Chương III Thông tư 35/2024/TT-NHNN về cấp đổi Giấy phép, cấp bổ sung nội dung hoạt động vào Giấy phép và tổ chức, hoạt động của tổ chức tín dụng phi ngân hàng do Thống đốc Ngân hàng Nhà nước Việt Nam ban hành: Tổ chức, quản trị, điều hành, kiểm soát

Chapter III

ORGANIZATION, ADMINISTRATION, MANAGEMENT AND CONTROL

Article 11. Name and headquarters of a non-bank credit institution

1. Vietnamese name of a non-bank credit institution must comply with the Law on Enterprises and relevant laws and be conformable with its legal and organizational form as follows:

a) The phrase “Công ty tài chính tổng hợp cổ phần” and its proper name;

b) The phrase “Công ty tài chính bao thanh toán cổ phần” and its proper name;

c) The phrase “Công ty tài chính tín dụng tiêu dùng cổ phần” and its proper name;

d) The phrase “Công ty cho thuê tài chính cổ phần” and its proper name;

dd) The phrase “Công ty tài chính tổng hợp trách nhiệm hữu hạn một thành viên” and its proper name;

e) The phrase “Công ty tài chính bao thanh toán trách nhiệm hữu hạn một thành viên” and its proper name;

g) The phrase “Công ty tài chính tín dụng tiêu dùng trách nhiệm hữu hạn một thành viên” and its proper name;

dd) The phrase “Công ty cho thuê tài chính trách nhiệm hữu hạn một thành viên” and its proper name;

i) The phrase “Công ty tài chính tổng hợp trách nhiệm hữu hạn” and its proper name in case it is a general multiple-member limited liability finance company;

k) The phrase “Công ty tài chính bao thanh toán trách nhiệm hữu hạn” and its proper name in case it is a specialized multiple-member limited liability finance company;

l) The phrase “Công ty tài chính tín dụng tiêu dùng trách nhiệm hữu hạn” and its proper name in case it is a specialized multiple-member limited liability finance company;

m) The phrase “Công ty cho thuê tài chính trách nhiệm hữu hạn” and its proper name in case it is a specialized multiple-member limited liability finance company;

2. Headquarters of a non-bank credit institution must comply with regulations on headquarters of enterprises according to the Law on Enterprises and meet the following requirements:

a) It must be specified in the license according to regulations of law, and will be the workplace of the Board of Directors, Board of Members, Board of Controllers, General Director and a place where transactions with clients are conducted;

b) It must be a location in the territory of Vietnam and have a specific address which consists of the building’s name (if any), house number, name of street or hamlet, commune, ward, commune-level town, urban or suburban district, district-level town, provincial-affiliated city, city affiliated to central-affiliated city, central-affiliated city/province; phone number, fax number, and email address (if any);

c) It must be capable of enabling transactions with clients and conformable with regulations of SBV on vaults;

d) It must be equipped with a management information system which must be connected online with branches and sales departments of the non-bank credit institution, and meet administration and risk management requirements of the non-bank credit institution and management requirements of SBV.

Article 12. Risk management committee and personnel committee

1. The Board of Directors or Board of Members shall establish risk management committee and personnel committee in order to assist it in performing its tasks and powers. The Board of Directors or Board of Members shall issue regulations on organization and operation of these committees. The non-bank credit institution shall send these regulations to SBV (via the SBV Banking Supervision Agency) within 10 days after they are issued.

2. Each committee is composed of at least three members, including a head who is a member of the Board of Directors or Board of Members and other members who will be decided, appointed and dismissed by the Board of Directors or Board of Members according to the charter of the non-bank credit institution. A member of the Board of Directors or Board of Members may only act as the head of a committee. The risk management committee of a joint-stock non-bank credit institution shall include at least a member who is an independent member of its Board of Directors.

3. Regulations on organization and operation of these committees shall include at least the following contents:

a) Working regulations which at least contain quantity of members of the committee and responsibilities of each member; periodic meetings of the committee; extraordinary meetings of the committee; voting forms and votes for proposals made by the committee;

b) Tasks and functions of the risk management committee:

(i) Provide the Board of Directors or Board of Members with advice about promulgation of procedures and policies, within its jurisdiction, for management of risks during operation of the non-bank credit institution in accordance with the law and the charter of the non-bank credit institution;

(ii) Analyze and give warnings about the level of safety of the non-bank credit institution against potential risks and short-term and long-term measures for risk prevention;

(iii) Consider and evaluate the suitability and efficiency of applicable procedures and policies for risk management adopted by the non-bank credit institution, and then make recommendations and proposals to the Board of Directors or Board of Members for change in such procedures and policies as well as business strategies;

(iv) Provide the Board of Directors or Board of Members with advice about approval for decisions on investments, relevant contracts and transactions; decide risk management policies and monitor implementation of measures for preventing risks by the non-bank credit institution within the ambit of its tasks and functions assigned by the Board of Directors or Board of Members;

c) Tasks and functions of the personnel committee:

(i) Provide the Board of Directors or Board of Members with advice about the scale and structure of the Board of Directors, Board of Members, and executives in conformity with the scale and development strategies of the non-bank credit institution;

(ii) Provide the Board of Directors or Board of Members with advice about handling personnel matters related to election, appointment and dismissal of members of the Board of Directors, Board of Members, Board of Controllers and executives of the non-bank credit institution in accordance with regulations of law and the charter of the non-bank credit institution;

(iii) Consider and provide the Board of Directors or Board of Members with advice about promulgating, within its jurisdiction, internal regulations on salary, remuneration, bonus, recruitment, training and other benefits of executives, officers and employees of the non-bank credit institution.

Article 13. Transfer and repurchase of stakes

1. The transfer and repurchase of stakes must comply with regulations of the Law on Enterprises.

2. The transfer of stakes must comply with regulations on forms of organization of non-bank credit institutions specified in Clause 3, Clause 4 Article 6 of the Law on Credit Institutions.

3. A founding member may only transfer his/her stake to another founding member within 05 years from the date of issuance of the license.

4. The transfer of stakes must ensure the percentage of contribution of capital prescribed in Clause 1 Article 77 of the Law on Credit Institutions and the following regulations:

a) The transferee must meet requirements specified in Clause 5 Article 29 of the Law on Credit Institutions and its guiding documents;

b) The transferee that is a foreign credit institution must meet requirements specified in points b, d and dd Clause 2, Clause 5 Article 29 of the Law on Credit Institutions and its guiding documents.

5. Repurchase of stakes:

The repurchase of stakes of a limited liability non-bank credit institution must comply with the following regulations:

a) Conditions for payment and settlement of stakes at the request of the contributing member for repurchase of stakes shall comply with regulations on repurchase of stakes laid down in the Law on Enterprises;

b) After making full payment for repurchased stakes, the non-bank credit institution is still able to pay its debts and other asset liabilities, meets prudential ratios and limits on banking operations, and has the actual value of its charter capital equal or higher than the legal capital;

c) The non-bank credit institution fully complies with regulations on risk management and establishment of provisions for losses at the time of application for SBV’s approval for repurchase of stakes;

d) It has a profitable business for the last 05 years preceding the year in which the application for SBV’s approval for repurchase of stakes is submitted, and incurs no accumulated losses;

dd) It has not incurred any penalties imposed by SBV for administrative violations against regulations on monetary and banking operations in the last 05 years preceding the year in which the application for SBV’s approval for repurchase of stakes is submitted and by the time the repurchase of stakes is approved by SBV.

Article 14: Notification of information about legal representative

1. Within 10 days from the date on which the legal representative is changed, the non-bank credit institution shall give a written notification of full name; gender; position; date of birth; ethnic group; nationality; type of personal ID document; personal ID number; date of issuance; issuing authority; permanent residence address; contact address of the legal representative to the SBV (except for the case where the non-bank credit institution notifies change of the legal representative after the SBV has approved the provisional list of personnel according to regulations).

2. Within 05 working days from the date on which the written notification of change of legal representative of the non-bank credit institution is received, the SBV Banking Supervision Agency shall be responsible for giving a written notification of the legal representative according to regulations in Clause 1 of this Article to the business registration agency of the province where the non-bank credit institution is headquartered.