Decree No. 95/2025/NĐ-CP on the organization and operation of the Vietnam Development Bank

DECREE

Regulations on the organization and operation of the Vietnam Development Bank

Pursuant to the Government Organization Law on February 18, 2025;

Pursuant to the Law on Credit Institutions dated January 18, 2024;

At the proposal of the Minister of Finance;

The Government promulgates this Decree to regulate the organization and operation of the Vietnam Development Bank.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

This Decree regulates the organization and operation of the Vietnam Development Bank (hereinafter referred to as the Development Bank).

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

a) The Development Bank;

b) State management agencies;

c) Other relevant organizations and individuals.

Article 2. Interpretation of Terms

In this Decree, the following terms shall be understood as follows:

1. The management personnel of the Development Bank includes the General Director, Deputy General Directors, Chief Accountant, Heads of affiliated units, and other equivalent positions as stipulated by the Board of Directors in the internal regulations of the Development Bank.

2. Affiliated units of the Development Bank include departments, centers, offices, and sections at the headquarters of the Development Bank.

3. Subordinate units of the Development Bank include trading branches, branches in some provinces, centrally governed cities, and regions, and other subordinate units.

Article 3. Name and place of business of the Development Bank

1. Name:

a) Vietnamese name: Vietnam Development Bank;

b) International transaction name: Vietnam Development Bank;

c) Abbreviation: VDB.

2. Place of business: The Development Bank has its main office located in Hanoi; it also has trading branches, branches in some provinces, centrally governed cities, and regions, and other subordinate units.

Website: www.vdb.gov.vn

Article 4. Legal status, legal personality, and legal representative

1. The Development Bank is a policy bank established by the Prime Minister and operates according to the Law on Credit Organizations, this Decree, and relevant laws.

2. The Development Bank has legal personality, registered capital, and seals as prescribed by law.

3. The legal representative of the Development Bank is the General Director.

Article 5. Principles, objectives of operations, and assurance of operations

1. Principles and objectives of operations

The Development Bank operates without profit-making objectives to implement the economic and social policies of the State as prescribed by law.

2. Assurance of operations

a) The State guarantees the payment capacity of the Development Bank; it provides interest rate subsidies and management fees, and exempts the bank from taxes and other national budget payments as prescribed by law;

b) The Development Bank is not required to maintain reserve requirements and does not need to participate in deposit insurance.

Article 6. Shareholder and state shareholder representative of the Development Bank

1. The State is the owner of the Development Bank. The Government uniformly manages the performance of the duties and powers of the state shareholder towards the Development Bank.

2. The Prime Minister directly performs the rights and responsibilities of the state shareholder as prescribed in this Decree.

3. The Ministry of Finance performs certain rights and responsibilities of the state shareholder as prescribed in this Decree.

4. The Board of Directors is the direct representative body of the state shareholder at the Development Bank, performing the duties and powers of the state shareholder as prescribed in this Decree.

Article 7. Registered Capital of the Development Bank

1. The registered capital of the Development Bank is provided by the State budget and supplemented from the State budget and other lawful financial sources as prescribed by law.

2. The supplementation of the registered capital of the Development Bank is carried out according to the provisions of the law on the financial management mechanism of the Development Bank.

Article 8. Responsibilities of the Development Bank

1. Managing and using the capital and assets entrusted by the State to the Development Bank; ensuring the safety and preservation of capital and assets in accordance with this Decree and relevant laws.

2. Fully repaying principal and interest on time for the capital that the Development Bank mobilizes in accordance with its commitments.

3. Adhering to regulations on inspection, audit, and examination by competent state management agencies as prescribed by law.

4. Organizing operations in accordance with approved strategic plans and annual, medium-term, and long-term operational plans.

5. Implementing public and transparent reporting on activities and finances; complying with statistical reporting requirements with competent authorities as prescribed by law.

6. Implementing measures to ensure the safety of capital and assets as prescribed by law.

7. Fulfilling other responsibilities as prescribed in this Decree and relevant laws.

Article 9. Rights of the Development Bank

1. Opening settlement accounts and conducting deposit transactions at the State Bank of Vietnam, the State Treasury, domestic and foreign commercial banks in accordance with the law; opening accounts for domestic and foreign customers in accordance with the law.

2. Borrowing rediscount funds from the State Bank of Vietnam in accordance with the law.

3. Contributing capital to establish enterprises based on approval of the Prime Minister's policy.

4. Requesting customers to provide documents related to borrowing, usage of capital, and guarantees to fulfill obligations to the Development Bank for project evaluation, financial plans, business plans, repayment plans, and customer capacity assessment.

5. Leasing, mortgaging, or pledging assets under the Development Bank’s control and ownership in accordance with the law.

6. Proposing tax authorities, customs offices, credit institutions, and other organizations and units responsible for information management and collection to provide information about customers involved in banking activities with the Development Bank as prescribed by relevant laws.

7. Inspecting and supervising the use of borrowed capital and repayment by customers. The right to terminate agreements with customers, recover debts ahead of schedule, and demand compensation for any resulting damages if it is found that customers have provided false information, breached contracts, or violated laws.

8. Initiating legal actions against customers or guarantors who breach contracts in accordance with the law.

9. When the debt repayment period expires, if there is no other agreement and the customer cannot repay the debt, the Development Bank has the right to dispose of collateral assets to recover the debt in accordance with the law.

10. Handling risks during operations in accordance with the law.

11. Other rights as prescribed by law.

Article 10. Reorganization and Dissolution of the Development Bank

1. The Development Bank may reorganize through division, separation, merger, consolidation, or conversion of legal form.

2. The Development Bank shall be dissolved when its operating term as stipulated in the Prime Minister's decision to establish the Development Bank expires without extension granted by the Prime Minister.

3. Procedures and documentation for reorganization and dissolution of the Development Bank shall be applied according to the provisions for credit institutions as prescribed in the Law on Credit Institutions.

Article 11. Activities of political organizations and socio-political organizations in the Development Bank

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

2. Trade union organizations and other socio-political organizations in the Development Bank operate in accordance with the Constitution, laws of the Socialist Republic of Vietnam, and their respective charters, consistent with legal provisions.

3. The Development Bank creates favorable conditions for Party organizations and socio-political organizations to operate within the bank; respects and facilitates employees' participation in these organizations.

Chapter II

ORGANIZATIONAL STRUCTURE OF THE MANAGEMENT OF THE DEVELOPMENT BANK

Article 12. Organizational structure of management

The organizational structure of management of the Development Bank includes:

1. Board of Directors.

2. Supervisory Board.

3. General Director.

Section 1

BOARD OF DIRECTORS

Article 13. Board of Directors

1. Composition of the Board of Directors

a) The Chairman and members of the Board of Directors, with a maximum of five members, work on a full-time basis. The General Director of the Development Bank is a member of the Board of Directors;

b) The Chairman of the Board of Directors and the General Director of the Development Bank are appointed and relieved of duty by the Prime Minister; other members of the Board of Directors are appointed and relieved of duty by the Minister of Finance;

c) Criteria and conditions for appointment and relief of duty of Board of Directors members are stipulated in Articles 41, 42, 43, 45, 46, and 47 of the Law on Credit Organizations and any amending, supplementing, or replacing documents (if applicable).

2. Term of office of Board of Directors members

a) The term of office of Board of Directors members is five years and may be reappointed;

b) Board of Directors members may be relieved of duty, dismissed, or appointed as additional or replacement members.

3. The Board of Directors is responsible to the Government, the Prime Minister, and competent state agencies for performing assigned tasks and powers as prescribed in this Decree and related laws.

4. The Board of Directors uses the seal of the Development Bank to perform its duties.

Article 14. Duties and powers of the Board of Directors

1. Submit to the Ministry of Finance for reporting to the Prime Minister for consideration and decision on matters prescribed in Article 34 of this Decree.

2. Submit to the Ministry of Finance matters prescribed in Clause 2 of Article 35 of this Decree.

3. Issue internal regulations related to the organization, governance, and operation of the Development Bank including:

a) Regulations on the organization and operation of the Board of Directors and units under and affiliated with the Development Bank;

b) Operational regulations and other internal regulations within the authority of the Board of Directors.

4. Issue plans to implement strategic operations, medium-term and long-term operational plans of the Development Bank after approval by the Prime Minister.

5. Decide on annual operational plans and financial plans of the Development Bank.

6. Decide or delegate or authorize according to the law on the following matters:

a) Loans, credit guarantees, capital raising activities, and other activities as prescribed by law;

b) Risk management and loss handling in state policy credit lending, other loans, and credit guarantees within the authority of the Board of Directors as prescribed by law and risk management mechanisms at the Development Bank;

c) Basic construction investment, purchase, sale, lease, sublease, and repair of Development Bank assets as prescribed by law and financial management mechanisms for the Development Bank;

d) Capital reallocation for basic construction investment and fixed asset procurement; asset transfer between units within the Development Bank system;

đ) Other matters within the authority of the Development Bank's Board of Directors as prescribed by law.

7. Approve: Reports on operational status, final accounts, distribution of financial results, establishment and use of funds, and annual reports of the Development Bank as prescribed by the financial management mechanism for the Development Bank.

8. Decide on the selection of independent auditing organizations to audit the Development Bank's annual financial statements upon the General Director's recommendation.

9. Implement management rights and responsibilities regarding salaries and bonuses for the Development Bank as prescribed by the Government for policy banks.

10. Decide on capital contribution to establish enterprises; increases or decreases in the Development Bank's capital contributions to enterprises based on the Prime Minister's approval.

11. Decide on matters within the authority of the shareholder representative concerning the Development Bank's capital contributions to enterprises as prescribed by law and internal regulations of the Development Bank.

12. Decide on staffing for headquarters and subordinate units within the total staffing quota prescribed in Clause 2 of Article 35 of this Decree.

13. Decide on the number, composition, establishment, restructuring, dissolution of units under and affiliated with the Development Bank.

14. Decide on planning, transfer, rotation, appointment, reappointment, relief of duty, acceptance of resignation, commendation, disciplinary action, termination of employment, retirement, and other personnel matters for Deputy General Directors, Chief Accountants, positions under the Board of Directors' support staff, heads of subordinate units, and representatives managing the Development Bank's equity in enterprises upon the General Director's recommendation; internal audit departments and support departments of the Supervisory Board upon the Supervisory Board's recommendation.

15. Evaluate annual performance completion levels for Board of Directors members and report to the Ministry of Finance for evaluation as prescribed in Clause 2 of Article 35 of this Decree.

16. Evaluate annual performance completion levels for Deputy General Directors, Chief Accountants, and positions under the Board of Directors' management authority.

17. Appoint members of the Board of Directors (excluding the Chairman of the Board of Directors and the General Director), Deputy General Directors, Chief Accountants, Heads of units under and subordinate to the Development Bank for domestic assignments, study tours; overseas assignments, study tours, and personal matters abroad.

18. Supervise all activities of the Development Bank; monitor the implementation of resolutions, decisions, and other documents of the Board of Directors. Suspend, revoke, or annul documents and regulations of the Development Bank (except those issued by the Supervisory Board) that contravene resolutions, decisions, and other current documents of the Board of Directors.

19. Supervise and direct the General Director in the performance of assigned tasks.

20. Perform other duties and powers of the State Owner's Direct Representative at the Development Bank as prescribed by law.

Article 15. Duties and Powers of the Chairman of the Board of Directors

1. Issue programs and plans of activities of the Board of Directors.

2. Assign tasks to members of the Board of Directors. Direct and supervise members of the Board of Directors in performing assigned tasks and duties and powers delegated to them.

3. Convene and chair meetings of the Board of Directors as stipulated in this Decree.

4. On behalf of the Board of Directors, sign resolutions and decisions of the Board of Directors; sign documents submitted to competent authorities and handle matters within the duties and powers of the Board of Directors.

5. In case of absence, delegate in writing to another member of the Board of Directors to perform the rights and duties of the Chairman of the Board of Directors according to the division of responsibilities and delegation mechanism established by the Board of Directors.

6. Be responsible before the law and the Board of Directors for their own decisions.

7. Other duties and powers as prescribed in this Decree and relevant laws and delegation mechanisms of the Board of Directors.

Article 16. Duties and Powers of Members of the Board of Directors

1. Perform the duties and powers of members of the Board of Directors in accordance with the organizational and operational charter of the Board of Directors and the assignment by the Chairman of the Board of Directors.

2. Study and evaluate the situation, results of operations, and contribute to the orientation of development, proposals, and plans of activities of the Development Bank during each period.

3. Attend meetings of the Board of Directors, discuss and vote on all issues within the agenda of the meeting, except when abstaining from voting due to conflict of interest with that member. Be responsible before the law and the Board of Directors for their own decisions.

4. Propose the Chairman of the Board of Directors to convene extraordinary meetings of the Board of Directors as stipulated in Clause 2, Article 17 of this Decree.

5. Implement decisions and resolutions of the Board of Directors in accordance with this Decree and relevant laws.

6. Report to the Board of Directors on the performance of assigned tasks when requested.

7. Other duties and powers as prescribed in this Decree and relevant laws.

Article 17. Working regime, conditions, and procedures for convening meetings of the Board of Directors

1. The Board of Directors operates under a collective working system, making decisions by majority; it shall convene at least once a month, convened and chaired by the Chairman of the Board of Directors (or a person authorized by him) to examine and decide on matters within its authority and responsibility.

2. The Board of Directors shall convene extraordinary meetings when any of the following circumstances arise:

a) The Chairman of the Board of Directors;

b) The General Director or the Head of the Supervisory Board;

c) At least two members of the Board of Directors.

A request for the Board of Directors to convene an extraordinary meeting must be made in writing, specifying the purpose of the meeting, the issues to be discussed and decided upon which fall within the Board's authority. The person authorized to convene the meeting may refuse such a request if the issues to be discussed and decided upon do not fall within the Board's authority but must notify the person who made the request and other Board members.

3. The Chairman of the Board of Directors or a member of the Board of Directors authorized by the Chairman must convene the meeting within five working days from the date of receipt of the request for convening the meeting as stipulated in points b and c of Clause 2 of this Article. In case the Chairman of the Board of Directors or the person authorized does not accept the request to convene the meeting, the Chairman of the Board of Directors or the person authorized shall bear responsibility for any losses incurred by the Development Bank unless it is impossible to convene the meeting due to force majeure. In the event of force majeure as mentioned above, the person requesting as stipulated in points b and c of Clause 2 of this Article may replace the Chairman of the Board of Directors to convene the Board of Directors meeting.

4. The Chairman of the Board of Directors or the person convening the meeting shall send out the meeting invitation notice at least three working days before the meeting date. The meeting invitation notice shall be in writing, specifying the agenda, time, and location of the meeting, the issues to be discussed and decided upon. Online meeting formats may be applied when necessary.

5. The meeting of the Board of Directors shall be held when at least two-thirds of the total number of Board of Directors members are present.

6. Resolutions and decisions of the Board of Directors shall take effect when more than 50% of the Board of Directors members attending the meeting vote in favor or express their agreement in writing, in case of a tie, the decision shall follow the opinion of the chairperson of the meeting.

7. For matters related to the state management functions of ministries, sectors, local authorities, economic organizations, political-social organizations, associations, and non-governmental organizations, representatives with authority from these organizations and agencies may be invited to attend the session. Sessions involving work content directly related to the rights and obligations of employees in the Development Bank must invite representatives of the Development Bank Trade Union to attend.

8. Authority and procedures for obtaining opinions of Board of Directors members in writing:

a) The Chairman of the Board of Directors decides on obtaining opinions of Board of Directors members in writing;

b) The procedures and formalities for obtaining opinions of Board of Directors members shall be regulated by the Board of Directors based on compliance with legal provisions.

9. Minutes of the Board of Directors meeting:

a) All meetings of the Board of Directors shall be recorded in minutes, audio recording may be conducted if necessary. The minutes shall be drafted in Vietnamese according to the format and main contents prescribed by law;

b) The minutes of the Board of Directors meeting and documents used during the meeting shall be kept at the headquarters of the Development Bank.

Article 18. Supporting the Board of Directors

The Board of Directors may establish specialized units to support the Board of Directors. The specific functions and tasks of these specialized units shall be decided by the Board of Directors.

Section 2

INSPECTION BOARD

Article 19. Inspection Board

1. The Inspection Board carries out supervision and evaluation of compliance with laws and regulations; internal rules; resolutions, decisions, and other directive documents of the Government, Prime Minister, ministries, and sectors managing the Development Bank, and the Board of Directors of the Development Bank.

2. The Inspection Board consists of three members appointed by the Ministry of Finance, working on a full-time basis, including one member serving as the Chairperson of the Inspection Board. The criteria and conditions for appointment and removal of Inspection Board members are stipulated in Articles 41, 42, 43, 45, 46, and 47 of the Law on Credit Organizations and any amendments or supplements thereto.

3. The term of office of Inspection Board members is five years and they may be reappointed.

4. In cases where the number of Inspection Board members is less than the number prescribed in Clause 2 of this Article, within a maximum period of ninety working days from the date when the required number of members is not met, the Inspection Board must request the Ministry of Finance to supplement the required number of members.

5. The Inspection Board operates under regulations issued by the Ministry of Finance.

Article 20. Duties and Powers of the Inspection Board

1. Supervise the management and operation of the Development Bank in compliance with laws, internal rules, Board of Directors' resolutions, decisions, and directives of competent authorities; bear legal responsibility before the Ministry of Finance and competent authorities for performing assigned duties and powers as stipulated in this Decree and related laws.

2. Issue, amend, and supplement internal regulations of the Inspection Board.

3. Supervise adherence to financial systems and accounting practices; observe limits and ratios ensuring safety in the Development Bank's operations; monitor internal control system activities; organize internal audit implementation.

4. Review annual financial plans; review reports on operational status and semi-annual and annual financial statements; assess the reasonableness, legality, truthfulness, and prudence in accounting and statistical work and financial report preparation; inspect specific contents related to the Development Bank's operations before reporting to the Ministry of Finance and relevant agencies if deemed necessary.

5. Promptly notify the Board of Directors and report to the Ministry of Finance upon discovering violations by Board of Directors members or bank executives as stipulated in this Decree and related laws; require violators to immediately cease such violations and take corrective measures (if applicable).

6. Have access to and provide complete, accurate, and timely information and documents related to the management and operation of the Development Bank to perform assigned duties and powers.

7. Attend regular meetings, Board of Directors meetings, meetings chaired by the General Director, and specialized meetings related to the performance of Inspection Board duties. Members of the Inspection Board attending meetings have the right to express opinions but do not have voting rights. They can request their opinions to be recorded in meeting minutes if they differ from Board of Directors resolutions and decisions and report to the Ministry of Finance.

8. Utilize Development Bank resources, hire external experts and organizations to perform duties while still being responsible for the execution of their tasks. Use the Development Bank's seal to perform their functions and tasks.

9. Inspection Board members receive training in inspection techniques. When necessary, they may request advice from experts and specialized organizations with the written consent of the Ministry of Finance.

10. Other duties and powers assigned by the Ministry of Finance.

Article 21. Duties and powers of the Chairperson of the Supervisory Board

1. Direct and organize the implementation of the duties and powers of the Supervisory Board as prescribed in this Decree and relevant laws; be responsible for the exercise of rights and fulfillment of obligations.

2. Convene and preside over meetings of the Supervisory Board.

3. Represent the Supervisory Board to sign documents within the Board's authority.

4. Prepare work plans and assign tasks to members of the Supervisory Board according to internal regulations of the Board.

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

6. Supervise and direct members of the Supervisory Board in performing assigned tasks and exercising the Board's rights and fulfilling its obligations.

7. May only delegate by written authorization to another member of the Supervisory Board to exercise the Chairperson's rights and fulfill the Chairperson's obligations during absence or inability to perform duties.

8. Propose the Board of Directors to convene extraordinary meetings as prescribed in this Decree. Attend meetings of the Board of Directors chaired by the General Director, specialized meetings related to the performance of the Supervisory Board's tasks, participate in discussions and make recommendations, but not vote.

9. Perform other duties and powers as prescribed in this Decree and relevant laws.

Article 22. Duties and powers of members of the Supervisory Board

1. Fulfill the duties and powers of members of the Supervisory Board as prescribed in this Decree, relevant laws, and internal regulations of the Board honestly and carefully for the benefit of the Development Bank and the State; be responsible for the exercise of rights and fulfillment of obligations.

2. Propose the Chairperson of the Supervisory Board to convene extraordinary meetings of the Supervisory Board.

3. Monitor activities, audit accounting books, assets, financial reports of the Development Bank, and recommend corrective measures for any violations (if any).

4. Have the right to request Development Bank staff to provide data and explain activities to perform assigned tasks.

5. Report to the Chairperson of the Supervisory Board on unusual financial activities, personally responsible for assessments and conclusions made.

6. Attend meetings of the Supervisory Board, discuss and vote on issues within the Board's duties and powers, except those involving conflicts of interest.

7. Attend meetings of the Board of Directors chaired by the General Director, specialized meetings related to the performance of the Supervisory Board's tasks, participate in discussions and make recommendations, but not vote.

8. Perform other tasks as prescribed by law.

Article 23. Internal Audit Department and Support Unit

1. The Supervisory Board has an internal audit department and support unit to carry out its tasks. Based on the Supervisory Board's proposal, the Board of Directors establishes the internal audit department and support unit for the Supervisory Board.

2. Regulations on the operation of the internal audit department and support unit are decided by the Supervisory Board.

Section 3

GENERAL DIRECTOR

Article 24. General Director

1. The General Director is the person responsible for managing the daily operations of the Development Bank, accountable to the Board of Directors and to the law for the performance of their duties and powers.

2. The term of office of the General Director is five years and may be reappointed.

3. The criteria and conditions for appointment and removal of the General Director shall be applied according to the provisions for credit organizations under Articles 41, 42, 43, 45, 46, and 47 of the Law on Credit Organizations and any amending, supplementing, or replacing documents (if any).

Article 25. Duties and Powers of the General Director

1. To comply with and implement the resolutions, decisions, and directives of the Board of Directors, this Decree, and relevant laws.

2. To submit to the Board of Directors the following contents:

a) Business strategy, annual operational plans, medium-term and long-term plans; annual financial plan;

b) Selection of independent auditing organizations to audit the annual financial reports of the Development Bank;

c) Other contents assigned by the Board of Directors, as stipulated in this Decree and relevant laws.

3. To issue and guide the implementation of internal regulations, procedures, and operational processes to manage the daily operations of the Development Bank.

4. To decide on matters within his authority related to managing the daily operations of the Development Bank.

5. To establish and maintain an effective internal control system.

6. To organize the implementation of the Development Bank's operational plans, financial plans, board resolutions, decisions, and directives from competent authorities.

7. To organize the recruitment and utilization of labor according to the assigned establishment.

8. To decide or delegate authority to subordinate units of the Development Bank for granting credit, signing contracts, raising capital, investing, liquidating, selling bank assets, transferring funds and assets between subordinate units, and other tasks as prescribed by law and consistent with the authority delegated by the Board of Directors.

9. To take measures exceeding his authority as stipulated in this Decree and relevant laws in emergency situations such as natural disasters, war, fire, epidemics, accidents, and bear full responsibility before the law and competent authorities for such decisions; promptly report to the Board of Directors after implementing internal regulations of the Development Bank.

10. To decide on planning, mobilizing, rotating, appointing, reappointing, removing, accepting resignation, rewarding, disciplining, dismissing, retiring, and performing other personnel management functions for managerial positions in the Development Bank according to internal regulations issued by the Board of Directors, except for positions within the authority of the Prime Minister, Ministry of Finance, and the Board of Directors.

11. To propose extraordinary meetings of the Board of Directors in accordance with the law and this Decree.

12. To report to the Board of Directors, Supervisory Board, and competent authorities on the results of the Development Bank's operations as stipulated in this Decree and relevant laws.

13. To be subject to supervision by the Board of Directors, Supervisory Board, and state agencies with authority over the performance of duties and powers as stipulated in this Decree and relevant laws.

14. To represent the Development Bank legally in litigation, disputes, liquidation, dissolution, and domestic and foreign affairs related to the bank's activities according to the division of responsibilities and delegation of authority by the Board of Directors.

15. To sign documents, agreements, contracts, and certificates of the Development Bank in domestic and foreign affairs as stipulated in this Decree and relevant laws, consistent with the division, delegation, and authorization of the Board of Directors.

16. Other duties and powers as stipulated in this Decree and relevant laws.

Article 26. Assistants to the General Director

1. Assistants to the General Director include Deputy General Directors, Chief Accountant, units under and subordinate to the Development Bank (excluding departments assisting the Board of Directors, Supervisory Board, Party, and mass organizations).

2. Deputy General Director

a) The Deputy General Director is responsible for managing one or more areas of operation of the Development Bank according to the assignment of the General Director and shall be accountable to the General Director, the Board of Directors, and the law regarding the performance of assigned tasks;

b) The number of Deputy General Directors is decided by the Board of Directors, with a maximum of five persons. The term of office of the Deputy General Director is five years and may be reappointed;

c) The criteria and conditions for appointment and removal of Deputy General Directors are stipulated in the Law on Credit Organizations and relevant laws.

3. Chief Accountant

a) The Chief Accountant has the responsibility to assist the General Director in directing the implementation of accounting and financial work at the Development Bank; shall be accountable to the General Director, the Board of Directors, and the law regarding the performance of assigned tasks;

b) The criteria and conditions for appointment and removal of the Chief Accountant are stipulated in the Law on Credit Organizations and relevant laws.

4. Units under and subordinate

a) Units under and subordinate to the Development Bank have the function of advising and assisting the General Director in managing operations according to the regulations of the Development Bank; shall be accountable to the General Director, the Board of Directors, and the law regarding the performance of assigned tasks;

b) The criteria and conditions for appointment and removal of heads of units under and subordinate are stipulated for the position of branch director of credit organizations in the Law on Credit Organizations and relevant laws.

Article 27. Internal Control System

1. The internal control system is a set of mechanisms, policies, procedures, internal regulations, organizational structure of the Development Bank, and is organized and implemented to ensure prevention, detection, and timely handling of risks.

2. The operation of the internal control system is applied according to the regulations of the State Bank of Vietnam on the internal control system of credit organizations, foreign bank branches, the Board of Directors' regulations, and relevant laws.

Section 4

RELATIONSHIP BETWEEN THE BOARD OF DIRECTORS, GENERAL DIRECTOR AND SUPERVISORY BOARD

Article 28. Relationship between the Board of Directors, General Director, and Supervisory Board in management and operation

1. In the process of managing and operating the Development Bank's activities, the Board of Directors, General Director, and Supervisory Board have the responsibility to perform tasks and powers as prescribed in this Decree and related laws, regularly providing information and consulting opinions before making decisions.

2. The General Director is responsible for organizing the implementation of resolutions and decisions of the Board of Directors, Chairman of the Board of Directors, and reporting to the Board of Directors and Chairman of the Board of Directors on the results of implementation. If issues inconsistent with the legitimate interests of the Development Bank or contrary to the provisions of the law on responsibilities and powers of the Development Bank are discovered, the General Director must immediately report to the Board of Directors for review and adjustment. In case the Board of Directors does not adjust the resolution or decision, the General Director still has to implement but has the right to reserve opinions to petition competent authorities for decision.

In case the General Director's decision is inconsistent with the law or not in line with the legitimate interests of the Development Bank, the Board of Directors has the right to request the General Director to adjust it.

3. The Supervisory Board performs the supervisory function over the Development Bank's activities according to this Decree and the Operational Regulations of the Supervisory Board issued by the Ministry of Finance.

4. Other provisions regarding the relationship between the Board of Directors, General Director, and the Supervisory Board of the Development Bank are implemented according to the internal regulations of the Development Bank and relevant laws.

Chapter III

ACTIVITIES OF THE DEVELOPMENT BANK

Article 29. Business Activities of the Development Bank

1. Fund-raising activities:

a) Issuing government-guaranteed bonds in accordance with the provisions of the law;

b) Issuing development bank bonds and securities denominated in Vietnamese dong in accordance with the provisions of the law;

c) Borrowing from the Vietnam Social Security; borrowing from domestic and foreign financial and credit organizations in accordance with the provisions of the law;

d) Borrowing from the State Bank of Vietnam's refinancing fund in accordance with the provisions of the law;

đ) Raising funds from other domestic and foreign organizations in accordance with the provisions of the law;

e) Accepting entrusted deposits from domestic and foreign organizations and individuals in accordance with the provisions of the law;

g) Raising other sources of funds in accordance with the provisions of the law.

2. Credit activities:

a) Providing loans in accordance with the state's investment credit policy in accordance with the provisions of the law;

b) Guaranteeing credit for small and medium-sized enterprises borrowing from commercial banks in accordance with the Prime Minister's decision to issue regulations on guaranteeing credit for small and medium-sized enterprises borrowing from commercial banks;

c) Re-lending Official Development Assistance (ODA) loans and preferential foreign loans of the Government in accordance with the provisions of the law;

d) Conducting other credit activities in accordance with the provisions of the law.

3. Entrusted and receiving entrusted activities:

Implementing lending activities under entrustment/delegation, capital disbursement under delegation; guaranteeing under entrustment/delegation; entrusting and receiving entrustment to provide financial and banking services to customers in accordance with the provisions of the law.

4. Participating in inter-bank markets, open markets, internal payment organizations; providing payment services and other banking services to customers; conducting foreign exchange activities; participating in the domestic and international payment systems in accordance with the provisions of the law.

5. Implementing other business activities in accordance with the provisions of the law.

Article 30. Operating Capital and Use of Capital of the Development Bank

The operating capital and use of capital of the Development Bank shall be implemented in accordance with the management mechanism for finance and credit of the Development Bank, this Decree, and related laws.

Article 31. Financial System

The financial management system of the Development Bank shall be implemented in accordance with the provisions of the Government.

Article 32. Accounting and Statistics Systems

1. The Development Bank shall implement accounting and statistics systems in accordance with the provisions of the law and guidelines of the Ministry of Finance.

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

Article 33. Financial Reporting and Auditing of Financial Reports

1. The Development Bank shall implement financial reporting in accordance with the provisions of the law.

2. The annual financial report of the Development Bank shall be audited in accordance with the provisions of the law.

3. The Development Bank shall publicly disclose financial reports in accordance with the provisions of the law.

4. The Board of Directors, Supervisory Board, and General Director of the Development Bank shall be responsible for the accuracy and honesty of the reports.

Chapter IV

RIGHTS AND RESPONSIBILITIES OF THE PRIME MINISTER AND MANAGEMENT AUTHORITIES TOWARDS THE DEVELOPMENT BANK

Article 34. Prime Minister

The Prime Minister decides on the following matters based on the proposal of the Ministry of Finance:

1. Transferring, rotating, appointing, reappointing, dismissing, accepting resignation, rewarding, disciplining, terminating employment, retirement, and performing other personnel work for the Chairman of the Board of Directors and the General Director of the Development Bank.

2. Restructuring, reorganizing, changing ownership, dissolving the Development Bank.

3. The Development Bank's operational strategy.

4. The Development Bank's medium- and long-term operational plans.

5. Policies on establishing enterprises and increasing or decreasing the Development Bank's equity in enterprises.

6. Other tasks and powers as prescribed by law.

Article 35. Ministry of Finance

1. Submit to the Prime Minister for decision on the contents stipulated in Article 34 of this Decree.

2. Decide on the following contents based on the proposal of the Board of Directors of the Development Bank:

a) The total staffing quota of the Development Bank;

b) Planning for positions of Chairman of the Board of Directors, General Director, other members of the Board of Directors, and members of the Supervisory Board;

c) Transfer, rotation, appointment, reappointment, removal, approval of resignation, reward, disciplinary action, termination of employment, retirement, and other personnel management tasks concerning members of the Board of Directors (excluding the Chairman of the Board of Directors and the General Director) and members of the Supervisory Board;

d) Evaluate the effectiveness of operations and classify the Development Bank;

đ) Evaluate the completion of tasks by members of the Board of Directors and members of the Supervisory Board of the Development Bank in accordance with the provisions of the law;

e) Approve the dispatch of the Chairman of the Board of Directors, the General Director, and members of the Supervisory Board of the Development Bank for work, study, and personal matters abroad.

3. Submit to the competent authority for allocation of funds to cover interest subsidies and management fees; capital stock within the annual plan, medium-term public investment plan, and other sources of capital (if any) for the Development Bank in accordance with the laws on state budget, public investment, and related laws.

4. Submit to the competent authority for allocation of the annual credit investment plan of the State to the Development Bank before the start of the planning year.

5. Implement the rights and responsibilities in managing salaries and bonuses for the Development Bank in accordance with the Government's regulations for policy banks.

6. Other duties and powers as prescribed by law.

Article 36. Ministry of Home Affairs

1. Guide the Development Bank in implementing labor policies, salaries, and bonuses.

2. Other duties and powers as prescribed by law.

Article 37. State Bank of Vietnam

1. Guide the Development Bank in classifying debts and ensuring safety in operations consistent with the nature and activities of the Development Bank.

2. Guide the Development Bank in participating in payment activities, open market operations, interbank markets, and borrowing from the State Bank according to the law.

3. Decide on issuing foreign exchange management licenses appropriate to the activities of the Development Bank.

4. Other duties and powers as prescribed by law.

Article 38. Ministries, agencies at ministerial level, government agencies, and local authorities

1. Carry out inspection, supervision, and other state management functions over the activities of the Development Bank in accordance with their assigned functions and tasks by the Government and the law.

2. Other duties and powers as prescribed by law.

Chapter V

INFORMATION AND CONFIDENTIALITY OF THE DEVELOPMENT BANK

Article 39. Information Exchange

The Development Bank and credit organizations may exchange information about the activities of the Development Bank and credit organizations.

Article 40. Confidentiality of Information

1. Members of the Board of Directors, managers, and employees of the Development Bank shall not disclose customer information or confidential information about the activities of the Development Bank as prescribed by law.

2. The Development Bank has the right to refuse requests from organizations and individuals for providing information related to deposits, assets of customers, and the activities of the Development Bank, except when required by authorized state agencies under the law or with the consent of the customer.

Chapter VI

IMPLEMENTATION

Article 41. Effective Date

1. This Decree takes effect from the date of issuance.

2. The Charter of the Organization and Operation of the Vietnam Development Bank issued together with Decision No. 1515/QĐ-TTg dated September 3, 2015 of the Prime Minister shall cease to be effective from the date this Decree takes effect.

Article 42. Implementation organization

The Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairpersons of provincial People's Committees under the central government; Chairpersons of the Board of Directors, General Directors of the Development Bank, and related organizations and individuals shall be responsible for implementing this Decree./.