PCG:Corporate Governance Report (2017)

PCG:Corporate Governance Report (2017)

CORPORATE GOVERNANCE REPORT

(Year2017)

Company:Petro Viet Nam Gas City Investment and Development Joint Stock Company

Address:Floor 4, No. 173, Trung Kinh Street, Yen Hoa Ward, Cau Giay District, Hanoi

Tel.:024.3734.858

Fax:024.3734.838

Email:

Charter capital: VND 188,700,000,000

Stock code: PCG

I. BOD Activities

Meetings:

No. / Members of BOD / Title / Date becoming/No longer member of BOD / Attendance / Rate / Reasons for not attending
1 / Van Tuan Anh / Chair of Board of Directors / 08/05/2012 / 05 / 100%
2 / Cheung Yipsang / Vice Chair of Board of Directors / 26/06/2010 / 02 / 40% / Authorized other person to attend a session
3 / Liu Yongxin Michael / Member of Board of Directors / 13/01/2017 / 01 / Resigned from member of Board of Directors from 13/01/2017
4 / Nguyen Thanh Don / Member of Board of Directors / 09/06/2016 / 01 / Resigned from member of Board of Directors from 13/01/2017
5 / Nguyen Chi Dung / Member of Board of Directors / 13/01/2017 / 03 / 60% / Authorized other person to attend 2 sessions
6 / Mr. Gao Zhinxin / Member of Board of Directors / 13/01/2017 / 03 / 80% / Appointed to be member of Board of Directors on 13/01/2017
7 / Mr. Nguyen Quyet Thang / Member of Board of Directors / 03 / 80% / Appointed to be member of Board of Directors on 13/01/2017

II. Board Resolutions

No. / Resolution / Decision No. / Date / Content
1 / 01/NQ-DHDCD / 21/04/2017 / Approve:

1. Report on business result of 2016 and audited financial statement 2016.
2. Result of distributing profit after tax of 2016.
3. The remuneration of Board of Directors, Board of Supervisors in 2016. Plan for remuneration in 2017.
4. Report on activities of 2016 and plan for activities in 2017 of Board of Directors
5. Report on activities of 2016 and plan for activities in 2017 of Board of Supervisors
6. Select Deloitte Vietnam Limited Liability as audit unit for financial statement 2017 of the Company
7. Charter of the Company
8. Appoint member of Board of Directors as follow:

-Appoint Mr. Gao Zhixin as member of Board of Directors of the Company from 13/01/2017 (replaced Mr. Liu Yongxin).
-Appoint Mr. Nguyen Quyet Thang as member of Board of Directors from 13/01/2017 (replaced Mr. Nguyen Thanh Don)

1. Approve the policy on electing member of Board of Directors, Board of Supervisors and the nominated list of Board of Directors, Board of Supervisors (term 2017- 2020)
2. Approve the result of the election of Board of Directors, Board of Supervisors (term 2017-2022) as follows:

-Board of Directors: Mr. Van Tuan Anh and Mr. Cheungyipsang
-Board of Supervisors: Mr. Nguyen Cong Luan, Ms. Nguyen Thi Thu Huong, Ms. Yang Xing Qiong.

1. The result of appointing Chair of Board of Directors and Head of Board of Supervisors (term 2017 – 2020) as follows:

-Mr. Van Anh Tuan was appointed as Chair of Board of Directors from 21/04/2017
-Mr. Nguyen Cong Luan was appointed as Head of Board of Supervisors from 21/04/2017
1 / 01/KDT-NQHDQT / 12/01/2017 / -Authorizing Manager to make operating plan of 2017
-Agree to negotiate with Best customer
-Appoint Mr. Gao Zhixin to be Member of the BOD in place of Mr. Liu Yongxin with effect since 13/01/2017
-Appoint Mr. Nguyen Quyet Thang to be Member of the BOD in place of Mr. Nguyen Thanh Don with effect since 13/01/2017
-Appoint Mr. Nguyen Nhat Duong to be Deputy Manager of Personal Administrative Department and Mr. Chen Zhibin to be Deputy Manager to be Market Manager with effect since 13/01/2017.
-Authorizing Management Board to make regulation and submit the BOD for approval.
2 / 02/KDT-NQHDQT / 27/03/2017 / -For the plan 2017: Assign Management Board to adjust the operation plan for 2017, ensuring the profit after tax 2017 not to be negative.
-Approve the audited financial statement 2016
-Approve the profit distribution 2016 as the request of the Manager of the Company at Statement No. 25/TTr-KDT-HDQT dated 10/03/2017.
-Approve the final report on the remuneration for BOD, Supervisory Board 2016 and the remuneration plan for 2017.
-Approve the regulation on voting members of BOD, Supervisory Board for the term 2017 – 2022 as the request of the Manager at the Statement No. 26/TTr-KDT-HDQT dated 10/03/2017.
-For supplementing the business lines: Require Management Board to:
-Carry out the market research on the field of trading heat, electricity in the industrial parks of Vietnam
-Consider, valuate the feasibility and chances in this field
-Organize the staff to learn experience, search market in this field
-Basing on the result of above contents, assign Management Board to decide on supplementing the business lines
-Modify the Charter of the Company as the request of Management Board at Statement No. 29/TTr-KDT-HDQT dated 10/03/2017, supplementing Annual General Meeting of Shareholders 2017.
-Require Management Board to modify item 5 Part B of the Draft of the Regulation on bonus for Contract MOU, cooperating the investment with the owner of industrial park,
-For the debts: Approve the request of Manager on the solution to handling bad debts from its customers as the request of Manager of the Company at the attached report on the debts.
-For the personnel: the Company reviews and makes the plan on using the personnel in conformity with the operation plan 2017
3 / 03/KDT- NQHDQT / 07/04/2017 / -Mr. Van Tuan Anh, Chair of the Board of Directors has resigned from Manager, Legal Representative with effect since 08/04/2017.
-Appoint Mr. LU ZHIMING to be Manager, Legal Representative in place of Mr. Van Tuan Anh with effect 08/04/2017
4 / 04/KDT- NQHDQT / 21/04/2017 / -Appoint Mr. Van Tuan Anh, Member of the Board of Directors to be Chair of the BOD with effect since 21/04/2017
5 / 05/KDT – NQHDQT / 17/06/2017 / -Mr. Pham Van Tuynh has resigned from Deputy Manager with effect since 01/06/2017
-Mr. Nguyen Nhat Duong has resigned from Deputy Manager with effect since 01/06/2017
6 / 06/KDT – NQHDQT / 09/08/2017 / -Assign Board of Managers to implement the necessary measures to ensure business operations in 2017 implemented as the plan approved.
-For debt report: Require Board of Managers to reclaim the debt.
7 / 07/KDT – NQHDQT / 17/08/2017 / -Authorize Manager to decide the opening of guarantee and the issues related to the opening of guarantee.
-Time of authorization: 31/12/2018

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 / Reasons
I / Institution
1 / Vietnam Mechanical Corporation - Joint Stock Company / 068C007420 / The representativesof capital: Mr. Van Tuan Anh – Chair of Board of Directors cum Manager, Mr. Nguyen Thanh Don – member of Board of Directors and Mr. Nguyen Cong Luan – Head of Board of Supervisors / 07/10/2007
2 / Hanoi Construction Corporation / The representative of capital: Mr. Do Anh Tuan – Member of Board of Supervisors / 07/10/2007
3 / EVN Energy Holdings Limited / The representative of capital: Mr. Cheungyipsang – member of Board of Directors, Mr. Liuyongxin Michael – member of Board of Directors and Ms. Yang xing Qiong – member of Board of Supervisors / 06/01/2010
II / Person
1 / Van Tuan Anh / Chair of Board of Directors / 05/08/2012
2 / Nguyen Thanh Don / Member of Board of Directors cum Manager / 05/08/2012 / 13/01/2017 / Resigned
3 / Cheungyipsang / Member of Board of Directors / 26/06/2010
4 / Liuyongxin Michael / Member of Board of Directors / 13/01/2017 / Resigned
5 / Gao zhixin / Member of Board of Directors / 13/01/2017 / Appointed (replaced Mr. Liuyongxin Michael)
6 / Nguyen Quyet Thang / Member of Board of Directors / 13/01/2017 / Appointed (replaced Mr. Nguyen Thanh Don)
7 / Nguyen Chi Dung / Member of Board of Directors / 09/06/2016
8 / Nguyen Cong Luan / Head of Board of Supervisors / 05/08/2012
9 / Do Anh Tuan / Member of Board of Supervisors / 21/04/2017 / Term expires
10 / Nguyen Thi Thu Huong / Member of Board of Supervisors / 21/04/2017 / Appointed to be member of Board of Supervisors from 21/04/2014
11 / Yang xing Qiong / Member of Board of Supervisors / 05/08/2012
12 / Lu zhiming / Manager / 08/04/2017
13 / Bui Xuan Nang / Deputy Manager / 02/01/2008
14 / Pham Van Tuynh / Deputy Manager / 01/06/2017 / Resign
15 / Tran Chi Ban / Deputy Manager / 13/01/2017
16 / Nguyen Nhat Duong / Deputy Manager / 13/01/2017 / 01/06/2017 / Resign
17 / Dang Thai Ha / Chief Accountant / 11/07/2010

IV. 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 / Note
I / Member of Board of Directors and their connected persons
1 / Van Tuan Anh / 9,000 / 0.05%
1.1 / Van Chung Tranh
1.2 / Bui Thi Thu
1.3 / Van Viet Anh
1.4 / Van Lan Anh
1.5 / Vo Thi Thanh Huong
1.6 / Van Hoang Minh
1.7 / Van Vô Hoang Nam
2 / Nguyen Quyet Thang / 750,900 / 3.98%
2.1 / Vuong Thi Trach
2.2 / Nguyen Bui Quynh Anh
2.3 / Nguyen Bui Van Anh
2.4 / Nguyen Viet Dung / 6,000 / 0.03%
2.5 / Nguyen Quoc Trung
2.6 / Nguyen Thanh Cong
3 / Cheung yipsang
3.1 / Zhang Hongtai
3.2 / Ye Zuighen
3.3 / Zhang Yehong
3.4 / Zhang Yerong
3.5 / Lin Xiaoxia
3.6 / Zhang Zhexi
3.7 / Zhang Zhehao
4 / Gao Zhixin
4.1 / Ding liping
4.2 / Gaoying
4.3 / Gao hongdi
4.4 / Gao hanning
5 / Nguyen Chi Dung / 750.900 / 3.98%
5.1 / Nguyen Dinh Giap
5.2 / Nguyen Thi Truong
5.3 / Nguyen Doan Nghiep Hang
5.4 / Nguyen Viet Khanh
5.5 / Nguyen Thi Minh Ha
5.6 / Nguyen Thi Ngoc Khanh
5.7 / Nguyen Minh Hien
5.8 / Nguyen Lan Huong
II / Member of Board of Supervisors and their connected persons
1 / Nguyen Cong Luan
1.1 / Nguyen Van Cuong
1.2 / Nguyen Thi Thu Thuy
1.3 / Nguyen Cong Danh
1.4 / Huynh Thuy Hanh
1.5 / Nguyen Cong Lap
2 / Nguyen Thi Thu Huong
2.1 / Nguyen Khoa Bach
2.2 / Nguyen Nga
2.3 / Tran Thi Xuan
2.4 / Nguyen Thi Thu Huyen
2.5 / Nguyen Quoc Trieu
2.6 / Nguyen Ngoc Linh
3 / Yang xing Qiong
3.1 / Zhang zhu Ying
3.2 / Li guang Hong
III / Member of Board of Managers and connected persons
1 / Lu zhiming
1.1 / Lu lanfu
1.2 / Wu jilan
1.3 / Lu Ri
1.4 / Lu zhilan
1.5 / Lu zhilang
2 / Bui Xuan Nang
2.1 / Bui Huu Dien
2.2 / Nghiem Thi Truc
2.3 / Bui Thi Thu Thuy
2.4 / Bui Xuan Chung
2.5 / Nguyen Thi Chi Mai / 6,000 / 0.03%
2.6 / Bui Xuan Quoc
2.7 / Bui Hong Ngoc
3 / Chen Zhibin
3.1 / Chen zhongquan
3.2 / Hu jianfen
3.3 / Ping tongkun
3.4 / Chenjiaying
3.5 / Chenjiarun
IV / Chief Accountant and their connected persons
1 / Dang Thai Ha
1.1 / Dang Van Tuan
1.2 / Nguyen Thi Dao
1.3 / Dang Cam Tu
1.4 / Nguyen Anh De
1.5 / Nguyen Dang Hung Son
1.6 / Nguyen Dang Hung Lam
V / Representative of capital and their connected person
1 / Nguyen Thi Hue
1.1 / Nguyen Van Thiet
1.2 / Nguyen Nhat Khanh
1.3 / Nguyen Tue Anh
1.4 / Nguyen Xuan Quyet
1.5 / Pham Thi Hang
1.6 / Nguyen The Nghiep
1.7 / Nguyen Van Hien

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 / Petrovietnam Gas Corporation – Joint Stock Company / Member of Board of Directors / 6,700,000 / 35.51% / 3,350,000 / 17.753% / Sell shares

3. Other transactions: None

V. Other contents: