Quyết định 12/2007/QD-BTC

DECISION

PROMULGATING REGULATIONS ON CORPORATE GOVERNANCE APPLICABLE TO COMPANIES LISTED ON THE STOCK EXCHANGE OR A SECURITIES TRADING CENTRE

THE MINISTER OF FINANCE

Pursuant to the Law on Enterprises No. 60/2005/QH11 dated 29 November 2005; Pursuant to the Law on Securities No. 70/2006/QH11 dated 29 June 2006;
Pursuant to Decree No. 77/2003/ND-CP the Government dated 1 July 2003 on functions, obligations and organizational structure of the Ministry of Finance;
On the proposal of the Chairman of the State Securities Commission;

DECIDES:

Article 1.- To issue with this Decision the Regulations on corporate governance applicable to companies listed on the Stock Exchange or a Securities Trading Centre.

Article 2.- This Decision shall be of full force and effect fifteen (15) days after the date of its publication in the Official Gazette.

Article 3.- The Head of the Office, the Chairman of the State Securities Commission, heads of relevant departments under the Ministry of Finance, listed companies and organizations and individuals concerned shall be responsible for implementing this Decision.

REGULATIONS

ON CORPORATE GOVERNANCE APPLICABLE TO COMPANIES LISTED ON THE STOCK EXCHANGE OR A SECURITIES TRADING CENTRE
(Issued with Decision 12-2007-QD-BTC of the Minister of Finance dated 13 March 2007)

Chapter I

GENERAL PROVISIONS

Article 1.- Meaning and applicable scope

These Regulations shall apply to companies listed on the Stock Exchange or a Securities Trading Centre (hereinafter referred to as listed companies). These Regulations are based on the provisions in the Law on Enterprises, the Law on Securities and the best international practice on corporate governance, but have been adjusted to Vietnams conditions in order to ensure stable development of the securities market and to contribute towards a healthy economy.

These Regulations apply the basic rules on corporate governance with a view to protecting the legitimate rights and interests of shareholders, and to establishing standards for conduct and professional ethics of members of the board of management, the board of directors, the board of controllers and managers of any listed company.

These Regulations shall also provide the basis for assessing corporate governance compliance by listed companies.

Article 2.- Interpretation of terms

1. The following terms shall be construed as follows:

(a) Corporate governance means a system of rules to ensure that a company is effectively operated and controlled in the interests of shareholders and related persons. Rules of corporate governance shall:

- Ensure an effective managerial structure;

- Ensure the rights of shareholders;

- Ensure fair and impartial treatment as between shareholders;

- Ensure roles of persons with related interests;

- Ensure transparency during the companys activities;

- Ensure that the board of management and the board of controllers lead and manage the company effectively.

(b) Listed company means any shareholding company approved to be listed on the Stock Exchange or a Securities Trading Centre within the territory of Vietnam.

(c) Affiliated person means any individual or organization as stipulated in article 6.34 of the Law on Securities.

(d).Independent member of the board of management means a member who is not the director or general director, deputy director or deputy general director, chief accountant or other manager appointed by the board of management or major shareholders of the company.

2. In these Regulations, a reference to one or more provisions or legal texts shall include amendments, supplementing or replacing documents.

Chapter II

SHAREHOLDERS AND GENERAL MEETING OF SHAREHOLDERS

Article 3.- Rights of shareholders

1. Shareholders shall have all the rights stipulated in the Law on Enterprises, other laws and the company Charter, and in particular:

(a) The right to freely transfer shares which have been paid for and recorded in the shareholders register, except for restrictions on transfer stipulated by law and the company Charter;

(b) The right to be fully notified of both periodical and ad hoc [extraordinary] information about the companys activities.

A listed company may not restrict the number of shareholders attending the general meeting of shareholders, and must create favourable condition for shareholders to exercise their rights to authorize representatives to attend the general meeting of shareholders at the request of such shareholders.

2. Shareholders shall have the right to protect their legitimate interests. If a resolution of the general meeting of shareholders or board of management breaches the law or basic rights of shareholders as stipulated by law, then such shareholders shall be entitled to request non-implementation of such resolution pursuant to procedures stipulated by law. If a resolution or decision in breach causes loss to the company, then the board of management, board of controllers or the board of directors which is liable must compensate the company. Shareholders shall have the right, in accordance with procedures stipulated by law, to require the company to pay compensation.

3. Shareholders may refuse to exercise their priority right to purchase new shares. This right of refusal shall be clearly stated in [the relevant] resolution of the general meeting of shareholders.

4. A listed company shall be responsible to formulate a reasonable corporate governance mechanism and an effective communication system with shareholders in order to ensure that:

(a) Shareholders may fully exercise their rights in accordance with law and the company Charter;

(b) Shareholders are treated equally as between each other.

5. Each share of the same class shall give each owner the same equivalent rights, interests and obligations. If the company has preferential shares, then the rights and obligations adhering to those preferential shares must be fully announced to shareholders and approved by the general meeting of shareholders.

Article 4.- Company Charter and internal rules on corporate governance

1. A listed company must draft its Charter based on the standard Charter stipulated by the Ministry of Finance.

2. A listed company shall be responsible for drafting and promulgating internal rules on corporate governance, basically consisting of:

(a) Order and procedures for convening and voting at the general meeting of shareholders;

(b) Order and procedures for nominating, standing for election, electing and dismissing members of the board of management;

(c) Order and procedures for holding meetings of the board of management;

(d) Order and procedures for selecting, appointing and dismissing senior managers;

(e) Order and procedures for co-ordination between the board of management, the board of controllers and the board of directors;

(f) Rules on assessing activities, rewarding and disciplining members of the board of management, the board of controllers, the board of directors and other managers.

Article 5.- Matters concerning major shareholders

1. The board of management of the company shall establish a regular communication system with major shareholders.

2. Major shareholders shall not be permitted to exploit their advantages in order to cause harm to the rights and interests of the company and other shareholders.

Article 6.- Annual and extraordinary sessions of the general meeting of shareholders

1. A listed company shall regulate the order and procedures for convening and voting at the general meeting of shareholders, including:

(a) Notice of convening the general meeting of shareholders;

(b) Method of registering for attending the general meeting of shareholders;

(c) Method of voting;

(d) Method of counting votes; in the case of sensitive matters or at the request of shareholders, a listed company shall appoint a neutral organization to collect and count votes;

(e) Announcing voting results;

(f) Method of opposing resolutions of the general meeting of shareholders;

(g) Recording minutes of the general meeting of shareholders;

(h).Taking minutes of the general meeting of shareholders;

(i) Publishing resolutions of the general meeting of shareholders;

(j) Other issues.

2. The board of management shall properly arrange the agenda for the general meeting of shareholders and arrange a reasonable time for discussion and voting on each issue raised in the agenda.

3. Shareholders shall be entitled to participate in the general meeting of shareholders directly or indirectly via a proxy. Shareholders may authorize the board of management or some other depository organization to be their representative at the general meeting of shareholders. If a depository organization is authorized to be a shareholder's representative, it must publish the contents of its voting authorization. A listed company shall guide shareholders on the procedures to authorize, and on preparation of a power of attorney.

4. Auditors or representatives of an auditing company may be invited to attend the general meeting of shareholders in order to state their opinion on auditing issues at such meeting.

5. In order to increase the efficiency of the general meeting of shareholders, a listed company must do its best to apply the most advanced information technology so that shareholders may attend the general meeting of shareholders in the best manner.

6. A listed company must convene the annual general meeting of shareholders which must not be convened by the method of collecting shareholders opinions in writing.

7. A listed company shall stipulate in its Charter the principles, order and procedures for collecting shareholders opinions in writing so as to approve decisions of the general meeting of shareholders.

Article 7.- Report at the general meeting of shareholders on activities of the board of management

A report on activities of the board of management submitted to the general meeting of shareholders must contain at least the following contents:

- Assessment of the companys activities during the fiscal year;

- Activities of the board of management;

- Summarized contents of meetings of and decisions of the board of management;

- Result of supervision of the director or general director;

- Result of supervision of managers;

- Proposed plan for the future.

Article 8.- Report at the general meeting of shareholders on activities of the board of controllers

A report on activities of the board of controllers submitted to the general meeting of shareholders must contain at least the following contents:

- Activities of the board of controllers;

- Summarized contents of meetings of and decisions of the board of controllers;

- Result of supervision of activities and financial status of the company;

- Result of supervision of members of the board of management, the board of directors and managers;

- Report of assessment of co-ordination between the board of controllers, the board of management, the board of directors and shareholders.

Chapter III

MEMBERS OF BOARD OF MANAGEMENT AND BOARD OF MANAGEMENT

Article 9.- Running for the post of and nominating members to the board of management

1. Information relating to candidates for membership of the board of management (where candidates have been nominated) shall be announced a reasonable time before the date of convening the general meeting of shareholders, so that shareholders may learn about such candidates.

2. Candidates for the board of management must commit in writing to the truthfulness, accuracy and reasonableness of personal information announced, and must commit to implementing their duties as a member of the board of management in an honest method if elected.

3. Shareholders or a group of shareholders holding less than 10% of the voting shares for a consecutive period of at least 6 months shall be entitled to nominate one member; shareholders holding from 10% to less than 30% shall be entitled to nominate two members; shareholders holding from 30% to less than 50% shall be entitled to nominate three members; shareholders holding from 50% to less than 65% shall be entitled to nominate four members; and shareholders holding from 65% upwards shall be entitled to nominate all candidates.

4. If the number of candidates who are nominated and who stand for election is still insufficient, the incumbent [currently in office] board of management may nominate more candidates or organize for nomination in accordance with a mechanism stipulated by the company. The nomination mechanism or the method by which the incumbent board of management nominates candidates for the board of management shall be clearly announced and approved by the general meeting of shareholders before nominations are commenced.

5. A listed company shall regulate and give detailed instructions to shareholders on voting on membership of the board of management by the method of cumulative voting.

Article 10.- Status as a member of the board of management

1. A member of the board of management means a person whom the law and the company Charter do not prohibit from being members of the board of management. A member of the board of management may not be a shareholder of the company.

The company Charter may provide the criteria for membership of the board of management, but the criteria must not breach the basic rights of shareholders.

2. In order to ensure that there is a separation between the supervisory and managerial roles of the company, a listed company shall be required to limit the number of members of the board of management who may concurrently hold other positions in the managerial apparatus of the company.

3. A member of the board of management of a listed company must not concurrently be a member of the board of management of more than five other companies.

4. The chairman of the board of management must not concurrently hold the position of director or general director, unless approved at the annual general meeting of shareholders.

Article 11.- Composition of the board of management

1. The number of members of the board of management shall be at least five and at most eleven, one- third of whom shall be non-executive independent members.

2. If a member loses membership status pursuant to law and the company Charter, is dismissed or cannot continue to be a member for some reason, the board of management may appoint another person as a replacement. In this case, the replacing member of the board of management must be voted for and approved at the next general meeting of shareholders.

Article 12.- Rights and obligations of members of the board of management

1. Members of the board of management shall be responsible to implement their duties in an honest and diligent method in the best interests of the shareholders and the company.

2. Members of the board of management must attend all meetings of the board of management and state their clear opinions on issues raised for discussion.

3. When selling or purchasing shares of the company, members of the board of management and affiliated persons must report to the State Securities Commission, Stock Exchange or Securities Trading Centre and announce information about such purchase and sale in accordance with law.

4. A listed company may purchase liability insurance for members of the board of management after obtaining approval from the general meeting of shareholders. However such liability insurance shall not include insurance of the liability of members of the board of management for breach of law and the company Charter.

Article 13.- Rights and obligations of the board of management

1. The board of management shall be accountable to shareholders for the companys activities. A listed company shall formulate a corporate governance mechanism to ensure that the board of management implements its obligations in compliance with law and the company Charter.

2. The board of management shall be responsible for ensuring that the companys activities comply with law and the company Charter, ensuring equal treatment to all shareholders and consideration of persons with interests related to the company.

3. The board of management shall formulate provisions on the order and procedures for nominating, standing for election, voting for and dismissing members of the board of management, and the order and procedure for holding meetings of the board of management with the following basic contents:

(a) Order and procedure for nominating, standing for election, election and dismissal of members of the board of management:

- Criteria for membership of the board;

- Method for nominating and/or standing for the post of member of the board of management by a nominee of a group of shareholders so qualified by law and the company Charter;

- Method of election of members of the board of management;

- Circumstances in which members will be dismissed;

- Notification of election and dismissal of members of the board of management.

(b) Order and procedure for holding meetings of the board of management:

- Notification of a meeting of the board of management (including the agenda, time, venue, relevant documents, and voting slips for members who cannot attend a meeting);

- Conditions for validity of the meeting;

- Method of voting;

- Method of approving resolutions of the board of management;

- Taking minutes of the meeting of the board of management;

- Approving minutes;

- Announcing resolutions of the board of management.

4. The board of management shall formulate provisions on the order and procedure for selecting, appointing and dismissing senior managers and the order and procedures for co-ordination of activities between the board of management, the board of directors and the board of controllers, including:

(a) Order and procedures for selecting, appointing and dismissing senior managers:

- Criteria for selecting senior managers;

- Appointment of senior managers;

- Signing labour contracts with senior managers;

- Cases of dismissing senior managers;

- Notification of appointment, dismissal of senior managers.

(b) Order and procedures for co-ordination of activities between the board of management, the board of controllers and the board of directors:

- Order and procedures for convening, invitations to, taking minutes of and announcing results of a meeting amongst all the boards being the board of management, the board of controllers and the board of directors:

- Announcing resolutions of the board of management to the board of directors and to the board of controllers;

- Cases in which the director or general director and the majority of members of the board of controllers have the right to request to convene the general meeting of shareholders, and issues on which the opinion of the board of management must be consulted;

- Report by the board of directors submitted to the board of management on implementation by the board of directors of its assigned rights and obligations;

- Review by the board of management of implementation by the board of directors of resolutions of the former and of matters delegated to the board of directors to perform;

- Issues on which the board of directors must report and provide information to the board of management and the board of controllers, and the method for providing such information;

- Co-ordination of the activities of control, management and supervision between members of the board of management, of the board of controllers and of the board of directors according to their specific duties.

5. The board of management shall be responsible to formulate a mechanism for assessing activities of, and for rewarding and disciplining members of the board of management, of the board of controllers and of the board of directors and other managers.

6. The board of management shall be responsible for preparing the report and providing it to the general meeting of shareholders as stipulated in article 7 of these Regulations.

Article 14.- Meetings of the board of management

1. The board of management shall organize its meetings in accordance with the order and procedures stipulated in the company Charter. A meeting, its agenda and relevant documents shall be notified in advance to members of the board of management within the time-limit stipulated by law and the company Charter.

2. Minutes of a meeting of the board of management must be prepared clearly and in detail. The secretary and members of the board of management attending the meeting must sign the minutes. Minutes of meetings of the board of management must be filed in accordance with law and the company Charter.

Article 15.- Sub-committees of the board of management

1. The board of management may set up sub-committees to assist it in its activities, including a sub- committee for development policy, a sub-committee for internal audit, a sub-committee for personnel, a sub-committee for salary and bonuses and other special sub-committees in accordance with resolutions of the general meeting of shareholders.

2. The sub-committee for internal audit must have at least one member who specializes in accounting and who is not a person working in the accounting/financial department of the company.

3. The board of management shall provide detailed rules on establishment of sub-committees, and on the responsibility of sub-committees and of each member of a sub-committee.

4. In a case where a company does not set up sub-committees, the board of management shall nominate the person/s to be in charge of each issue such as auditing, salary and bonuses, and personnel.

Article 16.- Secretary of the company

1. In order to assist the companys activities to be conducted effectively, the board of management must appoint at least one person to act as secretary of the company. The secretary of the company must have a good knowledge of law, and may not concurrently work for the auditing company which currently audits the company.

2. The role and duties of the secretary of the company shall comprise:

- Organizing meetings of the board of management and of the board of controllers and the general meeting of shareholders at the request of the chairman of the board of management or the board of controllers;

- Advising on procedures for meetings;

- Taking minutes of meetings;

- Ensuring that resolutions of the board of management comply with law;

- Providing information relating to finance and copies of minutes of meetings of the board of management and other information to members of the board of management and the board of controllers.

3. The secretary of the company shall be responsible for maintaining confidentiality of information in accordance with law and the company Charter.

Article 17.- Remuneration of the board of management

1. The remuneration of the board of management shall be approved annually by the general meeting of shareholders and specifically announced to shareholders.

2. The remuneration of the board of management shall be specifically listed in the audited annual financial statements.

3. If a member of the board of management is concurrently the director or general director, then his or her remuneration shall comprise the salary of the director or general director plus other items of remuneration.

4. Details of remuneration and other benefits and expenses paid to members of the board of management shall be specifically announced in the companys annual report.

Chapter IV

MEMBERS OF BOARD OF CONTROLLERS AND BOARD OF CONTROLLERS

Article 18.- Status as a member of the board of controllers

1. A person prohibited by law and by the company Charter from being a member of the board of controllers must not be a member of the board of controllers. A member of the board of controllers must have specialized qualifications and experience, and it shall not be necessary for a member of the board of controllers to also be a shareholder of the company.

2. The head of the board of controllers must have specialized accounting qualifications and must not work in the accounting/financial department and must not be the financial director of the company.

Article 19.- Composition of the board of controllers

1. The number of members of the board of controllers shall be at least three and at most five.

2. The board of controllers must have at least one member who is an accountant or auditor. This member must not be a member of staff of the accounting/financial department of the company, and must not be a member of staff of the independent auditing company which currently audits the companys financial statements.

Article 20.- Rights of members of the board of controllers to access information, and independence of members of the board of controllers

1. Members of the board of controllers shall be entitled to access all information and documents relating to the companys activities. Members of the board of management, the director or general director and managers must provide information at the request of members of the board of controllers.

2. A listed company shall formulate a mechanism to ensure that members of the board of controllers are independent in their activities, and implement their duties in accordance with law and the company Charter.

Article 21.- Responsibilities and obligations of the board of controllers

1. The board of controllers shall be accountable to shareholders for its supervisory activities. The board of controllers shall be responsible to supervise the financial status of the company; the legality of actions of the members of the board of management, of actions of the board of directors and managers; co-ordination between the board of controllers with the board of management, the board of directors and shareholders; and [shall have] other duties stipulated by law and the company Charter with a view to protecting the legitimate interests of the company and its shareholders.

2. The board of controllers shall meet at least twice each year, and the number of attendants must be at least two-thirds of the total number of members of such board. Minutes of a meeting of the board of controllers must be prepared clearly and in detail. The secretary and members of the board of controllers attending the meeting must sign the minutes. Minutes of a meeting of the board of controllers must be filed as important documents of the company in order to clarify liability of each member of the board of controllers for resolutions of such board.

3. The board of controllers shall have the right to request members of the board of management or of the board of directors, internal auditors and independent auditors to attend a meeting of the board of controllers and answer questions on issues which concern such board.

4. The board of controllers may report directly to the State Securities Commission or other State administrative bodies if it discovers acts which it considers breach the law or the company Charter committed by a member of the board of management or of the board of directors or by a manager.

5. The board of controllers shall be entitled to select an independent auditing organization to audit the financial statements of the listed company, and to request the general meeting of shareholders to approve such selection.

6. The board of controllers shall be responsible for making the report at the general meeting of shareholders as stipulated in article 8 of these Regulations.

Article 22.- Remuneration of the board of controllers

Members of the board of controllers shall be paid annual remuneration for completing their duties. The calculation of the remuneration of members of the board of controllers must be specific and transparent, and shall be approved by the general meeting of shareholders. The total amount of remuneration paid to the board of controllers shall be announced in the companys annual report and to shareholders.

Chapter V

PREVENTING CONFLICTS OF INTEREST AND TRANSACTIONS WITH PARTIES WITH INTERESTS RELATED TO THE COMPANY

Article 23.- Responsibility of members of the board of management and of the board of directors to be honest and to avoid conflicts of interest

1. Members of the board of management, the director or general director, managers and affiliated persons shall not be permitted to take advantage of business opportunities which could reap benefits for the company for their own personal purposes; and shall not be permitted to use information obtained by virtue of their position in order to gain any personal benefit or a benefit for other individuals and organizations.

2. A member of the board of management, the director or general director and a manager must notify the board of management of any contract between the company with such member or with an affiliated person of such member. Such entities [the member or manager and any affiliated person] shall be permitted to continue to perform such contract when members of the board of management who do not have a related interest [to the contract] decide not to investigate the matter.

3. The company shall not be permitted to make a loan or provide a guarantee to a member of the board of management or of the board of controllers, to the director or general director, to a manager or affiliated person or to any other legal entity with which the above-named have a financial interest, unless otherwise decided by the general meeting of shareholders.

4. A member of the board of management shall not be permitted to vote on a transaction in which such member or an affiliated person participates, including a case where the interest of the member of the board in the transaction has not been confirmed and irrespective of whether the interest is material or non-material. The above-mentioned transactions must be presented in the financial statements for the relevant period and announced in the annual financial statements.

5. Members of the board of management, the director or general director, managers and their affiliated persons shall not be permitted to use information which has not yet been announced in order to reveal it to others or to carry out the relevant transaction on their own behalf.

6. A listed company shall stipulate rules on how to assess activities of, and on rewarding and disciplining members of the board of management, of the board of controllers and of the board of directors, and of managers, to include the following contents:

- Formulating the assessment criteria;

- Formulating the reward and discipline system;

- Organizing the apparatus making assessments and [deciding] to reward or discipline;

- Organization of implementation.

Article 24.- Transactions with affiliated persons

1. When conducting a transaction with an affiliated person, a listed company must sign a contract in writing on the basis of fairness and voluntary action. The contents of the contract must be clear, and the terms and conditions on execution, supplements, amendments, validity, price and basis for determining the contractual price shall constitute information to be disclosed in accordance with law.

2. A listed company shall apply necessary measures to prevent affiliated persons from interfering in the companys activities and causing loss to the companys interests by monopolizing selling and purchasing channels and by rigging prices.

3. A listed company shall apply necessary measures to prevent shareholders and affiliated persons from carrying out transactions which may cause a loss of capital, assets or other resources of the company. A listed company shall not provide financial guarantee for shareholders and affiliated persons.

Article 25.- Ensuring legitimate rights of persons with interests related to the company

1. A listed company must respect the legitimate rights of persons with interests related to the company including banks, creditors, employees, consumers, suppliers, the community and others.

2. A listed company needs to co-ordinate actively with persons with interests related to the company, by:

(a) Providing sufficient necessary information to banks and creditors so that they can assess activities and the financial status of the company and make a decision;

(b) Encouraging such persons or entities to raise opinions on the status of business activities and the financial status and on important decisions which pertain to their interests by direct contact with the board of management, the board of directors and the board of controllers.

3. A listed company must be concerned about welfare issues, environmental protection, the general interests of the community and the social responsibility of the company.

Chapter VI

TRAINING ON CORPORATE GOVERNANCE

Article 26.- Training on corporate governance

Members of the board of management and of the board of controllers, the director or general director and deputy director or deputy general director of a listed company shall be required to participate in basic training courses on corporate governance organized by training institutions which have relevant training programs.

Chapter VII

ANNOUNCEMENT OF INFORMATION AND TRANSPARENCY

Article 27.- Regular announcement of information

1. A listed company shall be obliged to promptly, completely and accurately announce both periodical and extraordinary information about its business, financial status and corporate governance status to shareholders and the public. Information and the method of announcing information shall be implemented in accordance with law and the company Charter. In addition, a listed company must announce other information in a prompt and complete manner if such information could affect the value of securities and could affect decision-making by shareholders and investors.

2. The announcement of information shall be implemented by a method which ensures that shareholders and the investing public may access it simultaneously and equally. The wording of an announcement needs to be clear and easy to understand, and should avoiding language which could cause misunderstanding by shareholders and the investing public.

Article 28.- Announcing information on corporate governance status

1. A listed company must announce information on its corporate governance status at the annual general meeting of shareholders and in annual reports of the company. Such information must at least consist of:

(a) Members and structure of the board of management and of the board of controllers;

(b) Activities of the board of management and of the board of controllers;

(c) Activities of independent non-executive members of the board of management;

(d) Activities of sub-committees of the board of management;

(e) A plan to increase the efficiency of the companys activities;

(f) Remuneration and expenses for members of the board of management, the board of directors and the board of controllers;

(g) Information about transactions of the companys shares by members of the board of management, the board of directors, the board of controllers and major shareholders; and about other transactions by members of the board of management, the board of directors, the board of controllers and their affiliated persons;

(h) The number of members of the board of management, of the board of directors and of the board of controllers attending training courses on corporate governance;

(i) Actions not yet undertaken [but required by] these Regulations, the reasons and [proposed] solutions.

2. A listed company shall be obliged to report on a quarterly and annual basis and to announce information about its corporate governance status in accordance with regulations of the State Securities Commission to the State Securities Commission and to the Stock Exchange or Securities Trading Centre.

Article 29.- Announcing information about major shareholders

1. A listed company must regularly announce information about each major shareholder, including:

(a) Full name and date of birth (individual shareholder);

(b) Contact address;

(c) Occupation (individual shareholder), or scope of business (institutional shareholder);

(d) Number and ratio of shares owned in the company;

(e) Status of fluctuation in ownership by major shareholders;

(f) Information which may lead to a major change in the companys shareholders;

(g) Status of increase or decrease in shares, and pledge or mortgage of shares of major shareholders.

2. A listed company shall be obliged to report on a quarterly and annual basis and to announce information about the status of fluctuation in ownership by major shareholders in accordance with regulations of the State Securities Commission to the State Securities Commission and to the Stock Exchange or Securities Trading Centre.

Article 30.- Organization the announcement of information

1. A listed company shall organize the announcement of information to include the following basic contents:

(a) Formulating and promulgating rules on announcing information as stipulated in the Law on Securities and its guiding documents;

(b) Appointing at least one staff member in charge of announcing information.

2. The staff member in charge of announcing information may be the secretary of the company or another company manager.

3. The staff member in charge of announcing information must:

(a) Have knowledge of accounting and finance and have specified computer skills;

(b) Publish his or her name and telephone number so that shareholders may readily contact him or her;

(c) Have sufficient time to implement his or her duties, especially contacting shareholders, receiving shareholders opinions, periodically publicly answering shareholders opinions and matters relating to corporate management as stipulated in regulations;

(d) Be responsible for announcing information of the company to the investing public in accordance with law and the company Charter.

Chapter VIII

REGIMES ON REPORTING, SUPERVISION AND DEALING WITH BREACHES

Article 31.- Reporting

A listed company shall be obliged to report on an annual basis and to announce information about its corporate governance compliance in accordance with these Regulations to the State Securities Commission, to the Stock Exchange or Securities Trading Centre, and to other relevant bodies as stipulated by law.

Article 32.- Supervision

A listed company, affiliated individuals and organizations and the companys shareholders shall be subject to corporate governance supervision by the State Securities Commission, the Stock Exchange or Securities Trading Centre, and by other relevant bodies as stipulated by law.

Article 33.- Dealing with breaches

Any listed company which breaches or fails to implement the provisions of these Regulations without announcing and reporting same to the State Securities Commission as stipulated in articles 27,28 and 31 of these Regulations shall be subject to an administrative penalty pursuant to the Decree on administrative offences in the securities and securities market sector.