Chapter III
JOINT-VENTURE BANKS
Article 42.- Operation network
Joint-venture banks may open transaction offices at the location of their head offices; open branches, representative offices and establish affiliated companies under the provisions of Articles 32 and 33 of the Credit Institutions Law and regulations of the State Bank.
Article 43.- The Management Board
1. The Management Board is the highest leading body of a joint-venture bank. The Management Board shall be composed of the chairman, the vice chairman and members. The vice chairman and other members of the Management Board must be approved by the Governor of the State Bank.
2. The Management Board shall have at least three members. The number of members of the Management Board shall be decided by the joint-venture parties on the basis of the contributed capital amounts of the foreign and Vietnamese parties to the joint-venture bank.
3. Members of the Management Board shall be those who have professional reputation and ethics and knowledge about banking operations as required by the State Bank and be other than those who are specified in Article 40 of the Credit Institutions Law.
4. The chairman and other members of the Management Board shall not authorize non-members of the Management Board to perform their tasks and powers. The chairman of the Management Board shall not concurrently be the general director (director) or deputy general director (deputy director) of the joint-venture bank and shall not be allowed to join in administering or directing other credit institutions, except credit institutions which are affiliated companies of the joint-venture bank.
5. Tasks and powers of the Management Board and its members and the working regime of the Management Board shall be specified in the charter of the joint-venture bank.
6. The term of office of Management Board members shall be agreed upon by the parties to the joint-venture bank but shall not exceed 5 years.
Article 44.- The Control Board
1. The Control Board of the joint-venture bank shall have the tasks of supervising financial operations, overseeing the observance of the cost-accounting and safety assurance regulations by the joint-venture bank, and conducting internal audit of operations in each period and domain for accurate assessment of business operations and the financial status of the joint-venture bank.
2. The Control Board of the joint-venture bank shall have at least 3 members, of whom one is the head and at least half of them work on a full-time basis. Where the Control Board has only 3 members, at least one of them must be a full-timer.
3. Members of the Control Board must meet requirements of professional qualification and ethics set by the State Bank, be other than those who are specified in Article 40 of the Credit Institutions Law, and be approved by the Governor of the State Bank.
4. The Control Board shall have an assisting unit and may use the internal supervision and control system of the joint-venture bank in performing its tasks.
5. Tasks and powers of the head and members of the Control Board shall be specified in the charter of the joint-venture bank.
Article 45.- The general director
1. The general director (director) of the joint-venture bank shall be the representative-at-law of the bank, unless otherwise provided for in its charter, be responsible before the Management Board for administering day-to-day operations according to his/her tasks and powers in accordance with the provisions of the Credit Institutions Law and other provisions of law, and must be approved the Governor of the State Bank. The general director (director) of the joint-venture bank shall not concurrently be the general director (director) or deputy general director (deputy director) of another credit institution, except credit institutions which are affiliated companies of the joint-venture bank.
2. The general director (director) and deputy general director (deputy director) of the foreign bank branch must satisfy the criteria specified in Clause 2, Article 39 of the Credit Institutions Law and be other than those specified in Article 40 of the Credit Institutions Law.
3. Tasks and powers of the general director (director) of the joint-venture bank shall be specified in the charter of the joint-venture bank.
Article 46.- Ratios and modes of contribution of charter capital
Ratios and modes of contribution of charter capital by the foreign and Vietnamese parties to the joint-venture bank shall be agreed upon by the parties and stated in the charter. The foreign party's contributed capital shall not exceed 50% of the charter capital of the joint-venture bank, except for special cases decided by the Prime Minister.
Article 47.- Transfer of contributed capital
1. The Vietnamese and foreign parties to the joint-venture bank may transfer their contributed capital amounts and must prioritize the transfer to other parties to the joint-venture bank.
2. The transfer of capital shall be subject to approval of the State Bank before it is effected. Dossiers and procedures of application for approval of capital transfer shall be specified by the State Bank.
3. In case of earning some profit from the transfer of capital, the transferor must pay tax thereon according to the provisions of Vietnamese law.
Article 48.- Division of profits and losses
The parties to the joint-venture bank shall divide profits and losses in proportion to the capital contribution ratios of each party, unless otherwise agreed upon by the parties in the joint-venture bank.
Article 49.- The managerial role of joint-venture parties
1. The parties shall participate in administering the joint-venture bank through their respective representative members in the Management Board according to regulations issued by the Management Board of the joint-venture bank; shall not directly intervene in the administration and direction of the joint-venture bank.
2. The joint-venture parties shall inspect and supervise the operations of the joint-venture bank and request the joint-venture bank to supply information and reports according to regulations issued by the Management Board of the joint-venture bank in accordance with the provisions of law.
Article 50.- Contents of operation
1. Joint-venture banks shall perform professional operations of commercial bank, development bank, investment bank or other types of bank as provided for in the Credit Institutions Law and the provisions of law on operations of such type of bank.
2. The State Bank shall specify the type and content of operation in the license granted to the joint-venture bank in accordance with the provisions of the Credit Institutions Law and in compatibility with the size, type and operation domain of the parent bank.
Article 51.- Dissolution, termination of operation
Joint-venture banks shall be dissolved or terminate operation in the following cases:
1. Expiry of the operation duration: 180 days before the expiry of the operation duration indicated in the license, the joint-venture bank does not submit a dossier of application for extension or submits such dossier but does not obtain approval of the State Bank;
2. Voluntary termination of operation if capable of paying off all debts and approved by the State Bank: in this case, at least 180 days before the intended date of termination of operation of the joint-venture bank, it must send an application to this effect to the State Bank;
3. Joint-venture banks shall have their licenses revoked in the following cases:
a/ Upon the occurrence of one of the circumstances specified at Points a, b, d and e, Clause 1, Article 29 of the Credit Institutions Law;
b/ Failure to meet all the conditions specified in Clause 1, Article 28 of the Credit Institutions Law;
c/ Suspension of operation for 12 consecutive months.
Tìm kiếm
Nghị định 22/2006/NĐ-CP (Bản Word)