Report on activities of the board of directors

 

MEMBERS OF THE BOARD OF DIRECTORS


In 2017, the SSI Board of Directors (BOD) has carried out activities in accordance with the Company’s Charter and Management Regulation.


The BOD consists of 6 members, of which, Mr. Ngo Van Diem and Mr. Bui Quang Nghiem are two (02) independent members. The structure of the BOD balances an appropriate ratio between members with experience and expertise in management, law, finance and securities, as well as their roles (executive members, non-executive members and independent members). Accordingly, at least 1/3 of the board members must be independent and non-executive members in order to ensure the objectivity and independence in BOD activities. The regulation on the number of independent non-executive board members is stated clearly in the Company’s Charter.

 

Mr. Nguyen Duy Hung

Chairman and Chief Executive Officer

Mr. Hung is the founder of Saigon Securities Inc. He is also the founder and Chairman of Pan Pacific Corporation - a leading company in agriculture and high quality packaged food industry.

Mr. Nguyen Hong Nam

Board Member, Deputy CEO; Authorized person for information disclosure.

Mr. Nam has been a successful business executive in various areas. He holds a Master of Science from Lugansk University, Ukraine.

Mr. Ngo Van Diem

Board Member

Mr. Diem has many years of experiences in foreign and domestic investments, state-owned enterprise reform, and industrial zone development and economic integration holding middle and senior positions in Government agencies.

Mr. Diem graduated from Leipzig University and has a PhD in Economics from Martin Luther University from Germany.

Mr. Bui Quang Nghiem

Board Member

Mr. Nghiem is the Director of Nghiem & Chinh Lawyers and Vice Chairman of Ho Chi Minh Bar Association. Mr. Nghiem graduated from Martin Luther Halle University, Germany.

Mr. Nguyen Duy Khanh

Board Member

Mr. Khanh holds a Bachelor of Finance, George Washington University, the United States.

Mr. Khanh used to work with SSI during the implementation of the Reforming Consultancy Project provided by McKinsey (2010). He also helped in the founding of SSI International Corp. and made significant contribution to its successes.

Mr. Hironori Oka

Board Member

Mr. Hironori Oka has over 20 years of experiences in the finance and securities fields, holding various positions in Japan, Hong Kong, the United States, Singapore and Taiwan. He used to be in charge of many senior positions in Daiwa Group Inc. and started to assume the leading position since 1994. Mr. Oka is currently the executive managing director, head of Asia and Oceania region, and Chairman and Chief Executive Officer of Daiwa Capital Markets Hong Kong Limited.

 

 

 

 

In 2017, Mr. Ngo Van Diem was re-elected as a member of the Board of Directors upon ending of the five-year term in 2017 by the annual shareholder's meeting. The remaining 5 Board members maintained business as usual during their terms without any abnormal events leading to member changes in 2017.

 

Four of the six board members have completed corporate governance training, certified by the State Securities Commission according to regulations.

 

 

ROLES, RESPONSIBILITIES AND ACTIVITIES OF THE BOARD OF DIRECTORS

The Board of Directors always determines the leadership, orientation, direction, management and supervision of the Company's business activities between two annual General Shareholders' Meetings (GSM) according to the Resolution of the GSMs and the Charter of the Company, except for decisions under the jurisdiction of the GSM.


The Board of Directors operates by issuing resolutions and directing the Board of Management to implement the resolutions. The management policy of the Company is expressed via compliance with the law, the charter and management regulation of the company, and via resolutions of the GMS and of the BOD. These documents are kept at the Company’s head office and disclosed to all shareholders according to regulations.


When carrying out their functions and responsibilities, the BOD must comply with the law, the Company’s Charter, Resolutions of the GSM and the Corporate Governance Policy. In case the decision passed by the BOD is against the law or the Company’s Charter, causing loss for the Company, the members in favor of such decision must take joint responsibility and indemnify the Company; members who voted against such decision will be exempted.


In 2017, the BOD maintained business according to the Law, the Company’s Charter and Management Regulation. In addition, the BOD made several efforts to enhance the company’s managerial capacity in accordance with current laws and in line with regional as well as global practice. Specifically:
  The BOD ensures that the number of BOD meetings and the number of invited members meet legal requirements and effectiveness while specifying each member’s role, differentiating between independent and executive members in order to ensure maximum interest for shareholders according to regulations.
  The BOD passes Resolutions which fit the Company’s vision and business strategy for each specific period, ensuring the interests of clients, shareholders and employees, respecting associates, contributing to the building of a strong business community which will provide social values and eventually fulfill the Company’s mission.
  The BOD monitors the implementation of resolutions issued by the GMS and the BOD while evaluating the effectiveness of these resolutions; regularly reviews policies and regulations of the Company and make timely adjustments in accordance with new situations and requirements.
  The BOD decides on the direction, leads and supervises on a regular basis all activities of the Management as well as supporting departments, ensuring that the Management’s leadership is in line with the company’s regulations and policies.


The BOD has carried out 07 meetings including 03 centralized meetings on March 7th, April 21st and September 8th, 2017 and 04 meetings based on written surveys on January 16th, April 03th, May 29th and December 15th, 2017. All BOD meetings were attended by 100% of its members, who discussed and voted on every issue.


Contents of the Resolutions passed by the BOD are as follows:

 

 

OPERATIONS OF THE SUB-COMMITTEES UNDER THE BOARD OF DIRECTORS

The corporate governance model consists of independent sub-committees of the Board of Directors (BOD) to take charge of Risk Management and Internal Audit to help the BOD perform these functions. Currently, the BOD has appointed independent members of the Boards to be in charge of Risk Management and Internal Audit.


Activities of the independent board member in charge of risk management:
  Reviewing and commenting before submitting to the Board for approval the risk management policies and limits;
  Reviewing reports of the CEO, the Risk Management Division and other departments related to the operation of RM;
  Assessing the Company’s overall effectiveness in RM.


Activities of the independent member in charge of internal audit:
  Reviewing and evaluating issues related to the organizational structure of internal audit; draft internal audit strategy and policy before presenting to the Board of Directors for approval and decisions;
  Examining and evaluating the compliance with procedures, accounting standards and principles of operation of Internal Audit;
  Reporting on the performance and effectiveness of internal audit performed during the year; proposing solutions to overcome shortcomings and limitations in order to improve the business operations of the Company;
  Advising the Board on the issuance of internal audit strategies and policies.


In addition, independent members of the Board when attending meetings of the Board of Directors, also provide inputs, feedbacks and suggestions on business strategies and plans.

 

 

ACTIVITIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS

The Chairman of the Board is responsible for overall guidance of the Board of Directors' activities in accordance with the functions, tasks, and authority provided for in the Company Charter as well as the current provisions of the law, particularly:
  Preparing programs and action plans of the Board of Directors;
  Preparing programs, agenda, and documents for the meetings; convening and chairing Board of Directors' meetings;
  Organizing the ratification of Board of Directors' resolutions;
  Supervising the implementation of the Board resolutions;
  Chairing General Shareholders' Meetings and meetings of the Board of Directors.


In addition, the Chairman also acts as the Chief Executive Officer, leading the Board of Management and employees to effectively carry out the resolutions of the General Shareholders' Meetings and the Board of Directors on business plans, investment plans and other activities. The plurality of offices is adopted by the annual General Shareholders' Meetings.

 

 

ACTIVITIES OF INDEPENDENT BOARD MEMBERS

Independent Board members are assigned to perform risk management and internal audit tasks as described in the activities of the subcommittees. In addition, these members also participate in meetings of the Board of Directors to review proposed strategic orientation, business plan; monitor activities and monthly report on the activities of the Board, monitoring results of the Board of Managers sent to members of the Board of Directors in accordance with the Charter of the Company.


 

BOARD EVALUATION ON THE PERFORMANCE OF THE BOARD OF MANAGEMENT

The Board of Management has successfully implemented the resolutions of the General Shareholders' Meeting and the BOD on the business plan, exceeding 2017 targets set by the GSM, steady maintaining the leading position in brokerage market share on both HOSE and HNX. The BOD has carried out its duties in accordance with its authority in relation to the organization and operation of the Company's daily business operations following good corporate governance practices, proactively and promptly proposing initiatives and measures to improve the efficiency and management of the Company. Timely and adequately preparing reports to GSM and of the BOD. Disclosing information in an adequate, timely and honest manner.

 


BOARD EVALUATION OF THE COMPANY’S PERFORMANCE
The Company has had a successful year in many aspects thanks to the relatively accurate forecast of the socio-economic situation, and the orientation and business plan well fitted with the market situation. In 2017, the Company recorded a revenue of VND3,043.2 billion, up 19.8% and surpassed 44.35% of its FY2017 target. 2017 consolidated profit before tax reached VND1,405 billion, increased 23% compared to 2016, exceeding the target by 32.8%.


Along with higher business efficiency, the Company continued to make a great contribution to the budget. In the list of the 1,000 largest corporate income taxpayers in 2016 announced by the Ministry of Finance, SSI was ranked No. 60 and being the only securities firm in the top 100.


SSI stock price in 2017 has grown steadily from VND19,900 per share on the last trading day of 2016 to VND 28,800 per share on the last trading day of 2017, up by 44.7%/. The results have brought greater benefits to investors, meeting the expectation that shareholders stated at the annual GSM in 2017 that SSI stock price at the beginning of 2017 has not reflected its intrinsic value.   

 


BUSINESS PLANS AND ORIENTATION IN 2018
Determining that the capital market is the new engine of the economy, in 2018, the Company to focus on helping businesses raise capital through the securities market, creating a dramatic shift in the capital market - the market based medium and long term capital channel for the economy; contributing to the initiation and mobilization of great resources of the country, promoting economic development; making the economy moving faster to be more transparent, open, fair and flexible.


The Company continues to uphold principles in transparency, equality and compliance with professional ethics standards so that investors perceive the securities market not only as a place to make money but also a place to keep assets for investors, being a reliable address for people to store assets instead of saving, gold, foreign currencies or land.


In 2018, the Company will also focus priorities on innovation, creativity, human resource development, business culture development and then compliance with the law and corporate governance in accordance with best practices, in order to improve competitiveness, labor productivity, meeting the requirements of the industrial revolution 4.0, and integrating deeply and broadly into the international and regional economies.