank.

3- The Investment and Development Bank shall organize its internal payment system, participate in the inter-bank payment system within the country, and join international payment systems as prescribed by the State Bank.

Article 9. Other Activities

1- The Investment and Development Bank shall carry out the following other activities:

a) Use capital stock and reserve funds to invest in and purchase shares of enterprises and other credit organizations in accordance with the law;

b) Invest with credit organizations and foreign investors to establish joint ventures in Vietnam and abroad in banking, insurance, and other fields as prescribed by the law;

c) Participate in the money market as prescribed by the State Bank;

d) Engage in foreign exchange and gold trading on domestic and international markets as prescribed by the State Bank;

đ) Carry out foreign currency and Vietnamese dong securities buying and selling transactions in accordance with international practices and current legal regulations;

e) Entrust, accept entrustment, act as agent in banking activities and related fields, including managing assets and investments of organizations and individuals both domestically and internationally under entrustment and agency contracts;

g) Directly participate in the securities market and engage in securities trading through the affiliated Securities Company of the Investment and Development Bank in compliance with securities laws;

h) Act as insurance agent, provide insurance services; establish affiliated or joint venture companies to engage in insurance business in accordance with the law;

i) Provide the following services:

- Financial and monetary advisory services for customers either directly or through affiliated companies established in accordance with the law;

- Safekeeping and storage of valuable items, securities, safe deposit box rental, pawnbroking, and other services as prescribed by the law;

k) Establish an affiliated company for debt management and asset exploitation to take over, manage, exploit, and sell customer assets used to settle bank debts and other activities as prescribed by the law;

l) Directly engage in other businesses or establish affiliated companies to conduct such businesses related to banking activities as prescribed by the law;

m) Perform other tasks assigned by the Government and the State Bank;

2- The Investment and Development Bank shall not directly engage in real estate business.

Article 10. Requirements for Safety in Business Operations

Clause 1. The business operations of monetary transactions and services of the Investment and Development Bank shall comply with the regulations on limitations to ensure safety in operations as stipulated in Section 5 of Chapter III of the Law on Credit Institutions and as prescribed by the State Bank.

Clause 2. The Investment and Development Bank may proactively apply measures for capital preservation and development, risk reserves for banking activities, inventory write-down reserves, and securities write-down reserves in accordance with the provisions of the law.

Article 11. Application of International Treaties and Customary International Law in Banking Activities

Clause 1. The Investment and Development Bank shall apply international treaties related to banking activities that the Socialist Republic of Vietnam has signed or joined.

Clause 2. The Investment and Development Bank may agree with customers to apply relevant customary international law in banking activities if such customs do not contravene the laws of the Socialist Republic of Vietnam.

Chapter 3:

ORGANIZATIONAL STRUCTURE, MANAGEMENT, OPERATIONS, AND SUPERVISION OF THE INVESTMENT AND DEVELOPMENT BANK

Chapter I: ORGANIZATIONAL STRUCTURE

Article 12. Organizational System

The Investment and Development Bank shall be organized under a unified system (see attached diagram 1), including:

1- Head office.

Clause 2. Trading branches, first-level branches (referred to as first-level branches); representative offices both domestically and internationally, public service units, and subsidiaries of the Investment and Development Bank;

A list of trading branches, first-level branches, representative offices, public service units, and subsidiaries of the Investment and Development Bank up to the date of issuance of these Articles is recorded in the attached appendix. This list will be amended and supplemented when there are mergers, spin-offs, dissolutions, or new establishments in accordance with the law.

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

Clause 4. Transaction offices, savings funds dependent on trading branches, first-level branches, and second-level branches.

Article 13. Organizational Structure and Management System of the Head Office

The organizational structure and management system at the head office (see attached diagram 2) includes:

1- Board of Directors and supporting staff.

2- Supervisory Board.

Clause 3. General Director and supporting staff.

4- Internal inspection and audit system.

Article 14. Supporting Staff of the General Director

Clause 1. Deputy General Directors.

2- Chief Accountant.

Clause 3. Specialized and operational departments.

Clause 4. Internal Audit Board.

Article 15. Organizational Structure of Trading Branches, First-Level Branches, and Second-Level Branches

The organizational structure of trading branches, first-level branches, and second-level branches (see attached diagram 3) includes:

Clause 1. Director.

Clause 2. Deputy Directors.

Clause 3. Head of Accounting Department.

Clause 4. Specialized and operational departments.

Clause 5. Transaction offices and savings funds.

6- Internal Inspection and Audit Team.

Article 16. Organizational Structure of Public Service Units and Representative Offices

The organizational structure and management system of public service units and representative offices of the Investment and Development Bank shall be regulated by the Board of Directors of the Investment and Development Bank in accordance with the law.

Article 17. Organizational Structure of Subsidiaries

The organizational structure and management system of subsidiaries of the Investment and Development Bank shall be implemented in accordance with the Government's regulations for each type of subsidiary permitted to be established.

Chapter II: BOARD OF DIRECTORS AND SUPERVISORY BOARD

Article 18. Governance of the Investment and Development Bank

The governance of the Investment and Development Bank is the Board of Directors. The Governor of the State Bank appoints, dismisses positions on the Board of Directors, and rewards or disciplines members of the Board of Directors.

Article 19. Board of Directors and Members of the Board of Directors

1. The Board of Directors consists of 7 members, including dedicated members and兼任成员，其中至少有5名是专职成员。兼任成员不得担任国家机关领导职务。

2. The Chairman of the Board of Directors, members appointed as General Manager, and members assigned as Head of Supervisory Board are dedicated members.

3. Members of the Board of Directors must be individuals with prestige, professional ethics, and knowledge of banking operations, not falling under the categories specified in Article 40 of the Law on Credit Institutions.

4. The Chairman and other members of the Board of Directors may not delegate their duties and powers to non-members of the Board of Directors.

5. The Chairman of the Board of Directors shall not concurrently serve on the Board of Directors or manage another credit institution, except where such institution is a subsidiary of the Investment and Development Bank.

6. The Chairman of the Board of Directors shall not concurrently hold the positions of General Manager or Deputy General Manager of the Investment and Development Bank.

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

Article 20. Duties and Powers of the Board of Directors

1. Manage the Investment and Development Bank in accordance with the Law on Credit Institutions, Government Decrees on the organization and operation of commercial banks, this Charter, and other relevant laws, aiming to effectively manage, utilize, preserve, and develop capital entrusted by the State, including joint venture equity contributions, equity contributions to credit institutions, and other economic organizations.

2. Formulate business policies, management strategies, plans, and development directions for the Investment and Development Bank in line with its overall objectives.

3. Accept capital and other resources allocated by the State.

4. Submit to the Governor of the State Bank for approval:

a) Amendments and supplements to the Charter regarding the organization and operation of the Investment and Development Bank;

b) Establishment of subsidiaries;

c) Approval of the establishment of trading offices, first-level branches, representative offices both domestically and internationally (hereinafter referred to as representative offices), and affiliated units of the Investment and Development Bank;

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

d) Approval of mergers, acquisitions, consolidations, spin-offs, dissolutions of the Investment and Development Bank, trading offices, first-level branches, representative offices, subsidiaries, and affiliated units;

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

g) Appointment and dismissal of the Chairman and members of the Board of Directors, General Manager, Deputy General Manager, and Chief Accountant of the Investment and Development Bank;

h) Approval of appointments and dismissals of Heads and members of the Supervisory Board;

i) Approval of independent audit organizations to audit the activities of the Investment and Development Bank.

5. Decide on the appointment, dismissal, commendation, and disciplinary actions for the Chairman, General Managers of subsidiaries, trading offices, first-level branches, affiliated units, and representative offices, except where otherwise provided by law for subsidiaries.

6. Determine the organizational structure of the management and operational headquarters, including dedicated assistance departments of the Board of Directors; organizational structures of trading offices, branches, representative offices, subsidiaries, and affiliated units.

7. Issue regulations:

a) Operation rules of the Board of Directors and the Supervisory Board;

b) Charters and operation rules of subsidiaries, trading offices, first-level branches, representative offices, and affiliated units;

c) Regulations on internal inspection and auditing activities in accordance with the law;

d) Rules and provisions on delegation, authorization, and limits for the General Manager's operations in capital raising, lending, guarantees, and economic obligations of the Investment and Development Bank;

e) Other internal management regulations, including management of equity contributions from the Investment and Development Bank to other organizations, detailed guidelines for implementing state and State Bank regulations on banking operations.

8. Set interest rates, exchange rates, commission rates, fees, bonus levels, and penalties for customers in accordance with the law.

9. Approve proposals from the General Manager regarding:

a) Capital allocation plans and other resources for subsidiaries;

b) Business operation plans, post-tax profit utilization plans, annual fund usage plans as prescribed by law;

c) Long-term and annual business plans: capital raising, financial, construction, human resource development, technology development plans.

10. Approve the annual consolidated financial statements and settlement reports of the Investment and Development Bank.

11. Decide on equity investments and share purchases in enterprises and other credit institutions, excluding joint ventures with foreign investors; decide on significant economic contracts exceeding the authorized delegation level for the General Manager.

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

Article 21. Duties and Authorities of Board of Directors Members

1. The Chairman of the Board of Directors shall have the following duties:

a) To be responsible for all activities of the Board of Directors, to organize the assignment of tasks to members to perform the duties and authorities of the Board of Directors.

b) To represent the Board of Directors together with the General Director in receiving capital and other resources assigned by the State to the Investment and Development Bank.

c) To sign documents within the authority of the Board of Directors to submit to the Governor of the State Bank, relevant agencies. Documents signed by the Chairman of the Board of Directors shall bear the seal of the Investment and Development Bank.

d) To sign resolutions and decisions on organizational staff matters, business operations, and issuance (or approval) of documents within the authority of the Board of Directors.

đ) To convene, chair, and assign Board of Directors members to prepare contents for Board of Directors meetings.

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

2. The duties and authorities of other Board of Directors members shall be assigned by the Chairman of the Board of Directors in accordance with the activities of the Investment and Development Bank and the working conditions of each member.

Article 22. Supporting Staff of the Board of Directors

1. The Board of Directors shall have a dedicated supporting unit with no more than five specialists. The Chairman of the Board of Directors decides the number of dedicated Board of Directors staff; selects, replaces, and appoints positions within the supporting staff structure.

2. Departments and offices at the headquarters shall fulfill advisory and supporting functions for the Board of Directors according to their assigned functions and responsibilities.

3. The Board of Directors shall establish a Supervisory Board to inspect and monitor the activities of the Investment and Development Bank.

Article 23. Working Regime of the Board of Directors

1. The Board of Directors operates under a collective regime; it meets regularly once a month to consider and decide issues within its authority and responsibility. When necessary, the Board of Directors may hold extraordinary meetings upon the proposal of the Chairman of the Board of Directors, the Head of the Supervisory Board, the General Director, or more than 50% of Board of Directors members.

2. The Chairman of the Board of Directors shall convene and chair all Board of Directors meetings; in case of absence, the Chairman shall delegate another member of the Board of Directors to convene and chair the meeting.

3. Board of Directors meetings are considered valid when at least two-thirds of members are present. Meeting documents must be sent to Board of Directors members and invited representatives at least five days before the meeting date; in special cases, documents can be sent immediately before or during the meeting, provided that the relevant departments have reasonable preparation time.

Regular or emergency Board of Directors meetings shall be recorded in minutes and signed by all attending Board of Directors members. The minutes of Board of Directors meetings serve as the basis for the Chairman of the Board of Directors to sign documents, resolutions, and decisions.

Resolutions and decisions of the Board of Directors must be approved by more than 50% of total Board of Directors members. In case of equal votes, the final decision belongs to the side with the opinion of the Chairman of the Board of Directors.

A Board of Directors member who disagrees with a resolution or decision of the Board of Directors has the right to reserve his/her opinion and report to the competent state agency; during the period without a decision from the competent state agency, he/she still must comply with the resolution or decision of the Board of Directors. The reserved opinion shall be documented in writing with the signature of the person reserving it and stored alongside the related resolution or decision of the session.

4. For matters related to the management functions of Ministries, sectors, and provinces/cities, the Board of Directors must invite authorized representatives of these Ministries, sectors, and local governments to attend; if the matter concerns the rights and obligations of bank employees, representatives of the Trade Union sector must be invited. Representatives of the invited agencies have the right to speak but not to vote.

5. Resolutions and decisions of the Board of Directors are binding on the entire Investment and Development Bank and shall be guided and implemented by the General Director.

6. The General Director of the Investment and Development Bank, Chairmen, Directors of affiliated companies, branch directors, enterprise units, and representative offices shall be responsible for providing and reporting information about the activities of the Investment and Development Bank according to regulations issued by the Board of Directors.

7. Board of Directors members shall be responsible for protecting confidential information according to confidentiality regulations, even after ceasing to hold office or transferring to another agency.

8. Operating costs of the Board of Directors, the Supervisory Board, including salaries and allowances for Board of Directors members, Supervisory Board members, and supporting staff shall be included in the management expenses of the Investment and Development Bank.

The General Director ensures the conditions and means of work for the Board of Directors and the Supervisory Board.

Article 24. Members of the Supervisory Board

1- The Supervisory Board shall have a minimum of five members, at least half of whom must be full-time; one member shall be nominated by the Minister of Finance, and another member shall be nominated by the Governor of the State Bank of Vietnam. The number of members of the Supervisory Board shall be decided by the Board of Directors.

2- The Chairman of the Supervisory Board shall be a member of the Board of Directors appointed by the Board of Directors. Other members of the Supervisory Board shall be appointed and relieved from duty by the Board of Directors. The Chairman and other members of the Supervisory Board must be approved by the Governor of the State Bank of Vietnam.

3- Members of the Supervisory Board shall not belong to the categories specified in Article 40 of the Law on Credit Institutions, and shall meet the requirements for professional qualifications and occupational ethics as prescribed by the State Bank of Vietnam.

Article 25. Duties and Powers of the Supervisory Board

1- To inspect the financial activities of the Investment and Development Bank; supervise compliance with accounting systems and the operations of the internal audit system of the Investment and Development Bank.

2- To review the annual financial reports of the Investment and Development Bank; to examine specific issues related to the financial activities of the Investment and Development Bank when deemed necessary or as decided by the Board of Directors.

3- To regularly report to the Board of Directors on the results of financial activities.

4- To report to the Board of Directors on the accuracy, truthfulness, and legality of record-keeping, retention of vouchers, and preparation of bank accounting books and financial reports; the operations of the internal audit system of the Investment and Development Bank.

5- To propose additional, amended, or improved measures for the financial activities of the Investment and Development Bank in accordance with the law.

6- To utilize the internal audit system of the Investment and Development Bank to perform their duties.

7- Other duties and powers as prescribed by law.

Chapter III: GENERAL DIRECTOR AND ASSISTANT ORGANIZATION

Article 26. Management Authority

The management of the Investment and Development Bank's operations is conducted by the General Director, who is assisted by Deputy General Directors, Chief Accountant, and specialized departments and divisions.

Article 27. Legal Representative and Management Responsibility

The General Director of the Investment and Development Bank is the legal representative of the Investment and Development Bank, accountable to the Board of Directors and to the law for daily management activities according to the duties and powers stipulated in Article 31 of this Charter.

Article 28. Deputy General Directors

Deputy General Directors assist the General Director in managing one or more areas of activity of the Investment and Development Bank as assigned by the General Director and are responsible to the General Director and to the law for the tasks assigned by the General Director.

Article 29. Qualifications of General Director and Deputy General Directors

The General Director and Deputy General Directors of the Investment and Development Bank shall not belong to the categories specified in Article 40 of the Law on Credit Institutions, shall reside in Vietnam during their tenure, and shall possess the professional qualifications and banking management capabilities as prescribed by the State Bank of Vietnam.

Article 30. Authority to appoint General Directors and Deputy General Directors

The General Director and Deputy General Director of the Vietnam Investment and Development Bank shall be appointed, dismissed, and rewarded or disciplined upon the proposal of the Board of Directors by the Governor of the State Bank of Vietnam.

Article 31. Duties and powers of the General Director

1. Together with the Chairman of the Board of Directors, sign to receive capital and other resources assigned by the State for management and use according to business objectives and tasks. Allocate capital and other resources to subsidiaries according to plans approved by the Board of Directors.

2. Submit to the Board of Directors:

a) Amendments and supplements to the Charter of the Vietnam Investment and Development Bank;

b) Establishment of subsidiaries;

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

d) Decisions on the organizational structure of the management and operation at headquarters; organizational structure of the operation of trading offices, branches, representative offices, and public service units;

đ) Appointments, dismissals of Deputy General Directors, Chief Accountants; Directors of trading offices, branches, representative offices, and public service units;

e) Issuance of charters regarding the organization and operation of subsidiaries, regulations regarding the organization and operation of trading offices, branches, representative offices, and public service units;

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

h) Regulations on interest rates, exchange rates, commission ratios, fees, and penalty amounts for customers as prescribed by law;

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

k) Plans for division, separation, merger, consolidation, dissolution of trading offices, branches, representative offices, subsidiaries, and public service units of the Vietnam Investment and Development Bank;

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

m) Selection of independent auditing organizations to audit the activities of the Vietnam Investment and Development Bank;

n) Consolidated financial reports and annual settlement statements of the Vietnam Investment and Development Bank;

o) Issuance of detailed guidelines for implementing state policies and systems concerning banking operations as stipulated by the State Bank of Vietnam;

3. Appoint, dismiss, transfer, reward, and discipline Heads and Deputy Heads of specialized departments and divisions at the headquarters of the Vietnam Investment and Development Bank; Deputy Directors of representative offices, Deputy Directors, Heads of accounting departments, Internal Audit Team Leaders of trading offices, branches, public service units, and subsidiaries of the Vietnam Investment and Development Bank, and other positions as prescribed by law or operational regulations of the Board of Directors within the authority of the General Director.

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

5. Direct the operations of the Vietnam Investment and Development Bank; decide issues related to its business activities in accordance with laws, resolutions, and decisions of the Board of Directors; bear responsibility for the business results of the Vietnam Investment and Development Bank.

6. Represent the Vietnam Investment and Development Bank in international relations, litigation, disputes, dissolution, and bankruptcy proceedings.

7. Be authorized to take measures exceeding his authority in emergency situations (natural disasters, enemy threats, fires, accidents), and bear responsibility for such decisions, subsequently reporting immediately to the Board of Directors, the State Bank of Vietnam, and other competent state agencies for further resolution.

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

9. Report to the Board of Directors, the State Bank of Vietnam, and other competent state agencies as prescribed by law on the results of business operations of the Vietnam Investment and Development Bank.

10. Other rights and duties as prescribed by law and regulations of the Board of Directors.

Article 32. Chief Accountant

The Chief Accountant of the Investment and Development Bank shall be appointed and relieved from duty by the Governor of the State Bank upon the proposal of the Board of Directors and after reaching an agreement with the Ministry of Finance. The Chief Accountant assists the General Director in directing the accounting and statistical work of the Investment and Development Bank in accordance with the provisions of the law.

Article 33. Departments and Divisions

Professional departments and divisions at the headquarters have the function of advising and assisting the Board of Directors and the General Director in managing and operating the business of the Investment and Development Bank; they perform the functional management of specialized activities according to the classification assigned by the General Director. The organizational structure, functions, and tasks of each division or specialized department are decided by the Board of Directors based on the proposal of the General Director.

Chapter IV: INTERNAL AUDIT SYSTEM

Article 34. Internal Audit System

1\. The dedicated internal audit system (referred to collectively as the internal audit system) under the operational machinery of the General Director from the headquarters to trading offices, branches, representative offices, subsidiaries, and affiliated units has the responsibility to assist the General Director in ensuring smooth, safe, and lawful operation of all business activities of the Investment and Development Bank.

2\. The internal audit system and its internal audit staff (internal auditors) operate independently in their activities towards business units, trading offices, branches, representative offices, subsidiaries, and affiliated units, and are independent in evaluating, concluding, and recommending during audits. Individuals within the internal audit system do not concurrently hold other positions within the Investment and Development Bank.

3\. The internal audit and auditing system operates in accordance with the Regulation on the Organization and Operation of Internal Auditing issued by the Board of Directors.

Article 35. Internal Auditors

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

1\. Understanding of laws and proficiency in assigned business operations.

2\. A bachelor's degree in banking, economics, or financial accounting.

3\. At least three years of experience working in a bank.

Article 36. Tasks of the Internal Audit Organization

1\. Regularly inspecting compliance with laws, regulations of the State Bank, and internal regulations according to the internal audit charter and procedures; directly inspecting business operations across all areas at the headquarters, trading offices, branches, representative offices, subsidiaries, and affiliated units.

2\. Auditing business operations periodically or by sector to accurately assess the business results and financial status of the Investment and Development Bank.

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

4\. Other tasks as stipulated in the Regulation on the Organization and Operation of Internal Auditing and the General Director's directives.

Article 37. Powers of the Internal Audit Organization

1\. Requesting business units and personnel directly involved in business operations to explain their work, present directive documents, vouchers, ledgers, and related materials (if necessary) to facilitate inspections or audits.

2\. Proposing the General Director (at the headquarters) or the Branch Manager (at trading offices, branches, representative offices, affiliated units, subsidiaries) to establish inspection teams for periodic or ad hoc inspections and audits.

3\. The Head of the Internal Audit Department at the headquarters has the right to attend meetings convened by the General Director and to be invited to relevant Board of Directors meetings; the Heads of Internal Audit Teams at trading offices, branches, representative offices, subsidiaries, and affiliated units have the right to attend meetings convened by the Branch Manager.

4\. Recommending the General Director or Branch Manager to handle, within their authority, units or individuals who violate laws and regulations of the Investment and Development Bank.

5\. Other rights as stipulated in the Regulation on the Organization and Operation of Internal Auditing and the General Director's directives.

Chapter 4:

SUBSIDIARIES AND AFFILIATED COMPANIES OF THE INVESTMENT AND DEVELOPMENT BANK

Article 38. Affiliated Units

The trading office, branch, representative office, and non-profit unit shall be established in areas necessary for the business operations of the Vietnam Development Bank. The establishment, opening, and termination of trading offices, branches, representative offices, and non-profit units shall be carried out in accordance with the regulations of the State Bank.

1. The trading office is an affiliated unit of the Vietnam Development Bank, having its own seal, and is responsible for performing part of the activities of the Vietnam Development Bank and certain functions related to branches under the authorization of the Vietnam Development Bank.

2. The first-level branch is an affiliated unit of the Vietnam Development Bank, having its own seal, and is responsible for performing part of the activities of the Vietnam Development Bank under the authorization of the Vietnam Development Bank.

3. The second-level branch is an affiliated unit of the first-level branch, having its own seal, and is responsible for performing part of the activities of the first-level branch under the authorization of the first-level branch and through the delegation mechanism of the General Director.

4. The representative office of the Vietnam Development Bank is an affiliated unit, having its own seal, and is responsible for representing the Vietnam Development Bank under its authorization. The representative office does not engage in business activities.

5. The non-profit unit of the Vietnam Development Bank is an affiliated unit, having its own seal, and is responsible for conducting research on banking technology application, training and technical skills for employees of the Vietnam Development Bank, and performing other tasks assigned by the Vietnam Development Bank in accordance with the law.

6. The organizational structure, functions, responsibilities, powers, and obligations of the trading office, branches, representative offices, and non-profit units shall be detailed in the Charter regarding the organization and operation of such units and other mechanisms of the Vietnam Development Bank.

Article 39. Subsidiaries

1. The Vietnam Development Bank has subsidiaries operating domestically and internationally in certain financial, banking, and insurance sectors as prescribed by the Government.

2. The subsidiary established by the Vietnam Development Bank, which holds 100% of the charter capital, is an independent economic accounting entity, possessing legal personality, and is liable for its debts and commitments within the scope of state-owned capital managed and utilized by the company; it has autonomy in business operations and financial management within the limits determined by the Vietnam Development Bank; it is subject to the control of the Vietnam Development Bank in terms of organization, personnel, and finance, as specified in the Charter regarding the organization and operation of such subsidiary and other regulations of the Vietnam Development Bank.

Chapter 5:

FINANCE, ACCOUNTING, REPORTING, AND AUDIT FOR THE VIETNAM DEVELOPMENT BANK

PART I: FINANCE

Article 40. Financial System

The Vietnam Development Bank implements the financial system in accordance with the Government's regulations and the guidance of the Ministry of Finance.

The Chairman of the Board of Directors and the General Director of the Vietnam Development Bank are responsible under the law and before state management agencies for complying with the financial system of the Vietnam Development Bank.

Article 41. Operating Capital

The operating capital of the Investment and Development Bank includes the following sources:

1- Charter capital.

2- Investment capital for construction and acquisition of assets provided by the State.

3- Differences arising from asset revaluation and exchange rate differences.

4- Funds: Additional charter capital reserve fund, business development investment fund, financial reserve fund, unemployment assistance reserve fund, reward fund, welfare fund, and other funds established in accordance with the provisions of the law.

5- Undistributed profits retained.

6- Mobilized capital: Implemented according to the forms prescribed in Article 6 of this Charter.

7- Other types of capital as prescribed by law.

Article 42. Use of Capital

The Investment and Development Bank has the right to:

1- Use its operating capital proactively to serve business operations, construction investment, and acquisition of fixed assets in accordance with the provisions of the law.

2- Adjust the capital structure and assets to serve the development of activities in accordance with the provisions of the law.

3- Transfer capital and assets between affiliated companies.

Article 43. Establishment of Funds

The Investment and Development Bank shall establish funds in accordance with the current financial regulations for credit organizations:

1- Additional charter capital reserve fund.

2- Financial reserve fund.

3- Business development investment fund.

4- Unemployment assistance reserve fund.

5- Reward fund.

6- Welfare fund.

7- Other funds in compliance with the provisions of the law.

Article 44. Financial Autonomy

1-The Investment and Development Bank is financially autonomous, bears responsibility for its own business operations, and fulfills its obligations and commitments in accordance with the provisions of the law.

2- Within 120 days from the end of the fiscal year, the Investment and Development Bank publicly discloses its financial report in accordance with the provisions of the law.

PART II: ACCOUNTING AND REPORTING

Article 45. Accounting and Statistical System

1- The Investment and Development Bank implements the accounting and statistical system in accordance with the provisions of the law.

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

3- The Investment and Development Bank conducts accounting based on the system of accounts prescribed by the State Bank.

Article 46. Financial Reporting System

1- The Investment and Development Bank implements the financial reporting system in accordance with the provisions of the law on accounting, statistics, and regular business activity reports as prescribed by the Governor of the State Bank.

2- In addition to regular reports, the Investment and Development Bank immediately reports to the State Bank in the following cases:

a) Abnormal developments in business activities that may seriously affect the bank's business situation.

b) Significant organizational changes.

3- Within 90 days from the end of the fiscal year, the Investment and Development Bank submits annual reports to the State Bank in accordance with the provisions of the law.

PART III: AUDIT OF THE BANK

Article 47. Audit

1- At least 30 days before the end of the fiscal year, the Investment and Development Bank selects an independent auditing organization to audit its financial statements or its activities. Such auditing organization must be approved by the State Bank.

2- The audit of the Investment and Development Bank's activities is conducted in accordance with the Law on Credit Organizations, laws on independent auditing, and guidelines issued by the State Bank.

Chapter 6:

SPECIAL CONTROL, BANKRUPTCY, DISSOLUTION, AND LIQUIDATION OF THE INVESTMENT AND DEVELOPMENT BANK

Article 48. Special Supervision

1- In cases where the Investment and Development Bank is at risk of being unable to meet its customers' payment obligations, the Investment and Development Bank shall immediately report to the State Bank on the current financial status, causes, and measures already taken or planned to be taken to address the situation.

2- The Investment and Development Bank may be placed under special supervision by the State Bank in the following circumstances:

a) Risk of inability to pay;

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

c) Accumulated losses of the Bank exceed 50% of the total subscribed capital and reserves.

Article 49. Special Loan Arrangements

In urgent situations, to ensure the ability to pay customer deposits,

the Investment and Development Bank may receive special loans from the Deposit Insurance Corporation of Vietnam, the State Bank, or other credit institutions. Special loans from the State Bank or other credit institutions will be prioritized for repayment before all other debts of the Investment and Development Bank.

Article 50. Bankruptcy

Bankruptcy proceedings shall be carried out in accordance with Article 98 of the Law on Credit Institutions and other relevant laws.

Article 51. Dissolution of the Investment and Development Bank

1- The Investment and Development Bank shall be dissolved in the following cases:

a) The State deems it unnecessary to maintain;

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

2- The Governor of the State Bank decides on dissolution and establishes a Liquidation Committee for the Investment and Development Bank.

Article 52. Liquidation of the Investment and Development Bank

1- In cases where the Investment and Development Bank is declared bankrupt, the liquidation of the Investment and Development Bank shall be carried out in accordance with the law on enterprise bankruptcy.

2- Upon dissolution pursuant to Article 51 of this Charter, the Investment and Development Bank shall immediately proceed with liquidation under the supervision of the State Bank.

3- All costs related to liquidation shall be borne by the Investment and Development Bank.

Chapter 7:

INFORMATION AND CONFIDENTIALITY OF THE INVESTMENT AND DEVELOPMENT BANK

Article 53. Rights and Obligations in Exchange and Provision of Information by the Investment and Development Bank

1- The Investment and Development Bank shall provide periodic information to account holders about transactions and balances on their accounts at the Investment and Development Bank.

2- The Investment and Development Bank may exchange information with other credit institutions regarding banking activities and customers.

3- The Investment and Development Bank has the obligation to provide the State Bank with information related to lending to customers as requested by the State Bank, and the State Bank provides information related to the banking activities of customers associated with the Investment and Development Bank.

Article 54. Confidentiality of Information

1- Employees of the Investment and Development Bank and those related parties shall not disclose state secrets and business secrets of the Investment and Development Bank that they know.

2- The Investment and Development Bank has the right to refuse requests from organizations or individuals for the provision of information related to customer deposits, assets, and the operations of the Investment and Development Bank, except when required by competent state authorities in accordance with the law or with the consent of the customer.

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

Chapter 8:

IMPLEMENTING PROVISIONS

Article 55. Scope of Application

These Bylaws apply to the Investment and Development Bank. All individuals and units within the Investment and Development Bank are responsible for implementing these Bylaws.

Article 56. Amendments and Supplements

1. Based on these Bylaws and relevant current laws, the Investment and Development Bank decides to amend, supplement, or replace the existing Bylaws regarding the organizational structure and operations of affiliated companies, the operational regulations of branch offices at all levels, trading departments, and representative offices of public service units. The Bylaws or operational regulations of those units must not conflict with these Bylaws.

2. Amendments and supplements to these Bylaws shall be decided by the Board of Directors of the Investment and Development Bank and become effective after approval by the Governor of the State Bank.