lix detergent socialist republic of vietnam joint …...bod bic giang 11/04/2016 27/04/2018 resigned...
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A P P E N D I X 05 CORPORATE GOVERNANCE REPORT
(Issued under Circular No. 155/2015/TT-BTC dated October 6th 2015 of the Ministry of Finance On guidelines for information disclosure on securities
market)
L I X D E T E R G E N T J O I N T S T O C K
C O M P A N Y
S O C I A L I S T R E P U B L I C O F V I E T N A M
Independence - Freedom - Happiness
No.:01/2019/CV-HDQT Hochiminh City, January 2019
CORPORATE GOVERNANCE REPORT OF T H E L I S T E D C O M P A N Y
In 2018
Kind attention: - State Securities Commission o f Vietnam - Stock Exchange
- Listed company: L I X DETERGENT JOINT STOCK COMPANY
- Head Office: No. 3, Road No. 2, Quarter 4, Linh Trung Ward, Thu Due District, Hochiminh City, Vietnam.
- Tel.- 028.38963658 Fax: 028.38967522 E-mail: [email protected]
- Charter capital: 324,000,000,000 V N D
- Stock code: L I X
I . Activities of the General Meeting of Shareholders:
Information on meetings and resolutions / decisions of the General Meeting of Shareholders (including resolutions of the General Meeting o f Shareholders
c
No. Reso 1 ut ion/Dec i s ion number Date Contents
1 01/2018/NQ-DHDCD 27/04/2018
1/ Approving the audited Financial Statements ^017.
21 Approving the profit distribution plan and dividend payment 2017.
3/ Approving business plan and dividend payment 2018:
• Total revenue: VND 2,222 billion
• Profit before tax: VND 201 billion
• Dividend: 30%
4/ Approving the authorization for the BOD to base on the situation of production and business activities in the year to , determine the time and the rate of advance for the dividend of2018.
5/ Approving the authorization for the Board of Directors to select one of the two independent auditing units for the Company in 2018.
• A&C Auditing and Consulting Company Limited (A&C)
• AASC Auditing Firm (AASC)
6/ Approving the remuneration for the Board of Directors and Supervisory Board in 2018:
• Remuneration for the Board of Directors: VND 228 million/year
• Remuneration for the Supervisory Board: VND 66 million/year
7/ Approving the internal regulations on corporate governance of LIX Detergent Joint Stock Company.
8/ Approving the amendments and supplements to the current Company Charter and the full text of the amended and supplemented Charter of the Company.
9/ Approving the replacement of members of the Board of Directors of LIX Detergent Joint Stock Company
Mr. Nguyen Xuan Bac, Chairman of the Board of Directors, resigned as Chairman of the Board of Directors and members of the BOD of LIX Detergent Joint Stock Company from April 27, 2018.
Mr. Hoang Manh Thang (representing 21% of charter capital) will replace Mr. Nguyen Xuan Bac to join the BOD of LIX Detergent Joint Stock Company from April 27, 2018
11. Board of Directors (Report 2018):
1. Information about members of the Board of Directors (BOD): Number of meetings in 2018: 17
No. Members of the BOD Position
Date of starting/ ceasing the
member of the BOD
Number of meeting attendance
Rate Reason of absence
01 Nguyin Xuan Bac Chaiiinan of BOD 11/04/2016 8/8 100%
Resigned from the Chairman and the member of BOD since 27/04/2018
No. Members of the BOD Position
Date of starting/ ceasing the
member of the BOD
Number of meeting attendance
Rate Reason of absence
02 Hoang Manh Thang Chairman of BOD 27/04/2018 9/9 100%
03 Cao Thanh Tin Member of BOD 11/04/2016 17/17 100%)
04 Bui Cong Than Member of BOD 30/03/2012 17/17 100%
05 Doan Thi Tam Member of BOD 01/10/2003 17/17 100%
06 Vu Hoang Chucmg Member of BOD 28/04/2017 17/17 100%.
2. Supervision activities o f the BOD for the Board o f Managers:
In 2018, the Board of Directors regularly monitored the activities o f the Board
of Managers and other management activities, in coordination with the
Supervisory Board to check the implementation o f issues:
• Plan targets set by the General Meeting o f Shareholders and the Board of Directors.
• Progress and measures to implement the Resolution o f the General Meeting of Shareholders, the Board of Directors and decisions of the Board o f Directors.
• Production and business plans and related economic indicators.
• The observance and compliance with the provisions of the Enterprise Law, the Company Charter and the current regulations of the State.
• The implementation o f investment and basic construction activities is in accordance with the Resolution o f the Board o f Directors and the law.
• Management and administration work are professional and transparent. Management regulations are issued, implemented synchronously and updated promptly.
• The company strictly enforces regulations on information disclosure. Fully comply with the regulations on periodic or extraordinary reports.
• Appointing the Vice General Director.
• Appointing the Chief Accountant.
3. Activities o f subcommittees under the Board o f Directors: None
4. Resolutions / Decisions of the Board of Directors:
No. Resolution number Date Contents
01 01/2018/QD-HDQT 02/01/2018 Deciding to stop the position of Chief Accountant of Ms. Doan Thi Tarn.
02 02/2018/QD-HDQT 02/01/2018 Deciding to hand over Ms. Pham Thi Kim Hong in charge of accounting of LIX Detergent Joint Stock Company from 02/01/2018.
03 03/2018/NQ-HDQT 25/01/2018 Passing business results 2017; business plan Quarter 1/2018.
04 04/2018/NQ-HDQT 25/01/2018 Approving the construction investment plan for 2018.
05 05/2018/NQ-HDQT 01/03/2018 Closing the list of shareholders attending the Annual General Meeting of 2018.
06 06/2018/QD-HDQT 02/03/2018 Approving the agreement to supplement the Deputy General Director.
07 07/2018/NQ-HDQT 05/03/2018 Deciding salary fund 2017.
08 08/2018/NQ-HDQT 15/03/2018 Nominating to appoint the Deputy General Director of the Company.
09 09/2018/NQ-HDQT 06/04/2018 Passing the approval of the policy of appointing the Chief Accountant of the Company.
10 10/2018/NQ-HDQT 11/04/2018 Approving the business results in Quarter 1/2018; business plan Quarter 2/2018.
11 11/2018/NQ-HDQT 11/04/2018 Nominating to appoint the Chief Accountant of the Company.
12 12/2018/NQ-HDQT 27/04/2018 Electing Mr. Hoang Manh Thang as the Chairman of LIX Detergent Joint Stock Company from April 27, 2018.
13 13/2018/NQ-HDQT 02/05/2018 Closing the list of shareholders for the second dividend payment in 2017.
14 14/2018/NQ-HDQT 22/05/2018 Passing the selection of an independent auditor in 2018.
15 15/2018/NQ-HDQT 22/06/2018 Appointing the Vice General Director.
16 16/2018/QD-HDQT 22/06/2018 Appointing the Vice General Director.
17 17/2018/NQ-HDQT 20/07/2018 Approving the business results for the first 6 months of 2018 and business plan for the last 6 months of 2018.
18 18/2018/NQ-HDQT 20/07/2018 Adjust the construction investment plan for 2018.
19 19/2018/QD-HDQT 20/07/2018 Promulgating the Regulation on salaries, bonuses and remuneration of managers of LIX Detergent Joint Stock Company.
No. Resolution number Date Contents
20 20/2018/NQ-HDQT 22/08/2018 Deciding Mr. Cao Thanh Tin - General Director, to sign loan application, open guarantee, letter of credit at Vietinbank - Thu Due.
21 21/2018/NQ-HDQT 18/10/2018 Approving business results for Quarter I I I / 2018 and 9 months in 2018; Business plan Quarter IV / 2018.
22 22/2018/QD-HDQT 18/10/2018 Issuing the Financial Regulation of LIX Detergent Joint Stock Company.
23 23/2018/QD-HDQT 18/10/2018 Issuing the Sales Regulation of LIX Detergent Joint Stock Company.
24 24/2018/QD-HDQT 18/10/2018 Promulgating the Regulation on salary and bonus for employees of LIX Detergent Joint Stock Company.
25 25/2018/NQ-HDQT 26/11/2018 Closing the list of shareholders to advance the first dividend of 2018.
26 26/2018/NQ-HDQT 10/12/2018 Appointing the Chief Accountant.
27 27/2018/QD-HDQT 10/12/2018 Appointing the Chief Accountant.
I I I . Inspection Committee:
1. Information about members of the Inspection Committee:
No. Member of IC Position
Date of starting/ceasing the mebers of
IC
Number of
meeting attendance
Rate Reason of
absence
1 Truong Thi Tram Head 28/04/2016 5/5 100%
2 Nguyin Thi Thuy Van Member 17/4/2010 5/5 100%
3 Huynh Thi Nggc Toan Member 28/04/2017 5/5 100%
2. Supervision activities o f the Inspection Committee for the Board of Directors, the Board of Managers and shareholders:
The Inspection Committee supervises the Board of Directors, the Board of
Managers and shareholders according to the Company's-Charter and internal
regulations on corporate governance.
- Representative of the Inspection Committee attended all BOD meetings
quarterly and on demand. The Inspection Committee has contributed ideas in
the BOD meetings according to the functions and duties o f the Inspection
Committee, grasping the operation situation, development orientation of the
Company, monitoring the implementation of the 2018 Annual General
Meeting's resolutions,
- The Board of Directors has issued many Resolutions and Decisions related to
the activities of the Company within the responsibility and authority of the
Board of Directors. Resolutions and Decisions of the Board of Directors issued
in the right order and competence and in accordance with legal grounds as
prescribed by law and the Company.
3. The coordination of activities between the Inspection Committee and the
activities of the Board of Directors, the Board of Managers and other
managers
- In 2018, the Inspection Committee was facilitated by the Board of Directors
and the Board of Managers in providing sufficient information about the
situation of production and business activities and the financial situation of the
Company.
- The Inspection Committee actively coordinates close and regular activities
with the Board o f Directors and the Board o f Managers.
4. Other activities o f the Inspection Committee
- The Inspection Committee has reviewed financial statements for the first 6
months of 2018 provided by the Board of Managers, reviewed the independent
auditing report 2017 to submit to the Annual General Meeting o f 2018.
IV, Corporate governance training:
The company fully participates in training courses on Corporate Governance, Listing Regulation, regulations on information disclosure organized by the SSC and Ho Chi Minh City Stock Exchange in 2018.
The members of the Board of Directors, the Head of Inspection Committee, the Executive Board, and the Secretary of the Company participated in the Corporate Governance training program for public joint stock companies in April 2016 in Ho Chi Minh City organized by the Center for Securities Research and Training.
V. List of affiliated persons of the listed company under the provisions of paragraph 34 of Article 6 of the Law on Securities and transactions of affiliated persons of the company with the company itself:
1. List of affiliated persons:
No. Name of
organization/ individual
Position in the company
(if any)
ID Card, Date of issue and place of
issue
Head office address/ mailing address
Date of being
affiliated person
Date of ceasing
affiliated person
Reason/Note
1 Npuyen Xuan Bac
Chairman of BOD Bic Giang 11/04/2016 27/04/2018
Resigned from
Chairman and the
Member of BOD
2 Hoang Manh Thang
Chairman of BOD HaNoi 27/04/2018
3 Cao Thanh Tin
Member of BOD cum General Director
TP. HCM 11/04/2016
4 Bui Cong Than
Member of BOD cum Vice General Director
Dong Nai 30/03/2012
5 Doan Thi Tam Member of BOD, Spokesperson
TP. HCM 01/10/2003
6 Via Hoang Chuorng
Member of BOD cum Purchasing Manager
TP. HCM 28/04/2017
7 Tnrcmg Thj Tram Head ofIC TP. HCM 28/04/2016
8 Nguyen Thj Thuy Van
Member of IC cum Plaiming and Logistic Manager
Binh Duong 17/04/2010
9 Huynh Thi Ngoc Toan
Member of IC cum HR Deputy Manager
TP.HCM 28/04/2017
10 Pham Thj Kim Hong
Chief Accountant TP.HCM 02/01/2018
n Le Dinh Vy Vice General Director TP.HCM 22/06/2018
2. Transactions between the company and the affiliated persons o f the company; or between the company and the major shareholders, the insiders, affiliated persons of the insiders: None
3. Transactions between the insiders of the listed company, relevant persons o f the insiders with its subsidiaries, the companies under control of the listed company: None
4. Transactions between the company and other entities: None
4.1. Transactions between the company and the companies that members of the Inspection Committee, CEO have been the founder members of members of BOD, CEO for a period o f last three (03) years (as at the time of reporting): None
4.2. Transactions between the company and the companies that the affiliated persons of members o f the Board of Directors, members of the Inspection Committee, CEO are the members of the Board of Directors, CEO; None
4.3. Other transactions o f the company ( i f any) may be materially or immaterially beneficial for members of the Board of Directors, members of the Inspection Board, CEO: None
V L Share transactions by insiders and affiliated persons of the insiders:
1. List o f insiders and affiliated persons of the insiders:
No. Name of
organization/ individual
Position ( i f any)
ID Card No., Date of issue and place of
issue
Head office
address/ mailing address
Number of holding
shares at the end of period
(31/12/2018)
Rate of holding
shares at the end of period
(31/12/2018)
Note
1 Nguyen Xuan Chairman of BOD Bac Giang 0
Resigned from
Chairman and the
Member of BOD
2 Hoang Manh Thang
Chairman of BOD HaNoi 0
3 Cao Thanh Tin
Member of BOD cum General Director
TP. HCM 0
4 Biii Cong Than
Member of BOD cum Vice General Director
Dong Nai 0
Tran Pham Thuy Vy Dong Nai 36.624 0,113%
Bui Cong Than's
wife
5 Doan Thi Tam Member of BOD, Spokesperson
TP. HCM 179.500 0,554%
6 Vij Hoang Chucmg
Member of BOD cum Purchasing Manager
TP. HCM 3.669 0,011%
No. Name of
organization/ individual
Position (if any)
ID Card No., Date of issue and place of
issue
Head office
address/ mailing address
Number of holding
shares at the end of period
(31/12/2018)
Rate of holding
shares at the end of period
(31/12/2018)
Note
7 Truong Thi Tram Head of IC TP. HCM 0
8 Nguyen Thi Thuy Van
Member of IC cum Planning and Logistic Manager
Binh Duong 3.600 0,011%
9 Huynh Thj Ngoc Toan
Member of IC cum HR Deputy Manager
IPHCM 3.000 0,009%
10 Pham Thj Kim Hong
Chief Accountant TP.HCM 2.440 0,0075%
11 Le Dinh Vy Vice General Director TP.HCM 24.500 0,0756%
2. Transactions o f insiders and affiliated persons on shares of the listed company: None.
V I L Other notes: None