MSR: Corporate Governance report (2016)
CORPORATE GOVERNANCE REPORT
(2016)
Name of Company:Masan Resources Corporation
Head Office address:Room 802, 8th Floor, Central Plaza, 17 Le Duan Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam
Tel: 84 8 6256 3862 Fax: 84 3827 4115
Charter capital:VND 7,194,473,280,0009,639,600,000
Stock code:MSR
I. Activities of the General Meeting of shareholders
No / Resolution No. / Date / Content1 / 452/2016/NQ- DHDCD / 22/4/2016 / 1 Approve the report of Board of Directors on management and business activities in 2015 of the Company
2 Approve report of Supervisory Board on the operation situation of the Company in 2015
3 Approve the financial statement 2015 of the Company that was audited by KPMG Co., Ltd
4 Approve the plan for profit distribution for 2015 as follows:
a. Undistributed profit as at 31 Mar 2015: VND 2,441,964
b. Dividend payment: VND 0
c. Retained profit: VND 2,441,964
5 Approve the selection of KPMG Co., Ltd to be auditor to audit financial statement 2016 of the Company
6 Approve the profit estimate in 2016 as submitted at annual General Meeting of Shareholders 2016
7 Change in name of the Company
- Name of the Company expected to change into CÔNG TY CỔ PHẦN TÀI NGUYÊN MÂSAN (in Vietnamese), MASAN RESOURCES CORPORATION (in English) and MASAN RESOURCES in short.
- Authorize the Board of Directors to decide the above changes including the implementation time and all issues related to name changing
- Approve the amendment of Article 2.1 in the Charter of the Company to affirm the change in name of the Company.
8 Article 8: Approve the amendment and supplement of Charter of the Company
9 Article 9: Approve the Board of Directors including 6 members for term of 2016 – 2021
10 Article 10: Approve the list of members elected to Board of Directors for term of 2016 – 2021
1. Mr. Nguyen Dang Quang; 2. Mr. Nguyen Thieu Nam; 3. Mr. Nguyen Van Thang; 4. Mr. Chetan Prakash Baxi; 5. Mr. Dominic John Hearon and Mr. Jonathan David Fiorello
11 Article 11: Approve the Supervisory Board including 03 members for term of 2016 – 2021
12 Article 12: Approve the appointment of following Mr./ Ms. nominated to Supervisory Board for term of 2016 – 2021
1. Ms. Doan Thi My Duyen
2. Mr. Nguyen Quynh Lam
3. Mr. Tung Hoang Nguyen
13 Article 13: Approve the remuneration 2016 for members fo Board of Directors and Supervisory Board: VND 0
II. BOD Activities (2016)
Meetings:
No. / Members of BOD / Title / Attendance / Rate (%) / Reasons for not attending1 / Mr. Chetan Prakash Baxi / Chairman / 5/5 / 100 %
2 / Mr. Nguyen Dang Quang / Vice Chairman / 5/5 / 100 %
3 / Mr. Nguyen Thieu Nam / Director of BOD / 5/5 / 100 %
4 / Mr. Nguyen Van Thang / Director of BOD / 4/4 / 100 % / Appointed after 8 Apr 2016
5 / Mr. Dominic John Heaton / Director of BOD / 4/4 / 100% / Appointed after 8 Apr 2016
6 / Mr. Jonathan David Fiorello / 5/5
III. Board Resolutions (The first six months 2015)
No. / Board Resolution No. / Date / ContentsIV. Change in connected persons/institutions
No. / Organizations/individuals / Title / Moment as connected persons/institutions / Moment as not connected persons/institutions / Reason1 / Nguyen Van Thang / Member of BOD / 22 Apr 2016
An Khanh Thermal Power JSC / Chairman of BOD / 22 Apr 2016
Thai Nguyen Investment and Export- Import Limited company / Chairman of BOD / 22 Apr 2016
An Khanh Investment and Industry JSC / Chairman of BOD / 22 Apr 2016
PT KUKAR VIETINDO / 22 Apr 2016
Nui Phao Mining Company / Vice Chairman of BOD / 22 Apr 2016
Nui Phao- HC Starck Tungsten Chemicals Manufacturing LLC / Chairman of Members’ Council / 22 Apr 2016
An Khanh Construction Materials JSC / Chairman of BOD / 22 Apr 2016
2 / Wayne Frank Apted / Finance Manager / 01/9/2014 / 10/6/2016
Nui Phao Mining Company / CFO / 01/9/2014 / 10/6/2016
Masan Thai Nguyen Resources Company LTD / CFO / 01/9/2014 / 10/6/2016
3 / Nikhil Kamran / Acting CFO / 10/6/2016
4 / Nguyen Quynh Lam / Member of Supervisory Board / 22/4/2016
Masan Group Corporation / Head of Supervisory Board / 22/4/2016
Masan Consumer Corporation / Financial Specialist / 22/4/2016
Masan JSC / Chief Accountant / 22/4/2016
5 / Tung Hoang Nguyen / Member of Supervisory Board / 22/4/2016
Masan Consumer Corporation / CFO / 22/4/2016
Masan consumer Holdings company Limited / Acting CFO / 22/4/2016
6 / Dang Ngoc Ca / Member of supervisory board / 30/9/2013 / 22/4/2016
Masan Vision JSC / Member of supervisory board
Viet-phap cattle food JSC / Member of supervisory board
Shika JSC / Member of Member’s council
Kenji JSC / Member of supervisory board
7 / Le Thanh Tung / Member of supervisory board / 30/9/2013 / 23/4/2016
Le Bach Law Company limited / Managing partner / 30/9/2013 / 23/4/2016
V. Transactions of PDMRs and connected persons/institutions
1. List of PDMRs and connected persons/institutions
No. / Organizations/individuals / Title / Shareholding at the beginning of the term / Shareholding at the end of the term / Note2. Transactions of PDMRs and connected persons/institutions
No. / Transaction person / Relationship with PDMRs/key shareholders / Number of shares at opening period / Number of shares at closing period / Reason for increase, decreaseNumber of shares / Rate / Number of shares / Rate
1 / Dominic John Heaton / Ceo / 8,420,857 / 1.17% / 8,400,257 / 1.17% / Sell
2 / Nguyen Thi Hai Yen / Chief Accountant / 20,000 / 0.03% / 0 / 0 / Sell
3 / Nguyen Quynh Lam / Member of Supervisor Board / 0 / 0 / 63,000 / 0.00% / Buy
3. Other transactions:
No. / Transaction person / Relationship with PDMRs/key shareholders / Number of shares at opening period / Number of shares at closing period / Reason for increase, decreaseNumber of shares / Rate / Number of shares / Rate
VI. Other notices (none)