| A |
Rights and Equitable Treatment of Shareholders |
30/30 |
| A.1 |
Basic Shareholder Rights |
1/1 |
| A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
Yes. The dividend is paid within 30 days from the date of declaration.
Dividend payment for 2024 is declared on 17 June 2025 (after the date AGM approved the dividend 01 days) as per information disclosure dated 17 June.
The actual payment was made by 15 July 2025.
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1. Decision on payment of 2024 cash dividend
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YES |
| A.2 |
Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
15/15 |
| A.2.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
Article 14 Rights and obligations of the General Meeting of Shareholders regulates this content.
In the agenda of the 2024 and 2025 AGM, this is one of the contents that needs to be voted and approved by the General Meeting of Shareholders.The 2025 and adhoc 2024 AGM regulations allow shareholders to vote online. Please see the regulation for 2025 AGM.
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1. Charter of PVCFC
2. 2025 AGM regulation
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YES |
| A.2.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
Article 11 of the Charter allow "A shareholder or a group of shareholders holding at least ten percent (10%) of the total number of ordinary shares have the right to nominate a candidate to the Board of Directors or Board of Supervisors when the Company adds or replaces personnel to the Board of Directors, the Board of Supervisors"
(Clause 3, page 10)
|
Charter of PVCFC |
YES
|
| A.2.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
At the Extraordinary General Meeting of Shareholders on January 10, 2024, and the 2025 Annual General Meeting of Shareholders, each member of the Board of Directors was elected through separate voting, and the results were announced individually.
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1. Minutes of EGM 2024
2. Minutes of EGM 2025
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YES
|
| A.2.4 |
Does the company disclose the voting procedures used before the start of meeting? |
Articles 12 and 13 of the 2024 General Meeting of Shareholders Regulations outline the voting procedures
(As published in the Meeting Materials of the General Meeting of Shareholders at least 45 days prior to the meeting date)
Pages 9-10
|
AGM 2024
|
YES |
| A.2.5 |
Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? |
All shareholder questions were fully addressed and restated in the Appendix to the Minutes of the AGM
|
1. Minutes of AGM 2024
2. Minutes of AGM 2025
|
YES
|
| A.2.6 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? |
The company disclosed the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM in Minutes of vote counting and Minutes of AGM
|
Minutes of AGM 2025
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YES
|
| A.2.7 |
Does the company disclose the list of board members who attended the most recent AGM? |
Board of Directors: all 07/07 members of the Board of Directors (BOD) attended, including:
1/ Mr. Tran Ngoc Nguyen Chairman of Board of Directors (BOD);
2/ Mr.Van Tien Thanh Member of BOD and General Director;
3/ Mr. Nguyen Duc Thuan Member of BOD;
4/ Mr. Nguyen Duc Hanh Member of BOD;
5/ Mr. Le Duc Quang Member of BOD;
6/ Mrs. Do Thi Hoa Independent member of BOD;
7/ Mr. Truong Hong Independent member of BOD.
(Chapter B, Article 1 - Minutes of the 2025 Annual General Meeting of Shareholders ) |
Minutes of AGM 2025
|
YES
|
| A.2.8 |
Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? |
'Board of Directors: all 07/07 members of the Board of Directors (BOD) attended, including:
1/ Mr. Tran Ngoc Nguyen Chairman of Board of Directors (BOD);
2/ Mr.Van Tien Thanh Member of BOD and General Director;
3/ Mr. Nguyen Duc Thuan Member of BOD;
4/ Mr. Nguyen Duc Hanh Member of BOD;
5/ Mr. Le Duc Quang Member of BOD;
6/ Mrs. Do Thi Hoa Independent member of BOD;
7/ Mr. Truong Hong Independent member of BOD.
(Chapter B, Article 1 - Minutes of the 2025 Annual General Meeting of Shareholders)
|
Minutes of AGM 2025
|
YES
|
| A.2.9 |
Does the company allow voting in absentia? |
Article 4 of the Regulation on organization of 2025 AGM allows the absentia to vote. (page 2)
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Documents for the 2025 AGM
|
YES
|
| A.2.10 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
The 2025 General Meetings of Shareholders were conducted with electronic voting.
|
Documents for the 2025 AGM
|
YES |
| A.2.11 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
The Company hired an independent organization - Bvote Vietnam Joint Stock Company - to conduct the vote counting via electronic voting. The Vote Counting Committee introduced by the Presidium includes the vote counting team and the vote counting supervision team, specifically as follows:
1. Vote Counting Team:
- Ms. Tran Thi Kim Duyen - Representative of Bvote Vietnam Joint Stock Company, 21 Le Duc Tho, Nam Tu Liem District, Hanoi City (an independent party responsible for vote counting and validation): Head of the Committee;
- Ms. Nguyen Thi Chuyen - Minority shareholder, shareholder code DCM07687, holding 1,005 shares, ownership ratio 0.00019% % (Ca Mau area): Member, Secretary of the Vote Counting Committee;
- Mr. Chau Vinh Buol - Minority shareholder, shareholder code DCM00699, holding 5,003 shares, ownership ratio 0.000945% (Ca Mau area): Member.
2. Vote Counting Supervision Team:
- Mr. Vo Minh Phuc - Minority shareholder, shareholder code DCM13104, holding 1,500 shares, ownership ratio 0.000283% (Bac Lieu area): Member;
- Mr. Nguyen Van Tu - Minority shareholder, shareholder code DCM06298, holding 10,000 shares, ownership ratio 0.00188% (Ca Mau area): Member.
(Chapter C, Article 4 - Minutes of the 2025 Annual General Meeting of Shareholders) |
Minutes of AGM 2025
|
YES |
| A.2.12 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
The 2025 Annual General Meeting of Shareholders of PetroVietnam Ca Mau Fertilizer Joint Stock Company conducted by combining traditional meeting (in-person) with online participation and Electronic voting was concluded at 12:15 PM on June 16th 2025.
The meeting minutes were announced on June 17, 2025 (one day after the General Meeting of Shareholders took place) |
Minutes and resolutions of AGM 2025
|
YES
|
| A.2.13 |
Does the company provide at least 21 days notice for all AGMs and EGMs? |
Yes, it's required by the charter as minimum.
In fact, the AGM 2025 was notified to the shareholders on 12/5/2025, 35 days before the AGM date (16 June 2025).
|
Notice of AGM 2025 |
YES
|
| A.2.14 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Yes, for each agenda item of AGM, the Company provided supporting documents as part of the invitation.
The agenda of the AGM is structured according to the priority of the agenda items which allow the AGM focus their times for more priority item first. |
1. Documents for the 2025 AGM
2. Documents for the 2025 AGM
|
YES
|
| A.2.15 |
Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? |
Yes, the AGM minutes stated that the chairman asked shareholders to provide opinion about the AGM agenda and seek for approval of agenda.
The Notice of Organization of 2025 AGM noted: Shareholders who have any comments or suggestions regarding the contents of the General Meeting or the Company’s business operations before the date of the Meeting are kindly requested to send them via email to ir@pvcfc.com.vn.
|
1. Minutes and resolutions of AGM 2025
2. Notice of AGM 2025
|
YES |
| A.3 |
Markets for corporate control should be allowed to function in an efficient and transparent manner |
1/1 |
| A.3.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? |
In 2024, there were no mergers/acquisitions/ takeovers that need to be approved by the GMS. (page 194 - Annual report 2024)
|
Annual report 2024 |
N/A |
| A.4 |
The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
1/1 |
| A.4.1 |
Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? |
Page 191 - Annual report 2024
- In addition to the meetings of the GMS, the Company has held many meetings with investors in forms of individual or collective to create conditions for shareholders, investors and analysts to grasp and exchange information about the Company’s production and business.
- In 2024, to timely update information on production and business activities, the Company organized an official meeting with shareholders, investors and analysis units on December 23, 2024. This meeting was widely announced on the Company’s website.
- The Company has also organized meetings and discussion with investors and analysts with smaller scale to provide information upon their request.
- Updating periodic announcements/newsletters on the Company’s production and business via electronic information portal.
- The Company discloses all information in both Vietnamese and English to ensure the most convenient for foreign shareholders and investors in updating information.
|
1. Annual Report 2024
2. May investor update
|
YES |
| A.5 |
Shares and voting rights |
1/1 |
| A.5.1 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
Yes, this is done according to the Enterprise Law and Charter.
The company currently has only one type of stock, common stock.
|
Charter of PVCFC
|
YES
|
| A.6 |
Notice of AGM |
5/5 |
| A.6.1 |
Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? |
Yes, please see the AGM minutes and resolution.
PVCFC shall issue a general resolution and each separate resolution. (approved contents, AGM 2025)
|
1. Minutes and resolutions of AGM 2025
https://www.pvcfc.com.vn/en-US/investor-relations/shareholders-meeting/2025-en/agm-2025
|
YES
|
| A.6.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
PVCFC's notice of the most recent AGM fully translated into English and are published on the same date as the local-language version |
1. Minutes and resolutions of AGM 2025
https://www.pvcfc.com.vn/en-US/investor-relations/shareholders-meeting/2025-en/agm-2025
|
YES
|
| |
Does the notice of AGM/circulars have the following details: |
|
| A.6.3 |
Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? |
In the latest Shareholder meetings which contain the election/re-election of directors, profile of the candidate are included in the meeting documents. Please see the AGM documents 2025 for more details. |
Documents for the 2025 AGM |
YES
|
| A.6.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
In the 2025 Annual General Meeting of Shareholders Documents, the section “Proposal for the Selection of Independent Auditor for the 2025 Financial Statements” (page 54) clearly specifies the list of auditing firms submitted to the AGM for authorizing the Board of Directors (BOD) to make the final selection, including:
1. Deloitte Vietnam Company Limited
2. KPMG Company Limited (Vietnam)
3. Ernst & Young Vietnam Company Limited
4. PwC (Vietnam) Company Limited |
Documents for the 2025 AGM
|
YES |
| A.6.5 |
Were the proxy documents made easily available? |
PVCFC disclosed the Form of Attorney through PVCFC's Website which is easily accessible for shareholders. The company also provided guidance on how to fill the form in the documents sent to shareholders before AGM |
Form of Attorney |
YES
|
| A.7 |
Insider trading and abusive self-dealing should be prohibited |
1/1 |
| A.7.1 |
Are the directors / commissioners required to report their dealings in company shares within 3 business days? |
Charter (article 42, clause 8) and Regulation on Information Disclosure (Article 20, Clause 6) stated that:
Within 03 business days as of receiving reports related to securities transactions of insiders and related persons in accordance with this Article, PVCFC shall publish them on the Company's website. |
1. Charter of PVCFC
2. Regulation on information disclosure
|
YES |
| A.8 |
Related party transactions by directors and key executives |
3/3 |
| A.8.1 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? |
PVCFC's disclosed in its Annual Report FY 2024, Page 194 as follow:
Audit and Risk Management Committee together with the Supervisory Board have reviewed PVCFC’s transactions with related parties and reviewed quarterly, interim and annual financial statements to ensure that all transactions are conducted and disclosed in accordance with the applicable regulations and bring the best benefits to the Company and shareholders.
Also article 10 (clause 3, point c) of the Audit Committee Charter requires the Committee to review the related party transactions
Article 12 of the Regulations on monitoring conflicts of interest and related person transactions also has this policy
|
1. Annual Report 2024
2. Charter of PVCFC
3. Regulations on minitoring conflicts of interest and related person transactions
|
YES
|
| A.8.2 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
At Point c, Article 9.3 of the Regulation on Managing Conflict of Interest and Related Party transactions requires: "Members of BOD with related interests to the parties in contracts and transactions shall not have the right to vote”.
|
2. Regulations on minitoring conflicts of interest and related person transactions
|
YES
|
| A.8.3 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
PVCFC's disclosed in its Annual Report FY 2024, Page 194 as follow:
PVCFC’s financial management regulations: The Company does not lend to individuals who are employees of the Company (including BOD/EB members and employees). Implementation result: PVCFC does not lend to individuals in accordance with regulations.
And in Article 16 (Clause 1, point c) of Financial management regulations stipulates: It is strictly forbidden to use the Company’s funds to lend to individuals ororganizations for purposes unrelated to the Company’s business activities.
Also, Article 5 (Clause 1, point c) of the Regulation on Managing Conflict of Interest and Related Party transactions requires: Members of the Board of Directors, General Director, Deputy General Director,and Chief Accountant of PVCFC are responsible for assessing the possibility of conflicts of interest as well as their respective materiality level before approving transactions and business activities in an honest, careful, fair, and reasonable manner to ensure maximum legal benefits for PVCFC in all situations.
|
1. Annual report 2024
2. Regulations on minitoring conflicts of interest and related person transactions
3. Financial management Regulation
|
YES
|
| A.9 |
Protecting minority shareholders from abusive actions |
2/2 |
| A.9.1 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? |
PVCFC disclosed the Management of transactions with related parties in Annual Report 2024, page 231: the Audit and Risk Management Committee (including 100% of nonexecutive BOD members) is responsible for reviewing and monitoring transactions with related parties and related members are not allowed to participate in evaluating/approving these transactions.
PVCFC disclosed the Transactions with related parties in Annual Report 2024, Page 194: In the recent 3 years (since the establishment of Audit and Risk Management Committee in August 2021), there has been no transaction not complying with the laws, rules and regulations on significant or material transactions with related parties. All transactions with related parties are conducted through competitive bidding, ensuring fairness, openness and transparency according to the market prices.
In addition, PVCFC also disclosed the Regulation on monitoring conflicts of interest and related person transactions.
|
1. Annual report 2024
2. Regulations on minitoring conflicts of interest and related person transactions
|
YES
|
| A.9.2 |
In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? |
PVCFC disclosed the Management of transactions with related parties in Annual Report 2024, page 231: the Audit and Risk Management Committee (including 100% of nonexecutive BOD members) is responsible for reviewing and monitoring transactions with related parties and related members are not allowed to participate in evaluating/approving these transactions.
PVCFC also disclosed the Regulation on monitoring conflicts of interest and related person transactions at page 15 that Members of the Board of Directors who have interests related to the parties in the contract or transaction do not have the right to vote. |
1. Annual report 2024
2. Regulations on minitoring conflicts of interest and related person transactions
|
YES |