Decree 95/2025/ND-CP defining the organization and operation of the Vietnam Development Bank

DECREE

Defining the organization and operation of the Vietnam Development Bank

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Pursuant to the Law on Organization of the Government dated February 18, 2025;

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

At the proposal of the Minister of Finance;

The Government promulgates the Decree defining the organization and operation of the Vietnam Development Bank.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation and subjects of application

1. Scope of regulation

This Decree defines the organization and operation of the Vietnam Development Bank (hereinafter referred to as the Development Bank).

2. Subject of application

a) Development Bank;

b) State management agencies;

c) Other relevant organizations and individuals.

Article 2. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. The operators of the Development Bank include the General Director, Deputy General Directors, Chief Accountant, Heads of affiliated units, and equivalent titles as specified by the Board of Directors in the internal regulations of the Development Bank.

2. Units under the Development Bank include departments, centers, offices, and divisions located at the Development Bank's head office.

3. Units affiliated to the Development Bank include transaction offices, branches in certain provinces, centrally-run cities and regions, and other affiliated units.

Article 3. Name and head office of the Development Bank

1. Name:

a) Vietnamese name: Ngân hàng Phát triển Việt Nam;

b) International transaction name: Vietnam Development Bank;

c) Abbreviated name: VDB.

2. Head office: The Development Bank’s head office is located in the Hanoi; it has transaction offices and branches in some provinces and centrally-run cities and regions; and other affiliated units.

Website: www.vdb.gov.vn

Article 4. Legal status, legal entity status and at-law representative

1. The Development Bank is a policy bank established by the Prime Minister, operating in accordance with the Law on Credit Institutions, this Decree, and relevant laws.

2. The Development Bank has the status of a legal entity, has charter capital, and a seal in accordance with law regulations.

3. The at-law representative of the Development Bank is the General Director.

Article 5. Principles and objectives of operation and assurance of operation

1. Principles and objectives of operation

The Development Bank operates not for profit purposes but to implement the State's socio-economic policies in accordance with the law.

2. Assurance of operation

a) The Development Bank may have its solvency guaranteed by the State and interest-rate differences and management fees offset; and enjoy exemption from taxes and other payables to the state budget in accordance with law regulations;

b) The Development Bank is not required to maintain compulsory reserves and to participate in deposit insurance.

Article 6. Ownership and State ownership representation of the Development Bank

1. The State is the owner of the Development Bank. The Government shall unify the management of performance of the tasks and powers of the State owner in respect of the Development Bank.

2. The Prime Minister shall directly exercise the rights and responsibilities of the State owner as specified in this Decree.

3. The Ministry of Finance shall exercise certain rights and responsibilities of the owner as defined in this Decree.

4. The Board of Directors is the direct representative body of the State owner at the Development Bank, performing the tasks and powers of the State owner as stipulated in this Decree.

Article 7. Charter capital of the Development Bank

1. The charter capital of the Policy Bank shall be allocated from the state budget and supplemented from the state budget and other lawful financial sources in accordance with the law regulations.

2. The supplementation of the Development Bank's charter capital shall comply with the law regulations on the financial management mechanism of the Development Bank.

Article 8. Responsibilities of the Development Bank

1. To manage and use the capital and assets assigned by the State to the Development Bank; to ensure the safety and preservation of capital and assets in accordance with this Decree and relevant laws.

2. To fully and promptly repay the principal and interest on the capital amounts that the Development Bank raises in accordance with commitments.

3. To comply with the regulations on examination, inspection, and audit by competent state management agencies in accordance with the law regulations.

4. To organize operations in accordance with annual, medium-term, and long-term operational plans and operational strategies approved by competent authorities.

5. To report publicly and transparently on its activities and finances; to comply with law regulations on regimes of statistical reporting to competent agencies.

6. To implement measures to ensure the capital and asset safety in accordance with the law regulations.

7. To fulfill other responsibilities as defined in this Decree and relevant law regulations.

Article 9. Powers of the Development Bank

1. To open payment accounts and conduct deposit transactions at the State Bank of Vietnam, the State Treasury, domestic and foreign commercial banks in accordance with the law; to open accounts for domestic and foreign clients in accordance with the law.

2. To borrow a refinancing loan from the State Bank of Vietnam in accordance with the law.

3. To contribute capital for establishment of enterprises based on the Prime Minister's approval of the policy.

4. To request clients to provide documents related to borrowing, the use of capital, and assurance of liabilities for the Development Bank to appraise projects, financial plans, business plans, repayment plans, and the clients’ capacity.

5. To lease, mortgage, and pledge assets under the Development Bank's right to use or ownership in accordance with the law regulations.

6. To request tax agencies, customs agencies, credit institutions, and agencies and units with the function of managing and collecting information to provide information in accordance with the law relating to clients having transactions with the Development Bank in banking activities.

7. To examine and supervise the use of borrowed capital and debt repayment by clients. To have the right to terminate commitments with clients, recover debts before the due date, and request clients to compensate for any incurred damages (if any) in case of detecting that clients provide false information, breach contracts, or violate the law regulations.

8. To initiate lawsuits against clients or guarantors who breach contracts in accordance with the law regulations.

9. Upon the due date for debt repayment, if the parties have no other agreement and the customer fails to repay the debt, the Development Bank shall have the right to handle collateral to recover debts in accordance with the law regulations.

10. To handle risks in the course of operation in accordance with the law regulations.

11. Other powers in accordance with the law regulations.

Article 10. Reorganization and dissolution of the Development Bank

1. The Vietnam Development Bank shall be reorganized in the forms of division, splitting, consolidation, merger, transformation of the legal form or transformation.

2. The Vietnam Development Bank shall be dissolved upon the expiration of the operational term specified in the Prime Minister’s decision on the establishment of the Development Bank, unless an extension is granted by the Prime Minister.

3. The dossiers and procedures for reorganization or dissolution of the Vietnam Development Bank shall comply with the provisions applicable to credit institutions as prescribed in the Law on Credit Institutions.

Article 11. Activities of political organizations and socio-political organizations in the Development Bank

1. The Communist Party of Vietnam’s organization in the Development Bank shall operate in accordance with the Constitution, the laws of the Socialist Republic of Vietnam, and the regulations of the Communist Party of Vietnam.

2. Trade unions and other socio-political organizations in the Development Bank shall operate in accordance with the Constitution, the laws of the Socialist Republic of Vietnam, and the charters of such organizations, in compliance with the law regulations.

3. The Development Bank shall create favorable conditions for Party organization and socio-political organizations to operate in the Development Bank; respect and facilitate the participation of employees in such organizations.

Chapter II

ORGANIZATIONAL STRUCTURE OF THE DEVELOPMENT BANK

Article 12. Organizational structure

Organizational structure of the Development Bank includes:

1. Board of Directors.

2. Supervisory Board.

3. General Director.

Section 1

BOARD OF DIRECTORS

Article 13. Board of Directors

1. Structure of the Board of Directors

a) The Board of Directors includes the Chairperson and its members. The number of members of the Board of Directors must be at most 05 members who work on a full-time basis. The General Director is a member of the Board of Directors;

b) The Chairperson of the Board of Directors and the General Director of the Development Bank shall be appointed and relieved from the position by the Prime Minister; the remaining members of the Board of Directors shall be appointed and relieved from the position by the Minister of Finance;

c) The criteria and conditions for appointment and relief from position applicable to members of the Board of Directors shall comply with the regulations for credit institutions in Articles 41, 42, 43, 45, 46, and 47 of the Law on Credit Institutions and any amending, supplementing, or replacing documents (if any).

2. Term of office of members of the Board of Directors

a) The term of office of a member of the Board of Directors must not exceed 5 years. He/she may be reappointed;

b) Members of the Board of Directors may be relieved from the position, expelled from position, or appointed for supplementation or replacement.

3. The Board of Directors shall be accountable to the Government, the Prime Minister, and competent state agencies for the performance of the tasks and powers assigned under this Decree and relevant laws.

4. The Board of Directors may use the seal of the Development Bank to perform its tasks.

Article 14. Tasks and powers of the Board of Directors

1. To submit the contents specified in Article 34 of this Decree to the Ministry of Finance for reporting on them to the Prime Minister for consideration and decision.

2. To submit the contents specified in Clause 2, Article 35 of this Decree to the Ministry of Finance.

3. To issue internal regulations related to the organization, governance, and operation of the Development Bank, including:

a) Regulations on the organization and operation of the Board of Directors, the units under and units affiliated to the Development Bank;

b) Regulations on professional operations and other internal regulations and rules under the Board of Directors’ competence.

4. To promulgate plans on implementation of medium-term, and long-term operational plans and operational strategies of the Development Bank after they are approved by the Prime Minister.

5. To decide on the Development Bank's annual financial plans and operational plans.

6. To decide on, decentralize, or authorize, in accordance with law, the following matters:

a) Lending, credit guarantees, capital mobilization activities, and other activities in accordance with law;

b) Handling of risk and loss related to state policy credit loans, other loans, and credit guarantees under the competence of the Board of Directors as prescribed by law and the risk management mechanism of the Development Bank;

c) Investment in capital construction, purchase, sale, lease, rent, renovation, and repair of assets of the Development Bank in accordance with law and regulations on the financial management mechanism applicable to the Development Bank;

d) Reallocation of capital for investment in capital construction and procurement of fixed assets; reallocation of assets among units within the Development Bank system;

dd) Other matters under the competence of the Board of Directors of the Development Bank in accordance with law regulation.

7. To approve: Reports on operations, financial statements, distribution of financial results, setting aside and use of funds, and publication of the annual reports of the Development Bank in accordance with the financial management mechanism applicable to the Development Bank.

8. To decide on the selection of an independent audit organization to audit the annual financial statements of the Development Bank at the proposal of the General Director.

9. To exercise powers and responsibilities in salary and bonus management for the Development Bank in accordance with the Government’s regulations applicable to policy banks.

10. To decide on capital contribution to establish enterprises; to decide on the increase or decrease of the Development Bank’s contributed capital in enterprises based on the approval of policy by the Prime Minister.

11. To decide on matters within the competence of the owner representative regarding the Development Bank’s capital contributions in enterprises, in accordance with law and internal regulations of the Development Bank.

12. To decide on payroll for the head office and affiliated units within the assigned total payroll defined in Clause 2, Article 35 of this Decree.

13. To decide on the number, structure, establishment, reorganization, and dissolution of the units under the Development Bank and units affiliated to the Development Bank.

14. To decide on planning, transfer, rotation, appointment, reappointment, relief from position, acceptance of resignation, commendation, disciplinary actions, termination of employment, retirement, and other personnel-related matters for: Deputy General Directors, Chief Accountant, personnel of the assisting apparatus of the Board of Directors, Heads of units under and affiliated to the Development Bank, representatives managing the Development Bank’s capital contributions in enterprises as proposed by the General Director; the internal audit division and the assisting unit of the Supervisory Board as proposed by the Supervisory Board.

15. To evaluate the annual performance of the members of the Board of Directors and report on it to the Ministry of Finance for evaluation as specified in Clause 2, Article 35 of this Decree.

16. To evaluate the annual performance of Deputy General Directors, Chief Accountant, and titles under the management of the Board of Directors.

17. To decide on assignment of members of the Board of Directors (excluding the Chairperson of the Board of Directors and the General Director), Deputy General Directors, Chief Accountant, and Heads of units under and affiliated to the Development Bank for business trips, participation in study programs in the country; overseas business trips, participation in study programs, or handling of personal matters in foreign countries.

18. To comprehensively supervise the operations of the Development Bank; to supervise the implementation of resolutions, decisions, and other documents of the Board of Directors. To suspend, cancel, or repeal any documents or regulations of the Development Bank (excluding documents issued by the Supervisory Board) that are contrary to the resolutions, decisions, or other effective documents of the Board of Directors.

19. To supervise and direct the General Director in performing assigned duties.

20. To perform other tasks and exercise other powers of the agency directly representing the state owner at the Development Bank in accordance with the laws.

Article 15. Tasks and powers of the Chairperson of the Board of Directors

1. To promulgate the programs and plans on operation of the Board of Directors.

2. To assign tasks to the members of the Board of Directors. To direct and supervise the members of the Board of Directors in performing the assigned duties and delegated tasks and powers.

3. To convene and preside over meetings of the Board of Directors in accordance with this Decree.

4. To sign, on behalf of the Board of Directors, resolutions and decisions of the Board of Directors, documents submitted to competent authorities and handle matters under the tasks and powers of the Board of Directors.

5. In case of absence, to authorize in writing a member of the Board of Directors to perform the rights and tasks of the Chairperson of the Board of Directors in accordance with the assignment and authorization mechanism prescribed by the Board of Directors.

6. To be responsible before the law and before the Board of Directors for his/her decisions.

7. To perform other tasks and exercise other powers as prescribed in this Decree, relevant laws, and as assigned or authorized by the Board of Directors.

Article 16. Tasks and powers of members of the Board of Directors

1. To perform the tasks and exercise the powers of members of the Board of Directors in accordance with the regulations on the organization and operation of the Board of Directors and as assigned by the Chairperson of the Board of Directors.

2. To study and evaluate the situation and results of operation, and to contribute to the development orientation, operational plans of the Development Bank in each period.

3. To attend meetings of the Board of Directors, discuss, and vote on all matters within the scope of the meeting, except for cases where a member is not entitled to vote due to conflicts of interest. To be responsible before the law and before the Board of Directors for his/her decisions.

4. To request the Chairperson of the Board of Directors to convene an extraordinary meeting of the Board of Directors in accordance with Clause 2, Article 17 of this Decree.

5. To implement the decisions and resolutions of the Board of Directors in accordance with this Decree and relevant laws.

6. To report on the performance of assigned tasks to the Board of Directors upon request.

7. To perform other tasks and powers as defined in this Decree and relevant law regulations.

Article 17. Working regime, conditions and procedures for meetings of the Board of Directors

1. The Board of Directors shall work on a collegial basis and make decisions by majority vote; meetings shall be convened at least once a month by the Chairperson of the Board of Directors (or an authorized person) to review and decide on matters within its powers and responsibilities.

2. The Board of Directors shall hold extraordinary meetings at the request of

a) The Chairperson of the Board of Directors; or

b) The General Director or the Head of the Supervisory Board; or

c) At least two members of the Board of Directors.

A request for an extraordinary meeting of the Board of Directors must be made in writing, clearly stating the purpose of the meeting, the issues to be discussed and decided that fall within the competence of the Board of Directors. The person competent to convene a meeting of the Board of Directors has the right to refuse the above request if the issues to be discussed and decided are not within the competence of the Board of Directors, but must inform the requester and the members of the Board of Directors about it.

3. The Chairperson of the Board of Directors or a member of the Board of Directors authorized by the Chairperson shall convene a meeting within 5 working days from the date of receiving the request for convocation of a meeting defined at Points b and c, Clause 2 of this Article. In case the Chairperson of the Board of Directors or the authorized person refuses to convene the meeting, the Chairperson of the Board of Directors or the authorized person shall be responsible for any damages incurred by the Development Bank, except in cases where the meeting cannot be convened due to force majeure. In the force majeure case mentioned above, the requesters defined at Points b and c, Clause 2 of this Article may replace the Chairperson of the Board of Directors in convening the meeting of the Board of Directors.

4. The Chairperson of the Board of Directors or the convener of a meeting of the Board of Directors shall send the notice of invitation to a meeting at least 3 working days before the meeting date. The notice of invitation to a meeting shall be in writing, clearly stating the agenda, time, and venue of the meeting, and the issues to be discussed and decided. Online meeting format may be applied when necessary.

5. A meeting of the Board of Directors shall be conducted when at least 2/3 of the total members of the Board of Directors are present.

6. Resolutions and decisions of the Board of Directors shall be effective when more than 50% of the attending members of the Board of Directors vote in favor or provide written consents; in case of a tie, the opinion of the person chairing the meeting shall be decisive.

7. For matters related to the state management functions of ministries, sectors, local governments, economic organizations, socio-political organizations, associations and unions, and non-governmental organizations, competent representatives of such organizations and agencies may be invited to attend the session. For sessions involving matters directly related to the rights and obligations of employees in the Development Bank, a representative of the Development Bank's Trade Union must be invited to attend.

8. Competence and procedures for obtaining written opinions from members of the Board of Directors:

a) The Chairperson of the Board of Directors shall decide on obtaining written opinions from members of the Board of Directors;

b) The order and procedures for obtaining opinions from members of the Board of Directors shall be defined by the Board of Directors in conformity with the law.

9. Minutes of meetings of the Board of Directors:

a) All meetings of the Board of Directors shall be recorded in minutes, and sound recordings may be made if necessary. The minutes shall be prepared in Vietnamese according to the format and key contents specified by law;

b) Minutes of meetings of the Board of Directors and documents used at the meetings must be archived at the head office of the Development Bank.

Article 18. Assisting the Board of Directors

The Board of Directors may establish specialized sections to assist the Board of Directors. The specific functions and tasks of these specialized sections shall be decided by the Board of Directors.

Section 2

SUPERVISORY BOARD

Article 19. Supervisory Board

1. The Supervisory Board shall supervise and evaluate the compliance with law regulations; internal regulations, resolutions, decisions, and other directive documents of the Government, the Prime Minister, ministries, and sectors performing the function of state management of the Development Bank, and of the Development Bank's Board of Directors.

2. The Supervisory Board consists of 03 members appointed by the Ministry of Finance, working on a full-time basis, including 01 member being the Head of the Supervisory Board. The criteria and conditions for appointment and relief from position applicable to members of the Supervisory Board shall comply with the regulations for credit institutions in Articles 41, 42, 43, 45, 46, and 47 of the Law on Credit Institutions and any amending, supplementing, or replacing documents (if any).

3. The term of office of a member of the Supervisory Board is 05 years. He/she may be reappointed.

4. In cases where the Supervisory Board has fewer members than the quantity specified in Clause 2 of this Article, within 90 working days at most from the date of such deficiency, the Supervisory Board must request the Ministry of Finance to appoint additional members in accordance with the regulations.

5. The Supervisory Board operates under regulations issued by the Ministry of Finance.

Article 20. Tasks and powers of the Supervisory Board

1. To supervise the governance and operational activities of the Development Bank in complying with the law, internal regulations, resolutions of the Board of Directors, decisions, and directive documents of competent authorities at all levels; to be accountable before the law, the Ministry of Finance, and competent agencies for the performance of the assigned tasks and powers specified in this Decree and relevant laws.

2. To promulgate, amend, and supplement internal regulations of the Supervisory Board.

3. To supervise compliance with the financial situation and regimes; accounting regime; compliance with prudential ratios and limits in the Development Bank's operations; to supervise the operation of the internal control system; to organize the implementation of internal audit.

4. To appraise the annual financial plan; to appraise the operation reports and financial statements for the first six months and annually; to evaluate the reasonableness, legality, truthfulness, and prudence in accounting, statistics, and making of financial statements; to inspect specific contents related to the Development Bank's operations when deemed necessary before reporting on them to the Ministry of Finance and relevant agencies.

5. To promptly notify the Board of Directors and report to the Ministry of Finance when detecting that a member of the Board of Directors or an operator of the Development Bank violates this Decree and relevant laws; to request the violator to immediately terminate the violation and provide solutions to remedy the consequences (if any).

6. To have full, accurate, and timely access to information and documents related to the management and operation of the Development Bank to perform its assigned tasks and powers.

7. To attend briefing meetings, Board of Directors’ meetings, meetings chaired by the General Director, and thematic meetings related to the performance of the Supervisory Board's tasks. Upon attendance at meetings, the Supervisory Board has the right to express opinions but must not vote. To have the right to request that its opinions are recorded in the meeting minutes if such opinions differ from the resolutions and decisions of the Board of Directors and to report to the Ministry of Finance.

8. To utilize the Development Bank's resources, to hire experts and organizations to perform its tasks but still be responsible for the performance of its tasks. To use the Development Bank's seal to perform its functions and tasks.

9. Members of the Supervisory Board shall be provided with training in supervisory operations. If necessary, they have the right to request consultation from experts and specialized organizations to support their work after obtaining a written consent from the Ministry of Finance.

10. To perform other tasks and powers assigned by the Ministry of Finance.

Article 21. Tasks and powers of the head of the Supervisory Board

1. To direct and organize the implementation of the tasks and powers of the Supervisory Board in accordance with this Decree and relevant laws; to be responsible for the exercise of his/her rights and obligations.

2. To convene and preside over meetings of the Supervisory Board.

3. To sign documents within the competence of the Supervisory Board on behalf of the Supervisory Board.

4. To prepare work plans and assign tasks to members of the Supervisory Board in accordance with the internal regulations of the Supervisory Board.

5. To ensure that members of the Supervisory Board receive full, objective, and accurate information and have sufficient time to discuss matters that the Supervisory Board must consider.

6. To supervise and direct the members of the Supervisory Board in performing assigned tasks and the rights and obligations of the Supervisory Board.

7. To only delegate in writing to another member of the Supervisory Board the exercise of the rights and obligations of the head of the Supervisory Board during his/her absence or inability to perform tasks.

8. To propose extraordinary meetings of the Board of Directors in accordance with this Decree. To attend the Board of Directors’ meetings, meetings chaired by the General Director, and thematic meetings related to the performance of the Supervisory Board's tasks and to participate in giving opinions and making recommendations, but without voting.

9. To perform other tasks and powers as defined in this Decree and relevant law regulations.

Article 22. Tasks and powers of members of the Supervisory Board

1. To perform the tasks and powers of a member of the Supervisory Board in accordance with this Decree, relevant laws, and the internal regulations of the Supervisory Board, with honesty and prudence for the benefit of the Development Bank and the State; to be responsible for the performance of their rights and obligations.

2. To request the head of the Supervisory Board to convene an extraordinary meeting of the Supervisory Board.

3. To control operations, inspect accounting books, assets, and financial statements of the Development Bank, and to recommend remedies for violations (if any).

4. To request the Development Bank’s staff to provide data and explain activities to perform their assigned tasks.

5. To report on unusual financial activities to the head of the Supervisory Board, and to bear personal responsibility for their evaluations and conclusions.

6. To attend meetings of the Supervisory Board, discuss, and vote on matters within the tasks and powers of the Supervisory Board, except for matters involving conflicts of interest.

7. To attend the Board of Directors’ meetings, meetings chaired by the General Director, and thematic meetings related to the performance of the Supervisory Board's tasks and to participate in giving opinions and making recommendations, but without voting.

8. To perform other tasks in accordance with the law regulations.

Article 23. Internal audit division and assisting division

1. The Supervisory Board has an internal audit division and an assisting division to perform its duties. Based on the proposal of the Supervisory Board, the Board of Directors shall establish the internal audit division and assisting division of the Supervisory Board.

2. The operational regulations of the internal audit division and assisting division shall be decided by the Supervisory Board.

Section 3

GENERAL DIRECTOR

Article 24. General Director

1. The General Director shall manage the daily operations of the Development Bank, and take responsibility before the Board of Directors and before the law for the performance of his/her tasks and powers.

2. The term of office of the General Director is 05 years and he/she may be reappointed.

3. The criteria and conditions for appointment and relief from position applicable to members of the General Director shall comply with the regulations for credit institutions in Articles 41, 42, 43, 45, 46, and 47 of the Law on Credit Institutions and any amending, supplementing, or replacing documents (if any).

Article 25. Tasks and powers of the General Director

1. To comply with resolutions, decisions, and directive documents of the Board of Directors, this Decree, and relevant laws.

2. To submit the following contents to the Board of Directors:

a) Annual, medium-term, and long-term operational plans and operational strategies; annual financial plans;

b) Selection of an independent audit organization to audit the Development Bank's annual financial statements;

c) Other contents as assigned by the Board of Directors, and as defined in this Decree and relevant laws.

3. To issue and guide the implementation of internal regulations, rules, processes, and operating procedures for the daily administration of the Development Bank.

4. To decide on matters within his/her competence related to the daily administration of the Development Bank.

5. To establish and maintain an effective internal control system.

6. To organize the implementation of the Development Bank's operational plan, financial plan, resolutions, decisions, and directive documents of the Board of Directors and competent authorities.

7. To organize recruitment and employment according to the allocated payroll.

8. To decide on or delegate or authorize units under and affiliated to the Development Bank to perform credit extension, conclusion of contracts, mobilization of capital, investment, liquidation, sale of assets of the Development Bank, transfer of capital and assets among affiliated units, and perform other tasks in accordance with the law and consistent with the competence delegated or authorized by the Board of Directors.

9. To decide on measures beyond his/her competence defined in this Decree and relevant laws in emergency cases involving natural disasters, war, fire, epidemics, or incidents, and to bear full responsibility before the law and competent agencies for such decisions; to promptly report to the Board of Directors after implementation under the Development Bank's internal regulations.

10. To decide on planning, transfer, rotation, appointment, reappointment, relief from position, acceptance of resignation, commendation, disciplinary actions, termination of employment, retirement, and other personnel-related matters for management titles in the Development Bank in accordance with internal regulations issued by the Board of Directors, except for titles under the competence of the Prime Minister, the Ministry of Finance, and the Board of Directors.

11. To request the convening of extraordinary meetings of the Board of Directors in accordance with the law and this Decree.

12. To report to the Board of Directors, the Supervisory Board, and competent agencies on the operational results of the Development Bank in accordance with this Decree and relevant laws.

13. To be subject to the supervision of the Board of Directors, the Supervisory Board, and competent state agencies regarding the performance of his/her tasks and powers in accordance with this Decree and relevant laws.

14. To represent the legal entity of the Development Bank before the law in litigation, disputes, liquidation, dissolution, and in internal and external affairs related to the Development Bank's operations in accordance with the assignment and authorization regulations of the Board of Directors.

15. To sign documents, agreements, contracts, and certificates of the Development Bank in internal and external affairs in accordance with this Decree and relevant laws, in conformity with the assignment, decentralization, and authorization of the Board of Directors.

16. To perform other tasks and powers as defined in this Decree and relevant law regulations.

Article 26. Assisting the General Director

1. Deputy General Directors, Chief Accountant, units under and affiliated to the Development Bank shall assist the General Director (except for departments assisting the Board of Directors, the Supervisory Board, Party organization and mass organizations).

2. Deputy General Directors

a) A Deputy General Director is responsible for one or several areas of the Development Bank's operations as assigned by the General Director and take responsibility before the General Director, the Board of Directors, and the law for the performance of the assigned tasks;

b) The number of Deputy General Directors shall be decided by the Board of Directors, with a maximum of 05 persons. The term of office of a Deputy General Director is 05 years and he/she may be reappointed;

c) The criteria and conditions for appointment and relief from position applicable to Deputy General Directors shall comply with the Law on Credit Institutions and relevant law regulations.

3. Chief Accountant

a) The Chief Accountant shall be responsible for assisting the General Director in directing the implementation of the Development Bank's accounting and financial work; he/she takes responsibility before the General Director, the Board of Directors, and the law for the performance of the assigned tasks;

b) The criteria and conditions for appointment and relief from position applicable to the Chief Accountant shall comply with the Law on Credit Institutions and relevant law regulations.

4. Units under and affiliated to the Development Bank

a) Units under and affiliated to the Development Bank have the function of advising and assisting the General Director in managing work in accordance with the Development Bank's regulations; they take responsibility before the General Director, the Board of Directors, and the law for the performance of the assigned tasks;

b) The criteria and conditions for appointment and relief from position applicable to heads of units under and affiliated to the Development Bank shall comply with regulations for Directors of credit institution branches defined in the Law on Credit Institutions and relevant law regulations.

Article 27. Internal control system

1. The internal control system is a set of mechanisms, policies, internal regulations, processes and organizational structure of the Development Bank, organized and implemented to ensure timely prevention, detection, and handling of risks.

2. The operation of the internal control system shall comply with the State Bank of Vietnam’s regulations on the internal control system of credit institutions and foreign bank branches, regulations of the Board of Directors, and relevant laws.

Section 4

RELATIONSHIP BETWEEN THE BOARD OF DIRECTORS, THE GENERAL DIRECTOR, AND THE SUPERVISORY BOARD

Article 28. Relationship between the Board of Directors, the General Director, and the Supervisory Board in management and operation

1. In the process of managing and operating the Development Bank, the Board of Directors, the General Director, and the Supervisory Board shall be responsible for performing their tasks and powers in accordance with this Decree and relevant laws, regularly providing information, and exchanging and consulting opinions before making decisions.

2. The General Director shall organize the implementation of resolutions and decisions of the Board of Directors and the Chairperson of the Board of Directors, and reporting on the results of implementation to the Board of Directors and is Chairperson. If detecting any issues inconsistent with the legitimate interests of the Development Bank or contrary to law regulations on the responsibilities and powers of the Development Bank, the General Director must immediately report on them to the Board of Directors for reconsideration and adjustment. If the Board of Directors does not adjust the resolution or decision, the General Director must still comply with it but has the right to reserve his/her opinion to propose to competent agencies for decision.

In cases a decision of the General Director is contrary to law regulations or inconsistent with the legitimate interests of the Development Bank, the Board of Directors has the right to request the General Director to adjust it.

3. The Supervisory Board performs the function of supervising the operations of the Development Bank in accordance with this Decree and the Operational Regulations of the Supervisory Board issued by the Ministry of Finance.

4. Other regulations on the relationship between the Board of Directors, the General Director, and the Supervisory Board shall comply with the Development Bank's internal regulations and relevant laws.

Chapter III

ACTIVITIES OF THE DEVELOPMENT BANK

Article 29. Professional operations of the Development Bank

1. Capital mobilization:

a) To issue Government-guaranteed bonds in accordance with the law;

b) To issue bonds and valuable papers in Vietnamese Dong of the Development Bank in accordance with the law;

c) To borrow from Vietnam Social Security; to borrow from domestic and foreign financial and credit institutions in accordance with the law;

d) To borrow refinancing loans from the State Bank of Vietnam in accordance with the law;

dd) To mobilize capital from other domestic and foreign organizations in accordance with the law;

e) To receive entrusted deposits from domestic and foreign organizations and individuals in accordance with the law;

g) To mobilize other capital sources in accordance with the law.

2. Credit Activities:

a) To carry out the lending according to the state investment credit policy in accordance with the law;

b) To provide credit guarantees for small and medium-sized enterprises borrowing capital from commercial banks in accordance with the Prime Minister's decision on issuance of regulations on guarantees for small and medium-sized enterprises borrowing capital from commercial banks;

c) To relend ODA loans and preferential foreign loans of the Government in accordance with the law;

d) To carry out other credit activities in accordance with the law.

3. Entrustment and taking of entrustment:

To carry out lending activities under authorization/entrustment, capital allocation under entrustment; guarantees under authorization/entrustment; entrusting and taking of entrustment to provide financial and banking services to clients in accordance with the law.

4. To participate in the interbank market, open market, and organize internal payment; to provide payment services and other banking services to clients; to carry out foreign exchange activities; to participate in domestic and international payment systems in accordance with the law.

5. To carry out other professional operations in accordance with the law.

Article 30. Operating capital and use of capital of the Development Bank

The operating capital and the use of capital of the Development Bank shall comply with regulations on the credit and financial management mechanism of the Development Bank, this Decree, and relevant laws.

Article 31. Financial regime

The financial management mechanism of the Development Bank shall comply with the Government’s regulations.

Article 32. Accounting and statistical regimes

1. The Development Bank shall implement accounting and statistical regimes in accordance with the law and the Ministry of Finance's guidance.

2. The fiscal year of the Development Bank begins on January 01 and ends on December 31 of the calendar year.

Article 33. Financial statements and financial statement audit

1. The Development Bank shall prepare financial statements in accordance with the law.

2. The annual financial statements of the Development Bank shall be audited in accordance with law regulations.

3. The Development Bank shall disclose its financial statements in accordance with the law.

4. The Board of Directors, the Supervisory Board, and the General Director of the Development Bank shall be responsible for the accuracy and truthfulness of the financial statements.

Chapter IV

POWERS AND RESPONSIBILITIES OF THE PRIME MINISTER AND MANAGEMENT AGENCIES TOWARDS THE DEVELOPMENT BANK

Article 34. The Prime Minister

The Prime Minister decides on the following matters based on the proposal of the Ministry of Finance:

1. Assignment, rotation, appointment, reappointment, relief from position, acceptance of resignation, commendation, discipline, termination of employment, retirement, and other personnel work for the Chairperson of the Board of Directors and the General Director of the Development Bank.

2. Reorganization, restructuring, ownership conversion, and dissolution of the Development Bank.

3. Operational strategies of the Development Bank.

4. Medium-term and long-term operational plans of the Development Bank.

5. The policy on contributing capital to establish enterprises, and the increase or decrease of the Development Bank's contributed capital in enterprises.

6. To perform other tasks and powers as stipulated by law.

Article 35. The Ministry of Finance

1. To submit to the Prime Minister for decision on the contents in Article 34 of this Decree.

2. To decide on the following matters based on the proposal of the Development Bank's Board of Directors:

a) The payroll of the Development Bank;

b) Planning for the positions of Chairperson of the Board of Directors, General Director, other members of the Board of Directors, and members of the Supervisory Board;

c) Assignment, rotation, appointment, reappointment, relief from position, acceptance of resignation, commendation, discipline, termination of employment, retirement, and other personnel work for members of the Board of Directors (excluding the Chairperson of the Board of Directors and the General Director), and members of the Supervisory Board;

d) Evaluation of the operational efficiency and rating the Development Bank;

dd) Evaluation of the performance level of the members of the Board of Directors and the members of the Supervisory Board of the Development Bank in accordance with the law;

e) Approval of the overseas business trips, participation in study programs, or handling of personal matters of the Chairperson of the Board of Directors, the General Director, and the members of the Supervisory Board of the Development Bank.

3. To submit to competent authorities for arrangement of funds for allocation of interest rate subsidies and management expenses; allocation of charter capital in the annual plans, medium-term public investment plans, and other capital sources (if any) for the Development Bank in accordance with the law on state budget, public investment, and relevant laws.

4. To submit to competent authorities for allocation of annual state investment credit capital plans to the Development Bank before the planning year.

5. To exercise powers and responsibilities in salary and bonus management of the Development Bank in accordance with the Government’s regulations applicable to policy banks.

6. To perform other tasks and powers as defined by law.

Article 36. The Ministry of Home Affairs

1. To guide the Development Bank to perform policies on labor, salaries, and bonuses.

2. To perform other tasks and powers as defined by law.

Article 37. The State Bank of Vietnam

1. To guide the Development Bank to classify debts and implement the regulations on operation safety assurance in conformity with the nature and operations of the Development Bank.

2. To guide the Development Bank to participate in payment activities, the open market, the interbank market, and borrowing of refinancing loans from the State Bank of Vietnam in accordance with the law.

3. To decide on the grant of a license for foreign exchange management operation suitable to the activities of the Development Bank.

4. To perform other tasks and powers as defined by law.

Article 38. Ministries, ministerial-level agencies, government-attached agencies and local authorities

1. To perform inspection, examination, supervision, and other state management functions for the operations of the Development Bank according to their functions and tasks assigned by the Government and law regulations.

2. To perform other tasks and powers as defined by law.

CHAPTER V

INFORMATION AND CONFIDENTIALITY OF THE DEVELOPMENT BANK

Article 39. Information exchange

The Development Bank and credit institutions may exchange information with each other regarding the operations of the Development Bank and credit institutions.

Article 40. Information confidentiality

1. Members of the Board of Directors, executive officers, and employees of the Development Bank may not disclose client information or secrets about the Development Bank's operations in accordance with the law.

2. The Development Bank has the right to refuse requests from organizations and individuals to provide information related to clients’ deposits and assets, and the Development Bank's operations, except for cases where such requests are made by competent state agencies in accordance with law regulations or are approved by the clients.

Chapter VI

ORGANIZATION OF IMPLEMENTATION 

Article 41. Effect

1. This Decree takes effect on the date of its signing.

2. The Charter on the organization and operation of the Vietnam Development Bank issued together with the Prime Minister's Decision No. 1515/QD-TTg dated September 03, 2015 shall cease to be effective from the effective date of this Decree.

Article 42. Implementation organization

Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees, the Chairperson of the Board of Directors, the General Director of the Development Bank and related organizations and individuals shall implement this Decree.