VTV: Corporate Governance report (2017)

CORPORATE GOVERNANCE REPORT

(Year 2017)

Company:VICEM Cement Materials and Transportation JSC

Address:No.21B Cat Linh, Dong Da district, Hanoi city

Tel.:043 845 7428Fax: 043 845 7186

Email:

Charter capital: VND 311,998,250,000

Stock code: VTV

I. Activities of General Meeting of Shareholders

No. / General Mandate No. / Date / Content
1 / General Mandate No. 311/ NQ - DHDCDBT / 08 Mar 2017 / - Approve change in business line of VICEM Cement Materials and Transportation JSC
2 / General Mandate No. 565/ NQ - DHDCD / 20 Apr 2017 / - Approve report on management in 2016 of Board of Directors and plan for 2017
- Approve 2016 operation report of Supervisory Board and plan for 2017
- Approve operation results of 2016 and operation plan for 2017
- Approve audited financial statement 2016 and financial plan for 2017
- Approve plan for profit distribution for 2016
- Approve bond fund for managers in 2016
- Approve remuneration payment for 2016 and 2017 remuneration plan for Board of Directors, Supervisory Board for 2017
- Approve selecting An Viet Auditing Co., Ltd to audit financial statement 2017
- Approve election results of members of Board of Directors for term of 2016 – 2021

I. BOD Activities (2017)

Meetings:

No. / Members of Board of Directors / Title / Attendance / Rate / Reasons for not attending
1 / Mr. Cai Hong Thu / Chair of Board of Directors / 24/24 / 100
2 / Mr. Huynh Trung Hieu / Member of Board of Directors / 24/24 / 100
3 / Mr. Nguyen Xuan Tung / Member of Board of Directors / 7/24 / 100 / Dismissed
4 / Mr. Le Sy Thang / Member of Board of Directors / 24/24 / 100
5 / Mr. Phung Thanh Hong / Member of Board of Directors / 17/24 / 100 / Newly elected
5 / Mr. Trinh Quang Hai / Member of Board of Directors / 24/24 / 100

II. Board Resolutions (2017)

No. / Board Resolution No. / Date / Content
1 / 08/ NQ - HDQT / 6 Jan 2017 / - Appoint the representative for Corporation
2 / 42/ NQ - HDQT / 12 Jan 2017 / - Hold Annual/ Extraordinary General Meeting of Shareholders 2017
3 / Board of Directors’s Meeting Minutes / 18 Jan 2017 / - Review results of the negotiation on selling Coatce Star Ship, and approve the decision on selling Coatce Star Ship
4 / Board of Directors’ Meeting Minutes / 17 Feb 2017 / - Approve the loan form Military Commercial Joint Stock Bank for supplementing the working capital
5 / Board of Directors’ Meeting Minutes / 17 Mar 2017 / - Approve the loan from Lien Viet Post Joint Stock Commercial Bank for supplementing the working capital
6 / 374/QD - VTVT / 24 Mar 2017 / - Approve the plan for isuing bonds
7 / 415/ NQ - HDQT / 24 Mar 2017 / - Appoint Deputy General Manager
8 / 456/ QD - VTVT / 30 mar 2017 / - Appoint Mr. Trinh Cong Giang as Deputy General Manager
9 / 459/ NQ - HDQT / 5 Apr 2017 / - Approve the estimated expenses for steering committee of DANC
10 / 486/ QD - VTVT / 24 Apr 2017 / - Regarding the sale of Comatee Sun Ship
11 / 571/ NQ - HDQT / 26 Apr 2017 / - Regarding the establishment of an representative in Southern Area
12 / 590/ QD - VTVT / 26 Apr 2017 / - Allocate tasks to members of Board of Directors
13 / 591/ QD - VTVT / 26 Apr 2017 / - Regarding the remuneration for Board of Directors, Supervisory Board
14 / Board of Directors’ Meeting Minutes / - Approve the plan for the loan and mortgage at Vietcombank- Chuong Duong Branch
15 / 699/ QD - VTVT / 19 May 2017 / - Regarding the loan of Vietcombank- Hoan Kiem Branch
16 / 700/ QD - VTVT / 19 May 2017 / - Regarding the loan of Maritimes Bank- Hoan Kiem Branch
17 / Board Resolution / 7 Jun 2017 / - Approve the plan for implementation of some tasks belonged to Comatee tower project
18 / 817/ NQ - HDQT / 15 Jun 2017 / - Dividend payment of 2016 and advance dividend of 2017
19 / Board Resolution / 21 Jun 2017 / - Approve the plan for the business of office grounds and adjust the progress of COMATCE TOWER plan
20 / 910/ QD - VTVT / 03 Jul 2017 / - Aprpove deduction of cost for items Comatce Sun to ship price before handing over to the buyer
21 / Board resolution / 03 Jul 2017 / - Regular meeting Q.III/ 2017 (Mr. Hai)
22 / 934/ NQ - HDQT / 04 Jul 2017 / - Holding meeting for customers buying coal of Vicem Comatce and market expansion in 2017
23 / 1093/ NQ - HDQT / 01 Aug 2017 / - Aprpove credit limit at Vietinbank – Chuong Duong Branch
24 / Board resolution / 03 Aug 2017 / - Approve plan on some work arisen from Comatce Tower project
25 / Board resolution / 03 Aug 2017 / - Approve work related to selling products of Comatce Tower project
26 / 1392/ NQ - HDQT / 28 Sep 2017 / - Regular Meeting Q.IV/ 2017
27 / 1522/ QD - VTVT / 26 Oct 2017 / - Disclosing exprired documents
28 / 1521/ QD - VTVT / 26 Oct 2017 / - Amending and suppementing some articles of information disclosure regulation
29 / Board resolution / 03 Oct 2017 / - Approve plan on implementing work arisen from Comatce Tower project
30 / Meeting minutes of Board of Directors / 16 Nov 2017 / - Approve credit limit at BIDV – Quang Trung Branch
31 / 1840/ QD - VTVT / 20 Dec 2017 / - Approve operation plan and investment for 2018
32 / 1863/ QD - VTVT / 25 Dec 2017 / - Issue regulation on emulation and reward
33 / 1901/ QD - VTVT / 28 Dec 2017 / - Issue regulation on document, archives

III. Board of Supervisors

1. Information on Board of Supervisors

No. / Member of Board of Supervisors / Title / Date of becoming/ no longer being member of Board of Supervisors / Attendance / Rate (%) / Reason for not attending
1 / Ta Huu Hien / Chief of Supervisory Board / 12 Apr 2016 / 3 / 100
2 / Nguyen Thi Thu Ha / Member of Supervisory Board / 12 Apr 2016 / 3 / 100
3 / Member of Supervisory Board / 12 Apr 2016 / 3 / 100

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
Vietnam Cement Industry Corporation / Holding company / 24 Apr 2006
1 / Cai Hong Thu / Chairman of Board of Directors / 03 Apr 2014
2 / Huynh Trung Hieu / Member of Board of Directors, Director / 18 Apr 2011
01 Nov 2015
3 / Ngueyn Xuan Tung / Members of Board of Directors, Deputy Manager / 20 Apr 2017
01 Jun 2017 / Retirement
4 / Le Sy Thang / Member of Board of Directors / 12 Apr 2016
5 / Phung Thanh Hong / Member of Board of Directors, Chief Accountant, information disclosure officer / 20 Apr 2017
01 Apr 2016
16 Nov 2015 / Appointed
6 / Trinh Quang Hai / Member of Board of Directors / 18 Apr 2017
7 / Trinh Cong Giang / Deputy Director / 30 Mar 2017 / Appointed
8 / Nguyen Thi Thu Ha / Member of Supervisory Board / 12 Apr 2016
9 / Trinh Bich Lien / Member of Supervisory Board / 12 Apr 2016

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 / Note
Cai Hong Thu / Chair of Board of Directors / 0 / 0
Cai Dao Xuan / Connected person / 0 / 0
Ho Thi Tiet / Connected person / 0 / 0
Nguyen Thi Hong Phuoc / Connected person / 0 / 0
Cai Hoang Buu / Connected person / 0 / 0
Cai Nguyen Thao Nguyen / Connected person / 0 / 0
Cai Minh Giac / Connected person / 0 / 0
Cai Minh Dao / Connected person / 0 / 0
Cai Ho Thuy / Connected person / 0 / 0
Cai Minh Quang / Connected person / 0 / 0
2 / Huynh Trung Hieu / Member of Board of Directors cum General Manager / 161,600 / 0.52%
Huynh Khac Hai / Connected person / 0 / 0
Le Thi Minh Hue / Connected person / 0 / 0
Luu Thi Thanh Thuy / Connected person / 0 / 0
Huynh Trung Duc / Connected person / 0 / 0
Huynh Anh Minh / Connected person / 0 / 0
Huynh Trung Ha / Connected person / 0 / 0
Huynh Thi Huong Giang / Connected person / 0 / 0
3 / Nguyen Xuan Tung / Member of Board of Directors cum Deputy Manager / 18,436 / 0.06% / From 20 Apr
Ho Thi Binh / Connected person / 0 / 0
Quach Thi Ha Luong / Connected person / 6,000 / 0.006%
Nguyen Tung Lam / Connected person / 0 / 0
Nguyen Thi Ngoc Ha / Connected person / 0 / 0
Nguyen Thi Hanh / Connected person / 0 / 0
Nguyen Xuan Dan / Connected person / 0 / 0
Nguyen Thi Xuan Mai / Connected person / 0 / 0
4 / Le Sy Thang / Member of Board of Directors / 0 / 0
Le Thi Huong / Connected person / 0 / 0
Pham Thi Bay / Connected person / 33 / 0
Le Viet Anh / Connected person / 0 / 0
Le Ha Anh / Connected person / 0 / 0
Le Sy Tho / Connected person / 0 / 0
Le Sy Sen / Connected person / 0 / 0
Le Sy Nu / Connected person / 0 / 0
5 / Trinh Quang Hai / Member of Board of Directors / 0 / 0
Trinh Huu Toan / Connected person
Do Thi Lan / Connected person / 254,000 / 0.795
Trinh Tuan Sang / Connected person / 0 / 0
Trinh Ngoc Thach / Connected person / 0 / 0
Trinh Thi Hoan / Connected person / 0 / 0
Trinh Quang Hung / Connected person / 0 / 0
Trinh Thi Huong / Connected person / 0 / 0
Long Son Limited Company / Mr. Hai is Director of Long Son Limited Company / 643,197 / 2.06
6 / Phung Thanh Hong / Chief accountant, Information disclosure officer / 0 / 0
Nguyen Thi Lan Anh / Connected person / 0 / 0
Le Thi Thanh Mai / Connected person / 0 / 0
Phung Hong Minh / Connected person / 0 / 0
Phung Le Minh / Connected person / 0 / 0
7 / Trinh Cong Giang / Deputy General Manager / 2,000 / 0.06 / From 30 Mar
Trinh Cong Vang / Connected person / 0 / 0
Trinh Thi An / Connected person / 0 / 0
Le Thi Hang / Connected person / 0 / 0
Trinh Le Hoai Thuong / Connected person / 0 / 0
Trinh Cong Khoi Nguyen / Connected person / 0 / 0
Trinh Cong Loan / Connected person / 30,000 / 0.092
Trinh Cong Phuong / Connected person / 0 / 0
Trinh Cong Hung / Connected person / 0 / 0
Trinh Cong Hai / Connected person / 0 / 0
Trinh Thi Ha / Connected person / 0 / 0
8 / Ta Huu Hien / Chief of Supervisory Board / 0 / 0
Nguyen Thi Thuy / Connected person / 0 / 0
Dang Thi Tra Giang / Connected person / 0 / 0
Ta Huu Duc / Connected person / 0 / 0
9 / Nguyen Thi Thu Ha / Member of Supervisory Board / 0 / 0
Nguyen Van Thuan / Connected person / 0 / 0
Tran Thi Nhung / Connected person / 0 / 0
Nguyen Van Tan / Connected person / 0 / 0
Nguyen Ha My / Connected person / 0 / 0
Nguyen Diem Quynh / Connected person / 0 / 0
Nguyen Minh Duc / Connected person / 0 / 0
10 / Trinh Bich Lien / Member of Supervisory Board / 0 / 0
Bui Thi Giap / Connected person / 0 / 0
Trinh Quoc Hung / Connected person / 0 / 0
Trinh Giap Than / Connected person / 0 / 0
Trinh Hung Tam / Connected person / 0 / 0
Trinh Ngoc Dung / Connected person / 0 / 0
Trinh Hieu Hanh / Connected person / 0 / 0
Trinh Tuyet Mai / Connected person / 0 / 0
Trinh Quoc Cuong / Connected person / 0 / 0
Nguyen Thi Hue / 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 / Le Sy Tho / Connected person / 5,466 / 0.017 / 0 / 0 / Sell
2 / Quach Ha Luong / Connected person / 2,000 / 0.006 / 6,000 / 0.019 / Purchase

3. Other transactions

V. Other Issues: None