DESCRIPTION OF COMPANY’S BUSINESS

Vietnam Infrastructure Limited (‘VNI’) was a closed-end fund trading on the AIM of the London Stock Exchange. Launched in July 2007, the company focused on infrastructure and infrastructure-related assets in Vietnam, namely energy, transport, telecommunications, industrial parks and water/environmental utilities. The fund was managed by VinaCapital Investment Management Ltd.

Country of incorporation: Cayman Islands

Main country of operation: Vietnam

 

Investing policy, please click here

 

Corporate Governance

The Board is committed to attain and maintain a high standard of corporate governance, with the ultimate aim to protect shareholders’ and other stakeholders’ interests. The activities performed by the Board and the Board Committees during the year are testament of this commitment. In particular, the Board has invested considerable time and effort to ensure the Investment Manager executes the strategy of the Company and reviewing the processes of VinaCapital Investment Management Ltd (the ‘Investment Manager’), that will further enhance governance and transparency.

The Company was previously admitted to trade on AIM and, as such, was not required to meet the same standards of corporate governance as applied by companies listed on the Main Market. Nevertheless, 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 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 better 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 not subject to the UK City Code on Takeovers and Mergers.

BOARD OF DIRECTORS

The Directors have overall responsibility for the Company’s activities including the review of its investment activities and performance. They have primary responsibility for determining the Company’s overall investment objective, strategy and policies and for implementing the Company’s investment policies. The Board is also responsible for supervising and reviewing the activities of the Investment Manager. The Board will meet regularly to review the Company’s investment strategy and policies and as required to approve investments. The Directors of the Company are:

Rupert Carington, Non-executive Chairman (Independent)

Robert Binyon, Non-executive Director (Independent)

Paul Garnett, Non-executive Director

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

Board Responsibilities and Committees

Board Committees: The Board currently has four committees to appropriately fulfil certain responsibilities of the Board of Directors.

Remuneration, Management Engagement and Evaluation Committee:( Terms of reference) The Remuneration, Management Engagement and Evaluation Committee is responsible for reviewing and determining the framework for the remuneration of the Board of Directors and the Committee is also responsible for evaluating the Company’s third party service providers. The current appointees to the The Remuneration, Management Engagement and Evaluation Committee are: Robert Binyon.

Audit and Valuation Committee: ( Terms of referenceThe Audit and Valuation Committee is responsible for assisting the Board in monitoring accounting policies and financial reporting practices of the Company. The current appointees to the Audit and Valuation Committee are: Robert Binyon (Chair), Rupert Carington and Paul Garnett.

Nomination Committee: ( Terms of referenceThe Nomination Committee controls, monitors, and makes recommendations to the Board with respect to fees payable to the Investment Manager and Directors. The Nomination and Remuneration Committee is comprised of Rupert Carington (Chair).

Investment Committee: ( Terms of referenceThe Investment Committee has been established by the Board and is responsible for considering and approving infrastructure projects that the Investment Manager believes are suitable for investment by the Company. The Investment Committee is comprised of individuals with financial, business and infrastructure backgrounds. The current appointees to the Investment Committee are: Tony Hsun, Than Trong Phuc and Khanh Vu.

Company Advisers

Nominated Adviser (former):
Grant Thornton UK LLP
30 Finsbury Square, London EC2P 2YU, United Kingdom

Broker (former):
Numis Securities Limited
The London Stock Exchange Building,10 Paternoster Square,London EC4M 7LT

Custodian and Administrator:
Standard Chartered Bank, Singapore Branch               
07, Changi Business Park Crescent, Level 3, Singapore 486028

Legal Advisers to the Company (as to English law):
Growling WLG
4 More London Riverside, London, SE1 2AU

Legal Adviser to the Company (as to Cayman Islands law):
Maples & Calder
PO Box 309GT, Ugland House South Church Street, George Town, Grand Cayman, Cayman

External auditor:
PwC Cayman Islands
18 Forum Lane, Camana Bay, Grand Cayman, Cayman Islands

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