Tiếng Việt
普通话
CORPORATE GOVERNANCE REPORT
(Year 2017)
– Company name: Vietnam Construction and Import-Export Joint Stock Corporation
– Address: 34 Lang Ha, Dong Da, Hanoi
– Tel.: 024 – 62849-234 Fax: 024 – 62849-208 Email: info@vinaconex.com.vn
– Charter capital: VND 4,417,106,730,000
– Stock code: VCG
I. Activities of annual General Meeting of Shareholders
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No.
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General Mandate No.
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Date
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Contents
|
|
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01/ 2017/ NQ – DHDCD
|
22 Apr 2017
|
– Approve operation results of 2016 and the plan for 207 of Management Board
– Approve audited separated financial statements and consolidated financial statements
– Approve Report of Management Board about operation results of the Corporation from 2012 to 2016
– Approve the development orientation for the period 2017- 2022
– Approve report of Board of Directors regarding management activities and operation results of Board of Directors and members of Board of Directors
– Approve report of Board of Directors on operation results of the Corporation in period of 2012 – 2016
– Approve Report of Supervisory Board to be submitted to annual General Meeting of Shareholders 2018
– Approve Statement of Supervisory Board regarding selecting auditors
– Approve report of Supervisory Board in term 2012- 2016
– Approve Statement on profit distribution 2016
– Approve the plan for paying remuneration for Board of Directors, Supervisory Board of the Corporation in 2016 and the plan for 2017
– Approve Statement on number of Board of Directors in term 2017- 2022 and results of appointing members of Board of Directors and Supervisory Board
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I. BOD’s activities (2017)
Term 2017 – 2022
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No.
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Member of Board of Directors
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Title
|
Attendance
|
Rate
|
Reason for not attending
|
|
1
|
Nguyen Duc Chi
|
Chairman of Board of Directors
|
7/7
|
100%
|
|
|
2
|
Do Trong Quynh
|
Member of Board of Directors
|
7/7
|
100%
|
|
|
3
|
Tran Tuan Anh
|
Member of Board of Directors
|
7/7
|
100%
|
|
|
4
|
Nguyen Anh Tung
|
Member of Board of Directors
|
7/7
|
100%
|
|
|
5
|
Pham Van Hai
|
Member of Board of Directors
|
7/7
|
100%
|
01 authorized meeting
|
|
6
|
Le Dang Dung
|
Member of Board of Directors
|
7/7
|
100%
|
05 authorized meetings
|
|
7
|
Nghiem Phuong Nhi
|
Member of Board of Directors
|
7/7
|
100%
|
01 authorized meeting
|
III. Board resolution (2017)
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No.
|
Board Resolution/Decision No.
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Date
|
Contents
|
|
|
01/ 2017/ NQ – HDQT
|
06 Jan 2017
|
– Board of Directors recorded operation results 2016 and operation plan 2017 – holding company
– Board of Directors heard Management Board’s presentation on restructuring in 2017, investment results of 2016, plan 2017 of the Corporation, report on implementation status of Song Da Water project – stage 2
– Approve preparing for the 2017 annual general meeting of shareholders
– Board of Directors heard reports on building strategic orientation of the Corporation in 2017 and next years; Management Board was requested to complete plans, reports to consult Board of Directors for approval
– Approve the 2016 realized salary fund and the 2017 salary plan
|
|
|
02/ 2017/ NQ – HDQT
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27 Mar 2017
|
– Approve the materials of the 2017 annual general meeting of shareholders 2017 and materials of the 2017 annual general meeting of shareholders 2017 – 2022
– Board of Directors approved the personnel in Board of Directors and Supervisory Board in term of 2017 – 2022
– Board of Directors assigned Management Board to present the VIMECO restructuring plan, ensuring competitiveness, publicity and in accordance with the law
Board of Directors requested members of Board of Directors to build plans on establishing Vinaconex CM and Vinaconex Invest companies
|
|
|
03/ 2017/ NQ – HDQT
|
13 Apr 2017
|
– Approve the materials of the 2017 annual general meeting of shareholders 2017 and term 2017 – 2022
– Establish 02 companies: Vinaconex CM and Vinaconex Invest companies
– For project Cai Gia – Cat Ba urban area, Board of Directors assigned Management Board to negotiate with Hai Phong People’s Committee to ensure benefits of the Corporation, customers, take back investment expense and maintain jobs for employees
Board of Directors approved plan on capital representatives at VINACONEX 2 and VINACONEX 25
|
|
|
06/ 2017/ NQ – HDQT
|
10 May 2017
|
– Board of Directors approved appointing Mr. Nguyen Duc Chi – member of Board of Directors as the Chairman of Board of Directors in term of 2017 – 2022
– Board of Directors approved appointing Mr. Do Trong Quynh – member of Board of Directors as General Manager within 5 years since 20 Apr 2017
|
|
|
07/ 2017/ NQ – HDQT
|
10 May 2017
|
– Board of Directors approved report of Management Board on the business result of quarter I/2017
– Board of Directors approved General Director’s proposal of plan on transferring capital of the Corporation at VINATA; assigning Management Board to report the evaluation result to specify value of capital contributed to VINATA; proposing plan on transfer to Board of Directors, ensuring economic effects and in accordance with the law, regulations of the Corporation
– Approve selecting the unit to make documents and auction shares in VIWASUPCO
– Personnel plan for Vinaconex CM and Vinaconex Invest
– Approve agreement on water supply systems for urban chain Son Tay – Hoa Lac – Xuan Mai – Mieu Mon – Ha Noi – Ha Dong – stage 2, enhancing capacity to 600,000m3/ night and day
– Accept transfer of land, assets on land and project for building basin and pump station in Ha Noi area of the Corporation to Viwasupco
– Approve the contents in the report of divestment in some companies
– Approve the plan on divestment in VIMECO Joint Stock Company
– Board of Directors heard General Director’s report on assignments to Management Board and results of annual General Meeting of Shareholders, list of members of Board of Directors, Supervisory Board of member companies/ associated companies of the Corporation
– Approve the plan on refusing to buy the capital of POSCO E&C at An Khanh JVC
|
|
|
08/ 2017/ NQ – HDQT
|
18 May 2017
|
– Approve assigning missions to members of Board of Directors
– Approve the plan on changing the capital representatives at some units
– Approve the short-term credit limit
– Approve the 2017 salary fund plan of the Corporation
– Approve the plan on contributing capital, key personnel of VINACONEX CM and VINACONEX Invest
– Approve the start price of offering shares of the Corporation at VIWASUPCO
– Board of Directors approved list of independent consultants to specify share price at units of the Corporation which will do the capital divestment
– Board of Directors approved list of consultants to build offer plans and advise the share offer of the Corporation at units doing the capital divestment
– Board of Directors approved plan on consolidating position of Head of reward council
|
|
|
8A/ 2017/ NQ – HDQT
|
18 May 2017
|
– Approve the plan on contributing capital to establish VINACONEX Construction Limited Company
|
|
|
9/ 2017/ NQ – HDQT
|
26 May 2017
|
– Approve some contents related to the divestment in VIMECO JSC
– Approve assigning Management Board to check and present to Board of Directors for the approval of amending and supplementing regulations of selling shares at the latest meeting
– Approve assigning Management Board to build the plan on privatizing the system of Ly Thai To schools
|
|
|
10/ 2017/ NQ – HDQT
|
05 Jun 2017
|
– Approve stopping the divestment in VIMECO JSC
– Approve hiring the consulting unit to evaluate the capital contributed to VIMECO JSC
– Assign Management Board to build the plan on the divestment in VIMECO JSC
|
|
|
11/ 2017/ NQ – HDQT
|
21 Jun 2017
|
– Approve the report of Management Board and the business result of the first 6 months of 2017 and the plan for the last 6 months
– Approve the next contents of restructuring the capital contributed to VIWASUPCO JSC
– Approve some contents in the report of Management Board on the situation of divestment in member units
|
|
|
11A/ 2017/ NQ – HDQT
|
14 Sep 2017
|
– Approve capital contribution to set up Vinaconex Invest One Member Co., Ltd
|
|
|
12/ 2017/ NQ – HDQT
|
20 Oct 2017
|
– Board of Directors approved reviewed operation results of the first 6 months of 2017 and expected operation results of the first 8 months of 2017 of holding company
– Approve report of Management Board on restructuring of the first 8 months of 2017
– Approve report on situation of An Khanh JVC restructuring
– Approve some contents related to establishment of Vinaconex Invest One Member Co., Ltd
– Approve plan on capital management, attending Board of Directors and taking title of General Director, supervisors of Vinaconex Invest
– Approve amendments to regulations on share sale and purchase of the Corporation at enterprises
|
|
|
13/ 2017/ NQ – HDQT
|
27 Oct 2017
|
– Approve report on situation of An Khanh JVC restructuring
– Recording report of Management Board on holding auction of shares of the Company at Viwasupco Joint Stock Company
– Recording report of Management Board on capital restructuring of the Company at Vimeco Joint Stock Company
– Approve plan on capital divestment of the Corporation from 04 companies: Vinaconex 2, Vinaconex 9, Vinaconex 12 and VinaHud
– Approve plan on share issue for raising charter capital of Vinaconex P&C Joint Stock Company
– Approve transfer of basin and pump station in Ha Noi of the Corporation to Viwasupco Joint Stock Company
|
|
|
14/ 2017/ NQ – HDQT
|
17 Nov 2017
|
– Approve plan on innovating collective quarter B1 – Lane 133 Thai Thinh, Dong Da District, Ha Noi City
– Recording report of Management Board on capital restructuring of the Company at Viwasupco Joint Stock Company
– Approve plan on repurchase of office, commercial, services part of project for innovating old apartment block at 97-99 Lang Ha
– Approve report of Management Board on deployment of regular health check plan 2017
– Approve cooperation with VNIC to build infrastructure of 2 high-tech area at Hoa Lac High Tech Zone
|
|
|
34/ 2017/ QD – HDQT
|
16 Jan 2017
|
– Send employee to manage the contributed capital in VINACONEX 7
|
|
|
61/ 2017/ QD – HDQT
|
25 Jan 2017
|
– Approve buying the whole capital of POSCO E&C in An Khanh JSC
|
|
|
75/ 2017/ QD – HDQT
|
09 Feb 2017
|
– Send employee to manage the contributed capital in Bohemia Hanoi Crystal Limited Company
|
|
|
79/ 2017/ QD – HDQT
|
15 Feb 2017
|
– Approve restructuring the contributed capital in VINACONEX VCTD
|
|
|
100/ 2017/ QD – HDQT
|
22 Feb 2017
|
– Sign and implement contracts with consulting companies to value the contributed capital at VIWASUPCO and VIWACO
|
|
|
101,102,103,104/ 2017/ QD – HDQT
|
23 Feb 2017
|
– Change the capital representative in VINACONEX 7, VINACONEX MEC, Xuan Mai Da Nang and VIPACO
|
|
|
127/ 2017/ QD – HDQT
|
06 Mar 2017
|
– Approve the plan on building the project of re-building Thang Long Tobacco Group Home and Thanh Xuan Nam Apartment
|
|
|
145, 146, 147, 148/ 2017/ QD – HDQT
|
14 Mar 2017
|
– Authorize to manage the contributed capital in VINACONEX Quyet Thang, VINAHUD, VINACONEX MART and VINACONEX 12
|
|
|
152/ 2017/ QD – HDQT
|
16 Mar 2017
|
– Divest 50% of the charter capital in VINACONEX Dung Quat JSC
|
|
|
162/ 2017/ QD – HDQT
|
27 Mar 2017
|
– Approve the project of building the apartment 2B at 289 Khuat Duy Tien Street, Cau Giay District, HN
|
|
|
171/ 2017/ QD – HDQT
|
04 Apr 2017
|
– Re-allocate shares to the capital representatives in VINACONEX 7
|
|
|
183/ 2017/ QD – HDQT
|
12 Apr 2017
|
– Authorize to manage the contributed capital in VINACONEX 25 and VINACONEX Saigon
|
|
|
189A/ 2017/ QD – HDQT
|
18 Apr 2017
|
– Send employee to manage the contributed capital in VINACONEX 25
|
|
|
228A/ 2017/ QD – HDQT
|
10 May 2017
|
– Restructuring the contributed capital in VIMECO JSC
|
|
|
229A/ 2017/ QD – HDQT
|
10 May 2017
|
– Approve the plan on transferring land and assets on land
|
|
|
238/ 2017/ QD – HDQT
|
12 May 2017
|
– Assign missions to Management Board
|
|
|
257A/ 2017/ QD – HDQT
|
18 May 2017
|
– Approve the 2017 short-term credit limit
|
|
|
258A/ 2017/ QD – HDQT
|
18 May 2017
|
– Stop authorizing the capital representative in VINACONEX 27
|
|
|
260A/ 2017/ QD – HDQT
|
18 May 2017
|
– Stop authorizing the capital representative in VINACONEX ITC
|
|
|
261A/ 2017/ QD – HDQT
|
18 May 2017
|
– Stop authorizing the capital representative in Hanoi – Bac Giang BOT
|
|
|
311/ 2017/ QD – HDQT
|
20 Jun 2017
|
– Select KPMG to audit the financial statement
|
|
|
321A/ 2017/ QD – HDQT
|
21 Jun 2017
|
– Approve the business plan in the project “Rebuilding the old group home at 97-99 Lang Ha Street”
|
|
|
322/ 2017/ QD – HDQT
|
28 Jun 2017
|
– Approve the 2016 dividend payment
|
|
|
339/ 2017/ QD – HDQT
|
07 Jul 2017
|
– Approve plan on capital restructuring of the Corporation at Viwasupco
|
|
|
312/ 2017/ QD – HDQT
|
21 Jun 2017
|
– Approve business plan and sale for project 97- 99 Lang Ha
|
|
|
340/ 2017/ QD – HDQT
|
05 Jul 2017
|
– Raising salary for Deputy General Director Tran Tuan Anh
|
|
|
344/ 2017/ QD – HDQT
|
10 Jul 2017
|
– Authorizing capital representative of the Corporation at Dung Quat Company
|
|
|
383/ 2017/ QD – HDQT
|
28 Jul 2017
|
– Approve plan on capital restructuring of the Corporation at Vinaconex 11
|
|
|
389/ 2017/ QD – HDQT
|
31 Jul 2017
|
– Approve plan on capital restructuring of the Corporation at Vinaconex 7
|
|
|
423/ 2017/ QD – HDQT
|
09 Aug 2017
|
– Terminating capital representative of the Corporation at Vinaconex 7
|
|
|
424/ 2017/ QD – HDQT
|
10 Aug 2017
|
– Approve plan on supporting clients to buy house of project for 2B Vinata
|
|
|
427/ 2017/ QD – HDQT
|
18 Aug 2017
|
– Approve plan on capital restructuring of the Corporation at Vinasanwa
|
|
|
428/ 2017/ QD – HDQT
|
18 Aug 2017
|
– Changing capital representative of the Corporation at Vinaconsult
|
|
|
460/ 2017/ QD – HDQT
|
06 Sep 2017
|
– Approve tech report on project for innovating, expanding training scale of kindergarten Ly Thai To 2
|
|
|
461/ 2017/ QD – HDQT
|
06 Sep 2017
|
– Terminating capital representative of the Corporation at Vinata
|
|
|
480/ 2017/ QD – HDQT
|
19 Sep 2017
|
– Approve settlement on mixed use housing complex at land lot N05
|
|
|
481/ 2017/ QD – HDQT
|
19 Sep 2017
|
– Restructuring capital of the Corporation at Viglafico Joint Stock Company
|
|
|
487/ 2017/ QD – HDQT
|
21 Sep 2017
|
– Approve investment in basin and pump station in Ha Noi of the Corporation to transfer Viwasupco Joint Stock Company
|
|
|
494/ 2017/ QD – HDQT
|
29 Sep 2017
|
– Approve plan on contract on hiring infrastructure of NH.09B project with national money printing plant
|
|
|
530/ 2017/ QD – HDQT
|
20 Oct 2017
|
– Amending regulations on share sale and share purchase right of the Corporation at enterprises
|
|
|
531/ 2017/ QD – HDQT
|
20 Oct 2017
|
– Change in capital representative, member of Board of Directors at Vinahud, real estate Joint Stock Company, ITC company
|
|
|
533/ 2017/ QD – HDQT
|
24 Oct 2017
|
– Approve regulations on selecting contractors, packages for project for expanding scale of kindergarten Ly Thai To 2
|
|
|
537/ 2017/ QD – HDQT
|
27 Oct 2017
|
– Approve plan on share issue for raising charter capital of P&C Company
|
|
|
538/ 2017/ QD – HDQT
|
27 Oct 2017
|
– Approve transfer of land, assets on land and project for building basin and pump station in Ha Noi area of the Corporation to Viwasupco
|
|
|
560/ 2017/ QD – HDQT
|
17 Nov 2017
|
– Approve plan on capital restructuring of the Corporation at Vinaconex 2
|
|
|
561/ 2017/ QD – HDQT
|
17 Nov 2017
|
– Approve plan on capital restructuring of the Corporation at Vinaconex 9
|
|
|
562/ 2017/ QD – HDQT
|
17 Nov 2017
|
– Approve plan on capital restructuring of the Corporation at Vinaconex 12
|
|
|
563/ 2017/ QD – HDQT
|
17 Nov 2017
|
– Approve plan on capital restructuring of the Corporation at Vinahud
|
|
|
561A/ 2017/ QD – HDQT
|
17 Nov 2017
|
– Approve plan on repurchase of office, commercial, services part of project for innovating old apartment block at 97-99 Lang Ha
|
|
|
566/ 2017/ QD – HDQT
|
17 Nov 2017
|
– Change in capital representative at Vidifi
|
|
|
590/ 2017/ QD – HDQT
|
08 Dec 2017
|
– Restructuring An Khanh JVC
|
|
|
601/ 2017/ QD – HDQT
|
14 Dec 2017
|
– Plan on dividend advance 2017 of the Corporation
|
|
|
611/ 2017/ QD – HDQT
|
15 Oct 2017
|
– Approve plan on infrastructure investment at Hoa Lac high tech zone
|
|
|
612/ 2017/ QD – HDQT
|
19 Dec 2017
|
– Change in capital representative of the Corporation at Vinaconex 2
|
|
|
613/ 2017/ QD – HDQT
|
21 Dec 2017
|
– Transfer of reward and emulation function from office to HR development dept.
|
|
|
626/ 2017/ QD – HDQT
|
27 Dec 2017
|
– Change in capital representative, council member at An Khanh JVC
|
|
|
631/ 2017/ QD – HDQT
|
28 Dec 2017
|
– Terminating capital representative of the Corporation at Viwasupco
|
|
|
635/ 2017/ QD – HDQT
|
29 Dec 2017
|
– Nominating capital representative of the Corporation at Vinaconex real estate Joint Stock Company
|
|
|
636/ 2017/ QD – HDQT
|
29 Dec 2017
|
– Nominating capital representative of the Corporation at Vinaconex 1
|
|
|
637/ 2017/ QD – HDQT
|
29 Dec 2017
|
– Nominating capital representatives of the Corporation at Vinaconex 2, Vinaconex 9, Vinaconex 12
|
|
|
639/ 2017/ QD – HDQT
|
29 Dec 2017
|
– Consolidating reward, emulation council of the Corporation
|
III. Supervisory Board
1. Information about members of Supervisory Board
|
No.
|
Members of Supervisory Board
|
Title
|
Attendance
|
Rate
|
Reasons for not attending
|
|
1
|
Dang Thanh Huan
|
Head of Supervisory Board
|
5
|
100%
|
|
|
2
|
Vu Hong Tuan
|
Member of Supervisory Board
|
5
|
100%
|
|
|
3
|
Kieu Bich Hoa
|
Member of Supervisory Board
|
5
|
100%
|
|
|
4
|
Nguyen Thi Quynh Trang
|
Member of Supervisory Board
|
4
|
80%
|
Appointed on 20 Apr 2017
|
|
5
|
Nguyen Minh Quang
|
Member of Supervisory Board
|
4
|
80%
|
Appointed on 20 Apr 2017
|
|
6
|
Pham Phu Truong
|
Member of Supervisory Board
|
1
|
20%
|
|
IV. 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
|
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
|
Nguyen Duc Chi
|
|
1
|
0
|
|
|
|
2
|
Do Trong Quynh
|
|
2, 3
|
0
|
|
|
|
3
|
Le Dang Dung
|
|
3
|
0
|
|
|
|
4
|
Nguyen Anh Tung
|
|
3
|
0
|
|
|
|
5
|
Pham Thi Van
|
|
3
|
0
|
|
|
|
6
|
Tran Tuan Anh
|
|
3, 7
|
0
|
|
|
|
7
|
Nghiem Phuong Nhi
|
|
3
|
0
|
|
|
|
8
|
Dang Thanh Tuan
|
|
4
|
0
|
|
|
|
9
|
Vu Hong Tuan
|
|
5
|
0
|
|
|
|
10
|
Nguyen Minh Quang
|
|
|
0
|
|
|
|
11
|
Kieu Bich Hoa
|
|
5
|
0
|
|
|
|
12
|
Nguyen Thi Quynh Trang
|
|
5
|
18,000
|
|
|
|
13
|
Nguyen Ngoc Diep
|
|
7
|
60,809
|
|
|
|
14
|
Le Doanh Yen
|
|
7
|
0
|
|
|
|
15
|
Duong Van Mau
|
|
7
|
10,000
|
|
|
|
16
|
Than The Ha
|
|
7, 9
|
0
|
|
|
|
17
|
Vo Nhat
|
|
10
|
0
|
|
|
|
18
|
Dang Thanh Huan
|
|
4
|
15,626
|
|
|
2. Transactions of PDMRs and connected persons/ institutions
|
No.
|
Name
|
Number of share before trading
|
Result
|
Number of share after trading
|
Rate
|
||
|
Buy
|
Sell
|
Trading date
|
|||||
3. Other transactions:
|
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
|
||||
V. Other issues: None