Laws of Vietnam

Issued together with this Decision is the Regulation on organization and operation of the Managing Boards, Control Boards and general directors of the State-run and people-founded joint-stock commercial banks. Subjects and scope of governance of this Regulation cover the organization and operation of the Managing Boards, Control Boards and general directors of the State-run and people-founded joint-stock commercial banks licensed to operate in Vietnam under the Law on Credit Institutions and other relevant law provisions.

The Managing Board is the body managing the joint-stock commercial bank, which has the full power to decide on issues relating to the bank’s targets and interests, except for matters falling under the competence of the Shareholders’ Congress.

The Control Board is the body inspecting financial activities of the joint-stock commercial bank; supervising the observance of accounting regimes and the operation of the internal inspection and auditing system of the joint-stock commercial bank.

The General Director (or Director, for joint-stock commercial banks without the title of General Director) shall be answerable to the Managing Board and before law for the administration of day-to-day operation of the joint-stock commercial bank.

The following persons must not be members of the Managing Boards or the Control Boards, or the general directors or deputy general directors of joint-stock commercial banks:

- Those who are being examined for penal liability;

- Those who have been convicted for serious crimes of infringing upon the national security, serious crimes of infringing upon ownership or serious economic crimes;

- Those who have been convicted for other crimes and such criminal records have not yet been remitted;

- Those who used to be members of the Managing Board or General Director (Director) of a bankrupt company, except for the cases prescribed in Clause 2, Article 50 of the Law on Enterprise Bankruptcy;

- Those who used to be the representative at law of a company which had been suspended from operation due to serious violation of law;

- Those who are subjects prescribed in Articles 9 and 90 of the Enterprises Law, Article 17 of the Ordinance on Officials and Public Servants, and Article 13 of the Anti-Corruption Ordinance;

- Those who are borrowing capital, or guaranteeing or re-guaranteeing an amount of credit of such joint-stock commercial bank;

- Those whose parents, spouse or child(ren) are borrowing capital or guaranteeing or re-guaranteeing an amount of credit of such joint-stock commercial bank;

- Those who are shareholders holding more than 10% of the charter capital or whose parents, spouse or child(ren) are shareholders holding more than 10% of the charter capital of the enterprise provided with credits without collateral or with preferential conditions by such joint-stock commercial bank;

- Those who fail to satisfy the State Bank’s requirements on professional ethics, managerial capability or professional qualifications;

- Those who do not observe other provisions of the Regulation on Joint-Stock Commercial Banks.

Within 6 months as from the date this Regulation takes effect, the joint-stock commercial banks, which have been granted the establishment and operation licenses by the State Bank Governor, shall have to adjust themselves according to the provisions of this Regulation.

This Decision takes effect 15 days after its signing and replaces the regulations on the organization and operation of the Managing Boards, Control Boards and General Directors of joint-stock commercial banks in the "Regulation on the organization and operation of Managing Boards, controllers and executives of joint-stock commercial banks and joint-stock financial companies", issued together with the State Bank Governor’s Decision No. 166/QD-NH5 of August 10, 1994.- (Summary)