DBC: Corporation Governance Report (2016)
CORPORATE GOVERNANCE REPORT
(Year 2016)
Company: DABACO Group
Address: No. 35, Ly Thai To Street, BacNinhCity, Bac Ninh province
Tel: 021141 385111Fax: 0241 3825496
Email:
Charter capital: VND 627,419,230,000
Stock code: DBC
I. AGM Activities
No. / Board Resolution/Decision No. / Date / Content1 / 01/ 2016/ NQ- DHDCD / 27 Mar 2016 / - Approve report 2015 of Board of Directors
- Approve the report 2015 of Supervisory Board
- Approve the audited financial statement and plan for profit distribution 2015
- Approve the plan for profit distribution 2015, operation plan 2016 and investment plan
- Approve plan for dividend payment 2016as stated in the Statement of Board of Directors
- Approve the authorizing Board of Directors to select an independent auditor to audit financial statement 2016
- Approve remuneration 2015 of Board of Directors, Supervisory Board and Secretary of Board of Directors
- Approve the appointment of CEO
- Amend and supplement the Charter
I. BOD Activities
1.1 Meetings of BOD
No. / Director of BOD / Title / Attendance / Rate / Reason for not attending1 / Mr. Nguyen Nhu So / Chair of Board of Directors / 09 / 100%
2 / Mr. Nguyen Khac Thao / Deputy Chair of Board of Directors / 09 / 100%
3 / Ms. Nguyen Thi Thu Huong / Member of Board of Directors / 09 / 100%
4 / Mr. Nguyen The Tuong / Member of Board of Directors / 09 / 100%
5 / Mr. Nguyen Hoang Nguyen / Member of Board of Directors / 09 / 100%
6 / Mr. Nguyen Dinh Toan / Member of Board of Directors / 09 / 100%
7 / Mr. Tran Xuan Manh / Member of Board of Directors / 09 / 100%
8 / Mr. Le Quoc Doan / Member of Board of Directors / 09 / 100%
9 / Ms. Nguyen Thanh Huong / Member of Board of Directors / 08 / 89%
II. Board Resolution
No. / Board Resolution/Decision No. / Date / Content1 / 01/ 2016/ NQ - HDQT / 14 Jan 2016 / - Approve the operation result of 2015
- Approve the operation plan for 2016
- Approve the ABC reward in 2015 and bonus on the occasion of Lunar New Year 2016
2 / 02/ 2016/ NQ - HDQT / 03 Feb 2016 / - Approve the plan for share issue for dividend payment 2015
- Approve the capital transfer at EIP Industrial Park Zone Development Co., Ltd
- Approve the medium-term credit of the Company at Techcombank and short-term credit limit at Agribank Bac Ninh
- Approve some investment projects
3 / 03/ 2016/ NQ - HDQT / 10 Mar 2016 / - Approve the issues to submit annual General Meeting of Shareholders 2016
- Register for change in charter capital of the Company
- Supplement the business line of some subsidiaries
- Approve the loan limit at banks, credit institutions to serve the production and business in 2016 and investments of the Company
4 / 04/ 2016/ NQ - HDQT / 04 May 2016 / - Select an independent auditor to audit financial statement 2016
- Approve the establishment of L’Indochina Tourist and Hotel Co., Ltd
5 / 05/ 2016/ NQ - HDQT / 03 Jun 2016 / - Approve the first dividend payment 2016 in cash
- Approve the plan for loan borrowing at Bac Ninh Investment and Development Fund
- Other issues
6 / 06/ 2016/ NQ - HDQT / 11 Jul 2016 / - Approve operation result of first 6 months of 2016 and plans for last 6 months of 2016
- Contributing capital to set up Joint Stock Company
- Receiving transfer of share of Tam Tam Joint Stock Company
- Supplement line of business of Bac Ninh Service and Trading Co., Ltd
- Approve dismissal of Mr. Nguyen Van Manh from the position of Deputy General Directors
7 / 07/ 2016/ NQ - HDQT / 06 Sep 2016 / - Appoint Deputy General Directors
- Approve Decision on duties of the Company’s managers
- Approve bank loan borrowing
- Some other issues
8 / 08/ 2016/ NQ - HDQT / 01 Oct 2016 / - Assess operation results of first 9 months of 2016
- Approve plans for merging Dabaco breeding pig Co., Ltd into Dabaco Nuclear breeding pig Co., Ltd
- Approve plans for merging Tam Tam Joint Stock Company into Hiep Quang Commerce One Member Co., Ltd
- Set up Dabaco Luong Tai breeding pig Co., Ltd and Dabaco Ha Tinh breeding pig Co., Ltd
- Registration for changing Business Registration Certificate of some subsidiaries
9 / 09/ 2016/ NQ - HDQT / 21 Nov 2016 / - Deploy plans for Q.IV/ 2016
- Appoint Deputy General Directors of contruction
- Approve bank loan borrowing
- Set up Dabaco Tu Son Shopping Center
III. Change in connected persons/institutions
No. / Organizations/Individuals / Title / Moment as connected persons/institutions / Moment as not connected persons/institutions / ReasonI / Member of Board of Directors
1 / Nguyen Nhu So / Chair of Board of Directors
2 / Nguyen Khac Thao / Deputy Chair of Board of Directors
3 / Nguyen Thi Thu Huong / Member of Board of Directors
4 / Nguyen Th Tuong / Member of Board of Directors
5 / Nguyen Hoang Nguyen / Member of Board of Directors
2 / Nguyen Dinh Toan / Member of Board of Directors / Appointed to be Director of BOD in the term 2015 - 2020
Do Thi Tinh / Connected person / 26 Apr 2015
Nguyen Thi Huong / Connected person / 26 Apr 2015
Nguyen Thi Thuy Duong / Connected person / 26 Apr 2015
Nguyen Dinh The / Connected person / 26 Apr 2015
Nguyen Thi Dien / Connected person / 26 Apr 2015
Nguyen Thi Huyen / Connected person / 26 Apr 2015
IV. Transactions of PDMRs and connected persons/ institutions
1. List of PDMRs and connected persons
No. / Name / Position of PDMR at the company (if any) / Shareholding at the end of the term / Shareholding percentage at the end of the term / Note1 / Nguyen Nhu So / Chair of Board of Directors / 13,756,868 / 18.27%
Nguyen Van Chuyen / Connected person / 139,920 / 0.19%
Nguyen Van Khuong / Connected person / 48 / 0.0001%
Nguyen Thi Thuy / Connected person / 39,792 / 0.05%
Nguyen Thi Thanh / Connected person / 16,176 / 0.02%
Nguyen Thi Tan Hoa / Connected person / 2,297,496 / 3.05%
Nguyen Thu Hien / Connected person / 1,797,610 / 0.02%
Nguyen Ha Chi / Connected person / 720,000 / 0.96%
Nguyen Van Chuy / Connected person / 0 / 0
Nguyen Thi Som / Connected person / 0 / 0
Hoang Thi Thuan / Connected person / 0 / 0
Nguyen Trung Hieu / Connected person / 0 / 0
2 / Nguyen Khac Thao / Direcor of Board of Directors – Vice General Director / 843,480 / 1.12%
Nguyen Thi Bich / Connected person / 0 / 0
Nguyen Thi Tram Anh / Connected person / 0 / 0
Nguyen Anh Vu / Connected person / 0 / 0
3 / Nguyen Thi Thu Huong / Member of Board of Directors cum Financial Director / 1,279,200 / 1.7%
Nguyen Phu Ban / Connected person / 0 / 0
Nguyen Anh Tuan / Connected person / 0 / 0
4 / Nguyen The Tuong / Memberof Board of Directors / 798,720 / 1.06%
Ngo Thi Vuong / Connected person / 0 / 0
Nguyen Thi Bich Vuong / Connected person / 0 / 0
Nguyen Thi Huong / Connected person / 0 / 0
Nguyen The Chuong / Connected person / 0 / 0
Nguyen The Khuong / Connected person / 0 / 0
5 / Le Quoc Doan / Member of Board of Directors / 864,883 / 1.15%
Le Van Nhuan / Connected person / 0 / 0
Bui Thi Dai / Connected person / 0 / 0
Chu Thi Thap / Connected person / 0 / 0
Le Thi Tho / Connected person / 0 / 0
Le Thi Duc / Connected person / 0 / 0
Le Van Ket / Connected person / 0 / 0
6 / Nguyen dinh toan / Member of Board of Directors / 6,027 / 0.01
Do Thi Tinh / Connected person / 0 / 0
Nguyen Thi Huong / Connected person / 0 / 0
Nguyen Thi Thuy Duong / Connected person / 0 / 0
Nguyen Dinh The / Connected person / 2,400 / 0.003%
Nguyen Thi Dien / Connected person / 0 / 0
Nguyen Thi Huyen / Connected person / 0 / 0
7 / Tran xuan manh / Member of Board of Directors / 367,200 / 0.49%
Tran Dinh My / Connected person / 0 / 0
Nguyen Thi Ky / Connected person / 0 / 0
Tran Thi Ha / Connected person / 0 / 0
Tran Thi Lan / Connected person / 0 / 0
To Minh Dien / Connected person / 0 / 0
8 / Nguyen Hoang Nguyen / Member of Board of Directors / 85,680 / 0.11%
Nguyen thi thoa / Connected person / 0 / 0
Nguyen thi hoa / Connected person / 0 / 0
9 / Nguyen thanh huong / Member of Board of Directors / 0 / 0
Nguyen Thi Tuyet / Connected person / 0 / 0
Le Hong Son / Connected person / 0 / 0
Le Nguyen Duong Thuy / Connected person / 0 / 0
10 / Nguyen van tuan / Deputy General / 70,400 / 0.09%
Nguyen Anh Tu / Connected person / 0 / 0
Nguyen Anh Tai / Connected person / 0 / 0
Nguyen Thi Minh / Connected person / 0 / 0
Nguyen Thi Bich / Connected person / 0 / 0
Nguyen Thi Ngoc / Connected person / 0 / 0
Nguyen Van Kim / Connected person / 0 / 0
Nguyen Van Son / Connected person
11 / Nguyen Trong Kich / Deputy General Manager / 0 / 0%
Nguyen Thi Tinh / Connected person
Nguyen Trong Dien / Connected person
12 / Nguyen Trong Kich / Deputy General Manager / 0 / 0
Nguyen Thi Tinh / Connected person / 0 / 0
Nguyen Trong Dien / Connected person / 0 / 0
13 / Phan van hoc / Deputy General Manager / 6,000 / 0.01%
Pham Van Hoa / Connected person / 0 / 0
Nguyen Thi Thoi / Connected person / 0 / 0
Pham Van Tuan / Connected person / 0 / 0
Pham Hong Len / Connected person / 0 / 0
Nguyen Thi Hue / Connected person / 0 / 0
14 / Nguyen Thi Hue Minh / Information disclosure Officer / 600.000 / 0.80%
Dao Thi Viet / Connected person / 0 / 0
To Quang The / Connected person / 0 / 0
Nguyen Anh Duc / Connected person / 0 / 0
Nguyen Thi Thu Hong / Connected person / 0 / 0
15 / Nguyen van Linh / Chief of Supervisory Board / 31,200 / 0.04%
Nguyen Thi Van / Connected person / 2,400 / 0.003%
Nguyen Thi Dan / Connected person / 0 / 0
Ngo Thi Thanh / Connected person / 0 / 0
Nguyen Van Anh / Connected person / 0 / 0
Nguyen Tien Vu / Connected person / 0 / 0
16 / Ngo Huy Tue / Member of Supervisory Board / 2,520 / 0.003%
Nguyen Thi Phuong / Connected person / 6,600 / 0.01%
Ngo Sy Tiu / Connected person / 0 / 0
Nguyen Thi Xuyen / Connected person / 0 / 0
Ngo Thi Xuyen / Connected person / 0 / 0
Ngo Thi Sang / Connected person / 0 / 0
17 / Dinh Thi Minh Thuan / Member of Supervisory Board / 3,600 / 0.005%
Tran Thi Dam / Connected person / 0 / 0
Dinh Thanh Binh / Connected person / 0 / 0
Dinh Doan Minh / Connected person / 0 / 0
Dinh Thi Hai / Connected person / 0 / 0
Nguyen Sy Trang / Connected person / 0 / 0
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 / Nguyen Thi Thu Hien / Daughter of Mr. Nguyen Nhu So / 797,610 / 1.06% / 1,797,610 / 2.39% / Bought 1,000,000 shares on 23 May 2016
2 / Ms. Nguyen Thi Tan Hoa / Daughter of Mr. Nguyen Nhu So / 297,493 / 0.40% / 2,297,493 / 3.05% / Bought 2,000,000 shares on 23 May 2016
3 / Mr. Nguyen Van Tuan / Deputy General Director / 74,400 / 0.099% / 70,400 / 0.09% / Sold 4,000 shares on 24 Jun 2016
4 / Mr. Nguyen Van Manh / Deputy General Directors / 33,116 / 0.04% / 0 / 0% / Sell 33,116 shares from 23 Aug 2016 to 31 Aug 2016
3. Other transactions
V. Other issues: None