VNR: Corporate Governance Report (First 06 Months of 2016)
VNR: Corporate Governance report (the first 6 months of 2017)
CORPORATE GOVERNANCE REPORT
(the first 6 months of 2017)
Company: Vietnam National Reinsurance Corporation
Address: No. 141 Le Duan, Hoan Kiem district, Hanoi city
Tel.: 024 3 9422354Fax: 024 39422351
Charter capital: VND 1,310,759,370,000
Stock code: VNR
I. Activities of annual General Meeting of Shareholders
No. / Board Resolution No. / Date / Contents1 / 07/2017/NQ – DHDCD / 26 Apr 2016 / - Approve the 2016 audited financial report and the 2017 business plan
- Approve the plan on using the after-tax profit, deciding the 2016 dividend payout ratio, the 2016 remuneration of Board of Directors, Supervisory Board and the secretary team of Board of Directors
- Approve the 2016 operational report of Board of Directors
- Approve the 2016 operational report of Supervisory Board
- Approve dismissing Mr. Do Quang Khanh from member of Supervisory Board
- Approve changing the number of members of Board of Directors from 9 to 10
- Elect Mr. Nguyen Dinh An as member of Board of Directors of term 2015 – 2019
- Elect Mr. Vu Ngoc Vuong as member of Supervisory Board of term 2015 – 2019
- Approve the form of selecting the independent audit company
I. BOD Activities
Meetings:
No. / Members of BOD / Title / Attendance / Rate / Reasons for not attending1 / Mr. Le Song Lai / Chair of Board of Directors / 02 / 100%
2 / Mr. Martyn Parker / Deputy of Board of Directors / 0 / 0% / Business trip; authorized Mr. Beat Schenegg to attend
3 / Mr. Phan Kim Bang / Deputy Chairman of Board of Directors / 02 / 100 %
4 / Mr. Pham Cong Tu / Member of Board of Directors cum General Manager / 02 / 100%
5 / Mr. Tran Vinh Duc / Member of Board of Directors / 02 / 100%
6 / Mr. Dao Nam Hai / Member of Board of Directors / 02 / 50%
7 / Mr. Pham Sy Danh / Member of Board of Directors / 02 / 100%
8 / Mr. Beat Schnegg / Member of Board of Directors / 02 / 100%
9 / Mr. Mai Xuan Dung / Member of Board of Directors / 02 / 100%
10 / Mr. Nguyen Dinh An / Member of Board of Directors / 0 / 0% / Appointed on 26/04/2017
II. Board Resolutions (2016)
No. / Board Resolution No. / Date / Contents1 / 01/2017/QD-HDQT / 19/01/2017 / Approve the policy of dividend payment
2 / 02/2017/QD-HDQT / 22/02/2017 / Approve the time, location and agenda of the 2017 annual general meeting of shareholders
3 / 03/2017/QD-HDQT / 21/03/2017 / - Approve the 2016 financial statement
- Approve the 2016 profit distribution plan
- Approve the 2016 remuneration of Board of Directors, Supervisory Board and the secretary team of Board of Directors
- Approve the 2017 business plan
- Approve the report on the transactions with related parties
- Approve the operational reports of Board of Directors
- Approve the suggestion of Supervisory Board on the list of audit companies for auditing the 2017 financial statement
- Authorize the chairman to approve documents presented to the 2017 annual general meeting of shareholders and resolve other problems related with holding the 2017 annual general meeting of shareholders
4 / 04/2017/QD-HDQT / 11/04/2017 / - Establish the Committee for checking shareholders’ status in the 2017 annual general meeting of shareholders
- Establish the secretary team in the 2017 annual general meeting of shareholders
- Appoint employees to be member of the Vote-Counting Committee
5 / 05/2017/QD-HDQT / 11/04/2017 / - Approve dismissing Mr. Do Quang Khanh from member of Supervisory Board
- Elect the additional member of Supervisory Board
6 / 06/2017/QD-HDQT / 25/04/2017 / - Approve the plan on investing or divesting each investment in the portfolio
- Appoint employees to be the Secretary of the Corporation
- Approve amending the meeting agenda of the 2017 annual general meeting of shareholders
- Amend point e, clause 3, article 9 of the current governance regulations
7 / 08/2017/QD-HDQT / 05/06/2017 / - Approve selecting Deloitte Vietnam to audit the 2017 financial statement
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 / ReasonsIV. Transactions of PDMRs and connected persons/ institutions
1. List of PDMRs and connected persons (attached)
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 / Note2. 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 / Bao Viet Value Investment Fund / Connected person – Mr. Phan Kim Bang – Vice Chairman of BOD / 0 / 0% / 6,478,100 / 4.94%
2 / Post Insurance Joint Stock Corporation / Shareholder (Connected person – Mr. Do Quang Khanh – Member of Supervisory Board) / 1,950,000 / 1.49% / 0%
3 / Bao Viet Value Investment Fund / Shareholder / 6,478,100 / 4.94% / 8,786,100 / 670%
4 / Bao Viet Value Investment Fund / Shareholder / 8,786,100 / 6.70% / 9,202,000 / 7.20%
3. Other transactions: None
V. Other issues: None