SHB: 2012 Corporate Governance Report

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SHB: 2012 Corporate Governance Report
Saigon - Hanoi Commercial Joint Stock Bank (SHB) disclosed its 2012 corporate goverance report with
the following contents:
The lender reported the attendance of the members of its Board of Directors (BOD) at meetings as
follows:
No.
Names
Title
Attendance
Rate
Reasons
for
not
attending
1
2
Do Quang Hien
3
4
5
Tran Ngoc Linh
Pham Hong Thai
Dam Ngoc Bich
Chairman
Member cum
general
director
Member
Member
Member
6
Pham Ngoc Tuan
Member
3
75%
Appointed 05/05/2012
3
75%
Appointed 05/05/2012
1
25%
Appointed 05/05/2012
1
25%
Resigned 05/05/2012
1
25%
Resigned 05/05/2012
Nguyen Van Le
7
9
Nguyen Van Hai
Independent
member
Independent
member
Member
10
Than Thoai
Member
Le Quang Thung
8
Le KIen Thanh
4
4
100%
100%
4
2
3
100%
50%
75%
Appointed 05/05/2012
Resigned 05/05/2012
The bank’s BOD passed 32 resolutions/decisions in the year.
No.
Board Resolution No.
Date
Content
1
No. 01/NQ-HDQT
30/01/2012
2
No. 02/NQ-HDQT
01/02/2012
Establish Soc Trang Branch
3
No. 03/NQ-HDQT
23/02/2012
Approving the plan of AGM 2012
4
No. 04/NQ-HDQT
23/02/2012
Using valuable papers as guarantee for SHB’s loan.
5
No. 05/NQ-HDQT
14/03/2012
Delay holding AGM 2012
6
No. 06/NQ-HDQT
26/03/2012
Establish Tien Giang Branch
7
No. 07/NQ-HDQT
28/03/2012
Extend credit for customers
8
No. 08/NQ-HDQT
11/04/2012
Delay holding AGM 2012
9
No. 09/NQ-HDQT
12/04/2012
10
No. 10/NQ-HDQT
25/04/2012
11
No. 11/NQ-HDQT
07/05/2012
- Cancel Board Resolution No. 22/NQ-HDQT on 9/11/2011
about the establishment of Soc Trang Branch.
Approving list of candidates for electing members of the
BOD and Supervisory Board in term 2012-2017
Supplement candidates for electing members of the BOD
and Supervisory Board in term 2012-2017
Using fixed assets as guarantee for SHB’s proceeds.
12
No. 12/NQ-HDQT
15/05/2012
Change in address of Lao Cai Branch
13
No. 13/NQ-HDQT
15/05/2012
Credit granting for customers
14
No. 14/NQ-HDQT
25/05/2012
15
No. 15/NQ-HDQT
14/06/2012
16
No. 16/NQ-HDQT
23/06/2012
17
No. 17/NQ-HDQT
29/06/2012
18
No. 1/NQ-HDQT
05/07/2012
19
19/NQ-HĐQT
28/8/2012
Approving the decision for unsold shares
20
20/NQ-HĐQT
29/8/2012
Remuneration for the BOD and Supervisory Board
21
21/NQ-HĐQT
29/8/2012
Remuneration for the BOD and Supervisory Board
22
22/NQ-HĐQT
11/9/2012
Defining type of stock and Depositing stock
23
23/NQ-HĐQT
25/10/2012
Managing SHB’s capital at Binh An Seafood JSC
24
24/NQ-HĐQT
25/10/2012
Settling debt involved HBB and Binh An Seafood JSC
25
25/NQ-HĐQT
25/10/2012
Electing members for the BOD and Supervisory Board of
Authorize signing Note Trading Contract, Mortage Contract
and relative documents
Change in address of Bac Ninh Branch
Approving Prospectus and Register Document for Issue
stocks to prepare merge HBB into SHB.
Assign representative capital of Ho May Investing,
Counsulting and Services JSC at Binh An Seafood JSC
Plan of deal with odd lot shares and unsold shares when
issue stocks to merge HBB into SHB.
Binh An Seafood JSC
26
26/NQ-HĐQT
6/11/2012
Defining type of deposited stock (of Deutsche Bank)
27
27/NQ-HĐQT
30/11/2012
Change in name and address of SHB Han Thuyen Branch
28
28/NQ-HĐQT
14/12/2012
Establishing Saigon – Hanoi Laos Bank One member
Limited
29
29/NQ-HĐQT
14/12/2012
Establishing Saigon – Hanoi Cambodia Bank One member
Limited
30
30/NQ-HĐQT
14/12/2012
Appointed representative of Saigon – Hanoi Laos Bank One
member Limited
31
31/NQ-HĐQT
14/12/2012
Appointed representative of Saigon – Hanoi Cambodia Bank
One member Limited
32
32/NQ-HĐQT
28/12/2012
Adjusting remuneration for the BOD and Supervisory Board
The change of BOD members for 2012-2017 period
No.
Name
Title
1
Do Quang Hien
Chairman
Reappointed for term 2012-2017 since 05/05/2012
2
Tran Ngoc Linh
Member
Reappointed for term 2012-2017 since 05/05/2012
3
Nguyen Van Le
Member, General
Notes
Reappointed for term 2012-2017 since 05/05/2012
Director
4
Dam Ngoc Bich
Member
Appointed for term 2012-2017 since 05/05/2012
5
Pham Ngoc Tuan
Member
Appointed for term 2012-2017 since 05/05/2012
6
Le Quang Thung
Member
Appointed for term 2012-2017 since 05/05/2012
7
Pham Hong Thai
Member
Appointed for term 2012-2017 since 05/05/2012
Transactions of insiders and related persons
No.
Name
Relation
Shareholding
with
insider
at
the
Shareholding at the end
Reason (buy,
beginning of the term
of the term
sell, transfer,
Share
Share
Percentage
Percentage
dividend,
bonus
share...)
Sibling of
1
Do Thi Thu Ha
Chair of
the Board
10,000
0.0021%
12,838,100
1.448%
Buy and
Bonus shares
Other transactions: SHB Debt Management and Asset Development One Sole Member Company Limited
– Subsidiary company of SHB – acquired 195,700 SHB shares and disposed 195,700 SHB shares in first
6 months 2012.
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