BSC: Corporate Governance Report (2017)
CORPORATE GOVERNANCE REPORT
(Year 2017)
Company: Ben Thanh Service Joint Stock Company
Address: 390 Nguyen Cong Tru, Cau Ong Lanh Ward, District 1, Ho Chi Minh City
Tel: (84-8) 39140932 – 39140933
Fax: (84-8) 39140934
Email:
Charter capital: VND 31,507,470,000
Stock code: BSC
I. General Meeting of Shareholders’ Activities
No. / Resolution/ Decision No. / Date / Content1 / 01/NQ-DHDCD / April 20th, 2017 / - Approve the 2016 Report on business activity and the 2017 operation orientation
- Approve Board of Directors’ the 2016 operation report and operation result in the 2nd term (2012 to 2017)
- Approve Supervisory Board’s report on activities of Supervisory Board and appraisal on the 2016 financial statement
- Approve the 2016 profit distribution plan
- Approve choosing auditing company in 2017
- Approve remuneration of Board of Directors and Supervisory Board in 2017;
- Approve authorizing Board of Directors to decide, implement, purchase and assign premises at No. 48-50-52 Tran Hung Dao, Pham Ngu Lao ward, district No. 1, Hochiminh City
- Approve election result of members of Board of Directors of Ben Thanh Service Joint Stock Company in the 3rd term (From 2017 to 2022)
- Approve election result of members of Supervisory Board of Ben Thanh Service Joint Stock Company in the 3rd term (From 2017 to 2022)
II. BOD Activities (2017)
1. Meetings
No. / Members of BOD / Title / Starting date/ Ending date as member of BOD / Attendance / Rate / Reasons for not attending1 / Ms. Nguyen Thi Huong Giang / Chairman of Board of Directors / Apr 20, 2017 / 5/5 / 100%
2 / Mr. Bui Tuan Ngoc / Member of Board of Directors / Apr 20, 2017 / 5/5 / 100%
3 / Mr. Vu Dinh Thi / Member of Board of Directors / Apr 20, 2017 / 5/5 / 100%
4 / Mr. Truong Quang Thong / Member of Board of Directors / Apr 20, 2017 / 5/5 / 100%
5 / Mr. Bui Minh Tuan / Member of Board of Directors / Apr 20, 2017 / 5/5 / 100%
2. Board Resolutions (2017)
No. / Board Resolution No. / Date / Contents1 / 01/NQ – HDQT / 15 Feb 2017 / - Approve the 2016 business report and the 2017 operation orientation
- Approve wage in 2017
2 / 02/NQ - HDQT / 23 Mar 2017 / - Approve holding date of Annual General Meeting of Shareholders 2017, record date of list of shareholders attending the Annual General Meeting of Shareholders 2017 and holding place
- Approve contents to be submitted at General Meeting of Shareholders 2017
- Approve establishing checking team to confirm shareholders’ conduct at General Meeting of Shareholders 2017
3 / 03/NQ - HDQT / 14 Apr 2017 / - Approve list of candidates in Board of Directors and Supervisory Board of Ben Thanh Service Joint Stock Company in the 3rd term (From 2017 to 2022)
4 / 04/ NQ - HDQT / 18 Jul 2017 / Contents to submit Board of Directors in Q.II/ 2017
- Operation results of the first 6 months of 2017 and operation plan of the last 6 months of 2017
- Plan for implementing Onetel Ben Thanh project at 47 Phan Chu Trinh, District 1
- Plan on encouraging, supporting employees to open stock accounts to buy shares of the Company
5 / 05/ NQ - HDQT / 03 Oct 2017 / Contents to submit Board of Directors in Q.III/ 2017
- Operation results of the first 9 months of 2017 and operation plan of the last 3 months of 2017
- Adjustments to total investment in Onetel Ben Thanh project
- Draft of business cooperation principles for 21-23-25-27 Ton That Thiep
- Draft of operation regulations on Board of Directors and Management Board of Ben Thanh Service Joint Stock Company
6 / 01/QD – HDQT / 23 Mar 2017 / - Approve holding date of General Meeting of Shareholders 2017
7 / 02/QD – HDQT / 10 Apr 2017 / - Establishing checking team to confirm shareholders’ status at General Meeting of Shareholders 2017
8 / 02A/QD – HDQT / 10 Apr 2017 / - Extending position of Chief Accountant of Ms. Vo Thuy Hanh at Ben Thanh Service Joint Stock Company
9 / 03/QD – HDQT / 07 Nov 2017 / - Issue operation regulations on Board of Directors and Management Board
10 / 04/QD – HDQT / 29 Dec 2017 / - Reappointing Chief Accountant of Ben Thanh Service Joint Stock Company
III. Supervisory Board (2017)
No. / Members of Supervisory Board / Title / Starting date/ Ending date as member of Supervisory Board / Attendance / Rate / Reasons for not attending1 / Ms. Lai Thi Thanh Phuong / Head of Supervisory Board / Nov 7, 2016 / 2/2 / 100%
2 / Mr. Dao Phuc Long Phi / Member of Supervisory Board / Mar 25, 2016 / 2/2 / 100%
3 / Mr. Pham Tuan Cuong / Member of Supervisory Board / Apr 23, 2015 / 2/2 / 100%
IV. List of connected persons/ institutions (2017)
1. List of 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 / Ms. Nguyen Thi Huong Giang / Chairman of Board of Directors / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
2 / Mr. Bui Tuan Ngoc / Member of Board of Directors / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
3 / Mr. Bui Minh Tuan / Member of Board of Directors / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
4 / Mr. Vu Dinh Thi / Member of Board of Directors / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
5 / Mr. Truong Quang Thong / Member of Board of Directors / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
6 / Ms. Lai Thi Thanh Phuong / Head of Supervisory Board / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
7 / Mr. Dao Phuc Long Phi / Member of Supervisory Board / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
8 / Mr. Pham Tuan Cuong / Member of Supervisory Board / 20 Apr 2017 / Being elected by General Meeting of Shareholders 2017
V. Transactions of PDMRs and connected persons/ institutions (2017)
1. List of PDMRs and connected persons
No. / Name / Trading account (if any) / Position of PDMR at the company (if any) / Shares holding at the end of the term / Holding percentage at the end of the term / Note1 / Nguyen Thi Huong Giang / Chairman of Board of Directors / 0 / 0%
Ben Thanh Group / Deputy General Director/ capital representative / 519,547 / 16.49 %
Nguyen Duc Dung / Father / 0 / 0%
Nguyen Thi Dung / Mother / 0 / 0%
Nguyen Van Ha / Husband / 0 / 0%
Nguyen Ha Phan / Child / 0 / 0%
Nguyen Thi Phuong Lan / Sister / 0 / 0%
2 / Bui Tuan Ngoc / Member of Board of Directors / 0 / 0%
Phung Thi Quynh Yen / Mother
Nguyen Thanh Huyen / Wife / 0 / 0%
Bui Tran Yen Chau / Child / 0 / 0%
Bui Ngoc Thach / Child / 0 / 0%
Bui Minh Tuan / Brother / 0 / 0%
Vina Investment Joint Stock Company / Chairman of Board of Directors / 575,986 / 18.28
Toan Viet Investment Joint Stock Company / Chairman of Board of Directors / 300,068 / 9.52%
Vinafreight Joint Stock Company / Deputy Chairman of Board of Directors / 0 / 0%
Thien Hai Investment and Trade Co., Ltd / Director / 153,700 / 4.88%
Transimex – Saigon Joint Stock Company / Chairman of Board of Directors / 0 / 0%
Hai An Logistics and Transport Joint Stock Company / Deputy Chairman of Board of Directors / 0 / 0%
3 / Vu Dinh Thi / Temporary General Director/ member of Board of Directors / 0 / 0%
Ben Thanh Group / Capital representative / 371,105 / 11.78 %
4 / Truong Quang Thong / Deputy General Director/member of Board of Directors/ information disclosure official / 0 / 0%
Ben Thanh Group / Capital representative / 296,884 / 9.42 %
5 / Bui Minh Tuan / Member of Board of Directors / 152,000 / 4.00%
6 / Lai Thi Thanh Phuong / Head of Supervisory Board / 0 / 0%
Ben Thanh Group / Deputy Head of Internal Supervisory Department/ Capital representative / 296,884 / 9.42 %
7 / Dao Phuc Long Phi / Member of Supervisory Board / 0 / 0%
8 / Pham Tuan Cuong / Member of Supervisory Board / 0 / 0%
9 / Vo Thuy Hanh / Chief Accountant / 0 / 0%
2. Transactions of PDMRs and connected persons/ institutions: None
VI. Other transactions: None