Friday, 06/09/2013 11:22

APP: Annual Corporate Governance Report 2012


 

CORPORATE GOVERNANCE

 (Year 2012)

 

           

I. BOD Activities

Meetings:

No.

Members of BOD

Title

Attendance

Rate (%)

Reasons for not attending

1

Mr. Lai Cao Hien

Former Chairman

4/4

100%

 

2

Ms. Nguyen Ngoc Hien

Former Member

4/4

100%

 

3

Mr. Pham Van Chuong

Chairman

8/8

100%

 

4

Ms. Nguyen Thi Truong

Member

12/12

100%

 

5

Mr. Hoang Trung Dung

Member

11/12

88,8%

 

6

Mr. Pham Quy Hong

Member

12/12

100%

 

7

Mr. Vu Quang Hai

Member

12/12

100%

 

 

II. Board Resolutions

No.

 Board Resolution No.

Date

Content

1

39/BB-HDQT

 

 

01/03/2012

 

 

 

- Agree to appoint Mr. Pham Quy Hong – HCM Branch Director cum Head of Marketing Department as Vice General Director in 01/2012

2

01/QD-HDQT

1/03/2012

 

- Appoint Mr. Pham Quy Hong as Vice General Director

3

02/BB-HDQT

3/14/2012

- Agree to postpone a response to the document on 1/13/2012 of MTS company

- Maintain a good relationship with the MTS

4

03/BB-HDQT

4/05/2012

- Agree to hold the General Meeting of Shareholders at Guest House of the Ministry of National Defense, 33A Pham Ngu Lao, Hoan Kiem, Hanoi

- Approve the documents prepared for the General Meeting of Shareholders 2012

- Approve the audited Financial Statement 2011

- Approve the profit-sharing plan 2011

- Approve the annual report 2012 of the Supervisory Board

- Approve the plan on construction investment and renovation 2012

- Maintain a long-term business cooperation with MTS

5

04/BB-HDQT

4/24/2012

- Review the proposals of shareholder Hoang Trung Dung 

6

06/BB-HDQT

4/26/2012

- Appoint Mr. Pham Van Chuong – BOD Member as BOD Chairman

- Appoint Ms. Nguyen Thi Truong – BOD Member as BOD Vice Chairman

- Appoint Mr. Vu Quang Hai – BOD Member as General Director

7

08/QD-HDQT

4/27/2012

- Appoint Mr. Vu Quang Hai – BOD Member as General Director

8

10/ BB-HDQT

5/16/2012

- Assign the Executive Board to prepare the draft regulations on finance, sales, appointment, BOD

- Check the vote counting record to answer the query from Mr. Hoang Trung Dung

- Appoint Mr. Nguyen Duy Kien – Head of Department of General Affairs as Secretary of the Company

- Prepare necessary documents for closing the list of shareholders on 0/31/2012

- Agree to pay dividends and receive bonus shares on 7/10/2012

9

11/QD-HDQT

5/16/2012

- Appoint Mr. Nguyen Duy Kien – Head of Department of General Affairs as Secretary of the Company

10

12/QD-HDQT

5/28/2012

- Check the vote counting record of the annual General Meeting of Shareholders 2012

11

14/BB-HDQT

6/20/2012

- Request Hanoi Stock Exchange, Vietnam Securities Depository to correct the information on dividend payment 2011

- Select Vietnam Auditing and Accounting Consultancy Company (AVA) to check the financial statements of first 6 months of 2012 and financial statements 2012

- Coordinate with Military Petroleum Corporation to build source warehouse

- With regard to query of the voting result of Mr. Hoang Trung Dung at the General Meeting of Shareholders, Head of the Supervisory Board announced the checking result

- Plan for moving the lubricant plant from Hai Phong to Ha Noi

12

15/QD-HDQT

6/22/2012

- Collateral for bank loans

13

17/BB-HDQT

7/03/2012

- Assign the General Director – Legal representative to announce the change in the dividend payment second time 2011 in cash – 20% to Hanoi Stock Exchange, Vietnam Securities Depository

- Dividend advance first time 2012 in cash, 5%/share

14

19/ QD-HDQT

7/04/2012

- Access and copy the minutes of the General Meeting of Shareholders 2012

15

22/BB-HDQT

7/06/2012

- Pay dividends 25% (including second time dividends 2011 and advanced dividends first time 2012) in time as announced

16

23/QD-HDQT

7/06/2012

- Dividend payment second time 2011, issue bonus shares and dividend advance first time 2012

17

25A/NQ-HDQT

8/01/2012

- Urgently seek the investment location or rent office, warehouse in the southern region

- Assign the Secretary to amend, supplement the draft regulations on BOD, appointment, agreement between BOD and General Director in the term of 2012-2017

- Agree to the statement No. 167/TTr-APP dated 7/24/2012 on the Company’s organizational structure

- Assign Mr. Hoang Trung Dung to make regulations on salary

18

 34/BB-HDQT

11/05/2012

- Agree to the statement No. 187/PGDM dated 10/23/2012 on adjusting the operating plan 2012

- Assign  Ms. Nguyen Thi Truong to negotiate with MTS company and report the negotiation result to BOD before 11/10/2012

- Agree to postpone considering the statements of appointment and re-appointment of managerial officers

- Agree to increase the basic salary of Ms. Le Thi Mai Huong – Chief Accountant

- Agree to the statement on bonus 2011

- Approve the financial regulations

- Complete the salary regulations

- Work out the effects of relocation of Hai Phong lubricants plant

19

41/BB-HDQT

12/27/2012

- Assign the General Director to handle the business contract with MTS company

- Accept the resignation of Mr. Luong Van Tri as Director from 1/1/2013

- Appoint Mr. Pham Quy Hong as Vice General Director of Sales

- Agree to the resignation of Mr. Pham Quy Hong as Director of HCM Branch

- Agree to appoint Ms. Pham Thi Thuy Ha as Vice General Director of Technique from 1/1/2013

- Agree to appoint Ms. Le Thi Mai Huong as Chief Accountant

- Agree to the statement No. 186/TTr-APP as follows:

- Re-appoint Mr. Nguyen Duy Kien as Head of Department of General Affairs

- Re-appoint Mr. Dao Viet Trung as Head of Department of Plan and Materials

- Re-appoint Mr. Nguyen Canh Tuyen as Director

- Re-appoint Ms. Ha Thi Minh Huyen as Head of Vilas Department

- Appoint Mr. Nguyen Huu Dat as Director of Hai Phong Lubricants Plant

- Appoint Mr. Dang Trung Cuong as Acting Director of HCM Branch

* Authorize the General Director to carry out the appointment, re-appointment for the above cases from 1/1/2013

* Assign the Secretary to handle the resignation of Mr. Hoang Trung Dung from 1/1/2013

- Early issue financial regulations

 

III. Change in related persons/ institutions: Appendix 1

IV. Transactions of PDMRs and related persons/ institutions: None

V. Other notes: None

HNX

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