tiểu luận môn học điều hành công ty cổ phần và đạo đức trong tài chính

2.History of formation and development Loc Troi Group, formerly known as An Giang Plant Protection Joint Stock Company,was established in 1993 and in 2015, it officially changed its name

ĐẠI HỌC UEH TRƯỜNG KINH DOANH KHOA TÀI CHÍNH

TIỂU LUẬN

Môn học: Điều hành công ty cổ phần và Đạo đức trong tài chính

Giảng viên: Nguyễn Thị Hồng Nhâm

Mã lớp học phần: 23C1FIN50510401Sinh viên: Trương Đông NghiKhóa – Lớp: K47-DH47FNC04MSSV: 31211025922

TP Hồ Chí Minh, ngày 19 tháng 12 năm 2023

Option 3: Essay using data to analyze a real company (Live Case Study) Each individualchooses 01 listed JSC in Vietnam and applies the knowledge learned in mandatorychapters 3,4,5 (the academy chooses two of these three chapters) and 01 chapter amongthe remaining chapters, performing Analyze and evaluate the quality of that company'smanagement control environment Make recommendations.

I Overview of Loc Troi Group

1. General information about the company

Company name: LOC TROI GROUP JOINT STOCK COMPANY

Date of establishment: November 30, 1993

Stock code: LTG

Charter capital: 805,993,400,000 VND

Owner's investment capital: 3,152,394,811,339 VND

Volume of listed shares: 100,741,465 shares

Volume of outstanding shares: 100,741,465 shares

Head office: 23 Ha Hoang Ho, My Xuyen ward, Long Xuyen city, An Giang province

2. History of formation and development

Loc Troi Group, formerly known as An Giang Plant Protection Joint Stock Company,was established in 1993 and in 2015, it officially changed its name to Loc Troi GroupJoint Stock Company The main business is producing and trading pesticides, nutritionalproducts, rice, food, research and seed production, providing agricultural services,producing paper and packaging for agricultural products With a leading position in theagricultural industry in Vietnam, Loc Troi Group has a long history of formation:1993: Established An Giang Plant Protection Services Company (“AGPPS”) establishedunder Decision No 556/QD.UB of the People's Committee of An Giang province, with acharter capital of 750 million VND and 23 employees, operating in the field of plantprotection drug supply

1996: An Giang Plant Protection Services Company (“AGPPS”) officially entered theseed business with the establishment of a seed research and production center Also in

this year, the Company invested in building two agricultural chemical factories, ChauThanh and Le Minh Xuan, with a total capacity of over 5,000 tons per year.

In 2000: The company was honored to be awarded the title Hero of Labor by the State forspecial and outstanding achievements in production and social activities

2004: After long and sustainable progress, An Giang Plant Protection Services Companywas equitized and officially changed its name to An Giang Plant Protection Joint StockCompany, at the same time increasing its charter capital company to 150 billion VND

In 2006: The company began building a 3-team force and implemented a major program

"Going to the fields with farmers", creating a leap in access to modern farmingtechniques for farmers nationwide From 12 member engineers, this program has nowgrown to nearly 1,300 engineers going to the fields with farmers

2009: The company established branches and agricultural consulting points of 3engineers operating together and increased the company's charter capital to 270 billionVND

In 2010, the Company established AGPPCam Company Limited, increasing its chartercapital to 621 billion VND Besides, the company's Food industry was officially launchedwith the first large sample fields built throughout the Mekong Delta

2011: The company's first rice milling factory went into operation to sell products tofarmers To date, the Company has 5 factories located in the Mekong Delta, with factorycapacity reaching 200,000 tons/year, gradually turning rice into an important coreindustry in addition to the group's traditional industries are plant varieties and pesticides.2012: AGPPS put into operation Dinh Thanh Agricultural Research Center, the firstlarge-scale agricultural research center under a private company and currently hasextensive strategic cooperation relationships and closely with many international anddomestic corporations, institutes and schools, in the field of agriculture

2014: The company increased its charter capital to 652 billion VND through the issuance

of shares to farmers and agents - as a commitment to the company's long-term,sustainable attachment to agriculture and people Vietnamese farmers

2015 Marked an important milestone when An Giang Plant Protection Joint StockCompany officially changed its name to Loc Troi Group Joint Stock Company andincreased its charter capital to 672 billion VND, starting a historic transformation with afocus on serving farmers through the strategy of building a sustainable agricultural valuechain.

2017: Loc Troi Group was honored to be awarded the title of National Brand for theperiod 2016-2018, recognized as one of 12 typical enterprises celebrating 30 years ofinnovation in the country On July 24, 2017, Loc Troi Group officially registered to trade67.16 million LTG shares on the UPCOM exchange, becoming the largest agriculturalcompany on the stock market

2018: Loc Troi Group was honored to be awarded the title of National Brand for theperiod 2018-2020

2019: The Group built a Mission-Vision to position itself as a leading agricultural servicegroup with leading agricultural product brands, serving agriculture, improving the quality

of life and position of farmers people, contributing to building livable rural areas LocTroi sets out a comprehensive restructuring plan In the field of research and development

of agricultural services, the Group deploys unmanned aircraft services ("Drones") in crophandling and deployment of sustainable farming material areas achieving 100 SRP points

in An Giang Giang and Dong Thap, is the first enterprise to become the first company inthe world to achieve 100 absolute points for the rice cultivation process according to SRPstandards

2020: The company begins to deploy the overall enterprise resource system ERP SAPS/4HANA, expected to operate phase 1 in the first quarter of 2021 and phase 2 in thefourth quarter of 2021 to establish a management system Unify the group andstandardize business processes according to international standards Loc Troi Group usesERP to integrate with applications and high-tech technology to manage detailed andaccurate investment activities in farmers, planting and care activities according to qualityand safety procedures full Harvesting of seasonal products and product traceability,geographical indications according to QR Code, and at the same time, initial application

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of the International Accounting Standards system (IFRS) This is one of the importantsteps in digital transformation of Loc Troi Group.

In 2020, the Company also implemented a demonstration of spraying pesticides andfertilizers in all provinces in 3 regions of the country, and at the same time coordinatedwith An Giang province to build a new type of cooperative chain with the goal ofsustainable and stable agricultural development, making An Giang an important link inVietnam's agricultural supply chain 2020 is also an important year for the Group,marking important achievements in the process of constantly cultivating scientificresearch capacity and applying science to production: For the first time, Loc Troi hasexported Exporting fragrant rice shipments to Europe under the Vietnam-EU Free TradeAgreement (EVFTA)

In May 2020, the BOARD OF DIRECTORS appointed Mr Nguyen Duy Thuan asGeneral Director of Loc Troi Group, from here starting a new development phase of thegroup

2021: Revenue exceeds 10,000 billion VND Together with farmers to successfullyovercome the difficulties of the Covid-19 pandemic, establishing 2 risk reserve funds foremployees and farmers

2022: Sign a cooperation agreement to build high-quality rice material areas in An Giangand Kien Giang Continue to maintain the achievement of 100 SRP points for 3consecutive years First time exporting rice under the RICE brandVIETNAM RICEenters European supermarket systems

3. Value Chain

Loc Troi Group is currently a pioneering enterprise in building a sustainable agriculturalvalue chain in Vietnam With efforts in developing scientific research, plant varietyquality control, vegetation protection, bio-organic fertilizer development, sustainablefood production and packaging production and supply Environmental friendliness Meet

5 strong development goals: protecting the environment, providing nutritious plantvarieties, controlling raw material purchasing and processing areas, ensuring fertilizer

transportation and processing cycles, and meeting consumption, export and distributionneeds to the market.

Scientific research: Loc Troi Group stands side by side and accompanies farmers to make

a difference for Vietnamese agricultural products

Plant varieties: Loc Troi Group provides quality seed products to people including rice,hybrid corn and vegetables

Plant protection: Maintaining the plant protection drug business, providingcomprehensive solutions for farmers in protecting crops and ensuring productivity.Bio-organic fertilizer: Pioneer in the production of bio-organic fertilizers andpreparations to serve agricultural production in Vietnam

Food: Ngoc Troi Rice is produced from sustainable raw material areas, traceable toorigin, safe and received the title of Top 3 Best Rice in the world

Packaging: Production and supply of Carton packaging and PP woven fiber bags thatmeet export standards with a quality management system according to ISO 9001:2008

4. Scale of operations

Regarding market position, LTG is currently the largest pesticide supplier in the countrywith a market share of 20% LTG is also a rice production and distribution enterprisewith the largest closed value chain in Vietnam

Loc Troi Group also provides products, services and agricultural farming solutions acrossthe country and Cambodia, with a focus on the Mekong Delta Loc Troi is closely linkedwith the provinces of An Giang, Kien Giang, Dong Thap, Long An, Bac Lieu, Soc Trang,and Ca Mau to organize many rice and sticky rice material areas to supply to thedomestic and consumer markets Supplying exports to more than 40 markets around theworld Loc Troi also has many domestic and international scientific research partners

5. Organizational structure and management apparatus

Governance model: General Meeting of Shareholders, Board of Directors, SupervisoryBoard and General Director

Management structure:

General Meeting of Shareholders: is the company's highest decision-making body,including all shareholders with voting rights, meeting at least once a year The GeneralMeeting of Shareholders decides on issues prescribed by law and the Company's Charter.The General Meeting of Shareholders approves the company's annual financial report andbusiness plan for the following year, elects, dismisses and dismisses members of theBoard of Directors, members of the Company's Supervisory Board,

Board of Directors: is the company's management agency, has full authority on behalf ofthe company to decide to exercise the rights and obligations of the company, except forissues falling under the authority of the General Meeting of Shareholders

Control Board: is an agency directly under the General Meeting of Shareholders, elected

by the General Meeting of Shareholders The Supervisory Board operates independently

of the board of directors and the executive board, and is responsible for controlling allaspects of management and production and business operations of the company.General Director: The General Director is appointed by the Board of Directors, directlymanages the Company's daily activities and is responsible to the Board of Directors

Leadership team:

6. Shareholder structure, change in owner's investment capital

As of December 31, 2022, Loc Troi Group currently has 5,126 shareholders with anumber of shares of 80,593,340 shares and a foreign ownership ratio of 39.84%.The specific distribution shareholder structure is as follows:

ratio (%)

2.a Institutional shareholders 54,747,764 67.93

2.b Individual shareholders 25,845,576 32.07

4.b Shareholders are not state

shareholders

From the shareholder structure distribution table, Loc Troi Group receives investmentallocation from many different sources, diversifying funding sources from largeshareholders to small shareholders Received funding from foreign shareholders, as well

as being funded by state shareholders The balance between funding sources proves thatLoc Troi Group has good operating efficiency to be able to attract funding from manydifferent sources

7. Financial situation

down

A company specializing in agricultural business, providing food protection drugs, plantseeds and producing and exporting agricultural products Loc Troi always holds a leadingposition in the industry In 2022, growth in revenue, total assets, pre-tax profit and equitywill be recorded During the year, no shares were issued, so there was no change in theproportion of equity capital Although Profit after tax recorded a slight decreasecompared to the previous year, it may come from a decrease in profit margin, caused byclimate change, infectious diseases, etc.

8. Oriented development

Loc Troi Group's long-term goal is to become the leading agricultural service group inSoutheast Asia Currently, through connecting and operating a sustainable agriculturalecosystem, it partly helps businesses get closer to realizing their goals Not only that,LTG also builds close links with farmers through cooperatives to organize large-scaleagricultural production with strict processes, applying scientific and technical advances ,providing cooperatives with necessary agricultural supplies and services, deployingsynchronous mechanization and high-tech equipment, organizing harvesting,transportation, processing and storage according to strict standards Khe, to meet qualityrequirements, food safety and ensure traceability when agricultural products are exported

to world markets

Loc Troi Group always prioritizes realizing its commitment to "Developing sustainablywith farmers" and fulfilling its responsibility as a good corporate citizen in thecommunity Identify 4 sustainable development themes and develop activity programsincluding: Sustainable agricultural economic development, rural environmentalprotection, agricultural production in a favorable direction, adapting to changes in climatechange and carrying out community responsibility activities

II Analyze and evaluate the company's management activities

a Analysis based on the Duties and Liabilities of the Board of Directors

1. The art of management of the leadership team

Before the current General Director Mr Nguyen Duy Thuan has run the company from

2020 to present Before, The Chairman of the Board of Directors is Mr Huynh Van Thonhas held the position of General Director of the enterprise With this change in leadership,the company is welcoming a new era of change with different directions and visions inbusiness and operations but at the same time still focusing on the mission of creatingsustainable agriculture solid

In terms of human resource management, Loc Troi Group has been maintaining policies

in resource management, approved and implemented by the Board of Directors foremployees in the company The number of officers and employees of the Company as ofDecember 31, 2022 is 971 people The number of employees of the Company and itssubsidiaries is 3,206 people

The company fully implements policies for employees Each policy item proposed by theboard of directors helps protect the rights of employees and provides an ideal workingenvironment Helps retain key officials and employees effectively

Salary policy: Salary policy is always improved to create conditions for employees to feelsecure, stay long-term, and maintain the company's corporate culture

Career policy: The Group creates fair career advancement opportunities for all subjects,established by a clear and specific plan for using human resources

Welfare policy: Fully meet the benefits prescribed by law for employees

Training policy: All employees have the opportunity to attend professional trainingclasses according to specific needs, consistent with the nature of the job The Group alsoencourages employees to learn from each other during their work and continuouslyimprove

Understand the importance of human resources in developing the value of a business LocTroi Group's Board of Directors has perfected ensuring a healthy and secure working

environment for employees Meet promotion opportunities and reasonable compensationneeds for employees Fulfill responsibilities in resource management.

2. Responsibilities of the Board of Directors in corporate governance

In Chapter 3- Board of Directors: Duties and Liabilities (Corporate Governance Matters)mentions the definition “The corporate governance framework should ensure the strategicguidance of the company, the effective monitoring of management by the board, and theboard's accountability to the company and the shareholders” This also means that therole of the board of directors in running the company is to perform well the two functions

of advisory and oversight Accordingly, in the consulting function, the board of directors

is required to act as a consultant to the board of directors on the strategic direction andoperations of the company Decisions that balance risk and return are emphasized Boardmembers must be selected fairly based on their skills and expertise to achieve optimalstrategic consultation and enhance company value

At Loc Troi Group, the company has built a board of directors sufficient to complete theconsulting function With the Chairman of the Board of Directors, Mr Huynh Van Thon,who has all the necessary elements of knowledge and experience He has been with LocTroi Group since 1995, ensuring real experience in the agricultural market Othermembers of the Board of Directors are Mr Philipp Rosler, former deputy prime minister

of Germany and Minister of Economy and Technology of this country in 2011-2013, Mr.Tran Thanh Hai is president of Nutifood, a company specializing in providing foodsupply and Ms Nguyen Thi Am, who has been with Loc Troi Group in the field ofCommunications since 2002 With an elected board of directors with members withextensive experience and knowledge, extensively in the field of food business Loc TroiGroup's management organization is responsible for advising the executive board on thecompany's operating policies

In particular, the Board of Directors has 2 independent members, including Dr PhilippRosler and Mr Tran Thanh Hai, who have made diverse contributions to the Group'ssustainable development orientation, including: Strategic management, connecting andadding value to the agricultural production chain, introducing high-tech agricultural