Tiếng Việt- 1 Decree of Government No. 49/2000/ND-CP of September 12, 2000 on organization and operation of commercial banks
- 2 Law No. 06/1997/QH10 of December 12, 1997 on The State Bank of Vietnam
- 3 Law No. 07/1997/QH10 of December 12, 1997 on credit institutions
- 4 Law No. 13/1999/QH10 of June 12, 1999, on enterprises
| THE STATE BANK | SOCIALIST REPUBLIC OF VIET NAM
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| No. 1122/2001/QD-NHNN | Hanoi, September 04th, 2001 (as amended 29 July 20021 and as further amended 4 July 20082) |
THE GOVERNOR OF THE STATE BANK
Pursuant to the Law on the State Bank 01-1997-QH10 and the Law on Credit Institutions 02-1997-QH10 dated 12 December 1997;
Pursuant to the Law on Enterprises 13-1999-QH10 dated 12 June 1999;
Pursuant to Decree 15-CP of the Government dated 2 March 1993 on duties, powers and responsibilities for State administration of ministries and ministerial equivalent bodies;
Pursuant to Decree 49/2000/ND-CP of the Government dated 12 September 2000 on organization and operation of commercial banks;
On the proposal of the Director of the Department for Banks and Non-Banking Credit Institutions;
DECIDES:
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THE GOVERNOR OF THE STATE BANK
DEPUTY DIRECTOR
Tran Minh Tuan
(Issued with Decision 1122/2001/QD-NHNN of the State Bank of Vietnam dated 4 September 2001 and amended by Decision 797/2002/QD-NHNN of the State Bank of Vietnam dated 29 July 2002)
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In these Regulations the following terms shall be construed as follows:
1. Legal capital means the minimum level of capital stipulated by the law on establishment of a commercial shareholding bank.
2. Charter capital means the amount of paid up capital from all shareholders and recorded in the charter of the commercial shareholding bank.
3. Shares means the equal parts into which charter capital has been divided.
4. Share certificates means certificates issued by a commercial shareholding bank confirming ownership of one or a number of shares in that commercial shareholding bank. Shares may or may not record a name, in accordance with the provisions in the charter of the commercial shareholding bank.
5. Shareholder means an organization or individual being the owner of one or a number of shares in a commercial shareholding bank.
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7. Major shareholder means an organization or individual owning over ten (10) per cent of the charter capital or holding over ten (10) per cent of the share capital with voting rights in the commercial shareholding bank.
8. Dividend means the amount of money deducted annually from the profits of a commercial shareholding bank to be paid on each share.
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Section I. SHAREHOLDERS, SHARES, SHARE CERTIFICATES AND DIVIDENDS
2. A commercial shareholding bank may have preferential voting shares, and the persons owning them shall be called preferential voting shareholders.
2.1. Preferential voting shares means shares with a greater number of votes attached to them than ordinary shares. The charter of a commercial shareholding bank shall contain regulations on the number of votes for one preferential voting share.
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2.3. Shareholders owning preferential voting shares may not assign them to any other person.
3. Ordinary shares may not be converted into preferential voting shares. Preferential voting shares may be converted into ordinary shares pursuant to a decision of the general meeting of shareholders.
Article 8. Rights of shareholders
1. Ordinary shareholders shall have the following rights:
(a) To participate in, and to vote on all issues within the authority of, the general meeting of shareholders; to stand, or to nominate another person, for election as a member of the board of management or board of controllers (if there is the minimum number of shares as prescribed by the charter of the commercial shareholding bank). Each ordinary share shall have one vote;
(b) To receive dividends in the sum decided by the general meeting of shareholders;
(c) To be given priority to purchase new shares when the commercial shareholding bank increases its charter capital;
(d) To assign shares in accordance with the charter of the commercial shareholding bank and the regulations of the State Bank;
(dd) To receive information on the operational status of the bank in accordance with the provisions in the charter of the commercial shareholding bank;
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(g) Upon dissolution or bankruptcy of the commercial shareholding bank, to receive that part of the residual assets corresponding to the number of paid-up shares in the commercial shareholding bank in accordance with the law on dissolution and bankruptcy;
(h) Other rights in accordance with law and the charter of the commercial shareholding bank.
2. Major shareholders which have held their shares for at least six consecutive months shall have the rights:
(a) To nominate a person to the board of management or board of controllers;
(b) To view and to receive a copy or an extract of the list of shareholders with the right to attend a general meeting of shareholders;
(c) To request that a general meeting of shareholders be convened;
(d) Other rights in accordance with the provisions of the charter of the commercial shareholding bank and in accordance with law.
3. Preferential voting shareholders shall, in addition to the same rights as ordinary shareholders, be entitled to vote on issues within the authority of the general meeting of shareholders with the number of votes stipulated by the charter of the commercial shareholding bank.
Article 9. Obligations of shareholders
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2. To comply with the charter and with the internal regulations of the commercial shareholding bank;
3. To comply with decisions of the general meeting of shareholders and of the board of management;
4. To be responsible for debts and other property obligations of the commercial shareholding bank to the extent of the amount of their paid-up capital;
5. Not to withdraw share capital in any form whatsoever;
6. To fulfil other obligations in accordance with the provisions of the charter of the commercial shareholding bank and in accordance with law.
Article 10. Founding shareholders and rights of founding shareholders
1. For the first three years from the date on which a commercial shareholding bank is issued with a business registration certificate, the founding shareholders must together hold at least twenty (20) per cent of the ordinary shares offered for sale; and the ordinary shares of the founding shareholders may be assigned to non-shareholders if the general meeting of shareholders consents. Founding shareholders which propose to assign their shares may not vote on that issue.
2. Upon expiry of three years, the restrictions on the ordinary shares of founding shareholders as stipulated in clause 1 of this article shall be lifted.
Article 11. Shareholders register
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(a) Name and head office of commercial shareholding bank;
(b) Total number of shares permitted to be offered for sale, classes of shares permitted to be offered for sale, and numbers of each class of shares permitted to be offered for sale;
(c) Fluctuations in total number of shares sold in each class and value of paid-up share capital;
(d) Names and addresses of shareholders, numbers of each class of shares and total overall number of shares of each shareholder, and dates on which the shares were registered.
2. The shareholders register must be retained at the head office of the commercial shareholding bank. Every six months, the commercial shareholding bank must report in writing to the State Bank branch in the locality where it has its head office if there is a change in any one of the items listed in clause 1 of this article.
PURCHASE, OFFERING FOR SALE, AND ASSIGNMENT OF SHARES
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2. The correct and complete information required by article 11(d) of this Decision shall be recorded in the shareholders register after shares have been sold or transferred, and as from that date the share purchaser or the share transferee shall become a shareholder of the commercial shareholding bank.
3. The procedures and order for offering shares for sale at a Securities Trading Centre shall be implemented in accordance with law.
2. The State Bank must provide written approval to any change in the share ratio of major shareholders of a commercial shareholding bank.
3. During their period in office and while they are subject to any proceedings for loss for which they are personally liable pursuant to a resolution of the general meeting of shareholders, members of the board of management and of the board of controllers and the general director (director) may not transfer their shares, except in the following cases:
(a) Transfer of the number of shares above the minimum level required to hold office in accordance with the provisions in the charter of the commercial shareholding bank;
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(a) Submission from the chairman of the board of management;
(b) Application from the shareholder to transfer shares (the application of a legal entity must be signed and sealed by its legal representative);
(c) Application from the shareholder to purchase shares, including an undertaking as to the legality of the funds with which the shares are to be purchased, its acceptance of the current financial situation and charter of the commercial shareholding bank, and compliance with all regulations relating to share purchases (the application of a legal entity must be signed and sealed by its legal representative);
(d) File of a shareholder transferring shares less than twenty (20) per cent of charter capital;
(dd) Other relevant legal documents.
2. A commercial shareholding bank must prepare a file (two main sets) in accordance with the provisions in clause 1 of this article and submit it to the State Bank branch in the locality where its head office is located. Within a time-limit of fifteen (15) days from the date of receipt of a complete file, the State Bank branch must check the share transfer prior to any change in order to ensure that the share capital of shareholders remains lawful and must provide a written response to the commercial shareholding bank approving the share transfer, or not approving (if it considers the file does not comply with the regulations and the change of shareholding may destabilize the operations of the commercial shareholding bank). In the case of non-approval, the response must specify the reasons.
3. After the transfer of shares of a shareholder, a commercial shareholding bank must report by sending a copy of the list of shareholders to the State Bank (the State Bank branch in the locality where its head office is located and also to the Banking Department of the State Bank).
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RESTRICTIONS ON SHARE OWNERSHIP
2. With respect to shareholders other than State owned enterprises: any organization and its representative, or any company and its subsidiaries which are legal entities, may own shares not exceeding thirty (30) per cent of the charter capital of any one commercial shareholding bank.
3. Shareholders being individuals may own shares not exceeding fifteen (15) per cent of the charter capital of any one commercial shareholding bank.
4. Shareholders being individuals and related persons within their family (parents, spouses, children or siblings) may own shares not exceeding thirty (30) per cent of the charter capital of any one commercial shareholding bank.
5. If one member of a family is already the representative for the capital share of a shareholder being an individual who has paid-up capital in a commercial shareholding bank, the remaining family members may only own less than twenty (20) per cent of the charter capital of the commercial shareholding bank.
SHARE CERTIFICATES AND DIVIDENDS
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1. Share certificates of a commercial shareholding bank must contain the following principal items:
(a) Name and main headquarters of the commercial shareholding bank;
(b) Number and date of issuance of licence for establishment and operation;
(c) Number of shares and class of shares;
(d) Par value of each share and total value of number of shares stated on the share certificate;
(e) Name of the shareholder (with named share certificates);
(f) Summary of the procedures for transferring the share certificate;
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(h) Registered number in the shareholders register and date of issuance of the share certificate;
(i) In addition to the above matters, share certificates for preferential voting shares must also record the number of votes in accordance with the provisions in the charter of the commercial shareholding bank.
2. Within a time-limit of thirty (30) days from the date of commencement of operation (in the case of a newly-established commercial shareholding bank), or from the date on which the commercial shareholding bank registers with the competent State body its new charter capital level (in the case of a commercial shareholding bank already operating), the commercial shareholding bank must issue new share certificates to shareholders.
Article 20 Payment of dividends
1. A commercial shareholding bank may only pay shareholders a dividend when it has made a business profit, and when it has paid all taxes and other financial obligations in accordance with law.
2. At least thirty (30) days prior to each occasion on which a dividend is paid, the board of management must prepare a list of shareholders to receive a dividend, confirming the amount of dividend to be paid on each class of share and the period and form of payment. A notice of payment of dividend must be publicly sent to each shareholder at least fifteen (15) days prior to the date on which the dividend is to be paid. Such notice must specify the name of the commercial shareholding bank, the name and address of the shareholder, the numbers of each class of share held by the shareholder, the amount of dividend to be paid on each class of share, the total dividend to be received by the shareholder, and the date and method of payment.
3. With respect to a shareholder which transfers its shares in the period between the completion of the list of shareholders to receive a dividend and the date of payment, the transferor shall be entitled to receive the dividend from the commercial shareholding bank.
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1. Charter capital shall be accounted for in Vietnamese dong (VND).
2. A commercial shareholding bank must ensure that the actual amount of charter capital does not fall below the legal capital required by law.
2. In the case where the charter capital of a commercial shareholding bank is decreased, the amendment shall be dealt with as follows:
2.1. Circumstances in which it is compulsory to decrease charter capital:
(a) Losses in three consecutive years; the commercial shareholding bank must make a decision to decrease its charter capital by the amount of losses accumulated in the third year;
(b) Items of investment capital are determined or decided by the competent State body to be operational losses after deduction of the risks reserve;
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(d) A re-valuation of fixed assets in accordance with law results in the diminution of their value.
2.2. In the circumstances stipulated in clause 2.1 above, the commercial shareholding bank must convene an extraordinary general meeting of shareholders, or place an item on the agenda of a regular general meeting of shareholders, for a decision on methods to deal with the decrease, after it has applied other financial methods (using the reserve fund for supplementing charter capital to make up the deficit; contributing additional capital to resolve the deficit, and so forth) without successfully resolving the deficit. Any decrease in charter capital shall be associated with either or both of the forms of a reduction in the par value of shares and a reduction in the number of shares.
2.3. If, after the reduction, the charter capital remains lower than the legal capital and the commercial shareholding bank has not taken measures to overcome this within six months, the State Bank branch shall resolve the issue in accordance with current regulations in the same manner as for a credit institution with legal capital below the stipulated level.
Charter capital may be used for the following objectives:
1. To purchase or invest in its own fixed assets, not exceeding fifty (50) per cent of the charter capital and reserve fund for supplementing charter capital;
2. To purchase shares and to subscribe capital in accordance with State Bank regulations;
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4. To make loans;
5. To conduct business in other services in accordance with law.
2.5 An application file for approval for the change in charter capital shall comprise:
(a) Submission from the chairman of the board of management (specifying the reasons and necessity for the change);
(b) Minutes of the general meeting of shareholders on the change in charter capital;
(c) Plan of change in charter capital approved by the general meeting of shareholders, specifying at least the following items:
(i) Requirements for a decision on change in charter capital (specifying the utilization of capital for each relevant requirement).
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(iii) Evaluation of the capacity of the board of management and the management to manage, administer and control, and the internal control system in respect of the amount of capital and scale of operation after change in charter capital.
(iv) The plan on change in charter capital in a financial year must specify at least the following items:
- Total forecast changed charter capital;
- Proposed issue tranches [of shares] in the year;
- Plan of each issue tranche: subscribers entitled to purchase [shares], prices of the offer made to each category of subscribers (in a case where such prices have not yet been determined, state "not definable"; however, the price of the offer must be consistent with the Law on Enterprises); date of sale and other conditions (if any) relating to interests and obligations of subscribers in each category;
- Forecast change in the structure of ownership of shareholders holding 5% or more of charter capital of the commercial shareholding bank after each change in charter capital and reasons for such change;
(d) List of shareholders currently holding 5% or more of charter capital of the commercial shareholding bank and proposed change of such shareholders after each change in charter capital, comprising names and addresses of shareholders, numbers of shares of each class and total number of shares, proportion of [his/her shares to] total charter capital of the bank.
(dd) Summary report on structure of the board of management or the board of controllers (if any) to be changed upon change in charter capital, in which qualifications and experience in banking operations of each member must be summarized.
(e) Files of shareholders participating in purchase of shares for increase in charter capital:
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- Application for purchase of shares with the signature and seal of legal representative (Appendix 1);
- Financial statements for the year immediately before the year of purchase of shares.
In the case of foreign organizations, financial statements must comply with Circular 07/2007/TT-NHNN of the State Bank dated 29 November 2007 providing guidelines for implementation of Decree 69/2007/ND-CP of the Government dated 20 April 2007 on foreign investors purchasing shares of Vietnamese commercial banks.
In the case of Vietnamese organizations, financial statements must satisfy the following requirements:
+ The prevailing regulations on accounting of the State must be complied with;
+ Financial statements shall comprise a balance sheet, a profit and loss statement, a cash flow statement and notes to the financial statements;
+ Where a shareholder is a parent company, such shareholder must submit consolidated financial statements in accordance with the laws on accounting, accompanied by financial statements of the parent company;
+ Annual financial statements must be audited by an independent auditor included in the list of auditing organizations qualified for carrying out corporate audits as published by the Ministry of Finance. The opinion of the auditor about the financial statements must show acceptance of the whole; where the opinion of the auditor is acceptance with an exception, such exception must not be substantial and an explanatory statement of the grounds of such exception shall be required;
+ Where a file is submitted before 1 March each year, the annual financial statements for the last year in the initial file may be financial statements which have not yet been audited but the audited financial statements for the year immediately before such year shall be required, and audited financial statements for the year immediately before the year of purchase of shares shall be added immediately when they are available;
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+ Where there are any contingent changes after the end of the period covered by the most recent financial statements, the shareholder must prepare additional financial statements up to the most recent month or quarter;
+ Financial statements which are photocopies must be certified by the authorized State body or the auditor (where the financial statements were audited) or must be certified by the shareholders as true copies (in the case of unaudited financial statements).
Where a shareholder does not have any financial statements because it has been newly established and operated in the period from 31 December of the year before the year of change in charter capital to 1 March of the year of change, the shareholder must submit the following documents in place of the financial statements specified in this provision: a written report on financial capacity of the owner holding the right to control such organization supported by relevant documents; and a written undertaking to assume sole legal responsibility for the fact that the shareholder has sufficient financial capacity to make capital contribution to the bank.
(ii) In the case of an individual who currently or is expected to hold 5% or more of charter capital:
- Application from the shareholder to purchase shares (Appendix 2);
- Declaration of income and assets of the individual valued at one hundred million Dong or more, on the form stipulated in Appendix 3.
(iii) In the case of shareholders being members of the board of management or board of controllers or managerial personnel of the bank:
Application from the shareholder being a member of the board of management or board of controllers or a managerial person of the bank, to purchase shares (Appendix 2). Where the representative of a shareholder being an organization acts as a member of the board of management, board of controllers or as a managerial person of the bank, he or she shall only be required to prepare an application to purchase shares in accordance with Appendix 1.
(g) Other relevant documents in accordance with law.
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(a) To verify the file in accordance with these Regulations.
(b) To evaluate the plan of change in charter capital in terms of efficiency of operation of the bank after change in charter capital, the capacity of the commercial shareholding bank for management, administration and control in respect of the amount of capital and scale of operation after change in charter capital, and the financial capacity of shareholders which currently hold or are forecast to hold 5% or more of charter capital and of any shareholder being a credit institution.
(c) To check the financial capacity of shareholders purchasing shares in terms of the following items:
(i) With respect to shareholders being an organization:
- In the case of credit institutions: After purchase of shares of the commercial shareholding bank, the credit institution must comply with the prevailing regulations of the State Bank on prudential limits in operation of the credit institution; classification of debts, contributions made to and utilization of the reserve for credit risks.
- In the case of organizations other than credit institutions currently holding or forecast to hold 5% or more of charter capital of the commercial shareholding bank, they must ensure that their equity after deducting long-term investments funded by equity [and] current assets after deducting current liabilities must at least be equal to the amount of capital for purchase of shares of the commercial shareholding bank (methods of calculation are specified in Appendix 4).
The above norms shall be determined on the basis of financial statements of the organization referred to in paragraph e(i) of clause 2 of this article.
(ii) With respect to a shareholder being an individual who currently holds or is forecast to hold 5% or more of the charter capital of the commercial shareholding bank, he or she must prove his capacity to make capital contribution to the bank by way of declaring personal income and assets referred to in paragraph e(ii) of clause 2 of this article.
(d) Submit its specific proposal to the Governor of the State Bank for consideration, specifying its position on whether or not it agrees with the change in charter capital of the commercial shareholding bank. After obtaining the opinion of the State Bank, the provincial State Bank branch shall issue written approval for the commercial shareholding bank to change its charter capital. Where the change in charter capital of the commercial shareholding bank has not yet been approved or is refused, the provincial State Bank branch shall notify the entity in writing and specify its reasons.
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5. After it has changed its charter capital in accordance with the letter of approval from the State Bank branch, a commercial shareholding bank must register the new charter capital with the competent State body and must also make an announcement in central and local newspapers in accordance with law. Within a time-limit of five days at the latest from the date of registration with the competent State body, the commercial shareholding bank must forward a notarized copy of the letter of approval together with a list of the shareholders who contributed the new capital and a list of all shareholders after the change in charter capital to the State Bank of Vietnam (Department of Banks and Non-Banking Credit Institutions at the place where it has its head office).7
6. The board of management of a commercial shareholding bank shall be responsible before the law for evaluating files and for the procedures and conditions to approve shareholders subscribing capital in accordance with the requirements of this Decision.
Section III. GENERAL MEETING OF SHAREHOLDERS
Article 27. Duties and powers of general meeting of shareholders
1. To amend or supplement the charter of the commercial shareholding bank;
2. To debate and approve reports of the board of management on operational status, business results, financial finalization, plans for profits distribution, plans for payment of share dividends, and plans for payments into and use of funds as proposed by the board of management; the orientation and tasks of the new financial year;
3. To debate and approve reports of the board of controllers;
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5. To divide, demerge, merge, consolidate, acquire or dissolve the bank and subsidiary companies of the commercial shareholding bank;
6. To decide on the organizational structure and the management and executive apparatus of the bank; the regulations on staff and staffing and on funds and salaries for members of the board of management and of the board of controllers;
7. To decide on plans for external operations;
8. To decide on plans for construction of physical facilities and technical equipment;
9. To approve plans for capital contribution to and purchase of shares of other enterprises and credit institutions;
10. To approve transfers of ordinary shares by founding shareholders in the first three years in accordance with the provisions in article 10 of this Decision;
11. To make decisions on the changes stipulated in article 31.1 of the Law on Credit Institutions, except for changes of location of transaction offices, branches and representative offices, transfers of named shares exceeding the ratio stipulated by the State Bank, and changes of the general director (director) of the commercial shareholding bank;
12. To decide on solutions to overcome large financial fluctuations in the commercial shareholding bank;
13. To elect, remove or dismiss members of the board of management or of the board of controllers at the end of their period of office or to elect additional or replacement members;
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15. Other rights and duties stipulated in the charter of the commercial shareholding bank.
Article 28. Authority to convene general meeting of shareholders
1. A general meeting of shareholders shall be held at least once every year.
2. A general meeting of shareholders shall be convened pursuant to:
(a) Decision of the board of management;
(b) A request of a shareholder or a group of shareholders holding over ten (10) per cent of the number of ordinary shares for a continuous period of at least six months, or a lesser percentage as stipulated in the charter of the commercial shareholding bank;8
(c) At the request of the board of controllers, where the board of management is in serious breach of the obligations of managers in accordance with article 86 of the Law on Enterprises or the board of management issues a decision beyond its delegated authority;
(d) Other provisions in the charter of the commercial shareholding bank;
(e) At the request of the director of the State Bank branch in the locality where the head office of the commercial shareholding bank is located.
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A commercial shareholding bank shall include the costs of convening and holding a general meeting of shareholders in its expenses of banking activities.
Article 29 List of shareholders with right to attend general meeting of shareholders
1. The list of shareholders with the right to attend a general meeting of shareholders shall be prepared on the basis of the shareholders register and shall be prepared when there is a decision to convene a meeting and must be completed at least ten (10) days prior to the opening date of the general meeting of shareholders.
2. The list of shareholders with the right to attend a general meeting of shareholders shall include full names and permanent addresses of individuals and names and head offices of organizations, and the numbers of shareholders of each class of share.
3. All shareholders shall have the right to be provided with the information about themselves recorded in the list of shareholders with the right to attend a general meeting of shareholders.
4. Shareholders shall have the right to request the person convening the general meeting of shareholders to amend any incorrect information or to add any necessary information about themselves in the list of shareholders with the right to attend the general meeting of shareholders.
Article 30 Agenda and contents of general meeting of shareholders
1. The person convening the general meeting of shareholders must prepare an agenda and contents.
2. Major shareholders shall have the right to recommend issues to be put on the agenda for the general meeting of shareholders. A written recommendation must specify the name of the shareholder, the number of each class of share held, and the issues which it is recommended be put on the agenda; and the recommendation must be submitted to the bank at least three days prior to the opening date of the general meeting of shareholders.
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(a) The recommendation is not submitted in time, or its contents are not sufficient or correct;
(b) The recommended issue is not within the decision-making authority of the general meeting of shareholders;
(c) The issue is inconsistent with the charter of the commercial shareholding bank or with the law.
Article 31. Invitations to attend general meeting of shareholders
1. The person convening the general meeting of shareholders must send invitations to all shareholders with the right to attend at least seven (7) business days prior to the opening date.
2. The invitation must enclose the meeting agenda and discussion materials to be used as the basis for passing decisions.
Article 32 Right to attend general meeting of shareholders
1. Shareholders may attend in person or may provide a written proxy to a third person to attend the general meeting of shareholders.
2. In the case where shares are transferred in the period between the date of completion of the list of shareholders up until the opening date of the general meeting of shareholders, the transferee shall have the right to attend the meeting in replacement of the transferor in respect of the number of shares transferred.
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1. A general meeting of shareholders may be held when the number of shareholders present represents at least fifty one (51) per cent of the shares with voting rights. The charter of a commercial shareholding bank shall stipulate the specific ratio.
2. If an initial general meeting of shareholders does not satisfy the conditions to be held stipulated in clause 1 of this article, a meeting must be convened for a second time within a time-limit of thirty (30) days from the date on which the first meeting opened, and the second general meeting of shareholders may be held when the number of shareholders present represents at least thirty (30) per cent of the shares with voting rights. The charter of a commercial shareholding bank shall stipulate the specific ratio.
3. If a second general meeting of shareholders does not satisfy the conditions to be held stipulated in clause 2 of this article, a meeting must be convened for a third time within a time-limit of twenty (20) days from the date on which the second meeting opened, and the third general meeting of shareholders may be held irrespective of the number of shareholders with voting rights present.
4. Only a general meeting of shareholders shall have the power to change a meeting agenda after it has been sent out with the invitations to attend such meeting.
5. The charter of a commercial shareholding bank shall provide regulations on the method of conducting a general meeting of shareholders and on the method of voting at it.
Article 34. Passing decisions of general meeting of shareholders
1. A general meeting of shareholders shall pass decisions within its authority by taking a vote at the meeting or by obtaining written opinions. A decision of a general meeting of shareholders shall be deemed to have been passed when:
(a) The shareholders which agree to the decision represent at least fifty one (51) per cent of the total shares with voting rights. The charter of a commercial shareholding bank shall stipulate the specific ratio;
(b) With respect to any decision on the class and number of shares which are permitted to be offered for sale; on amending or adding to the charter of a commercial shareholding bank; or on re-organizing or dissolving a commercial shareholding bank: The shareholders which agree to the decision must represent at least sixty five (65) per cent of the total shares with voting rights.
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Article 35. Minutes of general meeting of shareholders
1. A general meeting of shareholders must be recorded in the minutes register of the commercial shareholding bank, and the minutes must contain the following principal items:
(a) Time and location of the general meeting of shareholders;
(b) Working agenda;
(c) Composition of people present, full names of the chairman and secretary;
(d) Summary of the ideas expressed at the meeting;
(dd) Issues debated and voted on at the general meeting of shareholders; numbers of votes for, against and abstaining; items approved;
(e) Total number of votes by shareholders present;
(g) Total number of votes on each issue voted on;
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2. The minutes of a general meeting of shareholders must be completed and passed prior to the closing of the meeting.
Article 36. Request to repeal decisions of general meeting of shareholders
Within a time-limit of ninety (90) days from the date on which a decision is passed, shareholders, members of the board of management, the general director (director) and the board of controllers shall have the right to request a court or the State Bank to consider and to repeal a decision of a general meeting of shareholders in the following circumstances:
1. The order and procedures for convening the general meeting of shareholders were not implemented in accordance with the provisions in this Decision and in the charter of the commercial shareholding bank;
2. The contents of the decision breach the law or the provisions in the charter of the commercial shareholding bank.
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Responsibilities of relevant entitles under the State Bank
1. The Department of Banks shall:
(a) Act as the focal entity to receive application files for approval for change in charter capital of commercial shareholding banks from the State Bank of the province or city in which the head office of such commercial bank is located, and seek opinions from the Inspectorate of the State Bank and the Department of Monetary Policy.
(b) The Department of Banks shall, within seven (7) business days from the date of receipt of opinions from the Inspectorate of the State Bank and the Department of Monetary Policy, collate such opinions and submit them to the management of the State Bank for consideration and a direction in writing on the change in charter capital of the commercial bank in question.
2. The Inspectorate of the State Bank:
The Inspectorate shall, within seven (7) business days from the date of receipt of the request from the Department of Banks (accompanied by the file for change in charter capital of the commercial bank):
(a) Take part in a written evaluation of the operation of the commercial shareholding bank under its supervision in accordance with CAMEL norms; results of classification of the year immediately before the proposed year of change in charter capital; results of inspection on site; classification of debts and contribution to reserves, and observance of prudential limits in its operation at the most recent point of time to the date of request for the change in charter capital.
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3. The Department of Monetary Policy:
The Department of Monetary Policy shall, within seven (7) business days from the date of receipt of the request from the Department of Banks (accompanied by the file for change in charter capital of the commercial shareholding bank), take part in a written evaluation of impact of the plan of change on the credit growth rate of the bank in question pursuant to guidelines of the Government; and give its opinion to the Department of Banks as to whether or not it agrees with the proposed change.
FOR THE GOVERNOR OF THE STATE BANK DEPUTY GOVERNOR
Tran Minh Tuan
- 1 Circular No. 06/2010/TT-NHNN of February 26, 2010, guiding the organization, governance, administration, charter capital, transfer of shares and supplementation and modification of licenses or charters of commercial banks
- 2 Circular No. 06/2010/TT-NHNN of February 26, 2010, guiding the organization, governance, administration, charter capital, transfer of shares and supplementation and modification of licenses or charters of commercial banks
- 1 Decree of Government No. 49/2000/ND-CP of September 12, 2000 on organization and operation of commercial banks
- 2 Law No. 13/1999/QH10 of June 12, 1999, on enterprises
- 3 Law No. 06/1997/QH10 of December 12, 1997 on The State Bank of Vietnam
- 4 Law No. 07/1997/QH10 of December 12, 1997 on credit institutions