The Decree 59/2009/nd-Cp: On The Organization And Operation Of Commercial Bank

Original Language Title: Nghị định 59/2009/NĐ-CP: Về tổ chức và hoạt động của ngân hàng thương mại

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The DECREE on the Organization and operation of the commercial banks _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on organization of the Government of 25 December 2001;
Pursuant to the law the State Bank of Vietnam no. 01/1997/QH10 on December 12, 1997 and amended Laws, supplementing a number of articles of the law on the State Bank of Vietnam number 10/2003/QH11 on 17 June 2003;
Pursuant to the law of credit institutions number 02/1997/QH10 on December 12, 1997 and amended Laws, supplementing a number of articles of the law of credit institutions number 20/2004/QH11 on June 15, 2004;
Pursuant to the law of business 60/2005/QH11 on December 29, 2005;
The Governor's proposal the State Bank of Vietnam, the DECREE: chapter I GENERAL PROVISIONS article 1. Scope this Regulation Decree on the Organization and operation of the commercial banks are State Bank of Vietnam (hereinafter referred to as the Bank) granted a license to establish and operate.
Article 2. Application object 1. Commercial banks include: a) State commercial bank;
b joint stock commercial bank);
c) commercial banking venture;
d) commercial banks 100% foreign capital.
(hereinafter referred to as the Bank).
2. organizations and individuals related to the Organization and operation of the Bank.
Article 3. Use of the term "Bank" the organizations are not credit institutions are not allowed to use the term "Bank" in the name of the Organization, in the part of the name, text, notice or advertisement that term that may confuse the public about the work of his organization is a bank.
Article 4. Applicable law 1. The case of the international treaties to which Vietnam signed or otherwise with the rules on the organisation and operation of the commercial banks in this Decree shall apply to the provisions of international treaties.
2. for commercial banks and joint-venture banks 100% foreign trade: apply the provisions of this decree with regard to the matters not regulated in Decree No. 22/2006/ND-CP of March 2006 by the Government on the organisation and operation of the foreign bank branch banking, venture, 100% foreign-owned banks, representative offices of foreign credit institutions in Vietnam.
Article 5. Explanation of terms In this Decree, the terms below are interpreted as follows: 1. the commercial bank is the Bank made the entire banking activities and other business activities are related, because profit target under the provisions of the law of credit institutions and the other provisions of the law.
2. Commercial Bank State commercial banks in which the State owns over 50% of the Charter capital. State commercial banks including the commercial bank by the State owns 100% of the Charter capital and commercial bank shares by the State owns over 50% of the Charter capital.
3. joint stock commercial bank is a commercial bank organized in the form of a joint stock company.
4. commercial bank 100% foreign capital is a commercial bank established in Vietnam with 100% foreign-owned; which must be a foreign bank that owns over 50% of the Charter capital (Bank). Commercial banks 100% foreign capital was established in the form of limited liability company a member or two members, Vietnam, has the entity's headquarters in Vietnam.
5. the joint venture commercial bank is a commercial bank established in Vietnam, with which Vietnam party (consisting of one or more Bank of Vietnam) and foreign Parties (including one or more foreign bank) on the basis of joint venture agreement. Venture commercial bank was established in the form of limited liability companies from two members, Vietnam, has the entity's headquarters in Vietnam.
6. Subsidiaries of commercial banks is that businesses have legal personality, independent accounting in capital letters by which commercial banks: a) owns over 50% of the capital or the total number of common shares issued by the company; or b) has the right to directly or indirectly appoints the majority or all of the Board members, the Director or the General Manager of that company; or c) have the right to decide on the amendment and supplement of that company.
7. Bank executives including the Director General, the Deputy Director, and the titles of other operating conditions specified by the Bank.
8. The management of the Bank include President and Board members, the ceo and other management titles due to Charter the Bank regulations.
9. The person concerned is held, has a personal relationship with an organization, the other individual if in one of the following cases: a) the parent company with subsidiaries and vice versa; the Bank with the Bank's affiliated companies and vice versa; the companies have the same parent company together; the companies of the same bank together;
b) company for the Manager, Board member of control of that company or organization, who has the authority to appoint the person and vice versa;
c) for the company personally owns 10% or more in that company and vice versa;
d) who have a relationship with each other, including: his wife, husband, father, father, mother, mothers, children, adopted children, brothers, siblings;
DD) for companies who have the familiar relations (as defined in point d of this paragraph) of the Board members, management control, which members or shareholders owning 10% or more of that company and vice versa;
e) individuals authorized to represent the person specified at points a, b, c, d and DD this clause for authorised people.
10. members of the Board are independent members of the Board to ensure the standards, under the conditions prescribed in article 22 of this Decree.
11. critical stock Level stock level is constituted from 5% of the equity voting rights and over the Bank.
12. the reorganization of the Bank is the split, split, merge, merging, acquisition and switching banks.
Article 6. The representative under the law.
1. The Chairman of the management board or the General Director is the legal representative of the Bank, are specified in the Charter of the Bank. Legal representative of the Bank may be delegated in writing to another person according to the internal authorization mechanism because the Bank Board regulations to carry out the task and their powers. The authoritative text is clearly the scope of the authorized representative, the representative period. Authorized representative only made the transaction within the scope of representation.
2. the legal representative of the Bank must reside in Vietnam, absent cases in Vietnam must be authorized in writing to another person is resident in Vietnam as stipulated in paragraph 1 of this article to perform duties and their powers.
Article 7. The mechanism of authorization, the Bank internal assignment to build a proxy mechanism, the assignment internally of the Management Board, supervisory board, General Director and assisting apparatus in accordance with the provisions of this Decree and the other provisions of the law to ensure the governance Bank executives, are safe, effective and informed throughout.
Article 8. Check, Bank inspectors subjected to inspection, the Inspector of the State Bank under the provisions of the law.
Chapter II PROVISIONS on ESTABLISHMENT the BANK article 9. Licensing authority of establishment and operation 1. The State Bank is the agency competent to grant the license and banking activities.
2. the Bank has the right to refuse to grant a license to establish and operate the Bank if the Organization, individuals applying for license does not meet the provisions of this Decree.
Article 10. Conditions to be granted a license to establish and operate 1. Conditions to be granted a license to establish and operate the Bank follow prescribed in article 22 of the law of credit institutions, the specific regulations in this Decree and under the guidance of the State Bank.
2. for commercial banks, joint-venture banks 100% foreign trade: in addition to the above mentioned conditions, foreign banks must meet the conditions stipulated in Decree No. 22/2006/ND-CP of March 2006 by the Government on the organisation and operation of the foreign bank branch banking, venture, 100% foreign-owned banks, representative offices of foreign credit institutions in Vietnam.
Article 11. Profile, for a license to establish and operate.
The records, obtained permit procedure established and banking activities are performed according to the provisions of the law on credit institutions and State Bank's instructions.
Article 12. Other provisions other provisions related to the provision, use and license the Bank operations, business registration and conditions of conducting banking activities are performed according to the provisions from article 24 to article 28 of the law of credit institutions and the Central Bank's guidelines.
Chapter III RULES on BANK MANAGEMENT ORGANIZATION 1 ORGANIZATION of the BANK article 13. Network organizational structure 1. The Bank is headquartered. Organizational structure at head office by the Bank to decide.
2. open bank transaction, branches, representative offices, established business units, companies under the regulation of the State Bank and the provisions of the current law are concerned. The Bank was established affiliated company to operate in the fields of finance, banking, insurance, management, exploitation and sale of property in the course of handling the property secured loan and the property which the State assigned the Bank handles debt collection.
Article 14. Management structure 1. Organizational structure the management of joint stock commercial bank, joint stock commercial bank by the State owns over 50% of the Charter capital include: General Assembly of shareholders, the Management Board, supervisory board, General Director and assisting apparatus.
2. the management structure of the State commercial bank by the State owns 100% of the Charter capital, venture commercial bank, commercial bank of 100% foreign capital include: the Management Board, supervisory board, General Director and assisting apparatus.
Article 15. Reorganization of the Bank

The reorganization of the Bank are made according to the provisions of the law and to be Governor of the State Bank approved in writing.
Section 2 of the GENERAL PRINCIPLES of GOVERNANCE, control, article 16. The Board and the structure of the Management Board 1. The Board is the administrative body of the Bank, has the right to the name of the Bank to the decision, the implementation of the rights and obligations of the Bank, except for the issues under the jurisdiction of the general shareholders meeting (for the joint stock commercial bank) or the owner (for the State commercial bank Commercial Bank, 100% foreign capital held in the form of a limited liability company membership) or member capital contribution (for the joint venture commercial bank, commercial bank of 100% foreign equity is held in the form of limited liability company two members).
2. The Board must have a minimum of 3 members and not more than 11 members, the number of Bank charters by specific regulations. A minimum 1/2 (part two) the total number of members of the Board must be non executive and independent members, including a minimum of 2 independent members. Chairman of the Board may be independent members.
3. The individual and the individual's relevant or who is representative of an organization which was not occupied more than 1/3 (one third) of the total membership of the Board (this provision applies only to commercial banks).
4. the number of members of the Board not to college does not exceed 1/4 (one fourth) of the number of members of the Board.
5. The term of the Board is 12 years. Root term for members of the Board not to exceed 5 years. Members of the Board may be elected or appointed with unlimited tenure. The term of members of the Board are additional or substitute members of the Board were naturally lose, resignation and recall within a term is the time limit for the remainder of the term of the Board. The Board of the term just ended remained active until the Board of the new term the takeover work.
6. The case of Board members is dropping too 1/3 (one third) as stipulated in the Charter of the Bank or insufficient minimum membership under the provisions of the law within a period not exceeding 60 days, since the prescribed amount is not enough, the Bank should conduct sufficient additional number of members of the Board as specified.
7. The Board use the seal of the Bank to perform its tasks.
8. Assist the Board to have the Secretary of the Board. The functions and duties of the Secretary of the Board by Board regulations.
9. The Board should establish the Committee to carry out the task, their powers, one of which must be minimum 2 Commission: the Commission on risk management issues and the Committee on personnel issues.
Article 17. Control Board and Control Board structure 1. Control Board is the agency that oversees Bank operations in order to assess the business activity, the financial status of the Bank.
2. the Supervisory Board of the Bank has a minimum of 3 members, specific amount due the Bank Charter provisions, which must be at least 1/2 (part two) the total number of members is dedicated to.
3. Control Board has the parts and used parts of the Bank's internal auditors to carry out their duties.
4. Control Board's term is 5 years. Members of the Board not to exceed 5 years. Control Committee members could be elected or appointed with unlimited tenure. The term of a member is the addition or replacement of members being naturally lose, resignation and recall within a term is the time limit for the remainder of the term. Control Board of the term just ended remained active until the new term's Control Committee govern the work.
5. in case of Control Board members is dropping too 1/3 (one third) as stipulated in the Charter of the Bank or insufficient minimum membership under the provisions of the law within a period not exceeding 60 days, since the prescribed amount is not enough, the Bank should conduct sufficient additional number of members Supervisory Board as specified.
Article 18. The Director General and the apparatus 1. The Board appointed one of its members to make General Manager or General Manager. The Director General is who runs the daily business of the Bank, subject to the supervision of the Management Board and supervisory board, responsible to the Board and before the law on the implementation of the rights and duties consistent with the provisions of this Decree, the provisions of the law and the Charter of the Bank.
2. The term of the Director General not more than 5 years. The Director General may be appointed with unlimited tenure.
3. The Board specifies the structure, functions and tasks of the apparatus for the Director General.
Article 19. These cases are not position 1. The following people were not as chief accountant, Director of the Exchange, Branch Manager, Director of the Bank's affiliated companies: a) minors; people with limited capacity for civil acts or lost the capacity for civil acts;
b) Who are suffering prejudice criminal liability, are projects;
c) who has been convicted on charges of violating national security, the crime of infringing property; who had been convicted of the offence from serious crimes;
d) officers, public servants in accordance with the law on public officials; leading cadres, a business manager in the business 100% State owned, except those who are appointed representatives authorized to manage State shares in other businesses;
DD) officers, non-commissioned officers, professional military personnel, workers in defense agencies, units of the people's army of Vietnam; officers, non-commissioned officers in the Agency, the people's public security units of Vietnam;
e) parents, spouses, children, siblings, brother of the members of the Board Of Directors are not as Chief Accountant of the Bank;
g) other circumstances as stipulated in the Charter of the Bank.
2. The following persons cannot be members of the Management Board, the Supervisory Board members, the Director General, Deputy Director General of the Bank: a) subject to the provisions in clause 1 of this article;
b) Who was once a private business owner, Partnership members of partnerships, Managing Director (ceo), Chairman and members of the Board, Board Member, the Board of control of the business, the Chairman and the members of the Board of Trustees at the time cooperative enterprise cooperative, being declared bankrupt, unless the cooperative enterprises were declared bankrupt for reasons of force majeure;
c) legal representative of the enterprise at the time suspended business activities, is forced to dissolve due to serious legal violation, except where a representative is the proposal of the competent State organs in order to rectify, strengthening the business;
d) who had been suspended, the title Chairman of the Board, the members of the Management Board, head of the Supervisory Board, the Supervisory Board members, the Director General of the Bank according to the provisions of article 25 of this decree or the State administration law, the agency determines that there is insufficient to lead to the banks is revoked the license to establish and operate;
DD) parent, spouse, child, siblings, brother of the members of the Management Board, the Director General was not a member of the Bank's Supervisory Board.
Article 20. These cases are not the same assignment 1. Members of the Management Board of the Bank: a) Not be simultaneously a member of the Bank's Supervisory Board;
b) was not at the same time as the Manager of another credit institution, except with the consent of the Board to which you are a member or organization that is the Bank's affiliated companies;
c) Chairman of the Board of the Bank was not at the same time as the moderator of that bank; not be simultaneously a member of the Board, executives other credit organizations, unless that organization is affiliated company of Bank.
2. Members of the Board of control: a) not be simultaneously a member of the Board, executives, employees of the Bank or the Bank's affiliated companies;
b) not be simultaneously a member of the Board, the executives of businesses that control board member of the business that is a member of the Board, executives at the Bank;
c) Head control is not at the same time as the Control Board members, executives of other credit institutions.
3. The Director General, the Deputy Director was not at the same time as the moderator or Chairman of the Board of the credit organization, unless it is the Bank's affiliated companies; not be simultaneously engaged in other businesses.
Article 21. Standards and conditions to be elected, appointed 1. Criteria and conditions for membership of the Board: a) not subject to the provisions in clause 2 article 19 of this Decree;
b) Have professional ethics on the basis of compliance with the provisions of article 27 and Article 28 of this Decree;
c) understanding banking activities:-Bachelor or post-graduate degree in economics or law; or-at least 3 years as Manager of the business activities in the financial sector banking, insurance, securities, accounting, auditing; or-individual shareholder owning at least 5% of the total common equity has the voting rights of the Bank, and have had certifications: through the training program on the Bank of the competent authority or has at least 7 years working in the banking industry;
d) for members of the Board are independent: in addition to the criteria outlined in points a, b and c of this paragraph, to ensure standard requirements and independence under the provisions in article 22 of this Decree.
2. standard terms and conditions for members of Supervisory Board:

a) not subject to the provisions in clause 2 article 19 of this Decree;
b) Have professional ethics on the basis of compliance with the provisions of article 27 and Article 28 of this Decree;
c) Bachelor or post-graduate degree in economics, law or area of expertise which will undertake; at least 3 years of working directly in the field of banking and finance, accounting, auditing;
d) is not a related person of the Bank Manager;
DD) residence in Vietnam in the current time (for dedicated Control Board member).
3. The standards and conditions for the Director-General: a) not subject to the provisions in clause 2 article 19 of this Decree;
b) Have professional ethics on the basis of compliance with the provisions of article 27 and Article 28 of this Decree;
c) Have professional qualification and experience:-Bachelor's degree or post-graduate finance banks and have at least 3 years as Director-General (Executive Director), Deputy Director, (Associate Director), Director of subdivisions (branch, transaction, company) of commercial banks; or-bachelor or post-graduate departments not bank financial services industry and have at least 5 years as Director-General (Executive Director), Vice President (VP), Director of subdivisions (branch, transaction, company) of commercial banks.
d) reside in Vietnam during the incumbent.
4. standard terms and conditions with respect to the Deputy Director, Chief Accountant, Director of the Exchange, the Branch Manager, the Director of the company: a) not subject to the provisions in clause 1 of this Decree, article 19; for Vice President are not subject to the provisions in clause 2 article 19 of this Decree.
b) Has qualifications and experience: (i) Bachelor or post-graduate degree in economics, law or area of expertise which will undertake; or (ii) a college or University outside of the above areas, sectors and have at least 3 years of working directly in the banking and finance industry or area of expertise which I will.
c) reside in Vietnam during the incumbent.
5. In addition to the conditions prescribed in this standard, the members of the Management Board, the Supervisory Board members, the Director General, Deputy Director, Chief Accountant of the State commercial banks must comply with the applicable provisions of the relevant law applicable to State enterprises.
Article 22. Standards, conditions on independence of Board members are independent of management 1. Not the people who are working for the Bank or the Bank's affiliated companies or work for banks or subsidiaries of the Bank any time within 3 years previous adjacent.
2. Is not the person who is entitled to the salary and other allowances, remuneration of the Bank in addition to the account are entitled according to the Standards Board members.
3. The wife, husband, father, father, mother, mothers, children, adopted children, brothers, siblings of people that do not belong to one of the following circumstances: the possession from 5% of the equity voting rights and over for joint stock commercial bank; is the Manager, member Supervisory Board of the Bank or the Bank's affiliated companies in present time or any time in the 3 years previous adjacent.
4. Is not the Manager, Board member of the Bank's control at any time during the 5 years previous adjacent; not directly or property agent from 1% of the equity voting rights and over for commercial banks.
5. Not the same people concerned as specified in paragraph 11 to article 5 of this Decree owns 5% of the equity voting rights and over of commercial bank shares.
Article 23. Naturally lose 1. The case of course lose the membership of the Management Board, supervisory board members and the ceo: a) Lost the capacity for civil acts or die;
b) violated the provisions in clause 2 article 19 of this Decree;
c) legal personality of the shareholders is held (for which the person is to represent capital) end;
d) as authorized representative of termination;
DD) court decide the expulsion from the territory of the Socialist Republic of Vietnam;
e) banking license revoked and operations;
g) the decision of the Governor of the State Bank of medical standards the titles of the new term in effect;
h) General Manager lease expired.
2. within 10 working days from the date of determination is the subject naturally lose as specified at points a, b, c, d, e and h of paragraph 1 of this article, the Board of the Bank must have written the report with specific documentation sent State Bank and are responsible for the accuracy honesty of this report before the law; at the same time perform the procedures to elect, appoint, the title being defective according to the provisions of the law.
3. The Chairman and members of the Management Board, head of Department and member of the Board, General Director of the Bank after being identified as a loss, of course, still have to bear personal responsibility for the decisions left to the rule of law and the Charter of the Bank or the deliberate decision to do her wrong in the current time.
4. The title was Governor of the State Bank of the medical standards of those lost as naturally specified in clause 1 of this course.
Article 24. Miami dismissal 1. Chairman and members of the Management Board, head of Department and member of the Board, General Director of the Bank, were dismissed in the following cases: a) capacity for civil acts is limited;
b) Has application for resignation (which stated the reason for resignation);
c) does not ensure the independence requirements for members of the Board are independent;
d) did not participate in the activities of the Board (for the members of the Board) in 6 consecutive months, except in cases of force majeure;
DD) is the State governing body identified as serious violations of the provisions of article 27, article 28 of this Decree;
e) When the competent authorities elected, appointed deems necessary;
g) other cases stipulated by the Bank Charter.
2. The Chairman and members of the Management Board, head of Department and member of the Board, General Director of the Bank after being dismissed, the mission still have to bear personal responsibility for the decisions left to the rule of law and the Charter of the Bank or the deliberate decision to do her wrong in the current time.
3. The title was Governor of the State Bank of medical standards naturally expired when being dismissed, according to recall the decision of the competent body of the Bank.
4. within 10 working days from the date of dismissal decisions, through the papacy for the objects as defined in paragraph 1 of this article, the Board of the Bank must have written notice with specific documentation sent State Bank and are responsible for the accuracy honesty of this report before the law; at the same time perform the procedures to elect, appoint, the title being defective according to the provisions of the law.
Article 25. Suspension, suspension 1. The case of the Bank being put into special control, the Control Board is especially due to the established State Bank has the right to suspend, temporarily suspended the implementation of the tasks and powers of the Chairman and the members of the Management Board, the Chairman and members of the Board, General Director, if it deems necessary.
2. where the Chairman and the members of the Management Board, the Chairman and members of the Board, General Director of the Bank violated the provisions of article 20 of this Decree, violating provisions of the law and the Charter of the Bank in the course of performing their duties and powers are delegated, the State Bank has the right to suspend , to temporarily suspend execution of the tasks and powers of the object this violation if it deems necessary.
3. The Chairman and the members of the Management Board, the Chairman and members of the Board, General Director of the Bank can be suspended, temporarily suspended the enforcement of duties, the powers at the discretion of the Agency to protect the law.
4. The suspended, temporarily suspended the enforcement of duties and powers prescribed in this must have involved responsibility for handling the existence and violations related to personal responsibility when required by the Management Board and Supervisory Board of the Bank or special control Committee or the competent State bodies.
Article 26. Asked about the standard of the health care vote, appointed 1. The elected, appointed by the President and the members of the Management Board, the Chairman and members of the Board, General Director of the Bank must be the standard State Bank Governor y (unless a Government appointed by the Prime Minister). State Bank of rules of procedure, the profile suggested to vote, appointed to the position.
2. banking regulation and accountability of the appointment, resignation and recall the titles referred to in article 21 paragraph 4 of this Decree and inform the State Bank the list of those to be appointed with resumes of these people.
Article 27. Publicly the benefits concerned the publicity of relevant interests made according to the provisions of article 118 of law business.
Article 28. Obligations of members of the Management Board, the Supervisory Board members, executives, Branch Manager, Director, Director, Director of business units 1. Exercise their rights and duties as prescribed by law, the Charter of the Bank, the decision of the general shareholders meeting or the owner or members of the Bank's capital contribution.
2. implementation of the rights and duties in an honest, careful, best interest of the Bank.
3. Faithful to the interests of the Bank; do not use the information, recipes, the Bank's business opportunities, abuse of position, and the Bank's assets to profit personally or to serve the interests of the Organization, the other individual or damaging to the interests of the Bank.

4. reporting timely, complete, accurate for the Bank on the rights that can cause conflicts that they have been in the economic organization, the other individual or transaction and only used the opportunity that once the Board has reviewed and approved.
5. don't compete illegally with the Bank or facilitate third party harm the interests of the Bank.
6. Do not be personal to themselves or their relevant provisions in paragraph 10 article 5 of this Decree the Bank loans with preferential conditions, more favorably than the General provisions of the law and of the Bank.
7. do not increase wages, remuneration, pay bonuses when the Bank suffered losses.
8. other obligations prescribed by the Bank Charter.
Article 29. Compensation, salary and other benefits of the members of the Management Board, the Supervisory Board members, the Director General.
Compensation, salary and other benefits of the members of the Management Board, the Supervisory Board members, the Director General by the General Assembly of shareholders (for the joint stock commercial bank), owners (for commercial banks, which was held in the form of a limited liability company members) , The Board (for the commercial bank to be held in the form of limited liability company two members) consider, decide on the basis of conformity with the provisions of article 117, article 125 of law business.
Section 3 JOINT STOCK COMMERCIAL BANK article 30. The type of shares, shareholders 1. Follow the provisions in paragraphs 1, 3, 5, 6 Article 78 business law.
2. The Bank may have preferential shares. The owner of the shares incentive called preferential shareholders. Preferential shares include the following categories: a) preferential voting shares;
b) dividend preference shares;
c) preferential shares other types due to the Statute of the Bank regulations, except the type of preferential shares leading to the reduction of the Charter capital of the Bank.
3. voting preference shares is made in accordance with paragraph 1 Article 81 of law business.
4. dividend preference shares: a) the dividend preference shares as stock dividend to be paid to the level higher than the level of the common stock dividend or stable rates annually. Dividends are divided every year include fixed dividends and bonus dividend. Fixed dividend does not depend on the Bank's business results and only be charged when the Bank with interest. The case of business banking losses, the fixed dividend paid dividend preference shares are carried into the next year. Fixed dividend rates and the method of determining dividends reward shareholders by General Assembly decision and listed on its stock dividend preference shares;
b) total value denominations of shares maximum dividend preference equal to 20% of the Charter capital of the Bank;
c) members of the Management Board, the Supervisory Board members, the ceo and other management titles, other executives of the Bank were not buying stock dividend preference of the main bank. People are buying shares in preference dividends due to Charter the bank regulation or by the General Assembly of shareholders to decide.
5. The Bank must have at least 100 shareholders, and does not limit the maximum number.
6. The shares of the shareholders taken in accordance with the State Bank on the establishment of joint stock commercial bank.
Article 31. Rights of shareholders 1. Common shareholders have the following rights: a) the rights as specified in points a, b, c, e, f, g paragraph 1 Article 79 business law;
b) transferable shares or sell shares back to the Bank under the provisions of this Decree and the Charter of the Bank;
c) authorized in writing another person to exercise their rights and obligations; person authorized to be written for other people if shareholders agree;
d) shareholders or groups of shareholders owning more than 10% of the total number of common shares within a period of at least six consecutive months or a smaller ratio as defined in the Charter of the Bank, has the rights as specified in paragraph 2, paragraph 3 Article 79 business law;
DD) The nominated person to the Board, the Supervisory Board is made according to the provisions in paragraph 4 to article 79 of law business-but the list of candidates to be submitted to the Board by the deadline specified by the Board.
2. preferential shareholder voting rights as specified in paragraph 2 to article 81 business law.
3. dividend preference shareholders have the rights as specified in paragraph 2 to article 82 business law.
Article 32. Obligations of shareholders 1. Shareholders of the Bank to perform the following obligations: a sufficient number of shares) the payment of the purchase commitment within the time limit fixed by the Bank; responsible for the debts and obligations of the Bank to the extent of which had contributed to banks;
b) are not withdrawing equity have come out of the Bank in all forms lead to the reduction of the Charter capital of the Bank, unless the Bank or others to buy back shares as stipulated in this Decree. Case of shareholders to withdraw part or all of the equity was contrary to the provisions of this paragraph, the members of the Management Board and the legal representative of the Bank must jointly liable for the debts and obligations of the Bank to the extent of the value of shares had been withdrawn;
c) responsible to the law on the legality of the purchase of shares in the Bank;
d) other obligations under the provisions of clause 2, 3, 4, 5 Article 80 business law.
2. Shareholders receive investment trusts for organizations and individuals to provide information about the actual owner of the number of shares that you receive investment trusts; If not provided the information to the Bank, in case the Bank discovers the real owner, the Bank has the right to suspend the rights of shareholders concerning the number of unlisted shares the real owner.
Article 33. Shareholder register and establish the list of shareholders 1. The content related to the shareholder register made under the provisions of article 86 of law business.
2. Establish a shareholders list: a) the Bank specific rules about the time of establishing the list of shareholders entitled to the rights of shareholders and to ensure that shareholders have enough time to register the change about yourself and of your shareholders owning to the Bank before the time comes on;
b) stock transfer transactions incurred during the period from after the closing date the shareholders list on the right of shareholders to be made, the assignee is the person entitled to the rights of shareholders.
Article 34. Ownership of shares 1. An individual shareholder owns up to 10% of the Charter capital of a bank.
2. An institutional shareholders are to own up to 20% of the Charter capital of a bank.
3. Shareholders and relevant persons that their shareholders are to own up to 20% of the Charter capital of a bank.
4. Special cases, the Prime Minister's proposal to base State Bank determine ownership of shares exceeding the rate specified in paragraph 2, paragraph 3 of this article on the basis of national interests.
5. The rate of ownership of shares by foreign investors following the provisions of article 4 of Decree 69/2007/ND-CP dated 20 April 2007 from the Government of the foreign investors who buy shares of commercial bank of Vietnam.
6. The case of the organizations and individuals who hold convertible bonds, after the conversion of bonds into shares is subject to stock ownership limits in this article.
Article 35. Stock 1. The content related to the stock performed as specified in article 85 of law business.
2. the Bank's stocks are not used to pledge in banking stocks.
3. within 30 days from the date of launching the operation (for established banks) or from the date the Bank registered with the business registration agency about new capital levels (for the active bank), the Bank must release the new stock to shareholders in the case of shares issued in the form of a certificate.
Article 36. Offered for sale and transfer of shares 1. The work offered for sale and transfer of shares made in accordance with paragraphs 1, 2, 3, 4, 6 Article 87 business law.
2. banking regulation on the order and procedure of transfer of shares in accordance with the provisions of the law. The transfer of shares is made in writing in the normal way or by hand stocks. Transfer papers have to be parties to the assignment and the assignee or their authorized representative. The party is still the owner of the transfer of the shares concerned until the name of the assignee to be registered in the shareholders register. The case of the transfer only some shares in the stock names, the old shares were canceled and the Bank issued new shares recorded the number of shares has been transferred and the number of shares remaining.
3. The transfer of shares here must be the Governor of the State Bank approval in writing before assignment: a) The traded shares critical levels;
b) traded shares led to shareholders are to own critical stock levels become does not own the shares and vice versa.
4. individual shareholders, shareholders had legal representation, which is a member of the Management Board, the Supervisory Board members, the Director General of the time held and during 1 year, since time does not assume the title, transferable shares but must retain a minimum of 50% of the total number of shares that I own at the time was the old General Assembly East elected or be appointed by the Board and must have written the State Bank report before making the transfer of shares to a minimum of 15 working days for the number of shares are transferable.
5. During the processing of the result according to the resolutions of the general shareholders meeting due to personal responsibility, the members of the Management Board, the Supervisory Board members, General Manager of stock not transferable, except this: a members) Is represented by the shareholders of the merged organization is , merge, split, dissolution, bankruptcy according to law provisions;
b) forced the transfer of shares according to the decision of the Court.
6. The transfer of shares of listed Bank made under the provisions of the law on securities and the stock market.

7. The transfer of shares of shareholders involved, which established the Bank made under provisions of the State Bank.
Article 37. Bonds in addition to compliance with the provisions of article 88 the enterprise law, the issuance of bonds, convertible bonds and other bond types of banks must ensure the following rules: 1. Comply with the provisions of the law of credit institutions and the instructions in the text of the relevant law.
2. for convertible bonds: a) the convertible bonds is the type of bond that can be converted into common stock of the issuing bank under the conditions defined in the plan released;
b) The Bank issued convertible bonds must be General Assembly of shareholders and was Governor of the State Bank approved in writing;
c) Bank specific rules about the method of release, time release, the conversion period the conversion rate bonds bonds, the amplitude fluctuations in the stock price, the purpose of using revenues from issuing convertible bonds, the rights and obligations of the owner of the convertible bonds under the provisions of the law. This information should be publicly available at the time of issuing convertible bonds;
d) procedure, application for convertible bonds issuance is made according to the regulations of the State Bank and the provisions of other applicable law concerned.
Article 38. Pay dividends 1. The dividend of the Bank comply with the provisions of article 93 of law business.
2. The Bank not to pay the interest or other sums of interest nature for dividends, except dividends paid on deposit accounts of the shareholders in the Bank.
Article 39. Buying stock, shares, bonds of the Bank's bonds to be bought with money, and Vietnam must pay enough per.
Article 40. Buy back shares at the request of the shareholders or by the decision of the Bank 1. The acquisition of shares by shareholder's request or by the decision of the Bank to comply with the provisions of article 90, article 91 business law and the regulation of securities legislation.
2. Payment conditions and treat the shares acquired under the provisions made in paragraph 2, paragraph 3 Article 92 of law business. The Bank is entitled to payment only shares acquired for shareholders if right after paying off the number of shares to be acquired, the Bank guaranteed the payment of the debts and obligations of other assets, ensure the safety ratio in the banking, capital not lower than the level of capital and other related conditions by State Bank regulations. The Bank buy back its own shares must be approved by the State Bank in writing before making if lead to the reduction of the Charter capital of the Bank.
Article 41. General Assembly of shareholders 1. The content related to the shareholders General Assembly made in accordance with paragraph 1, paragraph 3 Article 96 of law business.
2. The General Assembly of shareholders have the following rights and duties: a) through the Bank's development orientation.
b) decided to amend and supplement the Statute of the Bank;
c) through internal rules of organization, functions, responsibilities, powers of the Management Board and Supervisory Board;
d) Election, resignation and recall of members of the Management Board, supervisory board members in accordance with the conditions and criteria stipulated in this Decree;
DD) decided the total wage, bonus and other benefits every year for the Management Board, supervisory board and budget activities of the Management Board, the Supervisory Board;
e) consideration and disposal of infringing of the Board, the Board of control causing damage to the Bank and shareholders of the Bank;
g) approved changes to capital level; decide on the type of shares and the total number of shares of each type are the rights offered for sale;
h) decided the acquisition of shares sold under the provisions of this Decree;
I) approved the release of convertible bonds;
k) through the annual financial report; profit distribution plan;
l) through the report of the Board, the Control Board on the implementation of the tasks assigned powers;
m) decide the Bank's transaction contracts not in scope, subject to prohibition or restrictions in accordance with the law on credit institutions, the law on amendments and supplements to some articles of the law on credit institutions and guidance documents the law with members of the Management Board Member, supervisory board, General Manager, shareholders owning stock levels and their related persons have value greater than 20% of the Bank's own capital or a different rate is under the provisions of the Charter of the Bank. In this case, the relevant shareholders do not have voting rights. The contract or transaction was approved when the number of shareholders representing at least 65% of the total remaining voting agree;
n) decided to set up companies;
o) decided to reorganize, dissolution or bankruptcy of the Bank requirements;
p) the rights and duties as defined in the Charter of the Bank.
3. annual shareholders General Assembly discussed and passed a minimum the problems specified in point k and point 1 paragraph 2 this and other problems in the authority as prescribed in the Charter of the Bank.
Article 42. Meeting of the General Assembly of shareholders 1. Authority to exercise extraordinary shareholder meeting convened meeting of shareholders General Assembly: comply with the provisions of article 97 of law business. In addition, the Board must convene a meeting extraordinary shareholders General Assembly upon request of the State Bank.
2. List of shareholders having the right to attend the meeting of the General Assembly of shareholders to follow the provisions of article 98 business law.
3. The programme and contents of the shareholders Assembly meeting taken according to the provisions of article 99 of law business.
4. Invites the shareholders General Assembly meeting taken according to the provisions of article 100 of law business.
5. The right to attend the meeting of the General Assembly of shareholders to follow the provisions of article 101 business law.
6. conditions to conduct shareholders General Assembly meeting taken according to the provisions of article 102 of law business.
7. Compliance meeting and voting at the general shareholders meeting conducted under the provisions of article 103 business law.
43 things. Through the decision of the General Assembly of shareholders 1. The adoption of the decision of the General Assembly of shareholders to follow the provisions in paragraphs 1, 4, 6 Article 104 business law.
2. The decision of the General Assembly of shareholders on the matters stipulated in points a, b, d, e, g, i, k, l, m, o item 2 Article 41 of this decree must be passed by voting at the meeting of the General Assembly of shareholders.
3. The decision of the general shareholders meeting be adopted at the meeting when ensuring the following conditions: a) the conditions specified in point a, point c paragraph 3 Article 104 business law;
b) Is the number of shareholders representing at least 75% of the total votes of all voting shareholders attending the meeting approved, specific rate by bank regulatory rules, for some of the following problems:-decide on the type of shares and the total number of shares of each type are the rights offered for sale;
-Decided to amend and supplement the Statute of the Bank;
-Decide on the dissolution, reorganization of the Bank;
-Decide on the number of discount or discount rate in the case of shares offered for sale to brokers or guarantor.
4. jurisdiction and form opinions in writing to shareholders through the decision of the general shareholders meeting conducted under the provisions of article 105 business law. The case through the decision in the form of written opinions, the decision of the general shareholders meeting be adopted if the number of shareholders representing at least 75% of the total voting rate, specific approval by the banking regulatory rules.
Article 44. The minutes of the meeting of the General Assembly of shareholders 1. The content relating to the minutes of the shareholders Assembly meeting taken according to the provisions of article 106 business law.
2. Within 15 days from the date of closing of the meeting, all the decisions are the General Assembly of shareholders must be sent to the State Bank branch in the province, the city where the Bank is headquartered.
Article 45. Request the cancellation of the decision of the General Assembly of The shareholders request the cancellation of the decision of the general shareholders meeting conducted under the provisions of article 107 business law.
Article 46. The duties and powers of the Board 1. Responsible before the law, the shareholders General Assembly in the implementation of tasks and powers assigned to it.
2. Strategic decisions, the medium-term development plan and the annual business plan of the Bank.
3. Decide the structure of Headquarters, the Internal Audit Division, transaction Center, branches, subsidiaries, representative offices, business units.
4. Decide on the opening of the Exchange, affiliates, representative offices, established business units.
5. appointment, dismissal, recall, discipline, suspension and decides salaries, other benefits for the position Of Director, Deputy Director, Chief Accountant, Secretary of the Board, the position in the Internal Audit Division, the Director of the Exchange, branches, subsidiaries , business units, head offices and other titles under the authority of the Management Board on the basis of the internal regulations by the Board.
6. Approved capital contribution, purchase of shares of the business, other credit institutions.
7. Representatives of the Bank's equity in the enterprise, other credit institutions.
8. decision on the loan, the guarantee of value greater than 10% of the Bank's own capital on the basis of ensuring the regulation of safety in the operation of the Bank, except for transactions under the authority the decision of the General Assembly of shareholders stipulated in point m item 2 Article 41 of this Decree.

9. The decision of the Bank's trading contracts not in scope, subject to prohibition or restrictions in accordance with the law on credit institutions, the law on amendments and supplements to some articles of the law on credit institutions and guidance documents under this law with members of the Management Board Member, supervisory board, General Manager, shareholders owning stock levels and their related person has value equal to or less than 20% of the Bank's own capital or a specific rate of other smaller banks regulated by the Charter. In this case, the relevant members have no voting rights.
10. Decides to select independent audit organizations.
11. Responsibility for the issues related to internal audit, test systems, internal control according to the regulations of the State Bank.
12. Inspection and surveillance, the direction Of the Director in the performance of the tasks assigned; annual reviews on the effective work of the Director General.
13. Issued internal rules relating to the organisation, management and operation of the Bank in accordance with the provisions of the laws and decrees, except the issues under the jurisdiction of the Control Board or the General Assembly of shareholders.
14. Decides to risk management policies and monitoring the implementation of measures to prevent the risk of the Bank.
15. The review, approval and publication of annual report and financial statements of the Bank in accordance with the law.
16. Choose valuation organization professional to property valuation is not Vietnam money, foreign currencies freely convertible, gold under the provisions of the law.
17. The Governor of the State Bank of approved medical standard or the issues under the provisions of the law.
18. the proposed reorganization, dissolution or bankruptcy of the Bank requirements.
19. The decision to sell new shares in the range of the number of shares to be offered rights of each type.
20. decision on the price offered for sale of shares and convertible bonds of the Bank.
21. Decides to buy back shares of the Bank under the provisions of this Decree.
22. The financial settlement reports to the annual shareholders meeting.
23. the proposed distribution of profit approach, the level of dividends to be paid; decision time limit and procedure for paying dividends or handle losses arising in the course of business.
24. The preparation of the content, the relevant documents to the General Assembly of shareholders to decide on the issue of the jurisdiction of the general shareholders meeting, except the contents in function of the tasks of the Supervisory Board.
25. Browse the program, content, the document serves the shareholders General Assembly meeting; convene meetings of the General Assembly of shareholders or shareholder opinions written to through the decision.
26. The organization to deploy, test, monitor the implementation of the resolutions and decisions of the general shareholders meeting or by the Board.
27. other rights and duties under the provisions of the Charter of the Bank.
Article 47. The duties and powers of the Chairman of the Management Board 1. The duties and powers prescribed in clause 2, clause 3 Article 111 of law business.
2. Make sure the members of the Board receive adequate information, objective, accurate and sufficient time to discuss the issues that the Board must consider.
3. The assignment of tasks for the members of the Board. Content of the specific tasks assigned to the members must be expressed in writing and signed by the Chairman of the Board.
4. Monitoring of Board members in the performance of the work is assigned and the duties and powers.
5. Evaluate the performance of each Member, the Committee of the Board a minimum of once per year and the shareholders General Assembly reports on the results of this assessment.
Article 48. The duties and powers of Board members 1. Along with the other members of the Management Board of the Bank in accordance with the law and the Charter of the Bank.
2. Perform the duties and powers of a member of the Management Board in accordance with the internal regulations of the Board and assigned by the Chairman of the Board in an honest way for the benefit of the Bank.
3. financial reports research by independent auditors prepare, have comments or ask the administrator, bank executives, independent auditors and internal auditors explanation of issues relevant to the report.
4. Electing and dismissing the Papacy, Chairman of the Board.
5. Requests the Chairman of the Board to convene a meeting of the Board of irregularities under the provisions of this Decree.
6. to request the convening of a meeting of shareholders extraordinary General Assembly according to the provisions of this Decree.
7. Attend the meetings of the Board, discussing and voting on all of the issues in the mission and powers of the Board under the provisions of this Decree, except not voting because the issue of conflict of interest. Bear personal responsibility before the law, the shareholders General Assembly and before the Board about his decision.
8. Implementation of the decisions of the general shareholders meeting and the resolution of the Board.
9. accountability before the General Assembly of shareholders, the Board on the implementation of tasks as required.
10. other rights and duties under the provisions of the Charter of the Bank.
Article 49. Meeting of the Board's 1. The content relating to the meeting of the Board made under the provisions of clause 1, 2, 3, 4, 6, 7 Article 112 corporate law.
2. The Chairman or members of the Board are the President authorized to convene a meeting of the Board within 15 days of receipt of a proposal in accordance with the provisions of this Decree. The case of the Chairman or person not authorized to convene a meeting of the Board as suggested, they must take responsibility for the damage occurring to the Bank, except not to convene the meeting was for reasons of force majeure; in this case, the meeting of the Management Board have the right to convene meetings of the Board, the Board members attending the meeting voted to elect the Chairman of the meeting.
3. The Bank specified in the internal rules of the Board of the meeting in case of emergency, the time limit for notification and reporting form the Management Board in the event of an emergency meeting.
4. The meeting of the Board was conducted when there are from 3/4 (three-fourths) of the total number of members attended the meeting. The case is not directly attend the meeting, Board members have the right to vote the proxy for a member of the Board or send comments to vote by text. The case of the voting in writing, voting to stay in the sealed envelope and must be moved to preside a meeting of the Board at the latest 12 hours before opening time. Voting is only open in front of all those members directly attend the meeting.
5. members of the Board are delegated to others is not a member of the Board of estimate meeting if a majority of members of the Board approves. In this case, the person authorized to attend the meeting and was not voted on.
6. Decisions of the Management Board is adopted if the majority vote approval, including voting and voting by proxy; peer vote case, the final decision belongs to the comments of the Chairman of the meeting.
Article 50. Board meeting minutes 1. The content related to the meeting minutes of the Board made in accordance with paragraph 1, paragraph 2 Article 113 business law.
2. in case of direct members attend meetings not to sign the minutes shall specify the reason; If not specify a reason that members vote for the content at the meeting regarded as not worth.
3. The minutes of the meeting of the Board must be set up by Vietnamese and can in a foreign language, and the two are equal legal value. Two cases had a difference of the contents shall be interpreted according to the minutes was set by the Vietnamese.
Article 51. Competent and able to form opinions of members of the Board in writing 1. Chairman of the Board decided the opinions of members of the Board in writing.
2. The Secretary of the Board to prepare the vote, the necessary documents are related to the content of the comments, please. Slip opinions and accompanying documents must be delivered by the guaranteed method to the contact address of each Member of the Board.
3. Slip opinions must have the following principal contents: a) the name, address, headquarters, the number and date of establishment licensing and operation, the business registration certificate of the Bank;
b) the purpose of obtaining the opinion;
c) Them, the name and contact address of the members of the Board;
d) should issue opinions;
DD) voting variants, including: approved, not approved and no comments;
e) the time limit for submitting the vote retrieved comments have been answered about the Bank;
g) full name, signature of the Chairman of the Board.
4. Slip opinions have answered must be signed by the members of the Board and sent to the Bank according to the regulations of the Bank.
5. The Secretary of the Board and record-setting tally tally under the supervision of at least one member of the Board is independent. Report on the ballot must have the following principal contents: a) the name, address, headquarters, the number and date of establishment licensing and operation, the business registration certificate of the Bank;
b) the purpose and problems need opinions;
c) total votes vote sent, total revenue, number of voting voting valid, invalid voting numbers. The minutes must contain the appendix the list of members of the Board participated in the voting;
d) total votes approve, not approve and have no comments with respect to each issue are please comments;
DD), last name, signature of the person in charge of the ballot, the supervisor.

6. The Secretary of the Board participate in the opinions of members of the Board in writing and the person monitoring the tally are jointly responsible for the truthfulness, accuracy of the minutes count; jointly liable for the damages arising from the decisions adopted by the ballot, not exactly.
7. Report on the results tally with the resolution, the decision of the Board through based on the results of the votes must be sent to the members of the Management Board within a period of 15 days from the end of the tally.
8. Slip opinions have been answered, compiling a tally, the full text of the resolution has been adopted and the relevant documents enclosed slip opinions are to be kept at the Head Office of the Bank.
9. The decision was adopted in the form of opinions of members of the Board in writing that the decision adopted at the meeting of the Board.
Article 52. Duties and powers of the Supervisory Board 1. Monitoring the compliance with the provisions of the law and the Charter of Bank management, bank executives; responsible before the law, the shareholders General Assembly in the implementation of tasks and powers assigned to it.
2. the internal regulations of the Board of control. Annual, periodic review of internal regulations of the Board of control, the key policy of accounting and reporting.
3. Responsible for the issues related to internal audit, test systems, internal control according to the regulations of the State Bank. Have the right to use independent advice and the right approach, to provide full, accurate, timely information, documents relating to operations management, bank executives to perform assigned tasks.
4. Evaluation of financial statements 6, first year and every year, including the Bank's financial statements have been audited by independent audit organization performs. Shareholders General Assembly reports on the results of the evaluation of financial statements annually, reviews the reasonableness, legitimate, honest and level of caution in the accounting, statistical and financial reports. Control Board may be consulted by the Board before the report and recommendation to shareholders.
5. Review the accounting books, other documents and the Task Manager, the Bank's operations when deemed necessary or by decision of the general shareholders meeting or at the request of major shareholders or group of shareholders under the provisions of article 31 paragraph 1 d of this Decree. Control Board to implement the check in time limit of 7 working days from the date of receiving the request of shareholders or shareholder groups mentioned above. Within 15 days from the end of the test, the Control Board must report, explanation of the issues was required to test the Board and shareholders or groups of shareholders have demanded. The examination of the Board specified in this clause are not hindered, causing disruption in the normal functioning of the management and business operations of the Bank.
6. Promptly inform the Board when detected violations of the Bank Manager as specified in this Decree, Bank Charter and the provisions of relevant laws, and requires violators to terminate the violation and have remedial solutions (if any). Make a list of the persons concerned of the members of the Management Board, the Supervisory Board members, the ceo and founders, shareholders own the shares of the Bank, keep and update this list.
7. the proposed extraordinary meeting of the Board or request the Board to convene the General Assembly extraordinary meeting of shareholders under the provisions of this Decree and the Charter of the Bank.
8. the meeting convened extraordinary General Assembly in the event the Board has decided to violate seriously the provisions in this decree or decision exceeds the assigned authority and other cases under the provisions of the Charter of the Bank.
9. other powers and duties as stipulated in the Charter of the Bank.
Article 53. The duties and powers of the head of Supervisory Board 1. Organizations deploy the implementation of the tasks and powers of the Control Board under the provisions of this Decree.
2. Prepare the program for the meeting of the Supervisory Board on the basis of consideration of the issues and concerns of all members of the Board of control in relation to the duties and powers of the Control Board; convene and preside the meeting Control Board.
3. On behalf of the Board signed the documents under the authority of the Board of control.
4. On behalf of the Board of supervisors convene the shareholders General Assembly extraordinary session or suggest the extraordinary meeting of the Board as specified in this Decree.
5. Prepare the work plan and assigning tasks for the members of the Board of control under the Bank's internal regulations.
6. Make sure the Control Board members receive full information, objective, accurate and sufficient time to discuss the issues that the Board must consider.
7. Monitor, Steering Committee members in performing the work is assigned and the tasks and powers of the Control Board.
8. Authorize another Member of the Supervisory Board performed its duties during the absence.
9. other powers and duties as stipulated in the Charter of the Bank.
Article 54. Duties and powers of the Control Board members 1. Perform other duties and powers of the Supervisory Board members in accordance with the provisions of the law, the Charter of the Bank and the internal regulations of the Board of control to an honest, vigilant for the benefit of the Bank and the shareholders.
2. Vote, dismissed, Chief of mission control.
3. Request the head of supervisory board convened an extraordinary Supervisory Board meeting.
4. Control the business activities, check the bookkeeping, assets, financial reports and recommendations to remedy these violations.
5. right to request officials and employees of the Bank provides data and explain the operations to perform the task assigned.
6. The report of the Chief Control Board about any unusual financial activities and the personal responsibility of the evaluation and its conclusions.
7. Attend the meetings of the Board of control, taking suggestions and voting on the matter in the tasks and powers of the Control Board, except the issues conflict of interest.
8. Attend the meetings of the Management Board, taking comments and give recommendations, but not voted on.
9. request to record his comments in the minutes of the meeting of the Board if its opinion differs from the decision of the Board and report before the General Assembly of shareholders.
10. The mission, other powers as defined in the Charter of the Bank.
Article 55. Duties and powers of the Director General 1. The rights and duties specified in paragraph 3, paragraph 4 Article 116 business law.
2. Set up and process of the Board through the financial statements. Responsible for the accuracy, the integrity of the financial statements, statistical reports, metrics, and the settlement of other financial information.
3. Set the process, operation procedures to operate the business operating system, information systems report.
4. Report to the Management Board, supervisory board, shareholders ' General Assembly and the competent State authorities about the operation, efficiency and business results of the Bank in accordance with the law and the Charter of the Bank.
5. Decides to apply the measures exceeded his authority in cases of emergency (natural disasters, fire, the enemy, the problem) and take responsibility for those decisions, then must report immediately to the Board for resolution.
6. Recommendations, proposed the Organization, management and operation of the Bank in order to improve the quality and efficiency of the banking activities of the management board or the General Assembly of shareholders decided by the authority.
7. The suggestion to convene an extraordinary Board meeting, according to the provisions of this Decree.
Section 4 of the STATE COMMERCIAL BANK by the STATE OWNS 100% of the CHARTER CAPITAL Article 56. The owner's rights 1. The rights of the owner as specified at points a, b, k, l, m, n paragraph 1 Article 64 of law business.
2. Determine the initial capital and the change of the Bank's capital.
3. Decide the organizational structure of the Bank's management; decide on the appointment, dismissal and recall the authorized representative as Chairman and Board Member, head and members of the Board of control of the Bank in accordance with the criteria and conditions specified in this Decree.
4. Approves the internal regulation on the Organization and operation of the Board and the Control Board.
5. decision on wage, bonus and other benefits for members of the Management Board, supervisory board members and budget activities of the Board, the Board of control.
6. Monitoring and evaluation of the activities of the Management Board and the Supervisory Board, including the activities of the Chairman of the Management Board, head of the Supervisory Board before being appointed as a member of the Management Board, the Supervisory Board.
7. Decide the measures applicable to members of the Management Board and supervisory board members breached their duties and powers. Complaints or claims for members of the Management Board, the Supervisory Board members, the Director General when not done properly the duty, cause damage to their interests or of the Bank in accordance with the law.
8. The genus was the exit by way of transfer of a part or the whole of the capital for organizations or individuals when State Bank approval.
9. do not unplug the profit when the Bank does not pay the debts and obligations of other assets to the limit.
10. Other rights prescribed in the Charter of the Bank.
Article 57. Owner's obligations 1. Enough, the due amount of capital has been committed to and responsible for the debts and obligations of the Bank to the extent of which had pledged contributions to the Bank.
2. other obligations as specified in the item 2, 3, 4 Article 65 business law and the Charter of the Bank.
Article 58. Duties and powers of the Board

1. Be responsible before the law, the previous owner in the exercise of his powers, duties under the provisions of this Decree and the Charter of the Bank.
2. Duties and powers prescribed in paragraphs 2, 3, 4, 5, 6, 7, 10, 11, 12, 14, 15, 16, 17, 18 to article 46 of this Decree, except in the matter of jurisdiction decided by the owner.
3. The financial settlement reports annually up to owner.
4. Decide on the establishment of companies.
5. Decides to handle the losses incurred in the course of business.
6. decision on the loan, the guarantee of value greater than 10% of the Bank's own capital on the basis of ensuring the rules of safe in Bank operations.
7. The decision of the Bank's trading contracts not in scope, subject to prohibition or restrictions in accordance with the law on credit institutions, the law on amendments and supplements to some articles of the law on credit institutions and guidance documents under this law with members of the Management Board Member, supervisory board, General Director and the person concerned. In this case, the relevant members have no voting rights.
8. Issuing internal regulations relating to the organisation, management and operation of the Bank in accordance with the provisions of the law.
9. the reports, proposals and recommendations to the owner about the problem of jurisdiction decided by the owner.
10. The organization to deploy, test, monitor the implementation of the resolution, the decision of the owner or of the Board.
11. The rights and duties as defined in the Charter of the Bank.
Article 59. Duties and powers of the Chairman of the Management Board 1. The duties and powers prescribed in clause 2 (unless otherwise specified in point) and paragraph 3 to article 111 of law business.
2. The duties and powers prescribed in item 2, 3, 4 Article 47 of this Decree.
3. Evaluate the effectiveness of the work of each Member, the Committee of the Board a minimum of once a year and report the owner about the results of this assessment.
4. The duties and powers under other provisions of the Charter of the Bank.
Article 60. Duties and powers of Board members 1. Duties and powers prescribed in paragraphs 1, 2, 3, 5, 10 and Article 48 of this Decree.
2. Attend the meetings of the Board, discussing and voting on all of the issues in the mission and powers of the Board under the provisions of this Decree, except not voting because the issue of conflict of interest. Bear personal responsibility before the law, the previous owner and before the Board about his decision.
3. Implementing the decisions of the owners and the resolution of the Board.
4. accountability before the owner, the Board on the implementation of tasks as required.
Article 61. Board meeting and Board meeting minutes 1. Follow the provisions in paragraphs 1, 2, 3, 5 things this Decree 49, except for the election of the Chairman of the Board.
2. Meetings of the Board are conducted when there are from 2/3 (two thirds) of the total number of members attended the meeting. The case is not directly attend the meeting, Board members have the right to vote the proxy for a member of the Board or send comments to vote by text. The case of the voting in writing, voting to stay in the sealed envelope and must be moved to preside a meeting of the Board at the latest one hour before the opening hour. Voting is only open in front of all those members directly attend the meeting.
3. Decisions of the Management Board is adopted if a majority of the voting members approved, including voting and voting by proxy; peer vote case, the final decision belongs to the comments of the Chairman of the meeting. The proposed additional amendments Charter Bank, banking reorganization, transfer a part or the whole of the Bank's Charter capital must be at least 3/4 (three-fourths) of members approve.
4. Minutes of meetings of the Board made under the provisions of article 50 of the Decree.
Article 62. Opinions of members of the Board in writing to the authority and form opinions of members of the Board in writing to comply with the provisions of article 51 of this Decree.
Article 63. Duties and powers of the Supervisory Board 1. Monitoring the compliance with the provisions of the law and the Charter of Bank management, bank executives; responsible before the law, before the owner in carrying out the duties and powers assigned to it.
2. Duties and powers prescribed in clause 2, 3 Article 52 of this Decree.
3. Evaluation of financial statements 6, first year and every year, including the Bank's financial statements have been audited by independent audit organization performs. Owner reports about the results of the evaluation of the annual financial statements, reviews the reasonableness, legitimate, honest and level of caution in the accounting, statistical and financial reports. Control Board may be consulted by the Board before the report and recommendations up the owner.
4. Review the accounting books, other documents and the Task Manager, the Bank's operations when necessary or at the discretion of the owner. Control Board to implement the check in time limit of 7 working days as from the receipt of the request of the owner. Within 15 days from the end of the test, the Control Board must report, explanation of the issues was required to test the Board and owner. The examination of the Board specified in this clause are not hindered, causing disruption in the normal functioning of the management and business operations of the Bank.
5. Promptly inform the Board when detected violations of the Bank Manager as specified in this Decree, Bank Charter and the provisions of relevant laws, and requires violators to terminate the violation and have remedial solutions (if any). Make a list of the persons concerned of the members of the Management Board, the Supervisory Board members, General Director of keep and update this list.
6. the proposed extraordinary meeting of the Board under the provisions of this Decree and the Charter of the Bank. Promptly report the owner in cases where the Board has decided to violate seriously the provisions in this decree or decision exceeds the assigned authority and other cases under the provisions of the Charter of the Bank.
7. The other powers and duties as stipulated in the Charter of the Bank.
Article 64. Duties and powers of the Secretary of the Board of control 1. Duties and powers prescribed in paragraphs 1, 2, 3, 5, 6, 7, 8, 9 Article 53 of this Decree.
2. On behalf of the Board of supervisors proposed extraordinary meeting of the Board as specified in this Decree.
Article 65. Duties and powers of the Control Board members 1. Perform other duties and powers prescribed in the paragraph 3, 4, 5, 6, 7, 8, 10 to article 54 of this Decree.
2. Perform the duties and powers of the Supervisory Board members in accordance with the provisions of the law, the Charter of the Bank and the internal regulations of the Board of control to an honest, vigilant for the benefit of the Bank and the owner.
3. The request to record his comments in the minutes of the meeting of the Board if its opinion differs from the decision of the Board and report before the owner.
Article 66. Duties and powers of the Director General 1. Duties and powers prescribed in paragraphs 1, 2, 3, 5, 7 Article 55 of this Decree.
2. Report to the Management Board, supervisory board, owners and other competent State authorities about the operation, efficiency and business results of the Bank in accordance with the law and the Charter of the Bank.
Section 5 JOINT STOCK COMMERCIAL BANKS by the STATE OWNS over 50% of the CHARTER CAPITAL Article 67. The governing body of the Organization in the management of joint stock commercial banks by the State owns over 50% of the Charter capital is done according to the rules applicable to commercial banks.
Item 6-VENTURE COMMERCIAL BANK Article 68. Member's capital contribution rights 1. Management of the Bank through the appointed authorized representative qualifies and the conditions prescribed in this Decree, to join the Board, the Board of supervisors on the basis of its equity in the Bank or an agreement between the members.
2. to request the Bank to provide information, reports on the activities of the Management Board, supervisory board, the situation works, the business of banking, accounting, annual financial report and the other documents documents of the Bank.
3. Divided the profits corresponding to shares after the Bank has sufficient tax and complete other financial obligations prescribed by law.
4. Are split rest property value of the corresponding bank shares when the Bank dissolved or went bankrupt.
5. Priority to contribute more capital into the Bank when the Bank increased chartered capital.
6. Assign a portion or all of the shares under the provisions of article 44 of law business and the transfer must be State Bank review and approve in writing.
7. Be required to buy back shares as stipulated in article 43 business law but only the Bank is entitled to payment of acquired shares for capital contribution membership if right after payment enough shares to be acquired, the Bank guaranteed the payment of the debts and obligations of other assets , make sure the safety ratio in the banking, capital not lower than the level of capital and other related conditions by State Bank regulations. The banks buy back the shares at the suggestion of members, which must be approved by the State Bank in writing before implementation.
8. The complainant or petitioner Board members, Committee members, General Manager when not done properly the duties and powers of damage to the interests of the Bank or of the members of which is prescribed by law.

9. Other rights prescribed in the Charter of the Bank.
Article 69. Member's capital contribution obligations 1. Enough, the due amount of capital has been committed to and responsible for the debts and obligations of the Bank to the extent of which had pledged contributions to the Bank.
2. do not have drawing out of the Bank in all forms, except in the case specified in clause 6, clause 7 Article 68 of this Decree.
3. Not directly intervene into the work of bank executive management.
4. In compliance with the Charter of the Bank.
5. other obligations as stipulated in the Charter of the Bank.
Article 70. The duties and powers of the Board, the Chairman and the members of the Board.
1. duties and powers of the Board a) responsible before the law, before the members had in implementing the tasks, assigned powers;
b) through the Bank's development orientation;
c) through the amendments, supplements the Statute of the Bank;
d) issued an internal regulation of the Board of management and the internal rules relating to the organisation, management and operation of the Bank in accordance with the provisions of the laws and decrees;
DD) Elected, resignation and recall the Chairman of the Board in accordance with the conditions and criteria stipulated in this Decree;
e) consideration and disposal of breach of Board members;
g) approved changes to capital level;
h) through the annual financial statements, the profit distribution plan;
I) financial situation report, the Bank's business results, the implementation of the tasks and powers of the Management Board, Member of the Board at the request of a member, which is either the competent State agencies;
k) perform the duties and powers prescribed in paragraphs 2, 3, 4, 5, 6, 7, 10, 11, 12, 14, 15, 16, 17, 18 to article 46 of this Decree.
l) decide the loan, guarantee of value greater than 10% of the Bank's own capital on the basis of ensuring the safety of Bank operations;
m) decided to set up companies;
n) decided to buy back shares of capital contribution to the Bank under the provisions of this Decree;
o) through the Bank's transaction contracts not in scope, subject to prohibition or restrictions in accordance with the law on credit institutions, the law on amendments and supplements to some articles of the law on credit institutions and guidance documents the law with members of the Management Board Member, supervisory board, General Director, Member of the Bank's capital contribution and their related persons. In this case, the relevant members have no voting rights;
p) through the reorganization, dissolution or bankruptcy of the Bank requirements;
q) decide the salary, bonuses, perks and other benefits for the President and the members of the Management Board, the Chairman and members of the Control Board, the Director-General on the basis of conformity with the provisions of article 29 of this Decree;
r) tasks, other powers as defined in the Charter of the Bank.
2. duties and powers of the Chairman of the Board a) launch the implementation of the tasks and powers of the Board under the provisions of paragraph 1 to article 70 of this Decree;
b) the duties and powers prescribed in clause 2 (excluding the provisions in points) paragraph 3 to article 111 of law business.
c) the duties and powers prescribed in item 2, 3, 4 Article 47 of this Decree.
d) review efficiency of each Member, the Committee of the Board a minimum of once a year and report to the members, which is about the results of this review;
DD) other rights, duties under the provisions of the Charter of the Bank.
3. duties and powers of the members of the Board a) participated in the mission and powers of the Board under the provisions of paragraph 1 to article 70 of this Decree;
b) duties and powers prescribed in paragraphs 1, 2, 3, 4, 5 Article 48 of this Decree;
c) attend the meetings of the Board, discussing and voting on all of the issues in the mission and powers of the Board under the provisions of this Decree, except not voting because the issue of conflict of interest. Bear personal responsibility before the law, the previous capital contribution and membership before the Board about its decision;
d) implementation of the decisions and resolutions of the Board;
DD) Has accountability before the capital contribution, members of the Management Board on the implementation of tasks as required.
e) make the rights and obligations of members, which is stipulated in article 68 Article 69 of this Decree, according to the Member's capital contribution authorization;
g) other rights, duties under the provisions of the Charter of the Bank.
Article 71. Registry members The relevant content to the registry members comply with the provisions of article 40 of law business.
Article 72. The meeting of the Management Board 1. The Board may be periodic or extraordinary meeting. The meeting of the Board by the Chair of the Board or Board members are Chairman authorized to convene, the Board must periodically meeting at least once each quarter and to the extraordinary meeting as Chairman of the Board of Directors deems necessary or upon one of the following circumstances : a) proposed by the Director General or the Control Board;
b) proposed by at least 2 members of the Board;
c) Have suggested by members or groups of members owning over 25% of the Charter capital or a smaller rate due to Charter the bank regulation;
d) proposed by the minority members left in the Bank in case a member owns 75% of the Charter capital and banking regulations do not prescribe a smaller rate;
DD) other cases stipulated by the Bank Charter.
The aforesaid proposal must be made in writing, which stated the purpose, issues to be discussed and decided in the jurisdiction of the Board. Who has the authority to convene meetings of the Management Board has the right to refuse the above proposal if the issue needs discussion and decided not under the control of the Board.
2. Follow the provisions in paragraphs 2, 4, 5 Article 49 of this Decree.
3. The meeting of the Board was conducted when the number of members representing at least 75% of the capital attended the meeting; specific rate due to Charter the Bank regulations. The case of the first meeting are not eligible under the above provisions shall be convening the second meeting within 15 days from the date of intended first meeting. The meeting of the Management Board convened for the second time was in progress when the number of members representing at least 50% of the Charter capital; specific rate due to Charter the Bank regulations. The case of the second meeting is not eligible to proceed according to the provisions stated above shall be convening the third meeting within 10 working days from the date of the second meeting of the plan; in this case, the Board meetings be conducted regardless of the number of members and capital are represented by the number of members.
4. in case of not directly attend the meeting, Board members have the right to vote the proxy for a member of the Board or send comments to vote by text. The case of the voting in writing, voting to stay in the sealed envelope and must be moved to preside a meeting of the Board at the latest 12 hours before opening time. Voting is only open in front of all those members directly attend the meeting.
5. members of the Board have the right to petition in writing about the program of the meeting. Petitions must contain the following principal contents: a) the full name, permanent address, nationality, identity card, passport or other legal personal endorsement for membership is personal; name, address, number of head office establishment decision or business registration number for members are held; name, signature of the Member or authorized representative;
b) ratio of shares, the number and date of grant of the certificate of shares;
c) content of the recommendations put to the program of the meeting;
d) reasons for recommendations.
Chairman of the Management Board must approve additional programs and recommendations of the meeting of the Board if there is enough content recommendations as regulations are sent to the Head Office of the Bank is slow for 1 working day before the date of the meeting of the Board; the case of petitions be filed shortly before the meeting, the petition is approved if a majority of the members agree to. 6. Decision of the Management Board is adopted if the number of votes representing at least 65% of the capital contributed by the members attending the meeting approved (including voting and voting by proxy), the specific rate due to Charter the Bank regulations. The amendments, additional Charter Bank, banking reorganization, transfer or acquisition of the shares in the Bank must be representative of the vote at least 75% of the capital contributed by the members approval. The case of the votes represented the capital contributed by the other members, the final decision belongs to the comments of the Chairman of the meeting.
Article 73. Opinions of members of the Board in writing to the authority and form opinions of members of the Board in writing to comply with the provisions of article 51 of this Decree. The decision of the Board was passed in the form of written opinions when the number of members representing at least 75% of the members approve, the specific rate due to Charter the Bank regulations.
Article 74. Duties and powers of the Control Board, head and members of the Supervisory Board 1. The duties and powers of the Supervisory Board: a) monitor compliance with the provisions of the law and the Charter of Bank management, bank executives; responsible before the law, before the members had in implementing the tasks, assigned powers;
b) duties and powers prescribed in clause 2, 3 Article 52 of this Decree;

c) appraise the annual financial report and the Bank's six months, including the financial statements have been audited by independent audit organization performs. The report, which members of the outcome evaluation of financial statements annually, reviews the reasonableness, legitimate, honest and level of caution in the accounting, statistical and financial reports. Control Board may be consulted by the Board before the report and recommendations of the members had either;
d) ledger reviewed, other documents and the Task Manager, the Bank's operations when deemed necessary or by decision of the members. Control Board to implement the check in time limit of 7 working days as from the date of the Member's capital contribution requirement. Within 15 days from the end of the test, the Control Board must report, explanation of the issues was required to test the Board and members. The examination of the Board specified in this clause are not hindered, causing disruption in the normal functioning of the management and business operations of the Bank.
DD) promptly inform the Board when detected violations of the Bank Manager as specified in this Decree, Bank Charter and the provisions of relevant laws, and requires violators to terminate the violation and have remedial solutions , if available. Make a list of the persons concerned of the members of the Management Board, the Supervisory Board members, the Director General, Member, which is kept and updated this list;
e) propose an extraordinary meeting of the Board under the provisions of this Decree and the Charter of the Bank. Timely reporting of capital contribution in the case of members of the Board have decided to violate seriously the provisions in this decree or decision exceeds the assigned authority and other cases under the provisions of the Charter of the Bank;
g) other powers and duties as stipulated in the Charter of the Bank.
2. duties and powers of the Prefect to control a) head of mission control, the powers under the provisions of clause 1, 2, 3, 5, 6, 7, 8, 9 Article 53 of this Decree.
b) on behalf of the Board of supervisors proposed extraordinary meeting of the Board as specified in this Decree.
3. duties and powers of the Control Board Member a) perform the duties and powers of the Supervisory Board members in accordance with the provisions of the law, the Charter of the Bank and the internal regulations of the Board of control to an honest, vigilant for the benefit of the Bank and the members.
b) participated in the mission and powers of the Control Board under the provisions of paragraph 1 to article 74 of this Decree;
c) duties and powers prescribed in paragraphs 3, 4, 5, 6, 7, 8, 10 to article 54 of this Decree;
d) required to record his comments in the minutes of the meeting of the Board if its opinion differs from the decision of the Board and to report to the members.
Article 75. Duties and powers of the Director General implement tasks and powers under the provisions of article 55 of this Decree.
Section 7 COMMERCIAL BANKS 100% FOREIGN CAPITAL Article 76. The governing body of 100% foreign-owned bank to be held in the form of a limited liability company members perform as specified in section 4 of chapter III of this Decree, Article 77. The governing body of 100% foreign-owned bank to be held in the form of limited liability company two members follow the rules in section 6 of chapter III of this Decree.
Chapter IV RULES on OPERATION of COMMERCIAL BANKS ACTIVITY and CONTENT section 1 CHARTER CAPITAL Article 78. These businesses are allowed to operate the Bank made in the activities under the provisions of Chapter III of the law on credit institutions, the law on amending and supplementing a number of articles of the law on credit institutions, the current rules are related by the Government and the State Bank.
Article 79. These procedures, policies needed in the process works to ensure safety in the process of banking activities, banks need to build and deploy processes, the following policy: a) the process of managing investment, acquisition and control large investments;
b) credit process management system to maintain proper credit;
c) maintenance support information system for process control the large loans;
d) set and adhere to the policies established and debt classification of risk prevention;
DD) policy reviews the quality of assets and compliance with minimum capital safety ratio;
e) policy and the full process to identify, monitor and manage risk and country risk in lending operations and international investment (for the active bank loans and foreign investment);
g) system for the measurement, monitoring and controlling risk comprehensive;
h) liquidity management policy, which clearly presents the procedures and the limited liquidity management;
I) control system, internal control consistent with the nature and scale of the operations of the Bank;
k) appropriate policies and procedures, including the principle of "getting to know the customer" to ensure the standards of ethics and professional in the financial sector, prevented the Bank from being used for criminal purposes though accidentally or deliberately;
l) other policy processes, in accordance with the law, the Charter of the Bank and international practices.
Article 80. Change the Charter capital 1. The Bank must be approved by the State Bank in writing before the change of capital levels under current law.
2. After you have changed the level of capital, the Bank must be registered with the business registration agency about new capital levels.
3. The Board must be responsible before the law on the evaluation of records, procedures, conditions for bank capital changes according to the regulations of the State Bank, decided the current law and the Charter of the Bank.
Section 2 financial, reporting, SECURITY, INFORMATION and INDEPENDENT AUDIT Article 81. Financial mode 1. Executive banking financial regime under the provisions of the Government and direction of the Ministry of finance.
2. The Management Board, supervisory board, General Director of the Bank is responsible before the law, before the State Management Agency regarding the observance of the financial mode, auditing, and accounting of the Bank.
Article 82. The report 1. The Bank is created, presented and submit the financial statements and statistical reports up the State management bodies in accordance with the law. The Board of Directors of the Bank are responsible for the accuracy, the truthfulness of the report.
2. the Bank's financial statements include the balance sheet, reported results of operations, cash flow reports and a presentation of financial reports. Annual financial report must reflect an honest and objective situation and interest rates of the Bank's losses in the financial year and the situation of the professional activity of the Bank until the time of reporting.
3. for the Bank to companies consolidated financial reporting in accordance with the law.
4. The Bank must prepare and submit periodic reports as prescribed by the State Bank. In addition, the Bank must immediately report to the State Bank in the following cases: a) unusual happenings in professional activities can affect to the Bank's business situation;
b) big changes about the organizational structure of the Bank.
5. The annual reports prescribed by law within a maximum of 90 days from the end of the financial year, the Bank must send the State Bank.
Article 83. Publicly available financial statements within 120 days from the date of the end of the financial year, the Bank must disclose financial statements in accordance with the law. State Bank specifies the financial reporting of the Bank.
Article 84. Information 1. The Bank must periodically information about the transaction and the balance on the account at the Bank for the account owner if requested by the account holder.
2. The Bank was exchanging information with other credit organizations on the activities of the Bank and the customer.
3. The Bank is responsible for the report, provide the information to the State about the banking organization and business activities at the request of the State Bank and the State Bank to provide information related to operation of bank customers who have a relationship with the Bank.
Article 85. Information security 1. Employees of the Bank and those concerned not to reveal national secrets and business secrets of the Bank that I know.
2. The Bank is entitled to refuse the request of the organization or individual about providing information pertaining to deposits, assets and operations of the Bank, unless otherwise required by competent State agencies as prescribed by law or the consent of the customer.
Article 86. Independent audit 1. At the latest 30 days before the end of the financial year, the Bank must choose an independent audit organization qualified under the provisions of the State Bank to audit its financial reports as prescribed. The independent audit organization selected to be made under the provisions of the law of tenders.
2. in the audit process, the Bank is responsible for: a) provided timely, fully and faithfully all the information and documents required for the audit;
b) collaboration, create favorable conditions for auditors perform audits.
3. The Management Board, supervisory board, General Director and other executives to meetings, thorough assessment of audit reports and the recommendations of the independent audit, take out the plan and schedule implementation of the recommendations of the independent auditing and monitoring the implementation of that plan.
4. independent auditors are allowed to attend the sessions of the General Assembly of shareholders, collects notifications and other information related to any of the session for which the shareholders are entitled to receive and are statements of opinion at the general shareholders meeting on issues relevant to the audit.

5. The specific audit of the activities of the Bank are made according to the provisions of the law on credit institutions, the law on amending and supplementing a number of articles of the law on credit institutions, the law on auditing and the text direction of the State Bank.
Section 3 RESPONSIBILITIES of the BANK and the STATE BANK'S BANKING ACTIVITIES in Article 87. The Bank's liability 1. Responsible before the law for the whole of its business activities.
2. In compliance with the provisions of the law in the Organization, management and operation of the Bank.
3. Publicize the transactions at the place where information about the loan and deposit interest rates, prices, rates, time of transaction and other information if the Bank finds it necessary.
4. Retention of data systems, finance and accounting books in accordance with the full policy and accounting practices are intended to help the Bank monitoring authority reviews honest and reasonable about the financial situation, the Bank's business activities.
Article 88. The responsibility of the State Bank of 1. Issued legal texts instructions on the Organization, management and operation of banking regulations in this Decree.
2. Management, reviews compliance with the current laws of the Bank and take measures to rectify the processor, the Bank does not make good the regulations.
Chapter V SPECIAL CONTROL, bankruptcy, DISSOLVED LIQUIDATING section 1 SPECIAL CONTROL Article 89. Report difficulty about pay when there is a risk of losing the ability to pay for its customers, the Bank must immediately report to the Bank on the financial situation, causes and remedies applied, the expected measures applied to rectify.
Article 90. Apply special control 1. The Bank can be placed into a special control status in the following cases: a) the risk of loss of ability to pay;
b) inability to recall Debt risk losing the ability to pay;
c) Of the Bank's estimated losses greater than 50% of the total capital of food and funds.
2. State Bank of India is responsible for checking, timely detection of cases of risk of loss of power, loss of liquidity and specifies those cases are put into special control status.
Article 91. Special control decisions 1. The Bank's report bases stipulated in article 88 of this Decree and renovation of the Bank or through inspection, Inspector, supervisor of the State Bank, the State Bank Governor decides to put the Bank into State control.
2. The decision to put the Bank into State control is particularly included the following: a) the name of the Bank was the special control;
b special control reasons);
c), last name, and the specific missions of the Special Committee;
d) special control period.
3. The decision of special control was the State Bank informed the competent State bodies and authorities concerned to coordinate. This decision was not made public before the public.
Article 92. Special Control Board 1. The Special Committee was established by the decision of the Governor of the State Bank, the head of so the State Bank Governor. The duties, powers and responsibilities of the Board of supervisors in particular is made according to the provisions of article 94 of the law of credit institutions.
2. Special Control Manager is responsible for assigning tasks to the members of the Board under the scope of the tasks, powers has rules; responsible handling of issues related to the special control of the Bank; responsible to the Governor of the State Bank of conducting special control Committee and decisions related to the special control of the Bank.
3. the Special Committee must have a minimum of 3 members, special control Committee members must have the following standard: a) Are officers of the Bank;
b) Bachelor or post-graduate degree in economics, law or area of expertise which will undertake;
c) have a minimum of 3 years working in the banking industry;
d) not the person concerned of the members of the Management Board, the Supervisory Board members, the Director General of the Bank are the special control.
4. The Special Committee members work as assigned by the head of Department and responsible to the Chief of the enforcement duties. The replacement Control Board members especially as the Governor of the State Bank.
5. where necessary, the Governor of the State Bank to specify a different Bank taking control of the Bank and appoint special officers of banks that participate in the Special Committee.
Article 93. The responsibilities of the Management Board, supervisory board, General Director of the Bank is a special control 1. Build organizational consolidation projects and the activities the Special Committee through the Organization and implementation of that approach.
2. Continue to administer, control, operations and secure the assets of the Bank in accordance with the provisions of the law except in the case of suspended privileges, Executive, control of the Bank.
3. Responsible for the matters related to the Organization and operation of banks before, during and after the period of special control.
4. Executive seriously the requirements of special control Committee.
5. The report on the situation and the results of special control measures at the request of the Special Committee.
6. implementation modes reduced to the lowest level the fiscal spending to ease the financial losses.
7. location, means of layout work due to special control Committee.
Article 94. End of special control 1. Special controls were ended in the following cases: a) special control expires without being renewed or the Bank does not have the ability to resolve the causes of special control status and State Bank decided to revoke the activity licence;
b) banks have overcome the causes should the status of special control and return to normal operation;
c) before the end of the term of special control, the Bank was reorganized under the provisions of the law;
d) Bank was bankrupt and incapable of restoration works, being the competent State agencies declare bankruptcy under the provisions of the law on bankruptcy.
2. The Governor of the State Bank issued the decision to end the special control. This decision is notified to the relevant authorities.
Section 2 bankruptcy, DISSOLUTION, liquidation Article 95. Bankrupt Bank bankruptcy banks is made according to the provisions of the law on bankruptcy.
Article 96. The case of dissolution of the Bank 1. Please dissolve voluntarily if there is the ability to pay off debt and State Bank was approved; in this case, a minimum of 180 days before the expected termination of the activity, the Bank must have the application send State Bank.
2. Expiry of the activity but not renewals or renewals but not approved by the State Bank.
3. Revoked the license to establish and operate, in the following cases: a) in the event of a in cases stipulated in points a, b, d, e clause 1 Article 29 of the law on credit institutions;
b) When there is not enough of the conditions specified in paragraph 1 Article 28 of the law on credit institutions;
c) ceased operation in continuous time of 12 months.
Article 97. Liquidate the Bank 1. In case the Bank was declared bankrupt, the liquidation of the Bank are made according to the provisions of the law on bankruptcy.
2. When dissolved according to the provisions of article 95 of this Decree, the Bank should conduct liquidation under the supervision of the State Bank.
3. all costs related to the liquidation by the Bank was liquidated.
Chapter VI ENFORCEMENT PROVISIONS Article 98. Time to apply 1. The Bank was established before the decree to this effect to apply the provisions of this Decree, according to the roadmap: a) with regard to the provisions of article 16 of this Decree: the Bank must adjust to fit within a maximum of 24 months from the date of this Decree takes effect.
b) with respect to the provisions of article 21 of this Decree: (i) for the members of the Management Board, supervisory board: the Bank must perform for the next appointment, elected since the decree in force (including the elected, appointed, or new additions, instead).
(ii) in respect Of the Director, Deputy Director, Chief Accountant, Director of the Exchange, Branch Manager, Director of companies: banks must perform for the new appointment times since the decree in force; other cases have to make adjustments to the maximum after 24 months from the date of the Decree takes effect.
c) with regard to the provisions of article 34 of this Decree: the Bank must adjust the percentage ownership of shares of shareholders accordingly within a maximum of 24 months from the date of this Decree takes effect. Form by the bank regulators to decide.
d) with respect to the other provisions of this Decree: the Bank must be made as soon as the decree to this effect.
2. The Bank is established from the date of this Decree in force must comply with the provisions of this Decree and the regulations other related laws.
Article 99. Effect 1. The Decree has effect from the date of September 15, 2009.
2. This Decree replaces Decree No. 49/2000/ND-CP dated 12 September 2000 by the Government on the organisation and operation of the commercial banks.
Article 100. Enforcement instructions 1. The Governor of the State Bank is responsible for guiding the implementation of this Decree.
2. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities is responsible for the implementation of this Decree.

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