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Báo cáo quản trị công ty năm 2024 (ENGLISH)

24/Jan/2025

JOINT STOCK COMPANY

INVESTMENT AND CONSTRUCTION OF VNECO 9

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

No. 25A/2024/HDQT-VE9

Nha Trang, January 24, 2025

                                                                                    

 

REPORT ON CORPORATE GOVERNANCE

IN 2024

 
 

 

 

To: - STATE SECURITIES COMMISSION

                  - HANOI STOCK EXCHANGE

 

- Name of listed company: VNECO 9 INVESTMENT AND CONSTRUCTION JOINT STOCK COMPANY

- Head office address: Ground floor C4 – C5 Cho Dam Apartment, Van Thanh Ward, Nha Trang City, Khanh Hoa Province.

- Phone: 02583 525886 – Fax: 02583 522394

- Charter capital: 125,236,130,000 VND

- Stock code: VE9

- Corporate governance model: General Meeting of Shareholders, Board of Directors, Director and having an Audit Committee under the Board of Directors

- Regarding the implementation of the internal audit function: Implemented

I. Activities of the General Meeting of Shareholders:

Information on meetings and Resolutions/Decisions of the General Meeting of Shareholders (including Resolutions of the General Meeting of Shareholders adopted in the form of written consultation).

Stt


Number of Resolutions/Decisions

Day

Content

1

27/NQ/VNECO9-AGC

27/04/2024

Annual General Meeting of Shareholders in 2024 (Approving the Company's activities in 2023 and business plan in 2024)

II. Board of Directors:

1. Information about members of the Board of Directors (BOD):

 

Stt

Member of the Board of Directors

Duty

Start/no longer a member of the Board of Directors/ Independent Board of Directors

Date of Appointment

Date of dismissal

1

Nguyen Minh Bien

Chairman of the Board of Directors

28/04/2023

 

2

Nguyen Thi Ngoc Lan

Board of Directors TV

29/04/2022

 

3

Le Quang Liem

Independent Board of Directors TV

29/04/2022

 

4

Le Duc Trung

Independent Board of Directors TV

29/04/2022

 

 

2. Board of Directors meetings:

Stt

Member of the Board of Directors

Number of meetings attended by the Board of Directors

Meeting attendance rate

Reasons for not attending the meeting

1

Nguyen Minh Bien

5/5

100%

 

2

Nguyen Thi Ngoc Lan

5/5

100%

 

3

Le Quang Liem

5/5

100%

 

4

Le Duc Trung

5/5

100%

 

In which, 2 meetings have issued resolutions and 3 meetings have been recorded by minutes, no resolutions have been issued.

 

3. Supervisory activities of the Board of Directors over the Board of Directors:

- The Board of Directors regularly monitors the operating activities of the Board of Directors to ensure compliance and consistency with the contents of the Resolutions of the Annual General Meeting of Shareholders in 2023, 2024 and the Resolutions of the Board of Directors in 2024.

- The Board of Directors regularly holds quarterly and irregular meetings with the Board of Directors to check the operating activities of the Board of Directors and the company's business situation. Under the direction and supervision of the Board of Directors, the Board of Directors has properly implemented all specific tasks on management, production and investment. The Board of Directors always complies with and strictly implements the Resolution of the General Meeting of Shareholders and the resolutions and decisions of the Board of Directors.

4. Activities of subcommittees of the Board of Directors: (none)

5. Resolutions/Decisions of the Board of Directors:

TT No.

Number of Resolutions/Decisions

Day

Content

1

16A/2024/NQ-HDQT

29/03/2024

Dismissal of the position of Chief Accountant for Mr. Trinh Xuan Trung and appointment of the position of Chief Accountant for Ms. Vien Ngoc Loan.

2

91/2024/NQ-HDQT

04/09/2024

Approval of the Company's Regulation on Information Disclosure and Appointment of Person in Charge of Corporate Administration

 

III. Audit Committee

1. Information about members of the Audit Committee

Stt

Member of the Audit Committee

Duty

Date of starting as a member of the Audit Committee

Qualifications

1

Le Quang Liem

Chairman of the Audit Committee

28/07/2022 to present

 

2

Le Duc Trung

Member

28/07/2022 to present

 

2. Meetings of the Audit Committee

Stt

Member of the Audit Committee

 

Number of Meetings Attended

Meeting attendance rate

Voting Rate

Reasons for not attending the meeting

1

Le Quang Liem

2/2

100%

100%

 

2

Le Duc Trung

2/2

100%

100%

 

3. Supervisory activities of the Audit Committee over the Board of Directors, the Board of Directors and shareholders

- The Audit Committee attends most of the meetings of the Board of Directors and important meetings of the Company. The Audit Board supervises the governance of the enterprise to ensure compliance with the provisions of law, the company's charter and the company's internal governance regulations. The Audit Committee supervises the implementation of the contents approved by the General Meeting of Shareholders at the Annual General Meeting of Shareholders.

The Audit Board shall examine and supervise the legality and honesty in the management and administration of business activities, in the recording of accounting books, financial statements, supervision of the observance of state policy documents, processes, regulations and internal regulations of the company, etc. supervise the promulgation, amendment and supplementation of the company's regulations; supervise information disclosure activities in a timely and complete manner as prescribed.

The Audit Board supervises the management of books and documents related to shareholders, ensuring the legitimate interests of shareholders; at the same time, supervise the participation of shareholders in contributing opinions, questioning, and requesting information in accordance with regulations.

4. Coordination between the Audit Committee on the activities of the Board of Directors, the Board of Directors and other managers

- The coordination between the Audit Board and the Board of Directors is carried out regularly, the Audit Board has been created by the Board of Directors and the Board of Directors to create all favorable conditions to complete the task. Departments in the company have actively coordinated and provided full information and documents at the request of the Audit Board.

In addition to inspection and supervision activities, the Audit Board also performs the following tasks:

+ Participate in contributing opinions to the Board of Directors and the Board of Directors in the administration and implementation of the company's business tasks and objectives.

+ Independently analyze and evaluate the company's business activities; on that basis, timely opinions and recommendations, measures to rectify and overcome violations, limit risks in business activities.

+ Coordinate and direct the internal control department to carry out periodic and irregular inspection and control of professional activities at the company.

+ Participate in supervising and criticizing the company's investment projects.

+ Contribute ideas to develop and complete other operational objectives of the company.

5. Other activities of the Audit Committee: (none)

IV. Executive Board

STT

Executive Board Members

Date of birth

Qualifications

Date of appointment/dismissal

1

Trinh Viet Quan – Director

17/08/1976

Executive Management

 

Appointed from 04/07/2023

V. Chief Accountant

STT

Full name

Date of birth

Qualifications

Date of Appointment

1

Trinh Xuan Trung

13/11/1991

Accounting

Dismissal on 29/3/2024

2

Vien Ngoc Loan

1974

Accounting

Appointed on 29/3/2024

 

VI. Corporate governance training: (none)

VII. List of related persons of the public company and transactions of related persons of the Company with the Company itself:

1. List of related persons of the Company:

 

 

TT No.

Name of organization/individual

Stock trading account (if any)

Position at the Company (if any)

ID Number/ Business Registration

Date of issuance of ID card/ business registration

Place of issuance of ID card/ business registration

Address

Number of shares owned at the end of the period (CP)

Percentage of shares owned at the end of the period (%)

Notes

1

Nguyen Minh Bien

 

Chairman of the Board of Directors

 

 

 

 

 

0

 

0

Appointment from 28/04/2023

2

Le Quang Liem

 

Independent members of the Board of Directors do not participate in the administration

 

 

 

 

0

0

Appointment from 29/04/2022

3

Le Duc Trung

 

Independent members of the Board of Directors do not participate in the administration

 

 

 

 

0

0

Appointment from 29/04/2022

4

Nguyen Thi Ngoc Lan

 

Member of the Board of Directors

 

 

 

 

0

0

Appointment from 29/04/2022

5

Trinh Viet Quan

 

Company Director

 

 

 

 

0

0

Appointed from 04/07/2023

6

Trinh Xuan Trung

 

Chief Accountant

 

 

 

 

0

0

Dismissal from office from 29/03/2024

7

Vien Ngoc Loan

 

Chief Accountant

 

 

 

 

0

0

Appointment from 29/03/2024

8

Tran Ngoc Anh

 

Auditor, in charge of corporate governance

 

 

 

 

0

0

 

 

2. Transactions between the company and related persons of the company; or between the company and major shareholders, insiders, related persons of insiders: (None)

 

3. Transactions between internal persons of listed companies, related persons of internal persons and subsidiaries and companies controlled by listed companies: (None)

 

4. Transactions between the company and other subjects: (None)

4.1. Transactions between the company and the company operated by a member of the Board of Directors, a member of the Supervisory Board, a Director (General Director) who has been a founding member or a member of the Board of Directors, the Director (General Director) in the past three (03) years (calculated at the time of making the report)

4.2. Transactions between companies in which related persons of members of the Board of Directors, members of the Supervisory Board, Directors (General Directors) are members of the Board of Directors, Directors (General Directors)

4.3. Other transactions of the company (if any) that may bring material or immaterial benefits to members of the Board of Directors, members of the Supervisory Board, Directors (General Directors)

 

VIII. Stock trading of insiders and related persons of insiders:

1. List of insiders and related persons of insiders

 

 

TT No.

Name of organization/individual

Stock trading account (if any)

Position at the Company (if any)

ID Number/ Business Registration

Date of issuance of ID card/ business registration

Place of issuance of ID card/ business registration

Address

Number of shares owned at the end of the period (CP)

Percentage of shares owned at the end of the period (%)

Notes

1

Nguyen Minh Bien

 

Chairman of the Board of Directors

 

 

 

 

 

0

 

0

Appointment from 28/04/2023

1.1

Nguyen Khac Phi

 

 

 

 

 

 

0

0

Father

1.2

Nguyen Thi Nga

 

 

 

 

 

 

0

0

Native

1.3

Nguyen Chi Linh

 

 

 

 

 

 

713.200

5,93%

Brother

1.4

Nguyen Khac Anh

 

 

 

 

 

 

0

0

Younger siblings

1.5

Nghiem Thi Lan

 

 

 

 

 

 

0

0

Wife

1.6

Nguyen Khac Minh

 

 

 

 

 

 

0

0

Child

1.7

Nguyen Khac Quang

 

 

 

 

 

 

0

0

Child

1.8

Phan Thi Hai Yen

 

 

 

 

 

 

0

0

Sister-in-law

2

Le Quang Liem

 

Independent members of the Board of Directors do not participate in the administration

 

 

 

 

0

0

Appointment from 29/04/2022

2.1

Le Quang Triem

 

 

 

 

 

 

0

0

Father

2.2

Tran Thi Kim Chi

 

 

 

 

 

 

0

0

Mother

2.3

Le Kim Ngan

 

 

 

 

 

 

0

0

Sister

2.4

Le Quang Thi

 

 

 

 

 

 

0

0

Brother

2.5

Nguyen Thi Hong Lam

 

 

 

 

 

 

0

0

Wife

3

Le Duc Trung

 

Independent members of the Board of Directors do not participate in the administration

 

 

 

 

0

0

Appointment from 29/04/2022

3.1

Le Duc Tranh

 

 

 

 

 

 

0

0

Father

3.2

Bui Thi Mien

 

 

 

 

 

 

0

0

Mother

3.3

Le Thi Tu

 

 

 

 

 

 

0

0

Sister

3.4

Le Thi Phu Khanh

 

 

 

 

 

 

0

0

Sister

3.5

Lam Thi Ngoc Trang

 

 

 

 

 

 

0

0

Wife

3.6

Le Ngoc Thanh Truc

 

 

 

 

 

 

0

0

Children (children who do not have CCCD)

3.7

Le Ngoc Thao Trinh

 

 

 

 

 

 

0

0

Children (children who do not have CCCD)

3.8

Pham Thi Ngoc

 

 

 

 

 

 

0

0

Mother-in-law

3.9

Bui Phong Nguyen

 

 

 

 

 

 

0

0

Brother-in-law

3.10

Nguyen Van Phat

 

 

 

 

 

 

0

0

Brother-in-law

4

Nguyen Thi Ngoc Lan

 

Member of the Board of Directors

 

 

 

 

0

0

Appointment from 29/04/2022

4.1

Tran Thi Chau

 

 

 

 

 

 

0

0

Mother

4.2

Nguyen Manh Chuong

 

 

 

 

 

 

0

0

Brother

4.3

Nguyen Hong Quang

 

 

 

 

 

 

0

0

Brother

4.4

Ngo Hai Yen

 

 

 

 

 

 

0

0

Sister-in-law

4.5

Dinh Thi Ngoc Quyen

 

 

 

 

 

 

0

0

Sister-in-law

5

Trinh Viet Quan

 

Company Director

 

 

 

 

0

0

Appointed from 04/07/2023

5.1

Trinh Minh Chieu

 

 

 

 

 

 

0

0

Father

5.2

Ngo Thi Nga

 

 

 

 

 

 

0

0

Native

5.3

Trinh Huong Lan

 

 

 

 

 

 

0

0

Siblings

5.4

Trinh Kieu Ngan

 

 

 

 

 

 

0

0

Siblings

5.5

Luu Thi Thu Huong

 

 

 

 

 

 

0

0

Wife

5.6

Trinh Viet Anh

 

 

 

 

 

 

0

0

Biological children

5.7

Trinh Viet Dung

 

 

 

 

 

 

0

0

Biological children

5.8

Liu Yongqiang

 

 

 

 

 

 

0

0

Father-in-law

5.9

Dang Thi Ha

 

 

 

 

 

 

0

0

Mother-in-law

5.10

Dinh Doan Hung

 

 

 

 

 

 

0

0

Brother-in-law

6

Trinh Xuan Trung

 

Chief Accountant

 

 

 

 

0

0

Dismissal from office from 29/03/2024

6.1

Trinh Xuan Hung

 

 

 

 

 

 

0

0

Father

6.2

Pham Thi Tinh

 

 

 

 

 

 

0

0

Mother

6.3

Trinh Xuan Toan

 

 

 

 

 

 

0

0

Brother

6.4

Nguyen Thi Thuy

 

 

 

 

 

 

0

0

Wife

6.5

Trinh Bich Ngoc

 

 

 

 

 

 

0

0

Daughter

6.6

Trinh Bao Chau

 

 

 

 

 

 

0

0

Daughter

7

Vien Ngoc Loan

 

Chief Accountant

 

 

 

 

0

0

Appointment from 29/03/2024

7.1

Yuan Van Danh

 

 

 

 

 

 

0

0

Father

7.2

Vien Ngoc Tai

 

 

 

 

 

 

0

0

Brother

7.3

Vien Ngoc Long

 

 

 

 

 

 

0

0

Younger siblings

7.4

Duong Van Tien

 

 

 

 

 

 

0

0

Biological children

7.5

Duong Ngoc Thao My

 

 

 

 

 

 

0

0

Biological children

8

Tran Ngoc Anh

 

Auditor, in charge of corporate governance

 

 

 

 

0

0

 

8.1

Tran Ngoc Thong

 

 

 

 

 

 

0

0

Father

8.2

Phan Thi Dung

 

 

 

 

 

 

0

0

Mother

8.3

Tran Thi Van Anh

 

 

 

 

 

 

0

0

Younger sibling

8.4

Tran Thi Hoai Anh

 

 

 

 

 

 

0

0

Younger sibling

8.5

Tran Thi Nhu Anh

 

 

 

 

 

 

0

0

Younger sibling

8.6

Nguyen Thi Cam Thuyen

 

 

 

 

 

 

0

0

Wife

8.7

Tran Khanh Nhu

 

 

 

 

 

 

0

0

Child

8.8

Tran Khanh Ngan

 

 

 

 

 

 

0

0

Children (children who do not have CCCD)

8.9

Tran Anh Khoi

 

 

 

 

 

 

0

0

Children (children who do not have CCCD)

8.10

Tran Anh Trien

 

 

 

 

 

 

0

0

Children (children who do not have CCCD)

8.11

Nguyen Van Ngoan

 

 

 

 

 

 

0

0

Father-in-law

8.12

Doan Thi My Trang

 

 

 

 

 

 

0

0

Mother-in-law

 

2. Transactions of insiders and related persons with respect to the company's shares: (none)

 

IX. Other issues to note (none)

 

Recipient:

- The State Securities Commission;

- Hanoi Stock Exchange;

- Members of the Board of Directors of the Company;

- The Board of Directors of the Company;

- Secretary Liu; Company Vp.

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