The board of supervisors’ report

 

MEMBERS OF THE BOARD OF SUPERVISORS

 

Mr. Nguyen Van Khai

Mr Khai joined the Board of Supervisors (BOS) in 1999 and has been re-appointed Head of the BOS throughout tenures.

He possesses rich experience in corporate management and is currently BOD Member of The PAN Group JSC, operating in agriculture and high quality packaged food industry.

 

Mr. Dang Phong Luu

Mr. Luu has been appointed as Member of the BOS since 2005. He was former Tan Binh Branch Director of Vietnam International Bank (VIB). He has more than 20 years of experience in finance and banking and graduated from Banking University, Ho Chi Minh City.

He is now running his own business, An Bao Manufacturing Trading Ltd., Co, where he serves as Chairman.

 

Ms. Ho Thi Huong Tra

Ms. Tra has been appointed as Member of BOS since 2007. Ms. Tra has more than 14 years of experience in JSC Bank for Foreign Trade of Vietnam (Vietcombank). She used to work for Vietcombank accounting department and is now at a senior level in Loan Management. She held a bachelor degree at Accounting and Finance University.

 

 

ACTIVITIES OF THE BOARD OF SUPERVISORS

 

The BOS consists of three members with specific duties as follows:

  • Mr. Nguyen Van Khai, Head of BOS, is responsible for overall management. He carries out supervision of the activities of the Board of Directors (BOD), the Board of Management (BOM), and takes part in the Board of Directors’ meetings;
  • Mr. Dang Phong Luu, BOS 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 GSM, and handling claims of shareholders and related parties within the BOS’s authority.

 

Summary of the BOS’s activities in 2016

  • Reported to shareholders on the supervision of the activities of the BOD and BOM in 2016, and the BOS’s action plan for 2017.
  • Mr. Nguyen Van Khai, Head of the BOS, represented the BOS to participate in all meetings of the BOD in 2016.
  • Carried out the examination and supervision of the preparation of audited financial statements of 2015, financial statements of the 1st, 2nd, 3rd and 4th quarters of 2016, and the reviewed semi-annual statements of 2016.
  • Carried out the examination and supervision of compliance to regulations and the Company's Charter as well as the implementation of the Shareholder’s Meeting’s resolutions by the BOD and BOM in 2016.
  • On May 31st, 2016, a BOS meeting was held where the following were adopted:
  1. Report on the implementation of the Company’s internal control and risk management;
  2. Unanimous consent to recommend the BOD to select Ernst & Young Vietnam Limited the independent auditor of the Company’s financial statements in 2016.
  • On September 15th, 2016, a BOS meeting was held where the following were adopted:
  1. Assessment of the BOS’s activities in the first 9 months;
  2. A recommendation to the CEO to implement the capacity building project for internal control.

- The BOS worked with the internal control, internal audit and risk management and noted a number of noteworthy internal control and risk management operations of the Company as follows:

  1. The Head of Legal & Internal Control 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;
  2. Transfer of internal control staff to business divisions was carried out in order to provide them with exposure to practical experiences for later utilization in their job;
  3. The training and communication of professional ethics was strengthened for improved awareness of compliance among the staff;
  4. The risk management division improved its internal work-flow and implemented a well-engineered and professional risk management process.

 

- The BOS noted that the Chief Financial Officer and the Chief Accountant properly complied with the new accounting principles applicable to securities companies under Circular N0.210/2014/TT-BTC dated December 30th, 2014 and Circular N0. 334/2016/TT-BTC dated December 27th, 2016 issued by the Ministry of Finance (MOF) and provided timely reports of any difficulties encountered to the CEO for subsequently seeking of instructions from MOF and the State Securities Commission (SSC).

 

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

The Company’s operations in 2016 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. The Company’s managers and shareholders properly complied with information disclosure regulations when trading SSI stock.

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 No. 07/2016/TT-BTC dated January 18th, 2016.

Quarterly and semi-annual statements were timely disclosed.

In December 2016, the Company completed the issuance of 10,000,000 shares under an employee stock options program under Resolution 01/2016/NQ-DHDCD dated April 25th, 2016 of the GSM. Dividends were paid to shareholders within 6 months of the end of the GSM.

 

Results of 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 2016 were reviewed and audited by an independent auditor, i.e. Ernst & Young Vietnam Limited, in accordance with existing regulations governed by SSC and MOF.

The financial statements of 2016 presented fairly and in all material aspects the Company’s financial position as at December 31st, 2016, 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 BOD and the BOS were performed in accordance with the resolution of the GSM in 2016. The Company’s accounting and book keeping activities were performed on a conservative basis, as a result of which no sudden changes were found when comparing quarterly and semi-annual data with annual report data or when comparing pre-audit data with post-audit data.

 

Results of supervision over members of the BOD and CEO

So far, the BOS 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.

The Board of Directors and CEO also facilitated the BOS’s performance of its functions. The BOS received full materials for and invitations to meetings of the Board of Directors and attended all such meetings. Recommendations of the BOS to the BOD and the CEO have been replied in a timely and adequate manner.

 

Results of handling recommendations to the Company

In 2016, the BOS received no recommendations or claims from shareholders as to the Company’s operations or governance.