MCH: Corporate Governance Report of 2017
CORPORATE GOVERNANCE REPORT
(Year2017)
Company:Masan Consumer Corporation
Address:Floor No.12, MPlaza Saigon Building, No.39 Le Duan, Ben Nghe Ward, District No.1, Ho Chi Minh City
Tel.:028 62555660
Fax:028 38109463
Email:
Charter capital:VND 5,381,601,170,000
Stock code:MCH
I. Activities of annual General Meeting of Shareholders
No. / Resolution / Decision No. / Date / Content1 / 01/2017/NQ- DHDCD-MSC / 20/04/2017 / -Approve report of Board of Directors
-Approve report of Board of Supervisors
-Approve report of General Manager
-Approve the Audited Financial Statement of 2016
-Approve the business operation results of 2017
-Approve the plan on profit distribution of 2016
-Approve the dividend payment in advance of 2017
-Approve the share issuance under ESOP
-Select auditor for the Financial Statement of 2017
-Approve internal transactions
2 / 02/2017/NQ- DHDCD- MSC / 23/06/2017 / -Approve amending the charter of the company
-Approve increasing number of members of Board of Directors and elect additionally members of Board of Directors in the term of 2014- 2019
II. BOD Activities
Meetings:
No. / Members of BOD / Title / Attendance / Rate / Reasons for not attending1 / Nguyen Dang Quang / Chair of Board of Directors from 23/04/2014 and Member of Board of Directors from 23/06/2017 / 04 / 100%
2 / Truong Cong Thang / Chair of Board of Directors / 03 / 100% / As Chair of Board of Directors
3 / Ho Hung Anh / Member of Board of Directors / 04 / 100%
4 / Seokhee Won / Member of Board of Directors / 04 / 100%
5 / Nguyen Hoang Yen / Member of Board of Directors / 04 / 100%
6 / Nguyen Thieu Quang / Member of Board of Directors / 04 / 100%
III. Board Resolutions
No. / Resolution / Decision No. / Date / Content1 / 01/2017/NQ-HDQT-MSC / 09/02/2017 / Approve the project of Masan Industrial Limited on investing fixed assets
2 / 02/2017/NQ-HDQT-MSC / 08/03/2017 / Approve the record date for implementing the right to attend the 2017 annual general meeting of shareholders
3 / 04/2017/NQ-HDQT-MSC / 30/03/2017 / Approve the 2017 investment estimate and contents presented to the 2017 annual general meeting of shareholders
4 / 05/2017/NQ-HDQT-MSC / 31/03/2017 / Approve the plan of subsidiaries on advancing profit
5 / 07/2017/NQ-HDQT-MSC / 28/04/2017 / Approve dissolving Masan Da Nang Limited
6 / 08/2017/NQ-HDQT-MSC / 28/04/2017 / Approve the credit limit in bank
7 / 09/2017/NQ-HDQT-MSC / 28/04/2017 / Approve the credit limit in bank
8 / 10/2017/NQ-HDQT-MSC / 18/05/2017 / Approve establishing the branch
9 / 11/2017/NQ-HDQT-MSC / 19/05/2017 / Approve the plan of Saigon Nutritious Food JSC on investing fixed assets
10 / 12/2017/NQ-HDQT-MSC / 24/05/2017 / Approve the record date for implementing the right to attend the 2017 annual general meeting of shareholders
11 / 12/2017/NQ-HDQT-MSC / 19/06/2017 / Approve issuing shares according to ESOP
12 / 13/2017/NQ-HDQT-MSC / 23/06/2017 / Approve changing the Chairman of Board of Directors and the legal representative
13 / 14/2017/NQ- HDQT- MSC / 18/07/2017 / Approve increasing the charter capital by the share issuance under ESOP
14 / 15/2017/NQ-HDQT-MSC / 22/08/2017 / Approve the budget to implement Oracle system
15 / 16/2017/NQ-HDQT-MSC / 22/08/2017 / Approve the regulations on authorization of the company
16 / 17/2017/NQ-HDQT-MSC / 22/08/2017 / Approve re-signing credit contract of the company at banks
17 / 18/2017/NQ-HDQT-MSC / 10/10/2017 / Approve the plan on increasing the charter capital of Masan Industrial one-member Co. Ltd
18 / 19/2017/NQ-HDQT-MSC / 10/10/2017 / Approve the plan on increasing the charter capital of the subsidiary
19 / 20/2017/NQ-HDQT-MSC / 30/10/2017 / Approve the credit limit of the company at bank
20 / 21/2017/NQ-HDQT-MSC / 13/11/2017 / Approve the credit limit of the subsidiary at bank
21 / 22/2017/NQ-HDQT-MSC / 13/11/2017 / Approve the credit limit of the company at bank
22 / 23/2017/NQ-HDQT-MSC / 30/11/2017 / Approve establishing branch of the company
23 / 24/2017/NQ-HDQT-MSC / 30/11/2017 / Approve establishing branch of the company
24 / 25/2017/NQ-HDQT-MSC / 30/11/2017 / Approve establishing business location of the company
25 / 26/2017/NQ-HDQT-MSC / 05/12/2017 / Approve the plan on increasing the charter capital of the subsidiary
26 / 27/2017/NQ-HDQT-MSC / 05/12/2017 / Approve the plan on the tender offer on VCF share of Masan Beverage one-member Co. Ltd
27 / 28/2017/NQ-HDQT-MSC / 15/12/2017 / Approve re-signing credit contract of the company at bank
28 / 29/2017/NQ-HDQT-MSC / 15/12/2017 / Approve the plan on advancing profit of the subsidiaries
29 / 30/2017/NQ-HDQT-MSC / 29/12/2017 / Approve the plan on profit distribution of the subsidiaries
30 / 31/2017/NQ-HDQT-MSC / 29/12/2017 / Approve the plan on profit distribution of the subsidiaries
31 / 32/2017/NQ-HDQT-MSC / 29/12/2017 / Approve the project of Masan Industrial Limited on investing fixed assets
IV. Board of Supervisors
No. / Members of Board of Supervisors / Title / Attendance / Rate / Reasons for not attending1 / Nguyen Quynh Lam / Head of Board of Supervisors / 2 / 100%
2 / Doan Thi My Duyen / Member of Board of Supervisors / 2 / 100%
3 / Do Thi Hoang Yen / Member of Board of Supervisors / 2 / 100%
V. 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 / Reasons1 / Truong Cong Thang / Chair of BOD / 23/04/2014
2 / Nguyen Dang Quang / Member of BOD / 23/04/2014
3 / Ho Hung Anh / Member of BOD / 23/04/2017
4 / Seokhee Won / Member of BOD cum General Manager
5 / Nguyen Hoang Yen / Member of BOD cum Vice- General Manager
6 / Nguyen Thieu Quang / Member of BOD
7 / Nguyen Quynh Lam / Head of Board of Supervisors
8 / Doan Thi My Duyen / Member of Board of Supervisors
9 / Do Thi Hoang Yen / Member of Board of Supervisors
10 / Pham Hong Son / Vice- General Manager
11 / Le Trung Thanh / Vice- General Manager / 15/02/2017
12 / Pham Dinh Toai / Vice- General Manager cum Rights of Financial Manager / 06/06/2017 (rights of Financial Manager)
13 / Nguyen Anh Nguyen / Vice- General Manager
14 / Dinh Kim Nhung / Vice- General Manager
15 / Tung Hoang Nguyen / Rights of Financial Manager / 06/06/2017
16 / Huynh Viet Thang / Chief Accountant
17 / Masan Consumer Holding Co. Ltd / 16/12/2013 / Holding company
18 / Masan Beverage One-Member Co. Ltd / 28/05/2014 / Subsidiary
19 / Masan Food One-Member Co. Ltd / 29/03/2011 / Subsidiary
20 / Masan Consumer (Thailand) Limited / 08/07/2016 / Subsidiary
21 / Masan Da Nang One-Member Co. Ltd / 12/09/2014 / 15/05/2017 / Dissolution
VI. Transactions of PDMRs and connected persons/ institutions
1. List of PDMRs and connected persons
No. / Name / Trading account / Position of PDMR at the company (if any) / Shareholding at the end of the term / Shareholding percentage at the end of the term / Note1 / Truong Cong Thang / Chair of Board of Directors / 0 / 0
Masan Consume Holding Co. Ltd / Board of Members / 504,596,934 / 92.91%
2 / Nguyen Dang Quang / Member of Board of Directors / 23,000 / 0.004%
Nguyen Quy Dinh / Mother / 100 / 0%
Nguyen Hoang Yen / Member of Board of Directors – Wife / 303,597 / 0.06%
3 / Ho Hung Anh / Member of Board of Directors / 0 / 0%
4 / Nguyen Hoang Yen / Member of Board of Directors / 303,597 / 0.06%
Nguyen Dang Quang / Member of Board of Directors - Husband / 23,000 / 0.004%
Masan Consume Holding Co. Ltd / Vice- General Manager / 504,596,934 / 92.91%
5 / Seokhee Won / Member of Board of Directors / 121,916 / 0.02%
Masan Consumer Holding Co. Ltd / General Manager / 504,596,934 / 93.76%
6 / Nguyen Thieu Quang / Member of Board of Directors / 110,228 / 0.02%
7 / Nguyen Quynh Lam / Head of Board of Supervisors / 0 / 0%
8 / Doan Thi My Duyen / Member of Board of Supervisors / 0 / 0%
9 / Seokhee Won / General Manager / 56,272 / 0.01%
10 / Do Thi Hoang Yen / Vice- General Manager / 303,597 / 0.06%
11 / Pham Dinh Toai / Vice- General Manager / 27,997 / 0.005%
Masan Consumer Holding Co. Ltd / Vice- General Manager / 504,596,934 / 92.91%
12 / Nguyen Anh Nguyen / Vice- General Manager / 120,925 / 0.02%
13 / Pham Hong Son / Vice- General Manager / 110,981 / 0.02%
Masan Consumer Holding Co. Ltd / Vice- General Manager / 504,596,934 / 92.91%
14 / Dinh Kim Nhung / Vice- General Manager / 102,105 / 0.02%
Masan Consumer Holding Co. Ltd / Vice- General Manager / 504,596,934 / 92.91%
15 / Pham Dinh Toai / Financial Manager / 18,905 / 0.004%
16 / Huynh Viet Thang / Chief Accountant / 6,920 / 0.001%
17 / Tran Phuong Bac / Lawyer and Compliance Manager / 71,832 / 0.01%
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 / Pham Dinh Toai / PDMR / 18,905 / 0.004% / 27,997 / 0.005% / Receive shares under ESOP/ sell
3. Other transactions: None
VII. Other contents: