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A New Direction for Eximbank: Approving the Resignation of 3 Key Members and Relocating the Head Office to Hanoi

1 December, 2024

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The Eximbank Congress announced the voting results, with two items not being passed: Amending and supplementing the Charter; Termination of the plan to build the head office at 7 Le Thi Hong Gam.

The approved matters include:

– Moving the head office from Ho Chi Minh City to Hanoi with a passing rate of 58.73%.

– Dismissal of Ms. Luong Thi Cam Tu from the position of Board of Directors member, with a rate of 53.85%.

– Dismissal of Mr. Nguyen Ho Nam from the position of Board of Directors member, with a rate of 53.85%.

– Dismissal of Mr. Ngo Tony from the position of Supervisory Board member, with a rate of 53.85%.

Eximbank’s customer base has stagnated for a decade

“What is the reason for the current head office relocation? Will it affect the benefits of the bank’s employees in the South?”, asked a shareholder.

Mr. Nguyen Hoang Hai – Acting CEO, stated: “Eximbank has been operating in Ho Chi Minh City for 35 years, and our customer base has stagnated for the past 10 years. Meanwhile, other banks have grown and expanded nationwide.

We aim to expand the Eximbank brand across the country. Increase brand recognition in the North, develop businesses in logistics and infrastructure, not just finance.

Moreover, the tasks in the South have reached a saturation point, and we need to focus on maintaining and expanding to the North. We aspire to venture into new industries to keep up with other banks within the next three years, aiming for more than 2.4 million customers.

Relocating the head office to Hanoi will double our personnel strength, and it will not affect the rights of our employees. Those with malicious intentions, who harm the interests of Eximbank, will be automatically eliminated.

Additionally, there have been many baseless rumors circulating in the market, creating a negative psychological impact on Eximbank’s staff and resulting in tangible losses. Eximbank is working with the authorities to identify the extent of the damage and the perpetrators. We ask that our shareholders trust the legal system.”.

Regarding the costs already invested in the Le Thi Hong Gam project, Vice Chairman Tran Tan Loc stated that the costs related to the construction of 7 Le Thi Hong Gam in previous terms belonged to the previous Boards of Directors. If the head office is relocated and the construction is halted, the Board will review the files with partners over time, and if there are any incurred costs, they will negotiate the most reasonable costs to avoid losses for the Bank.

In the event of any losses, they will be calculated and handled according to legal regulations, regardless of whether they were caused by subjective or objective factors.

“Removing those who dare to express their opinions from the Board of Directors sets a dangerous precedent”

During the discussion, Mr. Nguyen Ho Nam, representing more than 10% of Eximbank’s shares, expressed his opinion: “There are three personnel being proposed for dismissal, which affects the rights of shareholders. Therefore, these three personnel should be allowed to express their opinions to avoid one-sided information. I myself represent more than 10% of the capital.”

Mr. Nam believed that 95% of shareholders needed to hear the opinions of the three Board members instead of a superficial proposal.

According to Mr. Nam, the bank should respect shareholders from all regions, and the more transparent they are, the more it demonstrates that the bank has nothing to hide. “I value transparency in governance and management. I was surprised when a group of shareholders holding more than 5% demanded my dismissal because I missed a few Board meetings,” he added.

“I was on a business trip abroad and authorized Ms. Tu to attend the meeting on my behalf. So, the reason for my absence from the Board meetings is far-fetched. After hearing my explanation, the Board did not investigate further but still included it in the meeting agenda.

Banks serve not only shareholders but also the security and transparency of the nation. Therefore, using interpretations that do not comply with the law, with the intention of suppressing and removing those who dare to express their opinions from the Board of Directors, sets a dangerous precedent.

I am currently representing 10% of the shares, which is an inviolable right. During my time at Eximbank, I have always cooperated and complied with the law.

I respectfully request that the General Meeting of Shareholders carefully consider before voting. I also urge the relevant authorities to address the issue of non-compliance with the law in the meeting agenda, as it will create a negative precedent for Eximbank,” Mr. Nam concluded.

Chairman of the Supervisory Board: I have made recommendations that saved Eximbank thousands of billions

Mr. Ngo Tony shared his thoughts: “During my time with Eximbank, I discovered risks and made recommendations that saved the bank thousands of billions. Alongside the achievements, Eximbank also faces challenges such as declining asset quality, and issues with new credit extensions reflected in bad debt, overdue debt, and potentially irrecoverable debt.

I have repeatedly raised these issues with the Board members, but I have not seen any serious efforts to address them. Therefore, I submitted a proposal to the authorities, requesting an investigation into the signs and risks and seeking solutions to ensure the safe and efficient operation of the bank.

I was surprised to receive a proposal from a group of shareholders holding more than 5% requesting my dismissal. What is the basis for confirming that I have abused my position and power, affecting Eximbank? Has there been a conclusion from the authorities regarding this matter before proposing my dismissal?

While waiting for a resolution, the Board of Directors agreed to include the proposal for my dismissal in the meeting agenda without a conclusion from the authorities. I am unsure if this was an unintentional or intentional decision.”

There are signs that some members deliberately delayed risk management work

Ms. Luong Thi Cam Tu expressed her opinion on the proposal for dismissal initiated by the group of shareholders holding more than 5% of the shares. She acknowledged their right to make such a proposal. However, the Board of Directors must consider whether it is appropriate to include this item on the agenda of the General Meeting of Shareholders.

According to banking regulations, Ms. Tu has regularly attended meetings and has not “continuously missed meetings for six months.”

“Usually, when I’m on a business trip abroad or have missed four meetings, I report to the Board of Directors and authorize someone else to attend on my behalf. Whether or not I authorize someone else depends on my level of trust and the potential advantages or disadvantages for me and the bank. The law provides guidelines for this.

I am an individual shareholder with more than a 1% stake and represent a group of shareholders holding more than 10% who have been with Eximbank since 2018. In 2022, I also contributed to the bank’s development in the field of international payment services.

As the current Chairman of the Bank’s Risk Management Committee, my proposed dismissal is related to the group of interests operating within the bank. There are signs that some members deliberately delayed risk management work and lacked transparency. Therefore, these proposals violate the law but are still considered at the General Meeting. I request that shareholders carefully consider this matter,” Ms. Tu asserted.

Legal basis for the proposal to dismiss Board members

Chairman Nguyen Canh Anh presented the legal basis for the proposal to dismiss Board members.

On November 1, Eximbank received a proposal from a group of shareholders holding more than 5% of the shares, requesting the addition of a proposal to dismiss Mr. Ngo Tony – Chairman of the Supervisory Board. They also proposed the dismissal of Mr. Nguyen Ho Nam and Ms. Luong Thi Cam Tu from the Board of Directors.

According to Eximbank’s internal regulations, shareholders holding more than 5% of the shares have the right to make proposals for the meeting agenda at least three working days in advance. As per the regulations, the Board of Directors is responsible for convening the meeting and can only refuse if the proposed issue falls outside their authority.

The Chairman emphasized that all proposals were made in writing, submitted at least three days in advance, and the shareholders’ qualifications were verified as of the date of the proposal. The issues raised by the shareholders regarding the dismissal of Supervisory Board or Board of Directors members fall within the authority of the General Meeting of Shareholders. Therefore, the Board of Directors included these items on the agenda of the Extraordinary General Meeting.

The process of obtaining written opinions complied with the resolution of the Board of Directors, and information disclosure was properly carried out. The Board’s resolution only approved the inclusion of the items on the meeting agenda and did not affect the qualifications of the Supervisory Board or Board of Directors members.

If the Board of Directors had not included the proposals that met the conditions in the meeting, it would have been a violation of the law. Therefore, the items were passed with a majority vote.

The General Meeting of Shareholders has the authority to decide on the dismissal or retention of the relevant personnel. After hearing the opinions from all parties, we request that shareholders carefully consider and proceed with the vote.

Eximbank’s Extraordinary General Meeting taking place in Hanoi on November 28. Photo: Cat Lam

Head Office Relocation to Gelex Tower

As of 8:45 am, a total of 209 shareholders were present, representing over 985 million voting shares, equivalent to a rate of 52.9%. Therefore, the meeting could proceed.

According to the documents published by the General Meeting of Shareholders on November 5, Eximbank intends to relocate its head office from Ho Chi Minh City to Hanoi. Specifically, the address will change from the 8th floor, office number L8-01-11+16, Vincom Center, 72 Le Thanh Ton, Ben Nghe Ward, District 1, Ho Chi Minh City, to 27-29 Ly Thai To, Ly Thai To Ward, Hoan Kiem District, Hanoi.

Eximbank stated: “In addition to consolidating our position in the Southern market, Eximbank recognizes the Northern market as dynamic and full of potential. Therefore, we aim to expand our distribution network and reach potential customers in this region to seize market opportunities, increase revenue and profit, and enhance our brand influence.”

Additionally, Eximbank proposed to terminate the plan to build its head office at 7 Le Thi Hong Gam, Nguyen Thai Binh Ward, District 1, Ho Chi Minh City.

At the Annual General Meeting of Shareholders held on April 26, 2024, Eximbank presented a proposal to relocate its head office from Vincom Center, 7 Le Thanh Ton, Ben Nghe Ward, District 1, Ho Chi Minh City, to the office building (Fideco Center) at 28 Phung Khac Khoan, Da Kao Ward, District 1, Ho Chi Minh City. However, this proposal was not passed, with a disapproval rate of 90.62% of the shares present at the meeting.

Where does Eximbank want to relocate its head office to?

Dismissal of Two Board of Directors Members

On November 6, Eximbank updated its documents, adding a proposal initiated by a group of shareholders holding more than 5% of the total ordinary shares of Eximbank: “Dismissal of Mr. Ngo Tony from the position of Chairman of the Supervisory Board” with the reason being: “Mr. Ngo Tony has abused/exploited his position and power, seriously violated the provisions of Eximbank’s Charter and the Regulations on the Organization and Operation of the Supervisory Board of Eximbank, causing severe harm to the interests of shareholders.”

Subsequently, on November 25, Eximbank further added a proposal initiated by another group of shareholders holding more than 5%: “Dismissal of Ms. Luong Thi Cam Tu and Mr. Nguyen Ho Nam from the position of Board of Directors members” due to their absence from Board meetings and written opinion collection.

Currently, Eximbank’s Board of Directors consists of seven members: Chairman Nguyen Canh Anh; four Vice Chairmen, namely Mr. Nguyen Ho Nam, Ms. Luong Thi Cam Tu, Ms. Do Ha Phuong, and Mr. Tran Tan Loc; Board member – Mr. Pham Quang Dung; and Independent Board member – Mr. Tran Anh Thang.

The Extraordinary General Meeting and the additional proposals regarding personnel and requests from groups of shareholders holding more than 5% of the bank’s capital stem from the controversy surrounding the head office relocation. The address 27-29 Ly Thai To, Ly Thai To Ward, Hoan Kiem District, Hanoi, is the location of the Gelex Tower.

Amid the disputes, Eximbank affirmed that the decision to relocate the head office would be discussed openly and transparently at the General Meeting of Shareholders and would only be approved if it received more than 51% of the total votes of the attending shareholders. The head office relocation plan also requires the approval of the State Bank of Vietnam (SBV) as per regulations.

Additionally, on November 19, Eximbank responded to questions from shareholders and investors regarding information about the SBV inspecting the bank’s lending activities.

Eximbank emphasized that it had not received any decision from the State Bank of Vietnam regarding the inspection of its lending activities recently. The bank is operating stably, safely, and efficiently, meeting the financial needs of its customers and partners.

Previously, in mid-October, a document titled “Urgent Proposal and Reflection on Serious Risks Threatening the Safe Operation and Potential System Collapse of Eximbank” surfaced in the market. Eximbank promptly denied the authenticity of the document, stating that it was not issued by the bank and had not been verified.

Cat Lam