No 1205 Report of the BOD in 2015

No 1205 Report of the BOD in 2015 tài liệu, giáo án, bài giảng , luận văn, luận án, đồ án, bài tập lớn về tất cả các lĩn...

No: 1205/BC-HĐQT Hanoi, dated 29 th April 2016

REPORT OF BAOVIET HOLDINGS BOARD OF DIRECTORS

AT THE 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear honored shareholders!

The Board of Directors (“BOD”) of BaoViet Holdings would like to report

to the Annual General Meeting of Shareholders (“AGM”) on the BOD’s 2015 performance and 2016 Orientations on operating activities as follows:

I The BOD’s performance in 2015

1 Overview on the BOD’s operating performance in 2015

In 2015, in order to implement the regulations in the Enterprise Law, Company Charter of BaoViet Holdings (“BVH”) as well as the Operating Regulations of the BOD, the BOD of BVH organised 05 (five) BOD meetings

BOD’s meetings focused on solving key issues related to the orientations for implementation of the resolutions by the AGM in 2015; drafting and implementing the Business Plans in 2015, 2016; reviewing the implementation of the Corporate Strategy for the period of 2011 – 2015, as well as drafting the Corporate Strategy for the period of 2016 – 2020; strengthening the senior HR of the BVH; directing the implementation of the Restructure Scheme of the BaoViet Finance – Insurance Group, etc All resolutions finalised by the BOD to propose in the meetings are the essential directions for the Board of Management (“BOM”) to implement, complete and exceed the Business Plan of BVH in 2015

Aside from the above BOD meetings, BOD also approved decisions in the form of opinion collecting from BOD members in writen forms in order to direct and solve over 100 issues related to the significant directions in corporate governance and other matters within the authorization of the BOD; simultaneously monitoring the activities of BOM closely in the implementation of resolutions of the AGM and BOD

2 Evaluation on the operating performance of BOD members in 2015

In 2015, BOD members participated fully in all BOD meetings and provided opinions in writen forms regarding matters under the competence of the BOD with highly responsible spirit, promoting the leadership of BOD members for the benefits of shareholders and the sustainable development of the Group

Aside from the implementation and completion of the responsibilites in the activities of the BOD, BOD members excelled in completing the assigned tasks according to the assignment of tasks for BOD members, specifically as follows:

- The BOD Chairman completed his tasks according to the Enterprises Law, the Company Charter and the Regulations on Operation of the BOD regarding the establishment and implementation of the annual programmes, assignment of tasks amongst BOD members, organisation of meetings, requests for opinions in writen forms, issuance of Resolutions, Decisions and Announcements of the BOD; directing, managing and supervising the BOM to implement the resolutions of the BOD; assigning tasks to the Committees under BOD and the Internal Audit Block

to foster their functions in advisory, consultancy, to the BOD regarding matters under their competence

- Full-time BOD members provided positive contribution to the process of completing the internal regulations on Corporate Governance of BVH, along with the BOD to manage and supervise the business operations, contributing to the completion of the Business Plan in 2015

- BOD members were assigned to manage the business activities of BVH and company members of BVH directed to complete and to exceed the business targets in 2015, contributing to the completion and excession of the Business Plan

of the Group in 2015

- BOD members as being the representatives of strategic shareholders i.e Sumitomo Life (“SML”) and The State Capital Investment Corporation (“SCIC”) played such vital roles in fostering the corporative relations on developing the business between BVH, SML and SCIC; Strengthening the implementation of the Technical Support and Capability Transfer Agreement (“TCSTA”) between SML and BVH

3 Results on the supervision of CEO and managerial staffs of BVH

In 2015, CEO and managerial staffs of BVH showed outstanding completion

of the governance in business activities of the Group, specifically as follows:

- Completed and exceeded the annual business targets in 2015 approved by the AGM and BOD;

- Implemented promptly and effectively the sub-projects of the Restructure Scheme of BaoViet Finance - Insurance Group;

- Continued to strengthen the foundations for the sustainable development

in the direction of the Corporate Strategy for the period of 2011 – 2015; reviewing the Corporate Strategy for the period of 2011 – 2015 and implementing the construction of the Corporate Strategy for the period of 2016 – 2020 of BVH according to the orientations of the BOD in order to propose to the AGM for approval;

- Directed to implement accordingly all decisions of the BOD as well as key solutions approved by the BOD

During the process of governance, the BOM of BVH complied accordingly to the decentralization of governance in BVH’s Charter, Regulations on Corporate Governance, and internal regulations of BVH as well as all decisions of the BOD

4 Remuneration and operating expenses of BOD in 2015

Regarding the remuneration of BOD in 2015:

- For cum-tittle BOD members, the remuneration (excluding income taxes)

is 10 million Dong/person/month

- For full-time or cum-tittle within the BOM of Parent company/Company

members – BOD members: to enjoy the salary regime of BVH/Company members

Regarding the operating expenses of BOD in 2015:

Comply with the Regulations on Operating activities of BOD and Regulations on the Internal Expenses of BVH

(The detailed summary table of remuneration in 2015 of BOD members was

disclosed in the Annual Report in 2015 of BVH)

II Implemented results of resolutions of the AGM in 2015

In 2015, BOD directed promtly and comprehensive implementation of all resolutions of the AGM in 2015 as follows:

1 BOD directed to complete the Business Plan in 2015

On process of implementing approvals of the AGM in 2015, the BOD focused on directing the BOM in implementing the solutions on completing the business targets from the resolutions of the AGM and BOD in 2015 with the essentially outstanding performance results: Consolidated total revenue of BVH reached 20,789 billion Dong, increase by 9.1% compared to 2014, meeting 109.9%

of the plan; The consolidated profit after tax reached 1,175 billion Dong, exceeding 3% compared to plan The total revenue of the Parent company i.e BVH reached 1,317 billion Dong, completing 100% plan The profit after tax of the Parent company reached 1,002 billion Dong, exceeding 2.3% compared to

plan The profit after tax over charter capital of Parent company (“ROCC”) reached 14.7%, exceeding the planned target by 0.3% With these results, BVH could ensure the implementation of all duties to the State budget, and the benefits

of customers, shareholders and employees

From the evaluation of the business operating activities in 2015, BVH and company members yielded to complete and exceeded the business targets and implemented the proposed tasks effectively These results emphasises the validity, in-time, and suitability of the solutions implemented by the BOD and BOM, simultaneously expressing the hight efforts, consensus and commitment of the company members, employees and agents throughout the system of BaoViet

2 BOD directed to allocate the funds according to approvals of the AGM and implemented the dividend payouts in 2014 to all shareholders right after the AGM

in 2015 and completed within July 2015 with a ratio of 10% on par value of share i.e VND 1,000 per share, equivalent to the amount of 680.471.434.000 Dong

3 BOD continued to direct the implementation of the project on increasing the Charter Capital of BVH according to the resolutions of the AGM in 2014 and

2015

4 BOD directed to complete the supplementary registration of the business lines of BVH according to the Resolutions of the AGM in 2015

5 BOD implemented the review, revision and issuance of the revised and supplemented Company Charter of BVH for the 6th time on 15th January 2016

under the compliance of the Enterprise Law in 2014 and related legal documents;

as well as ensuring the rightly implementation of the approved principles of the AGM in 2015

III Report on the corporate governance of BVH in 2015

In realisation of the importance of corporate governance, the BOD identify the improvement of corporate governance performance as an essential content in the strategic directions for BaoViet in order to construct a strong corporate governance structure on the basis of the application of the best international practices, combining the overall strengths from all the resources throughout the system in order to manage, monitor the business activities in such responsible transparent and effective manners

In 2015, BOD members, the Supervisory Board (“SB”), CEO and the Corporate Secretary participated in the training, discussion and conference related

to corporate governance, being proactive in using the ASEAN Corporate Governance Scorecard in order to improve the standards and practices of corporate governance at BVH

All reports on the Corporate Governance Performance of BVH in 2015 were disclosed with full information in due time to the SSC and Ho Chi Minh City Stock Exchange The detailed content of the report on the Corporate Governance Performance in 2015 was also disclosed in the Annual Report in 2015 of BVH

IV Operating Plan of BOD in 2016

2016 shall be the stepping year to create essential foundations for the implementation of the Corporate Strategy for the period of 2016 – 2020 with the

vision “Maintain the market position as the leading Finance - Insurance Group in

Vietnam, improving the international competitiveness, strong financial strength, sustainable effective growth” With such essential meanings, BOD unified some

key targets in the Business plan in 2016 for BVH, which is expected to be submitted

to the AGM as follows:

- Total revenue: 1,398 billion Dong;

- Profit after taxes: 1,005 billion Dong;

- ROCC of BVH: 14.8%

In 2016, BOD shall continue to maintain the frequency of meeting in every quarter as being regulated and organise meetings under the form of opinion collecting in writen forms from BOD members in order to implement the Resolutions of the AGM in 2016; as well as other issues related to corporate governance and to direct the implementation of key tasks in 2016 throughout the Group The BOD shall continue to foster the roles of the Committees of the BOD

in providing recommendations to the BOD regarding senior HR, corporate strategy and investment activities; strengthening the supervision and revision of business performance and the preservation of capital

With the message of 2016 as “Intensive investment for sustainable

development”, BOD shall provide orientations to key tasks in 2016, specifically as

follows:

First, implement the Resolutions of the AGM in 2016, including the focus

on completing the Business plan in 2016 and closely monitor the Corporate Strategy for the period of 2016 – 2020 via the implementation of key solution categories throughout the Group

Second, continue to strengthen the built foundations in the post-equalization period with the objectives “Intensive investment for sustainable development”,

including the focus on issues such as: (i) Investment in the infrastructures and application of IT at international standards throughout the Group; (ii) Investment in development of HR and the succession planning of BaoViet’s senior HR; (iii)

Strengthening of the internal audit activities in order to improve the audit validity, and the internal supervision throughout the Group; (iv) Implementation of Synergy projects in Marketing, branding in order to modernize and unify the brand image of BaoViet throughout the Group

Third, foster the roles of Parent company throughout the system via: (i)

Centrally manage, coordinate resources within BVH in finance, HR-training, IT, branding, investment, construction; (ii) Strengthen the synergy of the Group in order to optimize the resources, fostering the overall strength; (iii) Strengthen the financial capability of Parent Company in order to maximise the capital investment functions in the company members in traditional business as well as other potential business lines

Fourth, improve the corporate governance capability upon the application of

the best international practices in order to ensure the effective exploitation of resources, creating long-term sustainable values, as well as attracting investments into the business

Fifth, coordinate with the State governance bodies to build a legal platform,

develop the market and new products; continue to focus on implementing the social benefits-related-programmes, support the community according to the direction of the Communist Party and the Government, yield to be a pioneering enterprise in enviromental protection and to implement the strategy on sustainable growth of BaoViet

On behalf of the BOD of BVH, I would like to send my sincere thanks to honored shareholders for your trust and company with BVH throughout the past years The BOD is also thankful to the attentive and precious support of the leaders

of the Communist Party, the Government, MOF and relevant authorities to the success of BaoViet today

Wishing the honoured Shareholders and guests good health and happiness, wishing the great success to the meeting./

Achieves:

- As above;

- BOD, SB;

- CEO;

- For filing: Admin, General Secretary Dept.

ON BEHALF OF THE BOARD OF

DIRECTORS CHAIRMAN

(Signed and sealed)

Dao Dinh Thi