Circular 10/2024/TT-NHNN amend Circular 22/2018/TT-NHNN procedures for approval for provisional lists of personnel of commercial banks

CIRCULAR

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

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Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010 (amended and supplemented);

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to the Government's Decree No. 102/2022/ND-CP dated December 12, 2022, defining the functions, duties, powers and organizational structure of the State Bank of Vietnam;

At the request of the Chief Inspector of the Banking Supervision Agency;

The Governor of the State Bank hereby promulgates the Circular amending and supplementing a number of articles of Circular No. 22/2018/TT-NHNN dated September 05, 2018, of the Governor of the State Bank of Vietnam, on guidelines for procedures and application for approval for provisional lists of personnel of commercial banks, non-bank credit institutions and foreign banks branches.

Article 1. To amend and supplement a number of articles of Circular No. 22/2018/TT-NHNN dated September 05, 2018, of the Governor of the State Bank of Vietnam, on guidelines for procedures and application for approval for provisional lists of personnel of commercial banks, non-bank credit institutions and foreign banks branches (hereinafter referred to as Circular No. 22/2018/TT-NHNN)

1. To amend and supplement Clauses 2 and 3, Article 3 of Circular No. 22/2018/TT-NHNN as follows:

“2. The document of a credit institution or foreign bank branch requesting the State Bank to approve the list of its personnel:

a) For credit institutions: A written request shall be signed by the at-law representative.

In case the position of credit institution’s at-law representative is absence, the written request of the credit institution must be a document of the Members’ Council or Boards of Directors, which is signed by the Chairperson of the Board or the Chairperson of the Member's Council. In case where the at-law representative authorizes another person to sign or the Chairperson of the Board or Chairperson of the Member's Council authorizes another member of the Boards of Directors to sign or the authorized representative of the owner authorizes another person to sign such written request, the authorization shall comply with law provisions and the dossier must contain the authorization document, which is made in accordance with law provisions;

For a credit institution that is a single-member limited liability company lacking the at-law representative and the Chairperson of the Members' Council, and the Members' Council of the credit institution does not have the minimum number of members or only has 01 member, the written request for approval of the provisional list of personnel of the credit institution must be signed by the authorized representative of the Owner.

b) For foreign bank branches: A written request shall be signed by the General Director (Director). In case where the General Director (Director) authorizes another person to sign such written request, the dossier must contain an authorization document, which is made in accordance with law provisions. In case where the position of General Director (Director) of a foreign bank branch is absence, the foreign bank branch’s competent representative shall sign such written request.

3. The dossier of request for approval of the provisional list of personnel of the credit institution or foreign bank branch shall be submitted in person at the Single-Window Section or sent by post to the State Bank or the State Bank branch of the province or municipality (hereinafter referred to as the State Bank branch) depending on the competence as prescribed in Article 4 of this Circular.”.

2. To amend and supplement Article 4 of Circular No. 22/2018/TT-NHNN as follows:

“Article 4. Competence to approve provisional lists of personnel of credit institutions and foreign bank branches

1. The Governor of the State Bank of Vietnam shall consider approving provisional lists of personnel of commercial banks.

2. The Chief Inspector of Banking Supervision Agency shall review and approve the provisional list of personnel of non-bank credit institutions and foreign bank branches, unless otherwise prescribed in Clause 3 of this Article.

3. The Director of the State Bank/the State Bank branch shall review and approve the provisional list of personnel of foreign bank branches located in its respective locality, which are subject to inspection and supervision of micro-safety by the State Bank branch.”.

3. To add Article 5a after Article 5 of Circular No. 22/2018/TT-NHNN as follows:

“Article 5a. Regarding professional ethical assessment of candidates for the election or appointment to the position of member of the Board of Directors or Members’ Council and Board of Supervisors and Chief Executive Officer (Director) of a credit institution or foreign bank branch

1. Persons in the following cases are deemed to not possess the requisite professional ethics:

a) Persons held liable, according to inspection conclusions, for causing the credit institution or foreign bank branch to be imposed the highest fines for administrative violations against monetary and banking law regulations regarding licensing, administration, management, shareholding, stocks, capital contribution, share purchase, credit extension, corporate bond purchase, and prudential ratios;

b) Persons named in the inspection and examination conclusions who are held liable for causing the credit institution or foreign bank branch to be imposed penalties on administrative violations against monetary and banking regulations within 06 months from the date of signing the reprimand decision or 01 year from the date of completing the execution of other administrative penalty decisions or 01 year from the date of expiration of the administrative penalty decision;

c) Persons who are imposed penalties on administrative violations against monetary and banking regulations within 06 months from the date of signing the reprimand decision or 01 year from the date of completing the execution of other administrative penalty decisions or 01 year from the date of expiration of the administrative penalty decision;

d) Persons who are personally liable for violations of regarding licensing, administration, management, shareholding, stocks, capital contribution, share purchase, credit extension, corporate bond purchase, and prudential ratios, classification of assets, off-balance sheet commitments, provisioning, and use of provisions for credit losses as prescribed by law stated in the inspection, examination, and audit conclusions, where the rectification and remediation following recommendations related to such violations have not been deemed by the competent authority to be completed.

2. In cases other than those prescribed in Clause 1 of this Article, members of the Board of Directors, members of the Members' Council, members of the Board of Supervisors, and the General Director (Director) of the credit institution or foreign bank branch must comply with the regulations on rules and standards of professional ethics issued by such credit institution or foreign bank branch in accordance with the State Bank's regulations on the internal control system of commercial banks, foreign bank branches, and non-bank credit institutions, except for new licensing cases.”.

4. To amend and supplement Points c and d, Clause 1, Article 6 of Circular No. 22/2018/TT-NHNN as follows:

“c) Composition and list of members of Board of Directors, members of Members' Council and members of Board of Supervisors before and after the election or appointment (in the case of election or appointment of members of Board of Directors, members of Members' Council or members of Board of Supervisors). To be specific:

(i) Regarding the credit institution being a joint-stock company: clearly state the number of members of Board of Directors, the number of independent members and non-executive members of the Board of Directors, the number of members who are related persons, number of members of the Board of Supervisors;

(ii) Regarding the credit institution being a limited liability company: clearly state the number of members of Members’ Council and the number of members of Board of Supervisors.

d) Assessments of the election or appointment candidates’ fulfillment of conditions and standards in accordance with the Law on Credit Institutions and relevant law regulations, of which the fulfillment of each condition shall be assessed.”.

5. To amend and supplement Clauses 7, 8, 9, and 10, Article 6 of Circular No. 22/2018/TT-NHNN as follows:

“7. Documentary proofs of fulfillment of standards and conditions by the candidate for the position of Member of Board of Directors or Member of Members' Council of the credit institution as prescribed at Point d, Clause 1, Article 41 of the Law on Credit Institutions, to be specific:

a) Regarding the condition “have at least 03 years’ experience of working as a manager or an executive of a credit institution”:

(i) Details of the credit institution’s Charter prescribing the manager or executive;

(ii) A document issued by the competent representative of the credit institution where the personnel worked or is working, which certifies his/her position (including the confirmation that he/she is a manager or executive) and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position.

b) Regarding the condition “have at least 05 years’ experience of working as a manager of a finance, accounting, or audit enterprise or another enterprise whose equity is not smaller than the legal capital of a credit institution”:

(i) A copy of the certificate of business registration or a document of the competent authority licensing or confirming or registering the operation of the enterprise;

(ii) Details of the enterprise's Charter prescribing the manager or the enterprise's internal regulations in cases where the Charter does not prescribe the manager;

(iii) A copy of the financial statement, which shall be audited by independent auditing organization, of the enterprise where the candidate has been or is currently working as the manager (applicable to the case where it is another enterprise with equity at least equal to the legal capital for the corresponding type of credit institution);

(iv) A document issued by the competent representative of the unit where the personnel worked or is working, which certifies his/her position (including the confirmation that he/she is a manager or executive) and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position.

(c) Regarding the condition “have at least 05 years’ experience of working in a finance, banking accounting or audit department”: A document issued by the competent representative of the unit where the personnel worked or is working, which certifies he/she has worked in the finance, banking accounting or audit department and period of time over which he/she has worked in such department or copies of documents proving the department where he/she has worked and period of time over which he/she has undertaken his/her tasks in such department.

d) Regarding the condition “have at least 05 years’ experience of working in an operational department of a credit institution or foreign bank branch”: A document issued by the competent representative of the credit institution or foreign bank branch where the personnel worked or is working, which certifies he/she has worked in the operational department of the credit institution or foreign bank branch and period of time over which he/she has worked in such operational department or copies of documents proving the department where he/she has worked and period of time over which he/she has undertaken his/her tasks in such department.

8. Documentary proofs of fulfillment of standards and conditions by the personnel expected to hold the position of Director General (Director) of the credit institution as prescribed at Point c, Clause 4, Article 41 of the Law on Credit Institutions, to be specific:

a) Regarding the condition “have at least 05 years’ experience of working as an executive of a credit institution”:

(i) Details of the credit institution’s Charter prescribing the executive;

(ii) A document issued by the competent representative of the credit institution where the personnel worked or is working, which certifies his/her position and period of time over which he/she has held the position or copies of documents proving his/her position and period of time over which he/she has held the position.

9. Documentary proofs of fulfillment of the standard and condition “have at least 03 years’ experience of working in the finance, banking, accounting, audit field” by the personnel expected to hold the position of member of Board of Supervisors of the credit institution as prescribed at Point c, Clause 3, Article 41 of the Law on Credit Institutions: A document issued by the competent representative of the unit where the personnel worked or is working, which certifies he/she has worked in the finance, banking, accounting, audit field and period of time over which he/she has worked in such field or copies of documents proving the field that he/she has been in charge of and period of time over which he/she has undertaken his/her tasks in such field.

10. For election or appointment candidates in exceptional cases as prescribed at Point c, Clause 1, Article 42, and Points dd and e, Clause 2, Article 42 of the Law on Credit Institutions: A document of the competent authority appointing such election or appointment candidates to represent and manage the0 capital contribution of the State or of the enterprise whose 50% or more of the charter capital is held by the State in the credit institution; appointing, designating, or assigning the candidates to involve in the management, administration, and control of the credit institution, or the credit institution declared bankrupt, as required by the tasks.”.

6. To add Clause 11 after Clause 10, Article 6 of Circular No. 22/2018/TT-NHNN as follows:

“11. Documentary proofs of fulfillment of the requirement “having professional ethics”:

a) Assessments and commitments of the candidates regarding their fulfillment of the requirement “having professional ethics” as prescribed in Article 5a provided in Appendix No. 01 of this Circular;

b) Written assessments of the credit institution or foreign bank branch where the candidate has previously worked, made using the form provided in Appendix No. 04 to this Circular.

In cases where the candidate has a work history at foreign credit institutions and such foreign credit institutions do not provide written assessments and commitments regarding his/her fulfillment of the requirement “having professional ethics", the owner (for wholly foreign-owned banks), the parent bank (for foreign bank branches), or the foreign capital contributor (for credit institutions that are limited liability companies with two or more members) submitting the dossier of request for the State Bank's approval of the candidate must provide a written commitment that the candidate fulfills the requirement “having professional ethics", made using the form provided in in Appendix No. 05 to this Circular.

7. To amend and supplement Point b, Clause 1, Article 7 of Circular No. 22/2018/TT-NHNN as follows:

“b) Full name; current title and workplace; ID card number or citizen identification card number or personal identification number (if he/she is a Vietnamese citizen), personal identification number (if he/she is of Vietnamese origin and living in Vietnam but his/her nationality is not identified), passport number or any replacement thereof, date of issue, place of issue (if he/she does not have Vietnamese nationality) of the candidate to be appointed to General Director (Director);”.

8. To amend and supplement Clause 3, Article 7 of Circular No. 22/2018/TT-NHNN as follows: “3. Documents and dossiers prescribed in Clauses 3, 5, 6, 8 and 11, Article 6 of this Circular.”.

9. To amend and supplement Article 8 of Circular No. 22/2018/TT-NHNN as follows:

“Article 8. Procedures for approval for provisional lists of personnel of credit institutions and foreign bank branches

1. The credit institution or foreign bank branch shall prepare 01 dossier as prescribed in Article 6 and Article 7 of this Circular and send it to the State Bank for those that are prescribed in Clauses 1 and 2, Article 4, or to the State Bank branch for those that are prescribed in Clause 3, Article 4 of this Circular. If the application is unsatisfactory, within 07 working days from the receipt of the application, the State Bank, the Banking Supervision Agency or the State Bank branch shall request the credit institution or foreign bank branch in writing to complete it.

2. The credit institution or foreign bank branch shall complete the application dossier at the request of the State Bank, the Banking Supervision Agency or the State Bank branch within up to 45 working days from the date on which additional documents are requested in writing by the State Bank, the Banking Supervision Agency or the State Bank branch. After the aforementioned time limit, the credit institution or foreign bank branch shall re-submit an application dossier as prescribed in this Circular to the State Bank, the Banking Supervision Agency or the State Bank branch for consideration and approval.

3. Within 30 working days from the date of receiving all application dossiers prescribed in Articles 6 and 7 of this Circular, the State Bank, the Banking Supervision Agency or the State Bank branch shall send a written approval or disapproval of the provisional list of personnel of the credit institutions or foreign bank branches. In case of disapproval, the written response to the credit institution or foreign bank branch from the State Bank, the Banking Supervision Agency, or the State Bank branch must clearly state the reasons.”.

10. To amend and supplement Article 9 of Circular No. 22/2018/TT-NHNN as follows:

“Article 9. Reviewing standards and conditions to be satisfied by personnel

1. Credit institutions and foreign bank branches shall review and assess personnel's fulfillment of standards and conditions as prescribed by law and take legal responsibility for the adequacy, accuracy and truthfulness of the documents provided for the State Bank.

2. The credit institution or foreign bank branch where the candidate has previously worked shall be responsible for assessing the fulfillment of the requirement “having professional ethics”, using the form provided in Appendix No. 04 to this Circular.

In cases where the candidate has a work history at foreign credit institutions and such foreign credit institutions do not provide written assessments and commitments regarding his/her fulfillment of the requirement “having professional ethics"," the owner (for wholly foreign-owned banks), the parent bank (for foreign bank branches), or the foreign capital contributor (for credit institutions that are limited liability companies with two or more members) submitting the dossier of request for the State Bank's approval of the candidate shall be responsible for providing a written commitment that the candidate fulfills the requirement “having professional ethics", made using the form provided in in Appendix No. 05 to this Circular.”.

11. To amend and supplement Article 11 of Circular No. 22/2018/TT-NHNN as follows:

“Article 11. Complying with reporting regulations

1. The credit institution or foreign bank branch shall promptly notify the State Bank in writing of any changes related to the fulfillment of standards and conditions of the election or appointment candidates during the State Bank's review of the dossier of request for approval of the provisional list of personnel or from the date the State Bank sends a written approval of the provisional list of personnel until the personnel are officially elected or appointed as follows:

a) For credit institutions and foreign bank branches prescribed in Clause 1 and Clause 2, Article 4 of this Circular: send to the Banking Supervision Agency;

b) For foreign bank branches prescribed in Clause 3, Article 4 of this Circular: send to the State Bank branch where the respective foreign bank branch is located.

2. Within 10 working days from the date of election or appointment of President and members of Board of Directors, President and members of Members' Council, Head and members of Board of Supervisors or Director General (Director), the credit institution or foreign bank branch shall send a notification as prescribed at Points a and b, Clause 1 of this, Article, which contains the list of elected or appointed persons to the State Bank according to the Appendix 03 of this Circular.”.

12. To amend and supplement Clause 1, Article 12 of Circular No. 22/2018/TT-NHNN as follows:

“1. The Banking Supervision Agency shall be the contact point for assessing the compliance with dossiers, standards, and conditions of the candidates of credit institutions and foreign bank branches prescribed in Clause 1 and Clause 2, Article 4 of this Circular in accordance with the Law on Credit Institutions and this Circular; obtaining opinions from relevant units; summarizing and submitting them to the Governor of the State Bank for consideration and issuance of written approval or disapproval of the candidates of commercial banks as prescribed in Clause 1, Article 4 of this Circular; issuing written approval or disapproval of the candidates of non-bank credit institutions and foreign bank branches as prescribed in Clause 2, Article 4 of this Circular.

13. To add Clause 4 after Clause 3, Article 12 of Circular No. 22/2018/TT-NHNN as follows:

“4. Within 05 working days from the date the credit institution or foreign bank branch notifies the State Bank in writing as prescribed at Point a, Clause 1, Article 11 of this Circular of the information on the election or appointment of the Chairperson of the Board of Directors or the Chairperson of the Members' Council, the General Director (Director) assuming the role of at-law representative as prescribed in the Charter of the credit institution or the change of at-law representative; or information on the appointment of the General Director (Director) of the foreign bank branch, the Banking Supervision Agency shall notify in writing the Business Registration Agency of the province or municipality where the credit institution or foreign bank branch is located to update such information into the national business registration information system.”.

14. To amend and supplement Article 13 of Circular No. 22/2018/TT-NHNN as follows:

“Article 13. Responsibilities of State Bank branches

1. Within 30 working days from the date of receiving all application dossiers submitted by the foreign bank branches as prescribed in Clause 3, Article 4 of this Circular, the State Bank branch shall assess the fulfillment of requirements for application dossiers, standards and conditions of the candidates of foreign bank branches in accordance with regulations of the Law on Credit Institutions and this Circular; seek opinions of relevant units; and issue written approval or disapproval of provisional lists of personnel of foreign bank branches.

2. The State Bank branches shall give written opinions (made using Form provided in Appendix No. 06 attached to this Circular) upon request of the Banking Supervision Agency within 05 working days from the date on which the written request is received.

3. Receive notifications sent by foreign bank branches as prescribed in Clause 1, Article 11 of this Circular; consider the fulfillment of standards and conditions by candidates or propose solutions.

4. Receive and review notifications sent by foreign bank branches as prescribed in Clause 2, Article 11 of this Circular. In cases where errors are found, the State Bank shall request the foreign bank branch to correct them or propose measures for correction of errors beyond its power to the Governor of the State Bank.

5. Within 05 working days from the date the foreign bank branch notifies the State Bank in writing as prescribed at Point b, Clause 1, Article 11 of this Circular of the provisional list of candidates for the position of General Director (Director) of the foreign bank branch, the State Bank branch shall notify in writing the Business Registration Agency of the province or municipality where the foreign bank branch is located to update such information into the national business registration information system.”.

Article 2. To replace and add some appendices to Circular No. 22/2018/TT-NHNN

1. To replace Appendix No. 01, Appendix No. 02, and Appendix No. 03 of Circular No. 22/2018/TT-NHNN with Appendix No. 01, Appendix No. 02, and Appendix No. 03 to this Circular.

2. To add Appendix No. 04, Appendix No. 05, and Appendix No. 06 after Appendix No. 03 of Circular No. 22/2018/TT-NHNN.

Article 3. Responsibilities for implementation

The Chief of Office, Chief Inspector of the Banking Supervision Agency, heads of units affiliated with the State Bank, directors of the State Bank's branches in provinces and municipalities, credit institutions and foreign bank branches shall be responsibility for implementing this Circular.

Article 4. Effect

1. This Circular takes effect on July 1, 2024.

2. To annul Clause 1, Clause 2, Clause 7, Clause 8, Clause 9, Clause 10, and Clause 12, Article 2 of Circular No. 13/2019/TT-NHNN dated August 21, 2019, of the Governor of the State Bank of Vietnam amending and supplementing a number of articles of the Circulars related to the licensing, organization, and operation of credit institutions and foreign bank branches.

3. To annul Circular No. 13/2020/TT-NHNN dated November 13, 2020, of the Governor of the State Bank of Vietnam amending and supplementing a number of articles of Circular No. 22/2018/TT-NHNN.

4. To annul Article 8 of Circular No. 24/2023/TT-NHNN dated December 29, 2023, of the Governor of the State Bank of Vietnam amending and supplementing a number of articles of Circulars related to submission, presentation and provision of information and documents on population upon carrying out administrative procedures concerning establishment and operations of banks./.

* All Appendices are not translated herein.