Corporate Governance

Corporate Governance

Corporate Governance

At HSC, we deeply understand the importance of a good and rigorous corporate governance to the achievement of long-term business goals. Therefore, since the inception, we have endlessly been focusing on enhancing our corporate values. Accordingly, we have been able to gain and deepen the trusts of clients, shareholders, other stakeholders, and the community in our company.



2. Company Charter


3. Governance Regulation


4. Regulation on organization & operation of the Board of Directors


5. Regulation on Organization and Operation of the Supervisory Board


6. Prospectus


7. Code of Ethics


8. Outline of HSC corporate governance guidelines

  • The BoD is responsible for monitoring HSC’s operations to ensure that the Company complies with all applicable laws and its Charter, as well as internal regulations, and to assure the rights of its shareholders and stakeholders.
  • The structure of HSC’s BoD has a good balance in terms of the number of non-executive and executive members. All members of the BoD have strong managerial capabilities and in-depth knowledge and experience in law, corporate finance and the Vietnamese capital markets.
  • The separation of the role of the Chairman and the CEO reflects independence and a clear division of responsibilities between the BoD and the BoM to ensure a fair division of powers in decision-making, increased accountability and enhanced governance.
  • There are three committees reporting to the BoD. They are the Risk Management Committee, the Audit Committee, and the Remuneration Committee. The committees are tasked with advising and assisting the BoD in maintaining and enhancing internal control operations.

a. Risk Management Committee

  • The Risk Management Committee is responsible for advising the Board on the issuance of risk management strategies, processes, and policies.
  • The Risk Management Committee is also responsible for analyzing and issuing warnings about the Company’s safety against potential risks, as well as recommending preventative measures.
  • On monthly and quarterly basis, the Risk Management Department prepared and circulated a risk management report to the Risk Management Committee. The reports summarized the major risks identified in the reporting period and an action plans for the Risk Management Committee.

b. Audit Committee

  • The Audit Committee was founded in 2014 and has acted in accordance with principles set out in the Code of Conduct and the Charter, which have been approved by the BoD.
  • The Audit Committee carries out regular audits on the maintenance and operation of the internal controls and reports results to BoD. The Audit Committee also receives and reviews the findings on the potential violations of internal controls of business functions which are reported directly by the Internal Audit Department.

c. Remuneration Committee

  • The Board Remuneration Committee was officially established in 2016. The Remuneration Committee was established with the aim of advising and proposing compensation, remuneration and benefits for the members of BoD, BoS and BoM.
  • The committee also reviews the annual budget for staff compensation and decides on the issuance of Employee Stock Ownership Program (ESOP) to selected employees.
  • HSC shall treat shareholders equally and based on the importance of shareholder rights, HSC shall take necessary measures to ensure that shareholders are not unfairly precluded from exercising their rights.
  • HSC’s all information disclosure documents: quarterly financial statements, annual report, newsletters, annual general meeting (AGM) documents are published in both Vietnamese and English languages and disclose in transparent, adequate and timely manners
  • HSC shall engage in a constructive dialogue periodically with shareholders. Specifically, HSC quarterly organizes face-to-face meetings with investors and media partners to report on the Company’s financial and performance updates and welcome comments, feedback from stakeholders for the purpose of sustainable growth of the Company.
  • HSC devotes significant resources to Investor Relation to preserve its shareholder’s rights to access relevant, accurate and timely information about the Company.
  • HSC’s dividend policy is reviewed by the BoD on an annual basis. Dividend payment announcements are transparent and come with detailed information. The Company always honors its dividend payment schedule, which is usually within 30 days from the date of BoD approval.
  • HSC established the "Code of Ethics " as a code of conduct for each director, officer, and employee of the Company to comply with.
  • HSC applies a transparent and competitive policies on salary, bonus and welfares to ensure employees are rewarded properly for their contribution and commitment, which are measured and appraised through Employee Performance Management program. 
  • HSC shall enhance corporate value in the long-term by respecting the diversity and different values among the directors, officers and employees of the Company, and establishing a sound workplace to enable all employees to perform at their full potential.
  • As one of Vietnam’s leading securities companies, HSC is fully aware of its key role in the development of the securities market. Through continuous innovation and development of new products, HSC has proactively supported the authorities to develop strategic initiatives and important investment direction in the development of securities market.

 


9. Information disclosure procedure