Report on activities of the supervisory board

 

MEMBERS OF THE SUPERVISORY BOARD

 

Mr. Nguyen Van Khai

Mr. Khai joined the Supervisory Board (SB) of SSI since 1999 and has been consistently voted as the Head of the SB through the terms.

Mr. Khai is experienced in corporate management and is currently a member of the BOD of The PAN Group, a company in the field of high end agriculture and food packaging.

Mr. Dang Phong Luu

Mr. Luu has been a member of SSI SB since 2005. He has held the position of Director of Tan Binh Branch - Vietnam International Commercial Joint Stock Bank (VIB). He has over 20 years of experiences in finance and banking. He graduated from University of Banking, Ho Chi Minh City.

He currently runs his own business An Bao Production Trading Co., Ltd as the Chairman of the Member Board.

Ms. Ho Thi Huong Tra

Ms. Tra is a member of SSI SB since 2007. She has over 14 years of experiences at Vietcombank. Ms. Tra previously worked in the accountant function and is now a member of the Debt Management Division at Vietcombank. Ms. Tra earned her B.A. from the University of Finance and Accounting.

Ms. Tra resigned from the SB on 11/13/2017. 

 

 

 


GENERAL ACTIVITIES AND RECOMMENDATIONS BY THE BOARD OF SUPERVISORY

Assignment of duties of members of the Supervisory Board
-  Mr. Nguyen Van Khai, Head of the SB, is responsible for the overall management and supervision of the activities of the BOD and the Board of Management, and takes part in the Board of Directors’ meetings;
-  Mr. Dang Phong Luu, SB member, is in charge of examining and supervising the Company’s finance and preparation of financial statements;
-  Ms. Ho Thi Huong Tra is in charge of regulatory and Charter compliance, the execution of resolutions of Shareholders’ Meeting, and handling claims of shareholders and related parties within the SB’s authority.

 


Summary of the SB’s activities in 2017:
-  Reported to shareholders on the supervision of the activities of the BOD and Board of Management in 2017, and the SB’s action plan for 2018.
-  Mr. Nguyen Van Khai, Head of the SB, represented the SB to participate in all meetings of the BOD in 2017.
-  Carried out the examination and supervision of the preparation of audited financial statements of 2016, and quarterly, semiannual and annual financial statements of 2017.
-  Carried out the examination and supervision of compliance to regulations and the Company's Charter as well as the implementation of the GSM’s resolutions by the BOD and BOM in 2017.
-  Supervised shareholder voting procedures in writing to approve the Resolution of the GSM on secured warrants and convertible bonds in 01/2018.
-  Supervised the issuance of shares under ESOP, and issuance convertible bonds at the beginning of 2018
-  On 5/31/2017, the SB conducted the regular meeting and passed the following contents:
    Report on the implementation of the Company’s internal control and risk management;
    Unanimous consent to recommend the BOD to select Ernst & Young Vietnam Limited the independent auditor of the Company’s financial statements in 2017.
-    On 9/20/2017, the SB conducted the regular meeting and passed the following contents:
    Report on the implementation of the Company’s internal control and risk management;
-    On 11/13/2017, the SB held an extraordinary meeting to approve the resignation of Ms. Ho Thi Huong Tra, Member of the SB and the election for additional member of the SB at the annual GSM.


The SB worked with representatives of the Board on the implementation of the regulation on management of public companies in accordance with the Government's Decree No. 71/2017/ND-CP dated June 6th, 2017, reviewing new contents in the Regulation to prepare for implementation and timely submission to the GSM for approval of the Corporate Governance Regulations at its annual meeting in 2018.


The SB worked with the internal control, internal audit and risk management divisions and noted a number of noteworthy internal control and risk management operations of the Company as follows:
  The Legal & Internal Control Director was to work out a plan to provide training as well as professional competency and skills to internal control staff. Such a plan is to be implemented in tandem with the reality of market development as well as the State Securities Commission’s schedule of launching new products to ensure that the staff would be sufficiently qualified for the dedicated job;
  The training and communication of professional ethics was strengthened for improved awareness of compliance among the staff;
  The risk management division improved its internal work-flow and implemented a well-engineered and professional risk management process.


Compliance to regulations and the Company's Charter, and execution of resolutions of the GSM

The Company’s operations in 2017 were in compliance with regulations of law as well as the Company's Charter. The Company properly complied with regulations on information disclosure applicable to securities companies listed on. HOSE SSI members shall fully comply with regulations on information disclosure when trading SSI shares.


The Company's Charter was amended in accordance with the provisions of the Enterprise Law as well as the form of corporate charter issued under MOF’s Circular N0. 07/2016/TT-BTC dated January 18th, 2016.


Quarterly and semi-annual statements were timely disclosed. However, SSI as well as many other listed companies still have to ask the SSC approval to extend the release of the quarterly and semi-annual consolidated financial statements.  It is recommended that the CEO to improve the process in order to speed up the progress of reporting and at the same time report to the SSC on difficulties and shortcomings in terms of deadline for reporting and disclosure of information for review and adjustment to the market practicality.


In December 2017, the Company completed the issuance of 10,000,000 shares under ESOP following Resolution 01/2017/NQ-DHDCD dated April 21th, 2017 of the GSM. Dividends were paid to shareholders within 6 months from the day of the Annual Shareholders' Meeting.


Financial supervision

The Company prepared and disclosed periodical financial statements in accordance with regulations governed by SSC. Semi-annual financial statements, financial safety ratio report, and annual report of 2017 were reviewed and audited by an independent auditor, i.e. Ernst & Young Vietnam Limited, in accordance with existing regulations governed by SSC and Ministry of Finance.  


The financial statements of 2017 presented fairly and in all material aspects the Company’s financial position as at December 31st, 2017, results of operations, and cash flows in conformity with Vietnam’s existing enterprise accounting principles as well as relevant provisions of law. The creation of funds and remuneration for the Board of Directors and the SB were performed in accordance with the resolution of the Shareholders’ Meeting in 2017. Accounting and bookkeeping of the Company is carried out on a prudent basis.


Supervision of members of the BOD, CEO and other business executives

So far, the SB has found no violations of responsibilities and obligations of the Company’s managers. Information on transactions with managers and related persons was fully disclosed as required.


Results of handling shareholder recommendations to the Company
In 2017, the SB received no recommendations or claims from shareholders as to the Company’s operations or governance.


Coordination between the SB and the BOD, CEO and Shareholders
In the year 2017, the SB received close coordination and facilitation to carry out its supervisory tasks from the Board of Directors, the Board of Management and the management of the Company through the provision of full information and documents relating to corporate governance, business operations, and financial situation of the Company.