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| THE STATE BANK OF VIET NAM | SOCIALIST REPUBLIC OF VIET NAM |
| No. 166/QD-NH5 | Hanoi, August 10, 1994 |
THE STATE BANK GOVERNOR
Pursuant to the law on the organization of the Government dated 30 September 1992.
Pursuant to the law on Company and other legal documents providing guidance's for the implementation of this law.
Pursuant to ordinance on the State Bank of Vietnam, Ordinance on Banking, credit cooperative and financial company issued under the orders of the chairman of the State Council No 37-LCT/HDNN8 and 38-LCT/HDNN8 dated 24 May 1990.
Pursuant to Decree of the Government No. 15/CP dated 02 March 1993 on duties, power and responsibilities for state management of Ministries and Ministry - ranking bodies.
At the request of the Head of Financial Regulations Department.
DECIDES
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THE STATE BANK GOVERNOR
Cao Sy Kiem
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1.2- The Management Board is composed of from 3 to 12 members, appointed or dismissed by the majority of votes in a direct vote or election held at the shareholders general meeting.
1.3- The chairman or vice-chairmen of the management board are appointed or dismissed by the majority of votes of the management board's members through a direct vote or election.
In case of 2 or more vice-chairmen, the 1st vice-chairman must also be appointed by voting.
2.2- There may be from 2 to 5 controllers, appointed or dismissed by the majority of votes in a secret and direct vote held at the shareholders general meeting.
2.3- The chief controller is appointed or dismissed by the majority of votes of the controllers through a direct election or vote.
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3.2- the director general (the director) is appointed or dismissed by the management board.
4.2- In waiting for being approved by the Governor of the State Bank, the Joint-stock commercial Bank, Joint-stock Financial company and those who have been elected for the posts mentioned in point 4.1 of this article must comply with the terms of article 14, 24 and 33 of this Regulations.
5.1- Chairman, vice-chairman, member of the Management board, controller, director general (director), vice-director general (vice-director) chief accountant of the head office.
5.2- Chairman, vice-chairman, director general (director) vice-director general (vice-director), branch director.
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6.1.1/ Being out of one's mind or dead
6.1.2/ Legal shareholder entities whose legal status were revoked
6.1.3/ The revocation of the status of the representative of the legal shareholder entities
6.1.4/ The violation of Article 6 and 7 of the Law on Company or one of 4 items, noted in Article 16 of the ordinance on Banking, Credit Cooperatives and financial companies
6.2- The status of the manager shall naturally be canceled in cases of:
6.2.1/ Being out of one's mind for dead
6.2.2/ The violation of Article 6 and 7 of the Law on Company or one of 4 items, noted in Article 16 of the Ordinance on Banking, Credit Cooperatives and Financial Companies.
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6.4- Cases, mentioned in points 6.1, 6.2 of this article musts be reported in written by the management board of the joint stock commercial bank, joint-stock financial company to the branch of State Bank and settled in compliance with the terms, mentioned in articles 16, 17, 26 and 32 of this regulations to avoid the interruption of work.
Item I: POWER AND OBLIGATIONS OF THE MANAGEMENT BOARD
8.2- The management board is responsible to the shareholders general meeting for the followings:
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8.2.2/ Referring the followings to the shareholders general meeting for making decision:
a) Organizing mechanism, regulations on the staff, the pay-roll , salary fund
b) Business operation orientation, resources mobilization
c) Increasing or decreasing of the prescribed capital, assigning of share funds
d) Projects for the implementation of external transaction and for the development of international relations
e) Alternatives to building and equipping of physical technological basic.
8.2.3/ Referring to the shareholders general meeting the report on the activities of the management board, the obtained results of business operation, annual balance-sheet, variants of profit distribution and dividend allotment.
8.2.4/ Fixing between the limit stipulated by the Governor of the State Bank, the followings:
a) Concrete interest rate of the deposits and loans
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8.2.5/ Fixing the deduction, to the funds under Bank's or company's authority, the allotment of dividend and the way of utilizing the funds in accordance with the resolution of the shareholders general meeting.
8.2.6/ Appointing or dismissing the director general (the director) vice director general (vice director) chief accountant of the head office and the branch director.
8.2.7/ Supervising the management of the Director general(the director) considering all legal actions concerning the joint-stock commercial bank or joint-stock financial company.
8.2.8/ Putting forward the proposal for the amendment of and addition to the charter
8.2.9/ Making decision on holding the shareholders general meeting
8.2.10/ Being responsible for any violation of the laws, the charter and wrong management, resulting in losses to the joint-stock commercial bank, joint-stock financial company.
8.2.11/ Making decision on salaries and bonus to the director general (the director) vice director general (vice director).
If the chairman of the Management board is holding concurrently the post of director general, the salary of the director general will be decided by the shareholders general meeting
8.2.12/ Considering the incorrect actions of the director general (the director), vice director general (vice director) that resulted in loosed to the joint-stock commercial Bank, joint-stock Financial company and taking necessary measures to cover the consequences.
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8.2.14/ Considering and approving the guaranties and mortgages the joint-stock commercial Bank, joint-stock Financial company answer for that are under the competence of the Management board and at the request of the director general (The Director)
8.2.15/ Making decision on the investment projects that are beyond the competence of the Director general (the Director).
9.2- In case of necessity, the management board shall hold an extraordinary meeting at the request of:
9.2.1/ The chairman of the management board
9.2.2/ 2/3 the management board staff
9.2.3/ The chief controller
9.2.4/ 2/3 The staff of controllers
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9.3- The Management board's meeting will only be regular with the attendance of at least: 2/3 the members for the 1st time convened meeting 1/2 the members for the 2nd and 3rd time convened meeting. Resolution of the meeting shall be approved by the majority of votes of the participants. In case both sides have an equal number of votes, the vote of chairman or vice chairman who is the chairperson of the meeting will be the casting vote.
9.4- In case the number of participants of the 3rd time convened meeting is still less than 1/2 the management board's members, the presenting members shall be entitled to convene an extraordinary shareholders general meeting.
9.5- Each meeting of the Management board must be recorded in the minutes of meeting, with sufficient signatures of the chairperson and secretary. One copy of the minutes must be sent to the relevant branch of State Bank.
Item II: ORGANIZATION OF THE MANAGEMENT BOARD
To be a member of the management board, one must satisfy the following conditions:
11.1- Being a shareholder or a legal representative of a legal shareholder entity
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11.3- Not being ranked as one of the objects, stipulated in Article 6 and 7, the Law on company
11.4- Complying with the terms of article 5, this regulations.
11.5- Not being concurrently, the member of management board at more than 5 other production, business or service establishments.
11.6- Having sufficient number of shares capital contribution compulsory for a management board's member to have, as stipulated in the charter of the joint stock commercial bank or joint stock financial company.
11.7- Sufficiently having another conditions, stipulated in the charter of the joint stock Commercial bank or joint stock Financial company.
11.8- For foreigners (including overseas Vietnamese) who want to be a member of the management board, the following additional conditions are required:
11.8.1) Not being concurrently the member of management board at more than 2 Vietnamese credit organizations.
11.8.2) The number of Foreign members of the Management board must be correspondent with the capital contribution made by all foreign shareholders, but not more than 1/3 the management board's staff.
11.8.3) Not holding the office of the chairman of the Management board.
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12.2- The chairman of the management board is able to hold concurrently the post of director general (director) if it is not contrary to the charter of the joint-stock commercial Bank or joint-stock financial company.
12.3- In case the chairman of the Management board does not hold the post of director general (director), the board shall appoint one of its members or engage someone else to hold this post.
12.4- The remainders are not allowed to hod concurrently any of the following posts: vice-director general (vice-director), director (head of Department), chief accountant of the branch or jurisdictional units.
13.2- The replacement of office as member of the management board must be on the principle inheritance. The mode of replacement is decided by the shareholders general meeting and noted in the charter.
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15.2- The management board's member who want to resign have to tender their resignations to the management board of the joint-stock commercial Bank or joint-stock Financial company to be referred to the nearest shareholders general meeting for making decision.
16.2- In case that the status of both chairman and vice-chairman naturally revoked, the remaining staff of the Management board must immediately appoint one of them to be in charge of the chairman's function. If the remaining members is less than 2/3 the initial staff, they shall, in combination with the controllers, be liable to appoint one of them to be in charge of the chairman's function, then to convene the shareholders general meeting to select new members, replacing the short chairs in the management board.
17.2- Any other case of shortage shall be decided by the nearest shareholders general meeting.
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18.1- To convene the meeting of the Management board.
18.2- To prepare the content and agenda of meeting, conduct the meeting to discuss and vote on the issues that are in the sphere of authority and responsibility of the management board.
18.3- To draw up working program and assign the board's member to control and supervise the operation of the joint-stock commercial bank, joint-stock financial company.
18.4- To sign documents on the selection and dismissing of the members of management Board, controllers to be submitted to the State Bank and other related documents mentioned in item 8.2 article 8, this Regulations
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20.2- Power and obligations of the management board staff member are:
20.2.1) To study and assess the situation and results of business operation, taking part in wording out operational orientation and plan for each period.
20.2.2) To participate in the meetings of Management board, discuss and vote on issues that are included in the content of meeting, be responsible to the laws, the shareholder general meeting and the management board for own opinion and views.
20.2.3) To implement the resolutions of Management board, relating to each member and execute the assignment of work and duty made by the Chairman of Management board.
20.2.4) To take an active part in settling with the cases, mentioned in article 16, this Regulations.
20.2.5) To comply with the regulations of the charter of the joint-stock commercial Bank or joint-stock financial Company on the number of shares (capital contribution) compulsory for a member of management board to have.
20.2.6) Not to transfer the shares (or capital contribution) to anyone else during holding the post and within 2 years after being dismissed from the office of Management board member, excluding the unavoidable case, mentioned in point 6.1.1, article 6, this Regulations.
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Item I: ORGANIZATION OF CONTROLLER'S STAFF
The selection of controllers must answer the following requirements:
22.1- Controllers must be the shareholders who are conversant with banking and financing transactions.
22.2- At least, one of the controllers is specializing in bank accounting.
22.3- Complying with the stipulations noted in article 5, this Regulations
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24.2- After an annual or extraordinary shareholders general meeting, the selected or dismissed controllers must be approved by the Governor of the State Bank to be in juridical effect.
25.2- Those who want to resign from the post of controller must tender their resignation to the Management board of the joint-stock commercial bank or joint-stock financial company to be referred to the nearest shareholders general meeting for making decision.
25.3- Legal shareholder entity which wants to replace its representative (or authorized representative) who is holding the post of controller must send its request (in written) to the management board and controllers of the joint-stock commercial bank or joint-stock financial company for consideration and settlement in the same way as for resignation, mentioned in item 25.1 and 25.2 this article.
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26.3- Other case of short of controller shall be decided by the shareholders general meeting of the joint-stock commercial bank, joint-stock financial company.
Item II: POWER AND OBLIGATIONS OF THE CONTROLLERS
27.2- under the conduction and assignation of the chief controller, a controller shall have the following power and obligations:
27.2.1) To control business operation, check book-keeping register, asset, reports, balance sheet of fiscal year, and set forth proposal for adjustment of mistakes (if any)
27.2.2) Have the right to request any staff member of joint-stock commercial bank or joint-stock financial company or providing documents, data and commendation concerning business operation.
27.2.3) Based on one's own opinion to report to shareholders general meeting on unusual financial occurrences, strong points and shortcomings of the management board and the manager in their financial management, to be responsible for one's own opinion and assessments to the shareholders general meeting. Being aware of wrong doing yet not to report on it shall be considered as a complicity, a delinquency.
27.2.4) Periodically notify the situation and results of controlling activities to the management board .
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27.2.6) The chief controller or 2/3 the controller's staff shall be entitled to ask the management board to hold its extraordinary meeting or to convene an extraordinary shareholders general meeting.
27.2.7) To be involved in the settlement of cases, mentioned in item 16.2 article 16, article 25, item 26.1, article 26 of this Regulations.
The controllers shall enjoy some emoluments decided by shareholders general meeting.
29.1- Being graduated from a university of economic, financial and banking nature or having the same standards of education; having at least 3 years of work in banking field; having knowledge and experiences in banking activities. For rural joint-stock commercial bank, the director general must be conversant with banking transactions or trained on Bank management. The Governor of the State Bank shall consider and make decision on each concrete case.
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29.3- Not being ranked as one of the objects, mentioned in articles 6, 7 the law on company.
29.4- Not being concurrently holding any administrative or managerial post at other credit organization or production, business and service establishment.
29.5- Particularly, if a foreigner is holding the post of director general (director), then apart from the above mentioned requirements, it is imperative for him to be a shareholder of the joint-stock commercial bank or joint-stock financial company.
Director general (director) shall have the following power and obligations:
30.1- To manage and bear responsibility for all daily business operation of the joint-stock commercial bank or joint-stock financial company, complying with the laws and the charter, the resolution of the management board as well.
30.2- To select and propose the management board to appoint or dismiss the offices of: vice director general (vice director) chief accountant in the head office, branch director.
30.3- To be entitled to recruit, new staff member, discipline and dismiss from the service employees of the joint-stock commercial bank or joint-stock financial company.
30.4- To sign reports, documents, contracts, papers etc. of the joint-stock commercial bank or joint-stock financial company.
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30.6- Considering the decisions of chairman, vice-chairman or members of the management board contrary to the laws, to the regulations of the state bank and the charter of the joint-stock commercial bank or joint-stock financial company, the director general (director) is entitled to refuse to execute these decisions, and at the same time notify this to the controllers.
31.2- The management board, which wants to suspend, dismiss or appoint s a director general (director) has to submit a written report on this issue to the branch of State Bank concerned and shall be able to make decision after receiving reply from the branch.
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- 1Circular No. 06/2010/TT-NHNN of February 26, 2010, guiding the organization, governance, administration, charter capital, transfer of shares and supplementation and modification of licenses or charters of commercial banks
- 2Derective No. 135-TTg of March 04, 1997, on the elaboration of the regulation on the operation of the managing board and the control commission at the state corporations and state enterprises with managing boards
- 1Circular No. 06/2010/TT-NHNN of February 26, 2010, guiding the organization, governance, administration, charter capital, transfer of shares and supplementation and modification of licenses or charters of commercial banks
- 2Decree No.15-CP of Government, relating to duties, powers and responsibilities for State Mangement of Ministries, ministerial Agencies.
Decision No. 166/QD-NH5 dated August 10, 1994, on the promulgation of regulations on the organization and operation of the management board , the controller, the manager of the joint-stock commercial banks , joint-stock financial companies
- Số hiệu: 166/QD-NH5
- Loại văn bản: Quyết định
- Ngày ban hành: 10/08/1994
- Nơi ban hành: Ngân hàng Nhà nước
- Người ký: Cao Sĩ Kiêm
- Ngày công báo: Đang cập nhật
- Số công báo: Đang cập nhật
- Ngày hiệu lực: Kiểm tra
- Tình trạng hiệu lực: Kiểm tra