ANNUAL REPORT 2024
TOGETHER IN BELIEF, LEADING IN INNOVATION
262
263
(P) D
Responsibilities of the Board
Appendix
Do shareholders have the right to participate in:
(P) D.1 Compliance with listing rules, regulations and applicable laws
(P) D.1
A.2.3
The transfer of all or substantially all assets, which in effect results in the sale of the company?
Shareholders are entitled to vote on the transfer of Company assets valued at 35% or more of the total asset value stated in the most recent financial statements, in accordance with Item o, Clause 2, Article 15 of the Company's Charter. These rights are detailed in the Company's Charter and Operating Regulations of the AGM. Furthermore, the minutes of AGM must explicitly state that each ordinary share of the Company corresponds to one vote. As outlined in Article 40 of the Company's Charter, BOD, the General Director, Company Executives, and their related individuals must act with honesty and avoid conflicts of interest. Article 40 of the Company's Charter stipulates responsibilities for honesty and avoiding conflicts of interest. The attendance of each Board Member is meticulously recorded in the minutes of all BOD's meetings held during the year. These details are also disclosed in the Company's periodic governance reports, published every six months and annually.
(P) D.1.1
Is there any evidence that the company has not complied with any listing rules and regulations apart from disclosure rules over the past year? Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns?
The Company maintains strict compliance with regulations for listed entities.
(P) D.1.2
This situation has not occurred.
B.1.1
Does the company's ordinary or common shares have one vote for one share?
(P) D.2 Board structure
B.3.1
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest?
(P) D.2.1
Does the Company have any independent directors/commissioners who have served for more than nine years or two terms of five years each (which ever is higher) in the same capacity? Did the company fail to correctly identify the description of all their directors as independent, non-executive, and executive? Does the company have any independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies?
This situation has not occurred.
B.4.1
(P) D.2.2
The Company clearly identifies independent members within the structure of its BOD
D.2.6
Attendance
details
of
each
(P) D.2.3
This situation has not occurred.
director/commissioner all directors/commissoners meetings held during the year in
(P) D.3 External Audit
(P) D.3.1
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?
This situation has not occurred.
(P) D.4 Board structure and composition
(P) D.4.1
Has the chairman been the company CEO in the last three years?
The Chairman of the BOD has not concurrently held the position of General Director for the past three years, in compliance with corporate governance regulations for public companies under Vietnamese law.
(P) D.4.2
Do non-executive directors/commissioners receive options, performance shares or bonuses?
This
does
not
apply
to
independent
non-executive members of the BOD.
Appendix
Do shareholders have the right to participate in:
(P) D.1
A.2.1
Amendments to the company's constitution?
Shareholders have the right to amend the Company's Charter or equivalent governance documents, as stipulated in Clause 2, Article 12, and Item i, Clause 2, Article 15 of the Company's Charter. During the AGM, shareholders may vote on the issuance of additional shares or participate through written consultations, as specified in Article 15 of the Company's Charter.
A.2.2
The authorisation of additional shares?
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