L14: Corporate Governance Report of 2017
CORPORATE GOVERNANCE REPORT
(Year2017)
Company:Licogi 14 Joint Stock Company
Address:No. 2068 Hung Vuong Road, Viet Tri Ward, Phu Tho
Tel.: 0210 3953543
Fax:0210 3953542
Email:
Charter capital:VND 74,996,900,000
Stock code:L14
I. Activities of annual General Meeting of Shareholders
No. / Resolution / Decision No. / Date / Content1 / 01/NQ- DHDCD-LICOGI 14 / 28/03/2017 / -Approve the report of Board of Directors on the business operation results of 2016
-Approve the business plan of 2017
-Approve the Audited Financial Statement of 2016
-Approve the report of Board of Supervisors of 2016
-Approve selecting auditor for 2017
-Approve the remuneration of Board of Directors, Board of Supervisors and Secretary of 2017
-Approve the dividend payment in shares: 15%
-Approve the plan on implementing provision on bonus and welfare fund: 10%
-Approve the plan on implementing provision on investment and development fund
-Approve rewarding for Board of Directors, Board of Supervisors and Board of General Managers, Heads of Departments, Vice- Managers of Branches in 2016 in cash
-Approve the plan on rewarding for Board of Directors, Board of Supervisors and Board of General Managers, Heads of Departments, Vice- Managers of Branches, the employees and staff in 2017 if completing exceeded the showed plan
-Increase the charter capital to VND 100 billion by the share issuance from owners’ equity and the share issuance for existing shareholders in 2017, the public offering
-Approve amending and supplementing the charter of the company, change Business Registration after implementing the share issuance.
2 / 02/NQ- DHDCD- LICOGI 14 / 18/10/2017 / -Approve dismissing and additionally electing member of Board of Directors in the term of 2014-2018
-Increase the charter capital by the share issuance for existing shareholders
-Authorize Board of Directors to implement the works which relate to the share issuance
-Approve amending some contents of the charter of the company, change Business Registration after implementing the share issuance
II. BOD Activities
Meetings:
No. / Members of BOD / Title / Attendance / Rate / Reasons for not attending1 / Pham Gia Ly / Chair of Board of Directors cum General Manager / 7 / 100%
2 / Vu Duy Quang / Member of Board of Directors / 3 / 43% / No longer as member of Board of Directors
3 / Nguyen Van Tuan / Member of Board of Directors / 7 / 100%
4 / Nguyen Manh Tuan / Member of Board of Directors / 7 / 100%
5 / Tran The Binh / Member of Board of Directors / 7 / 100%
6 / Phung Van Thanh / Member of Board of Directors / 3 / 43% / Elected additionally from 16/08/2017
III. Board Resolutions
No. / Resolution / Decision No. / Date / Content1 / 02/NQ- HDQT / 29/05/2017 / -Implement the plan on the share issuance for the dividend payment of 2016 and increasing the charter capital from owners’ equity following the Annual General Mandate of 2017
2 / 04.1/NQ- HDQT / 01/07/2017 / -Approve the plan on moving, repairing and installing, correcting BTTP station and building operating house at Minh Phuong Urban Area
-Approving the plan on building house for the employees and staff at Lao Cai Repair Workshop
3 / 04/2017/NQ- HDQT / 11/07/2017 / -Approve the results on the share issuance for the dividend payment and increasing the charter capital from owners’ equity
4 / 05/NQ- HDQT / 16/08/2017 / -Dismiss the status of member of Board of Directors for Mr. Vu Duy Quang
-Appoint the title member of Board of Directors for Mr. Phung Van Thanh- Vice- General Manager
-Report to General Meeting of Shareholders on dismissing Mr. Vu Duy Quang and appointing Mr. Phung Van Thanh at the nearest meeting
5 / 07/NQ- HDQT / 12/09/2017 / -Approve the business plan of Q.III/2017, orientation of 2018 and the next years
-Assess real estate market at Viet Tri City- Phu Tho, advantages and disadvantages in the next time
-Approve accounting loss of unfinished costs at project of 3 main routes at Tan Son
-Approving repairing machinery and equipment
-Approve holding the Extraordinary General Meeting of Shareholders ofQ.IV/2017
6 / 09/NQ- HDQT / 01/09/2017 / -Approve accounting to deduct debts for loss of investing in project at Bao Nhai Hydroelectricity Plant
7 / 09/NQ- HDQT / 14/11/2017 / -Implement the share issuance for increasing the charter capital of the company
8 / 10/NQ- HDQT / 14/11/2017 / -The detailed plan on use of proceeds from the share issuance
9 / 11/QD- HDQT / 03/12/2017 / -Approve estimation of project at Minh Phuong Kid School
10 / 12/QD- HDQT / 28/12/2017 / -Implement the settlement of investment values of projects which are completed
11 / 13/NQ- HDQT / 30/12/2017 / -Approve advantages and disadvantages and the business operation results of 2017, orientation of 2018
-Re- Appoint Mr. Lai Xuan Hung- Vice- Manager of Branch to hold the title Vice- General manager of the company from 01/01/2018
-Appoint Mr. Vu Van Dai – Vice- Head of Plan and Technology Department to hold the title Head of Plan and Technology Department from 01/01/2018
-Approve the plan on rewarding Tet for Board of Directors, Board of Supervisors, the employees and staff of the company
-Approve the plan and program of Annual General Meeting of Shareholders of 2018
IV. 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
2
3
4
5
V. 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 / 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
In the last 6 months of 2017
- On March 20th, 2017, Ms. Nguyen Thi Thanh Nga – connected person to Mr. Nguyen Van Tuan – member of BOD registered to sell 35,000 shares
- On April 13th, 2017, Mr. Ha Minh Tien – Deputy General Director registered to sell 5,000 shares
- On 14/09/2017, Mr. Nguyen Van Tuan – Member of Board of Directors sold 5,000 shares
- On 05/10/2017, Mr. Tran The Binh – Member of Board of Directors sold 6,580 shares
3. Other transactions: None
VI. Other contents: