Decision No. 1407/2004/QD-NHNN dated November 1, 2004 of the State Bank of Vietnam promulgating the Regulation on public disclosure of financial statements by Joint-stock commercial banks

DECISION

PROMULGATING THE REGULATION ON PUBLIC DISCLOSURE OF FINANCIAL STATEMENTS BY JOINT-STOCK COMMERCIAL BANKS

THE STATE BANK GOVERNOR

Pursuant to December 12, 1997 Vietnam State Bank Law No. 01/1997/QH10 and Credit Institutions Law No. 02/1997/QH10; June 17, 2003 Law No. 10/2003/QH11 Amending and Supplementing a Number of Articles of Vietnam State Bank Law; and June 15, 2004 Law No. 20/2004/QH11 Amending and Supplementing a Number of Articles of Vietnam State Bank Law;

Pursuant to June 17, 2003 Accounting Law No. 03/2003/QH11;

Pursuant to the Government's Decree No. 166/1999/ND-CP of November 19, 1999 on the financial regime applicable to credit institutions;

Pursuant to the Government's Decree No. 49/2000/ND-CP of September 12, 2000 on organization and operation of commercial banks;

Pursuant to the Government's Decree No. 86/ND-CP of November 5, 2002 on tasks, powers and State management responsibilities of the ministries and ministerial-level agencies;

At the proposal of the director of the Department for Banks and Non-Bank Credit Institutions,

DECIDES:

Article 1.- To promulgate together with this Decision the Regulation on public disclosure of financial statements by joint-stock commercial banks.

Article 2.- This Decision takes effect 15 days after its publication in the Official Gazette.

Article 3.- The director of the Office, the director of the Department for Banks and Non-Bank Credit Institutions, the heads of the concerned units of Vietnam State Bank, the directors of the State Bank's branches in the provinces or centrally-run cities where joint-stock commercial banks are headquartered, the chairmen of the managing boards and the general directors (directors) of the joint-stock commercial banks shall have to implement this Decision.

REGULATION

ON PUBLIC DISCLOSURE OF FINANCIAL STATEMENTS BY JOINT-STOCK COMMERCIAL BANKS

(Promulgated together with the State Bank Governor's Decision No. 1407/2004/QD-NHNN of November 1, 2004)

Chapter I

GENERAL PROVISIONS

Article 1.- Objects and scope of regulation

1. Joint-stock commercial banks licensed to operate in Vietnam under the Law on Credit Institutions must publicly disclose their financial statements according to the provisions of this Regulation.

2. The public disclosure of financial statements by joint-stock commercial banks aims to help investors and clients grasp each bank's practical operation, making their evaluation and consideration before establishing economic relations and conducting transactions with joint-stock commercial banks.

3. Information contents in financial statements to be disclosed by joint-stock commercial banks are prescribed in Article 3 of this Regulation.

Article 2.- Interpretation of terms

In this Regulation, the following terms are construed as follows:

1. Accounting period means a period determined from the time when accounting units start making entries in accounting books to the time they finish the making of entries in accounting books and close the accounting books for making financial statements. Accounting periods include annual accounting period, quarterly accounting period and monthly accounting period and are prescribed as follows:

a/ An annual accounting period lasts for 12 months, counting from the beginning of January 1 till the end of December 31 of the calendar year;

b/ A quarterly accounting period lasts for 3 months, counting from the beginning of the first day of the first month of a quarter till the end of the last day of the last month of such quarter;

c/ A monthly accounting period lasts for one month, counting from the beginning of the first day till the end of the last day of the month.

2. Accounting regime means regulations guiding the accounting in a domain or some specific jobs, promulgated by the agency in charge of State management over accounting or by organizations authorized by the agency in charge of State management over accounting.

3. Accounting standards include basic accounting principles and methods for making entries in accounting books and making financial statements.

4. Calculation units used in accounting: The currency unit shall be Vietnam dong (with national symbol being "đ" and international symbol being "VND"). For economic or financial operations where foreign currencies are used, arising money amounts must be recorded in original foreign currencies and Vietnam dong converted at the foreign exchange rates announced by Vietnam State Bank at the time such amounts arise, except otherwise prescribed by law. For foreign currencies having no exchange rates with Vietnam dong, they must be converted through another foreign currency which has an exchange rate with Vietnam dong.

5. Financial statements:

a/ Financial statements shall be made according to the accounting standards and the accounting regime, and used for summing up and explaining the economic and financial status of accounting units.

b/ Financial statements of joint-stock commercial banks include:

- Accounting balance sheet;

- Report on business operation results;

- Cash flow report;

- Financial statement explanation.

c/ Financial statements must be signed and affixed seals by their makers, chief accountants and general directors (directors) of joint-stock commercial banks. Persons who sign and affix seals on financial statements must take full responsibility before law for the contents of statements.

Chapter II

SPECIFIC PROVISIONS

Article 3.- Types of financial statement and contents of principal information in financial statements publicly disclosed by joint-stock commercial banks

1. Information contents in financial statements publicly disclosed by joint-stock commercial banks on a quarterly basis shall be the quarterly accounting balance sheets (made according to a set form, not printed herein). Depending on their practical conditions and situation, joint-stock commercial banks may decide by themselves on the public disclosure of information contents in quarterly financial statements.

2. Information contents in financial statements publicly disclosed by joint-stock commercial banks on an annual basis shall be the annual accounting balance sheets and reports on business operation results (made according to a set form, not printed herein). Joint-stock commercial banks must publicly disclose information contents in annual financial statements.

Annual financial statements of joint-stock commercial banks, when being publicly disclosed, must be enclosed with conclusions of independent auditing organizations.

3. Joint-stock commercial banks which have already been listed on the securities market, apart from publicly disclosing information according to this Regulation, shall have to publicly disclose other information according to law provisions on securities.

Article 4.- Form of and time limit for disclosure

1. Form of information disclosure: Joint-stock commercial banks must publicly disclose information in their annual financial statements at their head offices and operation places, and publish them on central and local newspapers for three consecutive issues. Besides, joint-stock commercial banks shall decide by themselves to publicly disclose their financial statements' information on their websites; publications (annual statements...); notify them in writing to the State management agencies; disclose information through press conferences; or announce information through central and local radio or television stations.

2. Time limits for publicly disclosing financial statements:

2.1. Joint-stock commercial banks must publicly disclose their annual financial statements within 120 days after the end of a fiscal year.

2.2. Joint-stock commercial banks may choose by themselves the form and time limit for publicly disclosing information in their quarterly financial statements.

3. Within 10 working days after the date of publicly disclosing financial statements according to the provisions of Clause 2 of this Article, joint-stock commercial banks shall have to send the originals or certified copies of financial statements already publicly disclosed to the State Bank's branches in the provinces or centrally-run cities where they are headquartered and Vietnam State Bank (the Department for Banks and the State Bank Inspectorate).

4. Joint-stock commercial banks shall have to answer questions at requests of the State management agencies, their stockholders, clients or partners regarding the publicly disclosed information contents.

Article 5.- Regulations on information disclosure

1. Joint-stock commercial banks must disclose information which is accurate and true to their practical organization and operation situation.

2. Joint-stock commercial banks must not disclose changes in the already disclosed information contents on their practical organization and operation without having justified plausible reasons therefor and obtained written approval thereof from the State Bank's branches in the provinces or centrally-run cities where they are headquartered.

3. Joint-stock commercial banks must not disclose contradictory information.

Article 6.- Cases of delayed or postponed information disclosure

1. In cases where they cannot disclose information in their financial statements within the prescribed time limit, joint-stock commercial banks shall have to report such in writing to the State Bank's branches in the provinces or centrally-run cities where they are headquartered, clearly stating the reasons for failure to disclosure information within the prescribed time limit and the estimated time limit for information disclosure to the State Bank Governor for consideration and decision. Only after obtaining the State Bank Governor's approval, can joint-stock commercial banks delay the information disclosure.

2. The State Bank Governor shall consider and approve the non-disclosure or postponed disclosure of information in financial statements of joint-stock commercial banks when:

a/ Such information may affect security and defense, social order and safety, national interests and safety of the banking system;

b/ Such information may reveal business secrets or cause harms to joint-stock commercial banks;

c/ Such information may cause misunderstandings and affect interests of investors.

Article 7.- Organizations and individuals that commit acts of violating this Regulation shall, depending on the nature and seriousness of their violations, be handled according to law provisions.

Article 8.- Responsibilities of the State Bank's branches in the provinces or centrally-run cities: To urge and request joint-stock commercial banks headquartered in their localities to publicly disclose their annual financial statements in strict compliance with the provisions of Article 4 of this Regulation.

Article 9.- Responsibilities of the units at the head office of the State Bank:

1. The Department for Banks and Non-Bank Credit Institutions:

a/ To guide the State Bank's branches in the provinces or centrally-run cities and joint-stock commercial banks in implementing this Regulation.

b/ To propose measures for handling matters related to the public disclosure of financial statements of joint-stock commercial banks.

2. The State Bank Inspectorate shall have to elaborate regulations on administrative sanctioning and handling of violation acts of joint-stock commercial banks in publicly disclosing information in financial statements prescribed in Article 5 of this Regulation.

3. Other concerned units under the State Bank of Vietnam shall have to examine and report to the State Bank Governor on matters related to the public disclosure of financial statements by joint-stock commercial banks.

Article 10.- The amendment and supplementation of the provisions of this Regulation shall be decided by the State Bank Governor.