Case Study: Tran Phi Joint Stock Company

By Executive Team:

Nguyen Le Huy, Chief Executive Officer

Nguyen Dinh Huy, Deputy Chief Executive Officer

Truong Trung Thanh, Chief Financial Officer

Tran Tuan Anh, Chief Operating Officer

Dam Thuc Hien, Director of Marketing

Pham Ngoc Thach, Director of HRM

CORPORATE GOVERNANCE PROPOSAL

TRAN PHI JOINT STOCK COMPANY

Contents

Purpose of the proposal 1

Problems at Tran Phi Joint Stock Company 2

1. Division of board interests 2

2. Ineffective Inspection Committee and Lack of subcommittees 2

3. Lack of policies for proper operation 3

Proposal of new corporate governance structure 4

1. General Shareholders’ Meeting (GMS) 4

2. Board of Directors (BOD) 5

2.1. Key rights and duties of Board of Directors 5

2.2. Composition of Board of Directors 6

2.3. Independence Directors 6

2.4. Term of office of Board of Directors 6

2.5. Chairman of Board of Directors 6

3. Chief Executive Officer 6

4. Inspection Committee 7

5. External Auditor 8

6. Subcommittees 8

6.1. Audit Committee 8

6.2. Nomination Committee 8

6.3. Remuneration Committee 9

7. Selection, Appointment and Remuneration of Directors and Executives 9

7.1. Policy of Selection, Appointment and Removal of Directors 9

7.2. Regulations on Remuneration for BOD and executives 10

8. Disclosure and Transparency Policy 11

8.1. General Requirement 11

8.2. Three mains of disclosed information by public company (Chapter 2 of Circular 52) 11

8.3. Other information 13

9. Information Flow within Board of Directors and Management Board 13

10. Policy on Risk Management 14

10.1. Risk Identification 14

10.2. Proposals for Managing the Risks 15

ABBREVIATIONS 17

REFERENCES 18

APPENDIX 19

Purpose of the proposal

As approved by the General Shareholders’ Meeting in 2010, Tran Phi Joint Stock Company shall go public and be listed on Ho Chi Minh Stock Exchange (HOSE). The company shall issue new shares and expect investment sources coming from international investors on the stock...