strategies for reaching higher
PROACTIVE AND FLEXIBLE ADAPTATION
THE SUPERVISORY BOARD
Members and structure of the Supervisory Board
As of December 31st, 2022, the Supervisory Board of the Company consists of 03 members, including 01 Head of the Supervisory Board and 02 Supervisory Board Members.
Members of the Supervisory Board
Position
Date of starting/no longer being a member of the Supervisory Board
Appointment date
Resignation Day
Number of shares ownedend of term
Stock ownership ratio at the end of the period
Ms. Phan Thi Cam Huong
Head of the Supervisory Board
June 25, 2020
200
0.000038%
Mr. Do Minh Duong
Member
April 27, 2021
2000
0.000378%
Mr. Tran Van Binh
Member
April 27, 2021
9
0.000002%
In 2022, there were no changes in personnel in the Supervisory Board of the Company.
Activities of the Supervisory Board
In 2022, the Supervisory Board successfully the operational plan approved by the GMS, exercised its rights and responsibilities honestly, carefully, and complied with the regulations of the law, the Company’s Charter, and the Rules of Operation of the Supervisory Board.
- The Supervisory Board conducts inspections and monitors the management and operation of the BOM, the Board of General Directors, compliance with the regulations of the law, the Company’s Charter, the resolutions of the GMS, the Company’s Regulations and production and business activities, and the financial situation of the Company on a regular and continuous basis.
- Quarterly, the Supervisory Board reviewed, analyzed and evaluated the reports on production and business activities and reviewed the financial reports of the Company honestly and objectively; reviewed and provided opinions, recommendations for documents, Rules submitted to the BOM for approval; monitored investment activities, construction, implementation of strategic orientations, and production and business plans through participation in meetings, seminars, and related reports; carry out inspections of functional departments, affiliated units, and member units of the Company; monitor the implementation of recommendations by inspection teams and checks; fully participate in meetings of the BOM, meetings, and other relevant meetings of the Company.
- Based on the inspection and monitoring activities of the actual operation of the above units, the Supervisory Board made specific assessments of the achieved results, promptly pointed out errors, limitations, and warned of risks while making suggestions and recommendations to the BOM, the Board of Directors of the Company in the management and operation of the Company.
PVCFC Team at the conference “Creativity and Innovation”
Activities of each member of the Supervisory Board
The Supervisory Board includes three members, who perform their duties independently based on specific job assignments as follows:
The Supervisory Board includes three members
Who perform their duties independently based on specific job assignments as follows:
Ms.Phan Thi Cam Huong - In Charge Head of the Supervisory Board
- Responsible for general management of the activities of the Supervisory Board such as summoning meetings of the Supervisory Board; command the BOM to hold emergency meetings to handle cases of violations of the Company Law, the Company’s Charter; on behalf of the Supervisory Board, summoning extraordinary General Meetings of Shareholders according to the provisions of the Company Law and the Company’s Charter; consulting with the Chairman of the BOM on the reports of the Supervisory Board submitted to the GMS.
- Organize the construction of the annual inspection, monitoring plan submitted to the GMS and organizing the implementation.
- Monitor business operations, marketing; financial, accounting, and statistical activities of the company; preside over the appraisal of the company’s quarterly, biannual, and annual financial reports. Consider and propose the selection of an audit firm to audit the company’s financial reports.
- Submit reports of the Supervisory Board to the GMS, PVN, or other major shareholders as required by the Enterprise Law and the Company’s Charter.
- Participate in meetings of the BOM, briefings, and other meetings of the company
Mr.Do Minh Duong -
In charge Supervisor
In charge Supervisor
- Supervision of planning and investment work; HR, training, salary, Company policies; research and development work.
- Monitor the planning and investment activities; personnel, training, salary, and policy activities of the company; research and development activities.
- Prepare appraisal reports for quarterly, biannual, and annual financial reports. Prepare appraisal reports for the implementation of the salary fund
- Participate in the inspection of departments/units according to the plan of the Supervisory Board or in coordination with Internal Auditing Committee and relevant departments; Summarize the opinions of members during inspection periods, and prepare inspection records within the scope of assigned responsibilities.
- Monitor the company’s implementation of recommendations from inspection teams within the scope of assigned responsibilities.
Mr.Tran Van Binh –
In charge Supervisor
In charge Supervisor
- Supervising the implementation of the procurement; the production operation of the plant; the construction of economic and technical norms.
- Monitor the procurement activities; plant operation activities; technical and economic planning activities of the company. Prepare reports of the Supervisory Board for submission to the GMS, PVN, or other major shareholders as required by the Enterprise Law and the Company’s Charter.
- Participate in the inspection of departments/units according to the plan of the Supervisory Board or in coordination with Internal Auditing Committee and relevant departments; Summarize the opinions of members during inspection periods, prepare inspection records within the scope of assigned responsibilities.
- Monitor the company’s implementation of recommendations from inspection teams within the scope of assigned responsibilities
Comments
- The members of the Supervisory Board have made efforts, actively perform their duties, and provided timely recommendations within the scope of their assigned responsibilities. They have completed their assigned tasks well, comply with the provisions of the Enterprise Law, the Company’s Charter, and the Operating Regulations of the Supervisory Board.
The meetings of the Supervisory Board
In 2022, the Supervisory Board held four (04) meetings to carry out its functions and duties, specifically, as follows:
Attending meetings of members
No.
Members of theSupervisory Board
Positions
Total attending meetings
Ratio
Reasons for not attending
1
Ms. Phan Thi Cam Huong
Head of the Supervisory Board
4/4
100%
2
Mr. Do Minh Duong
Supervisor
4/4
100%
3
Mr. Tran Van Binh
Supervisor
4/4
100%
Results of the meeting of the Supervisory Board
No.
Date
Content
Conclusion/review
Attendance rate
Voting rate
1
29/03/2022
Make evaluation of the results of implementing the production and business plan and through the assessment report of the financial statements for 2021
The Company has exceeded the approved production and business targets by the GMS; the financial report truthfully and reasonably on the critical aspects of the financial situation, along with the business results of the company.
3/3
3/3
Based on the report of The Supervisory Board to the AGM statements, participating the selection of the audit firm for the financial for the 2022
Agreeing and accepting the contents of the report presented to the GMS and the independent auditor who conducted the audit of the 2022 financial statements.
3/3
3/3
Plan for coordinating the audit of the plant with Internal Auditing Committee
Agreeing on the inspection plan.
3/3
3/3
2
09/06/2022
Make assessment of the production and business situation and the financial statements for Q1 of 2022
In Q1 2022, the production, consumption, tax payment, revenue, and profits have all increased significantly compared to the plan; the company’s financial situation is healthy, promoting capital preservation and development.
3/3
3/3
Results of the inspection of the Company’s Branch - Industrial Project Management Board
Agreeing and accepting the inspection results at the unit.
3/3
3/3
Plan for coordinating the audit of the Board of Sales with the Internal Auditing Committee
Agreeing to the audit implementation.
3/3
3/3
3
26/09/2022
Make assessment of the mid-year financial statements for 2022 and the Supervisory Board’s plan for monitoring and supervised in Q4/2022
Regarding the business production situation: In the first 6 months of the year, the company made efforts to promote product consumption, operate the plant safely and steadily, reduce costs, and exceeded targets for production volume, revenue, and tax payments. Especially, the pre-tax profit increased significantly compared to the plan. The financial situation of the company is healthy, capital is preserved and developed.Regarding the Q4/2022 plan: The members of The Supervisory Board have agreed on the contents of the meeting minutes to implement it.
3/3
3/3
Results of the inspection of the Company’s Branch - Research and Development Center
Approve the checking results
3/3
3/3
Plan of coordinating the auditing between the Board of Finance and Accounting and Internal Auditing Committee
Carry out the coordination checking to the Board of Finance and Accounting.
3/3
3/3
4
14/12/2022
Assessment of the production and business situation and the financial statements for Q3 and the first nine months of 2022
The company has exceeded targets for production output, urea consumption, total revenue, income, tax payments, and especially profit, which has increased significantly compared to the plan. The company’s financial situation is healthy, with capital preservation and development.
3/3
3/3
Summary of the activities of The Supervisory Board and each member of The Supervisory Board in 2022, and the plan for inspection and supervision in 2023
The Supervisory Board has reviewed and evaluated the results of the 2022 plan based on the activity reports of each member The Supervisory Board has reviewed and evaluated the results of the 2022 plan based on the activity reports of each member of the Supervisory Board and agreed on the 2023 operational plan for implementation and submission to the GMS for approval.
3/3
3/3
Results of the inspection of the subsidiary - PetroVietnam Packaging Joint Stock Company
Approving the checking results.
3/3
3/3
Supervision work in 2022
Regarding the production and business activities
- In 2022, PVCFC implemented synchronized, flexible, proactive, positive, and innovative solutions to both minimize negative external impacts and maintain stability, creating momentum for strong growth and breakthrough business achievements, as reported by The Executive Board in Chapter II of this report.
Regarding the governance work
- In 2022, PVCFC implemented and improved their management system according to the best Company Governance regulations to increase competitiveness and market value.
Regarding the financial investment
- As of December 31, 2022, PVCFC only invests in one (01) subsidiary company - PetroVietnam Packaging Joint Stock Company (PPC) with a contributed capital of 20.83 VND billion, accounting for 51.03% of the charter capital.
Evaluating the system of internal control, internal audit and risk management
- The internal control system, internal audit, and risk management of the company with a 03-tier management model effectively and efficiently to ensure compliance and prevent risks and fraud.
Evaluating the financial statements
The Supervisory Board conducts an evaluation of the financial reports for the quarter, semester, and year of 2022, accuracy, transparency, and honesty in the reports.
- The financial reports fully and honestly reflected the financial situation of the company as of December 31, 2022, as well as the results of business operations in 2022
- The basic financial indicators show that the company’s financial situation is healthy, demonstrating good repayment of debts, capital preservation and development, specifically
The current payment ratio reached
4.04
times
The quick payment ratio reached
3.25
times
The debt-to-total asset ratio reached
0.25
times
The debt-to-equity ratio reached
0.34
times
Consolidated profit after tax on equity (ROE) reached
47.79%
Consolidated profit after tax on total assets (ROA) reached
34.24%
The capital preservation ratio as of December 31, 2022, reached
1.4 TIMES
(consolidated SHCE as of December 31, 2022, reached 10,605 VND billion/consolidated SHCE as of December 31, 2021, reached 7,478 VND billion)
Review of the performance and reports of the BOM, the CEO and other Executives
- The BOM, General Director, and other executives’ performance and reports were evaluated, and their activities in 2022 were carried out within the scope of authority, responsibilities, and regulations of the law, GMS, and the Company’s Charter. The BOM Members attended all meetings and worked with a high sense of responsibility. The subordinate committees of the BOM fulfill their roles and tasks well to ensure the company’s common interests.
- The Board of General Directors shall seriously implement the Resolutions, Decisions, and Directives of the BOM and the GMS; flexibly and proactively manage the business operations of the Company and achieve beyond the production and business targets for the year 2022.
Evaluation of the coordination of the activities among the Supervisory Board, the BOM, the Board of General Directors, and the Shareholders
- The Supervisory Board closely coordinated with the BOM and the Board of General Directors in inspecting and monitoring the Company’s activities to promptly handle existing issues to improve operational efficiency and ensure compliance with current regulations of the state management agencies.
- The BOM and the Board of General Directors closely coordinated and created favorable conditions for the Supervisory Board to carry out inspection and monitoring tasks; provided full and related information and documents, invited full participation in meetings, and implemented recommendations from the Supervisory Board.
- The Supervisory Board fully fulfills its reporting obligations to the shareholders in accordance with the provisions of the Enterprise Law and the Company’s Charter
Proposal of the Supervisory Board
- To ensure the business operations of PVCFC in 2023 achieve high efficiency, the Supervisory Board recommends the following:
- Continue to implement programs and plans to optimize and save energy to improve production efficiency.
- Promote scientific research and technology to increase the Company’s competitive capacity and effectively utilize the development fund for science and technology.
- Boost sales of manufactured products and self-trading
- Accelerate the progress of investing in new projects and complete the settlement of completed projects put into operation.
- Continue to improve risk management in good practice, especially risk management
Plan of activities of the Supervisory Board in 2023
- In 2023, to fulfill the rights and responsibilities of the Supervisory Board as prescribed in the Enterprise Law, the Company’s Charter, and the tasks of the AGM, the Supervisory Board will focus on inspecting and monitoring the following main contents:
- Continue to improve risk management in good practice, especially risk management. Check/monitor the implementation and compliance with the Enterprise Law, state laws; the implementation and compliance with Resolutions of the GMS, the Charter, Regulations, Decisions, and Directives of the Company.
- Check/monitor, evaluate the financial situation, balance of capital and cash flow management, operational efficiency and debt payment ability, capital management and utilization, preservation, and development of the Company’s assets.
- Monitor and supervise the implementation of production and business plans; research and development activities; management and implementation of investment projects; and other activities at the Company.
- Review, inspect, and evaluate the effectiveness and efficiency of the internal control system, internal auditing, risk management, and early warning of the Company.
- Review/recommend contracts, transactions with stakeholders under the approval authority of the BOM or the GMS and work on disclosing information parties about related and transactions with Stakeholders.
- Approve bi-annual and annual financial reports.
- Prepare reports for the GMS and perform other tasks in accordance with current regulations of the Enterprise Law and the Company’s Charter
PVCFC’s Supervisory Board
PETROVIETNAM CA MAU FERTILIZER JOINT STOCK COMPANY
Lot D, Ward 1 Industrial Park, Ngo Quyen Street, Ward 1, Ca Mau City, Ca Mau Province
2022 PBCM. ALL RIGHTS RESERVED.