BUILDING IDENTITY
AS A THOUGHT LEADER
CORPORATE GOVERNANCE
- General meeting of shareholders
- Structure and activities of the Board of Directors
- Structure and activities of the Supervisory Board
- Transactions, remunerations and benefits of the Board of Directors, Executive Board and Supervisory Board
- Risk management
- Key internal control activities of PVCFC
- Assessment on implementation of corporate governance based on ASEAN Corporate Governance Scorecard
Transactions, remunerations and benefits of the Board of Directors, Executive Board and Supervisory Board
Salary, rewards, remuneration and benefits
PVCFC applies the best measures to identify BOD effectiveness through the BOD evaluation process. All BOD members are evaluated at least once a year to appraise their work performance as a governance entity and operational effectiveness of BOD to make appropriate adjustments.
- Full-time members of Executive & Management Boards are entitled to a salary, part-time members of Executive and Management Boards and Non-executive Directors are entitled to remuneration.
- Salary, remuneration of Executive & Management Boards is identified and paid based on business and production performance, management and executive and supervisory effectiveness of each member.
- On a yearly basis, BOD evaluates work performance of each member of Management and Executive Boards through self-evaluation of each member. Then, BOD organizes an official meeting for careful consideration to identify work performance, contribution and efforts made by each member of BOD in an accurate, full and objective manner.
- Evaluation results based on 3 levels in correspondence with the weighing system as bonus and salary formulation such as (1) Excellent performance: 1.20; (2) task completion: 1.00; (3) task non-completion: salary: 0.80 and bonus: 0.00. Evaluation of work performance of each member shall be considered and applied by BOD in upcoming appropriate time.
- Salary, remuneration, bonus and benefits paid to BOD in 2023 based on business and production performance reached 24.332 billion VND calculated based on the number of 17 members of BOD, Executive Board and Supervisory Board. Salary, remuneration, bonus and benefits paid to BOD shall be calculated and paid in correspondence to actual number of members, time in office and salary coefficient, remuneration for each title of management board, executive board and work performance that BOD members undertook including long-term factors such as compliance with regulations of the Law and social-environmental regulations.
- Remuneration of BOD members and members of Supervisory Board is fixed income. Nearly 90% of income of BOD and Supervisory Board is fixed, other 10% comes from bonus and other benefits.
Salary, remuneration, bonus and benefits of each BOD member paid in 2023 is as follows:
Board of Directors and Board of Supervisors
Unit: Million VND
| No. | Full name | Position | Salary, remuneration | Bonus and benefits | Total | Notes |
|---|---|---|---|---|---|---|
| I. | Board of Directors | 8,903.70 | 1,138.48 | 10,042.17 | ||
| 1. | Tran Ngoc Nguyen | BOD Chairman | 1,916.85 | 300.65 | 2,217.50 | |
| 2. | Van Tien Thanh | BOD member General Director | 1,916.85 | 300.65 | 2,217.50 | |
| 3 | Tran My | Non-executive Director | 928.06 | 121.30 | 1,049.36 | Until the end of July 20233 |
| 4. | Nguyen Duc Hanh | Non-executive Director | 1,590.97 | 207.94 | 1,798.91 | |
| 5 | Le Duc Quang | Non-executive Director | 1,590.97 | 207.94 | 1,798.91 | |
| 6 | Truong Hong | Independent Director | 480.00 | - | 480.00 | |
| 7 | Do Thi Hoa | Independent Director | 480.00 | - | 480.00 | |
| II | Supervisory Board | 3,350.33 | 275.17 | 3,625.51 | ||
| 1 | Phan Thi Cam Huong | Head of Supervisory Board | 1,511.90 | 158.09 | 1,669.98 | |
| 2 | Do Minh Duong | Supervisor | 1,259.74 | 82.33 | 1,342.06 | |
| 3 | Tran Van Binh | Supervisor | 531.92 | 34.76 | 566.69 | From January 1 to June 12, 2023 |
| 4 | Le Canh Khanh | Supervisor | 46.77 | - | 46.77 | Since June 12, 2023 |
| Total: | 12.254,03 | 1.413,65 | 13.667,68 |
Executive Board and Chief Accountant
Unit: Million VND
| No. | Full name | Position | Salary, remuneration | Bonus and benefits | Total | Notes |
|---|---|---|---|---|---|---|
| I | Executive Board | 7,954.83 | 1,039.71 | 8,994.53 | ||
| 1 | Tran Chi Nguyen | Deputy General Manager | 1,590.97 | 207.94 | 1.798.91 | |
| 2 | Le Ngoc Minh Tri | Deputy General Manager | 1,590.97 | 207.94 | 1,798.91 | |
| 3 | Nguyen Tuan Anh | Deputy General Manager | 1,590.97 | 207.94 | 1,798.91 | |
| 4 | Nguyen Thi Hien | Deputy General Manager | 1,590.97 | 207.94 | 1,798.91 | |
| 5 | Nguyen Thanh Tung | Deputy General Manager | 1,590.97 | 207.94 | 1,798.91 | |
| II | Chief accountant | 1,511.90 | 158.09 | 1,669.98 | ||
| 1 | Dinh Nhu Cuong | Chief accountant | 1,511.90 | 158.09 | 1,669.98 | |
| Total | 9,466.72 | 1,197.79 | 10,664.51 |
Notes
Salaries and remunerations include: Monthly salaries and additional salaries paid in 2023 and expected to be spent in 2024 according to the source of the Salary and Remuneration Fund implemented in 2023 (temporarily calculated based on pre-audit data).
Bonuses and benefits include: bonus implemented in 2023 (temporarily calculated according to pre-audit data) is expected to be paid in 2024.
Insider trading
In 2023, Mr. Van Tien Thanh - BOD member cum General Director purchased 79,000 DCM shares, a number of shares hold after the transaction is 109,000 shares.
In addition, the Company, in 2023, received no information about other insider trading.
List of related persons of the Company and transactions of related persons of the Company with the Company itself
List of related persons of the company
In 2023, there was no transaction carried out between the Company, its subsidiaries, other companies controlled by the Company with over 50% of charter capital and up with BOD members, General Director and related persons of these members; transactions between the Company with companies in which BOD members are founding members or business managers during at least 3 years before time of transactions carried out at PVCFC.
Transaction between the Company with related persons of the Company; or between the Company with major shareholders, insiders, related persons of insiders
The Company signs, amends, supplements purchase contracts with Vietnam Oil and Gas Group - the Company’s major shareholder.
At the annual General Meeting of Shareholders 2023, the meeting has voted on amendments and supplements to purchase contract with Vietnam Oil and Gas Group - the Company’s major shareholder (Vietnam Oil and Gas Group is not entitled to voting right to avoid conflicts of interests).
| Names of organizations/individuals | Transactional relationship with the Company | NSH Certificate No., Date of issue, place of issue | Address of head office/contact information | Time of transaction with the Company | No. Resolutions/Decisions of General Meeting of Shareholders/BOD, etc. approved (if any, clearly state date of issue) | Content, quantity, total transaction value |
|---|---|---|---|---|---|---|
| Vietnam Oil and Gas Group | Major shareholder 75.56% | 0100681592, 24/06/2015, | 18 Lang Ha, Thanh Cong Ward, Ba Dinh District, Ha Noi | 05/10/2023 | 1492/NQ-PVCFC, 14/6/2023 | - |
Transaction value with related persons of the Company (transaction with subsidiaries of Vietnam Oil and Gas Group - the Company’s largest shareholder).
(Principles of contract, transaction with related persons approved by BOD, signed and issued by Mrs. Do Thi Hoa - independent Director, in which, BOD members - representatives of Vietnam Oil and Gas Group - are related party who is not allowed to vote to avoid conflicts of interests).
| From January 1, 2023 to December 31, 2023 (according to pre-audit Financial Statements) |
|
|---|---|
| Sales | |
| a. Subsidiary | 22,400,000,000 |
| PetroVietnam Packaging JSC | 22,400,000,000 |
| b. Other related parties | 487,955,633 |
| Petroleum Power Renewable Energy JSC | 487,955,633 |
| 22,887,955,633 | |
| Procurement of goods and services | |
| a. Vietnam Oil and Gas Group and its subsidiaries | 4,612,476,290,909 |
| Vietnam Oil and Gas Group | 4,099,498,688,207 |
| Branch of PetroVietnam Power Corporation -JSC-PetroVietnam Ca Mau Power Company | 361,052,660,649 |
| PetroVietnam Fertilizer and Chemical Corporation-JSC-Petrochemical business branch | 127,929,716,919 |
| Branch of PetroVietnam Gas Corporation-Ca Mau Gas Company | 13,882,272,942 |
| Petroleum College | 9,408,682,192 |
| Vietnam Petroleum Institute | 509,020,000 |
| Vietnam Petroleum University | 195,250,000 |
| b. Subsidiary | 213,185,121,241 |
| PetroVietnam Packaging JSC | 213,185,121,241 |
| c. Other related parties | 62,426,809,333 |
| PVD Technical Training JSC | 25,264,370,890 |
| PetroVietnam Security Services JSC - Southwest Branch | 16,078,667,942 |
| Saigon Petroleum JSC | 10,846,409,568 |
| Petroleum Drilling, Trading & Technical Services JSC | 7,511,994,000 |
| HCMC Branch of Indochina Petroleum Transport JSC | 1,292,437,000 |
| Branch of Petroleum Fertilizer and Chemical Corporation - JSC - Phu My Fertilizer Plant | 842,283.519 |
| Indochina Petroleum Transport JSC | 379,740.300 |
| Petroleum Securities JSC | 132,000.000 |
| Branch of Saigon Petroleum JSC in Ca Mau - Petroleum Station No 10 | 64,017.218 |
| Petroleum Hotel JSC | 14,888.896 |
| Southwest Petroleum Fertilizer and Chemical JSC | - |
| 4.888.088.221.483 | |
- Transaction between the Company’s internal actors, related persons of insiders with subsidiaries or companies hold and controlled by public companies: No.
- Transaction between the Company with other subjects: No.
- Transaction management with related parties: The company has issued regulations on management of conflicts of interests and transactions with related parties. These regulations specifically stipulate cases considered as conflicts of interests and transactions with related parties, common principles to deal with these conflicts. Accordingly, Audit and Risk Management Committee (including 100% of Non-executive Directors) is responsible for reviewing and supervising transactions with related parties. Transactions with related parties shall be implemented and reviewed according to principles of fairness and arms' length to ensure maximum interests of the Company. Accordingly, related members shall not be allowed to participate in the process of evaluation/approval of these transactions.
Assessment: In 2023, the Company has fully complied with regulations of the Law on transactions between the Company and related persons.
