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CAP: Corporate Governance report (2015)

CORPORATE GOVERNANCE REPORT


(2015)
Company:

Yen Bai Agro-forestry products and Foodstuff Corporation

Address:

Nguyen Phuc ward, Yen Bai city, Yen Bai province

Tel.:

0293.862.278

Email:

yfatuf@gmail.com

Fax: 0293.862.804

Charter capital: VND 34,000,900,000


Stock code:

CAP

I. BOD Activities (2015)


Meetings:
No.

Members of BOD

Title

Attendance

Rate

Reasons

1
2

Mr. Tran Cong Binh


Mr. Nguyen Quoc Trinh

Chair of the Board


Vice Chair of the

10/10
10/10

100
100

3
4

Ms. Hua Minh Hong


Ms. Hoang Thi Binh

Board
Director of BOD
Director of BOD

10/10
9/9

100
100

for

not

attending

- Elected in 4/2015
- Authorizing the
representative to

Ms. Truong Thi Hoang Yen

Director of BOD

10/10

100

attend in 7 meetings
- Authorizing the
representative

Mr. Vu Van Thuc

Director of BOD

1/1

100

to

attend in 8 meetings
Resigned
in
4/2015

II. Board Resolutions (2015)


No.
1

Date
31 Mar 2015

Contents
- Discuss the preparation for holding Annual General Meeting of Shareholders 2015

08 Apr 2015

- Summarize the business and production situation in Quarter I/2015


- Vote the Chair of BOD in the term 2015 - 2019

16 Apr 2015

- Assign the tasks to Directors


- Issue the operation rule of Board of Directors in the term 2015 2019

4
5
6

19 May 2015
28 June
2015
16 Jul 2015

- Consolidate the leading machinery of the Company


- Discuss the construction of the investment projects on handling waste-water system for Van
Yen Cassava Factory and Yen Hop Paper Factory
- Select the contractor to execute the project on improving the waste-water system for Van Yen
Cassava Factory
- Approve selecting Song Pham Service and Trading One-member Limited Company to
implement the project Repair and renovation of the waste water treatment system of Van Yen

24 Aug 2015

cassava factory
- Approve stopping selecting Song Pham Service and Trading One-member Limited Company
- Approve selecting Dai Viet Technical Trade JSC to implement the project Repair and

31 Aug 2015

renovation of the waste water treatment system of Van Yen cassava factory
- Approve the credit limit in TECHCOMBANK the Yen Bai branch

24 Oct 2015

- Approve the business result of the first 9 months of 2015 and the plan for year 2016

30 Dec 2015

- Discuss the planning of managerial officers of the Company in the period 2016 2020
- Approve the business result and investment projects of year 2015, the business plan and

10

investment projects of year 2016


- Approve planning managerial officers of the Company in the period 2016 2020
- Approve the plan on arranging managerial officers from 01 Jan 2016
- Approve holding the 2016 annual general meeting of shareholders
III. Change in connected persons/ institutions
No.
1

Organizations/individ
uals
Tran Cong Binh

Title

Starting time

Finishing
time

Reason

Chairman of BOD cum Manager

Mai Thi Buoi


2

Nguyen Quoc Trinh

Member of BOD cum Deputy


Manager

Tran Thi Binh


Nguyen Thuy Tien
3

Vu Van Thuc

11/2015

Purchase

4/2015

Appointed

Deputy Manager

Truong Thi Lan


Vu Tuan
5

Hoa Minh Hong

Member of BOD cum Chief


Accountant

Nguyen Thanh Binh

Head of Supervisory Board

Hoang Thi Binh

Member of BOD

Truong Ngoc Bien


Truong Thi Hoang Anh
8

Truong Thi Hoang Yen

Le Long Giang

Member of BOD
Member of Supervisory Board

10

Nguyen Thanh Son

11

Nguyen Van Tru

12

Nguyen Huy Thong

Member of Supervisory Board

4/2015

Appointed

Member of Supervisory Board


Member of Supervisory Board

Ngo Thi Hoai

4/2015

Resigned

4/2015

Resigned

4/2015

IV. Transactions of PDMRs and connected persons/ institutions


1. List of PDMRs and connected persons
No.

Name

Tran Cong Binh

Trading

Position of PDMR

Shareholding

Shareholding

account (if

at the company (if

at the end of

percentage at

any)

any)

the term

the end of the

223,974

term
6.58

11,470

0.33

150,876

4.43

61,380

1.80

5,000

0.15

55,800

1.64

15,500

0.45

5,000

0.15

95,852

2.81

31,100

0.91

263,500

7.75

155,000

4.55

144,800

4.25

155,000

4.55

2,472

0.07

Chairman of BOD
cum Manager

Mai Thi Buoi

Nguyen Quoc Trinh

Member of BOD
cum Deputy
Manager

Tran Thi Binh


Nguyen Thuy Tien
3

Vu Van Thuc

Deputy Manager

Truong Thi Lan


Vu Tuan

Hoa Minh Hong

Nguyen Thanh Binh

Hoang Thi Binh

Member of BOD
cum Chief
Accountant
Head of
Supervisory Board
Member of BOD

Truong Ngoc Bien


Truong Thi Hoang Anh
8

Truong Thi Hoang Yen

Le Long Giang

Member of BOD
Member of

Note

Supervisory Board
10

Member of
Supervisory Board

Nguyen Thanh Son

1,400

0.04

2. Transactions of PDMRs and connected persons/ institutions


No.

Name

Relation

Shareholding

at

the

with PDMR

beginning of the term


Share
Percentage

Shareholding at the end

Reason

of the term
Share

sell,

(%)
1

Mr. Nguyen Thanh

Head

of

Binh

Supervisory

Percentage
(%)

(buy,
transfer,

dividend,

bonus

31,100

0.91

30,000

0.88

share...)
Sell

5,000

0.15

Purchase

Board
2

Ms. Nguyen Thuy


Tien

3. Other transactions:
No.

Name

Relation

Shareholding

at

with PDMR

beginning of the term


Share
Percentage
(%)

V. Other significant issues: None

the

Shareholding at the end

Reason

of the term
Share

sell,
Percentage
(%)

dividend,
share...)

(buy,
transfer,
bonus

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