CỘNG HÒA XÃ HỘI CHỦ NGHĨA VIỆT NAM Độc lập - Tự do - Hạnh phúc Hanoi, dated 26" May 2017 DIRECTORS OF BAOVIET HOLDINGS AT THE 2017 GENERAL SHAREHOLDERS’ MEETING
Dear Honoured shareholders!
The Board of Directors (BOD) of Baoviet Holdings (BVH) would like to respecfully annouce to the General Shareholders’ Meeting (AGM) the operating performance of the BOD in 2016 and the orientation on the operation of the BOD in 2017 as follows:
I The operting performance of the BOD in 2016
I General assessment of the operation of the BOD in 2016
In 2016, upon the progree of implementing the regulations of the Enterprises
Law, the Charter of BVH and the regulation on operation of the BOD, the BOD of
BVH organised 05 (five) BOD’s meetings
The BOD’s meetings focused on solving key tasks related to the directions on the implementation of the resolutions of the 2016 AGM; constructing and implementing the business plan in 2016, 2017; directing the construction and implementation of the annual strategies according to the development strategy for the period of 2016- 2017, etc All the resolutions of the BOD agreed in the meetings were the essential orientations to assist the Board of Management (BOM) to organise the implementation of the business tasks of BVH effectively
Aside from the abover BOD’ s meetings, the BOD approved the decisions according to the method of opinion collections from BOD’ s members in writen form in order to direct, and to solve over 100 cases upon the competence of teh BOD, simultaneously directed, managed the supervision of the operation of the BOM in the implementation of the resolutions of the AGM and the BOD
2 Evaluation on the operating performance of the BOD’s members in 2016:
In 2016, the BOD’s members participated fully in the BOD’s meetings and
provided opinions in writen form regarding the issues upon the competence of the BOD’s members with the spirit of high committment in order to ultilise the leadership of each BOD’s members for the benefits of shareholders and the sustainable development of BVH
Aside from the implementation and the completion of the general responsibilities regarding the operation of the BOD, the BOD’s members completed outstandingly the assigned tasks, specifically as follows:
Trang 2- The BOD’s Chairman completed the tasks of the Chairman of the BOD as
stipulated by the Enterprises Law, the Charter of BVH and the regulation on the operation of the BOD in the construction and implementation of the annual operating plan, assignment of tasks amongst BOD’s members, organisation of
meetings, opinion collection in writen form, issuance of the resolutions, decision of
the BOD, directed, managed and supervised the Committees of the BOD and the Internal Audit Block in order to maximise the functional capability in consulting and recommending the BOD regarding the issues under the competence of the
BOD
- The executive BOD’s members contributed proactively in the process of completing the regulatory sytem on the internal corprorate governance of BVH, assisting the BOD in the management and supervision of the business management
activities, contributing to the completion of the 2016 Business plan
- BOD’s members were assigned the tasks in the fields of business operation
of BVH, the Subsidiaries of BVH directed to complete and excelled the 2016
Business plan of each units, contributing to the outstanding completion of the general business targets in 2016 of BVH
- BOD’s members as the representatives of the strategic partner i.e Sumitomo Life Company i.e SML and the State Capital Investment Corporation (SCIC) played such vital roles in promoting the partnership for business development between BVH, SML and SCIC; fostering the implementation of the Technical Support and Capability Transfer Agreement (TSCTA) between SML and
BVH
3 Inspection results on the CEO and managerial positions of BVH
In 2016, the CEO and managerial positions of BVH completed well the business management activities of BVH, specifically as follows:
- Completed and excelled the business targets in 2016 approved by the
AGM and BOD;
- Implemented effectively and in due time regarding the sub-projects of the Synergy Projet of Baoviet Finance — Insurance Corporation;
- Implemented the development strategy for the period of 2016 - 2020 of BVH and its Subsidiaries according to the orientations on the strategic development for the period of 2016 - 2020 of BVH approved by the AGM;
- Directed the proper implemenation of the decisions of the BOD and implemented effectively the key tasks approved by the BOD;
During the implement process, the BOM of BVH complied to the decentralisation of corporate governance in the Charter, the regulation on corporate governance and the internal regulations of BVH as well as the decisions of the
BOD
Trang 3- For non-executive BOD’s members, the remuneration excluding income
taxes is 17 million Dong/person/month
- For executive or standing BOD’s members in the management of the Parent company/ Subsidiaries: the salary shall be under the remuneration regime of BVH/ Subsidiaries
Regarding the operating expenses of the BOD in 2016:
To comply with the operating regulation of the BOD and the regulation on the internal expenditure of BVH
(Summary chart on the remuneration in 2016 of BOD’s members was announced at the 2016 AGM of BVH)
II Implemented results on the resolutions of the 2016 AGM
In 2016, the BOD directed to implemented fully and in-time the resolutions
of the 2016 AGM, specifically as follows:
I The BOD directed to complete the 2016 Business Plan:
In order to implement the approvals of the 2016 AGMs, the BOD focused on directing the BOD in the implementation of key solutions in order to complete the business tasks according to the resolutions of the AGM and the BOD in 2016 with the important and outstanding business performance i.e the total consolidated revenue of BVH is 25,675 billion Dong, exceeded 14.1% of the plan, increased by 23.5% compared to 2015 Total revenue of the Parent company i.e BVH is 1,400 billion Dong, completed 100.2% of the plan, increased by 6.3% compared to 2015 Profits after taxes of Parent company is 1,022 billion Dong, completed 101.7% of plan, increased by 1.9% compared to 2015 ROCC of Parent company reached
15%, increased by 0.2% of the plan i.e 14.8% With such results, BVH can ensure
the implementation of its responsibilities to the state’s budget, as well as the rights
of customers, shareholders and employees
In evaluating the business performance in 2016, BVH and its Subsidiaries
completed and excelled the business targets and implemented effectively all the set solutions Such results indicate the properity, in-time and relevance of the solutions set by the BOD and the BOD as well as presenting the committement, solidarity and effort of the Subsidiaries, employees and consulting agents throughout the system of BVH
2 The BOD improvised the funds upon the approval of the AGM and implemented the dividend payouts in the fiscal year 2015 to the shareholders right after the ending of the 2016 AGM and completed in July 2016 with the rate of 8% over share prices (800 Dong/share), equivalent to 544/38 billion Dong
3 The BOD directed the construction of the solutions on increasing charter capital via the Employee Stock Ownership Program (ESOP) according to the resolutions of the 2016 AGM
4 The BOD directed to draft and to implement the development strategy for the period of 2016-2020 of BVH and its according to the orientations on the
Trang 4strategic development in the period of 2016-2020 of BVH approved by the 2016 AGM
In evaluation of the business performance in 2016, BVH and its Subsidiaries
strived to complete the business targets and implemented effectively the assigned
solutions Such results emphasizes the properity, in-time manner, and relevance of all solutions implemented by the BOD and the BOM, simultaneously presenting the efforts, commitment and solidarity of all Subsidiaries, employees and agents throughout the system of BVH
III Report on the corporate governance of BVH in 2016
In realisation of the importance of corporate governance, the BOD emphasised the improvement of corporate governance as the key content in orienting the strategies of BVH in order to construct such a strong corporate governance system based upon the application of the best International practices, in cooperation with the accumulated strength of all sources throughout the system in order to supervise, inspect the activities of the corporate in such responsible, transparent and effective manners
In 2016, the BOD’s members, SB, CEO and the managerial positions as well as the Corporate Secretary Division participated in the training sections, forums and discussion regarding the corporate governance, proactively used the tools from the ASEAN Corporate Governance Scorecard in order to improve the standards, and practicality of the corporate governance of BVH
The report on the corporate governance of BVH in 2016 was disclosed fully, in due time to the SCC and HOSE The detailed contents of the report on the corporate governance in 2016 have also been disclosed in the 2016 Annual Report
of BVH
IV Operating Plan of the BOD in 2017
2017 is the vital year to implement the strategic development for the period of 2016 — 2020 with the vision “Maintaining the leading Finance-Insurance Corporateion in Vietnam, improving the competitiveness, strong financial capability as well as the sustainable and effective growth” In order to meet such objectives, the BOD agreed on the key indicators in the 2017 Business Plan of the Parent Company i.e BVH projecting to submit to the AGM as follows:
- Total revenue: 1,533 billion Dong;
- Profits after taxes: 1,025 billion Dong;
- ROCC of BVH : 15.1% (calculated upon the charter capital of 6,804.7 billion Dong)
In 2017, the BOD continue to maintain the regular meeting regime every
Quarter accordingly and to organise the meeting upon the opinion collection in
Trang 5continue to foster the roles of the Committees of the BOD in the consultancy to the BOD reated to the senior HR, strategic business and the investment activities, strengthening the supervision and inspection via the internal auditing activities,
risk management, compliance in order to improve the efficiency of the business
activities and capital reservation
With the message “Ready for take-off”, the BOD oriented the key tasks for implementation in 2017 specifically as follows:
First, to implement the resolutions of the 2017 AGM, focusing on the completion of the 2017 Business plan as well as closely following the strategic development for the period of 2016 — 2020 via the implementation of key tasks throughout the system
Second, continue to foster the foundation set after the equitilisation,
focusing on the following issues: (i) Strengthen the investment in infrastructure and application of IT upon the International standards throughout the Group; (ii) Invest for development of HR and planning of senior HR of Baoviet, revising and constructing the remuneration and bonus regime in such relevant and competitive manners; creating such strong, sustainable corporate culture; (iii) Implement the synergy projects on marketing, branding; synergy construction of shared- headquarters in order to modernise and unify the brand image of Baoviet throughout the system
Third, strenthening the roles of the Parent Company throughout the system via: (1) Central management, coordination of sources in the Group regarding finance, HR-training, IT, branding, investment, basic construction; (ii) Strengthen the synergy of the Group in order to maximise the resources, utilising the group’s strength; (111) Foster the financial capability of the Partent company in order to implement the function in capital investment to the Subsidiaries in the traditional businesses and the potentially new business fields
Fourth, continue to improve the corporate governance upon the best International practices in order to ensure the effective exploitation of resources, creating sustainable values in the long term, as well as attracting the investment capital to the business
Fifth, continue to coordinate with the State’s management agencies in order to complete the legal framework, develop the market, new products; continue to focus on the implementation of the social welfare programs, supporting the
community according to the direction of the Communist Party and the
Government, being the piorneer corporation in the act of environmental protection, yielding towards the implementation of the sustainable development strategy of
BVH
On behalf of BVH, I would like to express my sincere thanks to the honoured
shareholders for your trust and committment to Baoviet Holdings throughout the years The BOD would like to show our gratefullness to the care and committment
of the leader of the Communist Party, the Governance, the leaders of the Ministry
"se
„4%
Trang 6of Finance and the State agencies for your supports and attentive assistance to the
success of Baoviet today
Wishing honoured shareholdesr and delegators the best of health, success To the success of the AGM./
ON BEHALF OF THE BOD
Achieves: CHAIRMAN
- As above; - BOD, SB;
- CEO; (Signed and sealed)
- For filing: Admin, Corporate Secretary Div