Corporate governance



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LAS: Corporate Governance report (year 2013)

CORPORATE GOVERNANCE

(Year 2013)

Company: Lam Thao Fertilizers and Chemicals Joint Stock Company

Address: Phuong Lai 6 area, Lam Thao town, Lam Thao district, Phu Tho Province

Tel.: 0210-3825 135 Fax: 0210-3825 126

Email:

Charter capital: 778,320,000,000 VND



Stock code: LAS

I. BOD Activities

Meetings:



No.

Members of BOD

Title

Attendance

Rate

Reasons for not attending

1

Chu Van Nguyen

Chair of the Board

10/10

100%




2

Nguyen Duy Khuyen

Director

10/10

100%




3

Le Hong Thang

Director

08/10

80%

Business trip

4

Nguyen Van Quy

Director

10/10

100%




5

Nguyen Khang

Director

10/10

100%




6

Pham Quang Tuyen

Director

10/10

100%




7

Hoang Viet Dung

Director

6/10

100%





II. Board Resolutions (year 2013)

No.

Board Resolution No.

Date

Content

1

57/NQ-SPLT

11/01/2013

- Discussion on investing and building the Sulfuric acid manufacturing plant with the capacity of 400,000 ton/year combined with generating power 12MW and ammonia sulfate factory with capacity: 100,000 Tons/ year

- Appoint Director's assistant

- Appoint chief of labor- organization department


2

230/NQ-SPLT

06/02/2013

1. Report on:

- Project on Sulfuric acid manufacturing plant with the capacity of 400,000 ton/year combined with generating power 12MW and ammonia sulfate factory with capacity: 100,000 Tons/ year

- Project of FMP with capacity: 300,000 tons/year

- Fused Calcium Magnesium Phosphate production by wet drilling method

2. Report on 2012 dividend payment

3. AMG 2013



3

255/NQ-SPLT

19/03/2013

1. Full report on:

- Project of Sulfuric acid manufacturing plant with the capacity of 400,000 ton/year combined with generating power 12MW and ammonia sulfate factory with capacity: 100,000 Tons/ year

- Project of FMP with capacity: 300,000 tons/year

- Product showcase house project

2. Approve plan of purchase equipment for production

3. Plan for corporate restructuring

4. Agenda AMG 2013


4

331/NQ-SPLT

12/04/2013

1. Report on Sulfuric acid manufacturing plant Project with the capacity of 400,000 ton/year combined with generating power 12MW and ammonia sulfate factory with capacity: 100,000 Tons/ year

2. Report on building Multi function factory

3. Report on divestment at Lam Thao Industrial Gas and Commercial Service JSC

4. Plan for AMG 2013



5

328/NQ-SPLT

28/06/2013

1. Adjust project of Sulfuric acid manufacturing plant with the capacity of 400,000 ton/year combined with generating power 12MW and ammonia sulfate factory with capacity: 100,000 Tons/ year after the conclusion of Viet Nam chemical Corporation

2. Report after 72 hours running of projects:

- Fused Calcium Magnesium Phosphate project

- Wet Calcium Magnesium Phosphate project

3. Report on building multi function plant

4. Report on business result of last 6 month 2013



6

436/NQ-SPLT

20/08/2013

1. - Progress of projects:

- Acid adjusting project

- Fused Calcium Magnesium Phosphate project

- Other projects

2. HR work


7

514/NQ-SPLT

10/10/2013

1- Comment on implementation of projects:

- Acid adjusting project

- Fused Calcium Magnesium Phosphate project

- Other projects: Multi function Plant, handling the exhaust of acid lines project...

2. HR work:

- Appoint Vice Director

- Review and appoint new vice Director

3. Other work:

- Review Company regulation

- Adjust salary distribution

- Approve purchase equipment

- Business plan



8

571/NQ-SPLT

15/11/2013

1. Report on projects implementation:

- Adjusting acid project: 300,000 tons/year

- Fused Calcium Magnesium Phosphate project

- Other projects

2. Other works

- Correct regulation

- Democratic regulation

- Internal spending regulation

- Financial regulation

3. Appoint Vice Director



9

629/NQ-SPLT

25/12/2013

1. Report on:

- Acid project . Capacity: 300,000 tons/year

- Fused Calcium Magnesium Phosphate project

- Handling the exhaust of acid lines project

- Other project

2. Report of:

- Estimate business plan report of 2013

- Estimate financial result project



3. HR work


III. Change in connected persons/ institutions

No.

Name of connected persons/institutions

Trading account (if any)

Position of PDMR at the company (if any)

Date to become connected persons/ institutions

Date no longer connected persons/ institutions

Reasons

1

Nguyen Tien Vinh




Chief of Supervisory Board

22/12/2009

24/04/2013

Dismiss

2

Pham Khac Toan




Member of Supervisory Board

22/12/2009

24/04/2013

Dismiss

3

Nguyen Duy Viet




Member of Supervisory Board

22/12/2009

24/04/2013

Dismiss

4

Nguyen Thi Ngoc Thuy




Member of Supervisory Board

22/12/2009

24/04/2013

Dismiss

5

Nguyen Thi Van Hoa




Chief of Supervisory Board

24/04/2013




Appointment

6

Tran Quoc Cuong




Chief of Supervisory Board

24/04/2013




Appointment

7

Vu Xuan Hong




Chief of Supervisory Board

24/04/2013




Appointment

8

Nguyen Van Tho




Chief of Supervisory Board

24/04/2013




Appointment

9

Tran Ngoc Bach




Vice Director

07/09/2009

01/11/2013

Retire

10

Van Khac Minh




Vice Director

15/11/2013




Appoinment


IV. Transactions of PDMRs and connected persons/ institutions

1. List of PDMRs and connected persons



No.

Name

Trading account (if any)

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

Chu Van Nguyen




Chair of the Board










2

Nguyen Duy Khuyen




General Manager










3

Vu Thi Nguyet




Connected person

94,320







4

Nguyen Thi Kim Oanh




Connected person

4,500







5

Le Hong Thang







3,600










Le Hong Son




Connected person

3,240







6

Pham Quang Tuyen







4,320










Pham Thi Minh Yen




Connected person

4,320










Pham Thi Chuc Thuy




Connected person

3,780










Pham Thi Huyen




Connected person

760










Pham Thi Ha




Connected person

2,700







7

Hoang Viet Dung




Director

3,780







8

Nguyen Thi Van Hoa




Director

1,272







9

Nguyen Van Tho




Director

9,540










Vu Thi Bich Nga




Connected person

23,400







10

Nguyen Thanh Cong




Director

4,140










Le Thi Le Hang




Connected person

3,300







11

Van Khac Minh




Director

204










Van Thi Thu




Connected person

2,880






2. Transactions of PDMRs and connected persons/ institutions



No.

Name

Relation with PDMR

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

Vu Xuan Hong




5,000










Sell

2

Nguyen Duy Khuyen




54,000

0.069







Sell

3

Pham Thi Huyen

Connected person

23,760

0.030

760

0

Sell


3. Other transactions


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