STRUCTURE AND OPERATION OF BOD

MEMBERS AND STRUCTURE OF BOD

Member	Position	Appointment date / Reassignment date as Member of SB		Positions in other organizations	Number of shares owned at the end of the period	Ownership rate at the end of the period
Member	Position	Appointment date	Reassignment date	Positions in other organizations	Number of shares owned at the end of the period	Ownership rate at the end of the period
Mr. Tran Ngoc Nguyen	Chairman	10/01/2019		Members of BOD do not hold management positions at other related companies and do not cross-own suppliers or related parties.	0	0%
Mr. Van Tien Thanh	Member of BOD	12/6/2018			30,000	0.005667%
Mr. Tran My	Member of BOD	15/01/2015 (re-elected on) 25/6/2020			2,900	0.000548%
Mr. Nguyen Duc Hanh	Member of BOD	25/6/2020			8,000	0.001511%
Ms. Nguyen Minh Phuong	Independent member of BOD	24/4/2019	27/4/2021		-	-
Mr. Le Duc Quang	Independent member of BOD	25/6/2020	27/4/2021		0	0%
Mr. Le Duc Quang	Member of BOD	27/4/2021			0	0%
Mr. Truong Hong	Independent member of BOD	27/4/2021			0	0%
Mr. Do Thi Hoa	Independent member of BOD	27/4/2021			0	0%

COMMITTEES UNDER BOD

Governance, Human Resources and Compensation Committee

On 04 August 2021, PVCFC’s BOD issued Decision No. 1735/QĐ-PVCFC on the appointment of personnel for Governance, Human Resources and Compensation Committee, including the following members:

Mr. Truong Hong, Independent member of BOD - Chairman of Governance, Human Resources and Compensation Committee;
Mr. Nguyen Duc Hanh, member of BOD - Member of Governance, Human Resources and Compensation Committee;
Mr. Tran My, member of BOD - Member of Governance, Human Resources and Compensation Committee;

Audit and Risk Management Committee

On 04 August 2021, PVCFC’s BOD issued Decision No. 1736/QĐ-PVCFC on the appointment of personnel for Audit and Risk Management Committee, including the following members:

Ms. Do Thi Hoa, Independent member of BOD - Chairwoman of Audit and Risk Management Committee;
Mr. Tran My, Member of BOD - Member of Audit and Risk Management Committee;
Mr. Le Duc Quang, Member of BOD - Member of Audit and Risk Management Committee;

Deputy General Director - Ms. Nguyen Thi Hien and PVCFC’s engineers at the official ceremony to launch Ca Mau NPK products

ACTIVITIES OF BOD

Activities of BOD in 2021

Members of BOD have strictly followed the issued regulations including Internal regulations on corporate governance, Regulations on BOD operation, Regulations on coordination among Standing Board of the Company’s Party Committee, BOD and General Director.
BOD has reviewed, updated and submitted to GMS for approval on amendment of the Company’s Charter, Internal regulations on corporate governance and Regulations on BOD operation in accordance with current regulations and the best corporate governance practices, thereby clearly defining BOD’s roles and responsibilities, each member, GD and coordination mechanism among BOD/GD/SB to promote the BOD operational efficiency.
BOD has issued regulations and decisions under BOD’s competency in accordance with actual situation, task requirements and consistent orientations, creating conditions for BOM to manage all the Company’s activities, building the Company stronger and stronger.
With the assigned tasks, members of BOD have planned and executed their rights and responsibilities as well as regularly exchanged contents and directions to get consensus in direction. BOD has also regularly reviewed and updated its operation plan, ensuring that all activities are in conformity with the actual management situation.
Closely monitoring the Company’s operation, promptly giving opinions to GD upon the BOD’s responsibilities and competence.
Corporate governance is strictly followed Internal regulations on corporate governance, the Company’s Charter, and Regulations on BOD operation. Chairman and members in charge have regularly supervised and directed the implementation of GMS resolutions and BOD’s resolutions/decisions, including GD supervision and direction in execution of the Company’s activities.
Holding Annual General Meeting of Shareholders in accordance with regulations, accordingly submitting to GMS for approval on the following issues: Business results in 2020 and business plan in 2021; BOD’s report in 2020 and operation direction in 2021; SB’s Report in 2020, SB’s operation plan in 2021 and selection of auditor for financial statements in 2021; Audited financial statements for the fiscal year ended 2020; Profit distribution plan, extraction for funds, and dividend payment in 2020 and profit distribution plan in 2021; Report on salary, bonus and remuneration in 2020 of BOM and plan of BOD and SB in 2021; Supplementing and amending the Company’s business operations; approving the Company’s Charter, Internal regulations on corporate governance, Regulations on BOD operation, and Regulations on SB operation. GMS also dismissed and elected additional members of BOD and SB in accordance with regulations, ensuring proportion of independent members as regulated. BOD has issued relevant resolutions for BOM to implement.
BOD has reviewed and updated development plan until 2025 with 5 strategies and development orientation to 2035-2045 of the Company in combination with regular supervision to ensure that the Company’s activities are complied with the Company’s development strategy.
Hiring International Finance Company (IFC) to assess and build BOD operation according to good practices, thereby continuing to carry out detailed works in line with the recommendations to improve corporate governance capacity.
Establishing 02 committees: Audit and Risk Management Committee (A&R) and Governance, Human Resource and Remuneration Committee under BOD, in which independent members of BOD undertake the positions of chairmen of committees, to strengthen risk control, governance and other fields, according to functions and tasks; developing and issuing Operational Regulations, assigning detailed duties to the committee members.
Hire Deloitte Vietnam Co., Ltd. to give advice and support in developing and standardizing Internal Audit Committee according to good practices, focusing on risk control and giving advice to the Company.

BOD’s meeting and resolutions

In 2021, BOD had 12 monthly meetings and 34 times to get opinions in written to give comprehensive directions on all respects of the Company’s activities, considering business and production situation, investment projects, especially pushing NPK project schedule and timely give instruction in the context of complicated developments of Covid-19 pandemic. In addition, BOD held and attended 39 other meetings/training sessions (21 seminars, 9 training sessions and 9 short meetings to deal with the submittals from GD) to make intensive discussion on professional works or strategic orientations and instruct BOM to implement.
BOD’s meetings are conducted in accordance with the procedures as specified in the Charter and Internal regulations on corporate governance. Meeting agenda and related materials are summarized and sent by the Company’s secretary before the meeting.

Assessment on BOD’s operation

Assessment of BOD’s operation results was conducted in the final meeting in 2021 (on 24 December 2021) with the participation of all members of BOD, SB, BOM and all other managers under the support of the Company’s secretary - in charge of corporate governance.
Assessment criteria: Using standard assessment form provided by IFC consultant, including 36 questions, divided into 5 parts, to be specific: i) Authority and general information, ii) BOD structure, iii) Structure of Committees, iv) Working regulations, and v) Obligations and responsibilities, on a scale of 1 to 5.

PVCFC’s leadership in the periodical inspection of Ca Mau Fertilizer Plant

Result

According to the assessment result of members of BOD about BOD operation in 2021, basically, the criteria for structure and activities of BOD in 2021 show good results. The Company’s BOD has an appropriate structure, being diversified in expertise and gender. Members of BOD have a lot of experience related to the Company’s core business.
Independent members of the Board of Directors ensure the regulations on the number and independent criteria. BOD ensures number of independent members and independent criteria as regulated. Members of BOD have worked and gave objective opinions about the issues under its competence, ensuring harmonious interests of related parties.
BOD has developed plans in details, being convenient for coordination and implementation. In addition, each member of BOD is assigned tasks, based on their professional capacity, skills and experience, which contributes to enhance BOD’s operation efficiency.
The establishment of two committees and the promulgation of regulations help BOD improve its roles and strengthen the Company’s governance capacity.
On the basis of regulations on BOD’s operation, in 2021, members of BOD have promoted their roles and responsibilities, reviewed and gave voting on the issues related to the Company’s operations, timely handling urgent issues, approving the Company’s development strategy for GD to implement, achieving excellent business results in 2021.
In summary, BOD had good performance in 2021, complying with the provisions of the law, the Company’s Charter, overcoming difficulties and challenges and contributing to exceeding the plan assigned by GMS. The contents under BOD’s competence and responsibility in terms of governance, risk management, compliance, supervising the implementation of strategies, human resources and compensation have been strictly executed. Suggestions on efficiency improvement as well as recommendations have been recorded and implemented. members of BOD have well completed their tasks and were proactive in performing their responsibilities and duties.

PERFORMANCE OF EACH MEMBER OF BOD

Performance result of each member of BOD

BOD has assigned each member to be in charge of different professional tasks. Accordingly, the members have actively made plan for their works, regularly supervised and pushed BOM in implementation of BOD’s resolutions/decisions, and made discussion to timely give instructions on business and production activities, to be specific:

ALL MEMBERS OF BOD, BASED ON THEIR ASSIGNED TASKS, HAVE PERFORMED THEIR ROLES AND RESPONSIBILITIES IN A GOOD MANNER, CONTRIBUTING TO THE COMPANY’S FULFILLMENT OF BUSINESS PLAN FOR 2021 AS ASSIGNED BY GMS.

Activities of Committees under BOD

PVCFC’s leadership in the periodic meeting with the Production Division

Activities of BOD are carried out on a collective basis with task assignment to each member in each field to verify the contents under BOD’s competence, and at the same time supervising, directing and pushing the Company to implement BOD’s resolutions and decisions according to the assigned fields.

In order to improve corporate governance in accordance with good practices, BOD has established Governance, Human Resources and Compensation Committee and Audit and Risk Management Committee. BOD has approved functions, tasks and regulations of the Committees for execution. The Committees also held meetings to assign tasks to its members. Action plan of Internal Audit Committee was approved to strengthen inspection and effectively promote the role of internal audit in the Company.

Activities and assessment of independent members on BOD’s operation in 2021

Activities of independent members

Independent members have effectively promoted their roles in inspecting and supervising the Company’s production and business as well as executing their functions and responsibilities to ensure general benefits of the Company and shareholders.
PVCFC’s independent members have fully participated in meetings and given opinions and voting on major issues of BOD. The independent members’ opinions in their assigned areas in 2021 showed their right roles and responsibilities, ensuring objectivity and independence.

Assessment of independent members on the Company’s operation

PVCFC’s BOD has developed operational plan and appointed each member to be in charge of a specific field, in accordance with their functions and duties, to promote the knowledge and experience of each member and create favorable conditions for independent members to fully exercise their rights and obligations.
The activities of BOD comply with the principles of corporate governance as prescribed in the Law on Enterprises, the Company’s charter, the regulations on internal governance and BOD’s operation, and other legal regulations
BOD has operated in compliance with regulations on corporate governance of listed companies, ensuring favorable conditions for independent members to fully exercise their rights and obligations.
BOD has successfully performed its role of inspecting and supervising production and business management of the Company. Inspection and supervision are carried out regularly and closely, ensuring that the Company’s operations comply with the prevailing regulations. BOD has also regularly reviewed and updated BOM decentralization to reduce participation in specific activities, thereby focusing more on orientation and supervision.
BOD regularly reviewed and updated plan targets to ensure that the activities are consistent with the Company’s development strategy and built a long-term strategy to develop more and more sustainably.
BOD has focused on improving corporate governance by hiring consulting firms (IFC, Deloitte, etc.) to assess the Company’s corporate governance, thereby building a roadmap in line with the best corporate governance practices; established 02 Committees (Audit and Risk Management Committee and Governance, Human Resources and Compensation Committee) to strengthen governance and supervisory role of the committees. (Although according to Point a, Clause 1, Article 137, Law on Enterprise 2020, the Company’s organizational management structure includes GMS, BOD, GD and SB and committees are not compulsory).
BOD, BOM and GD had a good coordination to make right and timely decisions to ensure smooth and effective production and business activities of the Company.

COMPANY GOVERNANCE TRAINING

All members of BOD are experienced and trained in corporate governance.

Besides, members of BOD actively participated in training courses, seminars, etc. about corporate governance and good corporate governance practices in the region and the world organized by Ho Chi Minh City Stock Exchange (HOSE), Deloitte, Vietnam Institute of Directors (VIOD), etc. to promptly grasp and update new regulations and policies to meet the work requirements.

Structure and operation of BOD

Structure and operation of SB

Risk Management Report

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THINKING

IS MOTTO OF ACTION

CORPORATE GOVERNANCE