ASSOCIATION'S CHARTER

CHARTER

OF THE VIETNAM ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS

Chapter I

NAME, GUIDELINES AND OBJECTIVES

 

Article 1: Name

1.           Name of the association: Vietnam Association of Certified Public Accountants

2.           International name: Vietnam Association of Certified Public Accountants, abbreviated as VACPA.

3.           The logo of the Association includes the word VACPA, which is underlined and locating in the center of letter C with a globe and a golden star, underneath which contains: Independence - Integrity - Transparency.

Article 2: Guidelines and Objectives

1.           The Vietnam Association of Certified Public Accountants (hereunder called VACPA or the Association) is the professional organization of Vietnamese Certified Public Accountants and independent auditing firms in Vietnam.

2.           The objectives of VACPA are to assemble and unite the individuals and organizations working in the auditing profession; to uphold, develop and improve the quality of practicing auditors, of accounting and auditing services; to conserve the professional etiquette and ethics in order to become a professional association that is recognized by regional and international professional organizations; to contribute to the transparency and publicity of economic and financial information of businesses and organizations in accordance with  laws and regulations.

Article 3: Principles and scopes of activities

1.           VACPA is organized and operates on the basis of independence, integrity, transparency, democratic centralism, voluntariness, self management, self-sufficiency and self accountability for its own operations.

2.           VACPA operates in compliance with the laws and regulations of the Socialist Republic of Vietnam. It is a member of Vietnam Union of Science and Technology Associations (VUSTA), and is eligible to apply for membership of other domestic and international accountancy bodies in accordance with the laws and regulations. It is subject to supervision of the Ministry of Finance over accounting and auditing respects and of related state authorities over other respects of operations.

3.           VACPA operates on a nation-wide basis with its head office located in Hanoi and is eligible to establish representative offices in other cities and provinces under central management in accordance with laws and regulations.

4.           VACPA is a legal entity, having its own seal, logo, bank accounts and account in the State Treasury. Its official organ is its website and journals.

 

Chapter II

RIGHTS AND OBLIGATIONS

 

Article 4: The Association’s Obligations

1.           To assemble, unite and encourage its members to continuously improve their technical skills, credit and ethics; To provide technical updates, exchange the information and professional experiences; To assist its members by developing the processes, training manuals, and guidance on finance, accounting and auditing.

2.           To represent and protect legitimate rights and benefits of its members.

3.           To offer opinions to the State bodies in developing, appending, amending the financial, accounting and auditing system and policies. To develop guidance notes on technical matters to its members.

4.           To set up and enforce the commitments upon its members with regard to professional qualification, professional ethics, service quality; create a fair business environment among auditing firms; To support and protect the members in upholding credit, promote the members’ reputation and image, protect and develop the independent auditing profession in Vietnam.

5.           To establish and develop professional network and cooperation among its members, to listen and find suitable solutions to disputes among members in order to minimize unhealthy competition in providing accounting, auditing and consulting services.

6.           To promote international cooperation in accordance with laws and regulations, contributing to integration with regional and international community.

7.           To improve knowledge for auditors, practicing auditors and perform other duties in relation to independent auditing prescribed by the government. To disseminate the policies and regulations of finance, accounting, auditing. To provide CPD courses professional advice, professional information and experience sharing to the members.

8.           To manage central lists of members. To carry out inspection and monitoring of the compliance with laws and regulations on accounting and auditing, the quality of services provided by the members and auditing firms. To report non-compliances with laws and regulations to authorized State bodies for further action.

9.           To report on annual basis to the Ministry of Finance on the performance and results of implementing the duties as per authorization by authorized state bodies.

10.       To apply emulation, reward and discipline in accordance with the Association’s Charter and laws and regulations. To carry out summation, experience exchange of auditing practice in the country. To submit to the Ministry of Finance the annual report on the independent auditing activities, the Association’s resolutions, decisions in accordance with laws and on request.

Article 5: The Association’s rights

1.           To participate in establishing, amending and supplementing the policies issued by the State bodies in relation to finance, accounting and independent auditing on request. To develop guidance notes on auditing skills and technique for members in accordance with laws and regulations.

2.           To draft or assist auditing firms to compose the processes, training materials, and guidance notes on auditing technique.

3.           To organize or cooperate with relevant authorities to hold and propagate the regulations and policies on finance, accounting, auditing and law of the State and action program of the Association.

4.           To organize and participate in holding quality reviews of auditing services of members and other reviews at the request of authorized state bodies.

5.           To cooperate and participate in forums, conferences, and other activities and being eligible to apply for membership of other accountancy bodies in Vietnam and other countries in the region and in the world in accordance with Vietnamese laws and international practices.

6.           To compose and publish books, professional materials, reviews, bulletins and journals in order to serve the Association’s activities in accordance with laws and regulations.

7.           To be eligible to receive the sponsor and support from Government bodies, local and international organizations or individuals in accordance with laws and regulations.

 

Chapter III

MEMBERSHIP

 

Article 6: Members and membership criteria

1.           VACPA members include: Full members, Associate members and Honorary members.

2.           Full members:

a)       Vietnamese certified public accountants who have CPA certificate awarded by the Minister of Finance and are working in independent auditing organizations in Vietnam;

b)       Vietnamese certified public accountants who have CPA certificate awarded by the Minister of Finance but are not working in the independent auditing organizations in Vietnam and wish to join VACPA as full members.

3.           Associate members:

a)       Vietnamese certified public accountants who have CPA certificate awarded by the Minister of Finance but are not working in independent auditing organizations in Vietnam and wish to join VACPA as associate members;

b)       Vietnamese citizens who have been awarded foreign CPA certificate and wish to join VACPA as associate members;

c)       Vietnamese academic professors, lecturers, researchers, accounting or auditing professionals of management level with positive influence on the operations of VACPA who wish to join VACPA as associate members;

d)       Auditing firms established and operating in Vietnam who wish to join VACPA as associate members.

4.           Honorary members: Vietnamese citizens with credit and competency on accounting and auditing, being recognized by Members as great contributors to the development of the Association.

5.           Associate members and Honorary members are not eligible to participate, be nominated or elected in VACPA Executive Board nor to vote on any issue of the Association.

Article 7: Membership entry requirements

1.           Individuals who wish to become full members or associate members should be qualified in compliance with the regulations stipulated at Article 6 herein; should possess professional etiquette; should agree with the Association’s Charter; and should volunteer to apply for membership of  VACPA.

2.           Auditing firms who wish to become full members or associate members and agree with the Association’s Charter should volunteer to apply for membership and appoint representatives. Representatives should be directors or authorized persons, Vietnamese citizens and qualified to be full members of VACPA.

Article 8: Admission formalities for full and associate members

1.           Individuals and auditing firms who are qualified according to Article 6, Article 7 herein and wish to join VACPA as full members or associate members shall submit the application form (for individuals, the application form shall be enclosed with a copy of the CPA certificate or professional certificates; for auditing firms, they shall appoint a representative whose copy of the CPA certificate or professional certificates shall be enclosed with the application form) to the Association’s Head Office. The Association’s Head Office will consider the application and submit to the VACPA President for approval.

2.           Honorary members shall be recommended by the Association’s Head Office and suggested by at least 2 full members. Honorary members shall prepare a CV with the form pre-defined by the Association’s Executive Board.

3.           The VACPA Executive Board shall define the form for application.

Article 9: Procedures of membership revocation

1.           Individual members will be revoked and removed in the following cases:

a)       Violation of the Law on Independent Auditing to the extent of having CPA certificate revoked or being prohibited from independent auditing activities as per Law on Independent Auditing;

b)       Violation of professional code of ethics;

c)       Violation of the Association’s Charter, breach of the Resolutions and Decisions of the Executive Board which causes damages to the credit of the Association or other member(s).

2.           Member auditing firms will be revoked and removed in the following cases:

a)       Violation to the extent of having Certificate of satisfaction of conditions for auditing practice business revoked or being prohibited from independent auditing activities;

b)       Dissolution or bankruptcy.

3.           A member who decides to discontinue participating in the Association’s activities or passes away will be delisted.

4.           Revocatory process:

a)       A member who wishes to discontinue participating in the Association’s activities shall send a written request of membership termination to the Association’s Head Office and the request will be submitted to the President for approval.

b)       The member’s termination in other circumstances is suggested by the Association’s Head Office who then reports to VACPA Executive Board for consideration before requesting approval from the President.

5.           Upon having the member revocatory decision, the Association’s Head Office shall be responsible for informing the members who are delisted and publish the information of revocation on the Association’s website.

Article 10: Members’ responsibilities

1.           To strictly observe the State regulations, policies, and laws, and the Association's by-laws, statues, resolutions, and decisions; to participate actively in the Association’s activities.

2.           To involve in regular activities and fully subscribe to membership fees pursuant to the regulations of VACPA Executive Board (member fee is not applicable to Honorary Members).

3.           To strive to upgrade the skills and competency in all respects, particularly the technical skill and experience in auditing, accounting, finance and management.

4.           To preserve and dignify the professional ethics and virtues.

5.           To keep up with the professional credit; to propagandize and promote the association’s image and fame; to protect the association’s reputation and benefits; to encourage members to actively participate in the Association’s activities and in new member development.

6.           To be prohibited to act in the name of the Association in their own relationships, transactions unless being authorized or recommended by the Association’s Executive Board or President. To maintain regular contact with the Association’s Offices.

Article 11: Members’ rights

1.           Members are entitled to: directly participate in the Association’s activities; receive information on the issuance, modification, amendment of the State regulations, policies, and laws, international information on auditing, accounting and other information; participate in training courses to upgrade the professional competency, skills, and updating courses on finance, accounting and auditing; participate in study tours domestically or overseas organized or co-organized by the Association.

2.           Members are entitled to benefit from fee reduction or exemption for training courses, seminars, study tours organized by the Association, to get preferential treatment for using other services provided by the Association.

3.           Members are entitled to receive sponsorship and facilitation from the Association to carry out their initiatives in improving the accounting and auditing skills or to make research for the scientific topics on economy, finance within the Association’s capacity.

4.           Members are entitled to request for legal protection from the Association in personal professional activities in case of intrusion.

5.           Members are entitled to request the Association to suggest the State bodies issues which should be amended to improve the financial, accounting and auditing policies and regulations; to propose to alter, modify or supplement the policies, regulations, laws in relation to the Association’s activities.

6.           Full members are entitled to run for election, be nominated and elected for the leading positions of the Association, be allowed to participate and vote in the conferences of the Association. Full members have the right to authorize other full members to act on their behalf.

7.           Individual members are provided with “Member Card”, collective members are provided with “Collective Member Certificate” for use on participation in the Association’s activities.

8.           An auditing firm being a member of the Association has the right to authorize a full member to represent the firm to perform member’s rights and responsibilities and that representative shall perform the rights and responsibilities stipulated at Article 10, Article 11 herein. The Association’s Executive Board shall provide specific instructions on the rights and responsibilities of collective members with regard to subscription and preferential treatments from the Association.

9.           Members have the right to submit the application to exit the Association if not capable of participation.

 

Chapter IV

ORGANISATION

 

Article 12 : The Association’s organisation

The Association’s organization encompasses:

1.           The Nationwide Congress;

2.           The Executive Board (abbreviated as EB);

3.           The Standing Board;

4.           The Inspection Board;

5.           The Offices;

6.           Technical Committees and Teams.

Article 13:  Nationwide Congress of the Association

1.           The highest leading organ of the Association is its Nationwide Congress. The Congress’ term is 4 years and it is summoned by the EB. If necessary, the extraordinary Congress can be held when 2/3 of Board Members agree or if at least 1/2 of total numbers of full members request. The number of delegates is determined by the EB.

2.           The Congress will have the following responsibilities:

a)           Discussing and ratifying the summary report of the Association’s operations in the past term and deciding the direction and action plan in the new term;

b)           Discussing and voting to ratify the alteration and modification of the Association’s regulations (if necessary);

c)           Approving the financial reports of the past term and financial plan of the new term;

d)           Voting on the number of members of the Executive Board and Inspection Board, electing the Executive Board and Inspection Board for the new term.

3.           The Executive Board makes decision on the organization of the Congress.

Article 14: The Association’s Executive Board

1.           The EB is elected by the Congress. It is the leading organ of the Association between two terms of Congress and will be meeting at least 2 times per annum. If necessary, the extraordinary Congress shall be organized and summoned by the Association’s President if requested by above ½ of EB members.

2.           The EB Members are the prestigious and qualified individuals who have the professional capacity, management ability, experiences, morality and good condition to participate in the EB’s activities. There will be one to three candidates nominated by the state bodies. During the process of EB election, if two last short-listed candidates receive the equal votes, the decision from the Congress Presidium shall be final.

3.           Between two terms, if there is a shortage of 4 EB members and above, the additional EB voting can be carried out by the EB.

4.           The EB shall elect its President and Vice Presidents, one of whom is elected as Standing Vice President/ Secretary General

5.           The EB has the following responsibilities:

a)           Establishing program and method to deploy the implementation of the Congress Resolution, the decisions of EB conferences or annual members’ meetings;

b)           Electing President, Vice Presidents, Secretary General, Head and Deputy Head of Technical Committees and dismissing them if they fail to discharge their responsibilities or violate the laws and the Association’s regulations;

c)           Approving managing and operating regulations of the Association; prescribing regulations for management and use of assets, financial and accounting regulations, annual membership fee for each type of members;

d)           Approving annual summary report, financial report, action plan for the next year; deciding the annual membership fee for each type of members;

e)           Preparing documents for the congress, summoning the congress or extraordinary congress, organizing members’ activities;

f)             Leading the Association in the implementation of the Charter.

Article 15: The Association’s Standing Board

1.           The Association’s Standing Board is the permanent organ of the Executive Board, being responsible for the implementation of Congress Resolution and of EB’s Conference Resolution between two EB’s Conferences.

2.           The Standing Board includes President, Vice Presidents, Standing Vice President/Secretary General and its members. The members of Standing Board do not exceed 1/3 of total number of EB members. The Standing Board shall organize the quarterly meeting. The extraordinary meetings shall be summoned by the Association’s President or as requested by over ½ of Standing Board’s members.

Article 16: The Association’s President

1.           The Association’s President is the legal representative of the Association in the relationships with local and international partners and is accountable for the issues related to the Association.

2.           The Association’s President shall have the rights and responsibilities to:

a)           Chair the meetings of EB and Standing Board; manage the implementation of resolutions issued by Congress and Conferences hold by EB or Standing Board;

b)           Sign decisions for establishment of the Technical Committees of the Association; sign the appointment and dismissal decisions in accordance with the law and resolutions issued by Congress and Conferences hold by EB or Standing Committee;

c)           Sign decisions for issuance of the managing and operating statues of the Association; decisions for admitting or revoking the members and has the legal responsibility for all activities of the Association;

d)           Review the annual operation reports and financial reports of the Association that will be approved by the Executive Board before publicizing according to the Association’s regulations.

Article 17: Vice President’s Responsibilities

1.           The Vice Presidents shall be The President’s assistant and shall be authorized and directly assigned by the President to manage and undertake a certain number of activities and to manage the technical committees of the Association. A Vice President shall be in charge of managing the Association’s Office in Ho Chi Minh City and its operations in the south.

2.           The Standing Vice President cum Secretary General shall act on President’s behalf to chair EB Conferences and meetings of Standing Board during the President’s absence.

Article 18: Secretary General’s Responsibilities

1.           Secretary General is elected by the Association’s Executive Board and acts as the President’s assistant.

2.           Secretary General shall have the rights and responsibilities to:

a)           Manage the operations of the Association’s Offices;

b)           Handle the daily work at the Association’s Head Office;

c)           Prepare and submit the periodical reports, annual reports and tenure reports of the Executive Board to the Accountancy bodies that VACPA is member and the government bodies as per law.

Article 19: The Association’s Inspection Board

1.           The Congress shall elect the Association’s Inspection Board, including the Chief of Board and its members.

2.           The Inspection Board shall have the following responsibilities:

a)           Reviewing the execution of the Association’s Charter;

b)           Reviewing the operations of EB;

c)           Auditing  the financial reports of the Association;

d)           Reviewing the operation of the technical committees;

e)           Considering and resolving the complaint and denouncement (if any).

3.           The Chief of Inspection Board shall be invited to the regular conferences of Executive Board and Standing Board. The Inspection Board has the responsibility to report the reviewing results to EB and to propose necessary solutions, including proposal to summon extraordinary Congress in order to resolve crucial and urgent issues.

Article 20: Association’s Offices and Technical Committees

1.           The establishment of the Association’s Offices and its technical committees shall be suggested by the Standing Board and decided by the President.

2.           The Association’s Offices and its Technical Committees shall be the assisting bodies to the Standing Board and shall operate under the direct supervision of the President or Standing Vice President/Secretary General as assigned by the President. The Association’s Offices shall have the responsibility to manage, preserve the files, documents, records related to the Association’s activities and the seal. The use of the Association’s seal shall comply with the laws and regulations.

Article 21: Income of Association’s officers and staff

1.           The members of Executive Board and Inspection Board who are concurrently holding certain positions shall receive the allowance according to the assignments.

2.           The permanent or seasonal officers and staff shall have the labour contract with the Association and shall be paid and get other benefits as per Labour Code and the Association’s regulations.

3.           The allowance rate, labor contract and salary shall be proposed by EB or Standing Board and decided by the Association’s President.

 

Chapter V

ASSETS AND FINANCE OF THE ASSOCIATION

Article 22: The Association’s assets

1.           The Association’s assets include: assets procured or built by the Association, assets presented or sponsored, leased assets and assets acquired from other allowable sources (if any).

2.           The Association’s Offices shall be responsible for the effective management, maintenance and proper usage of the assets with the right purpose.

3.           In case of damages which cannot be repaired, the Association’s Offices shall process the liquidation in accordance with financial regulations.

Article 23 : The Association’s finance

1.           Sources of income:

a)           Membership fees;

b)           Income from the technical activities of the Association;

c)           Sponsorship and support from the members, the companies, local and international organizations and individuals;

d)           Other allowable incomes.

2.           Expenses and incomes are not allowed to allocate to its members.

3.           A fiscal year of the Association starts on 1st January and ends on 31st December. The tenure income and expenditure statement is taken in the fiscal year round.

Article 24 : The Association’s expenditures

1.           Expenditure on administrative activities: Salary and allowances, travel expenses for business trips, insurance, welfare for the officer being in charge of or holding concurrently the Association’s activities, expenditure on media releasing,  developing and publising books and technical materials, conference and meeting organization.

2.           Expenditure on technical activities of the Association (for CPD courses to update accounting, auditing and financial professionalism, etc.)

3.           Expenditure for international co-operation and activities.

4.           Purchasing assets.

5.           Other allowable expenditures.

Article 25 : Financial and Accounting Management

1.           All the Association’s assets, income and expenditures shall be properly, adequately and timely recorded in the Association’s accounting documents.

2.           The finance and accounting of the Association shall be managed in accordance with financial and accounting regulations of the Association, conforming to the financial and accounting laws.

3.           The Association’s annual financial statements and tenure income and expenditure statement shall be audited by an independent auditing firm and disclosed in the EB’s Conference and in the Association’s Congress under the Association’s Regulations, in accordance with the laws.

4.           The Financial and Accounting Statute of the Association is stipulated by the EB and approved by the Association’s President.

Article 26 : Dissolution and Financial Process upon the dissolution

1.           Whereas the operation of the Association does not deliver the expected efficiency, benefits to members or becomes disturbance to members, the EB shall summon the Congress to find a solution to strengthen the Association or dissolve it.

2.           When the Association is dissolved, the Standing Board and Inspection Board shall promptly carry out the inventory check of assets, fund and report to the Association’s Executive Board to decide how to handle the properties and balance, and shall implement the dissolving procedures as stipulated by Laws.

 

Chapter VI

REWARD AND DISCIPLINARY CASES

Article 27: Reward

1.           The Association’s members, officers and staff who achieve the excellent performance in the Association’s activities or in the auditing, accounting profession shall be rewarded by the Association’s President or shall be proposed to be rewarded by the Accountancy bodies that VACPA is member or authorized Government bodies.

2.           The authorization, requirements and procedures of the reward are approved by EB in accordance with laws.

Article 28: Disciplinary cases

1.           The Association’s members, officers and staff who negatively affect the Association’s credit and honor, infringe the statues, resolution of the Association or violate the laws, code of professional ethics, have CPA certificate, Certificate of satisfaction of conditions for auditing practice business provoked or be prohibited from independent auditing activities as per law shall be applied with the disciplinary procedures at different levels, namely reprimanding, warning or expelling according to the specific violation and the discipline information shall be publicized on the Association’s website. In case of material damages, the disciplined individuals shall compensate for the damage in addition to the discipline.

2.           The disciplinary cases, authorization and procedures are approved by EB.

 

Chapter VII

ORGANIZATION AND IMPLEMENTATION

Article 29: Amendment, supplement of the Charter

Amendment, supplement of the Charter shall be ratified at the Nationwide Congress and approved by Ministry of Home Affairs of Vietnam.

Article 30: Implementation effect

1.           This Charter comprises of 7 Chapters, 30 Articles and was approved by the 3rd Nationwide Congress (2011-2015) held in Hanoi on 27th May 2011 and shall be effective in accordance with the Approving Decision of the Minister of Home Affairs.

2.           The Association’s Executive Board shall be responsible for guiding the implementation of this Charter.

 

 

 

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