Decree No. 95/2025/ND-CP dated April 29, 2025 on organization and operation Vietnam development bank
|
GOVERNMENT
OF VIETNAM |
THE
SOCIALIST REPUBLIC OF VIETNAM |
|
No. 95/2025/ND-CP |
Hanoi, April 29, 2025 |
DECREE
ON ORGANIZATION AND OPERATION VIETNAM DEVELOPMENT BANK
Pursuant to the Law on Government Organization dated February 18, 2025;
Pursuant to the Law on Credit Institutions dated January 18, 2024;
At the request of the Minister of Finance;
The Government promulgates the Decree on organization and operation Vietnam Development Bank.
Chapter I
GENERAL REGULATIONS
Article 1. Scope and regulated entities
1. Scope
This Decree regulates the organization and operation Vietnam Development Bank (hereinafter referred to as “VDB”).
2. Regulated entities
a) VDB;
b) State regulatory authorities;
c) Other relevant organizations and individuals.
Article 2. Definitions
For the purposes of this Decree, the terms below shall be construed as follows:
1. Executives of VDB include the Director General, Deputy Director General, Chief Accountant, branch director and holders of other equivalent titles prescribed in the internal regulations of VDB.
2. Units under VDB include boards, centers, offices, departments at the headquarters of VDB.
3. Units affiliated to VDB include exchanges, branches in some provinces, central-affiliated cities and regions; other affiliated units.
Article 3. Name and offices of VDB
1. Name:
a) Vietnamese name: Ngân hàng Phát triển Việt Nam;
b) International name: Vietnam Development Bank;
c) Abbreviated name: VDB.
2. Offices: VDB has the headquarters located in Ha Noi; exchanges, branches in some provinces, central-affiliated cities and regions; other affiliated units.
Website: www.vdb.gov.vn
Article 4. Legal status, juridical personality, legal representative
1. VDB is a policy bank established by the Prime Minister and operating in accordance with the Law on Credit Institutions, this Decree and relevant laws.
2. VDB has juridical personality, charter capital and its own seal in accordance with the law.
3. The Director General is the legal representative of VDB.
Article 5. Operational principles, objectives and assurance
1. Operational principles and objectives
VDB is a non-profit bank implementing the socio-economical policies of the State as prescribed by law.
2. Operational assurance
a) Solvency of VDB is guaranteed by the State; differences in interest rates and management fees are subsidized; taxes and other accounts payable to the state budget are exempt under regulations of law;
b) VDB is not required to satisfy reserve requirements and participate in deposit insurance.
Article 6. State ownership and representative of state ownership of VDB
1. The State has the ownership of VDB. The Government shall manage execution of responsibilities and powers by the State over VDB in a unified manner.
2. The Prime Minister shall directly execute rights and responsibilities of the State ownership in accordance with this Decree.
3. The Ministry of Finance shall execute a number of rights and responsibilities in accordance with this Decree.
4. The Board of Directors is the direct representative of state ownership at VDB. It executes responsibilities and powers of the State in accordance with this Decree.
Article 7. Charter capital of VDB
1. The charter capital of VDB is provided by state budget and additionally provided by the state budget and other legal finance sources as prescribed by law.
2. The addition of charter capital of VDB shall comply with financial management mechanism of VDB.
Article 8. Responsibilities of VDB
1. Manage and utilize the capital and assets entrusted by the State to VDB; ensure the safety and preservation of capital and assets in accordance with this Decree and relevant laws.
2. Fully and promptly repay the principal and interest for the capital raised by VDB according to the commitments.
3. Comply with regulations on review, inspection, audit of competent State regulatory authorities in accordance with the law.
4. Organize operation in accordance with operational strategy, annual plans, and medium and long-term plans approved by the competent authority.
5. Implement transparent and public reporting on activities and finances; comply with the statistical reporting regime with competent authorities as prescribed by law.
6. Implement measures to ensure the safety of capital and assets as prescribed by law.
7. Implement other responsibilities as prescribed in this Decree and relevant laws.
Article 9. Powers of VDB
1. Open a payment account and deposit money at the State Bank of Vietnam, State Treasury, domestic and foreign commercial banks as prescribed by law; open accounts for domestic and foreign clients as prescribed by law.
2. Borrow refinancing loans from the State Bank of Vietnam as prescribed by law.
3. Contribute capital to establish enterprises according to approved guidelines of the Prime Minister.
4. Request clients to provide documents related to the loans, use of loans; ensure the clients fulfilling the obligations so that VDB shall appraise the projects, financial plans, business plans, repayment plans, and clients' capacity.
5. Lease out, mortgage, pledge assets under the rights to use and ownership of VDB as prescribed by law.
6. Request tax authorities, customs authorities, credit institutions and other authorities and units licensed to manage and collect information to provide information related to clients having relationships with VDB in banking activities as prescribed by law.
7. Inspect, supervise the use of loans and debt repayment of clients; terminate commitments with clients, collect debts prior to the due date, request clients pay damages (if any) in cases where clients provide false information, violate contracts and the law.
8. Initiate lawsuits against clients or securing parties violating the contract as prescribed by law.
9. Dispose of collateral to recover debts as prescribed by law if they are not repaid on schedule by clients and both parties have not agreed otherwise.
10. Settle losses during operation as prescribed by law.
11. Other powers as prescribed by law.
Article 10. Reorganization and dissolution of VDB
1. VDB shall be reorganized in the form of full division, partial division, merger, acquisition or change of legal forms.
2. VDB shall be dissolved when its operation duration prescribed in decision of the Prime Minister on establishment of VBD expires and the extension thereof is not approved by Prime Minister.
3. The application and procedures for reorganization and dissolution of VDB shall comply with regulations on credit institutions as prescribed in the Law on Credit Institutions.
Article 11. Operation of political and socio-political organizations in VDB
1. The Organization of Communist Party of Vietnam in VDB shall operate in accordance with the Constitution, the law of the Socialist Republic of Vietnam and regulations of the Communist Party of Vietnam.
2. The trade union and other socio-political organizations in VDB shall operate in accordance with the Constitution, the law of the Socialist Republic of Vietnam and Charter of those organizations in conformity with the law.
3. VDB shall create favorable conditions for Party organization, political-social organizations to operate within VDB; respect and facilitate the participation of employees in these organizations.
Chapter II
ORGANIZATIONAL STRUCTURE OF VDB
Article 12. Organizational structure
VDB comprises of:
1. Board of Directors.
2. Board of Controllers.
3. General Director.
Section 1. BOARD OF DIRECTORS
Article 13. Board of Directors
1. The structure of Board of Directors
a) The President and members of Board of Directors. The Board of Directors includes 05 full-time members. The General Director of VDB is a member of the Board of Directors;
b) The President of the Board of Directors, the General Director of VDB shall be designated and dismissed by the Prime Minister. Other members of the Board of Directors shall be designated and dismissed by the Minister of Finance;
c) Standards, requirements for designation and dismissal of members of the Board of Directors shall comply with regulations on credit institutions in Articles 41, 42, 43, 45, 46 and 47 of the Law on Credit Institutions and amended/replaced documents (if any).
2. The term of office of Board of Directors
a) The term of office of a member of the Board of Directors shall not exceed 05 years. He/she may be re- designated;
b) Members of the Board of Directors may be dismissed/discharged from duty, or designated, or replaced;
3. The Board of Directors is accountable to the Government, Prime Minister and other competent regulatory authorities for implementation of responsibilities and powers as prescribed in this Decree and relevant laws.
4. The Board of Directors shall use the seal of VDB to execute their responsibilities.
Article 14. Responsibilities and powers of the Board of Directors
1. Report to the Ministry of Finance for report to the Prime Minister for consideration and decision on contents prescribed in Article 34 of this Decree.
2. Report contents prescribed in clause 2 Article 35 of this Decree to the Ministry of Finance.
3. Issue the following internal regulations regarding organization, administration and operation of VDB:
a) Regulation on organization and operation of the Board of Directors, units under and affiliated to VDB;
b) Regulations on professional operation, and other regulations/internal regulations within jurisdiction of the Board of Directors.
4. Issue the plan for implementation of operational strategy, medium- and long-term operational plan of VDB after obtaining approval from the Prime Minister.
5. Decide the annual operational plans, financial plans of VDB.
6. Decide, delegate, or authorize the following contents as prescribed by law:
a) Grant loans, provide credit guarantees, capital mobilization activities, and raise other activities as prescribed by law;
b) Resolve risks and losses in lending State policy credit funds, other loans, and credit guarantees under the jurisdiction of the Board of Directors as prescribed by law and risk management mechanisms of VDB;
c) Invest in capital construction; buy, sell, take lease, grant lease, renovate and repair assets of VDB as prescribed by law and financial management mechanisms for VDB;
d) Transfer funds for investment in capital construction and purchase of fixed assets; transfer assets between units within VDB system;
dd) Other contents under jurisdiction of the Board of Directors of VDB as prescribed by law.
7. Approve the following contents: operational reports, financial settlements, distribution of financial results establishment, and use of funds, and disclose the annual reports of VDB in accordance with the financial management mechanisms of VDB.
8. Choose an independent audit institution to audit annual financial statements of VDB at the request of the General Director.
9. Execute powers and responsibilities in salary and bonus management of VDB in accordance with regulations on policy banks of the Government.
10. Decide capital contribution for establishment of enterprises; increase or decrease of the capital contribution of VDB in enterprises according to the Prime Minister's approval.
11. Decide issues under jurisdiction of representative of state ownership regarding the capital contribution of VDB in enterprises in accordance with the law and internal regulations of VDB.
12. Decide the staffing of the headquarters and affiliated units within the headcount limit as specified in clause 2 Article 35 of this Decree.
13. Decide the quantity, quality, establishment, reorganization, dissolution of units under and affiliated to VDB.
14. Decide the planning, mobilization, transfer, appointment, re-appointment, dismissal, approval for resignation, commendation, discipline, retirement and other official responsibilities of Deputy General Director, Chief Accountant, positions within the assistance department of the Board of Directors, heads of units under and affiliated to VDB, representatives managing the capital contribution in enterprises of VDB at the request of the General Director; internal audit department and assistance department of the Board of Controllers at the request of the Board of Controllers.
15. Annually assess the performance of members of Board of Directors and report to the Ministry of Finance for assessment as prescribed in clause 2 Article 35 of this Decree.
16. Annually assess the performance of Deputy Director, Chief Accountant and other positions under management of the Board of Directors.
17. Assign members of the Board of Directors (except the President of the Board of Directors and General Director), Deputy General Director, Chief Accountant, heads of units under and affiliated VDB to carry out domestic business trips; overseas business trips or personal matters.
18. Comprehensively supervise the operation of VDB; supervise the implementation of resolutions, decisions, and other documents of the Board of Directors. Suspend, cancel, or annul documents, regulations of VDB (except for documents issued by the Board of Controllers) that are contrary to resolutions, decisions, and other current documents of the Board of Directors.
19. Supervise and direct the General Director to execute assigned responsibilities.
20. Execute other responsibilities and powers of the direct representative of state ownership of VDB as prescribed by law.
Article 15. Responsibilities and powers of the President of the Board of Directors
1. Issue operational agenda and plans of the Board of Directors.
2. Assign responsibilities to the members of the Board of Directors. Direct and supervise the members of the Board of Directors in executing assigned responsibilities and responsibilities assigned to them.
3. Convene and chair meetings of the Board of Directors as prescribed in this Decree.
4. Sign resolutions, decisions of the Board of Directors on behalf of the Board of Directors;; sign other documents to report to competent authorities and execute responsibilities within jurisdiction of the Board of Directors.
5. Authorize one member of the Board of Directors in writing to execute rights and responsibilities of the President of the Board of Directors according to assignment and authorization mechanisms as prescribed by the Board of Directors if the President of the Board of Directors is absent.
6. Be accountable to the law and the Board of Directors for his/her decisions.
7. Execute responsibilities and powers as prescribed in this Decree, relevant laws, and according to the delegation and authorization of the Board of Directors.
Article 16. Responsibilities and powers of members of the Board of Directors
1. Execute responsibilities and powers of members of the Board of Directors in accordance with organizational structure and operation of the Board of Directors and as authorized by the President of the Board of Directors.
2. Research, assess the operational performance, and contribute the development, strategies, and operational plans of VDB in each period.
3. Attend meetings of the Board of Directors, participate in discussions and vote on all issues in the meetings, except in cases where they cannot vote due to a conflict of interest. Take legal responsibility and be accountable to the Board of Directors for their decisions.
4. Request the President of the Board of Directors to convene unexpected meetings of the Board of Directors as prescribed in clause 2 Article 17 of this Decree.
5. Implement decisions, resolutions of the Board of Directors in accordance with this Decree and relevant laws.
6. Report to the Board of Directors on execution of assigned responsibilities when there is a request.
7. Execute other responsibilities and powers as prescribed in this Decree and relevant laws.
Article 17. Working regime, requirements and methods for meetings of the Board of Directors
1. The Board of Directors operates collectively, and makes decisions by majority vote. Meetings shall be convened once a month and chaired by the President of the Board of Directors (or the authorized person) to review and decide on matters within its jurisdiction.
2. An unexpected meeting of the Board of Directors shall be convened if there is a request from:
a) The President of the Board of Directors; or
b) The General Director or the Chief Controller; or
c) At least two members of the Board of Directors.
The request for an unexpected meeting of the Board of Directors shall be made in writing specifying purposes of the meeting, issues to be discussed and decided within jurisdiction of the Board of Directors. The competent person to convene the meeting of the Board of Directors has the right to reject the request if the issues to be discussed and decided are not within the jurisdiction of the Board of Directors. A notification shall be sent to the requester and members of Board of Directors.
3. The President of the Board of Directors or members of the Board of Directors authorized by the President of the Board of Directors shall convene the meeting within 05 working days from the receipt of the request prescribed in points b and c, clause 2 of this Article. If the President or authorized member does not accept to convene the meeting, he/she is responsible for damages incurred to VDB, except in cases where the meeting cannot be convened due to force majeure events. In cases of force majeure events, the requester prescribed in points b and c, clause 2 of this Article may convene the meeting of Board of Directors in place of the President of the Board of Directors.
4. The President of the Board of Directors and the person convening the meeting of the Board of Directors shall send meeting invitations at least 03 days before the meeting. The meeting invitation is made in writing specifying the agenda, time and place of the meeting, issues to be discussed and decided. Online meeting shall be applied if necessary.
5. The meeting of the Board of Directors shall be started when there is at least two-thirds of the members of the Board of Directors are present.
6. Resolutions and decisions of the Board of Directors shall take effects when there are more than 50% of the members of the Board of Directors vote in favor in the meeting or in writing. In case of a tie, the decision will be made according to the opinion of the person presiding over the meeting.
7. Regarding responsibilities related to state management, ministries, central authorities, local authorities, economical organizations, socio-political organizations, associations, unions, and non-governmental organizations may invite authorized representatives of those organizations or authorities to attend the meeting. Meetings with responsibilities related to rights and obligations of employees in VDB shall include the representative of the Trade Union of VDB.
8. The jurisdiction and methods for collecting opinions in writing of members of the Board of Directors:
a) The President of the Board of Directors shall decide the collection of opinions in writing of members of the Board of Directors;
b) Procedures for collecting opinions of members of the Board of Directors shall be decided by the Board of Directors in accordance with the law.
9. The minutes of the meeting of the Board of Directors:
a) All meetings of the Board of Directors shall be recorded in minutes, and recorded in audio (if necessary). The minute shall be made in Vietnamese according to the methods and in accordance with the law;
b) The minutes of the meeting of the Board of Directors and documents used in the meeting shall be stored in the headquarters of VDB.
Article 18. Assistance for the Board of Directors
The Board of Directors may establish and decide the functions, specific responsibilities of specialized departments to assist the Board of Directors.
Section 2. BOARD OF CONTROLLERS
Article 19. Board of Controllers
1. The Board of Controllers shall supervise and assess the compliance with the law, internal regulations, resolutions, decisions and other directions of the Government, Prime Minister, ministries, and central authorities implementing state management of VDB and of the Board of Directors of VDB.
2. The Board of Controllers has 03 full-time members which include 01 Chief Controller designated by the Ministry of Finance. Standards, requirements for designation and dismissal of members of the Board of Controllers shall comply with regulations on credit institutions in Articles 41, 42, 43, 45, 46 and 47 of the Law on Credit Institutions and amended/replaced documents (if any).
3. The term of office of a member of the Board of Controllers shall not exceed 05 years. He/she may be re-designated;
4. If the number of members of the Board of Controllers falls below the minimum number of members prescribed in clause 2 of this Article, within 90 days from the date on which the minimum number of members is insufficient, the Board of Controllers shall request the Ministry of Finance to add members to the Board of Controllers in order to reach the minimum number of members of the Board of Controllers as prescribed by law.
5. The Board of Controllers shall operate in accordance with regulations issued by the Ministry of Finance.
Article 20. Responsibilities and powers of the Board of Controllers
1. Supervise the administration and management of VDB in compliance with the law, internal regulations, resolutions of the Board of Controllers, decisions, and directions of competent authorities; be accountable to the law, Ministry of Finance and competent authorities for execution of responsibilities and powers as prescribed in this Decree and relevant laws.
2. Issue and amend internal regulations of the Board of Controllers.
3. Supervise the compliance with financial regulations and situation; accounting regulations; ensure compliance with limits and safety ratios in operation of VDB; monitor the internal control system; organize internal audits.
4. Appraise annual financial plans; appraise operational reports, semi-annual and annual financial statements; assess reasonability, lawfulness, truthfulness and prudence upon execution of tasks related to accounting and statistics and financial statements; inspect details related to operation of VDB when it is deemed necessary before reporting to the Ministry of Finance and relevant authorities.
5. Promptly report to the Board of Directors and report to the Ministry of Finance when discovering a member of the Board of Directors or executive of VDB violating regulations in this Decree and relevant laws; request the violators to immediately cease the violation and provide a solution to remedy the consequences (if any).
6. Get access to and be fully, accurately and promptly provided with information and documents related to administration and management of VDB to execute assigned responsibilities and powers.
7. Attend briefing sessions, meetings of the Board of Directors, meetings chaired by the General Director, specialized meetings related to the execution of responsibilities of the Board of Controllers. The Board of Directors may express opinions but may not vote during the meetings. Request others to record their opinions in the meeting minutes if their opinions differ from the resolutions, decisions of the Board of Directors, and report to the Ministry of Finance.
8. Use the resources of VDB, hire experts, and external organizations to carry out tasks but still take responsibility for fulfilling their duties. Use the seal of VDB to execute their functions and responsibilities.
9. Be provided with professional training for controllers. If necessary, request advice from experts and specialized organizations to serve their tasks after obtaining written approval from the Ministry of Finance.
10. Execute other responsibilities and powers as assigned by the Ministry of Finance.
Article 21. Responsibilities and powers of the Chief Controller
1. Direct and organize execution of responsibilities and powers of the Board of Controllers as prescribed in this Decree and relevant laws; take responsibility for execution of his/her rights and obligations.
2. Summon and preside over meetings of the Board of Controllers.
3. Represent the Board of Controllers to sign documents within jurisdiction of the Board of Controllers.
4. Prepare working plans and assign responsibilities to members of the Board of Controllers in accordance with internal regulations of the Board of Controllers.
5. Ensure that members of the Board of Controllers receive full, objective, accurate information and have sufficient time to discuss the issues that the Board of Controllers needs to consider.
6. Monitor and direct members of the Board of Controllers in executing assigned tasks, rights and obligations of the Board of Controllers.
7. Authorize another member of the Board of Controllers to execute his/her rights and obligations only when he/she is absent or cannot execute these tasks.
8. Request the Board of Directors to convene unexpected meetings as prescribed in this Decree. Participate in meetings of the Board of Directors, meetings chaired by the General Director, specialized meetings related to the execution of responsibilities of the Board of Controllers; may discuss and express opinions but may not vote during the meetings
9. Execute other responsibilities and powers as prescribed in this Decree and relevant laws.
Article 22. Responsibilities and powers of members of the Board of Controllers
1. Execute responsibilities and powers of the Board of Controllers as prescribed in this Decree, relevant laws and internal regulations of the Board of Controllers in a honest and cautious manner for the benefit of VDB and the State; take responsibility for execution of their rights and obligations.
2. Request the Chief Controller to convene unexpected meetings of the Board of Controllers.
3. Supervise all operations; inspect accounting and assets records, financial reports of VDB and propose for rectifying any mistakes (if any).
4. Request the officials of VDB to provide statistics and explain all activities to execute assigned tasks.
5. Report any unusual financial activities to the Chief Controller, take responsibility for their assessments and conclusions.
6. Participate in meetings of the Board of Controllers, discuss and vote on issues within jurisdiction of the Board of Controllers, except for cases where there is a conflict of interest.
7. Participate in meetings of the Board of Directors, meetings chaired by the General Director, specialized meetings related to the execution of responsibilities of the Board of Controllers; may discuss and express opinions but may not vote during the meetings
8. Execute other responsibilities and powers as prescribed by law.
Article 23. Internal audit department and assistance department
1. The Board of Controllers has an internal audit department and assistance department to execute its tasks. At the request of the Board of Controllers, the Board of Directors shall establish an internal audit department and assistance department for the Board of Controllers.
2. The Board of Controllers shall decide the operational regulations of the internal audit department and assistance department.
Section 3. GENERAL DIRECTOR
Article 24. General Director
1. The General Director is in charge of daily operations of VDB, accountable to the Board of Directors and the law for execution of his/her responsibilities and powers.
2. The term of office of a General Director shall not exceed 05 years. He/she may be re-designated.
3. Standards, requirements for designation and dismissal of the General Director shall comply with regulations on credit institutions in Articles 41, 42, 43, 45, 46 and 47 of the Law on Credit Institutions and amended/replaced documents (if any).
Article 25. Responsibilities and powers of the General Director
1. Comply with resolutions, decisions and directions of the Board of Directors, this Decree and relevant laws.
2. Submit to the Board of Directors the following contents:
a) Operational strategies, annual operational plans, medium-term and long-term operational plans; annual financial plans;
b) Selection of independent audit organization to audit annual financial statement of VDB;
c) Other contents as assigned by the Board of Directors as prescribed in this Decree and relevant laws.
3. Issue, instruct the implementation of regulations, internal regulations, procedures for administration of daily operations of VDB.
4. Decide issues within jurisdiction related to administration of daily operations of VDB.
5. Establish and maintain an effective internal control system.
6. Organize the implementation of operational plans, financial plans of VDB, resolutions, decisions and directions of the Board of Directors and competent authorities.
7. Recruit staff within the headcount limit.
8. Decide or delegate, authorize units under and affiliated to VDB to extend credit, conclude contracts, raise capital, invest, liquidate, sell assets of VDB; transfer capital and assets between units affiliated to VDB; and other responsibilities as prescribed by law and in conformity with jurisdiction as delegated, authorized by the Board of Directors.
9. Decide on measures beyond his/her jurisdiction as prescribed in this Decree and related laws in cases of emergencies such as natural disasters, war, fire, epidemics, accidents, and be accountable to the law and competent authorities for those decisions; promptly report to the Board of Directors after implementation of these emergency measures in accordance with the internal regulations of VDB.
10. Decide the planning, mobilization, transfer, designation, re- designation, dismissal, approval for resignation, commendation, discipline, retirement and other official responsibilities for managerial positions in VDB in accordance with internal regulations issued by the Board of Directors, except for positions under jurisdiction of the Prime Minister, Ministry of Finance and Board of Directors.
11. Propose ad hoc meetings of the Board of Directors in accordance with the law and this Decree.
12. Report the operational results of VDB to the Board of Directors, the Board of Controllers and competent authorities in accordance with this Decree and relevant laws.
13. Be supervised by the Board of Directors, the Board of Controllers, and competent state authorities regarding the execution of his/her duties and authorities as prescribed in this Decree and related laws.
14. Be a legal representative of VDB in legal proceedings, disputes, liquidation, dissolution, and in internal and external affairs related to the bank's operations in accordance with delegation and authorization by the Board of Directors.
15. Sign documents, agreements, contracts, certificates on behalf of VDB in internal and external affairs in accordance with this Decree and related laws, and in conformity with the assignment, delegation and authorization by the Board of Directors.
16. Execute other responsibilities and powers as prescribed in this Decree and relevant laws.
Article 26. Assistance for the General Director
1. Deputy General Director, Chief Accountant, units under and affiliated to VDB (except for assistance departments for the Board of Directors, Board of Controllers, mass organizations).
2. Deputy General Director
a) The Deputy General Director shall take charge of one or a number of fields of VDB as assigned by the General Director and be accountable to the General Director, the Board of Directors and the law for assigned tasks;
b) The number of Deputy General Director shall be decided by the Board of Directors and not exceed 05 people. The term of office of a Deputy General Director shall not exceed 05 years. He/she may be re-designated.
c) Standards, requirements for designation and dismissal of the Deputy General Director shall comply with the Law on Credit Institutions and relevant laws.
3. Chief Accountant
a) The Chief Accountant shall assist the General Director to direct accounting and financial affairs of VDB, and be accountable to the General Director, the Board of Directors and the law for assigned tasks;
b) Standards, requirements for designation and dismissal of the Chief Accountant shall comply with the Law on Credit Institutions and relevant laws.
4. Units under and affiliated to VDB
a) Units under and affiliated to VDB shall advise, assist the General Director in administration in accordance with regulations of VDB, and be accountable to the General Director, the Board of Directors and the law for assigned tasks;
b) Standards, requirements for designation and dismissal of units under and affiliated to VDB shall comply with regulations on the directors of branches of credit institutions in the Law on Credit Institutions and relevant laws.
Article 27. Internal control system
1. The internal control system is a combination of mechanisms, policies, procedures, internal regulations, organizational structure of VDB. It shall be implemented in order to prevent, discover and promptly resolve risks.
2. The operation of the internal control system shall comply with regulations of the State Bank of Vietnam on the internal control system of credit institutions, branches of foreign banks, regulations of the Board of Directors and relevant laws.
Section 4. RELATIONSHIP BETWEEN THE BOARD OF DIRECTORS, THE GENERAL DIRECTOR AND THE BOARD OF CONTROLLERS
Article 28. Relationship between the Board of Directors, the General Director and the Board of Controllers
1. During management and administration of operation of VDB, the Board of Directors, the General Director and the Board of Controllers shall execute responsibilities and powers in accordance with this Decree and relevant laws, regularly provide information, discuss and exchange opinions before making decisions.
2. The General Director shall organize the implementation of resolutions, decisions of the Board of Directors, the President of the Board of Directors, and report the implementation results to respective entities. If an issue is identified as against the legitimate interests of VDB or is contrary to the law on the responsibilities and powers of VDB, the General Director shall immediately report to the Board of Directors for review and adjustment. In case the Board of Directors does not adjust the resolution or decision, the General Director shall still carry it out but has the right to reserve his/her opinion to propose to competent authorities for a decision.
In case the decision of the General Director is not in accordance with the law or against the legitimate interests of VDB, the Board of Directors has the right to request the General Director to make adjustments.
3. The Board of Controllers shall supervise operation of VDB as prescribed in this Decree and operational regulations of the Board of Controllers issued by the Ministry of Finance.
4. Other regulations on relationship between the Board of Directors, the General Director and the Board of Controllers shall comply with internal regulations of VDB and relevant laws.
Chapter III
OPERATION OF VDB
Article 29. Professional activities of VDB
1. Capital raising:
a) Issue Government-backed bonds as prescribed by law;
b) Issue bonds, negotiable instruments in Vietnamese Dong of VDB in accordance with the law;
c) Take loans from the Vietnam Social Security, domestic and foreign financial and credit institutions in accordance with the law;
d) Take refinancing loans from the State Bank of Vietnam in accordance with the law;
dd) Raise capital from domestic and foreign institutions in accordance with the law;
e) Accept capital under entrustment from domestic and foreign organizations and individuals in accordance with the law.;
g) Raise capital from other sources in accordance with the law.
2. Credit activities:
a) Provide loans in accordance with the state's investment credit policies as prescribed by law;
b) Provide guarantee credit for small and medium-sized enterprises borrowing from commercial banks in accordance with the Prime Minister's decision on regulations on guaranteeing loans for small and medium-sized enterprises borrowing from commercial banks.
c) Re-lend ODA loans and concessional loans of the Government in accordance with the law.
d) Implement other credit activities as prescribed by law.
3. Entrustment and undertaking entrustment:
Perform lending activities under authorization/entrustment, disburse funds under entrustment; guarantee under authorization/entrustment; entrust, undertake entrustment to provide financial and banking services to customers in accordance with the law.
4. Participate in the interbank market, open market operations, and internal payment organization; provide payment services, other banking services for customers; conduct foreign exchange activities; participate in domestic and international payment systems in accordance with the law.
5. Implement other professional activities as prescribed by law.
Article 30. Operational capital and use of capital of VDB
Operational capital and use of capital of VDB shall comply with financial and credit management mechanism of VDB, this Decree and relevant laws.
Article 31. Financial regime
The mechanism for financial management of VDB shall comply with regulations of the Government.
Article 32. Accounting and statistics regime
1. The accounting and statistics regime of VDB shall comply with the law and instructions of the Ministry of Finance.
2. The fiscal year of VDB starts on January 01 and ends on December 31 of the calendar year.
Article 33. Financial statements and audit of financial statement
1. The financial statements of VDB shall comply with the law.
2. The annual financial statements of VDB shall be audited as prescribed by law.
3. VDB shall disclose its financial statements as prescribed by law.
4. The Board of Directors, the Board of Controllers and the General Director of VDB are responsible for the accuracy and truthfulness of these financial statements.
Chapter IV
POWERS AND RESPONSIBILITIES OF THE PRIME MINISTER AND MANAGERIAL AUTHORITIES TOWARDS VDB
Article 34. Prime Minister
The Prime Minister shall decide the following contents proposed by the Ministry of Finance:
Mobilization, transfer, designation, re-designation, dismissal, approval for resignation, commendation, discipline, retirement and other official responsibilities for the President of the Board of Directors and the General Director of VDB.
2. Reorganization, restructuring, transfer of ownership, dissolution of VDB.
3. Operational strategies of VDB.
4. Medium- and long-term operational plans of VDB.
5. Guidelines for capital contribution to establish enterprises; increase, decrease of capital contribution by VDB in enterprises.
6. Other responsibilities and powers as prescribed by law.
Article 35. Ministry of Finance
1. Propose the contents prescribed in Article 34 of this Decree to the Prime Minister for Decision.
2. Decide the following contents proposed by the Board of Directors of VDB:
a) Headcount limit of VDB;
a) Holders of the following positions: the President of the Board of Directors, General Director, members of Board of Directors and members of Board of Controllers;
c) Mobilization, transfer, designation, re-designation, dismissal, approval for resignation, commendation, discipline, retirement and other official responsibilities for members of the Board of Directors (except for the President of the Board of Directors and the General Director), members of the Board of Controllers;
d) Assessment of the performance and ranking of VDB.
dd) Assessment of performance of members of the Board of Directors, members of the Board of Controllers of VDB as prescribed by law;
e) Approval of the appointment of the President of the Board of Directors, the General Director, and members of the Board of Controllers of VDB to go on a business trip, study, and handle personal matters abroad.
3. Proposal of the allocation of funds for interest rate subsidies and management fees to competent authorities for approval; capital allocation in the annual plan, medium-term public investment plan, and other funding sources (if any) for VDB in accordance with the laws on the state budget, public investment, and relevant laws.
4. Proposal of annual State investment credit plans for VDB before the planning year to competent authorities for approval.
5. Execute powers and responsibilities related to salary and bonus management of VDB in accordance with regulations on policy banks of the Government.
6. Other responsibilities and powers as prescribed by law.
Article 36. Ministry of Internal Affairs
1. Instruct VDB to implement policies on labor, salary and bonus.
2. Other responsibilities and powers as prescribed by law.
Article 37. State Bank of Vietnam
1. Instruct VDB on debt classification and regulations to ensure safety in operation suitable for the nature and activities of VDB.
2. Instruct VDB to participate in payment activities, open market, interbank market, and borrow refinancing from the State Bank in accordance with the law.
3. Decide issuance of a license for foreign exchange management in conformity with the operation of VDB.
4. Other responsibilities and powers as prescribed by law.
Article 38. Ministries, ministerial authorities, Governmental authorities, local authorities
1. Inspect, review, supervise and conduct state management of operation of VDB within jurisdiction as assigned by the Government and as prescribed by law.
2. Other responsibilities and powers as prescribed by law.
Chapter V
INFORMATION AND SECURITY OF VDB
Article 39. Information exchange
VDB and credit institutions may exchange information on operations of VDB and credit institutions.
Article 40. Information security
1. Members of Board of Directors, executives, employees of VDB shall not disclose customer information or confidential information about the operation of VDB in accordance with the law.
2. VDB are allowed to refuse requests from organizations or individuals for providing information about customers’ deposits, assets, and information about the operation VDB, except in cases where there is a request from a competent state authority as prescribed by law or with the customer's consent.
Chapter VI
IMPLEMENTATION
Article 41. Effect
1. This Decree comes into force from the day on which it is signed.
2. The Charter on organizational structure and operation of VDB attached to Decision No. 1515/QD-TTg dated September 03, 2015 of the Prime Minister shall cease to be effective from the effective date of this Decree.
Article 42. Implementation
Ministers, Heads of ministerial authorities, Heads of Governmental authorities, Presidents of People's Committees of provinces and central-affiliated cities, President of Board of Directors, General Director, relevant organizations and individuals are responsible to implement this Decree.
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