Công văn 324/NHNN-TTGSNH

Currently, the State Bank is finalizing the draft of the Circular guiding the procedures, application for the approval for provisional lists of elected or appointed members of the Board of Directors or the Board of Members, the Board of Controllers and Director General (Director) (hereinafter referred to as “management personnel” of credit institutions and foreign banks’ branches as prescribed in Article 51 of the Law on Credit Institutions 2010. While the Circular is yet to be promulgated, for the purpose of unanimous implementation, the Governor of the State Bank provides guidance on approval for provisional lists of management personnel of credit institutions, foreign bank’s branches (except for the management personnel of state-owned commercial banks, management personnel representing the owner of state capital at a Joint Stock Commercial Bank over 50% of charter capital of which is held by the State and management personnel of cooperative banks/Central People's Credit Fund) as follows:

I. Application for the approval for provisional lists of management personnel of credit institutions, foreign bank’s branches

1. The application includes:

1.1. A document of Chairperson of the Board of Directors, Chairperson of the Board of Members of the credit institution; the competent representative of the foreign bank that has a branch licensed to operate in Vietnam requesting the State Bank to approve the provisional list of its management personnel, which contains at least the following contents:

a) Reasons for election or appointment

b) Provisional lists of management personnel shall include: full names, titles before and after election or appointment as members of the Board of Directors, members of the Board of Members, members of the Board of Controllers or Director General (Director) of the credit institution, foreign bank’s branch.

c) The composition of the Board of Directors, the Board of Members, the Board of Controllers after the election or appointment. the number of members, independent members and non-executive members of the Board of Directors, the number of members of the Board of Controllers, the number of full-time members of the Board of Controllers;

d) A declaration that the management personnel to be elected or appointed satisfy the conditions and criteria prescribed in the Law on credit institutions, relevant law provisions and Charter of the credit institution.

1.2. The document on ratifying the provisional lists of management personnel of the credit institution (clearly stating the term of the Board of Directors, the Board of Members or Board of Controllers), to be specific:

a) The credit institution that is a joint stock company, cooperative bank/Central People’s Credit Fund, people’s credit fund/internal people’s credit fund shall submit a Resolution of the Board of Directors;

b) The credit institution that is a single-member limited liability company shall submit a document issued by its owner.

c) The credit institution that is a limited liability company shall submit:

- A document issued by the capital contributors (in case of the appointment of members of the Board of Members, members of the Board of Controllers);

- The Resolution of the Board of Members (in case of appointment of Director General (Director).

1.3. Résumé (see the attached sample Annex No. 01);

1.4. The judicial record of the expected management personnel (except for that people’s credit fund/internal people’s credit fund); documents of the local government of the commune in which the credit institution’s head office is located on the expected management personnel (for People’s Credit Fund / internal people’s credit fund)

In case the expected management personnel does not hold Vietnamese nationality, his/her judicial record (or an equivalent document) must be issued by a competent authority of the country in which the foreigner resides before entering Vietnam. In case the foreigner has been residing in Vietnam for at least six (06) months, his/her judicial record must be issued by Vietnam’s Justice Department of the province in which the foreigner is residing.

1.5. The certificates proving qualifications of the expected management personnel satisfy the conditions according to regulations;

1.6. A report on related interests of the expected management personnel prescribed in Article 39 of Law on Credit institutions.

1.7. A list of the persons relating to the expected management personnel (see the attached sample Annex No. 02);

1.8. For the application prescribed in Point 1.1, in case the Chairperson of the Board of Directors or the Chairperson of the Board of Members of the credit institution or the competent representative of the foreign bank that has a branch licensed to operate in Vietnam authorizes another person to sign it, the application must include a written authorization that is made in accordance with the regulations of law.

2. The documents in the application must be made in Vietnamese. The documents prepared aboard must be consularly legalized and translated into Vietnamese. Duplicate copies in Vietnamese and Vietnamese translation from foreign language must be certified by a competent authority according to regulations of law.

II. Procedures for self-nomination, nomination of management personnel and requesting the State Bank to approve provisional lists of management personnel of credit institutions and foreign bank’s branches:

1. For the credit institution being a joint stock company:

1.1. For the credit institution other than a Joint Stock Commercial Bank over 50% of charter capital of which is held by the State:

a) The Board of Directors shall collect written opinions of shareholders entitled to attend the Shareholders' General Meeting about the number of members expected to be elected or appointed to the Board of Directors, the Board of Controllers, the number of independent members of the Board of Directors, the number of full-time members of the Board of Controllers (if any); at the same time inform the criteria and conditions that must be satisfied by the candidates, which are the basis for self-nomination or nomination by the shareholders, according to regulations of law and Charter of the credit institution. The time limit for collecting shareholders' opinions about the self-nomination or nomination of management personnel must be specified in the enquiry forms and must be at least thirty (30) days from day on which they are sent to the shareholders.

b) Based on the list of shareholders’ self-nomination or nomination for the titles prescribed in the abovementioned sub-point a, point 1.1, the Board of Directors shall verify the conditions and criteria; prepare and approve the provisional list of management personnel. In case the number of self-nominated or nominated candidates for members of the Board of Directors and members of the Board of Controllers is in sufficient, or the candidates fail to satisfy all the conditions and criteria as prescribed, the Board of Directors and the Board of Controllers may nominate qualified persons to the Board of Directors and the Board of Controllers.

The Board of Directors shall be responsible for providing explanation for unqualified candidates and their nominators.

c) At least thirty (30) days before the expected date of the Shareholders' General Meeting electing the members of the Board of Directors and the Board of Controllers or at least thirty (30) days before the date on which the Board of Directors plans to appoint the Director General (Director), the credit institution shall compile 02 sets of application as prescribed in Section I of this Official Dispatch and submit them to the State Bank (the branch of the State Bank of the province in which the credit institution’s head office is located - hereinafter referred to as the “State Bank’s Branch”).

d) Within five (5) working days from the date of receiving a complete application of the credit institution, the State Bank’s Branch shall be responsible for verifying the management personnel’s fulfilment of the conditions and criteria; prepare a document about the assessment of management personnel’s fulfilment of the conditions and criteria and credit institution’s application, clearly stating their assenting and dissenting opinions about the credit institution's proposals and submit it to the Governor of the State Bank (through the Banking Supervisory Agency).

In case the credit institution’s application is not as satisfactory as prescribed in this Official Dispatch, the State Bank’s Branch shall prepare a document requesting the credit institution to complete it.

1.2. For the management personnel not being the representative of the owner of the State capital at a Joint Stock Commercial Bank over 50% of charter capital of which is held by the State;

a) The procedures for nomination, self-nomination, compilation and ratification of the provisional list of management personnel who are members of the Board of Directors and the Board of Controllers shall be adopted as prescribed in sub-section a, b point 1.1 clause 1 section II of this Official Dispatch.

c) At least thirty (30) days before the expected date of the Shareholders' General Meeting electing the members of the Board of Directors and the Board of Controllers or at least thirty (30) days before the date on which the Board of Directors plans to appoint the Director General (Director), the bank shall compile 01 set of application as prescribed in Section I of this Official Dispatch and submit it to the State Bank (Banking Supervisory Agency).

2. For the credit institution being a limited liability company, foreign bank’s branch:

c) At least thirty (30) days before the expected date of appointment of members of the Board of Directors and the Board of Controllers, Director General (Director), the credit institution and foreign bank’s branch shall compile 01 set of application as prescribed in Section I of this Official Dispatch and submit it to the State Bank (Banking Supervisory Agency).

3. For the credit institution being a cooperative bank/Central People’s Credit Fund, people’s credit fund/internal people’s credit fund:

3.1. For the management personnel not being the representative of the owner of the State capital at a cooperative bank/Central People’s Credit Fund,

a) The procedures for nomination, self-nomination, compilation and ratification of the provisional list of management personnel who are members of the Board of Controllers shall be adopted as prescribed in sub-section a, b point 1.1 clause 1 section II of this Official Dispatch.

c) At least thirty (30) days before the expected date of the Members' General Meeting or at least thirty (30) days before the date on which the Board of Directors plans to appoint the Director General (Director), the cooperative bank/Central People’s Credit Fund shall compile 01 set of application as prescribed in Section I of this Official Dispatch and submit it to the State Bank (Banking Supervisory Agency).

3.2. For people’s credit fund/internal people’s credit fund:

a) The procedures for nomination, self-nomination, compilation and ratification of the provisional list of management personnel who are members of the Board of Controllers shall be adopted as prescribed in sub-section a, b point 1.1 clause 1 section II of this Official Dispatch.

b) At least thirty (30) days before the expected date of the Members' General Meeting or at least thirty (30) days before the date when the Board of Directors plans to appoint the Director General (Director), People’s Credit Fund/internal people’s credit fund shall compile 01 set of application as prescribed in Section I of this Official Dispatch and submit it to the State Bank (through State Bank’s Branch).

III. Reporting

Within ten (10) working days, from the date of election, appointment of the Chairperson and members of the Board of Directors, the Chairperson and members of the Board of Members, the head and members of the Board of Controllers, Director General (Director), credit institution and foreign bank’s branch shall prepare a document notifying the State Bank of the list of elected and appointed persons (see the attached sample Annex No. 03), to be specific:

1. The credit institution being a joint stock company and people’s credit fund/internal people’s credit fund shall submit the notification to the State Bank’s Branch.

The State Bank’s Branch shall be responsible for reviewing the contents of the document; requesting them to explain, clarify or supplement, complete the document if necessary); inform the Governor of the State Bank of the credit institution being a Joint Stock Company.

2. The credit institution being a limited liability company, foreign bank’s branch, cooperative bank/Central People’s Credit Fund: submit the notification to the State Bank (Banking Supervisory Agency).

IV. Effect

This Official Dispatch is applicable from the day on which it is signed and expires after the Circular guiding the procedures, application for the approval for provisional lists of management personnel of credit institutions, foreign bank’s branches comes into force.