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
STRUCTURE AND activities
OF THE SUPERVISORY BOARD
Members and structure of the Supervisory Board
| No. | Full name | Title | Date of starting/of no longer being memberof Supervisory Board | Shares ownership ratio at period closing | |
|---|---|---|---|---|---|
| Date of appointment | Dismissal date | ||||
| 1 | Ms. Phan Thi Cam Huong | Head of Supervisory Board | 09/01/2015 | 0.000038% | |
| 2 | Mr. Do Minh Duong | Supervisor | 27/04/2021 | 0.000378% | |
| 3 | Mr. Tran Van Binh (*) | Supervisor | 27/04/2021 | 12/06/2023 | 0.000002% |
| 4 | Mr. Le Canh Khanh (**) | Supervisor | 12/06/2023 | 0.000000% | |
(*), (**) On June 12, 2023, at the Annual General Meeting of Shareholders, the Annual General Meeting of Shareholders has dismissed Mr. Tran Van Binh as supervisor and appointed Mr. Le Canh Khanh as the company’s supervisor.
Operations of Supervisory Board
Based on operational regulations and plan of Supervisory Board approved by General Meeting of Shareholders at the annual General Meeting of Shareholders in 2023, some of typical activities of Supervisory Board as follows:
- Supervisory Board has proactively implemented inspection and supervision of management of BOD, EB; inspecting and supervising compliance with regulations of the Law, the company’s charter, resolution of General Meeting of Shareholders, regulations and mechanism of the company; inspecting and supervising implementation of business and production activities, finance, investment, etc. Implementing its responsibilities and rights in a honest, cautious manner, complying with regulations of the Law, the Company's charter, and operational regulations of the Supervisory Board.
- Inspection, supervision are implemented by reviewing, analyzing, evaluating and contributing opinions and recommendations to documents, regulations submitted to BOD for approval; supervising investment, construction and implementing strategic orientations, business and production plans by attending meeting, seminars and studying related reports; appraising business and production reports and quarterly, semi-annual and annual financial statements in a cautious, honestly and objective manner; implementing specialized inspections at functional divisions, affiliated units and affiliates of the company; supervising implementation of recommendations of inspection groups; fully attending BOD meetings, briefings and other related meetings of the Company.
- On the basis of inspection, supervision of actual operational situations at the above-mentioned unit, Supervisory Board has carried out specific assessments on operational performance, timely detecting errors, limitation, frauds and potential risks to provide early warnings, contributing opinions, recommendations to BOD, General Director regarding operational and management of business and production activities.
Given proactive inspection and supervision according to the Resolution of the General Meeting of Shareholders, the Supervisory Board in 2023 has excellently performed its operational plan approved by the General Meeting of Shareholders.
Operation of each member of Supervisory Board
Supervisory Board includes 03 members, supervisors carry out their responsibilities, tasks independently based on specific tasks assigned as follows:
Ms. Phan Thi Cam Huong
Head of Specialized Supervisory Board
- Being in charge of overall operations of Supervisory Board such as: Convening meetings of Supervisory Board, consulting opinions with BOD Chairman on reports of Supervisory Board submitted to General Meeting of Shareholders and other activities under authority of Head of Supervisory Board.
- Organizing, building inspection and supervision plans in 2023 submitted to the General Meeting of Shareholders and approved, chairing organization, implementation on schedule.
- Supervising business, marketing activities, finance, accounting, statistics of the Company; chairing appraisal of quarterly, semi-annual and annual financial statements of the Company.
- Supervising implementation of business and production plans in 2023 and construction situation of plans in 2024.
- Reviewing, inspecting and evaluating effectiveness of internal control, internal audit, risk management and early-warning systems of PVCFC in 2023.
- Considering, proposing selection of independent audit units to audit 2023 financial statements of the Company, discussing, exchanging existing issues and obstacles with independent audit units regarding review and audit of financial statements.
- Submitting reports of Supervisory Board in 2023 to General Meeting of Shareholders, major shareholders, preparing reports in 2024 according to the Law on Enterprise, the Company’s charter and regulations of Supervisory Board.
- Fully attending BOD meetings, briefings and other meetings of the Company in 2023.
Mr. Do Minh Duong
Supervisor
- Supervising investment work; human resource, training, salary and policy of the Company.
- Setting up appraisal reports, quarterly semi-annual and annual financial statements.
- Setting up appraisal report on salary fund implemented in 2023.
- Setting up periodical report of Supervisory Board, report of PVN as required according to regulations of Enterprise Law and the Company’s charter.
- Participating in inspection of Divisions/Departments/Units under the plan of the Supervisory Board or coordinating with Internal Audit Division, related divisions; collecting opinions of members at inspections, setting up minutes of inspection under scope of work assigned in accordance with 2023 plan.
- Participating in supervision of year-end inventory count.
- Supervising implementation of recommendations of inspection groups on the basis of scope of work assigned.
Mr. Tran Van Binh
Supervisor (resigned from June 12 2023)
- Supervising implementation of procurement and operational management of the Plant from January 1 to June 12 2023.
- Supervising science and technology fund and implementing R & D.
- Making report of Supervisory Board and submitting to General Meeting of Shareholders, PVN or other major shareholders on demand according to regulations of Enterprise Law and the Company’s charter from January 1 to June 12 2023.
- Reviewing/recommending contract, transaction with related persons under approval authority of BOD or General Meeting of Shareholders and information disclosure on related persons and transaction of related persons from January 1 to June 12 2023.
- Supervising implementation of recommendations of inspection groups on the basis of scope of work assigned.
Mr. Le Canh Khanh
Supervisor (appointed on June 12 2023)
- Inspecting science and technology fund and implementing R & D.
- Supervising and joining in the process of inspection of financial situation, preservation and development of capital of a subsidiary in Bac Lieu (PPC).
- Participating in inspection of year-end inventory count.
Comment:
Members of Supervisory Board have made efforts and proactively implemented their responsibilities, tasks, timely proposing suggestions and recommendations within the scope of assigned tasks, excellently performing assigned tasks, complying with provisions of the Law on Enterprise, the Company’s charter and operational regulations of Supervisory Board.
Meetings of Supervisory Board
In 2023, Supervisory Board has organized seven (7) meetings to approve some issues such as: approval of reports submitted to General Meeting of Shareholders; appraisal of financial statements, evaluation of business and production situation; construction and implementation of operational plan of Supervisory Board; inspection plan at branches, affiliated units, functional divisions and approval of inspection results; assignation of tasks for Supervisory Board.
THE MEETINGS OF SUPERVISORY BOARD
| No. | Members | Position | Attending meetings | Ratio | Reason for not attending |
|---|---|---|---|---|---|
| 1 | Ms. Phan Thi Cam Huong | Head of Supervisory Board | 7/7 | 100% | |
| 2 | Mr. Do Minh Duong | Supervisor | 7/7 | 100% | |
| 3 | Mr. Tran Van Binh | Supervisor | 4/4 | 100% | Dismissed on June 12, 2023 |
| 4 | Mr. Le Canh Khanh | Supervisor | 3/3 | 100% | Appointed on June 12, 2023 |
Results of the Supervisory Board meetings
| No. | Date | Content | Conclusion/evaluation | Attendance rate | Voting rate |
|---|---|---|---|---|---|
| 1 | 06/01/2023 | Assigning tasks for members of Supervisory Board | Re-assigning tasks of each member of Supervisory Board appropriate with actual situations of the Company. | 3/3 | 3/3 |
| 2 | 17/03/2023 | Appraising business and production situation and financial statement in 2022 | In 2023, targets of production, consumption, overall revenue and payment to the State’s budget was higher than the plan; financial situation was healthy, preserving and developing capital. | 3/3 | 3/3 |
| Appraising salary fund implemented in 2023 | Salary/remuneration fund, bonus fund in 2023 was determined on the basis of employment situation and 2023 plan targets; salary, bonus and settlement deduction and payment are implemented according to current regulations. | 3/3 | 3/3 | ||
| Approving draft report of Supervisory Board and submitted to annual General Meeting of Shareholders; proposing selection of audit unit of 2023 financial statement | Agreeing and approving contents of draft report submitted to annual General Meeting of Shareholders and independent audit unit to audit 2023 financial statement. | 3/3 | 3/3 | ||
| Coordination plan of auditing Sales Division with Internal Audit Division | Agreeing on audit implementation | 3/3 | 3/3 | ||
| Sending personnel to review settlement documents of NPK project as proposed by BOD | Agreeing on sending 02 supervisors attending verification team to review settlement documents as stipulated. | 3/3 | 3/3 | ||
| 3 | 23/03/2023 | Approving draft report of Supervisory Board and submitted to General Meeting of Shareholders; proposing selection of audit unit of 2023 financial statement | Agreeing and approving contents of draft report submitted to General Meeting of Shareholders and independent audit unit to audit 2023 financial statement (evaluating the independence and effectiveness of independent audit). | 3/3 | 3/3 |
| 4 | 29/05/2023 | Appraising business and production situation and financial statement in Q.1 2023 | In Q,1 2023, the Company has excellently performed and exceeded its targets of production, consumption, overall revenue and payment to the State’s budget; financial situation was healthy, preserving and developing capital. | 3/3 | 3/3 |
| Supplementing reporting contents of Supervisory Board and submitted to annual General Meeting of Shareholders. | Agreeing on supplementing contents of “compliance evaluation with regulations on approval and implementation of transactions between the Company and related persons” and reporting to Supervisory Board. | 3/3 | 3/3 | ||
| Resignation of members of Supervisory Board | Accepting resignation letter of Mr. Tran Van Binh and reporting to General Meeting of Shareholders for approval. | 3/3 | 3/3 | ||
| 5 | 29/06/2023 | Assigning tasks for members of Supervisory Board | Re-assigning missions of each member of the Supervisory Board based on voting results at the Annual General Meeting of Shareholders dated June 12 2023. | 3/3 | 3/3 |
| Implementing operational plan of Supervisory Board in the last 6 months of 2023 | Agreeing on operational contents of Supervisory Board in the last 6 months of 2023 | 3/3 | 3/3 | ||
| Implementing operational plan of Supervisory Board in the last 6 months of 2023 | Agreeing on operational contents of Supervisory Board in the last 6 months of 2023 | 3/3 | 3/3 | ||
| 6 | 12/10/2023 | Appraising business and production situation and audited 2023 mid-year financial statement | In the first 6 months of 2023, targets of production, consumption, payment to the State’s budget and investment exceeded the plan; revenue and profit were lower than the plan due to a decline in average selling price; financial situation was healthy, preserving and developing capital. | 3/3 | 3/3 |
| Appraising operations of Supervisory Board in Q.3 2023 and implementing operational plan of Supervisory Board in the last 3 months of 2023 | Agreeing with the operational performance of Supervisory Board in Q.3 2023 and operational plan in the last 3 months of 2023 | 3/3 | 3/3 | ||
| Implementing inspection/supervision plan of operations of PetroVietnam Packaging JSC | Agreeing on approving a detailed inspection plan of PetroVietnam Packaging JSC | 3/3 | 3/3 | ||
| 7 | 08/12/2023 | Appraisal of business and production situation and financial statement in Q.3 2023 | In Q.3 2023, PVCFC completed and exceeded its targets of production output, consumption, overall revenue and contributions to the State’s budget, revenue and profit lower than the plan due to a decline in average selling price; financial situation was healthy, preserving and developing capital. | 3/3 | 3/3 |
| Implementation results of operational plan 2023 of Supervisory Board | Agreeing with the results of implementing operational plans in 2023 of Supervisory Board approved by General Meeting of Shareholders | 3/3 | 3/3 | ||
| Detailed inspection, supervision plan of Supervisory Board in 2024 | Agreeing with the implementation of detailed inspection and supervision content and plans of Supervisory Board in 2024 and submit to General Meeting of Shareholders for approval at the Annual General Meeting of Shareholders 2024 | 3/3 | 3/3 |
Salary, compensation - related operating expenses and other benefits of Supervisory Board and supervisors
Salary, remuneration and operating expenses of each member of Supervisory Board are paid in compliance with the Company’s regulations and approved by General Meeting of Shareholders. Total income of Supervisory Board in 2023 was 3.63 billion VND.
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
