Report of the Supervisory Board of Baoviet Holdings tài liệu, giáo án, bài giảng , luận văn, luận án, đồ án, bài tập lớn...
Trang 1BAOVIET © Holdings CONG HOA XA HOI CHU NGHIA VIET NAM : TTS Độc lập - Tự do - Hạnh phúc Hanoi, dated 16th May 2017 0
‘OF THE SUPERVISORY BOARD OF BAOVIET HOLIDNGS
At the 2017 Annual General Shareholders’ Meeting
_ Respectfully submit to: The 2017 Annual General Shareholders’s Meeting of Baoviet Holdings
In accordance with the functions and responsibilities of the Supervisory Board (SB) as stipulated by the Charter of Baoviet Holdings (BAOVIET HOLDINGS), the regulations
on the organisation and operation of SB as well as other regulations related to the operation of the SB, the supervisory members have organised meetings to decide for approval of the report of the SB to submit to the 2017 Annual General Shareholders’ Meetings (AGM) of
BAOVIET HOLDINGS with the specific contents as follows:
I OPERATION OF THE SUPERVISORY BOARD
1 Activities of the SB between the 02 terms of the 2016-2017 Annual General Shareholders’ Meetings
1.1 Summary of the SB’s meetings
Between the 02 terms of the 2016 — 2017 Annual General Shareholders’ Meeting
(“AGM”) of Baoviet Holdings, the SB has organised 02 meetings and agreed on the approval of the main contents as follows:
- To evaluate the operating results of the SB between the 02 meetings and to approve the key taks for the following periods;
- To approve the supervision of the Consolidated and Seperated financial reports for the half-year of 2016, the 2016 Consolidated and Seperated financial reports of Baoviet Holdings according to the Vietnamese Accounting Standards (“WAS”) revised and audited by Ermst & Young Vietnam (“EY Vietnam”);
- To approve the report of the SB at the 2017 AGM of Baoviet Holdings;
- To approve 02 documents to submit to the Board of Directors (“BOD”) of Baoviet
Holdings for comments and evaluation on the SB regarding the consolidated and seperated
financial reports in the half-year of 2016 as well as the 2016 seperated financial report according to the VAS revised and audited by EY Vietnam in addition to the recommendation and proposals to the BOD;
- To approve the Regulation on the organisation and operation of the SB (3 revised and supplemented edition) and delegation of tasks for supervisory members;
- To approve the Submission to the 2017 AGM regarding the selection of the independent auditing agency for auditing the financial reports in the years of 2018, 2019, 2020
8 Lê Thái Tổ, Hoan Kiếm, Hà Nội I Tel (+84 4) 3928 9999 | Fax (+84 4) 3928 9609 | Email service @baoviet.com.vn
Trang 21.2 Activities of the SB
Aside from the direct meetings of the SB as mentioned above, between the 02 terms
of the 2016 — 2017 AGM, the SB regularly discussed, requested for opinions of the
supervisory members via emails and proceeded the main activities as follows:
- Supervisory members to participated fully the regular BOD’s meetings; Head of
the SB participated in the regular briefings organised by Baoviet Holdings in order to keep updated and to supervise the corporate governance and management of the Group
- To supervise the contents, scope and progress of revision and auditing of the 2016 financial reports accroding to the service contract on provision of auditing services signed
with EY Vietnam;
- To review the management letters of the independent auditing agency; proceeded to supervise the implementation of the BOD and CEO
- To participate in providing opinions on the Draft revised, supplemented regulations
on the financial management of Baoviet Holdings, report on the corporate governance of
Baoviet Holdings
- To implement other tasks as stipulated by the Charter of Baoviet Holdings,
Regulation on the operation of the SB, and the internal regulations of Baoviet Holdings as well as the related law
2 Remuneration and operating expenses of the SB and each Supervisory member in 2016
- Regarding the remuneration of the SB in 2016:
+ For non-executive Supervisory members, the monthly remuneration excluding
personal income tax is 8 billion Dong/person/month
+ For executive Head of the SB, the remuneration shall be as stipulated by Baoviet Holdings
- Regarding the operating expenses of the SB in 2016:
To comply with the regulations and policies on the internal expenditure of Baoviet Holdings
(The detailed summary on the 2016 remuneration of the supervisory members to be announced at the 2016 Annual report of Baoviet Holdings)
II REPORTED RESULTS ON THE SUPERVISION AND REVISION OF THE FINANCIAL REPORTS AND OPINIONS OF THE SUPERVISORY BOARD
1 Resulst on the supervision, revision of the financial reports and the business performance of Baoviet Holdings
Via the progress of supervision on the corporate governance and management of the BOD, the CEO of Baoviet Holdings in 2016, via the evaluation of the Consolidated and Seperated financial reports in 2016 of Baoviet Holdings according to VAS, the recommendations of the SB are as follows:
1.1 Operating Progress of Baoviet Holdings
Trang 3- In 2016, aside from the opportunities, the economy of Vietnam faced many difficultites and challenges such as the growth rate and export turnover have not met the
targets as planned, the economic structure was relatively slow; salty invasion in the Cuu Long delta, drought, flood and environmental pollution in the coastal line of the Middle of
Vietnam, etc have had significant impacts on the production and lifestyles of citizens Such incidents have affected the business activities of the Group Facing such difficulties and challenges, the BOD has updated in-time, issued resolutions and decisions to direct the
BOD during the implementation of business tasks
- 2016 is the initial year for Baoviet Holdings to initiate the strategy development plan
for the period of 2016 - 2020, Baoviet Holdings has strenthened the intensive investment on
research, marketing and branding, corporate governance, risk management, etc in order to
create the strong foundation for such fast and sustainable growth in the following periods, in
which outstandingly resulted in the strong implementation of the Synergy project of Baoviet Holdings, fostering the cross-selling of products amongst the Subsidiaries; promoting the
transparency and efficiency in the existing strengths of the Finance-Insurance Baoviet
Corporation
1.2 Supervision results on the BOD
- In 2016, the BOD organised 05 regular meetings, aside from issuing in-time the resolutions, decisions, the BOD implemented the opinion collections from BOD’s members in writen forms In 2016, the BOD issued the resolutions, decision for revising and supplementing
the regulations in order to complete the tasks on corporate governance; strengthening HR at
Baoviet Holdings and its Subsidiaries; continued to coordinate and foster the experiences as
well as the strengths of the strategic partner i.e Sumitomo Life; oriented and directed the
business as approved by the Resolutions of the 2016 AGM In the BOD’s meetings in particular as well as the operation of the BOD in general, the BOD’s members participated fully, showned highly committed working spirit, optimized the experience and the leadership capability of each BOD’s members The BOD operated in compliance with its rights and responsibilities as
stipulated in the Charter of Baoviet Holdings All of the resolutions and decisions of the BOD
have been issued in relevance with the real situations, meeting the requirements of the corporate governance as well as the demand on the business development of Baoviet Holdings in-time
and accordingly
- In 2016, the BOD proactively utilised the ASEAN Corporate Governance Scorecard in order to improve the standards and the practices on corporate goverance of Baoviet Holdings, in which aided to the BOD and each BOD’s members to improve the management skills to meet the regional standards
1.3 Supervision results on the CEO
- With the opportunities and challenges as mentioned above, under the strict and in- time supervision of the BOD, in 2016, the CEO was proactive, creative and showed significant
efforts in his leadership, direction to provide the business solutions to solve the difficulties, as
well as being committed to implement the 2016 business plan successfully to the 2016 AGM
for approve and to the resolutions and decisions of the BOD The CEO performed well his roles in managing the business activities of Baoviet Holdings as stipulated accordingly in the direction and orientations of the BOD Consequently, in 2016, Baoviet Holdings has completed all the business targets as being approved by the AGM
1.4, Revision results on the financial reports and the business performance
Upon the revision of the 2016 financial reports audited by EY Vietnam, the SB would like to respectfully report the results as follows:
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Trang 4- Regarding the implementation of the accounting regime and the financial reports + The seperated financial reports of the Parent company and the consolidated financial
reports in 2016 were drafted based upon the selection of the suitable accounting regime and the application of such policy in such cohesive manners, the implementation of the evaluation and estimation in such reasonable and complying manners to the regulations, accounting standards and the accounting regime of Vietnam
+ The consolidated and seperated financial reports in 2016 reflected honestly and reasonably, based upon the essential aspects of the consolidated and seperate business performance as well as the progress of flows in seperated and consolidated currency for the
fiscal year ending on the same day
+ The seperated and consolidated financial reports in 2016 were presented clearly
with the information on the events happening in the fiscal year of 2016 according to the
Accounting standards and Accounting regimes of Vietnam The seperated and consolidated financial reports in 2016 have been audited by EY Vietnam and did not have exclusive
opinions of auditing
+ In order to assist the shareholders, investors in evaluating the impacts of financial tools on the financial and business performance of Baoviet Holdings: the seperated and consolidated financial reports in 2016 continued to present on the risk management regime
and to provide supplementary presentation on the fnancial assets and liabilities as stipulated
in the Circular No 210/2009/TT-BTC of the Ministry of Finance - Regarding the statistics and business performance
+ The SB agreed on the statistics shown in the seperated and consolidated financial
reports in 2016 of Baoviet Holdings audited by EY Vietnam upon the VAS + The seperated financial reports in 2016 of the Parent Company:
Some key indicators on the business performance in the fiscal year of 2016 of the
Parent Company — Baoviet Holdings, according to the seperated financial reports specifically as follows: Unit: billion Dong
Implemented | Estimates | Estimates Emplemented implemented
Trang 5With the business performance as above, the SB shall provide the recommendations as follows: In 2016, the Parent company completed the business targets as approved by the 2016 AGM and shown growth compared to 2015 specifically as follows:
- Total revenue: 1,400.27 billion Dong (2016), reached 16% plan and increased 6.34% compared to 2015 - PBT: 1,021.77 billion Dong, reached 101,67 % plan and increased 1,94% compared to 2015; - ROCC in 2016 is 15.02%, equivalent to 101.49% plan and increased 1,97% compared to 2015
- Regarding the total assets, the total capital as at 31/12/2016 was 12,635.92 billion
Dong, increased by 479.67 billion Dong, equivalent to 103,95 % compared to the same time
in 2015 In the total assets, the source of the above capital is 296.45 billion Dong generated from the source of Repo government bonds
- The Charter capital of the Parent company as at 31/12/2016 is 12,165.95 billion Dong (increased by 407.45 billion Dong, equilvalent to 103,47 % compared to the same period of 2015), including: Charter capital of 6,804.71 billion Dong, increase of capital in
shares by 3,184.33 billion Dong, the fund for investment and development by 262.49 billion
Dong, undistributed PAT reached 1,914.42 billion Dong
+ Some indicators on analysing and evaluating the overview of the business
performance of the Parent company in 2016 as follows: Indicators 2015 2016 1 Structure of assets and capital distribution 1.1 Dsitribution of assets
- Short-term assets/ Total assets 22.29% 24.24%
- Long-term assets/ Total assets 71.11% 75.76%
1.2 Distribution of capital
- Liabilities/ Total capital 3.27% 3.72%
- Charter capital / Total capital 96.73% 96.28% 2 Solvency
2.1 Current solvency 6.81 lần 6,52 lần
2.2 Quick solvency 6.81 lần 6,52 lần
3 Profit rates
3.1 Rate of PBT over revenue 77.59% 74.52%
3.2 Profits over total assets
- PBT over total assets 8.40% 8.26%
- PAT over total assets (ROA) 8.25% 8.09%
3.3 ROE 8.52% 8.40%
The above statistics indicated that: Compared to in 2015, in 2016, the assets were transfered from long-term assets to short-term assets, the rate of short-term assets/ total asset increased from 22.29% to 24.24% due to the cash and other cash-equivalent souces
increased by 376 billion Dong, prepaid to sellers increased by 109.6 billion Dong The rate
of liabilities/total capital increased from 3.27% to 3.72% due to the payment to employees
increased by 29.45 billion Dong and payments due to the Repo Government bonds increased by 21.39 billion Dong Consequently, the sovency rate decreased from 6.81 to
Trang 66.52 times yet remained relatively high Other indicator on ROA and ROE slightly stagnated compared to the statistics in 2015
- 2016 Consolidated financial reports for the whole Group:
The key indicators on the consolidated business performance of the Group in 2016,
based upon the consolidated audited financial reports are as follows:
Unit: billion Dong Implemented | Implemented Rate Indicators 2015 2016 2016/2015 1 Revenue 20.789,19 25.675,46 123,50%
- Retrieved from insurance activities 16.512,79 20.650,05 125,05%
- Retrieved from others 380,72 297,97 78,27%
- Retrieved from financial activities 3.792,75 4.627,97 122,02%
- Other sources 9,72 10,09 103,77%
- Retrieved from partnership 93,21 89,38 95,89%
2 Profit before corporate taxes 1.460,72 1.398,78 95,76%
- Profts from insurance activities -1.287,23 -1.821,75 141,52%
+ Life insurance -1.378,17 -1.913,47 138,84%
+ Non-life insurance 90,95 91,73 100,86%
- Profits from other activities -299,97 -378,77 126,27%
- Profits from financial activities 2.949,74 3.503,96 118,79%
- Other profits 4,97 5,96 120,01%
- Profits from partnership activities 93,21 89,38 95,89%
3 Profit after corporate taxes 1.174,93 1.164,95 99,15%
4 Profits of Baoviet Holdings 1.128,01 1.123,33 99,59%
5 Basic profits over shares (Dong) 1.489 1.651 110,88%
With the business performance as stated above, the SB shall provide the recommendations as follows:
+ Total consolidated revenue in 2016 reached 25,675.46 billion Dong, increased by 23.5% compared to 2015, including the main sources as follows: From insurance activies (20,650.05 billion Dong), increased by 25.05% compared to 2015 (covering the biggest rate i.e 80.43% revenue); from financial activities (4,627.97 billion Dong), increased by 22.02%
compared to 2015 (covering 18,02% revenue)
+ PBT in 2016 reached 1,398.78 billion Dong, equivalent to 95.76% compared to
2015, primarily coming from from the financial investment activities (3,503.96 billion
Dong), increased by 18.79% compared to 2015
+ Total PAT in 2016 reached 1,164.95 billion Dong, equivalent to 99.15% compared to 2015 + Profits of Baoviet Holdings in 2016 reached 1,123.33 billion Dong, equivalent to 99.59% compared to 2015 + Basic profits from shares in 2016 reached 1,651 Dong/ share, increased by 10.88% compared to 2015
Trang 7Unit: billion Dong Rate Indicators 31/12/2015 31/12/2016 2016/2015 I/ Total assets 58.552,56 72.996,45 124,67% 1/ Short-term assets 22.950,88 30.299, 18 132,02% 3/ Long-term assets 35.601,68 42.697,28 119,93% II/ Sources of capital 58.552,56 72.996,45 124,67% 1/ Liabilities 45.354,37 59.309,92 130,77% - Short - term loans 10.855,72 16.230,27 149,51% - Long-term loans 81,12 103,15 127,16% - Provison on insurance activities 34.417,53 42.976,49 124,87% 2/ Charter capital 13.198,19 13.686,54 103,70% - Contributed by owner(s) 6.804,71 6.804,71 100,00%
- Surplus by equited capital 3.184,33 3.184,33 100,00%
- Funds and changes of currency 554,46 753,44 135,89% - Undistributed PAT 2.038,47 2.288, 13 112,25% - Unsupervised benefits of shareholders 616,21 655,92 106,44% According to the above statistics, the SB would like to propose the recommendations as follows:
+ Total assets, total capital of the Group as at 31/12/2016 reached 72,996.45 billion
Dong, increased by 14,443.89 billion Dong, equivalent to 124.67% compared to 2015 Out
of the total assets, the source of capital above involved 12,913.37 billion Dong from the
source of Repo Government bonds
+ Charter capital of Baoviet Holdings as at 31/12/2016 was 13,686.54 billion Dong,
increased by 488.35 billion Dong, equivalent to 103.70% compared to 2015
1.5 Supervision results on the implementation of the Resolutions of the 2016 AGM - Regarding the implementation of the business targets of the Parent company in 2016: With the business performance as mentioned above, in 2016, the Parent company completed and exceeded in the revenue, PAT, ROCC as approved by the 2016 AGM;
- Baoviet Holdings completed the dividend payout for the fiscal year of 2015 with the
rate of 8% i.e 800 Dong/ Share over the charter capital of 6,804,714,340,000 Dong with the total paid amount of 544,377,147,200 Dong and the usage of PAT in the fiscal year of 2015 for the provision of funds as stipulated by the Resolutions of the 2016 AGM;
- Baoviet Holdings completed the issuance of the Charter of Baoviet Holdings (7"
revised and supplement edition);
- Regarding the solutions on increasing charter capital: For the implementation of the
Resolution no 03/NQ-DHDCD- TPBV dated 18/05/2016 of the 2016 AGM, the BOD directed
the BOM to construct the detailed solutions on the issuance of shares according to the Employee Stock Ownership Program (ESOP) to ensure the balnace of benefits for shareholders,
employees and the company Nonetheless, due to the needs for supplementing and completing
the solution on issuance of ESOP upon the request of the State’s managerial agency, the increase of charter capital via the ESOP program has yet been implemenmted in 2016
2 Evaluation of the coordinating activites between the SB and the BOD, CEO and shareholders
Trang 8- Between the 02 terms of the 2016-2017 AGMs, the SB coordinated strongtly with the BOD, CEO upon the pricinples of legal benefits as well as the maximisation of interests for the
Group, shareholders and strict compliance of the law and the Charter of Baoviet Holdings The
supervisory members were fully invited for participation in the BOD’s meetings The Head of
the SB was invited to the regular briefings of the Group
- Regarding shareholders: Between the 02 terms of the 2016 — 2017 AGMs, the SB did not receive any complaints or request from shareholders or groups of shareholders with the rate of ownership and the duration of share ownership as stipulated by the law and the Charter of Baoviet Holdings
Ill SELF-ASSESSMENT REPORT ON OPERATIONAL RESULTS OF THE SUPERVISORY BOARD AND ITS MEMBERS
1 Assessment on perfomance of the Superviosry Board
After the 2016 AGM, there were 03 members of the Supervisory Board, including 01
excutive Head of the Board and 02 non-executive supervisors On the basis of the rights and duties as stipulated by the Charter of Baoviet Holdings, according to the above results, the Supervisory Board shall provide the self-assessment as follows:
- The Supervisory Board has well promoted its functions in supervising the BOD, and Board of Management in the corporate governance of Baoviet Holdings
- Successfully completed the evaluation of the 2016 separate and consolidated financial statements according to VAS which had been audited by EY Vietnam
- The Supervisory Board provide comments and proposals to the BOD to enhance governance activities, strengthen internal control system, meeting the requirements of
business development The proposals and comments of the Supervisory Board were recognized to implement by BOD
- The Supervisory Board assigned tasks to its members, organized regular meetings in
accordance with the Corporate Law and the Charter of Baoviet Holdings In order to address
promptly any arising tasks, the Supervisory Board often enchanged and asked for members’ opinions via email
- The Supervisory Board operated in accordance with rights and responsibities regulated in Baoviet Holdings’ Charter Decisions of the Supervisory Board were issued in compliance to procedure of the Corporate Law and Baoviet Holdings’ Charter
- The Supervisory Board maintained good cooperations with BOD, CEO on the principle for legitimate and maximum interests of the Group, shareholders and ensuring the
benefits of shareholders
2 Assessment on perfomance of members of the Supervisory Board
- On the basis of the Charter Group, Operation Regulation of the Supervisory Board, and task assignment to supervisors, members of the Board were positive in: participating fully BOD’s meetings and meetings of the Supervisory Board; giving opinions on the
review of Baoviet Holdings’ Charter, Operation Regulation of the Supervisory Board, and governance regulations of Baoviet Holdings; giving opinions on evaluation of Baoviet
Holdings financial statements; cooperating well with BOD, the Board of Management and the Subsidiaries to complete assigned tasks
- In the meetings and activities of the Supervisory Board, members of the Board worked positively with high responsibility, contributing important opinions, complying with
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Trang 9BHV’s Charter and the Operation Regulation of the Supervisory Board in order to make timely decisions, assisting the Supervisory Board to outstandingly complete the tasks assigned by the AGM
IV.OPERATION PLAN OF SUPERVISORY BOARD’S BETWEEN THE AGMS IN 2017 AND 2018
Based on the functions and duties of the Supervisory Board as stipulated in Baoviet
Holdings’ Charter, the Operation Regulation of the Supervisory Board and the relevant
provisions relating to the operation of the Supervisory Board, the Board has planned on their operations between the 02 AGMs in 2017 and 2018 as follows:
- Consider the management letter of the external auditor and follow up on feedbacks
to be given by the BOD and CEO
- Monitor contents, and schedule of the review and audit on financial statements for the fiscal year of 2017 (from 01/01/2017 to 31/12/2017) following the signed contract with E&Y Vietnam
- Review, evaluate the preparation, aud it and finalized date of 2017 semi-annual
financial statements of Baoviet Holdings to submit to the BOD
- Fully attend regular meetings of the BOD, and meetings organized by Baoviet Holdings to understand the situation and monitor the management operations of Baoviet Holdings
- Prepare and submit a report to evaluate the financial statements, report on Baoviet
Holdings’ annual report, report on monitoring the management of BOD, CEO and report on Supervisory Board’s operation to be proposed to the 2017 AGM
- Amend the Supervisory Board’s Regulations in compliance with Baoviet Holdings’ 7th amended Charter approved by the 2017 AGM
- Perform other duties as stipulated in Baoviet Holdings’ Charter, the Supervisory Board’s Operation Regulation, Baoviet Holdings’ internal regulations and provisions of
relevant legislation
The content above is the report of the Supervisory Board between two AGM 2016 — 2017 and action plan two AGM 2017 — 2018, we would like to submit this report to shareholders for consideration and approval
On behalf of the Supervisory Board, I would like to wish the honoured shareholders
good health, happiness and wish the AGM great success
ON BEHALF OF THE SUPERVISORY BOARD
HEAD OF THE BOARD For achieves:
- As above;
- BOD;
- CEO; (Signed and Sealed)
- Filed: Admin, Corporate Secretary, SB