DESCRIPTION OF COMPANY’S BUSINESS

VinaCapital Vietnam Opportunity Fund Ltd ("VOF") is a closed-end fund trading on the London Stock Exchange’s Main Market. Launched in 2003, VOF is one of the largest and most successful Vietnam funds. The fund managers focus on key growth sectors of the domestic economy, seeking to capitalise on their broad business to realise sustainable capital appreciation and provide attractive levels of return for investors.

Country of incorporation: Guernsey

Main country of operation: Vietnam

 

Investing policy, please click here

Portfolio, click here

Corporate Governance

The Board is committed to attain and maintain a high standard of corporate governance, with the ultimate aim being to protect shareholders’ and other stakeholders’ interests. In early 2012, the Board undertook a review of the Company’s corporate governance structure in light of developments in international standards and practices since the Company was incorporated in 2003. The review resulted in a number of changes designed to enhance shareholders’ rights, relating to annual general meetings, the re-election of Directors and the ability of shareholders to demand the convening of an extraordinary general meeting.

The Company is admitted to trading on the London Stock Exchange’s Main Market. The Board has considered the principles and recommendations of the Association of Investment Companies’ Code of Corporate Governance (“AIC Code”) by reference to the AIC Corporate Governance Guide for Investment Companies (“AIC Guide”). The AIC Code, as explained by the AIC Guide, addresses all of the principles set out in the UK Corporate Governance Code (“the UK Code”), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Code), will provide clear information to shareholders. The AIC Code can be found on the AIC website at: The AIC Code of Corporate Governance

The UK Code includes provisions relating to:

• The role of the chief executive;
• Executive directors’ remuneration; and
• The need for an internal audit function.

For the reasons set out in the AIC Guide and in the pre-amble to the AIC Code, and as explained in the UK Code the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company. In particular, all of the Company’s day-to-day management and administration functions are outsourced to third parties. The Company has therefore not reported further in respect of these provisions.

The City Code on Takeovers and Mergers

The Company is subject to the UK City Code on Takeovers and Mergers.

BOARD OF DIRECTORS

The Directors have primary responsibility for implementing the investment policy of the Company and in particular for the Company’s overall investment strategy. They will also be responsible for supervising and reviewing the activities of the Manager. The Board will meet at least four times a year to review the Company’s investment policies and objectives. The Board currently consists of:

Steve Bates, Non-executive Chairman (Independent)

Martin Adams, Non-executive Director (Independent)

Thuy Bich Dam, Non-executive Director (Independent)

Huw Evans, Non-executive Director (Independent)

For full details on the Board of Directors, please click here.

Board Responsibilities and Committees

Board Committees: The Board maintains four committees to fulfill certain responsibilities of the Board of Directors.

Audit Committee: (Terms of Reference) The Audit Committee, which meets at least twice a year, comprises all independent Directors and is chaired by Mr Evans.

The Committee is responsible for monitoring the process of production and ensuring the integrity of the Company's accounts. The primary responsibilities of the Committee are: to oversee the relationship with the Auditor and make recommendations to the Board in relation to their re-appointment and to approve their remuneration and terms of engagement; to assess the Auditor's independence and objectivity and the effectiveness of the audit process; to review the effectiveness of the Company's internal control environment; to identify, assess, monitor and mitigate the risks associated with the Company's business; to monitor adherence to best practice in corporate governance; and to review the Company's whistleblowing arrangements and its procedures for detecting fraud and preventing bribery and corruption.

In discharging its responsibility to oversee the Auditor's independence, the Audit Committee considers whether any other engagements provided to the auditor will have an effect on, or perception of, compromising the Auditor's independence and objectivity. The performance of services outside of external audit must be specific and approved by the Audit Committee Chairman.

In relation to its remit over the valuation of investments, the Committee's primary goal is to ensure that the Company's investments are recorded at fair value. In doing so, the Committee reviews the reports of independent valuation specialists as well as reviewing the Investment Manager's valuation process. Each individual valuation is reviewed in detail and the recommendations of the independent valuers may be accepted or modified. The Committee approves the fair value of investments used to prepare the financial statements.

The Audit Committee's Chairman presents the Committee's findings to the Board at each Board meeting.

Management Engagement Committee: The Management Engagement Committee comprises all independent Directors and is chaired by Mr Adams. The Committee's responsibilities include: reviewing the performance of the Investment Manager under the Investment Management Agreement and to consider any variation to the terms of the agreement. The Management Engagement Committee also reviews the performance of the nominated adviser, Company Secretary, corporate brokers, custodian, administrator and registrar and any matters concerning their respective agreements with the Company.

Remuneration Committee: The Remuneration Committee comprises all independent Directors and is chaired by Ms Dam. The Committee's responsibilities include: setting the policy for the remuneration of the Company’s Chairman, the Audit and Valuation Committee Chairman and the Directors, and reviewing the ongoing appropriateness and relevance of the remuneration policy; determining the individual remuneration policy of each non-executive Director; agreeing the policy for authorising Directors’ expenses claims; and the selection and appointment of any remuneration consultants who advise the Committee.

Nomination Committee: The Nomination Committee comprises all independent Directors and is chaired by Mr Bates. The Committee's responsibilities include: reviewing the structure, size and composition of the Board and making recommendations to the Board in respect of any changes; succession planning for the Chairman and the Directors; making recommendations to the Board concerning the membership and chairmanship of the Board committees; identifying and nominating for the approval of the Board candidates to fill Board vacancies; and, before any new appointment is recommended; evaluating the balance of skills, knowledge, experience and diversity within the Board and preparing an appropriate role description.

The Management Engagement Committee, the Remuneration Committee and the Nomination Committee each meet at least once a year.

Company Advisers

Brokers:
Numis Securities Limited
The London Stock Exchange Building,10 Paternoster Square,London EC4M 7LT

Fund Administrator
Northern Trust International Fund Administration Services (Guernsey) Limited
P.O. Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL GBR

Custodian
Standard Chartered Bank Vietnam
Level 10, Saigon Trade Center, 37 Ton Duc Thang, District 1, Ho Chi Minh City, Vietnam

Registrar and Transfer Agency
Computershare Investor Services
Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES

Solicitors to the Company:
Wragge Lawrence Graham&Co (as to English law)
4 More London Riverside, London, SE1 2AU

Carey Olsen (as to Guernsey Law)
Carey House, Les Banques, St Peter Port, Guernsey, GY1 4BZ

External auditor:
PwC Channel Islands LLP
PO Box 321, Royal Bank Place, Glategny Esplanade, St Peter Port, Guernsey, GY1 4ND

Internal auditor:
Ernst &Young LLP
One Raffles Quay, North Tower, Level 18, 048583, Singapore