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Circular No. 22/2018/TT-NHNN dated September 05, 2018 of the State Bank of Vietnam on guidelines for procedures and application for approval for provisional lists of personnel of commercial banks, non-bank credit institutions and foreign banks’ branches

Date: 9/5/2018

THE STATE BANK OF VIETNAM
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THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No. 22/2018/TT-NHNN
Hanoi, September 05, 2018
CIRCULAR
GUIDELINES FOR PROCEDURES AND APPLICATION FOR APPROVAL FOR PROVISIONAL LISTS OF PERSONNEL OF COMMERCIAL BANKS, NON-BANK CREDIT INSTITUTIONS AND FOREIGN BANKS’ BRANCHES
Pursuant to the Law on the State bank of Vietnam dated June 16, 2010;
Pursuant to the Law on Credit Institutions dated June 16, 2010 and Law on amendments to some Articles of the Law on Credit Institutions dated November 20, 2017 (hereinafter referred to as “the Law on Credit Institutions);
Pursuant to the Government’s Decree No. 16/2017/ND-CP dated February 17, 2017 defining functions, tasks, entitlements and organizational structure of the State Bank of Vietnam;
At the request of the Chief Inspector of the Central Banking Inspection and Supervision Authority;
The Governor of the State Bank of Vietnam hereby promulgates a Circular on guidelines for procedures and application for approval for provisional lists of personnel of commercial banks, non-bank credit institutions and foreign banks’ branches.
Chapter I
GENERAL PROVISIONS
Article 1. Scope
1. This Circular provides guidelines for procedures and application for approval for provisional lists of elected or appointed members of the Board of Directors, members of Board of Members, members of Board of Controllers or Director General (Director) (hereinafter referred to as “personnel”) in accordance with regulations of the Law on Credit Institutions with respect to commercial banks, non-bank credit institutions and foreign banks’ branches that have been issued with the license for establishment and operation by the State Bank of Vietnam (hereinafter referred to as “the State Bank”).
2. The approval for the provisional list of personnel of a state-owned commercial bank, and approval for the provisional list of personnel appointed or introduced by the owner of state capital as members of Board of Directors, members of Board of Controllers or Director General of a joint stock commercial bank over 50% of charter capital of which is held by the State shall comply with documents about human resource management promulgated by the Governor of the State Bank.
Article 2. Regulated entities
1. Commercial banks (except state-owned commercial banks), non-bank credit institutions (hereinafter referred to as “credit institutions”).
2. Foreign banks’ branches.
3. Organizations and individuals related to procedures and application for approval for provisional lists of personnel of credit institutions and foreign banks’ branches.
Article 3. Rules for preparing and submitting applications
1. An application for approval for provisional list of personnel of a credit institution or foreign bank’s branch shall be prepared according to the following rules:
a) It must be made in Vietnamese language. The document that is issued, notarized or certified by a foreign organization shall be consularly legalized as prescribed by Vietnam’s law (except for the cases in which consular legalization is exempted in accordance with regulations of law on consular legalization) and translated into Vietnamese;
b) Translations from a foreign language into Vietnamese must be notarized or bear the translator’s signature as prescribed by law;
c) Copies of documents of personnel to be elected or appointed must be copies from the master register or certified true copies as prescribed by law;
d) The documents prepared by personnel to be elected or appointed must bear signatures as prescribed by law.
2. The document of a credit institution or foreign bank’s branch requesting the State Bank to approve the list of its personnel must be signed by the legal representative or the authorized representative (hereinafter referred to as “the legal representative”).
In case the authorized representative appends his/her signature, the application must include a power of attorney made as prescribed by law.
3. The application enclosed with a list of documents prepared by the credit institution/foreign bank’s branch shall be submitted by post or directly to the State Bank.
4. The credit institution, foreign bank’s branch and personnel to be elected or appointed shall take legal responsibility for the adequacy, accuracy and truthfulness of the application.
Article 4. Power of the State Bank
The Governor of the State Bank of Vietnam shall consider approving provisional lists of personnel of credit institutions and foreign banks’ branches.
Article 5. Effective period of written approval for provisional lists
The State Bank’s written approval for provisional lists of personnel of credit institutions and foreign banks’ branches shall remain valid within 06 months from the date on which it is signed. After the effective period, if the election or appointment of personnel of credit institutions and foreign banks' branches fail to be completed, the State Bank's written approval will become automatically null and void.
Chapter II
PROCEDURES AND APPLICATION FOR APPROVAL FOR PROVISIONAL LISTS OF PERSONNEL OF CREDIT INSTITUTIONS AND FOREIGN BANKS’ BRANCHES
Article 6. Application for approval for provisional lists of personnel of credit institutions
An application for approval for provisional list of personnel of a credit institution includes:
1. A document of the credit institution requesting the State Bank to approve the list of its personnel application for approval for provisional lists of personnel of the credit institution, which contains at least:
a) Reasons for election or appointment;
b) Provisional list of personnel, which specifies full names, titles and supervisory unit; titles before and after election or appointment carried out at the credit institution;
c) Composition and list of members of Board of Directors, members of Board of Members and members of Board of Controllers before and after the election or appointment (in the case of election or appointment of members of Board of Directors, members of Board of Members or members of Board of Controllers). To be specific:
(i) Regarding the credit institution being a joint-stock company: clearly state the number of members of Board of Directors, the number of independent members and non-executive members of the Board of Directors, the number of members who are related persons prescribed in Clause 2 Article 62 of the Law on Credit Institutions; the number of members of Board of Directors, number of full-time members of Board of Controllers;
(ii) Regarding the credit institution being a limited liability company: clearly state the number of members of Board of Directors, the number of members of Board of Controllers, the number of full-time members of Board of Controllers.
d) A document about the assessment of fulfillment of conditions and standards in accordance with the Law on Credit Institutions and relevant regulations of law by personnel to be elected or appointed, including the assessment of fulfillment of each condition.
2. A document ratifying the provisional list of personnel of the credit institution (clearly stating the term of the Board of Directors, Board of Members or Board of Controllers), to be specific:
a) The credit institution that is a joint-stock company shall submit a Resolution of the Board;
b) The credit institution that is a single-member limited liability company shall submit a document issued by its owner;
c) The credit institution that is a multi-member limited liability company shall submit:
(i) a document issued by the competent representatives of the capital contributors (in case of the appointment of members of Board of Members or members of Board of Controllers);
(ii) the Resolution of Board of Members (in case of appointment of Director General (Director)).
3. Resumé of personnel to be elected or appointed, made using the sample in the Appendix 01 hereof.
4. Criminal record of personnel to be elected or appointed:
a) In case the proposed personnel holds Vietnamese nationality, his/her criminal record must be issued by the agency managing criminal record database and contain sufficient information about criminal records (including the criminal records that have been or not been expunged) and prohibition from holding certain positions, incorporation and management of enterprises and cooperatives;
b) In case the proposed personnel does not hold Vietnamese nationality, his/her criminal record or an equivalent document (which contains sufficient information about criminal records, including the criminal records that have been or not been expunged, and about prohibition from holding certain positions, incorporation and management of enterprises and cooperatives) must be issued by a Vietnamese competent authority or foreign competent authority as prescribed.
The criminal record or equivalent document must be issued by a competent authority before the credit institution submits the application for approval for the provisional list of personnel for a maximum of 06 months.
5. A list of the persons relating to the personnel to be elected or appointed, made using the sample in the Appendix 02 hereof.
6. Copies of diplomas and certificates proving professional qualifications of the personnel to be elected or appointed; if diploma of a Vietnamese person is issued by a foreign educational institution, it must be recognized by the Ministry of Education and Training in accordance with relevant regulations of law.
7. Documentary evidences for fulfillment of standards and conditions by the personnel expected to hold the position of member of Board of Director or member of Board of Members of the credit institution as prescribed in Point d Clause 1 Article 50 of the Law on Credit Institutions, to be specific:
a) Regarding the condition “have at least 03 years’ experience of working as a manager or executive of a credit institution or at least 05 year’s experience of working as a manager or executive of a finance, banking, accounting or audit enterprise”:
(i) A copy of the enterprise registration certificate (regarding the enterprise that is not a credit institution);
(ii) Contents of Charter of the credit institution or enterprise about the manager and executive;
(iii) A document issued by the competent representative of the unit where the personnel worked or is working, which certifies his/her position and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position.
b) Regarding the condition “have at least 05 years’ experience of working as a manager or executive of an enterprise whose equity is not smaller than the legal capital of a credit institution”:
(i) Contents of Charter of the credit institution or enterprise about the manager and executive;
(ii) Copies of financial statements audited by the independent audit organization of the enterprise where the proposed personnel worked or is working;
(iii) A document issued by the competent representative of the enterprise where the personnel worked or is working, which certifies his/her position and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position.
(c) Regarding the condition “have at least 05 years’ experience of working in a finance, banking accounting or audit department”: A document issued by the competent representative of the unit where the personnel worked or is working, which certifies he/she has worked in the finance, banking accounting or audit department and period of time over which he/she has worked in such department or copies of documents proving the department where he/she has worked and period of time over which he/she has undertaken his/her tasks in such department.
8. Documentary evidences for fulfillment of standards and conditions by the personnel expected to hold the position of Director General (Director) of the credit institution as prescribed in Point d Clause 4 Article 50 of the Law on Credit Institutions, to be specific:
a) Regarding the condition “have at least 05 year’s experience of working as an executive of a credit institution”:
(i) Contents of Charter of the credit institution or enterprise about the executive;
(iii) A document issued by the competent representative of the credit institution where the personnel worked or is working, which certifies his/her position and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position.
b) Regarding the condition “have at least 05 years’ experience of holding the position of Director General (Director) or Deputy Director General (Deputy Director) of an enterprise whose equity is not smaller than the legal capital of a credit institution and at least 05 years’ experience of working in the finance, banking, accounting or audit field”:
ii) Copies of financial statements audited by the independent audit organization of the enterprise where the proposed personnel held or is holding the position of Director General (Director) or Deputy Director General (Deputy Director);
(ii) A document issued by the competent representative of the enterprise where the personnel worked or is working, which certifies his/her position and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position;
(iii) A document issued by the competent representative of the unit where the personnel worked or is working, which certifies he/she has worked in the finance, banking accounting or audit field and period of time over which he/she has worked in such field or copies of documents proving the field that he/she has been in charge of and period of time over which he/she has undertaken his/her tasks in such field.
(c) Regarding the condition “have at least 10 years’ experience of working in the finance, banking, accounting or audit field”: A document issued by the competent representative of the unit where the personnel worked or is working, which certifies he/she has worked in the finance, banking accounting or audit field and period of time over which he/she has worked in such field or copies of documents proving the field that he/she has been in charge of and period of time over which he/she has undertaken his/her tasks in such field.
9. Documentary evidences for fulfillment of the standard and condition “have at least 03 years’ experience of working in the finance, banking, accounting or audit field” by the personnel expected to hold the position of member of Board of Controllers of the credit institution as prescribed in Point c Clause 3 Article 50 of the Law on Credit Institutions: A document issued by the competent representative of the unit where the personnel worked or is working, which certifies he/she has worked in the finance, banking accounting or audit field and period of time over which he/she has worked in such field or copies of documents proving the field that he/she has been in charge of and period of time over which he/she has undertaken his/her tasks in such field.
10. Regarding the personnel to be elected or appointed in the cases specified in Points dd and e Clause 2 Article 33 of the Law on Credit Institutions: a document issued by the competent authority appointing the proposed personnel as the representative of the State’s stakes at the credit institution.
Article 7. Application for approval for proposal for appointment of Director General (Director) of a foreign bank’s branch
1. A document issued by the foreign bank's branch requesting the State Bank to approve  the proposal for appointment of Director General (Director) of a foreign bank’s branch in Vietnam, which contains at least:
a) Reasons for appointment of Director General (Director) of the foreign bank’s branch;
b) Full name, title and supervisory unit, number of passport, ID card or Citizen ID of the appointed Director General (Director);
c) A document about the assessment of fulfillment of conditions and standards in accordance with the Law on Credit Institutions and relevant regulations of law by the Director General (Director) to be appointed, including the assessment of fulfillment of each condition.
2. A document issued by the competent representative of the foreign bank ratifying the proposal for appointment of Director General (Director) of the foreign bank’s branch in Vietnam.
3. Documents prescribed in Clauses 3, 4, 5, 6 and 8 Article 6 of this Circular.
Article 8. Procedures for approval for provisional lists of personnel of credit institutions and foreign banks’ branches
1. The credit institution or foreign bank’s branch shall prepare an application as prescribed in Articles 6 and 7 of this Circular and submit it to the State Bank (Central Banking Inspection and Supervision Authority). If the application is unsatisfactory, within 07 working days from the receipt of the application, the State Bank (Central Banking Inspection and Supervision Authority) shall request the credit institution or foreign bank’s branch in writing to complete it.
2. The credit institution or foreign bank’s branch shall complete the application at the request of the State Bank within up to 45 working days from the date on which additional documents are requested in writing by the the State Bank (Central Banking Inspection and Supervision Authority). After the aforementioned time limit, the credit institution or foreign bank’s branch shall re-submit an application as prescribed in this Circular to the State Bank for consideration and approval.
3. Within 30 working days from the receipt of satisfactory application prescribed in Articles 6 and 7 of this Circular, the State Bank shall send a written approval or written rejection of the provisional list of the credit institutions or foreign bank’s branch. In case of rejection, a written explanation shall be provided.
Chapter III
RESPONSIBILITIES OF RELEVANT UNITS
Section 1: RESPONSIBILITIES OF CREDIT INSTITUTIONS AND FOREIGN BANKS’ BRANCHES
Article 9. Reviewing standards and conditions to be satisfied by personnel
Credit institutions and foreign banks’ branches shall review and assess personnel's fulfillment of standards and conditions as prescribed by law and take legal responsibility for the adequacy, accuracy and truthfulness of the documents provided for the State Bank.
Article 10. Following procedures related to election or appointment of personnel
1. Prepare and complete applications upon request and follow procedures for requesting the State Bank to approve provisional lists of personnel in accordance with regulations of this Circular and relevant regulations of law.
2. Elect or appoint personnel as prescribed by law and on the basis of the provisional lists of personnel approved by the State Bank.
Article 11. Complying with reporting regulations
1. Promptly notify the State Bank (Central Banking Inspection and Supervision Authority) in writing of:
a) Changes related to fulfillment of standards and conditions by personnel to be elected or appointed that occur during the State Bank’s approval for provisional lists of personnel.
b) Changes related to fulfillment of standards and conditions by personnel to be elected or appointed that occur from the date on which the State Bank grants the written approval for provisional lists of personnel to the date on which the personnel is elected or appointed.
2. Within 10 working days from the date of election or appointment of President and members of Board of Directors, President and members of Board of Members, Head and members of Board of Controllers or Director General (Director), the credit institution or foreign bank’s branch shall send a notification containing the list of elected or appointed persons to the State Bank according to the Appendix 03 hereof. To be specific:
a) The credit institution that is a limited liability company, credit institution that is a joint-stock company whose headquarters is located in a province or central-affiliated city (hereinafter referred to as “province or city”) where the Banking Inspection and Supervision Department is located shall submit the notification to the Central Banking Inspection and Supervision Authority.
b) The credit institution that is a joint-stock company whose headquarters is located in a province or city where the Banking Inspection and Supervision Department is not located shall submit the notification to the branch of the State Bank of the province or city where the headquarters of the credit institution that is a joint-stock company is located and the Central Banking Inspection and Supervision Authority.
Section 2: RESPONSIBILITIES OF AFFILIATES OF THE STATE BANK
Article 12. Responsibilities of the Central Banking Inspection and Supervision Authority
1. Within 20 working days from the receipt of satisfactory application submitted by the credit institution or foreign bank’s branches as prescribed, Central Banking Inspection and Supervision Authority shall be in charge of assessing the fulfillment of application requirements, standards and conditions by credit institutions and foreign banks’ branches in accordance with regulations of the Law on Credit Institutions and this Circular; see opinions of relevant units; consolidate and submit applications for approval for provisional lists of personnel of credit institutions and foreign banks’ branches to the Governor of the State Bank who will grants written approval or written rejection.
2. Receive notifications sent by credit institutions and foreign banks’ branches as specified in Clause 1 Article 11 of this Circular; consider and give opinions to the Governor of the State Bank about the fulfillment of standards and conditions by proposed personnel or propose solutions therefor.
3. Receive and review notifications of credit institutions (except the credit institution that is a joint-stock company whose headquarters is located in a province or city where the Banking Inspection and Supervision Department is not located) and foreign banks’ branches as specified in Clause 2 Article 11 of this Circular. If errors are found, the Central Banking Inspection and Supervision Authority shall request the credit institutions and foreign banks’ branches to correct them or propose correction measures to the Governor of the State Bank.
Article 13. Responsibilities of branches of the State Bank of provinces or cities where the headquarters of the credit institution that is a joint-stock company is located (except for provinces or cities where the Banking Inspection and Supervision Department is located)
1. Branches of the State Bank of provinces or cities shall give written opinions at the request of the Central Banking Inspection and Supervision Authority within 05 working days from the date on which the written request is received.
2. Receive and review notifications of the credit institution that is a joint-stock company as specified in Point b Clause 2 Article 11 of this Circular. If errors are found, the State Bank shall request the credit institution to correct them or propose measures for correction of errors beyond its power to the Governor of the State Bank.
Article 14. Responsibilities of other relevant affiliates of the State Bank
Relevant affiliates of the State Bank shall give written opinions at the request of the Central Banking Inspection and Supervision Authority within 05 working days from the date on which the written request is received.
Chapter IV
IMPLEMENTATION CLAUSE
Article 15. Transition clause
The application for approval for provisional lists of personnel of credit institutions and branches of foreign banks that is received before the effective date of this Circular shall continue to be considered and processed under the guidance of the State Bank at the time of receipt.
Article 16. Effect
1. This Circular comes into force from November 01, 2018.
2. The following regulations are repealed:
a) Section 3 Chapter II; Article 21; Clauses 1 and 2 Article 43; Article 44; Regulations on approval for personnel specified in Articles 16, 46, 47, 48, 49, 50 and 51 of the Circular No. 06/2010/TT-NHNN dated February 26, 2010 of the Governor of the State Bank.
b) Regulations on approval for personnel specified in Section II Part III; Section III Part III; Circular No. 03/2007/TT-NHNN dated June 05, 2007 of the Governor of the State Bank;
c) Decision No. 516/2003/QD-NHNN dated May 26, 2003 of the Governor of the State Bank and Decision No. 14/2006/QD-NHNN dated April 04, 2006 of the Governor of the State Bank.
Article 17. Implementation organization
The Chief of Office, the Chief Inspector of the Central Banking Inspection and Supervision Authority, heads of affiliates of the State Bank, Directors of branches of the State Bank of provinces and cities, Presidents and members of Board of Directors and Board of Members, heads and members of Board of Controllers, Directors General (Directors) of credit institutions and Directors General (Directors) of foreign banks’ branches are responsible for the implementation of this Circular./. 
 
PP. THE GOVERNOR
THE DEPUTY GOVERNOR
(Signed and sealed)




Nguyen Dong Tien
(This translation is for reference only)



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