Quyết định 15/2008/QD-BTC

DECISION

ISSUING REGULATIONS ON SECURITIES [BUSINESS] PRACTICE

THE MINISTER OF FINANCE

Pursuant to the Law on Securities 70-2006-QH11 dated 29 June 2006;
Pursuant to Decree 14/2007/ND-CP of the Government dated 19 January 2007 implementing the Law on Securities;
Pursuant to Decree 77/2003/ND-CP of the Government dated 1 July 2003 on the functions, duties, powers and organizational structure of the Ministry of Finance;
On the proposal of the Chairman of the State Securities Commission;

DECIDES:

Article 1.- To issue with this Decision the Regulations on Securities [Business] Practice.

Article 2.- This Decision shall be of full force and effect fifteen (15) days from the date of its publication in the Official Gazette.

Article 3.- The Head of the Office of the Ministry of Finance, the Chairman of the State Securities Commission, securities practitioners, securities companies, fund management companies, securities investment companies and other parties involved shall be responsible for implementation of this Decision.

REGULATIONS

ON SECURITIES [BUSINESS] PRACTICE
(Issued with Decision 15/2008/QD-BTC of the Minister of Finance dated 27 March 2008)

Chapter I

GENERAL PROVISIONS

Article 1.- Governing scope

These Regulations govern the conditions, application files and procedures for issuance of securities practising certificates ["SPC"] and regulates both securities practitioners and entities employing securities practitioners within the territory of the Socialist Republic of Vietnam.

Article 2.- Interpretation of terms

1. Securities practitioner means a person to whom the State Securities Commission ["SSC"] has issued a securities practising certificate ["SPC"] and who is working in a professional position in a securities company, fund management company [or]1 securities investment company.

2. Securities practising certificate ["SPC"] means a document certifying that the person named in the certificate satisfies all the conditions for working in a professional position in a securities company, fund management company [or] securities investment company legally operating within the territory of the Socialist Republic of Vietnam.

3. Certificate of expertise in securities means a document certifying that the person named in the certificate satisfied the requirements during a test of the level of his or her professional skills in securities and the securities market.

4. Valid copy means a copy which has been notarized [and/or] certified by a competent body of Vietnam.

5. Valid application file means an application file containing all the documents stipulated in these Regulations and containing all the required declarations stipulated by law.

6. Experience working in the finance [and/or] banking sector means experience working professionally in a financial, accounting [or] investment section in an enterprise not operating in the finance - banking sector; or working in a professional, finance [or] accounting position in any enterprise, unit or organization operating in the finance, banking, insurance, securities [and/or] auditing sectors.

Chapter II

ISSUANCE, EXCHANGE, WITHDRAWAL AND RE-ISSUANCE OF SECURITIES PRACTISING CERTIFICATES

Article 3.- Types of securities practising certificates

SPCs shall comprise the following types:

1. Securities brokerage practising certificate.

2. Financial analysis practising certificate.

3. Fund management practising certificate.

Article 4.- Conditions for issuance of securities practising certificates

1. A securities brokerage practising certificate may only be issued to an individual who satisfies all the following conditions:

(a) Having full legal capacity and capacity for civil acts; and not currently subject to a criminal penalty or ban by a court from professional business practice.

(b) Not having been subject to a penalty imposed in accordance with the law on securities and securities markets by the SSC; or in the case of an individual having been subject to such a penalty, then more than one year must have expired since the date of completed compliance with the penalty decision.

(c) Holding a university or post-university qualification.

(d) Having passed an exam for issuance of a securities practising certificate, appropriate for the type of SPC for which a request for issuance is made.

(dd) Having the requisite certificates of expertise in securities comprising: a certificate on basic issues regarding securities and the securities market; a certificate on law on securities and the securities market; a certificate on securities analysis and investment; and a certificate on securities brokerage and securities investment consultancy.

2. A financial analysis practising certificate shall be issued to an individual who satisfies all the following conditions:

(a) The conditions stipulated in clause 1 of this article.

(b) Having the following certificates of expertise: a certificate on financial consultancy and underwriting securities issues; and a certificate on analysis of enterprise financial statements.

3. A fund management practising certificate shall be issued to an individual who satisfies all the following conditions:

(a) The conditions stipulated in clause 2 of this article.

(b) Having a certificate of expertise in management of funds and assets.

(c) Having at least three (3) years' experience working in the finance [and/or] banking sector, except for a person who has [one of] the following certificates, namely CFA ([International] Chartered Financial Analyst), CIIA (Certified International Investment Analyst), ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountant), or holding a masters degree in economics, finance - accounting, banking [and/or] securities in a member country of the Organization for Economic Co-operation and Development (OECD). A university graduate in the faculties of finance accounting, banking [and/or] securities in a member country of the OECD need only have a minimum of one year's experience working in the finance [and/or] banking sector.

4. Persons holding the following degrees or certificates shall be exempt from one or a number of the requisite certificates of expertise in securities stipulated in clauses 1, 2 and 3 of this article:

(a) The holder of a doctorate in economics [or] an international CIIA certificate (Certified International Investment Analyst), or a certificate certifying that the holder has passed the level II CFA exam (Chartered Financial Analyst level II) or higher shall be exempt from the certificate on basic issues regarding securities and the securities market, the certificate on securities analysis and investment, and the certificate on analysis of enterprise financial statements.

(b) The holder of a masters degree in economics [or] an international ACCA certificate (Association of Chartered Certified Accountants), CPA certificate (Certified Public Accountant) or a certificate certifying that the holder has passed the level I CFA exam (Chartered Financial Analyst level I) shall be exempt from the certificate on basic issues regarding securities and the securities market, and the certificate on analysis of enterprise financial statements.

(b) The holder of a lawful overseas SPC or equivalent document proving that such individual has been permitted to legally conduct securities practice overseas shall be exempt from all the requisite certificates of expertise in securities except for the certificate on law on securities and the securities market.

Article 5.- Application file and procedures for issuance of a securities practising certificate

1. An application file for the issuance of a SPC shall contain the following documents:

(a) Request for issuance of a SPC (on the standard form in Appendix 1 issued with these Regulations).

(b) Summarized curriculum vita (on the standard form in Appendix 2 issued with these Regulations) certified by the local authority of the place where the individual resides or by an organization in the place where the individual is currently working, to be certified within the six (6) month period prior to the date on which the SSC receives the application file.

(c) Legal record issued by the competent authority within the six (6) month period prior to the date on which the SSC receives the application file, together with a valid copy of the currently valid people's identity card or passport.

(d) Valid copy of university degree, masters degree or doctorate.

(dd) Valid copy of the lawful overseas SPC or equivalent document proving that the applicant has been permitted to legally conduct securities practice overseas (if there is any such certificate or document).

(e) Valid copies of certificates of expertise in securities or of the degrees entitling exemption from such certificates of expertise in securities pursuant to article 4 of these Regulations.

(g) Results of the examination taken for the type of SPC requested.

(h) Two photos (size 4 x 6) taken within the six (6) month period prior to the date on which the SSC receives the application file.

(i) In the case of a request for issuance of a fund management practising certificate, the application file must also contain a document from the competent organization certifying [or] proving that the applicant has the required number of years experience working in the finance [and/or] banking sector (unless the applicant is exempt) as stipulated in clause 3(c) of article 4 of these Regulations.

2. An application file from a foreigner for the issuance of a SPC shall contain the following documents:

(a) The documents stipulated in sub-clauses (a), (c), (d), (dd), (e), (g), (h) and (i) of clause 1 of this article.

(b) Summarized curriculum vita (on the standard form in Appendix 2 issued with these Regulations) certified by the authorized body of the country of the nationality of the applicant, to be certified within the six (6) month period prior to the date on which the SSC receives the application file.

3. The application file prescribed in either clause 1 or clause 2 of this article shall be prepared in one set and sent to the SSC, and shall not be returnable except in a case of refusal to issue the SPC.

Any documents prescribed in either clause 1 or clause 2 of this article which are in a foreign language must be formulated in two copies, one copy in the foreign language being a copy of the original, and one copy [translated] into Vietnamese and notarized by a notary office or certified by an organization with the function of legally providing translations in Vietnam. If the applicant has foreign nationality, the above-mentioned documents must be consularized within the six (6) month period prior to the date on which the SSC receives the application file.

4. The SSC shall issue a SPC to an applicant within a time-limit of seven (7) days from the date of receipt of a valid application file, on the standard form in Appendix 3 issued with these Regulations. In a case of refusal, the SSC shall provide a written response explaining its reasons.

5. A SPC shall only be valid for use when the holder works in a professional position at a securities company, fund management company or securities investment company, and when such company notifies the SSC thereof.

6. Issued SPCs shall have an unspecified duration, except in a case where a SPC is withdrawn pursuant to article 7.1 of these Regulations.

Article 6.- Exchange of a securities practising certificate

1. A securities practitioner shall be permitted to exchange his or her SPC for [the type of] SPC appropriate for his or her professional position, if he or she satisfies all the conditions stipulated in clause 1, 2 or 3 of article 4 of these Regulations.

2. An application file for the exchange of a SPC shall contain the following documents:

(a) Request for exchange of a SPC (on the standard form in Appendix 4 issued with these Regulations).

(b) Summarized curriculum vita as stipulated in clause 1(b) in the case of a Vietnamese applicant or in clause 2(b) in the case of a foreign applicant, of article 5 of these Regulations.

(c) Copies of the requisite certificates of expertise in securities appropriate for the type of SPC which is being requested.

(d) Results of the examination taken for the type of SPC requested.

(dd) Two photos (size 4 x 6) taken within the six (6) month period prior to the date on which the SSC receives the application file.

(e) In the case of an application to exchange a SPC for a fund management practising certificate, the application file must also contain the documents stipulated in clause 1(i) of article 5 of these Regulations.

Article 7.- Withdrawal of a securities practising certificate

1. A SPC shall be withdrawn in the following circumstances:

(a) The holder no longer satisfies the conditions stipulated in clause 1(a) of article 4 of these Regulations.

(b) The holder breaches the provisions stipulated in articles 9.1 or 81.3 of the Law on Securities.

(c) The holder fails to conduct securities [business] practice for a period of three (3) consecutive years.

2. Any holder of a SPC whose certificate is withdrawn in the circumstances stipulated in clause 1(b) of this article shall not be eligible to be re-issued with a SPC.

Article 8.- Re-issuance of securities practising certificates

1. After a SPC has been withdrawn, the applicant for re-issuance of a SPC must satisfy the conditions and comply with the provisions on the application file and procedures the same as stipulated for an initial application, and the applicant must also enclose a request for re-issuance of a SPC on the standard form in Appendix 5 issued with these Regulations.

2. In a case where a SPC is lost or destroyed, or the personal details (such as nationality, people's identity card or passport and so forth) in the SPC are changed, then the application file for re-issuance of the SPC shall contain the following documents:

(a) Request for re-issuance of the SPC on the standard form in Appendix 5 issued with these Regulations.

(b) Valid copy of the currently valid people's identity card or passport.

(c) Two photos (size 4 x 6) taken within the six (6) month period prior to the date on which the SSC receives the application file.

Article 9.- Fees for issuance, re-issuance and exchange of securities practising certificates

A securities practitioner who is issued or re-issued with a SPC or who exchanges his or her SPC must pay fees in accordance with regulations of the Ministry of Finance.

Chapter III

PROFESSIONAL TRAINING PROGRAMS ON SECURITIES, AND HOLDING EXAMINATIONS FOR THE ISSUANCE OF SECURITIES PRACTISING CERTIFICATES

Article 10.- Training programmes on securities expertise subjects

1. Professional training courses for the issuance of certificates of expertise in securities shall comprise:

(a) Course on basic issues regarding securities and the securities market.

(b) Course on law on securities and the securities market.

(c) Course on securities analysis and investment.

(d) Course on securities brokerage and securities investment consultancy.

(dd) Course on financial consultancy and underwriting securities issues.

(e) Course on analysis of enterprise financial statements.

(g) Course on management of funds and assets.

2. The courses prescribed in clause 1 of this article shall be held either by the Centre for Securities Research and Training under the SSC, or held by one of the training establishments at universities approved by the SSC.

3. Certificates of expertise in securities shall be issued by the Centre for Securities Research and Training to examinees who satisfy the requirements after having completed their training courses (including training courses held by training establishments at universities approved by the SSC).

4. The SSC shall approve the teaching materials and training programmes for the courses described in clause 1 of this article, and shall direct the Centre for Securities Research and Training Centre and approved training establishments to carry out such training programmes.

5. Holders of the following degrees shall be exempt from participating in courses but they must still sit examinations in order to be issued with certificates of expertise in securities, namely:

(a) Holders of a bachelors degree in economics shall be exempt from the training course on basic issues regarding securities and the securities market.

(b) Holders of a bachelors degree, masters degree or doctorate in law shall be exempt from the training course on law on securities and the securities market.

Article 11.- Holding examinations

1. The SSC shall be responsible before the Ministry of Finance for holding examinations for the issuance of securities practising certificates.

2. The SSC shall hold examinations for issuance of SPCs at least twice per year or depending on market requirements.

3. The SSC shall issue regulations on holding examinations for the issuance of SPCs.

Article 12.- People eligible to sit examinations [for securities practising certificates]

Any Vietnamese or foreigner wishing to be issued with a SPC in order to conduct securities [business] practice within the territory of the Socialist Republic of Vietnam [shall be eligible to sit an examination].

Article 13.- Conditions for sitting examinations

1. Persons eligible to sit examinations must have all the certificates of expertise in securities or the degrees entitling them to exemption, appropriate for the type of SPC for which they register to sit an exam, in accordance with article 4 of these Regulations.

2. Any foreigner who has a certificate of expertise in securities or a lawful overseas SPC or equivalent document proving that such foreigner has been permitted to legally conduct securities practice overseas need only sit an examination on the law of Vietnam on securities.

Article 14.- Application file for registration to sit an examination

An application file for registration to sit an examination for the issuance of a SPC shall contain the following documents:

1. Registration slip to sit an examination on the standard form in Appendix 4 issued with these Regulations.

2. Valid copy of the currently valid people's identity card or passport.

3. Summarized curriculum vita (on the standard form in Appendix 2 issued with these Regulations) certified by the local authority of the place where the individual resides or by an organization in the place where the individual is currently working, to be certified within the six (6) month period prior to the date of lodging the application file for registration.

4. Two photos (size 4 x 6) taken within the six (6) month period prior to the date of lodging the application file for registration, and two stamped envelopes with the name and address of the applicant for the purposes of receipt of a notice to sit the examination and for a notice on results of the examination.

Article 15.- Results of examinations

If a person who has passed an examination fails to conduct procedures requesting issuance of a SPC within one year of the date on which the SSC notified the results of the examination, then the results of such examination shall no longer be valid.

Article 16.- Fees for sitting examinations

People who register to sit examinations must pay fees in accordance with regulations of the State Securities Commission.

Chapter IV

SECURITIES [BUSINESS] PRACTITIONERS, AND ENTITIES EMPLOYING SECURITIES PRACTITIONERS

Article 17.- Principles of practice

1. A person issued with a securities brokerage practising certificate shall be permitted to conduct securities brokerage and securities investment consultancy.

2. A person issued with a financial analysis practising certificate shall be permitted to practise as a securities broker, a securities investment consultant, to conduct securities self-trading, and to provide consultancy on underwriting securities issues.

3. A person issued with a fund management practising certificate shall be permitted to practise as a securities broker, a securities investment consultant, to conduct securities self-trading, to provide consultancy on underwriting securities issues, and to manage assets.

4. A person issued with a SPC shall only be permitted to work in one (1) professional position at any one point of time.

5. Within a securities company, the director (general director) must have a financial analysis practising certificate or a fund management practising certificate. The deputy directors (deputy general directors), branch managers and branch deputy managers must have SPCs appropriate for the work they manage.

Article 18.- Responsibilities of securities practitioners

Securities practitioners working at securities companies, fund management companies and securities investment companies shall have the following obligations:

1. To comply with article 81 of the Law on Securities, other provisions of the law of Vietnam on securities and the securities market, and other relevant legal instruments.

2. To comply with the rules on professional ethics.

3. To provide a notice to the SSC (on the standard form in Appendix 7 to these Regulations) no later than five (5) days after discovering that his or her SPC has been lost, or on any change of personal information items set out in his or her SPC.

Article 19.- Responsibilities of entities employing securities practitioners

Entities employing securities practitioners shall have the following responsibilities:

1. To arrange work for the securities practitioner which is consistent with the type of SPC issued to such person.

2. To supervise securities practitioners to ensure they comply with law.

3. An entity employing a securities practitioner shall be responsible to provide a notice to the SSC within two (2) business days of the date of discovering that such practitioner is in breach of the law, and enclosing minutes of detection of the breach; or to provide such notice to the SSC after a securities practitioner signs or terminates a labour contract with the company (on the standard form in Appendix 8 issued with these Regulations) and enclosing a copy of the labour contract, a copy of the decision recruiting the new employee (in the case of recruitment), and a copy of the decision terminating the labour contract (when a securities practitioner ceases to work for the company).

4. The legal representative of an entity employing a securities practitioner shall be responsible to write his or her full name and to sign and seal an appendix to be attached to the SPC immediately after such practitioner is admitted to work for the company or immediately after such practitioner ceases to work for the company.

5. Entities employing securities practitioners must report to the SSC no later than 20 January each year, providing a list of staff who have been issued with a SPC and who are currently working at the company (on the standard form in Appendix 9 issued with these Regulations).

Article 20.- Sanctions applicable to securities practitioners and to employers of securities practitioners

Any securities practitioner and any entity employing a securities practitioner which breaches these Regulations shall be subject to a penalty in accordance with current regulations.

Chapter V

ORGANIZATION OF IMPLEMENTATION

Article 21.- Principles for processing securities practising certificates and certificates of expertise in securities issued prior to the date on which these Regulations take effect

1. Any securities practising certificate issued by the SSC pursuant to Decree 144-2003-ND-CP of the Government dated 28 November 2003 ["Decree 144"] shall remain valid and effective for the term recorded in such certificate but not beyond 31 December 2009. Securities practitioners issued with SPCs pursuant to Decree 144 must sit an exam in order to be re-issued with a SPC pursuant to these Regulations prior to 31 December 2009. If any of the above-mentioned securities practitioners transfer to work in a professional position for another securities company, fund management company or securities investment company prior to 31 December 2009, then the SSC shall issue such person with certification that he or she satisfies the conditions for securities practice as from the date of officially transferring to his or her [new] company up until 31 December 2009.

2. The SSC shall withdraw the old SPC (namely the certificate issued pursuant to Decree 144) after any

of the securities practitioners mentioned in clause 1 of this article transfer to work for another organization or after they are issued with a new SPC pursuant to these Regulations.

3. The SSC shall apply the new training programmes on expertise in securities (being the seven training courses stipulated in article 10.1 of these Regulations) prior to 1 January 2009. Prior to this date, any person who has three certificates of expertise in securities (certificate on basic issues regarding securities and the securities market, certificate on law applicable in the securities sector, and certificate on securities analysis and investment) or any person who was issued with a SPC pursuant to Decree 144 and is currently working for a securities company, fund management company [or] securities investment company shall be permitted to sit an examination and be issued with a SPC pursuant to these Regulations.

4. The persons prescribed in clause 3 of this Article must participate in and complete training courses to supplement their certificates of expertise in securities appropriate for the type of securities practice which they conduct in accordance with article 4 of these Regulations within two (2) years from the date on which the SSC applies the new training programmes.

Article 22

The Minister of Finance shall make a decision on any amendments or additions to these Regulations.