VTG: Corporate Governance report (Year 2017)
CORPORATE GOVERNANCE
(Year 2017)
Company:Ba Ria – Vung Tau Tourist Joint Stock Corporation
Address:207 Vo Thi Sau Street, Thang Tam Ward, Vung Tau City, Ba Ria – Vung Tau Province
Tel.:064 385 6445 – 385 6446
Fax:064 385 6444
Email:
Charter capital: VND 186,445,000,000
Stock code: VTG
I. BOD Activities (Year 2017)
Meetings:
No. / Members of BOD / Title / Date becoming/ no longer member of BOD / Attendance / Rate / Reasons for not attending1 / Mr. Nguyen Hong An / Member
Chairman / 18 May 2012
17 Jun 2017 / 03 / 100%
2 / Mr. Tran Tuan Viet / Chairman / 18 May 2012
17 Jun 2017 / 01 / 100%
3 / Ms. Le Thi Thanh Huong / Member / 12 Jun 2015 / 00 / 00% / Business trip (with attendance authorization)
4 / Ms. Duong Thi Hue / Member / 12 Jun 2015 / 00 / 00% / Business trip (with attendance authorization)
5 / Mr. Nguyen Quoc Luong / Member / 18 May 2012
19 Jun 2017 / 01 / 33%
6 / Mr. Nguyen Phuoc Bao Anh / Member / 19 Jun 2017 / 02 / 66%
7 / Mr. Nguyen Niem / Member / 18 May 2012 / 03 / 100%
8 / Mr. Nguyen Tan Dat / Member / 18 May 2012 / 03 / 100%
9 / Mr. Do Dai Minh / Member / 18 May 2012
17 Jun 2017 / 00 / 00% / Business trip (with attendance authorization)
10 / Mr. Le Van Chien / Member / 20 Oct 2017 / 02 / 66%
11 / Mr. Tong Thanh Nguyen / Member / 20 Oct 2017 / 02 / 66%
II. Board Resolutions (Year 2017)
No. / Board Resolution No. / Date / Content1 / 01-2017/NQ-HDQT/CPDL-BRVT / 23 Mar 2017 / 1. Approve Mr. Nguyen Hong An as Chairman of BOD cum General Director since April 1st, 2017
2. This resolution is appoved by members of Board of Directors at the Board Meeting at office of Ba Ria – Vung Tau Tourist Joint Stock Corporation on March 23rd, 2017
2 / 02-2017/NQ-HDQT/CPDL-BRVT / 31 Mar 2017 / 1. Approve appoint AFC Vietnam Auditing Co., Ltd to audit the financial statement in the 1st quarter of 2017 of Ba Ria – Vung Tau Tourist Joint Stock Corporation
2. This resolution is appoved by members of Board of Directors in the form of consulting via letter
3 / 04-2017/NQ-HDQT / 17 Jun 2017 / 1. Approve Mr. Tran Tuan Viet’s resignation letter dated Apri 10th, 2017 and Mr. Do Dai Minh’s resignation letter dated June 14th, 2017. Therefore, a number of members of BOD have been 6 persons from June 17th, 2016
2. Approve the report on operation results of 2015- 2016 and the plan for 2017- 2022
Supplement the report on the operation of 2016, evaluation report of the management at each unit, and the investment report; and supplement the report on the authority of Directors of units directly under the Company
3. Board of Directors approved the keeping the business model of Nghinh Phong Tourist Joint Stock Company as a Joint Stock Company
Appointing Director of Bien Dong Tourist Area cum Director of Nghinh Phong Tourist Joint Stock Company; the accounting work is the same as before; submit the management plan for Nghinh Phong Tourist Joint Stock Company to Board of Directors for approval in Jul 2017
Board of Directors approved the extension of loans of Nghinh Phong Tourist Joint Stock Company until late 2017 under Vietcombank’s term deposit interest rate: extension conditions: fixing the time Nghinh Phong Tourist Joint Stock Company submits its reports on regular cash flows, management of cash flows and makes a plan for loan payment
4. Authorize the Company to summarize opinions and modify draft of the Company’s Charter in order to submit Board of Directors at next board meeting and before Annual General Meeting of Shareholders
5. Discuss the contents of establishing the Management Department of Debt and external investment
6. Approve the expected number of members nominated to be in Board of Directors and Supervisory Board as follows:
- Nominations for Board of Directors: (5 members)
- Mr. Nguyen Hong An
- Mr. Le Van Chien
- Mr. Tong Thanh Nguyen
- Mr. Le Chi Toan
- Ms. Nguyen Thi Bao Ngoc
- Ms. Nguyen Thi Ly
- Ms. Vu Thi Quynh Trang
- Ms. Nguyen Thi Thanh
8. Approve the change in Chief Accountant position of the Company. Authorize Chairman of Board of Directors to dismiss Mr. Nguyen Tat Dat from Chief Accountant and appoint Ms. Nguyen Thu Bao Ngoc as Chief Accountant
9. Approve the title “Chairman of Board of Directors cum General Director” in accordance with the decision of Ba Ria Vung Tau People’s committee who is the state holder of the Company
10. This resolution is appoved by members of Board of Directors at the Board Meeting at office of Ba Ria – Vung Tau Tourist Joint Stock Corporation on June 17th, 2017
4 / 05-2017/NQ-HDQT / 17 Jun 2017 / 1. Approve Mr. Tran Tuan Viet’s resignation letter dated Apri 10th, 2017 and Mr. Do Dai Minh’s resignation letter dated June 14th, 2017. Therefore, a number of members of BOD have been 6 persons from June 17th, 2016
2. Approve the report on operation results of 2015- 2016 and the plan for 2017- 2022
Authorize Management Board to supplement the report on the operation of 2016, evaluation report of the management at each unit, and the investment report; and supplement the report on the authority of Directors of units directly under the Company
Authorize General Director to perform and submit Board of Directors on June, 2017
Assign the Management Board to draft the policies, internal financial management rules and build the regulations on salary, personnel in its competence to submit the Board of Directors before 15 Aug 2017
3. Board of Directors approved the keeping the business model of Nghinh Phong Tourist Joint Stock Company as a Joint Stock Company
Appointing Director of Bien Dong Tourist Area cum Director of Nghinh Phong Tourist Joint Stock Company; the accounting work is the same as before; submit the management plan for Nghinh Phong Tourist Joint Stock Company to Board of Directors for approval in Jul 2017
Board of Directors approved the extension of loans of Nghinh Phong Tourist Joint Stock Company until late 2017 under Vietcombank’s term deposit interest rate: extension conditions: fixing the time Nghinh Phong Tourist Joint Stock Company submits its reports on regular cash flows, management of cash flows and makes a plan for loan payment
4. Authorize the Company to summarize opinions and modify draft of the Company’s Charter in order to submit Board of Directors at next board meeting and before Annual General Meeting of Shareholders
5. Board of Directors authorized the Management Board to draft establishment of a board for handling debts and investments outside the Company; in which, regulates functions, duties, a number of members, operation duration, regular report on this Board’s activities in order to submit Board of Director to issue Establishment Decision on June, 2017.
Board of Directors authorized Chairman of Board of Directors to appoint a head of the board from members of Board of Directors
6. Board of Directors approved the election through form of votes
Approve the expected number of members nominated to be in Board of Directors and Supervisory Board as follows:
- Nominations for Board of Directors: (5 members)
- Mr. Nguyen Hong An
- Mr. Le Van Chien
- Mr. Tong Thanh Nguyen
- Mr. Le Chi Toan
- Ms. Nguyen Thi Bao Ngoc
- Ms. Nguyen Thi Ly
- Ms. Vu Thi Quynh Trang
- Ms. Nguyen Thi Thanh
Board of Directors expects to change the time of holding annual General Meeting of Shareholders 2017 to Jul 2017
Board of Directors assigned General Director to advance 2016 remuneration for Board of Directors and Supervisory Board
8. Board of Directors approved the change in Chief Accountant. Board of Directors authorized Chairman of Board of Directors to dismiss Mr. Nguyen Tan Dat from the position of Chief Accountant and appoint Ms. Nguyen Thi Bao Ngoc to replace as soon as possible
9. Approve the title “Chairman of Board of Directors cum General Director” in accordance with the decision of Ba Ria Vung Tau People’s committee who is the state holder of the Company
10. This Resolution is supplemented for Resolution No. 04/2017/NQ-HDQT signed by Chairman of Board of Directors of Ba Ria – Vung Tau Tourist Joint Stock Corporation on June 17th, 2017
11. This resolution is appoved by members of Board of Directors at the Board Meeting at office of Ba Ria – Vung Tau Tourist Joint Stock Corporation on June 17th, 2017
5 / 01/QD-HDQT/CPDL-BRVT / 29 Mar 2017 / Dismiss Mr. Tran Tuan Viet from Chairman of Board of Directors of Ba Ria – Vung Tau Tourist Joint Stock Corporation from Apr 1st, 2017
6 / 02/QD-HDQT/CPDL-BRVT / 29 Mar 2017 / Dismiss Mr. Tran Tuan Viet from General Director of Ba Ria – Vung Tau Tourist Joint Stock Corporation from Apr 1st, 2017
7 / 03/QD-HDQT/CPDL-BRVT / 29 Mar 2017 / Appoint Mr. Nguyen Hong An as Chairman of Board of Directors of Ba Ria – Vung Tau Tourist Joint Stock Corporation from Apr 1st, 2017
8 / 04/QD-HDQT/CPDL-BRVT / 29 Mar 2017 / Appoint Mr. Nguyen Hong An as General Director of Ba Ria – Vung Tau Tourist Joint Stock Corporation from Apr 1st, 2017
9 / 05/QD-HDQT/CPDL-BRVT / 22 Jun 2017 / Dismiss Mr. Nguyen Tan Dat from Chief of Accountant of Ba Ria – Vung Tau Tourist Joint Stock Corporation from June 30th, 2017
10 / 06/QD-HDQT/CPDL-BRVT / 22 Jun 2017 / Appoint Ms. Nguyen Thi Bao Ngoc as Chief Accountant of Ba Ria – Vung Tau Tourist Joint Stock Corporation from July 1st, 2017 as the term of Board of Directors (5 years: from 2017 to 2022)
11 / 06-2017/NQ-HDQT/CPDL-BRVT / 12 Sep 2017 / Article 1: Approve plan of organizing GMS 2017 on 20/10/2017
Article 2: Approve convening meeting of BOD on 29/09/2017 to approve plan and documents for GMS 2017
Article 3: This Board resolution is approved by members of BOD
12 / 07-2017/NQ-HDQT/CPDL-BRVT / 04 Oct 2017 / 1. Approve plan of organizing GMS on 20/10/2017 at Vung Tau Sammy Hotel
2. Request adjusting Operation report in 2015-2016 and plan in 2017 due to opinions of members of BOD
3. Request adjusting report of BOD according to opinions of members of BOD
4. Approve audited FS 2015-2016
5. Approve working regulations in GMS 2017
6, Approve regulation of election, nomination for BOD and Supervisory Board in 2017-2022
7. Approve statement on profit distribution and dividend payment in 2015-2016
8. Request Supervisory Board to add 01 or 02 more auditing units and submit GMS 2017 to assign BOD to select the Auditor for FS 2017
9. Approve statement on nominates of BOD and Supervisory Board: shareholders of An Khang Construction and Trading Co., ltd nominate Ms. Vu Ngoc Linh to replace Ms. Vu Thi Quynh Trang in Supervisory Board.
10. Request adjusting draft of Charter of the Company
11. Agree Circular no. 6673/UBND-SNV dated 24/07/2017 of People’s Committe of BR-VT
12. Approve statement on remuneration of BOD, Supervisory Board and Secretary in 2015-2016
13 / 08-2017/NQ-HDQT/CPDL-BRVT / 20 Oct 2017 / Article 1: Approve Mr. Nguyen Hong An to be Chairman of BOD in period 2017-2022
Article 2: This Board resolution takes effect from signing date
14 / 09-2017/NQ-HDQT/CPDL-BRVT / 15 Dec 2017 / Article 1: Approve AFC Vietnam Auditing Co., ltd to be the Auditor for FS 2017
Article 2: This Board resolution is approved by all members of BOD
15 / 10-2017/NQ-HDQT/CPDL-BRVT / 29 Dec 2017 / Article 1: Approve contribution of VND 1,694,303,325 to Bien Dong Hotel Investment JSC
Article 2: Assign General Director to direct related departments to do procedures.
Article 3: This Board resolution is approved by all members of BOD
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
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 / Note1 / State capital
Representative:
Nguyen Hong An / Chairman of BOD cum General Director / 10,978,400
2,800 / 58.88%
2 / An Khang Commercial Construction and Service Co., Ltd.
Representative:
Le Thi Thanh Huong / Member of BOD / 3,060,138 / 16.41%
3 / Ngoc Lam Commercial –Tourist Co., Ltd.
Representative:
Duong Thi Hue / Member of BOD / 2,237,34 / 12%
4 / Nguyen Tan Dat / Member of BOD cum Chief Accountant / 2,200
5 / Cho Lon Tourist Joint Stock Company
Representative
Nguyen Quoc Luong / Member of BOD / 436,610 / 2.34%
6 / Do Dai Minh / Member of BOD / 0 / 0%
7 / Nguyen Niem / Member of BOD cum Deputy General Director / 2,800
8 / Nguyen Thi Ly / Chief of Supervisory Board / 200
9 / Nguyen Thi Thanh / Member of Supervisory Board / 130
10 / Vu Thi Quynh Trang / Member of Supervisory Board / 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
3. Other transactions
V. Other issues: None