SUMARY OF REPORT ON CORPORATE GOVERNANCE
(the first 6 months in 2015)
- The name of the public company: TNG INVESTMENT AND TRADING JSC
- Head office address: No. 160 Minh Cau Street, Thai Nguyen City, Thai Nguyen Province
Phone: 02803.858.508 Fax: 02803.858.408
Email: ducnguyen@tng.vn
- Charter capital: 219 425 690 000 dong
- Code: TNG
I. Activities of the Board of Management (Report 6 months in 2015):
1. The meetings of the Board of Management:
No
Members
Position
attend
Perce
nt
1
Nguyễn Văn Thời
Chairman
2
100%
2
Nguyễn Đức Mạnh
Members
2
100%
3
Nguyễn Việt Thành
Members
1
50%
4
Lý Thị Liên
Members
2
100%
5
Nguyễn Văn Thới
Members
2
100%
Reason
Go on business
2. The supervision of the Board of Managerment to the Board of Directors:
- In the past 06 months, the BoM was along with the Board of Directors and has
conducted 02 joint sessions to assess and comment on the company's business
performance in the first 6 months of 2015.
- At the same time, the BoM also had the guidance directly to the chief executive
officer and continued monitoring, surveillance, navigation and direction for the
management and administration of the Board of Directors in the next period.
- The Board has regularly monitored the implementation of the resolutions and
decisions of the AGM and the Board, supervising the activities of the CEO, the
apparatus assisting the Director General and the representatives of capital in the
company TNG has contributed capital.
- BoM has managed directly to the Director-General to make a number of main
content as follows:
- Determined to put TNG Dai Tu into operation in early May 2/2015.
- Strictly control the progress of delivery to customers, strictly control the quality of
goods and shipment.
- Develop an investment plan, profitability and dividend payment plan in the period of
2015-2020.
- Modifying the organizational model and organizational structure of Com., reorder
office divisions of the company with the objective of improving the management and
the efficiency of the whole company.
- Reviewing, analyzing and forecasting business performance for each month, quarter
to take timely guidance to the Board of Directors to increase the efficiency of resource
utilization of the company.
- Requesting that functional departments support and monitor in respect of technique
branches and departments in functional verticals.
Working business production
1 Determined to control product quality K2
1 Testing of Accessories
2 Testing of materials
3 Checking cut
4 Checking sewing processes
5 Checking final production line
6 Checking completion
7 Checking Pre - Final
8 Checking Final
2. Determined to control K4 delivery progress
1 Checking Order
2 Checking synchronization supplies
3 Checking the progress of the output
4 Checking the progress of packaging
5 Checking the delivery date
3 Determined to control K9 Machinery
1 Training team of mechanical and electrical workers for certification
2 Entrusting equipment for electrical workers
3 Establishing equipment department of the branches
4 Preparing standby machine and equipment for production
5 Controlling the installment of spare parts, machine and equipment across the
company
3. Operation of the subcommittee of the Board of Management:
In early October 2014, in order to support governance activities, TNG Investment and
Trading JSC has set up subcommittees, including: Shareholder Relationship Committee,
Subcommittee of Internal Control together with the Human Resource Committee,
Subcommittee of Emulation, Commendation and Discipline, Remuneration Committee,
Subcommittee of Suppliers and Contractors Assessment, Subcommittee of contract
negotiation, Subcommittee on Domestic Sales ... assistance for the BoM.
- Shareholder Relationship Committee has developed criteria, performed 121 criteria
manifest publicity and transparency of the TNG, all the report forms at the present
time have been published in 2 languages, Vietnamese and English, in order to be more
appropriate for domestic as well as foreign shareholders and investors to track,
understand. The publication of information in Vietnamese and English will be
maintained.
- In 2015, TNG undertake to take the best effort to declare information for
shareholders and investors faster and more complete. Moreover, TNG also declare
voluntary information about:
+ Monthly financial statements;
+ Develop sales plans - annual profitability;
+ Expected capital investment and annual demand.
- Periodically, Shareholder Relationship Committee will gather responses and
contributions in order to complete the information of Shareholder Relationship section
at website http://tng.vn.
+ Has organized for security companies and investors to visit and work with
company’s leaders such as securities company SSI, HSC, BSC, VCBS, MBS, VN
Direct, APEC, BVSC, VPBS.
+ The Fund visited and worked: VIG, Vina Capital, Dragon Capital, Bao Viet Fund,
Small Cap Fund Asean.. .
+ Shareholder Relationship Committee in conjunction with the company's departments
has organized live TV Congress 2015 Annual Shareholders with 2 points directly
video conferencing in Hanoi and Thai Nguyen.
+ Investor Relationship Committee in conjunction with CafeF newspaper reported
online 2015 AGM.
+ Providing timely accurate information about TNG which shareholders are interested
in.
Annual General Meeting of Shareholders in 2015 of TNG has elected 01 independent
BoM’s members, increasing the total number of independent members to 2/5 members
and ensured criteria of at least 1/3 BoM’s members is independent in the spirit of
Circular 121-2012 TT-BTC.
- - Human Resource Committee has completed 2015 salary scale, using shortened
disciplined process to strengthen monitoring, fair rewards and punishments,
support100% body insurance for workers as recommendation and approval of leaders
of the company.
- - Subcommittee of Contract Negotiations has promote the role very well to negotiate
contracts which have been complete the production until the end of 2015 and
continuing negotiate specifically orders in Winter 2016 and Spring 2016.
- - Subcommittee of Suppliers and Contractors Assessment has implemented
periodically assessing suppliers in 2015 for TNG and look forward to negotiating with
some foreign suppliers about payment conditions most favorable for the TNG.
- - Internal Training Subcommittee has implemented training to improving skill of
worker in holidays with suitable remuneration regime.
- Audit Committee in conjunction with the company accounting department issued:
1. Declaring financial management processes.
2. In 2015, Company 26/74 split ratio calculated as follows:
Company managing financial resources based on sale revenue (quantity, unit price
and norms) after deducting direct expenses have to spend money, such as cost of raw
materials, barrels PE, print embroidery laundry, carried away machining cost (if any), the
rest is being divided: company collected 26%, 74% enjoyed factories (this division is
done automatically on application software when officer building cost price plan on
product line software).
- Decentralized control:
1. Controlling the cost of materials (C2)
Step 1: Preparing cost price sheets to offer for customers (called P1 price table) Council of customer negotiations under direct guidance and implement of CEO.
Step 2: Developing technical and economic norms (technical department branch
made) submit to the vise director or director of branch for approval,
Step 3: Line Officer tabulated product costing (Cost sheet) on the Order Manager
software (called cost sheets costs P2, P2 must correspond ≤ P1) based on technical
and economic norms and the price of the raw material offered by suppliers
updated on Order Manager software assessed by Internal Controller and submitted
to1 and 2 CEO for approval.
Step 3: Chief accountant of branches remittance proposed purchase of raw
materials, PE barrel, in cleaning embroidery, carried away machining cost (if any)
for PLU (process control software on line). Line software that automatically
control:
• The names, sizes, types, quantities and levels of raw material costs P2 workbook
must always satisfy ≤P1
• Only suppliers, which have been assessed by Supervisory Board, are being
updated to the software.
• When submit to the Branch Manager, General Director for approval the plans P2
contempt are now warning the software other than the price point P1.
• Request for funds transfer in the Register only if satisfied P2≤P1 costs.
2. Control the ratio of 26/74 items
74% items of Branch: Branch Managers have full authority on expenses within
74% Value added made. If the remaining wage insufficient, directors may have to
use its own assets to guarantee a loan to pay salaries to employees. (Details of the
expense item in 74% have enclosed forms)
Branches also enjoy revenues from the sale, but have to comply with the
provisions of No. 180 / TB - TNG.
Items 26% Company: To divide 26% as follows
• 15% allocated to general director regular expenses for company management
apparatus.
• 85% for the governing body to regular costs for the Board, the Supervisory
Board, criticized Depreciation fixed expenses, investment interest payments, pay
dividends to shareholders and to set aside funds
When losses occur,
• If due to objective majeure reasons, Company (cost of 26%).
• If due to the fault causing by individuals, the damage must be compensated
100% value.
Thai Nguyen, Dated July
, 2015.
FOR AND ONBEHALF OF TNG
CHAIRMAN
NGUYEN VAN THOI