DECISION

ISSUING REGULATIONS ON REPRESENTATIVES OF DIRECT OWNERS, REPRESENTATIVES OF PORTIONS OF STATE CAPITAL PAID IN CREDIT INSTITUTIONS, FINANCIAL INSTITUTIONS AND ENTERPRISES UNDER THE CONTROL OF STATE BANK OF VIETNAM

STATE BANK’S GOVERNOR

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

Pursuant to the Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises dated November 26, 2014;

Pursuant to the Law on Enterprises dated June 17, 2020;

Pursuant to the Law on Credit Institutions dated June 16, 2010; the Law on Amending and Supplementing certain Articles of the Law on Credit Institutions dated November 20, 2017;

Pursuant to the Law on Deposit Insurance dated June 18, 2012;

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

Pursuant to the Government’s Decree No. 53/2013/ND-CP dated May 18, 2013 on foundation, organization and operation of Vietnam Asset Management Company;

Pursuant to the Government’s Decree No. 115/2014/ND-CP dated December 3, 2014 regarding regulations for supervision and inspection of implementation of strategies, plans, targets and tasks under the delegated authority of state enterprises;

Pursuant to the Government’s Decree No. 87/2015/ND-CP dated October 6, 2015 regarding supervision of investment of state capital in enterprises; financial supervision, performance assessment and disclosure of financial information of state-owned enterprises and state-invested enterprises;

Pursuant to the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of capital and assets at enterprises;

Pursuant to the Government’s Decree No. 32/2018/ND-CP dated March 8, 2018 on amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP dated October 13, 2015 on investment of state capital in enterprises, management and use of state capital and assets at enterprises;

Pursuant to the Government’s Decree No. 93/2017/ND-CP dated August 7, 2017 prescribing the financial regime for credit institutions and foreign bank branches, the financial supervision and assessment of efficiency of investment of state capital in wholly state-owned or state-invested credit institutions;

Pursuant to the Government’s Decree No. 10/2019/ND-CP dated January 30, 2019 on implementation of rights and responsibilities of state owner’s representatives;

Pursuant to the Government’s Decree No. 140/2020/ND-CP dated November 30, 2020, amending and supplementing several articles of the Government’s Decree No. 126/2017/ND-CP dated November 16, 2017, regarding conversion of state enterprises and single-member limited liability companies of which 100% of charter capital is held by state enterprises into joint-stock companies; the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015, regarding investment of state capital in enterprises and management, use of capital and assets at enterprises and the Government's Decree No. 32/2018/ND-CP dated March 8, 2018, prescribing amendments and supplements to several Articles of the Decree No. 91/2015/ND-CP;

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Pursuant to the Government’s Decree No. 47/2021/ND-CP dated April 1, 2021, elaborating on certain articles of the Law on Enterprises;

Upon the request of the Director of the Finance – Accounting Department,

HEREIN DECIDES

Article 1. Regulations on representatives of direct owners, representatives of portions of state capital paid in credit institutions, financial institutions and enterprises under the control of State Bank of Vietnam shall be enclosed herewith.

Article 2. This Decision shall enter into force as from the signature date as a replacement for the Decision No. 2678/QD-NHNN dated December 30, 2019 of the State Bank’s Governor, issuing Regulations on representatives of direct owners, representatives of portions of state capital paid in credit institutions, financial institutions and enterprises under the control of State Bank of Vietnam..

Article 3. Chief of Office, Director of the Finance - Accounting Department, Director of the Personnel and Organization Department, Director of the Foreign Exchange Management Department, Director of the Payment Department, Director of the Emulation and Commendation Department, Chief of the Bank Inspection and Supervision Agency, Director of the Information Technology Department, Director of the Issue and Vault Department, Representatives of direct owners, Representatives of portions of state capital paid in credit institutions, financial institutions and enterprises under the control of the State Bank of Vietnam shall implement this Decision./.

PP. GOVERNOR
DEPUTY GOVERNOR




Dao Minh Tu

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REGULATIONS

REGARDING REGULATIONS ON REPRESENTATIVES OF DIRECT OWNERS, REPRESENTATIVES OF PORTIONS OF STATE CAPITAL PAID IN CREDIT INSTITUTIONS, FINANCIAL INSTITUTIONS AND ENTERPRISES UNDER THE CONTROL OF STATE BANK OF VIETNAM
(Annexed to the Decision No. 1500/QD-NHNN dated September 20, 2021 of the Governor of the State Bank of Vietnam)

Chapter I

GENERAL REGULATIONS

Article 1. Scope

These Regulations provide for implementation of rights and responsibilities of representatives of direct owners, representatives of portions of state capital contributed to credit institutions, financial institutions and enterprises (hereinafter referred to as enterprises) under the control of the State Bank of Vietnam; succession planning, appointment, reappointment, dispatch, transfer, resignation or discharge of representatives of direct owners; nomination, re-nomination and discharge of representatives of portions of state capital; operating mechanisms, reporting and consulting regimes of representatives; mechanisms for inspection and supervision of investment, management and use of state capital paid in enterprises; assessment, ranking, rewarding and sanctioning of representatives; assignment of functional units of the State Bank of Vietnam (hereinafter referred to as SBV) on the task of advising SBV’s Governor on implementation of SBV’s rights and responsibilities in the role as agencies representing ownership interest in enterprises.

Article 2. Subjects of application

These Regulations shall apply to:

1. SBV playing the role as an agency representing ownership interest in enterprises established under its decisions or managed under its delegated authority.

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3. Other entities and persons involved in management, supervision, inspection, examination, assessment and rating of enterprises.

Article 3. Interpretation

For the purposes of these Regulations, terms used herein shall be construed as follows:

1. Agency representing ownership interest (hereinafter referred to as owner) means SBV assigned to carry out rights and responsibilities of a state owner’s representative over wholly state-owned enterprises and state capital contributed to enterprises established under SBV's decisions or managed under SBV’s delegated authority.

2. Representative of a direct owner at a wholly state-owned enterprise (hereinafter referred to as direct owner’s representative) means any person appointed by a competent state authority to a Board of Members (or the Governing Board of the Deposit Insurance of Vietnam) in order to carry out rights and responsibilities of a representative of state ownership interest in an enterprise established under SBV’s decision or managed under SBV's delegated authority.

3. Representative of a portion of state capital invested in a joint stock company (hereinafter referred to as representative of portion of state capital) means any person authorized in writing by SBV to carry out rights and responsibilities of a representative of state ownership interest in a portion of state capital invested in a joint stock company under SBV’s control.

Representative of direct owner (referred to in clause 2) and representative of portion of state capital (referred to in clause 3) are commonly called the representative in these Regulations.

4. General representative means a representative of portions of state capital authorized by SBV to act generally or a representative of the portion of state capital of which percentage at enterprises is highest (if SBV has not yet issued any decision on assignment of general duties).

5. State capital paid in enterprises is composed of capital obtained from state budget capital, receipts derived from state budget; capital obtained from investment and development funds at enterprises, support funds for enterprise arrangement; Government-guaranteed loans, capital investment loans of the State and other capital invested by the State in enterprises (including state subsidies kept by the Cooperative Bank).

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7. Head agency means any SBV-managed unit assigned by its Governor to serve as a liaison to other entities to counsel and help SBV’s Governor to carry out several duties, assignments or activities falling within the scope of authority and responsibilities of a representative of state ownership interest in an enterprise under the provisions of Article 28 and Appendices herein.

Article 4. Management and supervision objectives

1. Ensure that enterprises under SBV's control operate in compliance with laws, in a stable, safe and effective manner; according to the instructions and guidelines of the State, SBV and development strategies in the banking sector.

2. Ensure that, when serving the role as a representative of state capital invested in enterprises under its control, SBV carries out its authority and responsibilities duly, in full and effectively.

Article 5. Management and supervision principles

Management and supervision of portions of state capital invested in manufacturing and business activities of state-owned or state-invested enterprises must conform to law and these Regulations, operation and organization charters of enterprises, and adhere to the following principles:

1. SBV as an owner shall not be allowed to directly interfere with operations of enterprises, corporate executives’ management and governance; strengthens decentralization, delegation of authority and individualization of responsibility in line with regulations on supervision, inspection and rating for the purpose of assuring effective management through representatives.

2. SBV and representatives shall be responsible for managing and utilizing state capital invested in enterprises, ensuring effectiveness, capital conservation and increase in value of state capital invested in enterprises; prevention and control of careless investment, wastefulness and loss of capital and asset of the State and enterprises.

3. SBV should manage state capital invested in enterprises through representatives:

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b) With regard to wholly state-owned enterprises: SBV shall manage them through its deciding/approving/directing representatives of direct owners at enterprises to decide/undertake activities.

c) With regard to state-invested joint stock companies: SBV shall manage them through its instructing representatives of portions of state capital paid in enterprises; representatives within the range of its authority and responsibilities, leadership or management of enterprises to comply with its directives.

d) As for any activity needing SBV’s instructions beforehand, after consulting with SBV, representatives must contribute their opinions, vote and decide in accordance with SBV’s written instructions.

dd) As for any activity requiring submission of the written request for SBV’s instructions under these Regulations, if representatives do not submit their written requests for SBV’s instructions or issues their decisions disobeying SBV’s instructions, they may be sanctioned or obligated to pay compensations as per Article 30 and 31 herein.

4. SBV and representatives shall bear responsibility for management and utilization of state capital under their assigned duties or authority in accordance with applicable law on management and use of state capital invested in business activities of enterprises and these Regulations.

5. As for any activity that representatives need to request SBV’s instruction before carrying out, if it goes beyond the decision-making authority of SBV or SBV's decision-making authority over such activity has not yet been stipulated clearly, SBV should consult with authorities having competence in considering issuing decisions before answering the requesting representatives.

Article 6. Management approaches/methods

1. SBV shall manage state capital contributed to enterprises through giving representatives instructions about matters causing material effects on manufacturing and business of enterprises such as Charter, organization, personnel of management, strategies, midterm, long-term and annual business plans, investment of capital and assets in enterprises and others prescribed in section 2 of Chapter II and section 2 of Chapter III herein.

2. SBV shall manage business activities, financial health, management and utilization of capital and assets at enterprises; compliance with decisions of owners of enterprises, representatives of enterprises through approving/giving its opinions on matters stated in clause 1 of this Article, monitoring, consolidating, analyzing and reviewing reports submitted by representatives to SBV in accordance with Article 15 and 25 herein. Where necessary, SBV shall carry out direct supervision through setting up teams making regular or irregular inspection and examination visits to enterprises.

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- In the first quarter of the following year, SBV’s Management Board shall hold a meeting between representatives appointed to enterprises to evaluate owner’s management and supervision activities, execution of office and duties of representatives in the previous year and implementation of duties at all of the enterprises under SBV’s control.

- Where necessary, subject to managerial requirements, SBV shall convene an unscheduled (thematic) meeting to discuss and confer with representatives appointed to enterprises about any issue related to investment of state capital in enterprises.

4. On a yearly basis, SBV shall conduct the assessment of operational efficiency and rating of wholly state-owned enterprises, the assessment of effectiveness in investment of state capital in state-invested joint stock companies and the evaluation of performance of representatives.

Chapter II

REPRESENTATIVES OF DIRECT OWNERS

Section 1. GENERAL PROVISIONS FOR DIRECT OWNER’S REPRESENTATIVES

Article 7. Standards and requirements of representatives of direct owners

Direct owner’s representatives must be persons meeting the following regulations:

1. Satisfy eligibility standards and requirements for becoming members of Boards of Members of state enterprises under the provisions of Article 93 in the 2020 Enterprise Law.

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3. Comply with standards and requirements for holding equivalent positions when being appointed to enterprises under the provisions of the Enterprise Law, Charter of enterprises and other regulations of relevant legislation.

4. Acquire at least 05 (five) years’ experience in one of the specializations such as finance, banking, accounting, audit, corporate governance or in business industries, lines and activities of enterprises.

5. In addition to the aforesaid regulations, direct owner’s representatives should adhere to general standards and requirements, and standards of professional titles prescribed in specialized legislation (if any).

Article 8. Succession planning, appointment, reappointment, dispatch, transfer, resignation or discharge of representatives of direct owners

Succession planning, appointment, reappointment, dispatch, transfer, resignation or discharge of representatives of direct owners shall be subject to regulations set forth in the Decree No. 159/2020/ND-CP and SBV’s instructions.

Article 9. Authority of direct owner’s representatives

1. Request SBV to decide/approve/give comments on matters or activities about with SBV must be consulted with under the provisions of Section 2 of Chapter II herein, and contribute their opinions, vote, decide and act according to written instructions or opinions from SBV.

2. Proactively make decisions on and bear responsibility for making decisions on activities or matters under the authority of the Boards of Members or the Governing Boards of wholly state-owned enterprises in accordance with the Law on management and use of state capital invested in business and manufacturing activities of enterprises, the Enterprise Law, the Law on Credit Institutions, regulations of relevant legislation and Charters of enterprises (except those specified in clause 1 of this Article).

3. Receive wages, salaries, bonuses and other benefits prescribed in law and rules and regulations of enterprises.

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5. Have other rights and benefits under the provisions of the Law on management and use of state capital invested in business activities of enterprises, the Enterprise Law, the Law on Credit Institutions, the Decree No. 10/2019/ND-CP, Charters of enterprises, SBV’s regulations and other relevant laws.

Article 10. Responsibilities of direct owner’s representatives

1. Attend meetings on assignment of specific tasks and mechanisms for cooperation between representatives of enterprises to fulfill all responsibilities of representatives, report to SBV after these assignments and mechanisms are brought into operation for monitoring and supervision purposes (where necessary, SBV will consider issuing their relevant instructions).

2. Comply with laws and SBV’s decisions; assume responsibility to law and SBV for implementation of their assigned office, authority and duties. In case of breaching trust, abusing office, authority or powers to the detriment of the State/SBV, they must bear responsibility and pay compensations for these offences under law and regulations hereof.

3. Report on and seek SBV’s decisions/consents/prior opinions on decision and implementation of matters or activities stated in Section 2 of Chapter II herein.

4. Cooperate with Boards of Inspection/Inspectors of enterprises in supervising financial condition and any issue arising from operations of enterprises; fully carry out regimes for submission of periodic or other reports upon SBV's request.

5. Bear responsibilities to SBV for management, utilization, preservation and development of capital; promptly report to and make recommendations to SBV about remedies when enterprises operate at a loss, are insolvent and commit other violations.

6. Regularly monitor and grasp the operation of enterprises, supervise state capital investment in enterprises according to their assigned tasks. When discovering that enterprises have potential risks or deviate from strategic goals, plans or guidelines of the State/SBV, they must promptly report to SBV and propose remedies. After receipt of SBV’s opinions or instructions, they must strictly obey them.

7. Cooperate with the State Bank in monitoring, verifying debts and expediting the payment of debts, including dividends, amounts distributed from contributed capital, remuneration and receivables of the State and SBV at enterprises.

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9. Carry out public announcement and disclosure of information in accordance with law on information disclosure applicable to state-owned enterprises.

Section 2. MATTERS OR ACTIVITIES SUBJECT TO THE REQUIREMENT WHEREUNDER REPRESENTATIVES OF DIRECT OWNERS ARE OBLIGED TO REPORT AND SEEK SBV’S DECISIONS/CONSENTS/PRIOR OPINIONS ON DECISION/IMPLEMENTATION

Article 11. Matters and activities subject to the requirement whereunder representatives of direct owners at credit institutions with their charter capital wholly owned by the state are obliged to report and seek SBV’S decisions/consents/opinions

1. The Board of Members at a credit institution with its charter capital wholly owned by the State is obliged to report on and seek SBV’s consent or seek competent authority’s consent to bringing these matters into effect:

a) Charter; amendments and supplements to the Charter.

b) Financial rules of credit institutions; amendments and supplements to financial rules.

2. The Board of Members at a credit institution with its charter capital wholly owned by the State is obliged to report on and seek SBV’s consent or competent authority’s decision/consent to the following matters:

a) Decision on reorganization, transfer of ownership, dissolution and application for bankruptcy.

b) Decision on assessment, succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the President and members of the Board of Members, the Board of Inspection; decision/approval of succession planning, appointment, re-appointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the General Director; decision/approval of appointment, re-appointment and discharge of the Deputy General Director, the Chief Accountant in accordance with SBV’s current regulations on succession planning, appointment, re-appointment, termination of office, resignation, discharge, dispatch, secondment of civil servants, public employees and executives of enterprises under SBV’s control.

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d) Decision on the policy for establishment of a new subsidiary of which 100% of equity is held by the credit institution; the policy for contribution of new capital, establishment of a new domestic and foreign enterprise existing in the form of a multiple-member limited liability company, joint-stock company, foreign-invested company; the policy for acquisition of a joint-stock company, multiple-member limited liability company as a subsidiary or associate company of the credit institution; the policy for investment of additional capital or discontinuation of investment of additional capital in a subsidiary and associate company.

dd) Decision on the policy for contribution of capital, increase or decrease in contributed capital, transfer of capital invested in a joint stock company or a multiple-member limited liability company; decision on the transfer of capital invested in a joint stock company or a multiple-member limited liability company which is issued in the case where value of transferred capital is less than book value in an enterprise after use of the provision against loss of investment.

e) Decision on the policy for outward investment of a credit institution under the provisions of Article 29 in the Law on management and use of state capital invested in production and business activities of enterprises.

g) Make a decision to allow the Board of Members and the enterprise’s President to sign the contract to rent, lease, mortgage and hypothecate the asset of the enterprise that has its value greater than the amount that the Board of Members and the enterprise's President are authorized to decide in accordance with the Law on management and use of state capital invested in production and business activities of enterprises and other instructional regulations of the Government.

h) Approval decision that allows the Board of Members to make its decision on the asset lease contract of a credit institution of which value is greater than the amount that the Board of Members is authorized to decide as per the Law on management and use of state capital invested in manufacturing and business activities of enterprises and other instructional regulations of the Government.

i) Approval of the business strategy and plan and five-year capital investment proposal; the annual business plan.

b) Approval of amount of the charter capital of a credit institution (even including adjustments in charter capital during the operating process).

l) Consent to the project for investment, construction, purchase and sale of fixed assets, the plan for liquidation and assignment of fixed assets, the intracorporate investment project of a credit institution of which value is greater than the amount that the Board of Members is authorized to decide as per Article 24 and 28 in the Law on management and use of state capital invested in manufacturing and business activities and Article 27 in the Decree No. 91/2015/ND-CP (revised).

m) Approval of the financial statement, the plan for distribution of profits or creation of annual funds of a credit institution.

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3. The Board of Members of a credit institution with its charter capital wholly owned by the State is obliged to report on and seek SBV’s opinions prior to decision/approval of the annual financial plan of a credit institution, including:

- Revenue and expense plan;

- Funding source and capital utilization plan;

- Labor and wage plan.

Article 12. Matters and activities subject to the requirement whereunder the representative of direct owner of DIV is obliged to report and seek SBV’s decisions/consents/opinions

1. The Governing Board of DIV is obliged to report on and request SBV to seek the Prime Minister’s decision/consent to the followings:

a) Approval of its Charter; amendments and supplements to its Charter.

b) Decision on reorganization, transfer of ownership, dissolution and application for bankruptcy (if any).

c) Decision on appointment, re-appointment, dispatch, transfer, acceptance of resignation, discharge, rewarding, disciplining and retirement of the President of the Governing Board.

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dd) Approval of its strategy, business plan and five-year development investment plan.

2. The Governing Board of DIV is obliged to report on and seek SBV’S decision/consent to the followings:

a) Decision on assessment of the President of the Governing Board; decision on succession planning of the President of the Governing Board after receipt of opinions from the Ministry of Home Affairs; decision on assessment, succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of members of the Governing Board and Inspectors; decision/approval of succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the General Director, and decision/opinion on appointment of the Deputy General Director, the Chief Accountant in accordance with SBV’s current regulations on succession planning, appointment, reappointment, termination of office, resignation, discharge, dispatch, secondment of civil servants, public employees and executives of enterprises under SBV’s control.

b) Decision on commendation, rewarding, wages, salaries, remuneration, bonuses and other benefits of members of the Governing Board or Inspectors; approval of rewarding and disciplining of the General Director; decision on the annual wage and salary fund for executives and inspectors.

c) Approval of the annual business plan.

d) Consent granted the Governing Board to deciding contracts to lease, mortgage and hypothecate DIV’s fixed assets of which values are greater than the amounts that the Governing Board is authorized to decide as per Article 23 in the Law on management and use of state capital invested in production and business activities of enterprises and Article 26 in the Decree No. 91/2015/ND-CP (revised).

dd) Approval decision that allows the Governing Board to make its decision on the asset lease contract of DIV of which value is greater than the amount that the Governing Board is authorized to decide as per the Law on management and use of state capital invested in manufacturing and business activities of enterprises and other directives of the Government.

e) Approval of the capital mobilization plan for each project with the amount of mobilized funds which is greater than the amount prescribed in point a of clause 3 of Article 23 of the Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises; the plan for mobilization of capital of foreign entities or persons.

g) Consent to the project for investment, construction, purchase and sale of fixed assets, the plan for liquidation and assignment of fixed assets, the intracorporate investment project of which value is greater than the amount that the Governing Board is authorized to decide as per Article 24 and 28 in the Law on management and use of state capital invested in manufacturing and business activities and Article 27 in the Decree No. 91/2015/ND-CP (revised).

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i) Decision on the organization structure of DIV; approval of the policy for establishment, reorganization and dissolution of branches, representative offices and dependent accounting units according to the provisions of law.

3. The Governing Board of DIV is obliged to report on and seek SBV’s consent prior to its decision/consent for its annual financial plan, including:

- Revenue and expense plan;

- Labor and wage plan.

Article 13. Matters and activities subject to the requirement whereunder the representative of direct owner of NMPF is obliged to report and seek SBV’s decisions/consents/opinions

1. NMPF’s Board of Members is required to report on and seek SBV's validation of the followings:

a) Charter, amendments and supplements to Charter.

b) Financial rules; amendments and supplements to financial rules.

2. NMPF’s Board of Members is required to report on and seek SBV's decisions/consents for the followings:

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b) Decision on assessment, succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the President and members of the Board of Members, Inspectors; decision/approval of succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the General Director, and consent/opinion on appointment of the Deputy General Director, the Chief Accountant in accordance with SBV’s current regulations on succession planning, appointment, reappointment, termination of office, resignation, discharge, transfer and dispatch of civil servants, public employees and executives of enterprises under SBV’s control.

c) Decision on commendation, rewarding, wages, salaries, remuneration, bonuses and other benefits of the President, members of the Board of Members or Inspectors; approval of rewarding and disciplining of the General Director; decision on the annual wage and salary fund for executives and inspectors.

d) Decision on the policy for establishment of a new subsidiary of which 100% of equity is held by the enterprise; the policy for contribution of new capital, establishment of a new domestic and foreign enterprise existing in the form of a multiple-member limited liability company, joint-stock company or foreign-invested company; the policy for acquisition of a joint-stock company, multiple-member limited liability company as its subsidiary or associate company; the policy for investment of additional capital or discontinuation of investment of additional capital in a subsidiary and associate company.

dd) Decision on the policy for contribution of capital, increase or decrease in contributed capital, transfer of capital invested in a joint stock company or a multiple-member limited liability company; decision on the transfer of capital invested in a joint stock company or a multiple-member limited liability company which is issued in the case where value of transferred capital is less than book value in an enterprise after use of the provision against loss of investment.

e) Consent granted to the Board of Members to deciding contracts to lease, mortgage and hypothecate a fixed asset of which value is greater than the amounts that the Board of Members is authorized to decide in accordance with Article 23 of the Law on management and use of state capital invested in production and business activities of enterprises and Article 26 in the Decree No. 91/2015/ND-CP (revised), or of which value accounts for another percentage less than the percentage prescribed in the Charter.

g) Consent granted the Board of Members to making its decision on the contract to rent the asset of which value is greater than the amount that the Board of Members is authorized to decide as per the Law on management and use of state capital invested in manufacturing and business activities of enterprises and other instructional regulations of the Government, or of which value accounts for another percentage less than the one prescribed in the Charter.

h) Approval of the business strategy and plan and five-year development investment proposal; the annual business plan.

i) Approval of the amount of the charter capital (even including adjustments in charter capital during the operating process).

k) Approval of the capital mobilization plan for each project with the amount of mobilized funds which is greater than the amount prescribed in point a of clause 3 of Article 23 of the Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises, or which accounts for another percentage less than the one prescribed in the Charter; the plan for mobilization of capital from foreign entities or persons.

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m) Approval of the financial statement, the annual plan for profit distribution and creation of funds.

n) Consent to the policy for establishment, reorganization and dissolution of branches, representative offices and dependent accounting units according to the provisions of law (if any).

3. The Board of Members of NMPF is obliged to report on and seek SBV’s opinions prior to its decision/consent for the annual financial plan, including:

- Revenue and expense plan;

- Labor and wage plan.

Article 14. Matters and activities subject to the requirement whereunder the representative of direct owner of VAMC is obliged to report and seek SBV’s decisions/consents/opinions

1. The Board of Members of VAMC is obliged to report on and seek SBV’s validation of the followings:

a) Charter, amendments and supplements to the Charter.

b) Financial rules; amendments and supplements to financial rules.

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a) Decision on reorganization and transfer of ownership, dissolution and application for bankruptcy.

b) Decision on assessment of the President and members of the Board of Members and Inspectors; consent to planning for succession as the President and members of the Board of Members, Inspectors, General Director, Deputy General Directors and Chief Accountant; decision on appointment, reappointment, voluntary termination of office, discharge, dispatch, transfer, resignation and retirement of the President and members of the Board of Members, Inspectors, General Director and Deputy General Directors; approval of recommendations of the Board of Members about appointment, reappointment, voluntary termination of office, discharge, dispatch, transfer, resignation and retirement of the Chief Accountant.

c) Decision on commendation, rewarding, wages, salaries, remuneration, bonuses and other benefits of the President, members of the Board of Members or Inspectors; decision on rewarding and disciplining of the General Director, the Deputy General Director; approval decision on recommendations from the Board of Members about rewarding or disciplining of the Chief Accountant; decision on the annual wage and salary fund for executives and inspectors.

d) Decision on the policy for establishment of a new subsidiary of which 100% of equity is held by the enterprise; the policy for contribution of new capital, establishment of a new domestic and foreign enterprise existing in the form of a multiple-member limited liability company, joint-stock company or foreign-invested company; the policy for acquisition of a joint-stock company, multiple-member limited liability company as its subsidiary or associate company; the policy for investment of additional capital or discontinuation of investment of additional capital in a subsidiary and associate company.

dd) Decision on the policy for contribution of capital, increase or decrease in contributed capital, transfer of capital invested in a joint stock company or a multiple-member limited liability company; decision on the transfer of capital invested in a joint stock company or a multiple-member limited liability company which is issued in the case where value of transferred capital is less than book value in an enterprise after use of the provision against loss of investment.

e) Decision on the policy for outward investment of the enterprise under the provisions of Article 29 in the Law on management and use of state capital invested in production and business activities of enterprises.

g) Consent granted the Board of Members to deciding contracts to lease, mortgage and hypothecate fixed assets of the enterprise that has their values greater than the amounts that the Board of Members is authorized to decide as per Article 23 of the Law on management and use of state capital invested in production and business activities of enterprises and Article 26 in the Decree No. 91/2015/ND-CP (revised).

h) Approval decision that allows the Board of Members to make its decision on the asset lease contract of the enterprise of which value is greater than the amount that the Board of Members is authorized to decide as per the Law on management and use of state capital invested in manufacturing and business activities of enterprises and other instructional regulations of the Government.

i) Approval of the business strategy and plan and five-year capital investment proposal; the annual business plan.

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l) Approval of the capital mobilization plan for each project with the amount of mobilized funds which is greater than the amount prescribed in point a of clause 3 of Article 23 of the Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises; the plan for mobilization of capital from foreign entities or persons.

m) Consent to the project for investment, construction, purchase and sale of fixed assets, the plan for liquidation and assignment of fixed assets, the intracorporate investment project of which value is greater than the amount that the Board of Members is authorized to decide as per Article 24 and 28 in the Law on management and use of state capital invested in manufacturing and business activities and Article 27 in the Decree No. 91/2015/ND-CP (revised).

n) Approval of the financial statement, the annual plan for profit distribution and creation of funds of the enterprise.

o) Consent to the policy for establishment, reorganization and dissolution of branches, representative offices and dependent accounting units according to the provisions of law.

3. The Board of Members of VAMC is obliged to report on and seek SBV’s opinions prior to its decision/consent for the annual financial plan, including:

- Revenue and expense plan;

- Labor and wage plan.

Section 3. REPORTING AND CONSULTING REGIMES OF DIRECT OWNER’S REPRESENTATIVES

Article 15. Reporting regimes

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a) Submitting financial supervision reports prescribed in the Decree No. 87/2015/ND-CP: Six-monthly financial supervision report must be submitted by July 20; periodic and annual financial supervision report must be submitted by April 30.

b) Annual enterprise assessment and rating report prescribed in the Decree No. 87/2015/ND-CP must be submitted by April 30 in the subsequent year.

c) Six-monthly and annual report on implementation progress of projects for investment, construction and purchase of fixed assets of the enterprise of which value equals at least the amount of investment of capital in the group-B project must be submitted by July 31 and January 31, respectively.

d) The deadline for submission of the report on the implementation progress of the 5-year plan (including the strategy, production and business plan, investment and development plan) and the production and business plan, annual financial plan of the enterprise according to regulations in Decree 10/2019/ND-CP and Decree 115/2014/ND-CP (the report on the progress in implementation of the assigned goals, tasks and targets, including the clear analysis of restrictions and causes of non-implementation or poor implementation of the plan; follow-up solutions to accomplishing the objectives in the plan for the next period) shall be subject to the provisions of Article 6 in the Decree No. 115/2014/ ND-CP.

dd) Report on the progress in restructuring of the enterprise, report on the progress in outward investment shall be submitted under clause 1 of Article 9 in the Circular No. 36/2021/TT-BTC.

e) Other report on disclosure of information of the state enterprise shall be submitted according to the Decree No. 47/2021/ND-CP (the disclosure of information about compulsorily acquired banks shall be subject to regulations of banking law on disclosure of information of credit institutions under special control).

g) Six-monthly and annual report on consolidation, analysis and evaluation of operations of an enterprise within 06 months/years, preliminary assessment of results of implementation of rating targets of an enterprise shall be submitted by July 31 and January 31, respectively.

2. Each direct owner’s representative shall assume the following responsibilities:

a) By January 31 each year and based on the assigned duties, he/she shall develop the annual working program for submission to SBV, including the recommended plans, guidelines and methods for implementation of his/her assigned duties at an enterprise of which he/she is a representative.

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- Implementation of rights and responsibilities of the representative; compliance of the representative with the guidelines, guidelines and policies of the Party and legislation of the State, decisions and directions of SBV.

- Reports and recommendations to SBV about difficulties, problems, potential risks and appropriate solutions to handling and eliminating difficulties and problems that enterprises face.

c) Make irregular reports under the provisions of clause 4 and 6 of Article 10 herein.

d) Make reports on self-assessment and assessment of the representative according to SBV’s current regulations on the assessment and categorization of civil servants, public employees, employees, executives and representatives under SBV’s control.

3. Board of Members/Governing Board shall be responsible for making photocopies of the followings and sending them to SBV after they are issued:

a) Resolution of Board of Members/Governing Board as to matters or activities subject to the requirement for submission of reports and request to SBV for its approval: With 05 working days after receipt of results of the vote taken under SBV’s guidance.

b) Important regulations of an enterprise that come in use during the period (including Regulations on organization and operation of the Board of Members/Governing Board, the Executive Board; the regime for recruitment, labor, wages, salaries and bonuses; in-house spending regulations; Regulations on investment and construction management of the enterprise; Regulations on risk management, internal control; other regulations upon SBV’s request): Within 15 working days after the date of issuance.

c) Comprehensive report to SBV on any abnormalities that may affect the operation of the enterprise or the interests of the State/SBV within 36 hours from the occurrence of one of the following events: The enterprise's account is blocked or allowed to resume after being blocked; part or all of business activities are temporarily suspended; the enterprise registration certificate, establishment license, establishment and operation license, operation license or other license or permit related to the operation of the enterprise is revoked; information provided on the enterprise registration certificate, establishment license, establishment and operation license, operation license or other license or permit related to the operation of the enterprise is amended or supplemented; any member of the Board of Members, company’s President, Director, Deputy Director or General Director, Deputy General Director, Chief Accountant, Head of Finance and Accounting Department, Inspector are changed; there is a decision to discipline, prosecute, or a judgment or decision of the Court against an executive of the enterprise; there is a conclusion from the inspection agency or the tax administration agency about any violation against law committed by the enterprise; a decision to change the independent auditing organization is issued, or audit of the financial statement is rejected; a decision on establishment, dissolution, consolidation, merger or transformation of subsidiaries, branches or representative offices is available; a decision to invest, reduce capital or divest investment capital at other enterprises is taking effect; other abnormalities that may affect the operation of the enterprise or the interests of the State/SBV exist.

4. Report recipient: SBV (care of the head unit referred to in Appendix hereto).

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1. Matters or activities, including:

Board of Members/Governing Board shall be responsible for submitting the written report on matters or activities stated in Section 2 of Chapter II herein and the written request to SBV to seek its decisions/consents/opinions prior to their decision and implementation thereof. The written request must be signed by the President of the Board of Members/Governing Board or authorized members of the Board of Members/Governing Board; must enclose the Resolution and the Meeting Minutes of the Board of Members/Governing Board. When the direct owner’s representative is absent from the meeting of the Board of Members/Governing Board, SBV shall consider collecting opinions from these members where necessary.

2. Reporting forms:

a) Reports made by the Board of Members/Governing Board shall be made in writing and managed under regulations on paperwork (sent via service of documents).

b) In urgent cases, in order to promptly deal with work, fax, email and telephone can be used as a means of sending and processing reports and requests for opinions on condition that written original copies thereof must be sent to SBV for reporting purposes within no more than 03 (three) working days from the date of submission of requests for opinions for management purposes according to regulations on archiving work.

c) For confidential information and documents, the provision of information between the Board of Members/Governing Board and SBV shall be subject to current law.

d) Recipient of reports/written requests for opinions shall be SBV (care of the head unit referred to in Appendix hereto).

Chapter III

REPRESENTATIVES OF PORTIONS OF STATE CAPITAL

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Article 17. Standards and conditions

A representative of portion of state capital must be a person meeting the following regulations:

1. Satisfy standards and conditions for becoming a representative of portion of state capital prescribed in Article 46 of the Law on management and use of state capital invested in production and business in enterprises.

2. Comply with regulations regarding holding of multiple offices and fully satisfy nomination conditions prescribed in Article 7 and 46 of the Decree No. 159/2020/ND-CP (generally applied to the case where the representative of portion of state capital invested in an enterprise of which charter capital is held by the State at a percentage of no more than 50%).

3. Fully satisfy standards and requirements for holding equivalent positions under the provisions of the Enterprise Law, company’s Charter and other regulations of relevant legislation.

4. Acquire at least 05 (five) years’ experience in one of the specializations such as finance, banking, accounting, audit, corporate governance or in business industries, lines and activities of enterprises.

5. In addition to the aforesaid regulations, the representative of portion of state capital should adhere to general standards and requirements, and particular standards of professional titles prescribed in specialized legislation (if any).

Article 18. Nomination as representatives of portion of state capital

1. Depending on the size of the company’s charter capital, the percentage of capital contributed by the State; the number of members of the Governing Board specified in the company’s Charter, business lines, characteristics and operational situation, SBV’s Governor shall decide to nominate the number of representatives of portion of state capital to be elected as the Chairman or the member of the Governing Board, or to be appointed as the General Director, the Deputy General Director, or the Head and the full-time member of the Inspection Board for the Cooperative Bank of Vietnam.

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3. Duration of nomination and re-nomination of a representative of portion of state capital shall be subject to Article 45 and 49 in the Decree No. 159/2020/ND-CP.

4. Processes and procedures for nomination, re-nomination and termination of office of a representative of portion of state capital shall be subject to regulations laid down in the Decree No. 159/2020/ND-CP and SBV’s instructions.

Article 19. Rights and authority of representatives of portion of state capital

1. Act on SBV’s behalf to monitor and supervise financial situation and results at the enterprises to which they are nominated in accordance with the provisions of law and the company’s Charter. For any matter or activity falling under the authority of the General Meeting of Shareholders, the Governing Board, if it is not classified as those on which SBV must be consulted as provided in Section 2 of Chapter III herein, representatives of state capital portions shall, at their discretion, vote/decide/contribute opinions at the General Meeting of Shareholders, the General Meeting of Members, and the meeting of the Governing Board according to the consensus principle as per clause 2 of Article 21 hereof, and shall be held solely responsible according to legislative regulations.

2. Obtain SBV’s authorization for contribution of opinions and voting at the General Meeting of Shareholders and/or meetings of the Governing Board.

3. Seek SBV’s nomination as candidates to be elected to hold the position of President and member of the Governing Board; to be appointed as the General Director, the Deputy General Director to the enterprise, or the Head and the full-time member of the Inspection Board for the Cooperative Bank of Vietnam in accordance with the Law on Enterprises, the Law on Credit Institutions, the Law on Cooperatives and the company’s Charter.

4. Receive wages, salaries, bonuses and other benefits prescribed in law and rules and regulations of enterprises.

5. Have access to training, coaching or mentoring programs for professional knowledge enhancement and information updating that are held by SBV (if any); obtain information about economic and market situations and developments, counsels on issues related to rights and obligations of representatives of state capital portions (if any); receive SBV's support and preferential treatment for their getting involved in experience exchanges and searches for business opportunities with enterprises.

6. Have other rights and benefits prescribed in legislation, SBV and enterprises in accordance with the company's Charter.

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1. Attend meetings on assignment of specific tasks and mechanisms for cooperation between representatives of portions of state capital to fulfill all responsibilities of representatives, report to SBV after these assignments and mechanisms are brought into operation for monitoring and supervision purposes (where necessary, SBV can consider issuing their relevant instructions).

2. Report on and seek SBV’s decision/opinions prior to their contribution of opinions, voting or decision on matters and activities stated in Section 2 of Chapter III herein. As for these matters or activities, representatives of portions of state capital must contribute their opinions, vote and decide in accordance with SBV’s written instructions, and must supervise the implementation of SBV’s directives.

3. Promptly report to and make recommendations to SBV about actions to be taken when enterprises operate at a loss; are insolvent; make investment not on target as required by strategies, proposals or plans; fail to reach goals and objectives set by SBV or commit other violations.

4. Regularly monitor and grasp the operation of enterprises, supervise state capital investment in enterprises according to their assigned tasks. When discovering that enterprises have potential risks or deviate from strategic goals, plans or guidelines of the State/SBV, they must promptly report to SBV and propose remedies. After receipt of SBV’s opinions or instructions, they must strictly obey them.

5. Submit all regular, irregular and ad-hoc reports required by SBV.

6. Request enterprises to pay distributable profits and dividends in proportion to portions of state capital in the state budget. Cooperate with the State Bank in monitoring, verifying debts and expediting the payment of debts, including dividends, amounts distributed from contributed capital, remuneration and receivables of the State and SBV at enterprises.

7. When buying or being rewarded with shares issued under the employee stock ownership plan, each representative of state capital portion must report in writing to SBV; SBV shall then decide in writing the number of shares the representative of the state capital portion can purchase and can be rewarded with according to the degree of his/her commitment and performance.

If the representative of state capital portion does not report his/her entitlement to receive the reward or purchase shares, he/she may be subject to the process of consideration of pay grade reduction, termination of the authority to represent state capital at the company or termination of his/her labor contract, and is required sell back the volume of shares, convertible bonds that exceed the allowable limit to SBV at the purchase price at the time of issuance. In case where the representative of portion of state capital has sold out all of these shares, the difference between value of shares sold at the market price at the time of sale and costs of purchase of shares and other associated costs (if any) must be paid to SBV.

8. Bear responsibility to law and SBV for implementation of their assigned office, authority and duties. In case of breaching trust, abusing office, authority or powers to the detriment of the State/SBV, they must bear responsibility and pay compensations for these offences under law and regulations hereof.

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10. Proactively and actively cooperate with inspection and examination delegations and relevant organizations and individuals in supervising activities at enterprises.

11. Take charge of public announcement and disclosure of information in accordance with the Decree No. 47/2021/ND-CP regarding public disclosure of enterprises of which more than 50% of charter capital is held by the State (not applicable to NAPAS).

12. In case of detecting any sign of violation of law on corporate financial management, the representative of portion of state capital invested in the enterprise shall promptly report and recommend to SBV in order for SBV to direct the representative to request the company’s Inspection Board to conduct inspection of compliance with law on management, use, preservation and development of the company's capital. Based on results of the inspection conducted by the Inspection Board, the representative can compile a timely general report to SBV to seek its instructions.

13. Implement other rights, authority and responsibilities as per the joint stock company’s charter, legislation on enterprises and other regulations of relevant law.

Article 21. Rights and responsibilities of general representatives

Apart from implementing rights, authority and responsibilities of a representative of portion of state capital referred to in Article 19 and 20 herein, the general representative shall have the following responsibilities and obligations:

1. Closely cooperate with other representative of portion of state capital in the course of performing their duties; assume responsibility for integrating the opinions contributed by representatives of portion of state capital into reports and scheduled working programs and plans submitted to SBV on time and in accordance with SBV’s regulations.

2. Chair the meeting or collect written opinions to reach agreement amongst the representatives of state capital portion before voting and deciding at the meeting of the Governing Board on matters or activities falling within the authority of the Governing Board if they are not classified as those on which SBV must be consulted with as prescribed in Section 2 of Chapter III herein. In case of disagreement between the representatives of portion of state capital, the general representative shall be responsible for collecting all of dissenting opinions of the representatives to report them to and consult with SBV (clearly explaining the reasons for these dissenting opinions). After receipt of SBV’s instructions, the representative shall be responsible for acting under these instructions.

Section 2. MATTERS AND ACTIVITIES REQUIRING REPRESENTATIVES OF PORTION OF STATE CAPITAL TO REPORT TO AND CONSULT WITH SBV PRIOR TO CONTRIBUTION OF OPINIONS, VOTING OR DECIDING AT THE GENERAL MEETING OF SHAREHOLDERS OR THE GOVERNING BOARD’S MEETING

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1. Charter of a credit institution; amendments and supplements to its Charter.

2. Employee recruitment regime; wage, salary and bonus package of the credit institution.

3. Objectives, tasks and business sectors or industries; business reorganization, dissolution and application for bankruptcy of the credit institution.

4. Business strategies, plans and investment and development plans.

5. Any increase or decrease in charter capital; types of shares and total volume of shares of which offering is authorized; the redemption of over 10% of total volume of each type of shares already sold.

6. Policy for incorporation, capital contribution, holding, increase and reduction of equity participation in subsidiaries; acquisition of enterprises voluntarily participating as subsidiaries and associate companies.

7. Nomination for election, petition for dismissal, removal from office, commendation and rewarding (except for in-house commendation and rewarding activities), handling of violations of the President of the Governing Board, members of the Governing Board, Inspectors; nomination for appointment, petition for dismissal, conclusion of contracts, termination of contracts with the General Director, Deputy General Director, Chief Accountant of the credit institution; wages, salaries, bonuses and other interests or benefits of members of the Governing Board, General Director, Deputy General Director, Inspectors and Chief Accountant of the credit institution; the number of members of the Governing Board, members of the Inspection Board and the Deputy General Director of the credit institution.

8. Policy to enter into a borrowing or lending contract of which value is equal to or greater than 50% of the credit institution's charter capital or accounts for another percentage less than the one specified in the credit institution's charter (except for cases of extending credit in excess of the limit specified in Article 128 of the Law on Credit Institutions, the regulations of the banking law shall apply).

9. Policy to take out foreign loans by a credit institution under the authority of the General Meeting of Shareholders and the Governing Board under law and the credit institution's charter.

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11. Transfer of the right to buy shares, the right to contribute capital by the State/SBV at a credit institution to another organization or individual shall be carried out according to the method of public auction or agreement according to the Government's regulations on investment of state capital in enterprises and management and use of capital and assets contributed to enterprises.

12. Annual financial plan of a credit institution is classified into the following:

- Revenue and expense plan;

- Funding source and capital utilization plan;

- Labor and wage plan.

13. Financial rules of the credit institution; amendments and supplements to its financial rules.

14. Private sale of shares to investors.

15. Policy for investment, purchase and sale of an asset of a credit institution of which value accounts for at least 10% of the charter capital of the credit institution stated in the latest audited financial statement; policy to approve other contract and transaction of which value accounts for at least 35% of total value of assets recorded in the latest financial statement of the credit institution.

16. Policy for implementation of outward investment projects of a credit institution.

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1. Charter, amendments and supplements to the Charter.

2. Recruitment regime; wage, salary and bonus package of the bank.

3. Objectives, assignments and business sectors or industries; business reorganization, dissolution and application for bankruptcy of the bank.

4. Business strategies, plans and investment and development plans.

5. Any increase or decrease in charter capital; amount of contributed capital of each member.

6. Policy for establishment, contribution of capital, holding, increase and reduction of capital contributed by the enterprise to a subsidiary.

7. Nomination for election, petition for dismissal, removal from office, commendation and rewarding (except for in-house commendation and rewarding activities), handling of violations of the President of the Governing Board, members of the Governing Board, Inspectors; nomination for appointment, petition for dismissal, conclusion of contracts, termination of contracts with the General Director, Deputy General Director, Chief Accountant of the bank; wages, salaries, bonuses and other interests or benefits of members of the Governing Board, General Director, Deputy General Director, Inspectors and Chief Accountant of the bank; the number of members of the Governing Board, members of the Inspection Board and the Deputy General Director of the bank.

8. Policy for purchase and sale of assets and entry into a borrowing and lending contract of which value is equal to or greater than 50% of the bank's charter capital or accounts for another percentage less than the one prescribed in the bank’s charter.

9. Policy to take out foreign loans by the bank under the authority of the General Meeting of Shareholders and the Governing Board in accordance with law and the bank's charter.

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11. Transfer of the right to buy shares, the right to contribute capital by the State/SBV at the bank to another organization or individual shall be carried out according to the method of public auction or agreement according to the Government's regulations on investment of state capital in enterprises and management and use of capital and assets contributed to enterprises.

12. Annual financial plan of the bank is classified into the following:

- Revenue and expense plan;

- Funding source and capital utilization plan;

- Labor and wage plan.

13. Financial rules of the bank; amendments and supplements to these financial rules.

14. Policy for implementation of outward investment projects of the bank.

Article 24. Matters and activities requiring representatives of portion of state capital contributed to NAPAS to report to and consult with SBV prior to contribution of opinions, voting or deciding at the General Meeting of Shareholders or the Governing Board’s meeting

1. Charter, amendments and supplements to the charter of the enterprise.

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3. Objectives, tasks and business sectors or industries; business reorganization, dissolution and application for bankruptcy.

4. Business strategies, plans and investment and development plans.

5. Any increase or decrease in charter capital; time and method of capital mobilization; types of shares and total number of shares of each kind of which offering is authorized; redemption of over 10% of total shares of each kind already sold.

6. Policy for establishment, capital contribution, holding, increase and reduction of capital invested by the enterprise in its subsidiaries; establishment, reorganization (split-up, split-off, consolidation and merger) and dissolution of its branches and representative offices; acquisition of other enterprises voluntarily participating as its subsidiaries and associate companies.

7. Nomination for election, petition for dismissal, removal from office, commendation and rewarding (except for in-house commendation and rewarding activities), handling of violations of the President of the Governing Board, members of the Governing Board, Inspectors; nomination for appointment, petition for dismissal, conclusion of contracts, termination of contracts with the General Director, Deputy General Director, Chief Accountant of the enterprise; wages, salaries, bonuses and other interests or benefits of members of the Governing Board, General Director, Deputy General Director, Inspectors and Chief Accountant of the enterprise; the number of members of the Governing Board, members of the Inspection Board and the Deputy General Director of the enterprise.

8. Policy to take out foreign loans by enterprises under the control of the General Meeting of Shareholders and the Governing Board as per law and the enterprise's charter.

9. Policy on buying and selling assets and entry into a borrowing and lending contract of which value is equal to or greater than 50% of the enterprise's charter capital or accounts for another percentage less than the one prescribed in the enterprise’s charter.

10. Annual report on financial situations, distribution of profits, establishment and use of funds and share dividends.

11. Transfer of the right to buy shares, the right to contribute capital by the State/SBV at the enterprise to another organization or individual shall be carried out according to the method of public auction or agreement according to the Government's regulations on investment of state capital in enterprises and management and use of capital and assets contributed to enterprises.

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- Revenue and expense plan;

- Labor and wage plan.

13. Financial rules of the enterprise; amendments and supplements to these financial rules.

14. Private sale of shares to investors.

15. Policy for approval of a contract and transaction of which value accounts for at least 35% of total value of assets recorded in the latest financial statement of the enterprise.

16. Policy for implementation of outward investment projects of the enterprise.

Section 3. REPORTING AND CONSULTING REGIMES OF REPRESENTATIVES OF PORTION OF STATE CAPITAL

Article 25. Reporting regimes of representatives of portion of state capital

1. General representatives shall submit periodic reports to SBV as follows:

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b) Six-monthly and annual financial supervision reports prescribed in the Decree No. 87/2015/ND-CP shall be submitted by July 20 and April 30 respectively.

c) Annual enterprise assessment and rating reports prescribed in the Decree No. 93/2017/ND-CP and the Circular No. 12/2018/TT-BTC shall be submitted by April 30 in the subsequent year (applicable to state-invested credit institutions).

d) Six-monthly and annual reports on implementation progress of projects for investment, construction and purchase of fixed assets of enterprises, each of which has value equal to at least the amount of investment of capital required for group-B projects shall be submitted by July 31 and January 31 in the subsequent year respectively.

d) The deadline for submission of the report on the implementation progress of the 5-year plan (including the strategy, production and business plan, investment and development plan) and the production and business plan, annual financial plan of the enterprise according to regulations in Decree 10/2019/ND-CP and Decree 115/2014/ND-CP (the report on the progress in implementation of the assigned goals, tasks and targets, including the clear analysis of restrictions and causes of non-implementation or poor implementation of the plan; follow-up solutions to accomplishing the objectives in the plan for the next period) shall be subject to the provisions of Article 6 in the Decree No. 115/2014/ ND-CP.

e) Reports on disgorgement and transfer of share dividends to the state budget and SBV (enclosing relevant evidencing documents) shall be submitted within 05 working days from the date of such disgorgement and transfer.

g) Review reports on outward investment shall be submitted under clause 2 of Article 9 in the Circular No. 36/2021/TT-BTC.

h) Other reports disclosure of information by enterprises, each of which has more than 50% of charter capital held by the State shall be submitted under the provisions of the Decree No. 47/2021/ND-CP.

i) Six-monthly and annual report on consolidation, analysis and evaluation of operations of an enterprise and annual reports on preliminary assessment of achievement of targets indicating effectiveness of investment of state capital in enterprises shall be submitted by July 31 and January 31 respectively.

2. Each representative of portion of state capital shall assume the following responsibilities:

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b) The representative shall submit the six-monthly and annual reports on assessment of his/her implementation progress and activities by July 31 and January 31, respectively, to SBV. Each report should contain the followings:

- Implementation of rights and responsibilities of the representative; compliance of the representative with the guidelines, guidelines and policies of the Party and legislation of the State, decisions and directions of SBV.

- Reports and recommendations to SBV about difficulties, problems, potential risks and appropriate solutions to handling and eliminating difficulties and problems that enterprises face.

c) Make irregular reports under the provisions of clause 3, 4 and 12 of Article 20 herein.

d) Make reports on self-assessment and assessment of the representative according to SBV’s current regulations on the assessment and categorization of civil servants, public employees, employees, executives and representatives under SBV’s control.

3. General representatives shall be responsible for making photocopies of the following documents and sending them to SBV after they are issued:

a) Six-monthly and annual reports on governance of the company’s operations (applicable to enterprises listed under law): By July 31 and January 31 in the subsequent year, respectively.

b) Resolution of the Governing Board regarding matters or activities needing reports to or requests for opinions from SBV, resolution of the annual and extraordinary General Meeting of Shareholders: Within 15 working days after receipt of results of the vote taken under SBV's instructions.

c) Important regulations of an enterprise that are issued during the period (including Charter; financial rules and regulations; regulations on organization and operation of the Board of Members/Governing Board; regimes for recruitment, labor, wages, salaries and bonuses; in-house spending rules and regulations; Regulations on investment and construction management of an enterprise; Regulations on risk management and internal control; other regulations upon SBV’s request): Within 15 working days after the date of issuance.

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4. Report recipient: SBV (care of the head unit referred to in Appendix hereto).

Article 26. Forms of reporting on matters or activities requiring reports to and requests for opinions from SBV prior to contribution of opinions/voting/decision

1. Matters or activities, including:

Representatives of portion of state capital shall be responsible for submitting written reports to SBV and requesting SBV to give its written opinions prior to contribution of opinions/voting/decision by the Governing Board on matters or activities stated in Section 2 of Chapter III herein. As for matters or activities requiring representatives of state capital portion to report to and request opinions from SBV under the provisions of Section 2 of Chapter III herein, the written request for opinions prepared and submitted by the representative of portion of state capital shall be signed by all of representatives of portions of state capital at the enterprise or by the general representative, enclosing the meeting minutes that clarify opinions from representatives of portions of state capital. In case where any representative of portion of state capital is absent from the meeting, the written request submitted to SBV must enclose opinions from absentees, except in case of any force majeure event that takes place (SBV can consider collecting opinions from representatives where necessary).

2. Reporting forms:

a) Reports made by the representative of portion of state capital shall be made in writing and managed under regulations on paperwork (sent via service of documents).

b) In urgent cases, in order to promptly deal with work, fax, email and telephone can be used as a means of sending and processing reports and requests for opinions on condition that written original copies thereof must be sent to SBV for reporting purposes within no more than 03 (three) working days from the date of submission of requests for opinions for management purposes according to regulations on archiving work.

c) For confidential information and documents, the provision of information between the representative of portion of state capital and SBV shall be subject to law currently in effect.

d) Recipient of reports/written requests for opinions shall be SBV (care of the head unit referred to in Appendix hereto).

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a) Concerning any matter or activity requiring the representative of portion of state capital to report and request opinions prior to contribution of opinions or voting at the General Meeting of Shareholders/General Meeting of Members, the representative shall send all required documentation to SBV within the maximum time limit of 15 working day prior to sending the notice of invitation to the meeting and materials required for use in the General Meeting of Shareholders to all shareholders. In case where SBV requests explanations and provision of further information, the representative shall be responsible for providing additional information within 03 working days of receipt of SBV’s request. In case where the representative fails to submit all required documentation, explanations or additional information within the aforesaid time limit, the representative is not allowed to vote and request the Governing Board not to submit materials receiving none of SBV's opinions to the General Meeting of Shareholders/General Meeting of Members.

b) As for any matter or activity requiring the representative of portion of state capital to request SBV’s opinions as per regulations hereof, if any issue arising in the meeting of the Governing Board held upon request of the Executive Board/Board of Directors of an enterprise or in the session of the General Meeting of Shareholders has not yet obtained opinions from SBV, the representative can request the meeting to vote and decide later.

Chapter IV

SUPERVISION AND INSPECTION OF ACTIVITIES OF INVESTMENT, MANAGEMENT AND USE OF STATE CAPITAL INVESTED IN ENTERPRISES

Article 27. Supervision

1. Activities involved in the supervision process:

These encompass activities of supervision of investment, management and use of state capital invested in enterprises under the Law on management and use of state capital invested in manufacturing and business activities of enterprises; activities of supervision of investment of state capital in enterprises, corporate financial supervision and supervision of outward investment capital of enterprises under the Decree No. 87/2015/ND-CP; activities of financial supervision under the Decree No. 93/2017/ND-CP (applicable to credit institutions) and regulations herein.

2. Supervision methods:

a) Supervision before implementation: This is the process of SBV’s reviewing, deciding/approving/giving opinions about regulations and materials issues affecting manufacturing and business activities of an enterprise, the midterm and long-term operational strategy, plans and other matters under the provisions of Section 2 of Chapter II and Section 2 of Chapter III herein.

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c) Supervision after implementation: This is the process of SBV’s inspection of operating results of an enterprise through financial, statistical and other reports under law and SBV’s regulations that are submitted by a representative at an enterprise.

d) Indirect supervision: This process is carried out through monitoring, consolidation and analysis of financial statements, statistical reports, financial supervision reports, reports on progress in implementation of office, authority and duties of representatives and other information or reports submitted by representatives;

dd) Direct supervision: This process is carried out through periodic inspection and examination conducted at enterprises on a regular or irregular manner.

Article 28. Assignment on performing supervision duties

1. SBV-controlled units designated as head units in charge of respective assignments prescribed in the Appendix hereto shall be responsible for performing tasks of supervision over several assigned duties (including supervision before implementation, in-progress supervision, supervision after implementation, direct supervision and indirect supervision).

2. Bank Supervision and Inspection Agency shall serve as the head unit in charge of formulating Regulations on financial supervision, assessing operational efficiency and determining particular financial supervision targets (if any) prescribed in the Decree No. 87/2015/ND-CP for enterprises (except NMPF); shall send the Finance – Accounting Department approved annual inspection plans that are integrated into annual financial supervision plans of enterprises; shall actively provide timely reports to the Finance - Accounting Department on any issue that arises from operations of enterprises in order for the Department to promptly recommend the Governor to instruct representatives to take actions.

3. Finance – Accounting Department shall serve as the head unit in charge of general duties to supervise activities of investment, management and use of state capital invested in enterprises, including: Advising about and formulating Rules and Regulations on Representatives; organizing annual meetings between SBV’s Management and Representatives at enterprises; drawing up annual financial supervision plans (including inspection and examination plans to be carried out at enterprises); making reports on supervision of activities of investment, management and use of state capital at enterprises (including supervision reports prescribed in the Decree No. 87/2015/ND-CP and other reports as per legislative regulations) that are carried out by enterprises under SBV's control and sending them to relevant Ministries and authorities.

Chapter V

ASSESSMENT, RANKING, COMMENDATION, REWARDING AND HANDLING OF VIOLATIONS FOR REPRESENTATIVES

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1. On a yearly basis, SBV shall consult results of manufacturing and business activities of enterprises and targets that they are assigned to achieve to assess and rank representatives.

2. Assessment, ranking, commendation, rewarding and disciplinary actions towards representatives shall be subject to the Government’s regulations on management of persons holding titles, positions and representatives of portions of state capital invested in enterprises and Governor’s regulations on assessment and rating of civil servants and public employees, employees and representatives under SBV's management.

Article 30. Handling of violations

1. SBV shall apply methods of handling violations under their authority to representatives if they violate the following regulations:

a) Fail to carry out or improperly or inadequately carry out obligations and responsibilities of a representative (regardless of whether damage is incurred or not), especially in cases where the representative does not seek opinions or solicits opinions from SBV but voting, deciding or giving opinions in breach of SBV’s instructions with respect to any matter or activity about which SBV must be consulted in accordance with these Regulations.

b) Decide ultra vires or without authorization to the extent of damaging enterprises and legitimate interests and benefits of the State/SBV.

c) Fail to submit, submit incomplete or untimely reports as prescribed in Articles 15 and 25 of these Regulations, and receive written criticisms and warnings from the Governor three or more times; submit unfaithful and incomplete reports on the efficiency of investment of state capital in enterprises.

2. Manners of handling of violations

a) Dismiss them from the position of an executive of a state-owned enterprise/terminate their office as a representative of portion of state capital, and/or apply disciplinary actions in accordance with labor law and SBV's regulations on representatives.

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Article 31. Liability for compensation for material damage

1. If any representative commits any violation against law or any violation pertaining to a representative’s obligations to the material detriment of legitimate rights and interests of the State/SBV at enterprises, he/she shall be responsible for paying compensation, returning material objects and taking action under law and SBV's regulations.

2. If it is discovered that any representative causes material damage to legitimate rights and interests of the State/SBV at enterprises, SBV shall set up a Council on Response to Compensation and Returning Liability as per law and SBV's regulations. In case where the representative deliberately fails to discharge their compensation or returning obligations, he/she shall be sued in the court having appropriate jurisdiction as per law.

3. After termination of office as a representative, the representative shall remain to bear liability for any material damage that the representative causes when he/she is in office.

Chapter VI

ASSIGNMENT WITHIN SBV ON IMPLEMENTATION OF RIGHTS AND RESPONSIBILITIES OF REPRESENTATIVES OF STATE OWNERSHIP INTERESTS IN ENTERPRISES

Article 32. Assignment within SBV’s Leadership

The Governor and the Deputy Governors shall be vested with authority to consider deciding on matters or activities that require representatives to report to, and receive opinions from SBV as prescribed in these Regulations in the appropriate scope of work and are managed by assigned head units under SBV’s decision on assignment within SBV’s Leadership, except the followings falling under the decision-making authority of SBV’s Leadership, including:

1. Policy for investment in capital construction, lease, purchase and sale of assets of enterprises under SBV’s control with the investment value at least equal to the amount of group-A investment capital in accordance with the Law on Public Investment.

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3. Enterprise’s business strategy or plan and capital investment plan to be executed within the minimum period of 5 years.

4. Issues relating to reinforcement of the organizational apparatus; succession planning, training, coaching, appointment, reappointment, dismissal, suspension of office, dispatch, transfer, commendation, rewarding, disciplining and implementation of regimes and policies, etc. for executive titles of enterprises, subject to regulations on decentralization of authority over personnel management of SBV.

5. Other matters or activities falling in the cases where Deputy Governors consider that they must be represented to the Governor to seek his decision or opinions from SBV’s Leadership.

Article 33. Assignments given SBV-controlled functional units acting as head units to advise SBV’s Governor about implementing authority and responsibilities in the role of the representative of state ownership interests in enterprises under SBV’s control

Assignments of SBV-controlled functional units acting as head units in charge of advising SBV’s Governor about implementing authority and responsibilities in the role of the representative of state ownership interests in enterprises shall be subject to regulations laid down in the Appendix hereto.

Article 34. Responsibilities of head units and SBV-controlled units

1. Head units referred to in the Appendix hereto shall assume the following responsibilities:

a) Assume responsibility for cooperating with relevant units in performing the tasks assigned by the Governor. Formulate and seek the Governor’s approval of issuing instructional documents and sample reports of representatives carrying out obligations to report to and request opinions from the owner in accordance with regulations laid down in legal normative documents currently in effect where necessary.

b) Counsel and recommend SBV’s Leadership to consider officially approving and giving their opinions in reply to representatives about matters or activities requiring representatives to request opinions prior to voting or granting decision/consent regarding issues at the General Meeting of Shareholders, the Board of Members/Governing Board at enterprises. When handling issues falling within the tasks and powers of other units, head units may submit written requests for opinions from relevant functional units to take them into account to take actions against these issues under respective jurisdiction. Each written request should clarify matters or activities requiring requests for opinions. In case where head units submit requests for opinions from SBV-controlled units, but receive no sufficient or timely response, they should report to SBV's Leadership for their consideration before issuing decisions.

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d) Perform several other jobs related to management and use of state capital invested in business activities of enterprises in accordance with current regulations and within their assigned duties stated herein.

2. SBV-controlled units

Within the scope of their assigned functions and duties, other SBV-controlled units shall assume the following responsibilities:

a) Actively and proactively cooperate with head units in addressing issues that arise in order to ensure promotion of SBV’s roles and responsibilities for implementation of rights and responsibilities of representatives of state ownership interests in enterprises: When being requested to give opinions, collaborate with head units on giving all opinions about issues falling under their respective powers and duties in which viewpoints about these issues should be clarified; or actively submit opinions to head units so that they can collect them before dealing with issues falling under their respective powers and duties. Where necessary, relevant units must actively report to the in-charge Deputy Governor before sending them to head units in order for them to integrate them into the report to the Governor.

b) Provide information at the request of head units to deal with issues related to implementation of rights and responsibilities of the representative of state ownership interests in enterprises under SBV's control. Provided information should be faithful, impartial, accurate, adequate and timely.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 35. Grandfather clauses

1. For any matter or activity on which representatives are reporting and requesting opinions from SBV under Regulations annexed to the Decision No. 2678/QD-NHNN dated December 30, 2019, if it is not classified as the one requiring opinions under these Regulations, representatives shall actively contribute opinions, vote and decide at the General Meeting of Shareholders/General Meeting of Members, meetings of the Governing Board/Board of Members as prescribed in clause 2 of Article 9 and clause 1 of Article 19 herein, and shall take sole responsibility according to law.

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a) As for matters or activities that are related to long-term operational orientation of enterprises and that it takes long time to deal with (cooperation between ministries or authorities may be required) or assignments that are newly accepted/on which opinions are newly requested or that are not submitted to SBV’s Leadership, head units referred to in the Regulations annexed to the Decision No. 2678/QD-NHNN shall hand all relevant (written) documents over to units appropriately assigned to handle them under these Regulations, including: Charter; development strategy; midterm business, investment and development plan; investment, increase or reduction in capital invested by an enterprise in its subsidiaries, associate companies (including plan for reorganization of enterprises having investment capital of a parent company which is a state enterprise); increase in charter capital.

b) As for matters or activities that are short-term and in process, head units dealing with them under the Regulations annexed to the Decision No. 2678/QD-NHNN shall continue to do so until all work is completed.

Article 36. Implementation

1. Finance – Accounting Department, Bank Supervision and Inspection Agency, Personnel and Organization Department, other relevant departments or authorities shall, within their duties and authority assigned and delegated under these Regulations, assume responsibility for duly implementing regulations laid down herein.

2. If written documents used as references herein are subject to any revision or change, new versions thereof shall prevail.

3. In the course of implementation of this Decision, if there is any difficulty that arises, relevant units should promptly send written feedbacks to the Finance – Accounting Department in order for them to integrate them into a report to the Governor for his review and possible solutions./.

APPENDIX

ASSIGNMENTS OF SBV-CONTROLLED FUNCTIONAL UNITS ON ADVISING SBV’S GOVERNOR ABOUT IMPLEMENTING AUTHORITY AND RESPONSIBILITIES IN THE ROLE OF THE REPRESENTATIVE OF STATE OWNERSHIP INTERESTS (To the Decision No. 1500/QD-NHNN dated September 20, 2021 of SBV’s Governor, issuing Regulations on representatives of direct owners, representatives of portions of state capital paid in credit institutions, financial institutions and enterprises under the control of State Bank of Vietnam)

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Description

Head unit

I

Wholly state-owned credit institutions

1

Matters or activities subject to the requirement whereunder the representative of direct owner is obliged to report to and seek decisions/consents/opinions from SBV as per Article 11 herein

1.1

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Bank Supervision and Inspection Agency

1.2

Financial rules; amendments and supplements to financial rules

Finance – Accounting Department

1.3

Decision on reorganization, transfer of ownership, dissolution and application for bankruptcy.

Bank Supervision and Inspection Agency

1.4

Decision on assessment, succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the President and members of the Board of Members, Inspectors; decision/approval of succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the General Director; decision/opinion on appointment of the Deputy General Director, the Chief Accountant of a credit institution.

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1.5

Decision on disciplining, wages, salaries, remuneration, bonuses and other benefits of the President, members of the Board of Members or Inspectors; approval of disciplining of the General Director; decision on the annual wage and salary fund for executives and inspectors.

Personnel and Organization Department

1.6

Decision/approval of commendation and rewarding for the President and members of the Board of Members, Inspectors and General Director.

Emulation - Rewarding Department

1.7

Decision on the policy for establishment of a new subsidiary of which 100% of equity is held by a credit institution; the policy for contribution of new capital, establishment of a new domestic and foreign enterprise existing in the form of a multiple-member limited liability company, joint-stock company, foreign-invested company; the policy for acquisition of a joint-stock company, multiple-member limited liability company as a subsidiary or associate company of the credit institution; the policy for investment of additional capital or discontinuation of investment of additional capital in a subsidiary and associate company.

Bank Supervision and Inspection Agency

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Decision on the policy for contribution of capital, increase or decrease in contributed capital, transfer of capital invested in a joint stock company or a multiple-member limited liability company; decision on the transfer of capital invested by a credit institution in a joint stock company or a multiple-member limited liability company which is issued in the case where value of transferred capital is less than book value in an enterprise after use of the provision against loss of investment.

Bank Supervision and Inspection Agency

1.9

Decision on policies for outward investment of a credit institution as per Article 29 in the Law No. 69/2014/QH13.

Bank Supervision and Inspection Agency

1.10

Consent to allowing the Board of Members to decide contracts to lease, mortgage and hypothecate the asset of a credit institution that has its value greater than the amount that the Board of Members is authorized to decide in accordance with Article 23 in the Law No. 69/2014/QH13 and Article 26 in the Decree No. 91/2015/ND-CP; consent to allowing the Board of Members to decide contracts to rent the asset of the credit institution that has its value greater than the amount allocated under the authority delegated to the Board of Members as per the Law No. 69 and other instructions of the Government.

- Finance – Accounting Department acts as the head unit in charge of any asset that does not fall in the information technology sector.

- Information Technology Department acts as the head unit in charge of any asset that falls in the information technology sector.

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Approval of the strategy, business plan and five-year investment and development plan

Bank Supervision and Inspection Agency

1.12

Approval of the amount of charter capital of a credit institution (even including adjustments in its charter capital during its operation).

Finance – Accounting Department

1.13

Consent to the project for investment, construction, purchase and sale of fixed assets, the plan for liquidation and assignment of fixed assets of which value is greater than the amount that the Board of Members is authorized to decide as per Article 24 of Law No. 69 and Article 27 of the Decree No. 91/2015/ND-CP (except those assets falling in the information technology sector).

- Finance – Accounting Department acts as the head unit in charge of any asset or project that does not fall in the information technology sector.

- Information Technology Department acts as the head unit in charge of any asset or project that falls in the information technology sector.

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Approval of intracorporate investment projects of a credit institution, each of which has value greater than the amount that the Board of Members is allowed to decide as per Article 28 in the Law No. 69.

Bank Supervision and Inspection Agency

1.15

Approval of financial statements, plans for distribution of profits or creation of annual funds of credit institutions.

Finance – Accounting Department

1.16

Approval of plans for mobilization of funds from foreign organizations and individuals.

Foreign Exchange Management Department

1.17

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- Finance – Accounting Department acts as the head unit advising them about submitting reports on this to the Governor.

- Bank Supervision and Inspection Agency: Evaluating business targets: Total asset, capital mobilization, outstanding credit balance; bad or doubtful debt ratio

1.18

Annual financial plans

- Finance – Accounting Department acts as the head unit advising them about submitting reports to the Governor. Departments and authorities cooperate as follows:

- Bank Supervision and Inspection Agency: Evaluating business targets (e.g. revenue, expenses and provisions for credit risk).

- Personnel and Organization Department: Evaluating wage costs.

- Information Technology Department: Evaluating expenses for information technology assets.

1.19

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Personnel and Organization Department

2

Setting targets for assessment of performance and rating of credit institutions; assessing performance of credit institutions and rating credit institutions

Finance – Accounting Department

3

Disclosing information about credit institutions, supervising disclosure of information about credit institutions prescribed in the Decree No. 47/2021/ND-CP.

Finance – Accounting Department

4

Acting as the primary contact for receipt of reports from representatives as per Article 15 herein (including ad-hoc reports)

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5

Acting as the head unit in charge of financial supervision prescribed in Article 27 and 28 herein.

Finance – Accounting Department

6

Monitoring the progress in implementation of office, authority and duties of representatives (annual working programs; processing and consolidating periodic reports of representatives for reporting to the Governor; holding periodic meetings with representatives, etc.)

Finance – Accounting Department

7

Issuing Operating Rules and Regulations of the Inspection Board and Inspectors at credit institutions; monitoring, supervising, assessing, consolidating and handling work related to activities, management and policies of the Inspection Board and Inspectors (according to regulations laid down in the Decree No. 47/2021/ND-CP)

Bank Supervision and Inspection Agency

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Deposit Insurance of Vietnam

1

Matters or activities subject to the requirement whereunder the representative of direct owner is obliged to report to and seek decisions/consents/opinions from SBV as per Article 12 herein

1.1

Approving Charter; amendments and supplements to Charter.

Bank Supervision and Inspection Agency

1.2

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Bank Supervision and Inspection Agency

1.3

Decision on appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge, rewarding, disciplining and retirement of the President of the Governing Board.

Personnel and Organization Department

1.4

Decision on approval of the amount of charter capital (including approval of adjustments in charter capital during the operating process).

Finance – Accounting Department

1.5

Approval of the business plan and five-year development investment plan.

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1.6

Strategy for development of Deposit Insurance of Vietnam.

Bank Supervision and Inspection Agency

1.7

Decision on assessment of the President of the Governing Board; decision on succession planning of the President of the Governing Board after receipt of opinions from the Ministry of Home Affairs; decision on assessment, succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of members of the Governing Board and Inspectors; decision/approval of succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the General Director, and decision/opinion on appointment of the Deputy General Director, the Chief Accountant.

Personnel and Organization Department

1.8

Decision on disciplining, wages, salaries, remuneration, bonuses and other benefits of members of the Governing Board or Inspectors; approval of disciplining of the General Director; decision on the annual wage and salary fund for executives and inspectors.

Personnel and Organization Department

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Decision on commendation, rewarding members of the Governing Board or Inspectors; approval of rewarding and commendation for the General Director.

Emulation - Rewarding Department

1.10

Consent to allowing the Governing Board to decide contracts to lease, mortgage and hypothecate the fixed asset of DIV that has its value greater than the amount that the Governing Board is authorized to decide in accordance with Article 23 in the Law No. 69 and Article 26 in the Decree No. 91/2015/ND-CP; consent to allowing the Governing Board to decide contracts to rent the asset of DIV that has its value greater than the amount that the Governing Board is authorized to decide as per the Law No. 69 and other instructions of the Government.

- Finance – Accounting Department acts as the head unit (except in case of assets or projects falling in the information technology sector)

- Information Technology Department acts as the head unit in charge of any asset or project that falls in the information technology sector.

1.11

Consent to the project for investment, construction, purchase and sale of the fixed asset, the plan for liquidation and assignment of the fixed asset of which value is greater than the amount that the Governing Board is authorized to decide as per Article 24 of Law No. 69 and Article 27 of the Decree No. 91/2015/ND-CP.

1.12

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Bank Supervision and Inspection Agency

1.13

Approval of plans for mobilization of funds from foreign organizations and individuals.

Foreign Exchange Management Department

1.14

Approval of intracorporate investment projects of the enterprise, each of which has its value greater than the amount that the Board of Members is authorized to decide as per Article 28 in the Law No. 69.

Bank Supervision and Inspection Agency

1.15

Approval of annual financial statements, plans for treatment of the difference between revenue and expenditure of DIV.

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1.16

Decision on the organization structure of DIV; approval of the policy for establishment, reorganization and dissolution of branches, representative offices and dependent accounting units according to the provisions of law.

Bank Supervision and Inspection Agency

1.17

Approval of annual business plans.

Finance – Accounting Department

1.18

Annual financial plans

- Finance – Accounting Department acts as the head unit advising DIV about the report on this to the Governor. Departments cooperate as follows:

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- Personnel and Organization Department: Evaluating wage costs.

- Information Technology Department: Evaluating expenses for information technology assets.

1.19

Approving/offering opinions about annual labor and wage plans.

Personnel and Organization Department

2

Setting targets for assessment of performance and rating of the enterprise; assessing performance of the enterprise and rating the enterprise.

Finance – Accounting Department

3

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Finance – Accounting Department

4

Acting as the primary contact for receipt of reports from representatives as per Article 15 herein (including ad-hoc reports)

Finance – Accounting Department

5

Acting as the head unit in charge of financial supervision prescribed in Article 27 and 28 herein.

Finance – Accounting Department

6

Monitoring the progress in implementation of office, authority and duties of representatives at DIV (annual working programs and plans; processing and consolidating periodic reports of representatives for reporting to the Governor; holding periodic meetings with representatives, etc.)

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7

Issuing Operating Rules and Regulations of the Inspection Board and Inspectors at DIV; monitoring, supervising, assessing, consolidating and handling work related to activities, management and policies of the Inspection Board and Inspectors (according to regulations laid down in the Decree No. 47/2021/ND-CP).

Bank Supervision and Inspection Agency

III

NMPF

1

Matters or activities subject to the requirement whereunder the representative of direct owner is obliged to report to and seek decisions/consents/opinions from SBV as per Article 13 herein

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Charter, amendments and supplements to the charter of the enterprise.

Finance – Accounting Department

1.2

Financial rules of the enterprise; amendments and supplements to these financial rules.

Finance – Accounting Department

1.3

Decision on reorganization, transfer of ownership, dissolution and application for bankruptcy.

Finance – Accounting Department

1.4

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Personnel and Organization Department

1.5

Decision on disciplining, wages, salaries, remuneration, bonuses and other benefits of the President, members of the Board of Members or Inspectors; approval of disciplining of the General Director of the enterprise; decision on the annual wage and salary fund for executives and inspectors.

1.6

Decision/approval of commendation and rewarding for the President and members of the Board of Members; approval of commendation and rewarding for the General Director.

Emulation - Rewarding Department

1.7

Decision on the policy for establishment of a new subsidiary of which 100% of equity is held by the enterprise; the policy for contribution of new capital, establishment of a new domestic and foreign enterprise existing in the form of a multiple-member limited liability company, joint-stock company or foreign-invested company; the policy for acquisition of a joint-stock company, multiple-member limited liability company as its subsidiary or associate company of the enterprise; the policy for investment of additional capital or discontinuation of investment of additional capital in a subsidiary and associate company.

Finance – Accounting Department

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Decision on the policy for contribution of capital, increase or decrease in contributed capital, transfer of capital invested in a joint stock company or a multiple-member limited liability company; decision on the transfer of capital invested in a joint stock company or a multiple-member limited liability company which is issued in the case where value of transferred capital is less than book value in an enterprise after use of the provision against loss of investment.

Finance – Accounting Department

1.9

Consent to allowing the Board of Members to decide contracts to lease, mortgage and hypothecate the asset of the enterprise that has its value greater than the amount that the Board of Members/Governing Board or company’s President is authorized to decide in accordance with Article 2B in the Law No. 69 and Article 26 in the Decree No. 91/2015/ND-CP; consent to allowing the Board of Members to decide contracts to rent the asset of the enterprise that has its value greater than the amount that the Board of Members is authorized to decide as per the Law No. 69 and other instructions of the Government, or that has its value accounting for another percentage less than as prescribed in the enterprise’s Charter.

- Finance – Accounting Department acts as the head unit (except in case of assets falling in the information technology sector)

- Information Technology Department acts as the head unit in charge of any asset that falls in the information technology sector.

1.10

Approval of the development strategy.

Issue and Vault Department

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Approval of the amount of charter capital (even including adjustments in charter capital during the operating process).

Finance – Accounting Department

1.12

Approval of the capital mobilization plan for each project with the amount of mobilized funds which is greater than the amount prescribed in point a of clause 3 of Article 23 in the Law No. 69, or which accounts for another percentage less than the one prescribed in the Charter; the plan for mobilization of capital from foreign entities or persons.

Finance – Accounting Department

1.13

Consent to the project for investment, construction, purchase and sale of the fixed asset, the plan for liquidation and assignment of the fixed asset or the intracorporate investment project of which value is greater than the amount that the Board of Members is authorized to decide as per Article 24 and 28 in the Law No. 69 and Article 27 in the Decree No. 91/2015/ND-CP.

- Finance – Accounting Department acts as the head unit (except in case of assets or projects falling in the information technology sector)

- Information Technology Department acts as the head unit in charge of any asset or project that falls in the information technology sector.

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Approval of financial statements, annual plans for profit distribution and creation of funds.

Finance – Accounting Department

1.15

Consent to the policy for establishment, reorganization and dissolution of branches, representative offices and dependent accounting units according to the provisions of law (if any).

Finance – Accounting Department

1.16

Approval of the business plan and the five-year development investment proposal; the annual business plan.

Finance – Accounting Department

1.17

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Finance – Accounting Department acts as the head unit in charge of reviewing; Personnel and Organization Department cooperates in reviewing wage costs

1.18

Approving/offering opinions about annual labor and wage plans.

Personnel and Organization Department

2

Setting targets for assessment of performance and rating of the enterprise; assessing performance of the enterprise and rating the enterprise.

Finance – Accounting Department

3

Disclosing information, supervising disclosure of information about NMPF as prescribed in the Decree No. 47/2021/ND-CP.

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4

Acting as the primary contact for receipt of reports from representatives as per Article 15 herein

Finance – Accounting Department

5

Acting as the head unit in charge of financial supervision prescribed in Article 27 and 28 herein.

Finance – Accounting Department

6

Monitoring the progress in implementation of office, authority and duties of representatives at NMPF (e.g. annual working plans and programs; processing and consolidating periodic reports of representatives for reporting to the Governor; holding periodic meetings with representatives, etc.)

Finance – Accounting Department

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Issuing Operating Rules and Regulations of the Inspection Board and Inspectors at NMPF; monitoring, supervising, assessing, consolidating and handling work related to activities, management and policies of the Inspection Board and Inspectors (according to regulations laid down in the Decree No. 47/2021/ND-CP).

Finance – Accounting Department

IV

VAMC

1

Matters or activities subject to the requirement whereunder the representative of direct owner is obliged to report to and seek decisions/consents/opinions from SBV as per Article 14 herein

1.1

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Bank Supervision and Inspection Agency

1.2

Financial rules; amendments and supplements to these financial rules.

Finance – Accounting Department

1.3

Decision on reorganization, transfer of ownership, dissolution and application for bankruptcy.

Bank Supervision and Inspection Agency

1.4

Decision on assessment, succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the President and members of the Board of Members, Inspectors; decision/approval of succession planning, appointment, reappointment, dispatch, transfer, acceptance of resignation, discharge and retirement of the General Director; consent/opinion on appointment as the Deputy General Director, the Chief Accountant.

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1.5

Decision on disciplining, wages, salaries, remuneration, bonuses and other benefits of the President, members of the Board of Members or Inspectors; approval of disciplining of the General Director; decision on the annual wage and salary fund for executives and inspectors.

Personnel and Organization Department

1.6

Decision/approval of commendation and rewarding for the President and members of the Board of Members; approval of commendation and rewarding for the General Director.

Emulation - Rewarding Department

1.7

Decision on the policy for establishment of a new subsidiary of which 100% of equity is held by VAMC; the policy for contribution of new capital, establishment of a new domestic and foreign enterprise existing in the form of a multiple-member limited liability company, joint-stock company or foreign-invested company; the policy for acquisition of a joint-stock company, multiple-member limited liability company as its subsidiary or associate company; the policy for investment of additional capital or discontinuation of investment of additional capital in its subsidiary and associate company.

Bank Supervision and Inspection Agency

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Decision on the policy for contribution of capital, increase or decrease in contributed capital, transfer of capital invested in a joint stock company or a multiple-member limited liability company; decision on the transfer of capital invested in a joint stock company or a multiple-member limited liability company which is issued in the case where value of transferred capital is less than book value in an enterprise after use of the provision against loss of investment.

Bank Supervision and Inspection Agency

1.9

Decision on the policy for outward investment under the provisions of Article 29 in the Law on management and use of state capital invested in production and business activities of enterprises.

Bank Supervision and Inspection Agency