I. CHANGES IN KEY PERSON
1. Pursuant to Resolution no. 01/2013/NQ-DHDCD by 2013 Annual General Meeting of Shareholders (GMoS) of PVI on April 25, 2013;
- Mr. Ulrich Heinz Wollschläger was elected to be a member of Board of Directors.
- Mr. Tung Sing Lau was elected to be a member of Board of Directors.
- Mr. Oliver Massmann was elected to be a member of PVI’s Board of Control.
2. Pursuant to Resolution no. 01/2014/NQ-DHDCD by 2014 Annual General Meeting of Shareholders of PVI on April 25, 2014;
- Mr. Hussain Mohamed Redha Ali was elected to be a member of Board of Directors to replace Mr. Badri Narayanan Santhana Krishnan.
- Mr. Gerard Amal Wahab shall no longer be a member of Board of Control (BOC).
II. OPERATION OF BOARD OF DIRECTORS
The year 2013 has closed with a lot of positive recognitions in macro economic indices, showing a sign of Vietnam’s economic recovery. However, there are remaining foundational factors which have not been completely solved. Bank’s bad debts, real estate inventory, credit contraction, and low purchasing power, etc keep affecting directly and negatively business community, leading to winding-up and bankruptcy of more than 60,000 enterprises.
In such a context, PVI is considered as a bright point in business community as it have developed sustainably and achieved impressive results beyond almost targets set by General Meeting of Shareholders.
In 2013, PVI’s Board of Directors (BOD) has supervised and directed Board of Management (BOM) to operate according to regulations, laws and PVI’s Company Act, as well as to actively coordinate with BOC in enhancing PVI’s risks management on performance, particularly:
1. BOD has successfully held the 2013 Annual General Meeting of Shareholders (GMoS) and 4 regular meeting of BOD. BOD has issued 21 resolutions directing and
supervising the Executive Board’s operation.
2. Directing to reach beyond business criteria for 2013 with high growth rate in all areas, especially in macroeconomy and insurance market which are full of difficulties. PVI Insurance keeps leading in industrial insurance market of Vietnam and exceeds retail revenue
record for the first time with VND 1,800 billion and growth rate exceeding 16% while growth rate of the whole non-life insurance in Vietnam was at only 7%. PVI Reinsurance Company (PVI Re) has completed equitization and officially operated as a joint-stock company since October 1st 2013. By satisfying international criteria in reinsurance, PVI Re has been selected to Security List of Talanx Group - a global Insurance - Financial Group with head office at The Federal Republic of Germany and a Reinsurance provider of AON Belfied in Asian Pacific. After obtaining license in January 2013, PVI Sun Life Insurance Company Limited has operated effectively and had very positive performance with total revenue of VND 1,000 billion, the 3rd rank in revenue of new exploration.
3. Directing the on-going restructuring according to the plan approved by PVI’s General Meeting of Shareholders. In January 2013, PVI Sun Life Insurance Company Limited has obtained License of Establishment and Operation, and PVI Asset Management Company is taking procedures for establishment in coming time.
4. Directing subsidiaries PVI Insurance and PVI Re to maintain successfully the international credit ratings B+ (Good) by A.M. Best, simultaneously target of higher ratings (within next 12 - 36 months) was been adjusted “Stable” to “Positive”. BOD also have directed to increase charter capital of PVI Insurance to VND 1,850 billion in order to improve capability of maintaining and performance.
5. Directing the completion of the corporate governance model in accordance with international standards by establishing and issuing Regulations on functions and tasks of The Investment Committee and The Remuneration and Nomination Committee. At the same time, BOD has approved the supplement to Regulations on functions, tasks and rights of Risk Management & Internal Audit Committee and Planning & Strategy Committee to improve performance of committees. In 2013, Risk Management & Internal Audit Committee has developed “Table of performance assessment criteria applied to the insurance/ reinsurance companies”; Planning & Strategy Committee developed “PVI’s development strategy for the period 2013-2018”.
III. PERFORMANCE OF BOARD OF CONTROL
BOC of PVI which was elected in Annual General Meeting of Shareholders on April 25, 2013 comprises of 5 members: one head and four members. The members in the BOC are assigned clear and specific responsibilities. Quarterly, the BOC holds regular meetings between the members with the following contents: Review implementation of the recommendations of the BOC in the previous quarter; Exchange and clarification of operating results and financial situation of PVI with representatives of the BOD, the representatives for Executive Board and concerned officials; Unification for assessment and recommendations to PVI and construction, adjustment of operational plans of the BOC. The BOC shall conduct regular supervision of PVI’s activities through reports from the professional departments and representatives of PVI in subsidiaries companies and directly examine some relevant records and documents; Coordination with the Audit and Risk Management Committee, Risk Management & Internal Audit Division in developing plans of inspection, supervision and implementation of inspection and supervision.
Contents of inspection and supervision in a year include:
During the process of supervision as well as after each quarter, the BOC shall evaluate, analyze and recommend in business and management process of PVI in order to overcome shortcomings and ensure PVI’s business at highest performance level.
IV. COOPERATION IN ACTIVITIES OF THE BOM, BOC AND BOARD OF DIRECTORS
In 2013, the BOD of PVI supervised and directed the BOM to implement in accordance with laws and the Charter of PVI. Besides, BOD also cooperated actively with the BOC to strengthen risk management mechanism for the operation of the company.
BOM has run the business and other operating fields of PVI according to the decision of the BOM, ensuring
efficiency of cooperation in management activities of PVI.
BOC received good cooperation from the BOD and BOM. The BOM and functional divisions facilitated the physical facilities as well as provided necessary information, documents for the inspection and supervision of the BOC. In addition to enhancement of the periodic inspection, the BOC maintained independence in its activities and improved the quality of work.
V. ORIENTATION FOR COMPLETION OF PVI HOLDINGS GOVERNANCE MODEL
In 2013, under close instruction of BOD, PVI achieved a lot of success. With development strategies based on distinction and strength of domestic and international leading strategic partners, mutal cooperation and confidence background, PVI shall ensure sustainable benefits and effective investment for its shareholders. With bright successes in the recent time, in 2013, PVI is honored to receive Third-ranking Independence Medal awarded by the Party and the State.
The proud achievements in 2013 confirms PVI’s correct development strategies, success of corporate restructuring, vision and creativity of PVI’s leaders, belief and aspiration of PVI’s staff.
In 2014, PVI will continiously implement the restructure plan according to international standards and enhance risk management in the whole system, ensure transparency, security and effectiveness of PVI’s opreation. Accordingly, PVI shall focus on developing strategy in information technology, human resource development, market development and branding strategy for the whole system. Furthermore, PVI shall complete its final core pillar of business with boosting establishment of the PVI Asset Management Company.
Recently, at the PVI Tower, a meeting was held to summarize the topic of enterprise risk management after one week of effective work by experts from Talanx/HDI - a leading Financial Insurance Corporation in the world.
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