Right direction
STRONG REACH

STRUCTURE AND ACTIVITIES OF THE BOARD OF DIRECTORS

INFORMATION OF BOD MEMBERS, COMMITTEES, INTERNAL AUDIT DIVISION

BOD MEMBERS

List of BOD members as of December 31, 2024 is as follows:

NO. BOD MEMBERS POSITION APPOINTMENT DATE SERVING TIME
1 Mr. Tran Ngoc Nguyen Non-executive Chairman 10/01/2019 06 years
2 Mr. Van Tien Thanh Executive BOD member cum General Director 12/6/2018 6 years 7 months
3 Mr. Nguyen Duc Hanh Non-executive Director
Chairman of the ESG
Committee		 25/6/2020 4 years 6 months
4 Mr. Le Duc Quang Non-executive Director
Member of the ESG		 25/6/2020 4 years 6 months
5 Mr. Nguyen Duc Thuan Non-executive Director ,
Member of the Audit and Risk Management Committee		 10/01/2024 01 year
6 Mr. Truong Hong Independent Director
Chairman of the Human Capital - Remuneration Committee
Member of the Audit and Risk Management Committee 		27/4/2021 3 years 8 months
7 Ms. Do Thi Hoa Lead Independent Director
Chairwoman of the Audit and Risk Management Committee
Member of the Human Capital and Remuneration Committee 		27/4/2021 3 years 8 months

Share ownership of BOD members

No. BOD member Position Appointment date for BOD member/
independent BOD member		 Share ownership
Direct Indirect
Number of shares
(as of January 01, 2024)		 Number of shares
(as of December 31, 2024)		 Ownership/Charter capital (%) Number of shares
(as of January 01, 2024)		 Number of shares
Number of shares		 Ownership/Charter capital (%)
1 Mr. Tran Ngoc Nguyen Non-executive Chairman 10/01/2024 0 0 0% 0 0 0
2 Mr. Van Tien Thanh Executive BOD member cum General Director 12/6/2023 109,000 109,000 0.020589% 300 300 0.000057%
3 Mr. Nguyen Duc Hanh Non-executive Director 25/6/2020 8,000 8.000 0.001511% 0 0 0
4 Mr. Le Duc Quang Non-executive Director 27/4/2021 0 0 0 0 0 0
5 Mr. Nguyen Duc Thuan Non-executive Director 10/01/2024 0 0% 0% 0 0 0
6 Mr. Truong Hong TV HĐQT độc lập 27/4/2021 0 0% 0% 0 0 0
7 Ms. Do Thi Hoa Lead Independent Director 27/4/2021 0 0 0% 0 0 0
Đại hội cổ đông đường niên
Đại hội cổ đông đường niên
STRUCTURE OF BOD MEMBERS

For PVCFC, the performance of the Board of Directors is the top priority. PVCFC’s BOD well recognizes the importance of diversity of BOD members and ensures the best practices of this orientation. The Company’s internal governance regulations outline direction and policies on ensuring gender, age and professional skill diversity of BOD align with the Company’s long-term development strategy. Based on the business orientation in the coming years, BOD has set the following goals for the diversity of BOD by 2030:

  • BOD has at least 02 independent directors who are female.
  • BOD has at least 01 member with experience in Mergers and Acquisitions (M&A) to serve the production and business expansion.
  • BOD has at least 01 member with experience in international markets to serve the production and business expansion.
  • BOD has at least 01 member with experience in business strategy planning.

In 2024, as assessed by the BOD, BOD member structure was appropriate at the present time, ensuring diversity in BOD. BOD members with different expertise, skills and experiences have ensured the operational efficiency of BOD. At present, there is 01 independent director who is female. In the coming years, BOD will continue to pursue the abovementioned goals to ensure diversity as well as operational efficiency.

NO. CRITERIA/ FULL NAME MR. TRAN NGOC NGUYEN MR. VAN TIEN THANH MR. NGUYEN DUC HANH MR. LE DUC QUANG MR. NGUYEN DUC THUAN MS. DO THI HOA MR. TRUONG HONG
1 Position in the Board of Directors/
participation in the Executive Board		 Non-executive Chairman Executive BOD member cum General Director Non-executive Director Non-executive Director Non-executive Director Lead Independent Director Independent Director
2 Gender Male Male Male Male Male Female Male
3 Age 47 56 52 48 49 64 65
4 Qualification Ph.D. in Chemical, Engineering,
Master’s degree in Economic Management		 Agricultural and Forestry Mechanical Engineer Engineer in Energy Economics Master of Business Administration,
Chemical Engineer Petrochemical		 Engineer of Transport Economics Bachelor of Industrial Accounting Doctor of Agriculture, major in Soil and Fertilizer
5 Audit & Risk Management Committee - - - - Member Chairwoman Member
6 Human Capital and Remuneration Committee - - - - - Member Chairman
7 ESG Committee - - Chairman Member - - -
8 Positions at other companies No No No No Chairman of the BOD’s PPC No No

PVCFC’s BOD currently consists of 01 executive member and 06 non-executive members (including 02 independent directors).

The Company’s Charter requires each director term should not exceed 05 years. An independent director should not sit in the board in more than 02 consecutive terms. A BOD member is allowed to be the BOD member at maximally 05 other companies, concurrently.

PVCFC’s BOD has 02 independent directors, ensuring the stipulations on the number of independent directors. The 02 current independent directors are both serving their first term. There is no BOD member who is the BOD member at more than 02 other companies.

POSITIONS HELD AT OTHER ORGANIZATIONS OF BOD MEMBERS AND CONFLICTS OF INTERESTS RELATED TO PVCFC

Except for BOD member Nguyen Duc Thuan, elected since January 10, 2024, who is currently holding the position of BOD Chairman of Vietnam Petroleum Packaging Joint Stock Company (a subsidiary in which PVCFC holds 51.03% of charter capital), the other members do not hold management or executive positions at other related companies. There are no cross-owned suppliers or related parties.

CORPORATE SECRETARY - IN CHARGE OF CORPORATE GOVERNANCE

BOD has appointed a person in charge of corporate governance cum corporate secretary, Information about personnel in charge as follows:

Mr. DO THANH HUNG

Specialized training

  • Engineer in Refining-Petrochemical Technology
  • Bachelor of Political Economics
  • Master of Business Administration
  • CSMP-VIOD Corporate Secretary
  • Director Certification (DCP-VIOD)

Working experience

  • 1998 - 2006: R & D Center for oil and gas processing - Vietnam Oil and Gas Group.
    • Conducting research and analysis on the quality of crude oil of crude oil and petroleum products and petroleum products.
    • Conducting research, assessing, evaluating petroleum market and products; setting, appraising and managing investment projects
  • 2006 - 2011: Petroleum Finance Corporation - HCMC branch.
    • Proposing, implementing and managing project investment, financial investment and services in financial companies
  • 2011 - 2016: Vietinbank - Branch No 7, HCMC.
    • Planning.
    • Banking risk management, dealing with debt problems.
    • Managing quality systems according to ISO.
  • 2016 - now: PetroVietnam Ca Mau Fertilizer JSC.
    • He has legal expertise and experience in fields of investment, finance, banking, law on enterprise, expertise and experience in field of petroleum processing (main business line of PVCFC), corporate governance to advise and consult BOD in corporate governance.

Primary duties of Corporate Secretary

  • Supporting to organize the GMS; taking meeting minutes;
  • Supporting BOD members with their completion of rights and obligations;
  • Supporting BOD to apply and implement corporate governance principles;
  • Supporting the Company to build investor relations and protect rights and interests of shareholders; compliance with the obligations of information provision, information disclosure and administrative procedures.
COMMITTEES UNDER BOD

BOD has established 03 sub-committees as follows:

BOD assesses that the structure, scale and composition of Committees under BOD are appropriate to the actual conditions of the Company. The Committees support BOD with good performance of its roles of supervising and promoting the general strength, enhancing the importance and effectiveness of BOD in the Company.

Information about meetings and member participation of committees (in 2024):

NO. COMMITTEE ATTEND THE MEETING
01 Audit & Risk Management Committee Number of meetings: 07
Lead Independent Director, Ms. Do Thi Hoa - Chairwoman 7/7
Independent Director, Mr. Truong Hong 7/7
Non-executive Director, Mr. Nguyen Duc Thuan 7/7
02 Human Capital - Remuneration Committee Number of meetings: 11
Independent Director, Mr. Truong Hong - Chairman 11/11
Lead Independent Director, Ms. Do Thi Hoa 11/11
03 ESG Committee Number of meetings: 04
Non-executive Director, Mr. Nguyen Duc Hanh – Chairman 4/4
Non-executive Director, Mr. Le Duc Quang 4/4

Operations of committees under bod

Ủy ban Kiểm toán và Quản trị rủi ro

  • The Audit & Risk Management Committee consists of 03 members:
NO. BOD MEMBER POSITION
01 Ms. Do Thi Hoa Committee Chairwoman
Lead Independent Director
02 Mr. Truong Hong Committee Member
Independent Director
03 Mr. Nguyen Duc Thuan Committee Member
Non-Executive Board Member
  • BOD has approved and issued Regulations on the organization and operations of Audit & Risk Management Committee in Decision No. 435/QĐ-PVCFC.

Functions and tasks of Audit & Risk Management Committee.

  • Audit & Risk Management Committee has implemented its oversight roles: (i) overseeing operations of BOD through meetings, discussions, measures of issuance of resolutions of BOD; (ii) overseeing operations of Executive Board through complying with resolutions/decisions of BOD as well as decentralization mechanisms between BOD and General Director; (iii) overseeing through report channels and contacts with members of Executive Board, Chief Accountant, Internal Audit Division, Head of Legal and Compliance Division; (iv) overseeing through report channels of independent audit unit; (v) overseeing through the Company’s violation notification channel.
  • Apart from discussing, exchanging specific issues in a regular basis, Audit and Risk Management Committee, in 2024, has organized 04 meetings including: (i) dealing with material issues on risk management to provide comments and suggestions for Executive Board; (ii) evaluating implementation of internal audit of Internal Audit Division in business and production activities according to the approved plan; (iii) Approving the Company’s financial statements for the first, second and third quarters of 2024, ensuring the truthfulness of financial statements and some notes on debt collection and provision.
  • Reviewing, assessing and overseeing the Company’s major risks to ensure that the risks are managed in accordance with the Company’s risk appetite and that internal control activities help the Company effectively manage the identified risks.
  • Overseeing activities of Internal Audit (IA) Division and approving auditor’s reports, approving instructions for implementing recommendations of IA, directing EB to organize the implementation of IA’s recommendations, and taking timely measures when there are recommendations and proposals from IA
  • Audit and Risk Management Committee is responsible for proposing structure and organization of IA in relation to appointment, dismissal, and removal of Head of Internal Audit Division and BOD members.
  • Reviewing transactions with related parties in 2024 and expected to arise in 2025 under the BOD’s approval to disclose information in accordance with regulations.
  • Pursuant to the Resolution of the 2024 Annual GMS, BOD has assigned Audit and Risk Management Committee to be primarily responsible for assessing and selecting an independent auditor for the 2024 financial statements. The Audit and Risk Management Committee has considered and proposed the BOD to approve Deloitte Vietnam to review and audit the Company’s 2024 financial statements. In 2024, there was no independent auditor dismissed.

Oversight and assessment results

  • Overseeing independent auditor: Audit Committee is responsible for supervising the independence of independent auditor, including evaluating non-audit services and reporting to BOD. In 2024, the independent auditor provided non-audit services with the following service fees:
  • Audit fees: VND 5,632.4 million (included VAT)
  • Non-audit fees: VND 2,739.6 million (included VAT)
  • Overseeing the Company’s financial statements and financial situation: The Company’s financial statements are prepared on the basis of current accounting standards and accounting regimes, which have fully, truly and fairly reflected the Company’s financial situation in material aspects. The financial situation and financial indicators of Parent company are healthy, ensuring the ability of payment, preservation and development of capital.

Human Capital - Remuneration Committee

  • Human Capital - Remuneration Committee consists of 02 members:
    • NO. BOD MEMBER POSITION
    01 Mr. Truong Hong Committee Chairman, Independent Director
    02 Ms. Do Thi Hoa Committee Member, Lead Independent Director

    BOD has approved and issued Regulations on organization and operation of HCR Committee in Decision No. 1657/QD-PVCFC. Based on the tasks specified in the Regulations, HCR Committee has implemented activities in 2024 as follows:

  • For HR work under BOD’s authority:
    • The Committee has based on the tasks as follows to give opinions and recommendations to BOD on HR work under BOD’s authority:
      • Reviewing, evaluating, and developing quality criteria and nominating candidates for Board of Directors;
      • Consulting, searching, and building database of BOD members/ independent BOD members;
      • Giving recommendations to BOD on appointment for committees under BOD and positions under the authority of BOD.
    • In 2024, the Human Capital - Remuneration Committee actively participated in evaluating and giving opinions on the appointment/re-appointment for positions under the authority of BOD. The procedures, planning, appointment, re-appointment and personnel records are ensured to comply with relevant regulations.
    • In relation to succession planning for the position of GD and key managers, non-executive BOD members have held 02 separate meetings on this issue. Human Capital - Remuneration Committee has consulted good practices and participated in proposing planning criteria for the BOD’s review and direction.
    • Human Capital - Remuneration Committee has given proposal to BOD and, thereby, BOD has restructured its sub-committees. Currently, there are 3 Committees under BOD which are undertaken by non-executive and independent directors. According to good governance practices, Audit and Risk Management Committee and Human Capital - Remuneration Committe have participation rate of independent BOD according to the standards.
    • Along with restructuring committees, Human Capital - Remuneration Committee also proposed the BOD on planning Chairman and members of Committees to ensure meeting the regulated criteria.
    • Candidates for BOD: In 2023, BOD member Tran My resigned for his retirement and Mr. Nguyen Duc Thuan was elected to replace Mr. Tran My in the extraordinary GMS on January 10, 2024. By that time, Human Capital - Remuneration has suggested BOD to look for other candidates besides the nominations from shareholders/groups of shareholders owning 10% or more of shares. BOD, including independent directors, also searched for candidates from their network and from professional organizations. As a result, Mr. Nguyen Duc Thuan was nominated by major shareholders and was elected as BOD member for the 2024 - 2029 through an extraordinary GMS.
    • On August 7, 2024, BOD issued Resolution No. 2407 stipulating criteria to select BOD member based on the core capability groups, including: (i) Specialized capabilities (strategy, risk management, legal knowledge, market, relationship with related parties, etc.; (ii) skill-related capabilities (communication skill, management skill, negotiation skill, etc.). Accordingly, Human Capital - Remuneration Committee has built specific criteria and process on selecting candidates for new BOD members or re-appointed BOD members to ensure the candidates all satisfy the requirements. BOD member selection process includes 05 steps as follows: (1): Determining candidate criteria; (2) Approving candidate criteria; (3) Searching for candidates; (4) Nominating list of candidates; (5) Approving list of candidates. (For more details, please see the Committee’s Regulations updated on the Company’s website)
  • Human Capital - Remuneration Committee also participates in reviewing and assessing issues related to salary and policy for the Executive Board (EB) and employees:
    • The Committee has participated in reviewing, evaluating and overseeing issues related to salaries, bonuses, remuneration and policies for the Management and employees.
    • The payment of salaries, bonuses and remuneration to the Management is made in compliance with the Regulations attached to the Decision No. 1754/QD-PVCFC dated September 9, 2020 and Decision No. 1224/QD-PVCFC dated May 2, 2024 of the BOD. The current salary and bonus policy for the Management is an incentive policy associated with the Company’s shortterm and long-term targets. The policy has motivated the Management to promote creativity and dynamism in their performance, significantly contributing to the development of the Company.
    • The Company pays salaries, bonuses and other benefits to employees in accordance with the law and the Company’s regulations, ensuring the lives of employees.
    • To improve efficiency and ensure fairness in salary and bonus payment, the Company is continuing to review and revise C&B policy and develop appropriate C&B policy for each position and work load towards 3P payment.

  • The Committee has participated in developing the 2024 performance assessment process for BOD, Committees under BOD, members of Committees and EB.

ESG Committee

  • The ESG Committee consists of 02 members:
    • NO. BOD MEMBER POSITION
    01 Mr. Nguyen Duc Hanh Committee Chairman, Independent Director
    02 Mr. Le Duc Quang Committee Chairman, Non-executive Director

    At the regular meeting in February 2024, BOD decided to establish ESG Committee and issued Regulations on the organization and operations of the Committee under Decision No. 427/QD-PVCFC dated February 29, 2024. Accordingly, ESG Committee is a specialized unit under BOD with the function of consulting and overseeing the areas related to sustainable development and corporate governance for BOD.

    In 2024, ESG Committee held 4 meetings to discuss and get an agreement on the contents related to the functions of ESG Committee, specifically: (i) Assessing and proposing approval on the Company’s Sustainable Development Strategy (SDG); (ii) Reviewing and proposing approval on 2023 Sustainability Report; (iii) Reviewing and proposing approval on the timeline for completing 2024 Annual Report and Sustainability Report; (iv) Assessing 2024 performance and 2025 plan of ESG Committee

    Based on the proposals of ESG Committee, BOD has approved the ESG-SDG orientation framework attached to the Decision No. 1696/ QD-PVCFC dated June 10, 2024 which is a basis for implementing sustainable development practices in production and business, then disclosed on the Company’s information portal to affirm the determination of BOD and EB in implementing appropriate strategies to bring the Company to sustainable development in line with global trends.

INTERNAL AUDIT DIVISION

  • Internal Audit Division:established in November 2020 under BOD to implement internal audit of PVCFC according to Decree No 5/2019/ND-CP. Internal Audit Division is also an independent unit to support BOD with oversight responsibilities through Audit and Risk Management Committee, aiming to enhance effectiveness of risk management, internal control and corporate governance.
  • Through its inspection, assessment and consulting activities, Internal Audit Division provides an independent and objective assurance and recommendations on the following contents:(1) The Company’s internal control system has been established and operated appropriately to prevent, detect and handle the Company’s risks; (2) The Company’s governance and risk management processes ensure efficiency and high performance; (3) The Company’s operational goals, strategic goals, plans and duties have been achieved.
  • In 2024, Internal Audit Division consisted of 05 members with expertise in law, finance, auditing, accounting, and technology. Audit and Risk Management Committee is responsible for proposing to BOD on structure and organization of Internal Audit Division, appointment and dismissal of the Head of Internal Audit.
  • Head of Internal Audit Division is Mr. Vu Chi Duong - Master of Finance-Banking, Bachelor of Accounting-Audit, Bachelor of Law. Mr. Vu Chi Duong has more than 20 years of experience in the corporate law, finance and accounting, internal control, risk management, and internal audit.
  • Working history of Mr. Vu Chi Duong:
    • WORKING TIME TITLES, POSITIONS, WORKPLACE
    03/2001 - 01/2004 Legal specialist, Ba Ria Thermal Power JSC
    02/2004 - 11/2007 Contract economic specialist, the Executive Board of Ca Mau Gas-Electricity Complex
    12/2007 - 12/2008 Corporate Credit Specialist, PetroVietnam Finance JSC-Vung Tau branch
    12/2008 - 8/2009 Accounting specialist in charge of HCMC branch, PetroVietnam Power Technical Services JSC
    9/2009 - 11/2011 Head of Payment and Commercial Accounting Department, Phu My Fertilizer Plant, PetroVietnam Fertilizer and Chemicals JSC
    12/2011 - 6/2015 Specialist level 2, Internal Control Department, Vietnam Oil and Gas Group
    7/2015 - 5/2018 Compliance Team Leader - Internal Control Department, PetroVietnam Ca Mau Fertilizer JSC
    Cum member of Supervisory Board, PetroVietnam Packaging JSC
    6/2018 - 11/2020 Deputy Head of Compliance Inspection Unit, Internal Control Department, PetroVietnam Ca Mau Fertilizer JSC
    12/2020 - 7/2021 Internal auditor - Internal Control Division, PetroVietnam Ca Mau Fertilizer JSC
    8/2021 - 6/2022 Deputy Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC
    2018 - 2023 Cum Head of Supervisory Board, PetroVietnam Packaging JSC
    6/2022 -present Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC

BOD’S MEETINGS

By the end of 2023, BOD had built a meeting plan in the period 2024-2026 (at Resolution No. 3405/NQ-PVCFC dated December 27, 2023), which is annually updated at the end of the fiscal year (at Decision No. 3889/ NQ-PVCFC dated December 20, 2024). This meeting plan includes the meetings of Committees and seminars of BOD.

In 2024, all BOD members attended the BOD’s meetings, and the notices were sent five working days prior to the meetings and updated before the meeting.

In 2024, non-executive BOD members held 03 meetings to discuss and give independent opinions on some issues related to: (i) Improving corporate governance according to good practices; (ii) Implementing good practices on the succession of BOD members, developing specific criteria according to PVCFC’s development strategy; (iii) Reviewing criteria for senior personnel planning, specifically:

Details of meeting attendance of BOD members in 2024 are as follows:

NO. BOARD MEMBER NUMBER OF MEETINGS ATTENDED ATTENDANCE RATE
1 Mr. Tran Ngoc Nguyen 19/19 100%
2 Mr. Van Tien Thanh 19/19 100%
3 Mr. Nguyen Duc Hanh 19/19 100%
4 Mr. Le Duc Quang 19/19 100%
5 Mr. Truong Hong 19/19 100%
6 Ms. Do Thi Hoa 19/19 100%
7 Mr. Nguyen Duc Thuan 19/19 100%

OPERATIONS OF EACH MEMBER OF BOD

BOD has assigned the jobs for each member of BOD in each specific field. Accordingly, each BOD member has proactively planned their work. On a periodical basis, each BOD member inspected, oversaw and urged Executive Board to implement Resolutions/Decisions of BOD, proactively exchanged and discussed to promptly set up business and production plans, specifically:

NO. BOD MEMBER POSITION FIELDS OF RESPONSIBILIT
1 Mr. Tran Ngoc Nguyen Non-Executive Chairman

Performing functions, duties and rights of BOD chairman according to the Company’s charter and current legal documents.

Being responsible to General Meeting of Shareholders on operations of BOD according to the Company’s charter.

Overseeing and directing overall implementation of activities under authority of BOD.
2 Mr. Van Tien Thanh Executive BOD member cum General Director

Performing functions, duties of BOD member/General Director according to the regulations of the Law and the Company’s charter

Being responsible for General Meeting of Shareholders and regulations of the law on management of business and production activities. Being responsible for effectively implementing resolutions, decisions of BOD.
3 Mr. Nguyen Duc Hanh Non-executive Director

Orientating and supervising the works under the BOD’s authority, related to the following areas:

  • Business, marketing, service, training, corporate social responsibility, corporate culture, and union affairs.
  • Building corporate governance according to good/pioneering practices of BOD.
  • Handling Korea-Vietnam Fertilizer Co., Ltd. (KVF).
4 Mr. Le Duc Quang Non-executive Director

Orientating and overseeing the works under the BOD’s authority, related to the following areas:

  • Production and maintenance at PVCFC’s factories and subsidiaries (PPC and KVF).
  • Security, environmental health and safety, fire prevention and fighting.
  • Technical economic norms, ISO.
  • Information technology.
5 Mr. Nguyen Duc Thuan Non-executive Director

Orientating and overseeing the works under the BOD’s authority, related to the following areas:

  • Planning, Investment, Insurance, Investor Relations.
  • General affairs under BOD and PVCFC.
  • Monitoring/overseeing PVCFC’s capital at Vietnam Petroleum Packaging Joint Stock Company (PPC).
6 Mr. Truong Hong Independent Director

Orientating and overseeing the works under the BOD’s authority, related to the following areas:

  • Research and development
  • PVCFC’s human resource management
7 Ms. Do Thi Hoa Lead Independent Director

Orientating and overseeing the works under the BOD’s authority, related to the following areas:

  • Finance, accounting, auditing, inspection, supervision.
  • Internal control.
  • Risk management.
  • Legal - compliance.

As assessed by the BOD, in 2024, all BOD members, based on their assigned tasks, have successfully performed their roles and responsibilities, contributing to helping the Company complete the plan targets assigned by the GMS.

BOD has also made assessment on performance of each member and the results are as described in Assessment on BOD’s performance in pages 200.

BOD’S ACTIVITIES RELATED TO ESG - SUSTAINABLE DEVELOPMENT

Given awareness that climate change is a major issue at present, safety, health and environment in recent times. In 2024, the Board of Directors has implemented specific actions on orientation, strategy development and implementation of ESG practices. Specifically:

  • At the extraordinary GMS on January 10, 2024, shareholders made many questions related to ESG, which showed their concern about this matter, and the management shared information about the Company’s ESG implementation as well as committing to comply with the good ESG practices.
  • At the regular meeting in February 2024, BOD decided to establish ESG Committee to develop ESG - Sustainable Development strategic orientation. With the determination of ESG Committee, the Company’s ESG - Sustainable Development strategic orientation was approved by BOD in the meeting in May 2024, affirming the Company’s commitment to sustainable development goals and good corporate governance.
  • BOD determines that sustainable development is both an opportunity and a challenge for the Company. Therefore, BOD regularly oversees risks and opportunities related to sustainable development that may affect the Company’s sustainable values. This action also supports the BOD in making responsible decisions in compliance with the sustainable development goals.
  • BOD continues to build sustainable corporate governance based on ESG criteria and workshop plan on the BOD’s oversight role on sustainable development issues.
  • The Company has set up Sustainable Development section on its website, prepared Sustainability Report separated from Annual Report, updated the annual Sustainability Report and updated periodic environmental measurements to demonstrate its commitment and compliance with environmental, social, governance and climate change issues.
  • BOD approved PVCFC’s 2023 Sustainability Report in Decision No. 2688/QD-PVCFC dated August 29, 2024.

ENSURING INTERESTS OF SHAREHOLDERS/INVESTORS

  • Policy on dividend payment for shareholders is stipulated in Article 46 of the Company’s Charter. The policy provides a number of principles related to dividend distribution, including approval authority, payment method, and payment term. Depending on the Company’s business performance, BOD proposes to GMS to decide the rate and the form of annual dividend payment from the Company’s retained earnings. The BOD’s proposal of annual dividend payment to GMS is not bound by any third party.
  • In 2024, ensuring the interests of shareholders, BOD finalized the list of shareholders entitled to 2023 dividend payment in cash at a rate of 20% of charter capital as of June 25, 2024 and made dividend payment on July 11, 2024. The BOD’s decision on dividend payment within 30 days from the date of Annual GMS (on June 11, 2024) has demonstrated a commitment to go beyond compliance with the Law on Enterprises (dividend payment within 06 months from Annual GMS) and PVCFC’s charter (dividend payment within 03 months from Annual GMS) to bring interests to shareholders as soon as possible.
    • The Company plans to pay dividends to shareholders in cash at a rate of 10% in 2025.

Announcement and dividend payment

CONTENT 2023 2022 2021
Profit after tax (billion VND) 1,108.58 4,31344 1,821.83
Cash dividends (billion VND) 1,058.80 1,588.20 952.92
Non-cash dividends - - -
Dividend payment rate (%) 20% 30% 18%
Date of GMS approving profit distribution plan 11/6/2024 12/6/2023 26/4/2022
Date of record 25/6/2024 30/8/2023 6/7/2022
Dividend payment date 11/7/2024 11/9/2023 26/7/2022

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
NO. INVESTOR CONFERENCE FORM TIME
01 Meetings with investors Directly at the Company 01
2 Meetings and discussions with shareholders, investors and analysts on a small scale Directly at the Company 05
03 Exchanging and providing information to shareholders, investors and analysts on a small scale Via phone 16
  • 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.

SUCCESSION PLANNING

Each BOD member has 03 successors, who are key persons of the Company, satisfying the criteria of a BOD member, in conformity with the Company’s strategic orientation and the diversity of BOD members. BOD assigns HRC Committee to build and annually update criteria of BOD members.

In 2024, BOD restructured its committees. At present, BOD has 03 committees of which the members are all non-executive and independent BOD members. Audit and Risk Management Committee and Human Capital and Remuneration Committee are ensured the participation rate of independent BOD members according to good practices.

BOD has assigned Human Capital - Remuneration Committee to develop succession planning criteria for the positions of Chairman and members of Committees under BOD to ensure the conformity with actual operations of the Committees and the highest effectiveness of the Committees’ support to BOD. Based on the agreed criteria, BOD held a meeting and approved the list of succession planning for these positions in Minutes of Meeting No. 06/BB-PVCFC.

BOD makes succession planning for General Director and other EB members from the Company’s key personnel, who are evaluated based on capability (qualification and management skills), performance and development potential. Each position has 03 successors. For the position of General Director, non-executive BOD members held a meeting on January 29, 2024 to review the planning criteria and planning list.

Every year, BOD decides the criteria and organizes a meeting to make assessment on performance of GD and each EB member (the assessment meeting for 2024 was held on December 30). This is also one of the bases for BOD to review, evaluate and adjust the succession planning for these important positions.

Based on the planning criteria and planning list approved on March 13, 2023 and April 12, 2023 for the period up to 2025 and the 2026-2031 period, in 2024, BOD reviewed and did not modify/adjust the planning for the positions of BOD members, EB members and other key managers.

OTHER BOD’S OPERATIONS

  • In 2024, BOD reviewed corporate strategy in 03 regular meetings and 01 workshop (in September 27, 2024). To ensure effectiveness and quality of the meetings, EB has made a report on corporate strategy approved by the BOD and sent to BOD members along with the recommendations before the meetings. BOD also assigned persons to review the corporate strategy and then report to the BOD. This action has helped BOD make timely adjustments or enhance necessary resources to ensure that the Company’s operations are consistent with the Company’s development strategy.
  • In 2024, BOD effectively oversaw production, business, research and development activities to launch new fertilizer products in line with the Company’s Strategy, Vision and Mission of “Providing nutritional solutions for crops”. Accordingly, there were no unappropriate activities that BOD needed to remind and revise.
  • BOD also reviewed the Company’s Vision, Mission, and Core Values and had no modification in 2024.

BOD has issued Whistle blowing Policy since February 2023 (which was then revised in Resolution No. 3900/NQ-PVCFC dated December 20, 2024) to promptly detect and adjust behaviors, enhance the sense of responsibility of employees and encourage them to be proactive and confident in providing feedback to managers, thereby increasing management and business efficiency as well as protecting and promoting PVCFC’s reputation.

The Company has issued Whistle blowing process as a basis for implementation. Currently, the Company has established channels to receive violation reports including:

  • Directly reporting to Whistle blowing Council.

  • Directly reporting Functional Division. The Functional Division is responsible for sending all information to Internal Audit Division.
  • Hotline: 0798 041 041 (handled by Internal Audit Division)
  • Email: tiepnhanthongtin@pvcfc.com.vntiepnhanthongtin@pvcfc.com.vn
  • Mailbox to “Receive information” at: Company Office, Ca Mau Fertilizer Plant Office, and Representative Office in Ho Chi Minh City.

Ms. Do Thi Hoa – Lead Independent Director is Chairwoman of Whistle blowing Council. Internal Audit Division – an independent unit is responsible for receiving violation reports and directly reporting to Chairwoman of Whistle blowing Council.

In 2024, the Whistle blowing Council did not receive any information about corruption or insider trading related to the members of BOD, EB and employees of the Company. The Company also did not receive any feedback or conclusions from the authorities about the violations.

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.

BOD has approved contracts/transactions with related parties, including major shareholders and their subsidiaries. The resolutions to approve contracts/ transactions with related parties are disclosed by PVCFC in accordance with the applicable regulations.

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 2024, there were no mergers/acquisitions/ takeovers that need to be approved by the GMS.

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.

The Company uses capital sources appropriately and effectively, especially in using capital for long-term purposes to ensure that the capital structure is always in safety for the Company’s sustainable operations. BOD annually evaluates PVCFC’s capital structure to ensure that it is consistent with the Company’s longterm business strategy as well as the risk appetite that the Company has determined (in 2024, BOD made assessment at the BOD’s periodic meeting in December which was held on December 30, 2024).

Since the beginning, PVCFC accessed foreign loans with a credit limit of USD 220 million from foreign financial institutions such as BNP Paribas, Export- Import Bank of China, and Credit Agricole Bank and a loan with a credit limit of USD 220 million from Vietinbank. PVCFC has also had credit relationship with other banks such as Vietcombank, SeABank, PVcombank, SHB, and NCB.

Up to now, PVCFC has affirmed its financial position with domestic and foreign institutions. In particular, with the BOD’s strict management in cash flow and debt balance, the Company has taken appropriate measures such as decreasing debt to equity to reduce financial pressure, repaying debt before the due date to minimize exchange rate risks as foreign currency fluctuations and restructuring foreign loans with domestic banks to take advantage of interest rates. The flexible and practical financial strategies have significantly contributed to building a safe financial structure for PVCFC.

According to the 5-year plan (2026 - 2030), total demand for investment capital of PVCFC is VND 8,970 billion, focusing on extending the Company’s production value chain through researching and manufacturing industrial gas and investing in logistics. With its good credit record, PVCFC believes that the Company can get financial support from domestic and foreign financial institutions for new investment projects. In addition, BOD always follows up the economic developments to have right choices to optimize shareholders’ interests on the principle of ensuring a safe capital structure, optimizing capital costs, and limiting financial risks (It is possible to build EGS foundation to access preferential capital sources from foreign capital sources and green financing).

Implementing sustainable development goals and harmonizing interests among stakeholders, the Company has issued financial management regulations stipulating the management of payables, as follows:

  • Keeping track of all debts and classifying debts and accrued interest to ensure timely debt payment.
  • Regularly reviewing, evaluating and analyzing the Company’s debt payment ability, promptly detecting difficulties in debt payment to promptly handle and prevent overdue debts, and at the same time, developing payment plan and balancing cash flow to ensure repayment.
  • Inventory and compare debts with creditors, and conduct debt classification assessment according to current regulations to promptly detect overdue debts, clearly analyze the causes and take timely measures.
  • Periodically conducting debt reconciliation, evaluating and classifying debts according to current regulations to promptly detect overdue debts, analyzing causes and taking suitable measures.

PVCFC respects the legitimate rights of creditors and commits that these legitimate rights are implemented. Depending on the specific situation as well as the requirements and results of negotiation with creditors, PVCFC applies one or more of the following measures: (1) Using PVCFC’s assets as collaterals for the debts; (2) Using credit guarantee or other forms as agreed with creditors; (3) Agreeing with creditors on ensuring maintenance and compliance of financial indicators such as debt/equity ratio, interest coverage ratio, current payment ratio, etc.; (4) Agreeing with creditors on groups of security measures for assets financed by creditors such as purchasing insurance, asset maintenance, etc.; (5) Periodically reporting on the implementation of security provisions as well as disclosing information on security measures for the exercise of creditors’ rights. Application of any security measure is always required to ensure the principle of harmonizing the benefits of creditors and PVCFC and comply with the provisions of law.

In 2024, the Company got loans from Vietcombank and Vietinbank with a total value of VND 6,755 billion and made principal and interest payment on schedule.

PVCFC has a high credit score since the Company always pays its loans on time. Credit institutions are also willing to offer loans with preferential interest rates

For PVCFC’s subsidiaries, loans are always paid on time and ensure benefit of credit institutions with high-quality collaterals (machinery and property).

The impacts of PVCFC’s production and business activities on environment and society are not limited within the Plant. PVCFC is aware of the environmental and social impacts created by its production and supply of raw materials, chemicals and input services for production and business activities. Therefore, when assessing and selecting suppliers, PVCFC does not only base on traditional criteria such as finance, production capacity, after-sales service, etc. but also always pays attention to environmental and social compliance.

On August 7, 2024, BOD issued Resolution No. 2407/NQ-PVCFC, according to which BOD committed that the verification and selection of PVCFC’s suppliers always focus on environmental and social factors for long-term development, in accordance with PVCFC’s strategic orientation to ensure a sustainable supply chain. These factors include the actual and potential impacts of suppliers on the environment and society. The selection of suppliers always ensures the harmony of economic, environmental and social factors. BOD always decides to select the units that comply with the laws on environment and society for sustainable development.

The Company’s supplier selection activities comply with the steps outlined in the Procurement of Goods and Service Hiring Process, issued under Decision 3436/QĐ- PVCFC. This process stipulates the sequence and procedures for procurement and service hiring to ensure that PVCFC’s purchasing and service contracting requirements are met while guaranteeing fairness, transparency, and economic efficiency. Accordingly, the supplier selection process consists of the following steps: Request for quotation, Supplier selection, Supplier evaluation and selection, and Contract drafting and signing.

Upon goods and service procurement, we always require suppliers to commit to complying with the laws on safety and environmental protection and the non-child labor policy. In 2024, the Company signed more than 800 contracts with 225 suppliers. Up to now, the Company has not received any information under any form about suppliers violating the laws or being punished related to environmental issues or child labor using.

BOD directs information disclosure according to regulations. With the support from the Company Secretary, the information disclosure in 2024 was done in a sufficient and timely manner according to the laws. The Company did not receive any fine or warning related to information disclosure in stock market.

BOD is fully aware of potential risks that may affect the Company’s data system and continuous operation. They are the risks related to safety, internet security and information technology disruption. In 2024, the Company continued to consider them as major risks to take appropriate response measures. Within the overall risk management framework, since the beginning of the year, BOD has issued a list of important points that need to be reviewed regularly, according to which, it is necessary to identify the major risks related to safety, internet security and information technology disruption as well as the issues related to continuous production and assessing the risks to these activities. In 2024, There was no serious incident that disrupted information technology system and production

Based on the quarterly risk management reports from General Director, Internal Audit Division and Audit & Risk Management Committee, BOD assesses the effectiveness and suitability of risk management system (including operational, financial and compliance controls) and internal control to ensure good control of major risks for the Company. In addition, BOD reviews major risk management at monthly BOD meetings.

As assessed by BOD, in 2024, the Company had an adequate and effective risk management and internal control. PVCFC has continued to further improve the system according to good practices and has standardized the risk management system with ESG risks integrated into the framework.

OPERATIONS AND EVALUATION RESULTS OF INDEPENDENT DIRECTORS ON OPERATIONS OF BOD

Independent Directors have effectively fulfilled their roles in checking and overseeing the business operations of the company, performing their functions and tasks correctly to ensure the common interests of the Company and its shareholders.

Independent Directors of PVCFC have fully participated in meetings and contributed opinions and votes to the decisions of BOD. The contributions of Independent Directors in their assigned areas in 2024 have demonstrated their roles, responsibilities, objectivity, and independence.

As Chairmen of Audit & Risk Management Committee and Human Capital - Remuneration Committee, Independent Directors have excellently performed their duties and responsibilities.

In 2024, the independent BOD members jointly reviewed and evaluated the activities of the Company’s BOD.

The evaluation results of BOD’s performance in 2024 shows that PVCFC has an effective BOD with corporate governance beyond compliance to ensure the sustainable development of the Company and the interests of shareholders.

Operations of BOD have been complied with corporate governance principles as stipulated at the Law on Enterprise, the Company’s charter, internal governance regulations, operational regulations of BOD and other regulations of the Law.

BOD has fully complied with governance regulations of public company, ensuring favorable conditions for independent Directors to fully carry out their rights and obligations. BOD has well performed its role of inspection, oversight of management of business and production activities of the Company. Inspection and oversight are regularly and closely implemented ensuring compliance with current regulations.

BOD has developed operational plan and assigned tasks to BOD members in charge of specific areas in accordance with their functions and duties, motivating and promoting their knowledge and experience as well as creating favorable conditions for independent directors to fully exercise their rights and obligations.

BOD has regularly updated, adjusted decentralization for the Executive Board to limit its participation in specific activities, supporting the Executive Board to focus more on oversight and orientation activities.

BOD has updated and issued regulations in a full and clear manner to enable BOD’s oversight more intensive. Therefor, the BOD’s decisions have ensured objectivity, fairness and transparency, ensuring the overall interests of the Company and shareholders.

BOD frequently reviews, updates target and plans to ensure appropriateness with the Company’ development strategy, building longer-term strategies to promote the company’s sustainable development.

BOD also focuses on improving governance capacity by hiring consultancy companies (IFC, Deloitte, CGS, etc.) to evaluate corporate governance, building a roadmap toward good governance practices, step by step building sustainable development framework and strategy and ESG practices.

BOD, EB and Supervisory Board have coordinated to work out timely solutions to ensure thorough business and production activities and achieve the highest results.

EVALUATION ON BOD’S PERFORMANCE

BOD has assigned HR-C&B Committee to develop annual performance evaluation criteria applied to BOD, BOD’s Committees, BOD’s members and EB’s members. BOD has made performance evaluation as the fiscal year ended.

In 2024, BOD continued to conduct performance evaluation according to the approved criteria. Evaluation results are used to improve BOD’s performance. The evaluation is made as follows:

  • Evaluation criteria (advised by IFC and updated annually according to good practices, including ESG criteria).
  • BOD’s Committee performance evaluation criteria (applied to HR-C&B Committee, Audit and Risk Management Committee and ESG Committee)
  • Performance evaluation criteria applied to BOD’s member and EB’s members
  • Scoring scale is determined as follows:
NO. SCORES LEVELS
01 From 90 to 100 Excellent
02 From 80 to 89 Good
03 From 65 to 79 Acceptable
04 From 50 to 64 Necessary to improve
05 Under 49 Very necessary to improve

  • BOD’s performance: Each BOD member makes evaluations
  • Performance of BOD’s Committees: Each member of BOD’s Committees makes evaluations.
  • Performance of each BOD member: Each BOD member makes self-evaluation and makes evaluation on other 06 members (1-1 cross-evaluation).
  • Performance of each EB member: Each EB member makes self-evaluation and makes evaluation on other EB members, including GD, Deputy GD and Chief Accountant.
  • Ms. Do Thi Hoa – The Lead Independent Director, chaired the evaluation meeting.

Results of BOD’s performance evaluation in 2024

NO. CRITERIA SCORES IN 2024
1 Authority and general information 98.75
2 Components 96.67
3 Structure and committees 98.25
4 Working regulations 95
5 Obligations and responsibilities 98
Overall evaluation results 97.33

Results of BOD member’s performance evaluation in 2024

NO. CRITERIA SELF-EVALUATION RESULTS
(AVERAGE SCORE OF ALL BOD MEMBERS)		 EVALUATION RESULTS BY (1-1 CROSSEVALUATION)
01 Qualifications to be a BOD member 100 100
02 Implementing rights and obligations according
to the law and the Company’s Charter		 100 100
03 Responsibility and conviction in decisionmaking role 98.71 99.21
04 Integrity in performance and fair treatment with stakeholders 100 99.64
05 Strategic vision to bring added value to the Company 95.14 95.69
06 MInteraction with other BOD members and EB 98 98.21
07 Contribution to BOD’s overall performance 96.43 97.64
Overall evaluation results 98.33 98.45

Evaluation on performance of Committees under BOD in 2024

NO. CRITERIA AUDIT AND RISK MANAGEMENT COMMITTEE HUMAN CAPITAL - REMUNERATION COMMITTEE ESG COMMITTEE
01 Committee structure 99.78 94.67 96
02 Training and capability 98.6 95.40 97.2
03 Committee’s operation 98.17 97.50 96.86
04 Management and meeting handle 99 99 99
Overall evaluation results 98.89 96.64 97.27

Based on the opinions of Audit and Risk Management Committee, BOD approves the operational 3-year plan of Internal Audit Division (2024-2026). The Internal Audit Division implements its tasks according to the approved plans. Based on operational performance, BOD evaluates the operational performance of the Internal Audit Division. In 2024, the Internal Audit Division was highly valued by well performing its tasks.

RESOLUTIONS/DECISIONS OF BOD IN 2024

In 2024, BOD received 93 written proposals of General Director, issued 146 resolutions/ decisions related to all operational aspects of PVCFC for the General Director, some important resolutions/ decisions are as follows:

NO. DECISION/ RESOLUTION NO. ISSUANCE DATE CONTENTS
01 68/NQ-PVCFC 10/01/2024 Resolution on electing BOD Chairman and assigning tasks in BOD
02 69/QĐ-PVCFC 10/01/2024 Decision on appointing BOD Chairman
03 6/QĐ-PVCFC 12/01/2024 Decision on approving remuneration for BOD member (Mr. Nguyen Duc Thuan)
04 89/QĐ-PVCFC 12/01/2024 Decision on assigning tasks in BOD
05 90/QĐ-PVCFC 12/01/2024 Decision on revising and releasing Regulations on Corporate Governance
06 91/QĐ-PVCFC 12/01/2024 Decision on revising and releasing Regulations on BOD’s operations
07 248/NQ-PVCFC 31/01/2024 Resolution of BOD meeting in January 2024
08 250/QĐ-PVCFC 31/01/2024 Decision on approving Finance – Accounting Regulations
09 251/QĐ-PVCFC 31/01/2024 Decision on approving Regulations on management and usage of Science and Technology Development Fund
10 253/QĐ-PVCFC 31/01/2024 Decision on approving Regulations on procurement of goods and services
11 254/QĐ-PVCFC 31/01/2024 Decision on approving Regulations on organization and operation of the Company’s Branch - Project the Executive Board
12 421/NQ-PVCFC 29/02/2024 Resolution of BOD meeting in February 2024
13 422/QĐ-PVCFC 29/02/2024 QDecision on establishing Steering Committee for long-term processing gas sources and gas prices of PVCFC
14 427/QĐ-PVCFC 29/02/2024 Decision on establishing Environment – Social – Governance Committee and releasing Regulations on organization and operation of the Committee
15 429/QĐ-PVCFC 29/02/2024 Decision on appointing personnel to Environment - Social – Governance Committee
16 434/QĐ-PVCFC 01/3/2024 Decision on strengthening Human Capital - Remuneration Committee
17 433/QĐ-PVCFC 01/3/2024 Decision on changing the name of Governance - Human Capital and Remuneration Committee and releasing
Regulations on organization and operation of the Committee (amended and supplemented)
18 435/QĐ-PVCFC 01/3/2024 Decision on releasing Regulations on organization and operation of Audit and Risk Management Committee
(amended and supplemented)
19 436/QĐ-PVCFC 01/3/2024 Decision on strengthening Audit and Risk Management Committee
20 583/NQ-PVCFC 14/3/2024 Resolution of BOD meeting on acquisition of Korea - Vietnam Fertilizer Co., Ltd. (KVF)
21 584/QĐ-PVCFC 14/3/2024 Decision on acquisition of Korea-Vietnam Fertilizer Co., Ltd. (KVF)
22 604/NQ-PVCFC 15/3/2024 Resolution on personnel at Vietnam Petroleum Packaging Joint Stock Company (PPC)
23 809/NQ-PVCFC 28/3/2024 Resolution of BOD meeting in March 2024
24 810/QĐ-PVCFC 28/3/2024 Decision on adjusting final settlement of raw material import port project with a capacity of 500,000 tons/
year of Ca Mau Fertilizer Plant
25 811/QĐ-PVCFC 28/3/2024 Decision on decentralizing capital mobilization to General Director
26 814/NQ-PVCFC 28/3/2024 Resolution on extending the time to organize 2024 Annual General Meeting of Shareholders
27 838/QĐ-PVCFC 29/3/2024 Decision on approving salary and remuneration fund for 2023
28 842/NQ-PVCFC 29/3/2024 Resolution on approving the plan to organize 2024 Annual General Meeting of Shareholders
29 1081/QĐ-PVCFC 17/4/2024 Decision on appointing BOD Chairman of KVF
30 1199/NQ-PVCFC 26/4/2024 Resolution on establishing Representative Office and personnel work
31 1216/NQ-PVCFC 02/5/2024 Resolution of BOD meeting in April 2024
32 1217/QĐ-PVCFC 02/5/2024 Decision on approving the operational plan in 2024 of PVCFC’s representative who acts as a supervisor at
KVF
33 1218/QĐ-PVCFC 02/5/2024 Decision to issue Regulations on operations of KVF’s SB
34 1219/NQ-PVCFC 02/5/2024 Resolution on approving the contents of 2024 Annual GMS of PPC
35 1224/QĐ-PVCFC 02/5/2024 Decision on issuing Regulations on salary, bonus and remuneration for PVCFC’s Management
36 1227/QĐ-PVCFC 02/5/2024 Decision on issuing Regulations on compensation and benefits for PVCFC’s employees
37 1229/QĐ-PVCFC 02/5/2024 Decision on approving agreements and transactions with related parties in 2024
38 1234/QĐ-PVCFC 02/5/2024 Decision on establishing BOD Office
39 1236/QĐ-PVCFC 02/5/2024 Decision on issuing Information security regulations
40 1249/QĐ-PVCFC 03/5/2024 Decision on appointing Head of Representative Office in Ho Chi Minh City
41 1255/QĐ-PVCFC 03/5/2024 Decision on issuing Regulations on organization and operation of BOD Office
42 1256/QĐ-PVCFC 03/5/2024 Decision on establishing Representative Office in Ho Chi Minh City
43 1270/NQ-PVCFC 4/5/2024 Resolution on approving Financial Regulations of PPC
44 1289/NQ-PVCFC 6/5/2024 Resolution on personnel at PPC
45 1653/NQ-PVCFC 5/6/2024 Resolution of BOD meeting in May 2024
46 1655/QĐ-PVCFC 5/6/2024 Decision on issuing Regulations on organization and operation of Representative Office in Ho Chi Minh City
47 1657/QĐ-PVCFC 5/6/2024 Decision on issuing Regulations on organization and operation of Human Capital and Remuneration Committee (amended and supplemented)
48 1658/QĐ-PVCFC 5/6/2024 QDecision on issuing Inventory management regulations
49 1691/QĐ-PVCFC 7/6/2024 Decision on establishing Appraisal team for PVCFC - Nhon Trach plant – port – warehouse project
50 1695/QĐ-PVCFC 10/6/2024 Decision on issuing Human Capital Management Regulations
51 1696/QĐ-PVCFC 10/6/2024 Decision on issuing PVCFC’s Strategic Orientation of ESG - Sustainable Development
52 1752/QĐ-PVCFC 12/6/2024 Decision on 2023 dividend payment in cash
53 1854/NQ-PVCFC 21/6/2024 Resolution on investing PVCFC - Nhon Trach plant – port - warehouse project
54 1925/QĐ-PVCFC 01/7/2024 Decision on issuing Investment Management Regulations
55 1927/NQ-PVCFC 01/7/2024 Resolution of BOD meeting in June 2024
56 1928/QĐ-PVCFC 01/7/2024 Decision on approving the list of credit institutions and maximum deposit limit from July 1, 2024 to June 30, 2025
of PVCFC
57 1929/QĐ-PVCFC 01/7/2024 Decision on approving the result of selecting supplier for “Providing financial statement audit services in 2024”
58 1988/NQ-PVCFC 4/7/2024 Resolution of BOD meeting on reviewing organizational structure of PVCFC, KVF and other issues
59 1989/QĐ-PVCFC 4/7/2024 Decision on approving organizational structure of PVCFC
60 2267/NQ-PVCFC 27/7/2024 Resolution of BOD meeting in July 2024
61 2268/QĐ-PVCFC 27/7/2024 Decision on decentralizing General Director to approve plan and finalization for salary, remuneration and bonus of member units
62 2269/NQ-PVCFC 27/7/2024 Resolution on approving the Operating Regulations of KVF’s EB
63 2271/QĐ-PVCFC 27/7/2024 Decision on approving 2024 audit plan for KVF
64 2276/NQ-PVCFC 29/7/2024 Resolution on approving 3-year operation plan (2024 - 2026) of PVCFC’s BOD
65 2357/QĐ-PVCFC 02/8/2024 Decision on establishing Project appraisal team for increasing capacity of Ca Mau Fertilizer Plant.
66 2407/NQ-PVCFC 7/8/2024 Resolution on approving the contents to complete PVCFC’s regulations/policies to meet the criteria
of 2023 ASEAN Corporate Governance Scorecard (ACGS2023)
67 2687/NQ-PVCFC 29/8/2024 Resolution of BOD meeting in August 2024
68 2688/QĐ-PVCFC 29/8/2024 Decision on approving PVCFC’s 2023 Sustainability Report
69 2730/QĐ-PVCFC 4/9/2024 Decision on establishing Branch of PVCFC - Ca Mau Fertilizer Plant
70 2808/QĐ-PVCFC 10/9/2024 Decision on issuing Regulations on organization and operation of Branch of PVCFC - Ca Mau Fertilizer Plant
71 2960/NQ-PVCFC 30/9/2024 Resolution of BOD meeting in September 2024
72 2962/QĐ-PVCFC 30/9/2024 Decision on assigning tasks in BOD
73 2963/QĐ-PVCFC 30/9/2024 Decision on issuing Regulations on obtaining voting opinions of BOD members in written
74 3335/QĐ-PVCFC 01/11/2024 Decision on modifying business oeprations and issuing Charter of KVF
75 3337/QĐ-PVCFC 01/11/2024 Decision on approving the program of updating knowledge for BOD members in 2025
76 3339/NQ-PVCFC 01/11/2024 Resolution of BOD meeting in October 2024
77 3342/QĐ-PVCFC 01/11/2024 Decision on approving implementation plan of Investor Relations in the 4th quarter of 2024 and in 2025
78 3665/NQ-PVCFC 28/11/2024 Resolution on approving PPC’s 2025 production and business plan
79 3678/NQ-PVCFC 29/11/2024 Resolution of BOD meeting in November 2024
80 3830/NQ-PVCFC 17/12/2024 Resolution on approving and issuing Decentralization Regulations
81 3883/NQ-PVCFC 20/12/2024 Resolution of BOD meeting in December 2024 (Term 1)
82 3884/NQ-PVCFC 20/12/2024 Resolution on approving PVCFC’s 2025 production and business plan
83 3887/NQ-PVCFC 20/12/2024 Resolution on adjusting duties of members of Whistle blowing Council
84 3888/NQ-PVCFC 20/12/2024 Resolution on establishing Appraisal Team for PVCFC - Nhon Trach plant – port – warehouse project
85 3889/NQ-PVCFC 20/12/2024 Resolution on approving 3-year operation plan (2025- 2027) of PVCFC’s BOD
86 3892/NQ-PVCFC 20/12/2024 Resolution on approving KVF’s 2025 production and business plan
87 3900/NQ-PVCFC 20/12/2024 Resolution on revising and releasing Whistle blowing Regulations
88 3952/NQ-PVCFC 25/12/2024 Resolution on approving adjustment of PPC’s 2024 production and business plan
89 4029/NQ-PVCFC 31/12/2024 Resolution on approving some adjustments in PVCFC’s 2024 plan targets
90 4038/NQ-PVCFC 31/12/2024 Resolution on establishing Representative Office in Cambodia
91 4040/NQ-PVCFC 31/12/2024 Resolution on approving agreements and transactions with related parties in 2024 and in 2025
92 4045/NQ-PVCFC 31/12/2024 Resolution of BOD meeting in September 2024 (Term 2)
93 4047/NQ-PVCFC 31/12/2024 Resolution on approving 3-year audit plan 2025- 2027
94 4048/NQ-PVCFC 31/12/2024 Resolution on approving and issuing Technical economic norms of PVCFC
95 4049/NQ-PVCFC 31/12/2024 Resolution on establishing Project Appraisal Team for increasing capacity of Ca Mau Fertilizer Plant

COORDINATION AMONG BOD, SUPERVISORY BOARD, EXECUTIVE BOARD WITH OTHER MANAGERS

BOD, Supervisory Board and Executive Board and other management staff of PVCFC continue maintaining a close coordination based on principles of flexibility and adaptability, ensuring benefits of the company, shareholders, employees and related parties.

Given its rights and responsibilities, BOD has issued regulations/mechanisms on all operational aspects for the General Director to implement. In the working process, BOD has discussed, exchanged and agreed with the General Director to promptly approve, adjust and update documents proposed by the General Director on ensuring a continuous development and stability of business and production.

Resolutions of BOD assigned to the General Director are inspected and overseen by BOD. BOD has organized meetings with EB to build, adjust business and production targets aligning with each period.

BOD and General Director always maintain a close management - e executive relationship and implement in accordance with the company’s charter and regulations on corporate governance.

The General Director, on a quarterly basis, sends financial statements to BOD. BOD regularly directs the General Director to implement audits, evaluating financial statements as stipulated to timely support the process of decision-making of the General Meeting of Shareholders.

The General Director, regarding inspection and oversight, creates favorable conditions, promptly allocates personnel to coordinate and provide documents for BOD and Supervisory Board to perform their oversight roles.

Apart from inspecting, overseeing the process of drafting, issuing regulations/mechanisms on business and production activities, Supervisory Board has participated in consulting, contributing opinions to make it appropriate with actual situation.

The Supervisory Board is invited to attend BOD meetings to evaluate implementation of orientations, strategies, establishing orientations, outlining strategic solutions as a basis for implementation.

The Supervisory Board has coordinated with BOD, Executive Board to propose related units to carry out independent audit, financial statement in 2024 to submit to the General Meeting of Shareholders for approval; successfully organizing the annual General Meeting of Shareholders 2024.

REMUNERATION, OPERATING EXPENSES AND OTHER BENEFITS OF BOD AND EACH MEMBER OF BOD

Details of remuneration of BOD are included in report on salary, bonus, remuneration and other benefits of Executive Board.

Administrative expenses and other related expenses of BOD are in compliance with regulations of the company and accounted for under general and administrative expenses of the Company.

CORPORATE GOVERNANCE TRAINING

Every year, BOD develops a training plan, including the courses to update professional knowledge for all members of BOD, EB, Secretary and BOD assistants. Training courses organized in 2024 have met the needs of updating new knowledge and improving governance quality for BOD members. In addition to participating in training courses as planned, BOD encourages its members to join in associations and clubs to learn and share knowledge, skills, experiences, and domestic and international information on governance such as Vietnam Human Resources Association (VNHR), Vietnam CFO, Vietnam Independent Directors Association (VNIDA), etc.

BOD, Executive Board has sent representatives to training courses, seminars on corporate governance, good governance practices in the region and around the world, updating new regulations of Enterprise Law, Law on securities, Degrees, Circulars co-organized by HCMC Stock Exchange, VIOD, etc.

At PVCFC, to support new BOD members, BOD will implement orientation training for that member to understand corporate culture, business philosophy, vision, mission and core values of the Company. The BOD also provides training in necessary knowledge on corporate governance associated with the Company’s development orientations. On January 31, 2024, BOD approved orientation training plan for Mr. Nguyen Duc Thuan – a new BOD member, who was appointed on January 10, 2024, accordingly, he will participate in both internal and external training. The training courses joined by Mr. Nguyen Duc Thuan in 2024 are as follows

Internal training:
  • Overview of important information of the Company
  • Corporate culture, code of conduct, and business ethics
  • Purposes and business model
  • Strategic orientations
  • Regulations related to corporate governance and good practices that PVCFC’s BOD is following.

(Internal training courses for Mr. Nguyen Duc Thuan – BOD member were approved by the BOD and assigned to the Company’s Secretary for implementation support)

External training:
  • ESG awareness and practice
  • Intensive training for BOD member (DCPVIOD)
  • Other professional training programs

Details of some training courses that BOD members attended in 2024 are as follows:

NO. TRAINING COURSES ORGANIZATIONS NUMBER OF BOD MEMBERS ATTENDING
THE TRAINING COURSES
1 International Board of Directors VietStar Training and Consulting JSC 06
2 Director Certification Program (DCP24, DCP29, and DCP30) Vietnam Institute of Directors - VIOD 04
3 Corporate Secretary Master Program Vietnam Institute of Directors - VIOD 03
4 Strategy Planning PTI Education Training Group 05
5 Improving Internal Audit Quality according to good practices at PVCFC Institute of Internal Auditors Vietnam 06
6 Management Accounting for Leaders CleverCFO 02
7 Search Inside Yourself Mindful Leadership Vietnam 04
8 MBO and KPI Awareness for Leaders PACE Institute of Management 01
9 Business Process Improvement (BPI) PTI Education Training Group 04
10 Risk Management PTI Education Training Group 04
11 Talent Management and Development Talentnet Vietnam 04
12 Summarizing and assessing the impacts of ACGS 2023 CGS Vietnam JSC 05

CORPORATE GOVERNANCE ACCORDING TO GOOD PRACTICES

PVCFC commits to comply with the regulations on corporate governance in Vietnam and aims to comply with the best practices introduced in the ASEAN Corporate Governance Scorecard 2023. According to PVCFC’s self-assessment, by the end of fiscal year 2024, there are 02 criteria that PVCFC does not satisfy and needs to improve, to be specific:

ITEM CRITERIA QUOTE RESPONSE
D.2.4 Do independent directors/ commissioners make up at least 50% of the Board of Directors/ commissioners? Independent directors make up 28% of BOD
(02 Independent directors/07 directors)		 Not satisfied
D.4.2 Is the chairman an independent director/commissioner? The Chairman is a non-executive director and is not an
independent director.		 Not satisfied
PVCFC’S IMPROVEMENT TO MEET THE CRITERIA

Criteria D.2.4

At present, PVCFC’s BOD has 02 independent directors, ensuring the requirement on the number of independent directors as stipulated in Vietnam and meeting the current demand of PVCFC. However, based on the strategic orientation in the coming years, BOD will take actions to ensure the diversity of BOD as well as ensuring the proportion of independent directors at least 50%, increasingly enhancing independence and objectivity as making decisions on corporate governance issues.

Criteria D.4.2

PVCFC’s Chairman is not an independent director. Mr. Tran Ngoc Nguyen is a non-executive Chairman. At present, non-executive and independent directors account for 6/7 members.

BOD has also appointed Ms. Do Thi Hoa as Lead Independent Director since April 2023, clearly defining the roles of lead Independent director as an intermediary between Chairman and other BOD members, convening and chairing meetings of non-executive members

As assessed by independent directors, the BOD’s decisions have ensured objectivity, fairness and transparency, ensuring the overall interests of the Company and shareholders. However, in the actual situation, if there is any issue that may affect the interests of the Company and shareholders, BOD will consider changing its structure.

Self-assessment report on implementing ASEAN Corporate Governance Scorecard is presented in detail on Website at: https://www.pvcfc.com.vn/quan-he-nha-dau-tu/quan-tri-cong-ty/thuchien-acgs

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