TH1: Corporate Governance report (Year 2014)
CORPORATE GOVERNANCE REPORT
(Year 2014)
Company: The Vietnam National General Export - Import Joint Stock Company No.1
Address: No. 46, Ngo Quyen Street, Hoan Kiem District, Ha Noi
Charter capital: VND 125,948,570,000
Stock code: TH1
I. BOD Activities (Year 2014)
No.
|
Members of BOD
|
Title
|
Attendance
|
Rate
|
Reasons for not attending
|
1
|
Mr. Hoang Tuan Khai
|
Chairman
|
12
|
100%
|
|
2
|
Mr. Nguyen Anh Tuan
|
Director
|
04
|
33.3%
|
Dead from 20/07/2014
|
3
|
Ms. Phan Thu Anh
|
Director
|
12
|
100%
|
|
4
|
Mr. Pham Minh Son
|
Director
|
12
|
100%
|
|
5
|
Mr. Nhu Dinh Hoa
|
Director
|
03
|
25%
|
Resigned from 28/04/2014
|
Mr. Nguyen Viet Thang
|
Director
|
08
|
66.67%
|
Appointed on 17/05/2014
|
II. Board Resolutions (The first six months 2014)
No.
|
Board Resolution No.
|
Date
|
Contents
|
01
|
24/NQ - HDQT
|
06/03/2014
|
- Approve Plan of holding and agenda of AGM 2014:
+ Time: 8h30
+ Date: 25/04/2014
+ Place: The first floor Hoa Binh Hotel, No. 27 Ly Thuong Kiet Street, Hoan Kiem, Ha Noi
+ Record date of AMG: 24/03/2014
|
02
|
25/NQ - HDQT
|
08/04/2014
|
1. Approve the agenda and Statements to submit Annual General Meeting of Shareholders 2014
2. Approve the draft of the rules on carrying out Annual General Meeting of Shareholders 2014
|
03
|
26/NQ - HDQT
|
22/04/2014
|
- Approve the change in the date of holding Annual General Meeting of Shareholders 2014:
+ According to the regulations of laws and Board resolution on 06/03/2014, Annual General Meeting of Shareholders held on 25/04/2014.
However, some issues need supplementing into AMG, so Annual General Meeting of Shareholders could not be carried out.
The reason: The company needs time to prepare the contents more carefully
|
04
|
27/NQ - HDQT
|
28/04/2014
|
1. BOD approves the resignation of Mr. Nhu Dinh Hoa on 28/04/2014 to submit Annual General Meeting of Shareholders for approval
2. BOD approves supplementing the contents of Annual General Meeting of Shareholders 2014:
+ Approve the resignation of Mr. Nhu Dinh Hoa and approve the appointment of one new Director for the rest time of the term II (2011 - 2016)
3. Approve the requirement on the modification of business lines in Business Certificate to submit Annual General Meeting of Shareholders for approval.
4. Approve the draft of the rule on voting one additional Director for BOD at Annual General Meeting of Shareholders 2014
|
05
|
28/NQ - HDQT
|
21/05/2014
|
1. Carry out some changes in personnel of BOD
1.1 Appointment according to General Mandate 2014
- Mr. Nguyen Viet Thang
- Current title: Director
- Be appointed as Director according to General Mandate 2014 dated 17/05/2014
- Time limit: From 17/05/2014 to the end of the term (2011 - 2016)
1.2 Dismiss
- Mr. Nhu Dinh Hoa was dismissed from Director
- The reason: Mr. Nhu Dinh Hoa asked the resignation and approved by Annual General Meeting of Shareholders on 17/05/2014
- Effective date: 17/05/2014
2. Approve the method of assigning the tasks in BOD
|
06
|
29/NQ-HDQT
|
09/09/2014
|
1. Approve change in address of leader (legal representative of branch of the Company in Ho Chi Minh City) as Mr. Pham Quan Nam
- Old information:
Address: E25 Thu Duc Garden Homes, Highway 13, Hiep Binh ward, Thu Duc district, Ho Chi Minh City
- New information: 407 Tran Quang Dieu, Ward 13, District 3, Ho Chi Minh City
2. Approve supplementing name of the branch in operation license of the branch as GENERALEXIM JSC HCM
3. Approve change in information of operation license of the branch:
- Old information
Tel.: 9400869/9400211
Fax: 94002214
- New information:
Tel.: (08) 3.9400869/ 39400211
Fax: (08) 3.94002214
4. Approve supplementing business lines of the branch:
- Supplemented business line: Wholesale of food. Details: Wholesale of meat and products from meat.
- Code: 4632 – Decision 337/2007/QD-BKH
|
III. Change in connected persons/ institutions: None
No.
|
Name of connected persons/institutions
|
Position of PDMR at the company (if any)
|
Date to become connected persons/ institutions
|
Date no longer connected persons/ institutions
|
Reasons
|
1
|
Mr. Nhu Dinh Hoa
|
Director
|
30/03/2011
|
17/05/2014
|
Resign
|
|
Nguyen Thi Thuc Anh
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Dinh Quat
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Vu Thi Can
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Dinh Thanh
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Thi Chuc
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Thi Mai
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Thi Ha
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Thuc Huyen
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
|
Nhu Lan Phuong
|
Connected person
|
30/03/2011
|
17/05/2014
|
|
2
|
Mr. Nguyen Viet Thang
|
Director
|
17/05/2014
|
|
Appointed
|
|
Nguyen Viet Thuan
|
Connected person
|
17/05/2014
|
|
|
|
Nguyen Thi Tuyet
|
Connected person
|
17/05/2014
|
|
|
|
Nguyen Viet Hien
|
Connected person
|
17/05/2014
|
|
|
|
Le Hai Van
|
Connected person
|
17/05/2014
|
|
|
3
|
Nguyen Anh Tuan
|
Director, D. General Manager
|
30/03/2011
|
21/07/2014
|
Dead
|
|
Quyen Thi Thanh
|
Connected person
|
30/03/2011
|
21/07/2014
|
|
|
Nguyen Thanh Tu
|
Connected person
|
30/03/2011
|
21/07/2014
|
|
|
Nguyen Anh Dung
|
Connected person
|
30/03/2011
|
21/07/2014
|
|
|
Nguyen Thi Nga
|
Connected person
|
30/03/2011
|
21/07/2014
|
|
|
Nguyen Kim Dung
|
Connected person
|
30/03/2011
|
21/07/2014
|
|
4
|
Nguyen Hai Vinh
|
Supervisor
|
29/06/2013
|
18/12/2014
|
Resign
|
|
Nguyen Duc Vuong
|
Connected person
|
29/06/2013
|
18/12/2014
|
|
|
Nguyen Thi Mai
|
Connected person
|
29/06/2013
|
18/12/2014
|
|
|
Nguyen Phuong Thao
|
Connected person
|
29/06/2013
|
18/12/2014
|
|
5
|
Dang Son Nguyet Thao
|
Supervisor
|
18/12/2014
|
|
Appointed
|
|
Dang Ngoc Hien
|
Connected person
|
18/12/2014
|
|
|
|
Tu Thi Hanh
|
Connected person
|
18/12/2014
|
|
|
|
Nguyen Trung Hieu
|
Connected person
|
18/12/2014
|
|
|
IV. Transactions of PDMRs and connected persons/ institutions
1. List of PDMRs and connected persons/ institutions
No.
|
Name
|
Position of PDMR at the company (if any)
|
Shareholding at the end of the term
|
Shareholding percentage at the end of the term
|
Note
|
1
|
Hoang Tuan Khai
|
Chairman of BOD cum General Manager
|
78,423
|
0.62%
|
|
2
|
Phan Thu Anh
|
Director cum Deputy General Manager
|
56,407
|
0.45%
|
|
|
Truong Thi Thu Hien
|
Connected person
|
4,140
|
0.032%
|
|
3
|
Nguyen Tuan Anh
|
Director cum Deputy General Manager
|
45,170
|
0.36%
|
|
|
Quyen Thi Thanh
|
Connected person
|
19,329
|
0.15%
|
|
4
|
Pham Minh Son
|
Director cum Deputy General Manager
|
42,550
|
0.34%
|
|
5
|
Le Xuan Chat
|
Chief Accountant
|
27,405
|
0.22%
|
|
|
Trinh Thi Lan
|
Connected person
|
25,032
|
0.20%
|
|
|
Le Thi Thanh Ngoc
|
Connected person
|
13,307
|
0.11%
|
|
6
|
Le Thai Ha
|
Head of Supervisory Board
|
71,554
|
0.57%
|
|
7
|
Le Cong Thuan
|
Supervisor
|
12,639
|
0.10%
|
|
2. Transactions of PDMRs and connected persons/ institutions: None
3. Other transactions:
No.
|
Name
|
Relationship with PDMRs
|
Shareholding at the beginning of the term
|
Shareholding at the end of the term
|
Reason (buy, sell, transfer, dividend, bonus share...)
|
Share
|
Percentage
|
Share
|
Percentage
|
1
|
Wall Street Securities Joint Stock Company
|
Principal shareholder
|
802,852
|
6.36%
|
2,508,000
|
19.91%
|
Buy
According to report on changing shareholding of principal shareholder on 31/3/2014
|
2,508,000
|
19.91%
|
0
|
0
|
Sell
According to report on changing shareholding of principal shareholder on 11/11/2014
|
2
|
HFC Import – Export and Trading Investment JSC
|
Principal shareholder
|
0
|
0%
|
2,703,153
|
21.46%
|
Buy
According to report on changing shareholding of principal shareholder on 31/3/2014
|
2,703,153
|
21.46%
|
2,325,153
|
18.46%
|
Sell
According to report on changing shareholding of principal shareholder on 03/10/2014
|
3
|
Do Ngoc Rung
|
Principal shareholder
|
0
|
0%
|
2,508,000
|
19.91%
|
Buy
According to report on changing shareholding of principal shareholder on 11/11/2014
|
V. Other issues: None
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