No 1205 Report of the BOD in 2015

No: 1205/BC-HĐQT

Hanoi, dated 29th April 2016

REPORT OF BAOVIET HOLDINGS BOARD OF DIRECTORS
AT THE 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Dear honored shareholders!
The Board of Directors (“BOD”) of BaoViet Holdings would like to report
to the Annual General Meeting of Shareholders (“AGM”) on the BOD’s 2015
performance and 2016 Orientations on operating activities as follows:
I. The BOD’s performance in 2015
1. Overview on the BOD’s operating performance in 2015
In 2015, in order to implement the regulations in the Enterprise Law,
Company Charter of BaoViet Holdings (“BVH”) as well as the Operating
Regulations of the BOD, the BOD of BVH organised 05 (five) BOD meetings.
BOD’s meetings focused on solving key issues related to the orientations for
implementation of the resolutions by the AGM in 2015; drafting and implementing
the Business Plans in 2015, 2016; reviewing the implementation of the Corporate
Strategy for the period of 2011 – 2015, as well as drafting the Corporate Strategy
for the period of 2016 – 2020; strengthening the senior HR of the BVH; directing
the implementation of the Restructure Scheme of the BaoViet Finance – Insurance
Group, etc. All resolutions finalised by the BOD to propose in the meetings are the
essential directions for the Board of Management (“BOM”) to implement,
complete and exceed the Business Plan of BVH in 2015.
Aside from the above BOD meetings, BOD also approved decisions in the
form of opinion collecting from BOD members in writen forms in order to direct
and solve over 100 issues related to the significant directions in corporate
governance and other matters within the authorization of the BOD; simultaneously
monitoring the activities of BOM closely in the implementation of resolutions of
the AGM and BOD.

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2. Evaluation on the operating performance of BOD members in 2015
In 2015, BOD members participated fully in all BOD meetings and
provided opinions in writen forms regarding matters under the competence of the
BOD with highly responsible spirit, promoting the leadership of BOD members for
the benefits of shareholders and the sustainable development of the Group.
Aside from the implementation and completion of the responsibilites in the
activities of the BOD, BOD members excelled in completing the assigned tasks
according to the assignment of tasks for BOD members, specifically as follows:
- The BOD Chairman completed his tasks according to the Enterprises Law,
the Company Charter and the Regulations on Operation of the BOD regarding the
establishment and implementation of the annual programmes, assignment of tasks
amongst BOD members, organisation of meetings, requests for opinions in writen
forms, issuance of Resolutions, Decisions and Announcements of the BOD;
directing, managing and supervising the BOM to implement the resolutions of the
BOD; assigning tasks to the Committees under BOD and the Internal Audit Block
to foster their functions in advisory, consultancy, to the BOD regarding matters
under their competence.
- Full-time BOD members provided positive contribution to the process of
completing the internal regulations on Corporate Governance of BVH, along with
the BOD to manage and supervise the business operations, contributing to the
completion of the Business Plan in 2015.
- BOD members were assigned to manage the business activities of BVH
and company members of BVH directed to complete and to exceed the business
targets in 2015, contributing to the completion and excession of the Business Plan
of the Group in 2015.
- BOD members as being the representatives of strategic shareholders i.e.
Sumitomo Life (“SML”) and The State Capital Investment Corporation (“SCIC”)

played such vital roles in fostering the corporative relations on developing the
business between BVH, SML and SCIC; Strengthening the implementation of the
Technical Support and Capability Transfer Agreement (“TCSTA”) between SML
and BVH.
3. Results on the supervision of CEO and managerial staffs of BVH
In 2015, CEO and managerial staffs of BVH showed outstanding completion
of the governance in business activities of the Group, specifically as follows:
- Completed and exceeded the annual business targets in 2015 approved by
the AGM and BOD;
- Implemented promptly and effectively the sub-projects of the Restructure
Scheme of BaoViet Finance - Insurance Group;
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- Continued to strengthen the foundations for the sustainable development
in the direction of the Corporate Strategy for the period of 2011 – 2015; reviewing
the Corporate Strategy for the period of 2011 – 2015 and implementing the
construction of the Corporate Strategy for the period of 2016 – 2020 of BVH
according to the orientations of the BOD in order to propose to the AGM for
approval;
- Directed to implement accordingly all decisions of the BOD as well as key
solutions approved by the BOD.
During the process of governance, the BOM of BVH complied accordingly to
the decentralization of governance in BVH’s Charter, Regulations on Corporate
Governance, and internal regulations of BVH as well as all decisions of the BOD.
4. Remuneration and operating expenses of BOD in 2015
Regarding the remuneration of BOD in 2015:
- For cum-tittle BOD members, the remuneration (excluding income taxes)
is 10 million Dong/person/month.
- For full-time or cum-tittle within the BOM of Parent company/Company

members – BOD members: to enjoy the salary regime of BVH/Company members.
Regarding the operating expenses of BOD in 2015:
Comply with the Regulations on Operating activities of BOD and
Regulations on the Internal Expenses of BVH.
(The detailed summary table of remuneration in 2015 of BOD members was
disclosed in the Annual Report in 2015 of BVH).
II. Implemented results of resolutions of the AGM in 2015
In 2015, BOD directed promtly and comprehensive implementation of all
resolutions of the AGM in 2015 as follows:
1. BOD directed to complete the Business Plan in 2015
On process of implementing approvals of the AGM in 2015, the BOD
focused on directing the BOM in implementing the solutions on completing the
business targets from the resolutions of the AGM and BOD in 2015 with the
essentially outstanding performance results: Consolidated total revenue of BVH
reached 20,789 billion Dong, increase by 9.1% compared to 2014, meeting 109.9%
of the plan; The consolidated profit after tax reached 1,175 billion Dong,
exceeding 3% compared to plan. The total revenue of the Parent company i.e.
BVH reached 1,317 billion Dong, completing 100% plan. The profit after tax of
the Parent company reached 1,002 billion Dong, exceeding 2.3% compared to
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plan. The profit after tax over charter capital of Parent company (“ROCC”)
reached 14.7%, exceeding the planned target by 0.3%. With these results, BVH
could ensure the implementation of all duties to the State budget, and the benefits
of customers, shareholders and employees.
From the evaluation of the business operating activities in 2015, BVH and
company members yielded to complete and exceeded the business targets and
implemented the proposed tasks effectively. These results emphasises the validity,
in-time, and suitability of the solutions implemented by the BOD and BOM,

simultaneously expressing the hight efforts, consensus and commitment of the
company members, employees and agents throughout the system of BaoViet.
2. BOD directed to allocate the funds according to approvals of the AGM and
implemented the dividend payouts in 2014 to all shareholders right after the AGM
in 2015 and completed within July 2015 with a ratio of 10% on par value of share
i.e. VND 1,000 per share, equivalent to the amount of 680.471.434.000 Dong.
3. BOD continued to direct the implementation of the project on increasing
the Charter Capital of BVH according to the resolutions of the AGM in 2014 and
2015.
4. BOD directed to complete the supplementary registration of the business
lines of BVH according to the Resolutions of the AGM in 2015.
5. BOD implemented the review, revision and issuance of the revised and
supplemented Company Charter of BVH for the 6th time on 15th January 2016
under the compliance of the Enterprise Law in 2014 and related legal documents;
as well as ensuring the rightly implementation of the approved principles of the
AGM in 2015.
III. Report on the corporate governance of BVH in 2015
In realisation of the importance of corporate governance, the BOD identify
the improvement of corporate governance performance as an essential content in
the strategic directions for BaoViet in order to construct a strong corporate
governance structure on the basis of the application of the best international
practices, combining the overall strengths from all the resources throughout the
system in order to manage, monitor the business activities in such responsible
transparent and effective manners.
In 2015, BOD members, the Supervisory Board (“SB”), CEO and the
Corporate Secretary participated in the training, discussion and conference related
to corporate governance, being proactive in using the ASEAN Corporate
Governance Scorecard in order to improve the standards and practices of corporate
governance at BVH.
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All reports on the Corporate Governance Performance of BVH in 2015 were
disclosed with full information in due time to the SSC and Ho Chi Minh City Stock
Exchange. The detailed content of the report on the Corporate Governance
Performance in 2015 was also disclosed in the Annual Report in 2015 of BVH.
IV. Operating Plan of BOD in 2016
2016 shall be the stepping year to create essential foundations for the
implementation of the Corporate Strategy for the period of 2016 – 2020 with the
vision “Maintain the market position as the leading Finance - Insurance Group in
Vietnam, improving the international competitiveness, strong financial strength,
sustainable effective growth”. With such essential meanings, BOD unified some
key targets in the Business plan in 2016 for BVH, which is expected to be submitted
to the AGM as follows:
- Total revenue: 1,398 billion Dong;
- Profit after taxes: 1,005 billion Dong;
- ROCC of BVH: 14.8%.
In 2016, BOD shall continue to maintain the frequency of meeting in every
quarter as being regulated and organise meetings under the form of opinion
collecting in writen forms from BOD members in order to implement the
Resolutions of the AGM in 2016; as well as other issues related to corporate
governance and to direct the implementation of key tasks in 2016 throughout the
Group. The BOD shall continue to foster the roles of the Committees of the BOD
in providing recommendations to the BOD regarding senior HR, corporate strategy
and investment activities; strengthening the supervision and revision of business
performance and the preservation of capital.
With the message of 2016 as “Intensive investment for sustainable
development”, BOD shall provide orientations to key tasks in 2016, specifically as
follows:
First, implement the Resolutions of the AGM in 2016, including the focus

on completing the Business plan in 2016 and closely monitor the Corporate
Strategy for the period of 2016 – 2020 via the implementation of key solution
categories throughout the Group.
Second, continue to strengthen the built foundations in the post-equalization
period with the objectives “Intensive investment for sustainable development”,
including the focus on issues such as: (i) Investment in the infrastructures and
application of IT at international standards throughout the Group; (ii) Investment in
development of HR and the succession planning of BaoViet’s senior HR; (iii)
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Strengthening of the internal audit activities in order to improve the audit validity,
and the internal supervision throughout the Group; (iv) Implementation of Synergy
projects in Marketing, branding in order to modernize and unify the brand image of
BaoViet throughout the Group.
Third, foster the roles of Parent company throughout the system via: (i)
Centrally manage, coordinate resources within BVH in finance, HR-training, IT,
branding, investment, construction; (ii) Strengthen the synergy of the Group in
order to optimize the resources, fostering the overall strength; (iii) Strengthen the
financial capability of Parent Company in order to maximise the capital investment
functions in the company members in traditional business as well as other potential
business lines.
Fourth, improve the corporate governance capability upon the application of
the best international practices in order to ensure the effective exploitation of
resources, creating long-term sustainable values, as well as attracting investments
into the business.
Fifth, coordinate with the State governance bodies to build a legal platform,
develop the market and new products; continue to focus on implementing the
social benefits-related-programmes, support the community according to the
direction of the Communist Party and the Government, yield to be a pioneering

enterprise in enviromental protection and to implement the strategy on sustainable
growth of BaoViet.
On behalf of the BOD of BVH, I would like to send my sincere thanks to
honored shareholders for your trust and company with BVH throughout the past
years. The BOD is also thankful to the attentive and precious support of the leaders
of the Communist Party, the Government, MOF and relevant authorities to the
success of BaoViet today.
Wishing the honoured Shareholders and guests good health and happiness,
wishing the great success to the meeting./.

Achieves:
- As above;
- BOD, SB;
- CEO;
- For filing: Admin, General Secretary Dept.

ON BEHALF OF THE BOARD OF
DIRECTORS
CHAIRMAN
(Signed and sealed)

Dao Dinh Thi

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