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Nền kinh tế nước ta ngày càng phát triển, đặc biệt sau khi gia nhập WTO, thị trường càng trở nên cạnh tranh. Với xu hướng cổ phần hóa ngày càng chiếm ưu thế, không chỉ các chuyên gia mà người dân cũng có thể đầu tư vào bất kỳ công ty cổ phần nào, đặc biệt là sau khi thị trường chứng khoán trở nên phổ biến. Chỉ khi hoạt động hiệu quả, các công ty mới có thể nhận được nhiều khoản đầu tư. Do đó, chỉ những nhà đầu tư khôn ngoan mới biết nên đầu tư vào đâu để sinh lời và tránh rủi ro . Bài báo cáo này sẽ xem xét để xác định, phân tích một cách có hệ thống các tình huống kinh doanh thực tế và thực tiễn trong quản trị công ty của Tập đoàn Hoa Sen và Pomina.
HO CHI MINH CITY UNIVERSITY OF TECHNOLOGY INDUSTRIAL MANAGEMENT -o0o - REPORT: BUSINESS ECONOMICS Hoa Sen Group & Pomina Company Analysis By: HCMC, May 10, 2019 Contents Introduction Corporate structure Ownership structure .6 Ownership concentration .8 Board of Directors evaluation 10 Corporate Governance evaluation .12 References 15 Introduction The economy of our country is growing, especially after joining WTO, market becomes more competitive With the increasingly dominant trend of equitization, not only experts but also citizens can invest in any joint stock company especially after the stock market becomes popular Only when working effectively, companies can get many investments As the result, should only wise investors know where to invest in order to make profits and avoid risks that is so-called the governance of the company This paper will examine to systematically identify, analyze real business case and the corporate governance practices of Hoa Sen Group and Pomina Corporate structure Hoa Sen Group: Hoa Sen group have an administrative-functional structure which is the combination between administrative structure and functional structure so is has both advantages of the models The BODs is the highest level of leader whose the connection between them and the subordinates (such as BOM, CEO) is a straight line All the functional roles only have to the tasks which is supervised and commanded by administrative roles The advantages of applying this model is that it will attract the professional to solve the problems so that the workload of the manager will be lower But on the other hand, this model requires a massive organizational structure because it needs a lot of different functional unit to be specified on certain fields The outcome of this is the awful communication between the lines and it also create many conflicts within the organization The decision will sometimes be delayed due to this model too Pomina: Organizational structure with medium and large scale of Pomina: The model has one Director, two Vice Director and eight functional unit, their duty are: + Manufacture unit: have responsibility in creating and crafting steel from raw material into final products + Technological unit: Maintaining all the machines and devices in the company + Business strategic unit: Provide + Financial Accounting unit: Control and calculate all flows of cash in and out the company + Others unit: Prepare decision on demand request Supervise and instruct factories, manufacture unit Ownership structure Hoa Sen Group: Hoa Sen group ownership structure also have mains equities In this case, Domestic individuals have the largest share with 44.26 percent nearly doubled Domestic institution with 27.35 percent Foreign shareholders of Hoa Sen group take up to 17.26 percent, quite larger compare to Pomina One of the unique of Hoa Sen group is that the Internal shareholders make up 11.1 percent, since employees are the most important assets of the company, owning a share of company will help boost their performance because they also put their money into the company Although Treasury stock has a part of 0.05 percent, their affection on Hoa Sen is very little Pomina: The ownership structure of Pomina includes five mains equities with diver ratio Pomina is a domestic institutional company due to the fact that its domestic institution makes up the largest part with 64.7 percent, which mean the company is governed by the government to help accommodate the market alongside with doing business Domestic Individuals also have a great percentage with 28.29 percent Foreign institution and Foreign individual only take 6.27 percent and 0.6 percent because it is not the strategy of the company to get foreign investment Treasury stock also play a role with 0.14 percent Both companies have a great amount of investment from either domestic institution or domestic individuals Pomina have a very low foreign investment with total of 6.87 percent On the other hand, Hoa Sen group have 17.26 percent from foreign shareholders Internal shareholders of Hoa Sen make up a considerable amount with 11.1 percent Ownership concentration Hoa Sen Group: (Source: http://s.cafef.vn/hose/hsg-cong-ty-co-phan-tap-doan-hoa-sen.chn) Hoa Sen Group is a centralized ownership structure, both ownership and control of the company focus on the hands of some individuals, management, or lending institutions such as Hoa Sen Investment Group, Lotus Travel and Investment, Le Phuoc Vu, Beira Limited, Tundra VietNam Fund which account for 24,33%, 20,26%, 11,74%, 4,52%, 3,5% respectively The average holding rate of 10 largest shareholders in the company is 73,9% and of the largest shareholders is 64,35% The shareholder structure of HSG is quite concentrated when Mr Le Phuoc Vuthe Chairman of the Board (cum General director) holds nearly 50% of the shares In the HSG, the conflict between the Board of Directors and Board of Management will be minimized The small shareholders can be assured because the Board of Directors’ responsibilities are directly linked to their interests Pomina: (Source: http://s.cafef.vn/hose/POM-cong-ty-co-phan-thep-pomina.chn) According to the table, Pomina firm is centralized structure ownership because the ten largest shareholders rate is 77.47% which belongs to Do’s family Founding shareholders are also POM's largest shareholder, Viet Steel Co., Ltd owns more than 50% of POM's shares The Board of Directors and the board of management also own approximately 16% of POM shares, so the number of shares belonging to shareholders outside the enterprise only accounts for about 9% it can be seen that the power in operating the company is in the hands of founding shareholders and a few other individual shareholders The shareholders outside as well as Foreign owners will not really have the right to decide to operate of the company Board of Directors evaluation Hoa Sen Group: Mr Le Phuoc Vu: 2001 - 10/2006: Founder - Chairman and CEO of Hoa Sen Joint Stock Company In August 2001, Le Phuoc Vu established Hoa Sen Joint Stock Company with an initial capital of VND 30 billion, with only 22 employees Under the ingenious leadership and the right development strategy, Hoa Sen has grown steadily from a small company Currently, Hoa Sen Group has chartered capital of VND 1,008 billion, accounting for 34% of the market share in 2010 Current position: Chairman of BOD of Hoa Sen Group Mr Tran Ngoc Chu: Executive Vice Chairman; 2nd Legal representative Mr Tran Quoc Tri: Executive Member of BOD Cum General Director 10 Mr Ly Xuan Van: Non-Executive Member of BOD Mr Dinh Viet Duy: Independent Member of BOD Mr Nguyen Van Luan: Independent Member of BOD The Hoa Sen Group’ s BODs are experienced, qualified and enthusiastic people to the company This is a guarantee factor for shareholders’ benefits Pomina: Mr Do Xuan Chieu: The Chairman of Board of Directors Mr Do Tien Si: Executive Vice Chairman Cum General Director (the younger brother of Do Xuan Chieu) Mr Do Van Khanh: Member of BOD (the younger brother of Do Xuan Chieu) Mr Do Duy Thai: Member of BOD (the older brother of Do Xuan Chieu) Ms Do Thi Kim Cuc: Member of BOD (the younger sister of Do Xuan Chieu) Ms Vo Thi Thu Hien: Member of BOD We realize that power is not only focused on the Board of Directors, but it is also directly attached to the units closely related to POM The members of the BOD of the company have close relationships when they are members of a family If there is a conflict of interest among shareholder groups, small shareholders will be more vulnerable when power is largely in the hands of some individuals Corporate Governance evaluation Hoa Sen Group- Administration instability: In addition to the uncertainty about the financial situation, another issue that concerns investors about HSG at the moment is the problems in corporate governance 11 when the company continuously appears transactions with stakeholders In the first quarters of 2018, HSG has traded goods with Hoa Sen Investment Group Co., Ltd more than VND 1,355 billion However, the figures in the financial statements often not show the details of how these goods transactions are? Some investors are skeptical that, in the 2017 Audited Financial Statements, HSG would have to explain the amount of inventory used to mortgage bank loans HSG sells goods to Hoa Sen Investment, then buys its own products from Hoa Sen Investment In fact, buying and selling goods with the same unit will increase revenue and profit for businesses, but in fact, this money is all left in inventory? These problems repeated many times, causing investors to lose confidence in the leadership team According to OECD, the BOD’s responsibility is to provide full, credible, careful information, and work for the highest benefit of the firm and shareholders It is important that board meetings are organized periodically so that shareholders can know and control the company’s overall situation, strategy and policy Besides, transparency is important to motivate shareholders trust Financial records, earning reports and other reports should all be clear and credible, which helps the company prevent corporate scandals as well as improve a company’s image in the eyes of shareholders and debtholders Pomina- Challenge decision of Mr Do Duy Thai- Chairman of Vietnam Steel Limited Company, which owns nearly 62% of Pomina (POM): Do Duy Thai's ambition to build the largest steel mill and rolling mill in Southeast Asia has become a reality However, his achievements are being challenged when Vietnam's economy is still in a state of injury, not showing signs of recovery 12 In October 2009, the largest steel mill project in Vietnam with a capacity of million tons / year, located in Phu My Industrial Park, Ba Ria - Vung Tau was started with a total investment of more than 300 million USD This is the 3rd steel plant by Pomina Steel Joint Stock Company as an investor Commenting on Pomina's investment at that time, some people said that it was a rather risky decision but only Mr Do Duy Thai, who was too passionate about building a steel brand for Vietnamese, dared to it Do Duy Thai is the Chairman of Vietnam Steel Limited Company, which owns nearly 62% of Pomina (POM) In addition to the shares of the Do family, Mr Thai is directly and indirectly holding nearly 90% of POM shares The consolidated financial statements of Pomina in 2012 showed that million ton steel billet factory operating from June 2012 only ran 40% of capacity, while interest expenses (mainly borrowed for housing investment) Pomina 3) up to 273 billion We can see that the minority of shareholders just nearly 10%, the fairness between the BoD and shareholders will not divide equally It is difficult for them to participate in important decisions of the firm According to Article 79 of the 2005 Enterprise Law, shareholders of joint stock companies have the right to attend and speak in the General Meeting of Shareholders and exercise the right to vote directly or through an authorized representative In addition, under Clause 2, Article 96 of this Law, the General Meeting of Shareholders has the right to review and handle violations of the Board of Directors and the Supervisory Board, causing damage to the company and its shareholders Thus, standing at the legal perspective, small shareholders no matter how many shares are still 13 entitled to speak at the meeting At many congresses, for reasons of limited time, the company's executive board does not allow shareholders to speak directly but send questions to the Chairman's table In conclusion, in order to attract more investors, good compliance with information disclosure regulations, openness and transparency, with respect to shareholders' respect is a necessary condition that any business must follow References OECD (1999, 2004), Principles of Corporate Governance, Paris: OECD General introduction, hoasengroup.vn ,from: 14 Thong tin giao dich, Cơng ty Cổ phần Tập đồn Hoa Sen (HOSE), Cafef.vn, viewed May 2019, from: HO SO DOANH NHAN LE PHUOC VU, cafeland.vn, 9th October 2012, from Công ty TNHH Thép Pomina, cafeland.vn, viewed from:< https://cafeland.vn/danhba/vat-lieu-xay-dung/cong-ty-tnhh-thep-pomina-123.html> HSG-Báo cáo tình hình quản trị tháng đầu năm 2018, hoasengroup.vn, 12th July,2018, from:< https://hoasengroup.vn/vi/bai-viet/hsgbao-cao-tinh-hinh-quan-tri-6-thang-daunam-2018/7978> 15 ... systematically identify, analyze real business case and the corporate governance practices of Hoa Sen Group and Pomina Corporate structure Hoa Sen Group: Hoa Sen group have an administrative-functional... https://cafeland.vn/danhba/vat-lieu-xay-dung/cong-ty-tnhh-thep -pomina- 123.html> HSG -Báo cáo tình hình quản trị tháng đầu năm 2018, hoasengroup.vn, 12th July,2018, from:< https://hoasengroup.vn/vi/bai-viet/hsgbao-cao-tinh-hinh-quan-tri-6-thang-daunam-2018/7978>... Directors evaluation Hoa Sen Group: Mr Le Phuoc Vu: 2001 - 10/2006: Founder - Chairman and CEO of Hoa Sen Joint Stock Company In August 2001, Le Phuoc Vu established Hoa Sen Joint Stock Company