Decision 48/2013/qd-Ttg Dated: Decision 48/2013/qd-Ttg On The Capital Contribution, Purchase Of Shares Required Of Credit Institutions Are Controlled By Special Prime Released

Original Language Title: Quyết định 48/2013/QĐ-TTg: Quyết định 48/2013/QĐ-TTg về góp vốn, mua cổ phần bắt buộc của tổ chức tín dụng được kiểm soát đặc biệt do Thủ tướng Chính phủ ban hành

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.
 

A DECISION on the CAPITAL CONTRIBUTION, PURCHASE of SHARES REQUIRED of CREDIT INSTITUTIONS are SPECIAL CONTROL pursuant to the law on organization of the Government of 25 December 2001;

Bases of the Civil Code No. 33/2005/QH11 on June 14, 2005;

Pursuant to the law the State Bank of Vietnam the number 46/2010/QH12 16 June 2010;

Pursuant to the law on credit institutions the number 47/2010/QH12 16 June 2010;

According to the proposal of the Governor of the State Bank of Vietnam;

The Prime Minister issued a decision on the capital contribution, purchase of shares required of credit institutions are controlled specifically, article 1. Scope this decision stipulating capital contribution, purchase of shares of credit institutions are special control of the State Bank of Vietnam or other credit institutions are the State Bank of Vietnam.

Article 2. Application object 1. The State Bank of Vietnam (hereinafter the Bank).

2. Credit institutions are specified.

3. Credit institutions are special control, except credit institutions by the State owns 100% of the capital.

4. Credit institutions are required to join the Executive management.

5. organizations and individuals related to the capital contribution, purchase of shares required of credit institutions are special control.

Article 3. Explanation of terms 1. Capital contribution, purchase of shares required is the Bank directly or designate other participating credit institutions, which buy shares of credit institutions are special control.

2. Credit institutions are credit institutions was appointed State Bank, which is buying the obligatory stock of credit institutions are special control.

3. Credit institutions are involved, which is buying the stake is controlled credit institutions in particular have been State Bank or credit organization be designated capital contribution, purchase of shares required.

4. Credit institutions are required to join the Executive management is the Organization of credit is the Bank required State participation of governance, operating credit institutions are involved, which is buying the obligatory stake.

5. control especially the one credit organization was placed under the direct control of the State Bank due to the risk of losing the ability to pay or risk losing the ability to pay rooted in the weak executive management.

Article 4. The Authority decided the capital contribution, purchase of shares required 1. State Bank Governor decided the appointment of participating credit institutions capital contribution, purchase shares or directly involved in, which bought shares in the case of other credit institution does not meet the conditions specified in article 7 paragraph 1 of this decision.

2. Credit institutions are special control, which bought the shares in case of not implementing the content of the provisions in paragraph 2 to article 149 of the credit institutions Act or when the Bank determines the number of estimated openings of credit institutions were to exceed the real value of the capital and the Reserve Fund of the credit organization be control is particularly noted in the financial statements have been audited and the termination of the activities of credit institutions are special control can cause the loss of safety system of credit institutions under paragraph 3 to article 149 of the law on credit institutions.

Article 5. Determine the real value of capital and additional capital needs 1. Audit results based on independent financial status, the real value of the capital and the Reserve Fund of the special control time or another time due to Bank decision, the Special Committee the State Bank Governor decided the real value of the capital and the Reserve Fund of credit institutions are special control and capital levels need to be supplemented to guarantee to meet the level of capital and the regulation of safety in the operation of the Bank.

2. State Bank Governor decided that the capital of credit institutions or the State Bank should join the capital contribution, purchase of shares, the form of capital contribution, purchase of shares and the time of execution of the capital contribution, purchase of shares.

Article 6. This form of capital contribution, purchase of shares required 1. Credit institutions are specifying make capital contribution, purchase of shares required by money or through the conversion of a part or the entire balance of the deposit, other lending institutions are special control.

Credit organization be specified using capital and Reserve Fund for capital contribution, purchase of shares under the provisions of the law.

2. State Bank of make capital contribution, purchase of shares required by money or convert a part or the whole of the value of outstanding loans, refinance loan (if any). State Bank can use debt instruments issued by the Bank to make the capital contribution, purchase of shares.

Article 7. Conditions for credit institutions and credit institutions join management 1. Specified credit institutions must meet the following conditions: a) has a healthy financial status and have enough funding to make capital contribution, purchase of shares at the request of the State Bank;

b) fully meet the provisions of safety in the operation of the Bank;

c) had the control system, internal audit meet the regulations of the Bank;

d) capable of managing, operating and implementing restructuring credit organizations are involved, which is buying the shares.

2. Credit institutions are required to join the Executive management must meet the following conditions: a) has a healthy financial situation and meet the regulations on safety in the operation of the Bank;

b) Have administrative staff, operating professional qualified to manage the operating credit institutions, are involved, which is buying stock;

c) Have extensive branch network across the country.

Article 8. Support policy for credit institutions are specifying the base situation in the practices of credit institutions are special controls, the Governor of the State Bank review, decided to support the credit institution specified in the time involved, which is buying the obligatory stock of credit institutions be controlled especially through the following measures : 1. refinancing loans.

2. special loans.

3. Allow temporarily apply some indicators of safety in Bank operations at levels not similar to normal credit organizations in a given time.

4. other support measures to handle temporary difficulties.

Article 9. Powers, the responsibility of the State Bank in the capital contribution, purchase of shares required 1. The State Bank has the right: a) requires credit institutions are special control institutions hire independent auditors to assess the financial situation, determine the value of the business, the real value of the capital and the reserve fund at the time of the special controls or a suitable time;

b) decided the real value of capital and reserve funds of credit institutions are special control based audit results and determine the need for additional capital through the capital contribution, purchase of shares to ensure meet the statutory capital requirements and regulation of safety in the operation of the Bank;

c) request to convene the General Assembly of shareholders, Board members to public announcement about the results of independent audits, State Bank's decision about the financial situation, the real value of the capital and the reserve fund, the capital should be added and the capital contribution , buy the shares required of credit institutions or the State Bank;

d) requires the use of the public shareholders of stock; restrict transfer, using stocks, shares to secure the civil obligations of shareholders, capital contribution and membership organizations, individuals are related in time to the special control and implement restructuring;

DD) requires that credit institutions are special control to transfer capital, equity; Members, which is a large shareholder, shareholders took control, govern credit institutions are special control to transfer capital, shares for the State Bank or credit organization be specified;

e) specify other credit institutions capital contribution, purchase of shares required credit institutions are special control as specified in paragraph 1 of this decision; appoint and terminate the participation of governance involved organizations, operating in the case of the State Bank, which is directly involved in buying shares in credit institutions are special control;

g) decided the transfer of capital, shares in credit institutions are involved, which buy shares of the credit institution or of the Bank after the credit institutions are involved, which is buying the shares back to normal operations;

h) The other rights prescribed by law.

2. State Bank of responsibility: a) make the right owner representatives State stake in credit institutions are involved, which is to buy shares in State Bank case make the capital contribution, purchase of shares;

b) steer the creation, approval and monitoring of the deployment plan restructuring credit organizations are involved, which is buying stock;

c) directing the deployment of hosted the General Assembly of shareholders, Board members elected to the personnel board members, Board members, supervisory board, Parliament new capital levels by the State Bank approved;

d) approved a new capital levels of credit institutions are special control after a capital contribution, purchase of shares;

periodic report) the Prime Minister about the activities of credit institutions are involved, which is buying stock; results of the deployment of the capital contribution, purchase of shares.

Article 10. Powers and responsibilities of the credit institutions specified capital contribution, purchase of shares 1. Specified credit institutions have the right to: a) the right to shareholders of credit institutions are involved, which is buying stock;

b) transfer of shares, the shares after the end of the period of restructuring credit organizations are involved, which is buying stock;

c) The other rights prescribed by law.

2. specified credit institutions are responsible for:


a) Election officers have the capacity and expertise to join the Board special control and take over the tasks of the Special Control Committee after being Governor of the State Bank approved participation capital contribution, purchase of shares required;

b) Election officers participate in the governance of credit institutions operating, as required, the decision of the Governor of the State Bank;

c) join to build and organize the development project for restructuring credit organizations are involved, which is buying stock;

d) works closely with the Bank in the process of deploying the capital contribution, purchase of shares and the mandatory restructuring credit organizations are involved, which is buying stock;

DD) perform periodic reporting as required by the State Bank.

Article 11. The liability of the credit institution are required to join the Executive Management 1. Election officers involved administrator, operating credit institutions are involved, which is buying the shares as required, the decision of the Governor of the State Bank.

2. Join the build and deployment plans restructuring credit organizations are involved, which is buying the shares.

3. Work closely with the Bank in the process of deploying the capital contribution, purchase of shares and the mandatory restructuring credit organizations are involved, which is buying the shares.

4. Perform periodic reporting as required by the State Bank.

Article 12. Powers and responsibilities of the Board, Board member credit institutions are special control 1. The Board, the Board members have the full mandate and powers prescribed in articles 63, 67, 72 of the law on credit institutions.

2. The Board of Trustees, Council members are responsible for: a) to convene the General Assembly of shareholders, extraordinary members Council at the request of the State Bank;

b) clearly identify the real value of the shares, the shares of each of the shareholders, members, which on the basis of the decision of the Governor of the State Bank of the real value of capital and the Reserve Fund of the credit organization;

c) cooperating with the Control Board, the Organization made the direction of the Control Board and the State Bank in the process of governance, operating activities of credit institutions and to deploy the capital contribution, purchase of shares required;

d) is responsible for the risks, losses that he had directly caused to credit institutions.

3. within 30 days after receiving the request, the State Bank's shareholders meeting, Board members must be extraordinary organization and through the following content: a) report the results of audits independent audit organizations about the financial situation, the real value of the capital and the reserve fund;

b) The decision of the Governor of the State Bank of the disposal of the financial condition, the violation of the law of credit institutions;

c) The capital contribution, purchase of shares required and how to deploy;

d) other content at the request of the State Bank.

Article 13. Powers and responsibilities of the owner, the members of which, shareholders of credit institutions are special control 1. Owner, capital contribution of members, shareholders of credit institutions are special control rights: a) Is the full information about the results of the evaluation of the independent audit organizations about the financial situation, the real value of the capital and the reserve fund;

b) requires the Board of Trustees, Board of Directors, supervisory board, General Director (Director) report clearly indicate the problems related to the activities of credit institutions are special control;

c) require Control Board made it clear violations of the individuals concerned and the losses caused by the breach;

d) make the rights of shareholders, members, which is in the range of real values, equity shares.

2. The owner, Member, which shareholders of the credit organization be responsible for special control: a) accepts the results of the evaluation of the independent audit of the financial situation, the real value of the capital and the reserve fund;

b) comply the requirements of the State Bank in the special control process and implementation plan restructuring credit organizations are involved, which is buying the shares in relation to the restrictions on the use, transfer of shares, stocks, shares;

c) suffer and share the loss of credit institutions in accordance with the provisions of the law on the responsibility of the business owner;

d) is responsible for the risks, losses that he had directly caused to credit institutions;

DD) transfer of shares, shares for the State Bank or credit organization be designated at the request of the State Bank;

e) participated in the General Assembly of shareholders, Board members to pass the content under the jurisdiction of the general shareholders meeting, Board member.

Article 14. General Assembly of shareholders, Board member credit institutions are involved, which is buying the shares within a period of 30 days after the end of the capital contribution, purchase of shares required, credit institutions are involved, which is buying the shares to hold shareholders meeting, Board members to pass the contents of the new capital levels , Charter amendments, to elect and dismiss the Board members, Board members, supervisory board, structured approach and other important issues.

Article 15. Flight of capital in the credit institutions are involved, which is buying stock 1. The flight of capital from credit institutions are involved, which is buying the shares in the following cases: a) the activities of credit institutions are involved, which is buying the shares were back to normal in the correct contents of the restructuring plan;

b) credit institutions are involved, which is buying stock is investors buy back or merged, merge with other credit organization after being approved by the State Bank.

2. The depression which can be conducted in part or whole through the transfer of shares, shares for new investors in accordance with the provisions of the law, ensure public transparency.

3. The Governor of the State Bank review, approved the flight of capital from credit institutions are involved, which is buying the shares.

Article 16. Responsible for coordination of the Agency, the people's Committee in the scope of its powers, functions, authorities, organisations, people's committees of all levels have the responsibility to coordinate with the State Bank in the process of deploying the capital contribution, purchase of shares required under the provisions of this decision The credit institutions Act, and applicable law.

Article 17. Handle violation of Any violations of the provisions of this decision, depending on the nature and extent of the violation will be dealt administrative infringement or prejudice criminal liability under the law.

Article 18. Enforceable decision has effect from the date of 20 September 2013.

Article 19. Responsibility 1. The Governor of the State Bank has the responsibility to guide and organize the implementation of this decision.

2. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities, Chairman of the Board, the Chairman of the Board members and the ceo (Director) credit institutions and organizations, the individual concerned is responsible for the implementation of this decision.