Corporate governance report



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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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