VietnameseDecision No. 324-QD/NH5 dated September 30, 1997 of the State Bank ratifying the statute on the organization and operation of the Bank for Foreign Trade of Vietnam
ATTRIBUTE
Decision No. 324-QD/NH5 dated September 30, 1997 of the State Bank ratifying the statute on the organization and operation of the Bank for Foreign Trade of Vietnam
| Issuing body: | State Bank of Vietnam | Effective date: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Official number: | 324-QD/NH5 | Signer: | Do Que Luong |
| Type: | Decision | Expiry date: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Issuing date: | 30/09/1997 | Effect status: | Known Please log in to a subscriber account to use this function. Don’t have an account? Register here |
| Fields: | Finance - Banking , Organizational structure |
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THE STATE BANK -------- | SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------- |
No. 324/QD-NH5 | Hanoi , September 30, 1997 |
DECISION
RATIFYING THE STATUTE ON THE ORGANIZATION AND OPERATION OF THE BANK FOR FOREIGN TRADE OF VIETNAM
THE GOVERNOR OF THE STATE BANK
Pursuant to the Law on State Enterprises of April 20, 1995;
Pursuant to the Ordinance on the State Bank of Vietnam, the Ordinance on Banks, Credit Cooperatives and Financial Companies promulgated together with Order No.37/LCT-HDNN8 and Order No.38/LCT-HDNN8 of May 24, 1990 of the President of the State Council;
Pursuant to Decree No.15-CP of March 2, 1993 of the Government on the tasks, powers and State management responsibilities of the ministries and the ministerial-level agencies;
Pursuant to Document No.3329/DMDN of July 11, 1996 of the Government empowering the Governor of the State Bank to sign the decision on the re-establishment of the Bank for Foreign Trade of Vietnam;
Pursuant to Document No.3575/DMDN of July 18, 1997 of the Government empowering the Governor of the State Bank to temporarily ratify the Statute on the Organization and Operation of the State-Owned Banks;
At the proposals of the chairman of the Managing Board of the Bank for Foreign Trade of Vietnam and the head of the Financial Regulations Department of the State Bank of Vietnam,
DECIDES:
Article 1.- To ratify the Statute on the Organization and Operation of the Bank for Foreign Trade of Vietnam, that includes 12 Chapters, 57 Articles and is attached to this Decision.
Article 2.- This Decision takes effect 15 days after its signing and shall replace Decision No.252/QD-NH5 of November 11, 1992 of the Governor of the State Bank allowing the application of the Statute of the Bank for Foreign Trade of Vietnam.
Article 3.- The chairman of the Managing Board and the General Director of the Bank for Foreign Trade of Vietnam, the head of the Financial Regulations Department, the head of the Office, the chief inspector, the heads of the attached units of the Central State Bank, the Directors of branches of the State Bank in the provinces and cities directly under the Central Government shall have to implement this Decision.
FOR THE GOVERNOR OF THE STATE BANK DEPUTY GOVERNOR Do Que Luong |
STATUTE
ON THE ORGANIZATION AND OPERATION OF THE BANK FOR FOREIGN TRADE OF VIETNAM
(Ratified under Decision No.324-QD/NH5 of September 30, 1997 of the Governor of the State Bank)
Chapter I
GENERAL PROVISIONS
Article 1.- The Bank for Foreign Trade of Vietnam (hereafter referred to as the Bank for Foreign Trade for short) is a State enterprise of special category, comprising member units which are closely bound together in economic interests, finance, technology, information, training and marketing research in business activities; the Bank for Foreign Trade operates in the fields of monetary and credit business and services related to financial, monetary and banking activities.
The Bank for Foreign Trade was established under Decree No.115-CP of December 30, 1962 of the Government Council, then re-established under Decision No.286/QD-NH5 of September 21, 1996 of the Governor of the State Bank, as empowered by the Prime Minister, after the State corporation model stipulated in Decision No.90-TTg of March 7, 1994, with a view to enhancing the accumulation, concentration, professionalization and business cooperation to fulfill the tasks assigned by the State; and raising business capability and efficiency of the member units and the entire Bank for Foreign Trade, thus meeting demands of the national economy.
Article 2.- The Bank for Foreign Trade has:
1. The legal person status under the Vietnamese law.
2. Its proper name as "Ngan Hang Ngoai Thuong Vietnam".
Its international transaction name in English as the Bank for Foreign Trade of Vietnam, or Vietcombank in abbreviation.
3. Its head office located in Hanoi city.
4. Its organizational and operational statute, managerial and executive apparatus;
5. Its capital and properties, of which the statutory capital set by the Government is 1,100,000,000,000 VND (One thousand and one hundred billion Vietnam Dong); the Bank shall take responsibility for its debts within the capital and properties under the State ownership and its management.
6. Its own seal and bank accounts opened at the State Bank and other domestic and foreign banks.
7. Its property balance sheets and centralized funds as prescribed by law.
Article 3.- The duration of operation of the Bank for Foreign Trade is 99 years, from the date the Governor of the State Bank signed decision on its re-establishment after the State corporation model.
Article 4.- The Bank for Foreign Trade shall be managed by Managing Board and run by the General Director.
Article 5.- The Bank for Foreign Trade shall submit to the State management by the State Bank, the ministries, the ministerial-level agencies, the agencies attached to the Government and the People's Committees of the provinces and cities directly under the Central Government according to their prescribed functions; and at the same time submit to the management by these agencies in their capacity as the agencies excercising the owner's rights over a State enterprise as prescribed in the Law on State Enterprises and other provisions of law.
Article 6.- The organization of the Communist Party of Vietnam in the Bank for Foreign Trade shall operate in accordance with the Constitution and laws of the Socialist Republic of Vietnam State and the regulation of the Communist Party of Vietnam.
The Trade Union organization and other socio-political organizations in the Bank for Foreign Trade shall operate in accordance with the Constitution, law and their own statutes.
Chapter II
RIGHTS AND OBLIGATIONS OF THE BANK FOR FOREIGN TRADE
Section 1.- RIGHTS OF THE BANK FOR FOREIGN TRADE
Article 7.- The Bank for Foreign Trade shall have the following rights:
1. To manage and use the capital, land and other resources assigned to it by the State; and the mobilized capital, financial aid and borrowed capital as prescribed by law in order to achieve the objectives and perform the assigned or entrusted tasks.
2. To re-assign the resources that the Bank has received from the State to its member units for management and use, and readjust such resources, if necessary, in conformity with the overall development plan of the whole Bank for Foreign Trade.
3. To transfer, replace, lease, pledge or mortgage properties under its ownership, except for important properties and equipment which, as prescribed by the Government, require permission from the competent State agency on the principle of capital preservation and development; with regard to the land under its management and use right, the land legislation shall apply.
Article 8.- Under the provisions of law, the Bank for Foreign Trade shall have the right to organize the following professional activities:
1. Mobilizing capital:
a/ Receiving savings deposits, demand and time deposits and deposits for payment in Vietnam Dong or foreign currencies from all Vietnamese and foreign organizations and individuals;
b/ Issuing different kinds of certificate of deposit, bills of credit, time bills and the Bank's bonds and applying other forms of capital mobilization.
2. Receiving aid capital and entrusted investment capital from the Government, the State Bank as well as international and national organizations and individuals for programs on economic, social and cultural development.
3. Borrowing capital from the State Bank and other financial and credit institutions inside and outside the country, and from foreign organizations and individuals.
4. Lending:
a/ Providing economic organizations with short-, medium- and/or long-term loans in Vietnam Dong and foreign currencies; providing individuals and family households of all economic sectors with short-, medium- and/or long-term loans in Vietnam Dong;
b/ Discounting commercial bills, time bills, bonds and other papers of monetary value
5. Providing financial leasing services (including the import and re-export of the leased equipment).
6. Undertaking the payment through letters of credit (LCs), providing credit guaranty and re-guaranty, guaranty for bid participation and bidding and other guaranty and re-guaranty services for enterprises, financial and credit institutions inside and outside the country.
7. Conducting monetary and credit business and providing external banking services.
8. Making investment in forms of stock purchase, capital contribution, joint venture, purchase of assets and other investment forms, that involve other enterprises and financial-credit institutions.
9. Engaging in the pledge of movable assets.
10. Trading gold and silver, precious metals and gems (including the import-export thereof).
11. Providing payment services for customers.
12. Trading in securities and acting as broker or agent to issue securities for customers.
13. Keeping, preserving, and managing securities, papers of monetary value and other valuable assets for customers.
14. Providing consultancy services regarding monetary issues, banking agency, management of capital and investment development projects at the customers' request.
15. Investing in repairing, renovating and upgrading the pledged and mortgaged properties, that have been placed under the State ownership and the Bank's management, for use or trading; investing by itself or entering into joint venture for investment in the construction of material and technical bases in direct service of business and being allowed to lease the temporarily unused part of the material and technical bases.
16. Providing insurance services.
17. Engaging in other business lines as prescribed by law and with the permission of the competent State agency.
18/ Performing other professional services entrusted by the State and the State Bank.
Article 9.- The Bank for Foreign Trade shall have the right to organize its management and business as follows:
1. Organizing the managerial apparatus and business in conformity with the objectives and tasks assigned by the State.
2. Renewing technology and equipment.
3. Opening transaction offices, branches and representative offices inside and outside the country as prescribed by law.
4. Carrying out professional business activities defined in Article 8 of this Statute; expanding the business scope according to its capability and the market's demand.
5. Selecting markets and uniformly assigning such markets to its member units.
6. Providing detailed guidances for the implementation of the State's policies, regimes and regulations on banking activities. Promulgating documents on the regulations, rules and professional, technical and managerial procedures necessary for the Bank's business activities.
7. Under the regulations of the State Bank, the Bank for Foreign Trade shall be entitled to:
a/ Set specific interest rates for different kinds of deposits and loans;
b/ Determine the maximum amount of loan lent to a customer;
c/ Determine the rates of commission, fee, reward and fine applicable in the Bank's business and service activities;
d/ Determine the exchange rates in foreign currency trading.
8. Initiating lawsuits on economic and civil disputes and proposing the prosecution of criminal cases related to the Bank's activities.
9. Requesting the customers who wish to borrow capital to produce documents and dossiers and provide information on their production, business and financial situation so as to consider the lending and inspect the use of the Bank's loans.
10. Refusing credit relations and other business relations with customers if it deems that such relations are contrary to law and do not bring economic efficiency or the possibility to recover the capital.
11. Setting and applying labor norms and wage unit prices within the frameworks of norms and unit prices set by the State.
12. Recruiting, hiring, arranging, training laborers and dividing the responsibility for recruitment, hiring, arrangement and training of laborers; selecting forms of wage and reward payment and excercising other rights of the employer in accordance with the provisions of the Labor Code and other provisions of law; deciding the levels of wage and reward for laborers on the basis of the wage unit price, service charges and efficiency of operations of the Bank for Foreign Trade.
13. Directly signing agreements and contracts for business purposes, for scientific and technical cooperation and training of cadres of the Bank for Foreign Trade with organizations and individuals inside and outside the country. Inviting and receiving domestic and foreign business partners. Sending personnel of the Bank (including its member units) abroad for business, study, visit or survey tours; the sending of the Chairman of the Managing Board or the General Director abroad must be permitted by the Governor of the State Bank. The sending of other members of the Managing Board, the Control Commission and assistants to the Managing Board abroad shall be decided by the Chairman of the Managing Board. And the sending of the Deputy General Directors and other officials of the Bank for Foreign Trade abroad shall be decided by the General Director.
Article 10.- The Bank for Foreign Trade shall have the following financial management rights:
1. To be entitled to financial autonomy, to take initiative in business, pay costs and take self-responsibility for its business results, to preserve and develop the capital so as to ensure the growth of the Bank's operations and business activities.
2. To use its capital and funds to promptly meet business requirements on the principle of capital preservation, efficiency and compliance with the State Bank's regulations on ensuring safety in banking business activities and relevant provisions of law.
3. To borrow capital from the State Bank according to the regulations of the Governor of the State Bank and to mobilize capital for business activities without altering the form of State ownership over the Bank for Foreign Trade. Be entitled to issue bonds, time bills and bills of credit of the Bank and other papers of monetary value as prescribed by law; be entitled to mortgage the land use right associated with assets under its management for business loans at other credit organizations in accordance with the provisions of law.
4. To set up, manage and use the centralized funds in accordance with the provisions of law.
5. To be entitled to use the remaining profits in accordance with the provisions of law.
6. To be entitled to capital subsidies and business profit subsidies or other State's preferential treatment regimes when performing the tasks assigned by the Government.
7. To be entitled to investment or re-investment privileges as provided for by the State.
Article 11.- The Bank for Foreign Trade shall have the right to refuse and denounce requests of any organization or individual regarding the provision of banking services and other resources not prescribed by law, except for voluntary contributions for humanitarian and public utility purposes.
Section 2.- OBLIGATIONS OF THE BANK FOR FOREIGN TRADE
Article 12.- The Bank for Foreign Trade shall have the following obligations in managing its properties:
1. To receive and efficiently use, preserve and develop the capital allocated by the State; to receive and efficiently use the land and other resources assigned by the State for the achievement of the business objectives and the performance of the tasks assigned by the State.
2. To fulfill its commitments regarding:
a/ The repayment of deposits to depositors;
b/ The debts to be recovered or paid as stated in the property balance sheet of the Bank for Foreign Trade at the time of its establishment after the State corporation model;
c/ The payment of international credits it has borrowed from the Government or the State Bank for use to achieve its business objectives or the assigned objectives and to fulfill its assigned tasks;
d/ The payment of credits directly borrowed by the Bank or by its member units or customers under the Bank's guaranty according to the guaranty contracts, provided that such units or customers are incapable of paying due debts.
Article 13.- The Bank for Foreign Trade shall have the following obligations in managing its business activities:
1. To register its business and do business in accordance with the registered business line. To take civil responsibility for its commitments to customers; take responsibility before law for the results of its business activities; keep secret data on operations of its customers, except in case of a request from the competent State agency as prescribed by law.
2. To map out the development strategy, the five-year and annual plans in accordance with the tasks assigned by the State and the market demands.
3. To sign economic and civil contracts with its partners and organize the implementation thereof.
4. To contribute to meeting the monetary market's demands and play the leading role in monetary business activities, to ensure the major objectives in the implementation of the State's policies on monetary stabilization as assigned by the Governor of the State Bank.
5. To renew and modernize technology and mode of management; to use revenues from the transfer of properties for re-investment and renovation of equipment and technology of the Bank for Foreign Trade.
6. To fulfill its obligations toward the laborers as prescribed by the Labor Code, to ensure the laborers' participation in the management of the Bank.
7. To observe the State's regulations on the protection of natural resources, environment, national defense and security.
8. To observe the reporting, statistical and accounting regimes and the regimes of periodical and extraordinary reports as required by the State; to make extraordinary reports at the request of the owner's representatives; to take responsibility for the reports' authenticity.
9. To submit to the inspection by the owner's representatives; to comply with the inspection regulations of the State Bank, the financial agencies and the State competent agencies as prescribed by law.
10. To strictly observe the regimes and regulations on the management of capital, properties, funds as well as the accounting, cost- and-profit accounting and auditing regimes and other regulations of the State; to take responsibility for the authenticity of the Bank's financial activities.
11. To make public the Bank's annual financial statement and relevant information for a correct and objective evaluation of its activities in accordance with the regulations of the Ministry of Finance and the State Bank.
12. To fulfill all tax payment obligations and State budget remittances as prescribed by law. Properties transferred by the Bank for Foreign Trade among its member units in the form of capital increase or decrease shall not be subject to the registration fee; the internal circulation services between the member units in service of capital supply and business shall not be subject to the turnover tax.
Chapter III
THE MANAGING BOARD AND CONTROL COMMISSION OF THE BANK FOR FOREIGN TRADE
Article 14.-
1. The Managing Board of the Bank for Foreign Trade shall perform the function of managing the Bank's activities and take responsibility for the Bank's development in accordance with the tasks assigned by the State.
2. The Managing Board shall have the following powers and tasks:
a/ To receive the capital (including debts regarded as capital), land and other resources assigned to the Bank for Foreign Trade by the State;
b/ To consider and ratify the plan proposed by the General Director on the allocation of capital and other resources to the Bank's member units as well as the plan on the readjustment of capital and other resources among the member units; to inspect and supervise the implementation of such plans;
c/ To inspect and supervise all activities within the Bank, including the use, preservation and development of the assigned capital and resources, the execution of resolutions and decisions of the Managing Board, the observance of the provisions of law and the fulfillment of obligations toward the State;
d/ To approve the General Director's proposal to be submitted to the Governor of the State Bank for ratification of the Bank's strategy, its planning, long-term development plan and five-year plan; to decide the objectives and annual plans of the Bank and report them to the Governor of the State Bank so that the General Director assign them to the Bank's member units;
e/ To organize the evaluation of new investment plans and projects on investment cooperation with foreign parties, which involve capital managed by the Bank for Foreign Trade; and submit them to the competent agency for ratification
f/ To submit to the Governor of the State Bank for ratification or to decide, under the authorization of the Governor of the State Bank, the capital contribution to joint venture projects and stock purchase in accordance with the regulations of the Government and the State Bank; to decide economic contracts of high value;
g/ To ratify and supervise the application of the interest rates, the rates of commission, fee, reward and fine set for customers in each period of the Bank's business activities, as well as the norms and economic-technical criteria, including the wage unit price and service charges applicable to the customers and within the Bank at the proposal of the General Director on the basis of the general regulations of the banking branch and the State;
h/ To elaborate and submit to the Governor of the State Bank for ratification the Statute on the Organization and Operation of the Bank for Foreign Trade and the amendments and supplements thereto. To ratify the organizational and operational statutes and regulations of the Bank's member units and the amendments and supplements thereto at the proposal of the General Director. To decide the establishment of the Bank's transaction offices, branches and representative offices inside and outside the country in accordance with the provisions of law. To approve the management and business organization plan submitted by the General Director. To propose the establishment, splitting, merger or dissolution of member units in accordance with the provisions of law;
i/ To ratify draft legal documents guiding in detail the implementation of policies, regimes and regulations of the State on banking activities as well as the draft rules, regulations as well as technical, professional and managerial norms in business activities of the Bank for Foreign Trade so that they shall be signed for issuance by the General Director;
j/ To draw up and issue the operational regulation of the Managing Board, the organizational and operational regulation of the Control Commission; and ratify the working regime of the internal inspection apparatus of the Bank for Foreign Trade;
k/ To ratify the financial regulations, labor regulations and wage, commendation and discipline regulations to be applied in the whole Bank as prescribed by law;
l/ To submit to the Governor of the State Bank:
- The appointment, dismissal, commendation, discipline or replacement of members of the Managing Board in accordance with the regulation of the Government;
- The approval of the headship of the Control Commission;
- The appointment, dismissal, commendation or discipline of the Deputy General Directors and the chief accountant of the Bank for Foreign Trade;
m/ To decide the appointment, dismissal, commendation or discipline of other members of the Control Commission;
To decide the appointment, dismissal, commendation or discipline of the Directors of the member units, the head of the internal inspection bureau and the persons directly managing the Bank's contributed capital at other enterprises at the proposal of the General Director;
To decide the total payroll of the managerial, executive and business apparatus of the Bank and adjust it, if necessary, at the proposal of the General Director.
n/ To ratify the plan proposed by the General Director on the establishment and use of the centralized funds in accordance with the current regulations and corresponding to the business and financial plans of the Bank for Foreign Trade;
o/ To approve the increase of the Bank's statutory capital, the guaranty of loans and liquidation of properties of the member units, which shall be decided by the General Director; the liquidation of important properties and equipment, as prescribed by the Government must be submitted to the Governor of the State Bank and the Ministry of Finance for decision in accordance with the provisions of law; to approve the annual plans on capital mobilization (in any form) of the independent cost-profit accounting member units so that the General Director shall decide them in accordance with the provisions of law;
p/ To adopt the quarterly, biannual and annual reports on the Bank's activities, the general financial statement (including the property balance sheet) and the annual final account statements of the Bank for Foreign Trade and its member units submitted by the General Director; to request the General Director to make public the annual financial statement of the Bank in accordance with the regulations of the Ministry of Finance and the State Bank;
q/ To adopt issues on legal proceedings and disputes related to the Bank at the proposal of the General Director so as to submit them to the Governor of the State Bank for decision, or decide such issues according to its competence; to propose the State Bank to submit to the Government for permission the placement of the Bank for Foreign Trade in the state of preservation;
r/ To promulgate the regulations on keeping secret in business, internal economic information and protection of State secrets as prescribed by law, which shall be submitted by the General Director for uniform application in the whole Bank for Foreign Trade;
s/ To decide the policies and principles on scientific and technical cooperation and training of the Bank's cadres inside and outside the country;
t/ To be entitled to express opinions on decisions of the State Bank's Inspectorate regarding the inspection and examination of the Bank for Foreign Trade; in case of any disagreement, it shall be reported to the competent agency for settlement;
u/ To ratify and decide other issues submitted by the General Director, according to his/her competence.
Article 15.-
1. The Managing Board shall be composed of 5 or 7 members appointed and dismissed by the Governor of the State Bank. Criteria of the Managing Board members are stipulated in Article 32 of the Law on State Enterprises.
2. The Managing Board shall comprise a number of members working on a full-time basis, including the Chairman of the Managing Board and the General Director, and the head of the Control Commission; and a number of members working on a part-time basis, who are experts with experiences in the areas of banking, finance, business administration and law.
3. The Chairman of the Managing Board shall not concurrently be the General Director of the Bank for Foreign Trade.
4. The term of office of a member of the Managing Board shall be five years. A member of the Managing Board may be re-appointed. He/she shall be dismissed and replaced in one of the following cases:
a/ Violating law or Statute of the Bank for Foreign Trade;
b/ Being incapable of undertaking the assigned work and at the proposal of at least 2/3 of the incumbent members of the Managing Board;
c/ Asking for resignation for plausible reasons;
d/ Upon a decision on transfer or a new assignment;
5. The Chairman of the Managing Board shall have to organize the performance of the tasks and the exercise of powers of the Managing Board as prescribed in Item2, Article 14 of this Statute.
Article 16.- Working regime of the Managing Board:
1. The Managing Board shall work according to the collective regime and regularly meet once a month to consider and decide issues that fall under its competence and responsibilities. In case of necessity, the Managing Board may convene extraordinary meetings to handle urgent issues of the Bank for Foreign Trade, at the request of the Chairman of the Managing Board, the head of the Control Commission, the General Director or more than 50% of the Managing Board members.
2. The Chairman of the Managing Board shall convene and chair all the Managing Board's meetings; in case of his/her absence for plausible reasons, he/she shall authorize another member of the Managing Board to convene and chair the meetings.
3. A meeting of the Managing Board shall be considered valid only when it is participated by at least 2/3 of the Board's members. All documents of a meeting of the Managing Board must be sent to the Board's members and the invited delegates 3 to 5 days in advance. The contents and conclusions of a meeting of the Managing Board must be recorded in a minutes which must be signed by all members attending the meeting. The resolutions and decisions of the Managing Board shall take effect when they are voted for by more than 50 % of the total of the Managing Board's members. Members of the Managing Board shall have the right to reserve their opinions. Such reservations shall be made in writing with signature of the involved member and shall be filed in the relevant resolutions and decisions of the meeting.
4. When the Managing Board meets to consider issues on the development strategy, planning, five-year and annual plans, big investment projects, joint venture projects involving foreign parties and the annual financial statements or to promulgate the system of norms, economic and technical criteria of the Bank for Foreign Trade, it shall have to invite competent representatives of the concerned ministries and branches to attend the meeting; if there's an important content related to the local authority, it shall have to invite representatives of the provincial People's Committee to the meeting; if the content relates to the rights and obligations of the laborers in the Bank, it shall have to invite representatives of the Trade Union organizations of the banking branch. The invited representatives shall have the right to speak at the meeting but shall not participate in voting; if detecting that the resolutions and decisions of the Managing Board harm the common interests, they shall be entitled to send a petition to the Managing Board and at the same time report to the heads of the agencies that they represent for consideration and settlement according to their competence. In case of necessity, the heads of such agencies shall report to the Prime Minister.
5. The resolutions and decisions of the Managing Board shall be binding on the entire Bank for Foreign Trade. In case the General Director's opinions differ from the resolutions or decisions of the Managing Board, the General Director shall be entitled to reserve his/her opinions and petition to the competent State agency for handling. Pending a decision of the competent State agency, the General Director shall still have to abide by the resolutions and decisions of the Managing Board; the General Director of the Bank for Foreign Trade, the Directors of its member units shall have to provide fully and promptly necessary information related to the Bank's activities at the request of the Managing Board.
In case of necessity, the Managing Board may inspect all accounting books, documents and letters of transaction of the Bank and its member units, but must not affect the Bank's business activities.
The members of the Managing Board shall have to keep secret all information provided for them.
6. Expenditures on the operation of the Managing Board and the Control Commission, including wages and allowances for the members and assistants thereof, shall be included into the managerial expenditures of the Bank for Foreign Trade. The General Director shall ensure all necessary working conditions and facilities for the Managing Board and the Control Commission.
Article 17.- Assisting apparatus of the Managing Board:
1. The Managing Board shall use the executive apparatus and seal of the Bank for Foreign Trade to perform its tasks.
2. The Managing Board shall be assisted by at most 5 experts, who work on a full-time basis. The selection, replacement, commendation and discipline of the assistants to the Managing Board shall be decided by the Chairman of the Managing Board.
3. The Managing Board shall set up a Control Commission to assist it in inspecting and supervising the General Director, the assisting apparatus and the Bank's member units in their executive and financial activities as well as in their observance of the Bank's Statute, the execution of the resolutions and decisions of the Managing Board and in their observance of the State's laws.
Article 18.- Rights and responsibilities of members of the Managing Board:
1. The full-time members shall receive their basic wages according the wage scale set for the State employees and according to the wage distribution regime applicable to the State enterprises as provided for the Government; they shall also be entitled to rewards corresponding the business results of the Bank for Foreign Trade. The part-time members shall be entitled to responsibility allowances and rewards as provided for by the Government.
2. Members of the Managing Board must not:
a/ Place themselves in a position that restricts their honesty, public-mindedness and impartiality or causes contradictions between the Bank's interests and personal interests.
b/ Abuse their powers to seek profits or appropriate business opportunities of the Bank, thus damaging the Bank's interests.
c/ Take actions beyond the competence of the Managing Board as provided for in this Statute.
3. Members who are the Chairman of the Managing Board and the General Director of the Bank for Foreign Trade shall not be allowed to use his/her title to set up private enterprises, limited liability companies (including joint venture enterprises) or stock companies, to hold managerial and executive posts in private enterprises, limited liability companies or stock companies or to sign economic contracts with private enterprises, limited liability companies or stock companies where his/her spouses, parents or children hold managerial or executive posts.
4. The spouses, parents, children and siblings of the Chairman of the Managing Board and the General Director of the Bank for Foreign Trade must not be the chief accountant or cashier at the head office of the Bank or its member units.
5. The members of the Managing Board shall jointly take responsibility before the Governor of the State Bank and before law for the resolutions and decisions of the Managing Board; if they fail to fulfill the assigned tasks, violate the Statute of the Bank, make wrong decisions or make decisions ultra vires or abuse their powers, thus causing damage to the Bank and the State, they shall be held accountable therefor and make material compensation for such damage in accordance with the provisions of law.
Article 19.- The Control Commission:
1. The Control Commission is composed of 5 members including its head being a member of the Managing Board in accordance with the Board's assignment and four other members to be appointed, dismissed, commended or disciplined by the Managing Board, including one accountant, one recommended by the Congress of the Workers and Employees of the Bank for Foreign Trade, one recommended by the Governor of the State Bank and one recommended by General Director of the General Department for the Management of State's Capital and Properties at Enterprises. The head of the Control Commission, as assigned by the Managing Board, shall be recognized only under the approval by the Governor of the State Bank.
2. Members of the Control Commission must not be the spouses, parents, children or siblings of the General Director, the Deputy General Directors or the chief accountant of the Bank and must not hold any other posts in the managerial apparatus of the Bank or other credit organizations.
3. A member of the Control Commission must have the following qualifications:
a/ Being an experienced expert in banking, accounting, auditing, economic and financial domains, knowledgeable about laws;
b/ Having been working in the above-said areas for at least 5 years;
c/ Having no criminal records or having not been administratively sanctioned for violations related to economic activities;
d/ Being a virtuous, honest and independent person in his/her work.
4. The term of office of a member of the Control Commission is 5 years. A member of the Control Commission may be re-appointed or replaced during his/her term if he/she fails to fulfill the assigned tasks.
5. The members of the Control Commission shall enjoy wages and rewards as decided by the Managing Board according to the regulations of the State.
6. The organizational and operational regulation of the Control Commission shall be promulgated by the Managing Board.
Article 20.- Tasks, powers and responsibilities of the Control Commission:
1. To perform tasks assigned by the Managing Board regarding the inspection and supervision of executive activities of the General Director, the assisting apparatus and the member units of the Bank for Foreign Trade in their financial activities, in their observance of laws and the Bank's Statute as well as the execution of the resolutions and decisions of the Managing Board.
2. To submit quarterly and annual reports and specific reports to the Managing Board on the inspection and supervision results; promptly detect and immediately report to the Managing Board on unused activities with indications of law breaking in the Bank for Foreign Trade.
3. To participate and express opinions in meetings of the Managing Board.
4. Not to disclose the inspection and supervision results if it is not so permitted by the Managing Board; to take responsibility before the Managing Board and before law if intentionally ignoring or covering the violations of law.
Chapter IV
THE GENERAL DIRECTOR AND ASSISTING APPARATUS
Article 21.-
1. The General Director of the Bank for Foreign Trade shall be appointed, dismissed, commended or disciplined by the Governor of the State Bank at the proposal of the Managing Board. The General Director shall be the Bank's representative at law and shall take responsibility before the Managing Board, the Governor of the State Bank and before law for running the Bank's activities. The General Director shall have the highest executive power in the Bank for Foreign Trade.
2. The General Director shall be assisted by a number of Deputy General Directors who shall run one or a number of fields of activities of the Bank under the assignment by the General Director and take responsibility before the General Director and before law for the assigned tasks.
3. The chief accountant of the Bank for Foreign Trade shall assist the General Director in directing and organizing the implementation of the accounting and statistical work and shall have rights and tasks as prescribed by law.
4. The Office of the Bank for Foreign Trade and the specialized and professional sections as well as departments at the Bank's head office shall have the function of advising and assisting the Managing Board and the General Director in managing and running the Bank's work.
5. The internal inspection apparatus shall assist the General Director in inspecting the business activities of the Bank for Foreign Trade and its member units in accordance with the provisions of law and internal regulations of the Bank.
Article 22.- The General Director shall have the following tasks and powers:
1. To sign together with the Chairman of the Managing Board, the receipt of the capital, land and other resources of the State for management and use according to the objectives and tasks assigned to the Bank for Foreign Trade by the State. To allocate the capital and resources received from the State to the member units according to the plan approved by the Managing Board. To propose to the Managing Board the plan for the adjustment of capital and other resources when re-assigning them to the Bank's member units and make adjustments when there is a change of such units' tasks in the form of capital increase or decrease.
2. To elaborate and organize the implementation of the plan for the mobilization and efficient use of capital, preserving and developing capital according to the plan approved by the Managing Board.
3. To draw up the development strategy, the long-term and annual plans, the programs of action, new-investment and intensive investment plans and projects, projects on investment cooperation with foreign parties, joint venture projects and projects for business cooperation between member units, the plans for training and re-training the Bank's cadres and measures for the implementation of economic contracts of high value so as to submit them to the Managing Board for consideration and decision or for further submission to the State Bank and the competent State agencies for decision. To organize the implementation of the ratified plans, programs, projects and measures.
4. To run the business activities of the Bank for Foreign Trade; take responsibility for the results of the Bank's business activities; to fulfill the tasks and major objectives in the implementation of the State's policies on monetary stabilization as assigned by the Governor of the State Bank to the Bank for Foreign Trade; take responsibility before the Managing Board, the Governor of the State Bank and before law for the fulfillment of the above objectives and tasks in accordance with the regulations of the State.
5. To set and submit to the Managing Board for ratification different interest rates, the rates of commission, reward and fine applicable to customers in each period of business operation of the Bank, as well as the economic-technical norms, criteria, wage unit price and service charges in conformity with the general regulations of the branch and the State. To organize the implementation and inspect the implementation of the norms, criteria and unit price in the whole Bank for Foreign Trade.
6. On the basis of the policies, regimes and regulations on operations of the State-owned banks, to draw up and submit to the Managing Board for approval the draft regulations, rules as well as professional, technical and managerial norms in business activities of the Bank, which shall be signed for their promulgation.
7. To propose the Managing Board to submit to the Governor of the State Bank for decision the appointment, dismissal, commendation or discipline of the Deputy General Directors and the chief accountant of the Bank for Foreign Trade.
To propose the Managing Board to appoint, dismiss, commend or discipline the Directors of the member units, the head of the internal inspection bureau and the persons directly managing the contributed capital of the Bank for Foreign Trade at other enterprises.
To appoint, dismiss, commend or discipline the deputy directors, the chief accountants of the member units, directors of the units attached to the member units and other equivalent posts at the proposal of the directors of the member units.
To appoint, dismiss, commend or discipline the heads and deputy heads of the sections and departments, the head and deputy head(s) of the Bank's Office, the chief inspector and inspectors of the Bank for Foreign Trade.
8. To design and submit to the Managing Board for decision the total payroll of the managerial and business apparatus of the Bank for Foreign Trade, and the adjustment plan in case of a change in the organization and payroll of the managerial and business apparatus of the Bank and its member units; to establish and personally direct the assisting apparatus, and inspect the execution of the decisions on the payroll of the managerial and business apparatus of the member units.
To submit to the Managing Board for approval the organizational and operational statutes and regulations of the member units elaborated by the Directors of these units; to decide on the plan for establishing, re-organizing and dissolving the units attached to the member units at the proposal of the Directors of the member units.
9. To work out and submit to the Managing Board for approval the financial regulations, labor regulations, wage, commendation and discipline regulations to be applied within the Bank; to work out and submit to the Managing Board for approval the regulations on the functions, tasks and working regime of the internal inspection bureau of the Bank.
10. To organize the running of the Bank's activities according to the resolutions and decisions of the Managing Board; to submit to the Managing Board for approval the reports on the Bank's business results, including: the quarterly, biannual and annual reports, the general financial statements (including the property balance sheet) and the annual final account statements of the Bank and its member units.
11. To report to the Managing Board, the State Bank and the competent State agencies on the results of the Bank's business activities, including the quarterly, biannual and annual reports, the general financial statements (including the property balance sheet) and the annual final account statements of the entire Bank for Foreign Trade.
The general financial statement must be clearly divided into two parts, one concerning the centralized cost-profit accounting of the Bank and the other concerning the cost-profit accountings of the independent cost-profit accounting member units. The general financial statement must be certified by the auditing agency approved by the competent State agency in accordance with the current provisions of law.
12. To sign, within the ambit of his/her responsibility, documents, contracts and certificates of the Bank for Foreign Trade and take responsibility before the Managing Board and before law for his/her decisions.
13. To represent the Bank for Foreign Trade in international relations, legal proceedings, disputes, dissolution and bankruptcy.
14. To fulfill the Bank's tax payment obligation and inspect the fulfillment of tax and other payment obligations by its member units as prescribed by law; draw up the plan for distribution of the Bank's after-tax-profit to be submitted to the Managing Board for approval in accordance with the regulations of the State.
15. To provide fully documents requested by the Managing Board and the Control Commission. To prepare relevant documents for the meetings of the Managing Board.
16. To submit to the inspection and supervision by the Managing Board, the Control Commission, the State Bank and the competent State agencies with respect to the performance of his/her executive duties.
17. To be entitled to decide the application of measures beyond his/her jurisdiction in emergency cases (such as natural calamities, enemy sabotage, fires, accidents), and take responsibility for such decisions; then report immediately to the Managing Board, the State Bank and the competent State agencies for further settlement.
Article 23.- The internal inspection apparatus:
1. The internal inspection apparatus is composed of the head and the deputy heads of the internal inspection bureau, the chief inspector and the inspectors. The head of the internal inspection bureau shall run the internal inspection apparatus. The inspectors working at the head office of the Bank for Foreign Trade shall be placed under the head of the inspection bureau; the inspectors working at the member units and units attached to the member units shall be placed under the chief inspector. The regulations on the organization and operation of the internal inspection apparatus shall be submitted by the General Director to the Managing Board for approval.
2. The head, the deputy heads of the internal inspection bureau, the chief inspector and the inspectors must have all the qualifications stipulated in Items 2 and 3, Article 18 of this Statute.
3. The head of the internal inspection bureau shall be appointed or dismissed by the Managing Board at the proposal of the General Director. The deputy heads of the internal inspection bureau, the chief inspector and inspectors shall be appointed or dismissed by the General Director.
4. The internal inspection apparatus shall have the following tasks:
a/ To inspect the managerial and executive work of the Bank for Foreign Trade and its member units in accordance with the provisions of law and the Bank's Statute;
b/ To perform the control in order to ensure that the process of carrying out professional business activities is in compliance with the provisions of law on banking activities and the internal regulations of the Bank for Foreign Trade;
c/ To supervise the strict observance of the regulations of the Bank for Foreign Trade on ensuring safety in the monetary business and credit activities of the Bank and its member units;
d/ To evaluate the extent of safety in business activities and propose measures to raise the capability of ensuring safety for business activities of the Bank and its member units;
e/ To perform the function of internal auditing of the Bank for Foreign Trade;
f/ To report to the General Director and the Head of the Control Commission the inspection and auditing results, making recommendations on the operation of the Bank for Foreign Trade;
g/ To consider and settle, within its functions and powers or submit to the General Director for consideration and settlement of complaints related to business activities of the Bank for Foreign Trade;
h/ Not to disclose the inspection and auditing results if it is not so permitted by the General Director or the head of the Control Commission; to take responsibility before the General Director and the Managing Board for the reported inspection and auditing results;
i/ Within his/her prescribed functions, the head of the internal inspection bureau shall be entitled to attend meetings convened by the General Director of the Bank for Foreign Trade.
Chapter V
THE COLLECTIVE OF LABORERS IN THE BANK FOR FOREIGN TRADE
Article 24.- The Congress of Workers and Employees of the Bank for Foreign Trade is the direct forum for the laborers to take part in the management of the Bank. The Congress shall have the following rights:
1. To participate in the elaboration of the collective labor agreement so that the representative of the labor collective negotiates and signs such agreement with the General Director;
2. To discuss and adopt the regulations on the use of various funds directly related to the interests of the laborers in the Bank for Foreign Trade;
3. To discuss and give comments on the plannings, plans, the evaluation of the efficiency of business management, to propose measures for labor safety and improvement of the working and living conditions for the laborers, the environmental hygiene as well as the training and re-training of laborers of the Bank for Foreign Trade;
4. To recommend candidates to the Managing Board and the Control Commission.
Article 25.- The Congress of Workers and Employees is organized and operates under the guidance of the Vietnam General Confederation of Labor.
Chapter VI
MEMBER UNITS OF THE BANK FOR FOREIGN TRADE
Article 26.-
1. The Bank for Foreign Trade comprises member units which are independent cost-accounting State enterprises, dependent cost-accounting units and non-business units. The list of the member units is provided for in the Appendix attached to this Statute.
2. The member units of the Bank for Foreign Trade have their own seals, are allowed to open their accounts at different banks in conformity with their cost-accounting modes.
3. The member units which are independent cost-accounting units shall have their own organizational and operational statutes; the dependent cost-accounting units and non-business units shall have their own organizational and operational regulations. These statutes and regulations must be ratified by the Managing Board, which conform to the law and the Statute of the Bank for Foreign Trade;
Article 27.- The member units which are independent cost-accounting enterprises:
1. State independent cost-accounting enterprises which are members units of the Bank for Foreign Trade shall have the right to business and financial autonomy, be bound in interests and duties to the Bank under the provisions of the Bank's Statute.
2. The Managing Board and the General Director of the Bank for Foreign Trade shall have the following rights over the member units which are independent cost-accounting enterprises:
a/ To empower the member enterprise's Director to manage and run the operations of the enterprise in conformity with such enterprise's statute already ratified by the Managing Board. The Director of the member unit being the independent cost-accounting enterprise shall take responsibility before the Managing Board, the General Director of the Bank for Foreign Trade and before law for the operation of his/her enterprise;
b/ To appoint, dismiss, commend and discipline the Directors, Deputy Director(s) and the chief accountants of member enterprises as well as the Directors of the units attached to the member enterprises and other equivalent posts;
c/ To ratify the plans, inspect the implementation of the plans and final financial account statement; to define the level to be deducted for the establishment of reward and welfare funds of the enterprise according to the regulations of the Ministry of Finance and the financial regulations of the Bank for Foreign Trade;
d/ To deduct part of the capital depreciation fund and the after-tax profit according to the regulations of the Ministry of Finance and the current provisions of law for setting up centralized funds of the Bank for Foreign Trade to be used for re-investment and/or the implementation of investment projects at the member units;
e/ To ratify the projects and plans for expanded investment and/or in-depth investment, joint venture, supplement or retrieval of part of the capital, or for the assignment of stocks under the management of the Bank held by its member enterprises;
f/ To regulate financial sources, including foreign currencies among member units so as to achieve the highest results in the use of capital in the Bank for Foreign Trade, on the principle of ensuring that the total properties of the enterprise from which part of the capital has been withdrawn shall not be lower than the total debts plus the allocated State budget capital and other capital sources belonging to the enterprise that have been adjusted correspondingly to the tasks or size of such enterprise;
g/ To ratify forms of wage payment, wage unit price and measures to ensure the living and working conditions for the workers and employees of the enterprise;
h/ To decide the expansion or shrinkage of the scope of business operation of member enterprises under the general development strategy of the Bank for Foreign Trade;
i/ To ratify the organizational and operational statutes of the enterprises, which clearly state the assignment of the power to the Directors of the enterprises in organizing the managerial apparatus of the enterprise; recruiting, commending, promoting and disciplining workers and employees; limiting the credit (borrowings and lendings); purchasing and selling of fixed assets and stocks of the stock companies, and entering into joint ventures in accordance with the provisions of the Law on State Enterprises and the regulations of the State Bank on ensuring safety in monetary and credit activities; purchasing and selling copyrights, patents, inventions, technological transfer; joining economic associations; and other issues related to the autonomy of a State enterprise being a member of the Bank for Foreign Trade as defined by the Law on State Enterprises;
j/ To inspect the operation of the enterprises and request them to report on the financial situation and business results.
Article 28.- The member units of the Bank for Foreign Trade, which are independent cost-accounting enterprises, shall take initiative in conducting business activities and take responsibility for their debts and commitments within the amount of State-owned capital allocated by the Bank for Foreign Trade to them for the management and use. More concretely:
1. In the development investment strategy:
a/ Enterprise are assigned to organize the implementation of the development investment projects according to the plan of the Bank for Foreign Trade. The enterprises shall be allocated capital and resources by the Bank for the implementation of such projects.
b/ Enterprises may invest on their own in constructions and development projects outside the projects directly managed by the Bank for Foreign Trade. In this case, the enterprises shall have to mobilize fund by themselves (in accordance with the provisions of law) and shall take financial responsibility.
2. In business activities, the enterprises shall draw up and organize the implementation of their own plans on the basis of:
a/ Ensuring objectives, targets and major economic-technical norms (including the unit prices and prices) of the enterprises in accordance with the overall plan of the Bank for Foreign Trade;
b/ The plans for business expansion based on the optimum use of all resources in the possession of the enterprises or mobilized by themselves according to the market's demands.
3. In financial operations and economic cost-accounting:
a/ Enterprises shall receive capital and other resources allocated by the State to the Bank for Foreign Trade, and then re-assigned by the Bank to the enterprises. The enterprises shall have to preserve and develop such capital and resources;
b/ Enterprises shall be entitled to mobilize capital and other credit sources in accordance with the provisions of law for the implementation of their own business plans and development investment plans;
c/ Enterprises shall be entitled to set up their own development investment funds, financial reserve funds, severance allowance reserve funds, reward funds, welfare funds and other funds in accordance with the regulations of the Ministry of Finance and the current provisions of law. The enterprises shall have to deduct part of their funds to contribute to the centralized funds of the Bank for Foreign Trade and be entitled to use such centralized funds of the Bank as defined in the Statute and financial regulations of the Bank and the resolutions and decisions of the Managing Board;
d/ Enterprises shall have to pay taxes and fulfill other financial obligations as prescribed by law;
e/ Enterprises may be empowered by the Bank for Foreign Trade to carry out, on behalf of the Bank for Foreign Trade contracts with domestic or foreign customers.
4. In the domain of organization, personnel and labor:
a/ Enterprises may propose the Bank for Foreign Trade to consider and decide or may be empowered by the Bank to decide the establishment, re-organization or dissolution of their attached units and the organization of their managerial apparatuses in accordance with the Bank's Statute and their own statutes;
b/ In the framework of the payrolls adopted by the Bank for Foreign Trade, the enterprises are entitled to recruit, employ or lay off workers and employees in their managerial and business apparatuses. The appointments to or dismissals from the posts in the enterprises' managerial apparatuses and their attached units as well as the arrangement and application of the wage system must comply with the assignment of power by the Bank for Foreign Trade;
c/ The enterprises have the responsibility to care for the human resource development to ensure the implementation of their development strategy and business tasks, to care for the improvement of the working and living conditions of the laborers as prescribed by the Labor Code and the Law on Trade Union.
Article 29.- The member units which are dependent cost-accounting units:
1. Such units include transaction offices and branches attached to the Bank for Foreign Trade, which are located in the areas necessary for the Bank's business activities.
2. They are the authorized representatives of the Bank for Foreign Trade and have the right to business autonomy according to the assignment by the Bank; are bound in obligations and interests to the Bank for Foreign Trade, which shall take final responsibility for financial obligations arising from commitments of such units.
3. They are entitled to sign economic and civil contracts and take their initiative in carrying out business, organizational and personnel activities under the assignment or authorization by the Bank.
4. They have their attached units, including branches attached to the dependent cost-accounting member units, transaction offices, shops and savings-banks located in the areas necessary for the Bank's activities. Those units shall have their own seals in service of the empowered business activities.
5. The business apparatuses, functions, tasks, powers and obligations of the dependent cost-accounting units and their attached units shall be defined in their organizational and operational regulations ratified by the Managing Board.
Article 30.- The member units which are non-business units:
The non-business units have their own organizational and operational regulations ratified by the Managing Board, adopt the regime of covering expenditures with revenues, are entitled to create their own sources of revenues through the performance of services and contracts on scientific research and training for units inside and outside the country and are entitled to enjoy the reward fund and welfare fund according to the prescribed regime. In case the distribution of such funds is lower than the average of the Bank for Foreign Trade, they may be given support from the reward and welfare funds of the Bank.
Chapter VII
MANAGEMENT OF THE CONTRIBUTED CAPITAL OF THE BANK FOR FOREIGN TRADE AND ITS MEMBER ENTERPRISES AT OTHER ENTERPRISES
Section 1.- MANAGEMENT OF THE CONTRIBUTED CAPITAL OF THE BANK FOR FOREIGN TRADE AT OTHER ENTERPRISES
Article 31.- With regard to the capital contributed by the Bank for Foreign Trade to other enterprises, the Bank's Managing Board shall have the following rights and obligations:
1. To adopt the plans for capital contribution, joint venture or stock purchase, worked out by the General Director to be submitted to the competent State agency for decision.
2. To appoint, dismiss, commend or discipline, at the proposal of the General Director, the persons directly managing the capital of the Bank for Foreign Trade at the enterprises to which the Bank has contributed its capital.
3. To supervise and inspect the use of capital contributed by the Bank for Foreign Trade to other enterprises, take responsibility for the efficient use, preservation and development of the contributed capital and collect profits from the capital contributed by the Bank to other enterprises.
Article 32.- Rights and obligations of the persons directly managing the capital contributed by the Bank for Foreign Trade to other enterprises:
1. To hold managerial and/or executive posts at the enterprise having capital contributed by the Bank under the Statutes of such enterprises.
2. To monitor and supervise the operations of such enterprises.
3. To observe the reporting regime and take responsibility before the Managing Board of the Bank for Foreign Trade for the efficiency of the use of the capital contributed by the Bank to such enterprises.
Section 2.- MANAGEMENT OF THE CAPITAL CONTRIBUTED BY AN INDEPENDENT COST-ACCOUNTING MEMBER ENTERPRISE TO OTHER ENTERPRISES
Article 33.- An independent cost-accounting member enterprise shall be entitled to contribute capital to other enterprises as designated by the Bank for Foreign Trade. With regard to the capital contributed by the enterprise to other enterprises, the Director shall have the following rights and obligations in managing such capital:
1. To work out the plan on capital contribution, joint venture or stock purchase for the General Director to propose to the Managing Board of the Bank to submit it to the Governor of the State Bank for decision.
2. To appoint, dismiss, commend or discipline the persons directly managing the capital contributed by the enterprise to other enterprises.
3. To supervise and inspect the use of the capital contributed by the enterprise, take responsibility for the efficient use, preservation and development of the contributed capital, and collect profits from the capital contributed by the enterprise to other enterprises.
Article 34.- Rights and obligations of the persons directly managing the capital contributed by the enterprise to other enterprises:
1. To hold managerial and/or executive posts at the enterprises having capital contributed by the their enterprises under the statutes of the enterprises concerned.
2. To monitor and supervise the business activities of the enterprises having capital contribution of their enterprises.
3. To observe the reporting regime prescribed by the Directors, and take responsibility before the Managing Board, the General Director of the Bank for Foreign Trade for the efficient use of the capital contributed by their enterprises to the enterprises where they are assigned to manage and control the contributed capital.
Section 3.- JOINT VENTURE UNITS
Article 35.- The joint venture units which the Bank for Foreign Trade or its member enterprise(s) participate in shall be managed, run and operate in accordance with the Law on Foreign Investment, the banking legislation and relevant laws of Vietnam. The Bank for Foreign Trade or its member enterprises shall excercise all rights, fulfill their obligations and responsibilities towards these joint ventures for financial operations as prescribed by law and the signed contracts.
Chapter VIII
FINANCE OF THE BANK FOR FOREIGN TRADE
Article 36.- The Bank for Foreign Trade is an independent cost-accounting unit that adopt the regime of general cost-accounting and financial autonomy in business in conformity with the Law on State Enterprises, the banking legislation, the other provisions of law and the Statute of the Bank for Foreign Trade.
Article 37.-
1. The statutory capital of the Bank for Foreign Trade is composed of:
a/ The capital assigned by the State at the time of its establishment;
b/ Additional capital allocated by the State to the Bank (if any);
c/ "The reserve fund for addition to the statutory capital", to be deducted in accordance with the provisions of law;
d/ Other capital sources as prescribed by the Government, guided by the Ministry of Finance and the State Bank.
2. The Bank for Foreign Trade must not use its statutory capital for purposes contrary to the provisions of law.
3. In case of the increase or decrease of its statutory capital, the Bank for Foreign Trade must promptly make adjustment in the property balance sheet and promulgate the adjusted statutory capital of the Bank.
Article 38.- The mobilized capital of the Bank for Foreign Trade:
1. The Bank for Foreign Trade shall use and have to repay the capital (both principal and interests) mobilized from its customers according to the set time-limits.
2. The mobilized capital of the Bank for Foreign Trade shall include various kinds of capital mobilized in forms mentioned in Item 1, Article 8 of this Statute.
3. The mobilized capital shall be used only for activities prescribed by law.
4. The Bank for Foreign Trade shall have to abide by the prescribed limits of mobilization and the safety rate as prescribed by law.
Article 39.- Capital borrowed by the Bank for Foreign Trade:
With regard to its borrowed capital (from the State Bank, foreign banks, financial and credit organizations or foreign organizations and individuals), the Bank for Foreign Trade shall have to use them for the right purposes and with economic efficiency, thus bringing about profits and ensuring the repayment of both principal and interests.
Article 40.- Capital received by the Bank for Foreign Trade (aid capital, development investment capital, entrusted investment capital) shall be used as loans under the State's programs and plans on centralized capital construction or as support for development investment in the programs and projects with specific objectives.
Article 41.- Other kinds of capital of the Bank for Foreign Trade, formulated during the process of the its professional activities, shall be used in accordance with the provisions of law.
Article 42.-
1. The Bank for Foreign Trade is entitled to set up and use centralized funds to ensure high efficiency for the development process of the whole system of the Bank.
2. The centralized funds of the Bank for Foreign Trade shall be set up and used in accordance with the provisions of the Bank's Statute and its financial regulations and the current regulations of the State, including:
a/ The development investment fund;
b/ The fund for scientific research and centralized training;
c/ The financial reserve fund;
d/ The severance allowance reserve fund;
e/ The reward and welfare funds;
f/ Other funds (as prescribed by law).
Article 43.- Financial autonomy of the Bank for Foreign Trade:
1. The Bank for Foreign Trade operates on the principle of financial autonomy, self-balancing of its revenues and expenditures and has the responsibility to preserve and develop business capital sources, including capital contributed by the Bank to other enterprises.
2. The Bank for Foreign Trade shall take responsibility for paying the debts recorded in its property balance sheet and fulfilling other financial commitments, if any.
3. The Bank for Foreign Trade shall inspect and supervise financial activities within the whole Bank.
4. The Bank for Foreign Trade shall conduct the cost-accounting according to the accounting accounts systems provided for by the State Bank under agreement with the Ministry of Finance.
5. The Bank for Foreign Trade shall have to work out, submit and register its financial plan and financial statements as well as the property balance sheet in accordance with the current provisions of law.
6. The Bank for Foreign Trade shall have to pay taxes and other remittances in accordance with the provisions of law and its financial regulations, except for the taxes already paid by its member units. It is entitled to use the profit after fulfilling its tax obligations toward the State under the current regulations.
7. The profit earned by the Bank for Foreign Trade shall be determined and used in accordance with the current financial regulation.
8. The profit earned by the Bank for Foreign Trade or its member units from their capital contributed to other enterprises shall be exempt from the profit tax, if these enterprises have paid the profit tax before the dividends are apportioned to the capital contributors.
9. The financial operations of the member units of the Bank for Foreign Trade and the relations in financial operations between the Bank and its member units shall comply with the Bank's Statute and its financial regulations.
10. The material responsibility of the Bank for Foreign Trade in its business and civil relations is limited to the total amount of capital owned by the State and managed by the Bank, which is made public at the latest point of time.
11. The Bank for Foreign Trade shall have to strictly comply with the Ordinance on Accounting and Statistics, the current accounting regime and financial reporting regime applied to State enterprises.
12. The Bank for Foreign Trade shall submit to the inspection and supervision regarding its financial and business activities by the competent State agencies as prescribed by law.
13. Handling of business losses:
a/ The Bank for Foreign Trade is entitled to apply necessary measures as prescribed by law to cover losses that may occur in its business activities;
b/ In cases where the Bank has suffered from losses for a long time and is incapable of paying debts to its customers, the State Bank may propose the Government to place the Bank for Foreign Trade in the state of preservation and apply measures to normalize the situation.
Chapter IX
RELATIONSHIP BETWEEN THE BANK FOR FOREIGN TRADE AND THE STATE AGENCIES AND THE LOCAL AUTHORITIES
Article 44.- The relationship with the Government:
1. Observing law, strictly implementing the Government's regulations related to the Bank and State enterprises.
2. Carrying out its plan and development strategy, within the State's master plans and strategy for the branch and territorial development.
3. Observing the regulations on the establishment, splitting, merger and dissolution and the policies on organization and personnel, the financial, credit, tax and profit collecting regimes, as well as the accounting and statistical regimes.
4. Submitting to the control and inspection regarding the observance of laws, policies and regimes of the State at the Bank for Foreign Trade.
5. Observing the State auditing regime.
6. Being entitled to make suggestions, proposals on solutions, managerial mechanisms and State's policies regarding the Bank for Foreign Trade.
7. Being entitled to manage and use capital, properties, land and other resources assigned by the State in order to perform its business tasks and to preserve and develop these resources.
8. Enjoying the regimes of allowances and subsidies, privileges and capital support and other regimes as provided for by the Government.
Article 45.- The relationship with the Ministry of Finance:
1. Submitting to the State management by the Ministry of Finance, regarding:
a/ The observance of the financial, accounting and tax regimes as well as the organization of the cost-accounting apparatus;
b/ The performance of tasks regarding the assignment of capital and services for the State budget.
2. Submitting to the management by the Ministry of Finance in its capacity as the agency assigned by the Government to perform a number of functions of the owner in the following domains:
a/ Determining capital and other resources assigned by the State to the Bank for Foreign Trade for management and use;
b/ Inspecting the effective use, preservation and development of capital and other resources assigned to the Bank in the process of its operation and reflected in its annual final account statement;
c/ Examining, inspecting the contents of the financial report and the annual final account statements of the Bank for Foreign Trade;
d/ Issuing approval for the Managing Board to promulgate the detailed financial regulations of the Bank for Foreign Trade.
3. Submitting to the control and inspection of financial and other matters that comes under the competence of the Ministry of Finance.
4. Being entitled to propose solutions, mechanisms, financial and credit policies and other contents related to the Bank for Foreign Trade, requesting the Ministry of Finance to approve the proposal on the organization of the transfer of properties of high value, the fulfillment of financial obligations, the distribution of the after-tax profit, the liquidation of important properties and equipment in accordance with the regulations of the Government in the Bank for Foreign Trade and the additional allocation of the State budget to the Bank for Foreign Trade.
Article 46.- The relationship with the State Bank:
1. Submitting to the direct State management in the following domains:
a/ Observing law and strictly implementing the Government's regulations related to the Bank for Foreign Trade and State enterprises;
b/ Drawing up and issuing the plannings and orientations for the development of the organizational apparatus of the Bank for Foreign Trade;
c/ Implementing the plannings and orientations mentioned in Point b, Item 1 of this Article;
d/ Performing other tasks assigned by the Governor of the State Bank.
2. Effecting tools and measures for management currently provided for by the State Bank, regarding:
- The compulsory reserve rate;
- The limit of credit;
- The limit or norm of remainder in accounts in cash and foreign currencies;
- The re-discount interest rates, the maximum lending interest rates;
- The exchange rates on the markets organized by the State Bank;
- The regimes of banking reporting and inspection;
- The regulations on ensuring safety in monetary and credit business activities.
3. Submitting to the control, inspection and supervision by the State Bank in the implementation of the provisions of Items 1 and 2 of this Article, according to the functions of the State Bank and the provisions of the banking legislation.
4. Submitting to the management by the State Bank in its capacity as the agency assigned by the State to perform a number of functions of the owner in the following domains:
a/ Establishing, splitting, merging, re-organizing and dissolving the Bank for Foreign Trade under the authorization of the Prime Minister;
b/ Determining the model, and organizational structure of the Bank's business activities;
c/ Ratifying the Statute of the Bank for Foreign Trade and the amendments, supplements thereto;
d/ Appointing, dismissing, commending and disciplining the members of the Managing Board, the General Director, the Deputy General Directors and the chief accountant of the Bank for Foreign Trade; recommending members of the State Bank to the Control Commission of the Bank for Foreign Trade, and ratifying the headship of the Head of the Control Commission of the Bank;
e/ Taking part in the assignment of capital and other resources to the Bank for Foreign Trade and inspecting its operations; the Bank for Foreign Trade shall have to report to the State Bank in accordance with the regulations of the State and make other reports at the request of the State Bank;
f/ Taking part, together with the State-owned banks, in contributing to the fulfillment of the tasks and key objectives to implement the State's policy on monetary stabilization; performing other tasks under the directions of the Governor of the State Bank;
g/ Deciding projects on capital contribution, stock purchase, joint venture and investment cooperation;
5. Being entitled to propose to the State Bank on the contents related to the relationship mentioned in this Article.
Article 47.- The relationship with the ministries, the ministerial-level agencies and the agencies attached to the Government:
1. Submitting to the State management by these agencies in the following domains:
a/ Implementing the economic-technical norms, the standards of products, the quality of products and services in conformity with the relevant branch and national standards.
b/ Observing the regulations on environmental protection.
c/ Observing the regulations on external relations, import and export.
d/ Ensuring the laborers' interests and fulfilling obligations toward the laborers as prescribed by law.
e/ Inspecting, supervising the State-owned banks in the domains that come under their functions as prescribed by law.
2. Being entitled to propose to these agencies the contents related to the relationship mentioned in this Article.
Article 48.- With regard to the local authorities in their capacity as the State management agencies in the localities, the Bank for Foreign Trade shall submit to their State management, observe the administrative regulations and fulfill obligations toward the local People's Councils and the People's Committees of different levels in accordance with the provisions of law.
Chapter X
RELATIONSHIP BETWEEN THE BANK FOR FOREIGN TRADE AND THE CREDIT ORGANIZATIONS AND CUSTOMERS
Article 49.- The relationship with the credit organizations shall be effected on the following principles:
1. Voluntariness, equality and mutual benefit.
2. Cooperation, mutual promotion and support in the application of professional, scientific and technical advances, the management of the Bank and maintainnance of customers' credit.
Article 50.- The relationship with the customers shall be effected on the following principles:
1. Taking civil liability for the customers' properties and capital and the Bank's commitments to the customers within the amount of capital owned by the State and managed by the Bank.
2. Keeping secret data as prescribed by law, creating favorable conditions for the customers' lawful activities.
Chapter XI
RE-ORGANIZATION, DISSOLUTION AND BANKRUPTCY
Article 51.- The re-organization of the Bank for Foreign Trade shall be proposed by the Managing Board to the Governor of the State Bank for consideration and decision.
Article 52.- The Bank for Foreign Trade shall be dissolved if the Governor of the State Bank deems its existence unnecessary, reports it to and obtains approval thereof from the Prime Minister. For the dissolution of the Bank for Foreign Trade, the Governor of the State Bank shall set up a dissolution council. The properties of the already dissolved Bank for Foreign Trade, after making all payments prescribed by law, shall be under the State ownership.
Article 53.- The re-organization, splitting, merger, dissolution, addition, establishment of member units of the Bank for Foreign Trade shall be proposed by the Managing Board to the Governor of the State Bank for consideration and decision.
Article 54.- The Bank for Foreign Trade and its independent member units, if facing difficulties or losses in business activities and if, after applying necessary financial measures, still fail to pay the due debts, shall be handled in accordance with the provisions of the Law on Enterprises' Bankruptcy.
Chapter XII
IMPLEMENTATION PROVISIONS
Article 55.- This Statute shall apply to the Bank for Foreign Trade. All individuals and member units of the Bank for Foreign Trade shall have to implement this Statute.
Article 56.-
1. Member units of the Bank for Foreign Trade shall, on the basis of the Law on State Enterprises, the banking legislation and this Statute, elaborate their own organizational and operational statutes or regulations for the General Director to submit them to the Managing Board for ratification, except for cases otherwise prescribed by law. The statutes and regulations of the member units must not be contrary to the Statute of the Bank for Foreign Trade.
2. If the Statute of the Bank for Foreign Trade needs to be amended or supplemented, the Managing Board shall make proposal thereon and submit it to the Governor of the State Bank for decision. The member units, when amending or supplementing their organizational and operational statutes or regulations shall have to submit such amendments or supplements to the General Director so that the latter submits them to the Managing Board for decision.
Article 57.- In case this Statute contains any provision contrary to the legal documents of the Government, the ministries, the ministerial-level agencies, the agencies attached to the Government or the People's Committees of the provinces and cities directly under the Central Government, the Bank for Foreign Trade shall have to report them to the Governor of the State Bank so that the latter submits them to the Government for permission to apply the Statute of the Bank for Foreign Trade.
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