Vietnam National Oil & Gas Group

PetroVietnam Camau Fertilizer JSC

CÔNG TY CỔ PHẦN PHÂN BÓN DẦU KHÍ CÀ MAU

Economic information

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Overview

Trading name

Petrovietnam Camau fertilizer joint stock company

Trading code

DCM

Charter capital

5.294 Billion VND

Number of listed shares

529.400.000 shares


Annual Report Online 2021

 

INVESTOR RELATIONS

Contact: Do Thanh Hung

02903819000_ext 570 Mobile: 0913897704

ir@pvcfc.com.vn

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ACGS 2023

Level 1
A + B: Rights and Equitable Treatment of Shareholders
No. Question Quote Evidence Response
A Rights and Equitable Treatment of Shareholders 30/30
A.1 Basic Shareholder Rights 1/1
A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days.

Yes. The dividend is pade within 30 days from the date of declaration.

Dividend payment for 2023 is declared on 12 June 2024 (also the date AGM approved the dividend) as per information disclosure dated 12 June. 

The actual payment was made by 11 July 2024 as reported in the periodical governance report to HOSE made on 29 July (page 6, paragraph 4)

1. Notice of dividend payment

2. Disclosure on the completion of dividend payment.

YES 
A.2 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. 15/15 
A.2.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?

Article 13 of the Charter allows AGM and voting in electronic format.

The 2024 and adhoc 2023 AGM regulations allow shareholders to vote both physically and online. Please see the regulation for 2024 AGM.

1. Charter of PVCFC

2. AGM 2024 regulation

YES
A.2.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?

Article 11 of the Charter allow "A shareholder or a group of shareholders holding at least ten percent (10%) of the total number of ordinary shares have the right to nominate a candidate to the Board of Directors or Board of Supervisors when the Company adds or replaces personnel to the Board of Directors, the Board of Supervisors"
(Clause 3, page 7)

Charter of PVCFC YES
A.2.3 Does the company allow shareholders to elect directors/commissioners individually?

Yes according to both Charter and the AGM documents allow shareholders to elect directors individually

Charter of PVCFC

YES
A.2.4 Does the company disclose the voting procedures used before the start of meeting?

Yes. Voting procedures are informed before the meeting together with the invitation.

1. AGM 2023

2. AGM 2024

YES 
A.2.5 Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded?

APPENDIX 01: DISCUSSION

Q&A Segment: Shareholder Inquiries and Executive Responses (Page 13-15)

Minutes of AGM 2024

YES
A.2.6 Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM?

The company disclosed the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM in Minutes of vote counting and Minutes of AGM

1. Minutes of AGM 2024

2. Minutes of vote counting AGM 2024

YES
A.2.7 Does the company disclose the list of board members who attended the most recent AGM? Members of the Board of Directors (BOD) (7/7):
1/ Mr. Tran Ngoc Nguyen Chairman of Board of Directors (BOD);
2/ Mr.Van Tien Thanh Member of BOD and General Director;
3/ Mr. Nguyen Duc Thuan Member of BOD;
4/ Mr. Nguyen Duc Hanh Member of BOD;
5/ Mr. Le Duc Quang Member of BOD;
6/ Mrs. Do Thi Hoa Independent member of BOD;
7/ Mr. Truong Hong Independent member of BOD.
( Chapter 1, Article 1 - Minutes of the 2024 Annual General Meeting of Shareholders )

Minutes of AGM 2024

YES
A.2.8 Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM?

Members of the Board of Directors (BOD) (7/7):
1/ Mr. Tran Ngoc Nguyen Chairman of Board of Directors (BOD);
2/ Mr.Van Tien Thanh Member of BOD and General Director;
3/ Mr. Nguyen Duc Thuan Member of BOD;
4/ Mr. Nguyen Duc Hanh Member of BOD;
5/ Mr. Le Duc Quang Member of BOD;
6/ Mrs. Do Thi Hoa Independent member of BOD;
7/ Mr. Truong Hong Independent member of BOD.
( Chapter 1, Article 1 - Minutes of the 2024 Annual General Meeting of Shareholders )

Minutes of AGM 2024

YES
A.2.9 Does the company allow voting in absentia?

Article 4 of the Regulation on organization of 2024 AGM allows the absentia to vote.

Documents for the 2024 AGM

YES
A.2.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?

1. Internal regulation of governance:
a, Traditional voting: vote directly at the General Meeting or authorizing another
person to vote remotely (by mail, fax, email);
b) E-voting: shall be performed only in case the convenor of the General Meeting of Shareholders/ collection of shareholders' opinions in writing is applied and notify shareholders of this voting method.
Voting on procedural issues in the organization of the meeting shall be conducted by voting cards (for shareholders attending traditional meeting) and electronic voting (for shareholders attending Online meeting), and shall be approved if there are more than 50% of the total voting shares of the shareholders attending the meeting
( Chapter 2, Article 10, - INTERNAL REGULATIONS OF GOVERNANCE )

2. AGM 2024: provide electronic voting guidance

1. Internal Regulations of Governance

2. Documents for the 2024 AGM

YES 
A.2.11 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? The Company has engaged an independent firm to oversee the electronic vote
counting process. A supervisory team has been formed to ensure the integrity of the vote counting, comprising 01 independent member of the BOD, 01 Supervisor, and 02 shareholders who are not employees of the Company. Details are as follows:
The Vote Counting Committee was nominated by the Chairperson and
subsequently elected by the General Meeting of Shareholders through an electronic voting process, with an approval rate of 99.9679%, and is composed of:
- Mrs. Nguyen Thu Trang - Representative office in HCM: Head of Committee
- Mrs. Tran Thanh Binh - Office of BOD: Member
- Mr. Nguyen Thao Duong Anh - Information Security Assessment Committee:
Member
Vote counting supervisory team supervised the vote counting process:
- Mr. Truong Hong - Independent member of BOD: Team Leader
- Mr. Do Minh Duong - Supervisor: Member
- Mr. Nguyen Khuong Duy (Shareholder code: 15781, Number of shares authorized: 150.000): Member
- Mrs. Dinh Thi Thuy Duong (Shareholder code: 14459, Number of shares owned: 100): Member
Third independent party to confirm the vote counting results: Bvote Vietnam Joint Stock Company. ( Chapter 3, Article 4 - Minutes of the 2024 Annual General Meeting of Shareholders )

1. Minutes of AGM 2024

2. Documents for the 2024 AGM

3. Minutes of vote couting AGM 2024

YES 
A.2.12 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? The 2024 Annual General Meeting of Shareholders of PetroVietnam Ca Mau
Fertilizer Joint Stock Company conducted by combining traditional meeting (in-person) with online participation and Electronic voting was concluded at 12:40 PM on June 11th 2024.
The meeting minutes were announced on June 12, 2024 (one day after the General Meeting of Shareholders took place)

Minutes and resolutions of AGM 2024

YES
A.2.13 Does the company provide at least 21 days notice for all AGMs and EGMs?

Yes, it's required by the charter as minimum.

In fact, the AGM 2024 was notified to the shareholders on 24 April 2024, 47 days before the AGM date (11 June 2024).

Notice of AGM 2024 YES
A.2.14 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? The agenda of the AGM is structured according to the priority of the agenda items which allow the AGM focus their times for more priority item first.

Documents for the 2024 AGM

Implementation of general meeting fo shareholders resolutions in-the first half of 2024

YES
A.2.15 Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage?

Yes, the AGM minutes stated that the chairman asked shareholders to provide opinion about the AGM agenda and seek for approval of agenda.
The Notice of Organization of 2024 AGM noted: For any inquiries regarding the General Meeting agenda or the business-production operations of the Company prior to the convening date, please send emails to ir@pvcfc.com.vn 

1. Minutes and resolutions of AGM 2024

2. Notice of AGM 2024

YES 
A.3 Markets for corporate control should be allowed to function in an efficient and transparent manner 1/1
A.3.1 In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price?

During the reporting period, there is no M&A transactions which required shareholder's approval.

In 2024, the company completed an acquisition of KVF. This transaction is under the authorisation of the Board of Director. The Board hired 4 independent professional firms to conduct due diligent in the field of: legal; financial statements, technical, and financial/tax.

  Y
A.4 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. 1/1
A.4.1 Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings?

Yes, the company encourages the engagement with shareholders in different method. Details are provided at page 210 of the Annual Report 2023. Few are noted below:

1. Disclosed IR contact details for any communication via email, fax, directly via phone number: 0290 3819 000, website: pvcfc.com.vn, investor relations section: https://www.pvcfc.com.vn/quan-he-dau -tu
2. Attend investor forum
3. Provide investor update monthly (see June and May 2024 investor update as an example)

1. Annual Report 2023

2. May investor update

3. June investor update 

YES 
A.5 Shares and voting rights 1/1
A.5.1 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)?

Yes, this is done according to the Enterprise Law and Charter.
The company currently has only one type of stock, common stock.

Charter of PVCFC

YES
A.6 Notice of AGM 5/5
A.6.1 Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution?

Yes, please see the AGM minutes and resolution.

PVCFC shall issue a general resolution and each separate resolution. (approved contents, AGM 2024)

1. Minutes and resolutions of AGM 2023

2. Minutes and resolutions of AGM 2024

3. Approved contents, AGM 2024

YES
A.6.2 Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? PVCFC's notice of the most recent AGM fully translated into English and are published on the same date (12 June 2024) as the local-language version

1. Approved contents, AGM 2024

2. Minutes and resolution of AGM 2024

YES
  Does the notice of AGM/circulars have the following details:      
A.6.3 Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? In the latest Shareholder meetings which contain the election/re-election of directors, profile of the candidate are included in the meeting documents. Please see the EGM documents 2023 for more details. Proposal election of BOD YES
A.6.4 Are the auditors seeking appointment/re-appointment clearly identified? PVCFC's Document for the 2024 annual general meeting of Shareholders stated that: "The Board of Directors decided to select Deloitte Vietnam Co., Ltd. to audit the 2023 financial statements" at Page 31 Document for the 2024 annual general meeting of Shareholders YES 
A.6.5 Were the proxy documents made easily available? PVCFC disclosed the Form of Attorney through PVCFC's Website which is easily accessible for shareholders. The company also provided guidance on how to fill the form in the documents sent to shareholders before AGM Form of Attorney YES
A.7 Insider trading and abusive self-dealing should be prohibited 1/1
A.7.1 Are the directors / commissioners required to report their dealings in company shares within 3 business days? Charter (article 42, clause 8) and Regulation on Information Disclosure (Article 20, Clause 6) stated that:
Within 03 business days as of receiving reports related to securities transactions of insiders and related persons in accordance with this Article, PVCFC shall publish them on the Company's website.

1. Charter of PVCFC

2. Regulation on information disclosure

YES
A.8 Related party transactions by directors and key executives 3/3
A.8.1 Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders?

PVCFC's disclosed in its Annual Report FY 2023, Page 156 as follow:

Audit & Risk Management Committee reported to BOD on: (iv) monitoring transactions with related parties including: evaluating transactions between the company, subsidiaries, other companies where PVCFC holds over 50% of charter capital with BOD members, General Director, executive directors of enterprises and related parties;

Also article 9 (clause 3) of the Audit Committee Charter requires the Committee to review the related party transactions

Article 12 of the Regulations on monitoring conflicts of interest and related person transactions also has this policy

1. Annual Report 2023

2. Charter of PVCFC

3. Regulations on minitoring conflicts of interest and related person transactions

4. Implementation of general meeting fo shareholders resolutions in-the first half of 2024

YES
A.8.2 Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?

PVCFC disclosed the Management of Conflict of Interest in PVCFC's Annual Report FY 2023, Page 225 as follow:

Specifically, at Point c, Article 9.3 of the Regulation on Managing Conflict of Interest and Related Party transactions requires: "Members of BOD with related interests to the parties in contracts and transactions shall not have the right to vote”.

1. Annual report 2023

2. Regulations on minitoring conflicts of interest and related person transactions

YES
A.8.3 Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?

PVCFC disclosed the Management of Conflict of Interest in PVCFC's Annual Report FY 2023, Page 225. 

Also, Article 5 of the Regulation on Managing Conflict of Interest and Related Party transactions requires the related party transactions should be conducted in a fair manner.

And in Artical 16 of Financial management regulations stipulates: It is strictly forbidden to use the Company’s funds to lend to individuals ororganizations for purposes unrelated to the Company’s business activities

1. Annual report 2023

2. Regulations on minitoring conflicts of interest and related person transactions

3. Financial management Regulation

4. Implementation of general meeting fo shareholders resolutions in-the first half of 2024

YES
A.9 Protecting minority shareholders from abusive actions 2/2
A.9.1 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?

PVCFC disclosed the Management of Conflict of Interest in PVCFC's Annual Report FY 2023, Page 225:

The regulations clearly stipulate principles and instructions related to identification, prevention and mechanisms for receiving, processing information, and reporting conflicts of interest that may arise at

PVCFC. These regulations also stipulate instructions on improving management and supervision efficiency, increasing transparency in transactions with related persons at PVCFC; clearly specifying approval authority of the General Meeting of Shareholders and BOD; order, approval procedures, cases of invalid contracts and transactions related to contracts and transactions between PVCFC and related persons.

1. Annual report 2023

2. Regulations on minitoring conflicts of interest and related person transactions

3. Implementation of general meeting fo shareholders resolutions in-the first half of 2024

YES
A.9.2 In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? PVCFC stated in its Regulation on Monitoring Conflicts of Interest and Related Person Transactions, Page 15 as follow:
Members of the Board of Directors who have interests related to the parties in
the contract or transaction do not have the right to vote

1. Regulations on minitoring conflicts of interest and related person transactions

2. Minutes and resolutions of 2023 AGM

YES 
C: Sustainability and Resilience
No. Question Quote Evidence
Response
C Sustainability and Resilience 22/22
C.1 Basic Shareholder Rights 6/6
Material Sustainability-related information should be specified  
C.1.1 Does the company identify/report ESG topics that are material to the organization’s strategy?

Yes. Page 216-219 of the Annual Integrated report disclose the method of determining material sustainability topics and the list of materials topics for sustainability reporting.

Also, page 200 of the Annual Integrated Report disclosed the ESG strategy orientation of the Company

PVCFC's Annual Report 2023 YES
C.1.2 Does the company identify climate change as an issue?

Page 155 of the annual report stated that climate change is a material issues

Page 205 mentions how the company address climate risk

PVCFC's Annual Report 2023
YES
C.1.3 Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? Yes, Page 194 of the Annual Integrated Report mentions that the report is prepared in reference to GRI 2021 Universal Standards, SDG, IFA and FAO guidelines. PVCFC's Annual Report 2023
YES
If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form   
C.1.4 Does the company disclose quantitative sustainability target? Page 236 of the Annual Integrated Report mentioned that by 2025 PVCFC will strive to reduce 5% of energy consumption from the baseline of 2022. PVCFC's Annual Report 2023
YES
C.1.5 Does the company disclose sustainability-related performance progress in relation to its previously set targets? Yes, page 236 of the Annual Integrated Report disclose the progress of the implementation of the Energy Consumption Target. PVCFC's Annual Report 2023
YES
C.1.6 Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee?

Page 206 of the Annual Integrated Report mentioned that the Board "approves information disclosure on sustainable development"

The BOD reviewed and approved the 2023 Sustainability Report (please see the Decision 2688/QD-PVCFC on the approval of the 2023 Sustainability Report)

1. PVCFC's Annual Report 2023

 

2. 2023 Sustainability Report

YES
C.2 Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters 2/2
C.2.1 Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company?

"PVCFC interacts with internal stakeholders (e.g. employees) through various methods such as survey, interview, workshop or online platforms to collect their contributed opinions, feedback, concerns and expectations.". See page 214 of the Annual Integrated Report

PVCFC's Annual Report 2023

YES
C.2.1 Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? "We analyze the input information collected from stakeholders to identify common themes, trends, and priorities. Then, we rely on factors such as the importance of the issue, the impact of the issue on PVCF Candits stakeholders, urgency and feasibility to determine the priority level of the concerns of stakeholders." See page 210-215 of the Annual Integrated Report

PVCFC's Annual Report 2023

YES
C.3 The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks 1/1
Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios   
C.3.1 Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite?

"As a yearly activity, BOD evaluates its capital resources, its capital structure of PVCFC to ensure appropriateness with the company’s long-term business strategy as well as risk appetite identified by the company". See page 155 of the Annual Integrated Report


PVCFC's Annual Report 2023
YES
C.4 The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co- operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises. 7/7
Does the company disclose a policy and practices that address :   
C.4.1 The existence and scope of the company's efforts to address customers' welfare? Farmer/ customer welfare is a sustainable materials topic as defined in the Annual Integrated Report of PVCFC which also includes how PVCFC protect customer rights. Please see page 212-213 and page 247-251; page 256-259 of the Annual Integrated Report PVCFC's Annual Report 2023
 
C.4.2 Supplier/contractor selection procedures?

"Impacts of business and production activities of PVCFC on environmental and social issues not only come from internal activities at the plant. We are fully aware of environmental and social impacts caused by business and production activities and process of material, chemical supply as well as input services for business and production
activities. Therefore, in the process of selection of suppliers, it is required to select suppliers who fully comply with environmental and social regulations. In the following
years, we will step by step work out deeper assessment criteria on environmental and social issues to evaluate suppliers."

In addition, The Board of Directors has committed that PVCFC's evaluation and selection of suppliers always focus on environmental and social factors for long-term development, in accordance with PVCFC's strategic development orientation. These factors include the actual and potential impacts of the suppliers on the environment and society. The selection of suppliers always ensures a harmonious balance between economic, environmental, and social factors (ESG). The Board of Directors has decided that PVCFC selects suppliers who comply with environmental and social legal requirements for sustainable development (ESG).  (please see the Resolution 2407/NQ-PVCFC & page 25 Sustainability Report 2023)

1. Annual report 2023

2. Resolution 2407

3. Sustainability Report 2023

YES 
C.4.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

As a fertilizer manufacturer, PVCFC's business and production activities have environmental and social impacts throughout the value chain. We are aware of the importance of identifying, evaluating and managing the impacts of PVCFC's production and business activities on environmental and social factors throughout PVCFC's value chain. Detailed analysis is provided on page 199 of the AR. Also see page 245 for the sustainable supply chain.

In addition, please see the Resolution 2407/NQ-PVCFC

 

1. Annual report 2023

2. Resolution 2407

 

YES
C.4.4 The company's efforts to interact with the communities in which they operate? PVCFC's approaches to communities: 
"- Co-ordinate with local authorities; 
- Disseminate and raise awareness of environmental safety;
- Promote bilateral exchanges through events"

Please see page 252-255 of the Annual Integrated Report

PVCFC's Annual Report 2023

YES
C.4.5 The company's anti-corruption programmes and procedures?

"PVCFC issued the Code of Business Conduct clearly stipulated in Article 17. Anti-corruption and bribery: "PVFCFC's success is based on the product and service quality, not based on illegal actions or unethical conduct. PVCFC does not tolerate acts of corruption or bribery."

Also see page 223 of the Annual Integrated Report

We also informed the company’s anti-corruption programmes in the Report 1776/BC-PVCFC about the implementation of Resolutions of the 2024 AGM in the first half of 2024.

1. Annual report 2023

2. Code of Business conduct

3. Report 1776/BC-PVCFC

YES
C.4.6 How creditors' rights are safeguarded?

PVCFC respects the legitimate interests of its creditors and commits to ensuring that these legal rights are protected. Depending on the specific situation as well as the requirements and results of negotiations with the creditors, PVCFC commits to using one or more of the following measures to ensure the creditor’s rights:
• Using the PVCFC's assets as collateral to secure the borrowing
• Using mortgage guarantees or other forms as agreed with the creditors.
• Using debt covenant including financial ratios such as Debt/Equity, Interest Coverage Ratio, Current Ratio
• Negotiating with creditors on groups of safeguard measures for assets financed by the creditors, such as purchasing insurance, asset maintenance, etc.
• Periodically reporting on the implementation of guarantee clauses as well as disclosing information about measures to ensure the creditors' rights are upheld.
• Other safeguard measures as agreed with the creditors.
The application of any safeguard measure always ensures a harmonious balance of interests between the creditors and PVCFC, and complies with legal regulations.

See more information at page 35 of the Sustainability Report 2023, page 35 (stakeholder engagement)

1. Resolution 2407

2. Sustainability Report 2023

 

YES
C.4.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? The company disclose its environment and social issues on a separate chapter in their Annual Integrated Report

PVCFC's Annual Report 2023

YES
C.5 Where stakeholder interests are protected by law, stakeholders should have the
opportunity to obtain effective redress for violation of their rights
1/1
C.5.1 Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights?

Yes, please see home page of the investor relation in PVCFC website. Also see page 210-215 of the Annual Integrated Report

The company has also announced the whistleblowing procedures on website.

Please also see page 45 of the Sustainability Report for the reporting channel.

1. PVCFC's Annual Report 2023

2. Whistleblowing procedures

3. Sustainability Report 2023

 

YES 
C.6 Mechanisms for employee participation should be permitted to develop. 3/3
C.6.1 Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees?

Practices & policies disclosed: 
- Occupational health services
- Policy to attract talent & Employee benefits
(Page 239-245 of the Annual Integrated Report)

Please see page 240 of the Annual Integrated Report

PVCFC's Annual Report 2023 YES
C.6.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees? - "Training & coaching policies: the Company builds human resource training and development plans including in-depth management training courses, regular training courses for working skills, foreign language as well as other internal training course for employees" (page 109)
- "The Company has set up talent attraction policies, training personnel according to expert ranks, and internship programs to supplement human resources." (page 206)

Also see page 242-243 for the actual training activities
PVCFC's Annual Report 2023 YES 
C.6.3 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?

- "The salary and bonus policy for employees not only depends on the Company's business results in the year but also based on efficiency/level of job satisfaction, compliance issues with regulations related to ethics and other internal processes."

. PVCFC also reviews other long-term factors such as past performance/compliance assessment results to consider the
salary and bonus. When the Company has profits or profits exceeding the plan, a part is deducted as a reward fund and spent in the following years.

See page 107 of the Annual Integrated Report.

Also, the Board agreed that the evaluation of the Board members should also based on the sustainability criteria

PVCFC's Annual Report 2023 YES 
C.7 Stakeholders including inpidual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. 2/2
C.7.1 Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report

- "The regulation of Whistleblowing were issued according to Decision No. 204/QD-BOD dated October 02, 2023 and published in Vietnamese and English language on the Company's website."
- "PVCFC has established a specialized contact information channel managed by the Legal and Compliance pision for parties in interest to voice concerns and/or complaints about potential violations that can affect their interests. The results, after being preliminarily processed, are sent to the Whistleblowing Council for a final decision. BOD is required to ensure the independence of this Council." (page 223)

The company has also announced the whistleblowing procedures on website


1. Annual report 2023

2. Regulations on Whistleblowing

3. Whistleblowing procedures

YES
C.7.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation?

"The whistleblower policy guarantees confidentiality of anonymous reporting, providing principles and measures to protect whistleblowers who reveal information about deemed illegal, immoral activities from retaliation" (page 223)

See Article 5 of the Whistleblowing Policy

1. Annual report 2023

2. Rgulations on Whistleblowing

YES 
D: Disclosure and Transparency
No. Question Quote Evidence Response
D Disclosure and Transparency     33/33
D.1 Transparent ownership structure     5/5
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?

Yes. Page 155 of the integrated annual report. 

PVCFC's Annual Report 2023 YES
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?

Yes. Page 155 of the integrated annual report. 

PVCFC's Annual Report 2023 YES
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Yes, page 146-147 of the integrated annual report.  PVCFC's Annual Report 2023 YES
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Yes, page 102 of the integrated annual report.  PVCFC's Annual Report 2023 YES
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?

PetroVietnam Ca Mau Fertilizer Joint Stock Company currently has 01 subsidiary, PetroVietnam Packaging Joint Stock Company (PPC).
Ratio of PVCFC holding PPC’s charter capital: 51.03%

Details can be found at page 53 of the annual report

PVCFC's Annual Report 2023 YES
D.2 Quality of Annual Report     6/6
Does the company's annual report disclose the following items:     
D.2.1 Corporate objectives Yes, page 91 of the integrated annual report. 

PVCFC's Annual Report 2023

YES
D.2.2 Financial performance indicators Yes, page 100 of the integrated annual report. 

PVCFC's Annual Report 2023

YES
D.2.3 Non-financial performance indicators Yes, page 197 of the integrated annual report disclose environmental and social indicators

PVCFC's Annual Report 2023

YES
D.2.4 Dividend policy 2024 AGM resolution approved the dividend for 2023 is at 20% (on page 3) and stated projected dividend for 2024 is 10% (on page 4)

Minutes and resolutions of AGM 2024

YES
D.2.5 Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners

PVCFC has disclosed biographical details through corporate website and PVCFC's Annual Report FY 2023, page 54-63

Page 146-147 also state the starting time of the current position for each director

PVCFC's Annual Report 2023

YES
Corporate Governance Confirmation Statement      
D.2.6 Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non- compliance, identify and explain reasons for each such issue?

Page 154 of the Annual report.

PVCFC has 100% complied with corporate governance regulations in accordance with current legal regulations of Vietnam. Also PVCFC commit to fully comply with ACGS 2023

PVCFC's Annual Report 2023

YES
D.3 Remuneration of Members of the Board and Key Executives     4/4
D.3.1 Is there disclosure of the fee structure for non-executive directors/commissioners?

PVCFC has disclosed fee structure, including Salary, remuneration and benefits of each BOD member through PVCFC's Annual Report FY 2023, Page 178 - 179.
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.

PVCFC's Annual Report 2023 YES
D.3.2 Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner?

PVCFC has disclosed details of remuneration, including Salary, remuneration and benefits of each BOD member through PVCFC's Annual Report FY 2023, Page 178 - 179.

PVCFC's Annual Report 2023 YES
D.3.3 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? PVCFC has disclosed fee structure, including Salary, remuneration and benefits of each BOD member through PVCFC's Annual Report FY 2023, Page 178 - 179.
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. 
PVCFC's Annual Report 2023 YES
D.3.4 Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]?

Yes, please see page 178-179 of the annual report. The CEO is also a board member.

PVCFC's Annual Report 2023 YES
D.4 Disclosure of related party transactions (RPT)     2/2
D.4.1 Does the company disclose its policy covering the review and approval of material RPTs? Yes, the company has a separate policy to manage related party transaction. Also in the annual report, the company disclosed how they manage conflict of interest including related party transaction on page 225.

1. Annual report 2023

2. Regulations on minitoring conflicts of interest and related person transactions

YES
D.4.2 Does the company disclose the name, relationship, nature and value for each material RPTs? Page 181-183 of the Annual report discloses the details of related party transactions during the year.

PVCFC's Annual Report 2023 (page 245)

YES
D.4.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? The company disclose its environment and social issues on a separate chapter in their Annual Integrated Report

PVCFC's Annual Report 2023

YES
D.5 Directors and commissioners dealings in shares of the company     1/1
D.5.1 Does the company disclose trading in the company's shares by insiders? PVCFC has disclosed trading in the company's shares by insiders through PVCFC's Annual Report FY 2023, Page 181.
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
PVCFC's Annual Report 2023 NO
D.6 Mechanisms for employee participation should be permitted to develop.     2/2
Where the same audit firm is engaged for both audit and non-audit services       
D.6.1 Are the audit and non-audit fees disclosed?

PVCFC has disclosed the audit and non-audit fees through PVCFC's Annual Report FY 2023, Page 157. 
Audit service fee: 927.8 million VND (VAT included)
Non-audit service fee: 333,7 million VND

PVCFC's Annual Report 2023 YES
D.6.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees?

- "Training & coaching policies: the Company builds human resource training and development plans including in-depth management training courses, regular training courses for working skills, foreign language as well as other internal training course for employees" (page 109)
- "The Company has set up talent attraction policies, training personnel according to expert ranks, and internship programs to supplement human resources." (page 206)

Also see page 242-243 for the actual training activities

PVCFC's Annual Report 2023 YES
D.7 Medium of communications     4/4
  Does the company use the following modes of communication?       
D.7.1 Quarterly reporting The company published it’s quarterly financial report on website


Financial report

YES
D.7.2 Company website

PVCFC has set up company website

Website YES
D.7.3 Analyst's briefing

Yes, the company has disclosed the periodical analysis of Securities Company.

In addition, the company also published its monthly operational update for investors/shareholders

Link

Link

YES
D.7.4 Media briefings /press conferences

Yes, the company has disclosed the periodical analysis of Securities Company.

In addition, the company also published its monthly operational update for investors/shareholders

PVCFC also quoted the media coverage on the company in the website

Link

Link

Link

YES
D.8 Timely filing/release of annual/financial reports     3/3
C.8.1 Are the audited annual financial report / statement released within 120 days from the financial year end? PVCFC has disclosed the audited annual financial report 60 days from the financial year end.
PVCFC's financial year end at 31/12 annually
PVCFC has disclosed its Audited Annual Financial report FY 2023 on 29/02/2024

Audited consolidated financial statements 2023

YES
C.8.2 Is the annual report released within 120 days from the financial year end? PVCFC has disclosed the Annual report within 79 days from the financial year end.
PVCFC's financial year end at 31/12 annually
PVCFC has disclosed its Annual Report FY 2023 on 19/03/2024

https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf

YES
D.8.3 Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company?

PVCFC's BOD has affirmed the true and fairness representation of the annual financial report FY 2023.
The Executive Board of the Company is responsible for preparing  the consolidated financial statements, which give a true and fair view of the consolidated financial position of the Company as at 31 December 2023

Audited consolidated financial statements 2023 

YES
D.9 Company website     6/6
Does the company have a website disclosing up-to-date information on the following:       
D.9.1 Financial statements/reports (latest quarterly)

PVCFC has disclosed the latest quarterly financial report for the 2nd quarter of year 2024

Q2.2024 Consolidated Financial Statements YES
D.9.2 Materials provided in briefings to analysts and media

Yes, the company has disclosed the periodical analysis of Securities Company.

In addition, the company also published its monthly operational update for investors/shareholders

https://www.pvcfc.com.vn/en-US/investor-relations/research-analyst

https://www.pvcfc.com.vn/en-US/investor-relations/other-information-disclosures

YES
D.9.3 Downloadable annual report

PVCFC has disclosed the Downloadable Annual Report FY 2023 through PVCFC's Website

https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf YES
D.9.4 Notice of AGM and/or EGM

PVCFC has disclosed the notice and documents for AGM 2024 separately well before the meeting

PVCFC has disclosed the notice and documents for EGM 2023 separately well before the meeting

  1. Notice of the AGM 2024
    Link
  2. Documents for AGM 2024 Link
  3. EGM 2023 notice
    Link
  4. EGM document 2023
    Link
YES
D.9.5 Minutes of AGM and/or EGM

PVCFC has disclosed the Minutes of AGM 2024 and EGM 2023 through PVCFC's Website

  1. Minutes and Resolution of AGM 2024
    Link
  2. Minutes of EGM2023Link
YES
D.9.6 Company's constitution (company's by-laws, memorandum and articles of association) Company charter is published on website Charter of PVCFC YES
D.10 Investor relations     1/1
D.10.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?

PVCFC has disclosed the contact details for investor relations through PVCFC's Website
Investor Relations
Contact: Do Thanh Hung
02903819000_ext 570 
Mobile: 0913897704
ir@pvcfc.com.vn

This is also disclosed in page 16 and 210 of the Annual Report

Website

Link

YES
E: Responsibilities of the Board
No. Question Quote
Evidence Response
E Responsibilities of the Board 61/63
E.1 Board Duties and Responsibilities 6/6
  Clearly defined board responsibilities and corporate governance policy       
E.1.1 Does the company disclose its corporate governance policy / board charter?

PVCFC has disclosed its Internal Regulation on Governance on PVCFC's Website
PVCFC has also disclosed its Regulation on operation of the board of directors

1. Regulation on operation of the BOD

2. Internal regulations of governance

YES
E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed ?

Yes, It's defined in Article 26 of the Charter.

Also, the company disclose this on page 164-167 of the Annual Report the actual board activities in 2023

1. Charter of PVCFC

2. Annual report 2023

YES
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? PVCFC has disclosed the function of the Board through PVCFC's Annual Report FY 2023, Page 154 - 155
PVCFC has also disclosed the Field of responsibility for each BOD member through PVCFC Annual Report FY 2023, Page 158 - 159
 
PVCFC's Annual Report 2023 YES
  Corporate Vision/Mission       
E.1.4 Does the company have an updated vision and mission statement?

PVCFC has disclosed the updated Vision and mission statement through PVCFC's Annual Report FY 2023, Page 11
Vision: To become the leading company in the region in the field of fertilizer production and trading.
Mission: Contribute to fertilizer supply and food security by pioneering nutritional solutions for plants.

PVCFC's Annual Report 2023

YES
E.1.5 Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?

PVCFC's BOD played a leading role in the process of developing and reviewing the company's strategy every 6 months as disclosed in PVCFC's Annual Report FY 2023, Page 155
BOD has reviewed business and production strategy at least 1 time in every 6 months through BOD meetings.Also, the 3-year board agenda (from 2024-2026) also included strategy review in the relevant board meeting.

PVCFC's Annual Report 2023

YES
E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? BOD members reviewed, monitored and oversee the implementation of the corporate strategy as stated in PVCFC's Annual Report FY 2023, Page 155
To make these effective, before BOD meetings, the Executive Board should need to provide reports on implementation of business strategy approved by BOD and being sent to BOD members for consideration. BOD has also assigned jobs for individuals in charge of reviewing business strategies to report to BOD.

PVCFC's Annual Report 2023

YES
E.2 Board structure 23/24
  Code of Ethics or Conduct      
E.2.1 Are the details of the code of ethics or conduct disclosed? PVCFC's disclosed its Code of Conduct through PVCFC's Website and PVCFC's Annual Report FY 2023, Page 223

1. Code of business conduct

2. Annual report

YES
E.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s?

Yes, it's defined in the CoC.

Also, page 223 of the Annual Report re-emphasize this "The Code provides specific guidance on how to behave as an employee (including members of BOD and Executive Board) of PVCFC when interacting with any related entities"

Code of business conduct YES
E.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?

Article 25 of the Code mentioned that the Board is responsible for supervising the execution of the Code of Conduct. It also defines the role of Executive and middle management in implementing and monitoring the implementation of the code.

Also, PVCFC stated different channels which employees can voice up for any ethical matters. Page 46 of the sustainability report also mentioned that PVCFC create different whistleblowing lines for employees and others to report on non-compliance. The procedures to handle reports is disclosed in the website

Code of business conduct YES
  Nominating Committee       
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? PVCFC's independent directors ratio is only 25% of BOD as disclosed in PVCFC's Annual Report FY 2023, Page 148-149 PVCFC's Annual Report 2023 NO
E.2.5

Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners?

1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

PVCFC's independent directors' term have not exceeded the limit of 9 years or 2 terms of 5 years as documented in PVCFC's Annual Report, Page 146 - 147
The Company charter (Article 25, clause 2) requires each director term should not exceed 5 years. An independent director should not sit in the board in more than 2 consecutive terms. A director should not sit in the board of more than 5 other companies

1. PVCFC's annual report 2023

2. Charter of PVCFC

YES
E.2.6 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? PVCFC has set the limit of 5 Board seats that an individual Independent/non - executive Director/ Commissioner may hold simultaneously through PVCFC's Annual Report FY 2023, Page 149. This is also required by the Enterprise Law

1. PVCFC's annual report 2023

2. Charter of PVCFC

YES
E.2.7 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? PVCFC has no executive directors who serve on more than two boards of listed companies outside of the group as stated in PVCFC's Annual Report FY 2023 (page 148-149)

PVCFC's Annual Report 2023

YES
  Nominating Committee       
E.2.8 Does the company have a Nominating Committee?

PVCFC has publicly disclosed the existence of Human Capital and Compensation Committee (similar to Nominating and Remuneration committee) through PVCFC's Annual Report FY 2023, page 157.

The charter of the Committee can also be found on website

1. PVCFC's annual report 2023

2. Regulation on organization and operation of HRC Committee
YES
E.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners? Annual Report FY 2023, Page 149. The Committee comprises of 2 members who are both independent directors: Mr Truong Hong (chairman) and Ms Hoa (members)

PVCFC's Annual Report 2023

YES
E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner? The Chairman of the HC&C committee is Mr. Truong Hong - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149 PVCFC's Annual Report 2023 YES
E.2.11 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? PVCFC has disclosed the regulation on organization and operation of the HR and Compensation Committee through PVCFC's Website Regulation on organization and operation of HRC Committee YES
E.2.12 Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? PVCFC disclosed the meeting attendance of the HR and Compensation Committee through PVCFC's Annual Report FY 2023, Page 152. During 2023, the Committee met 2 times.

Link

Link

YES
  Remuneration Committee / Compensation Committee       
E.2.13 Does the company have a Remuneration Committee?

PVCFC has publicly disclosed the existence of Human Capital and Compensation Committee (similar to Nominating and Remuneration committee) through PVCFC's Annual Report FY 2023, page 157.

The charter of the Committee can also be found on website

PVCFC's Annual Report 2023

YES
E.2.14 Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners ? The Chairman of the HC&C committee is Mr. Truong Hong - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149

PVCFC's Annual Report 2023

YES
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? Annual Report FY 2023, Page 149. The Committee comprises of 2 independent directors: Mr Truong Hong (chairman) and Ms Hoa (members)

PVCFC's Annual Report 2023

YES
E.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? PVCFC has disclosed the regulation on organization and operation of the HR and Compensation Committee through PVCFC's Website Regulation on organization and operation of HRC Committee YES
E.2.17 Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?

PVCFC disclosed the meeting attendance of the HR and Compensation Committee through PVCFC's Annual Report FY 2023, Page 152. During 2023, the Committee met 2 times.

 - June 30, 2023, (01/BB-QTNS&LT)
 - December 26, 2023 (02/BB-QTNSLT)

 

PVCFC's Annual Report 2023

YES
  Audit Committee       
E.2.18 Does the company have an Audit Committee? PVCFC has publicly disclosed the existence of Audit Committee through PVCFC's Annual Report FY 2023, page 156

PVCFC's Annual Report 2023

YES
E.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? PVCFC disclosed the member of the Audit Committee through PVCFC's Annual Report FY 2023, Page 148 - 149. 
At the reporting date, 100% Audit and Risk Committee are non-executive directors.

PVCFC's Annual Report 2023

YES
E.2.20 Is the chairman of the Audit Committee an independent director/commissioner? The Chairwomen of the Audit committee is Ms. Do Thi Hoa - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149

PVCFC's Annual Report 2023

YES
E.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? PVCFC has disclosed the regulation on organization and operation of the HR and Compensation Committee through PVCFC's Website Regulation on organization and operation of ARM Committee YES
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? PVCFC disclosed the expertise of members of the Audit Committee through PVCFC's Annual Report FY 2023, Page 149.
Ms. Do Thi Hoa - Chairwomen of the Committee - has a Bachelor degree of Industrial Accounting

PVCFC's Annual Report 2023

YES
E.2.23 Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? PVCFC disclosed the meeting attendance of the Audit & Risk Management Committee through PVCFC's Annual Report FY 2023, Page 152. The Committee met 4 times in 2023

PVCFC's Annual Report 2023

YES
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? PVCFC governance structure include Supervisory Board (who reports to Shareholders) and Board's Audit Committee. Page 168 of the Annual report mentions that the Supervisory Board review and recommend the independent auditor for the AGM's approval. This is also mentioned in the Supervisory Board Regulation

PVCFC's Annual Report 2023

YES
E.3 Board Processes 20/20
  Board meetings and attendance       
E.3.1 Are the board of directors meeting scheduled before the start of financial year? The Board has approved the 2023 Operations Plan and the Board Meeting schedule and agenda for 3 years period from 2024-2026. These plan are published on website.

1. The 2023 Operations Plan of BOD

2. The 3 year operations plan of BOD

YES
E.3.2 Does the board of directors/commissioners meet at least six times during the year? PVCFC disclosed the number of meetings during the year of 13 times during the year through PVCFC's Annual Report FY 2023, Page 154 PVCFC's Annual Report 2023 YES
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? PVCFC disclosed the attendance rates of meetings during the fiscal year of 2023. All members attended 100% meeting. Please see detals at PVCFC's Annual Report FY 2023, Page 154 PVCFC's Annual Report 2023
YES
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? Yes. The Article 29, item 8 states "A meeting of the Board of Directors shall be held when it is attended by at
least three fourths (3/4) of the members."
Charter of PVCFC YES
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?

PVCFC disclosed the separated meeting of non-executive directors 1 time during the fiscal year without any executives present through PVCFC's Annual Report FY 2023, Page 154. 

In 2023, the non-executive members of the BOD (without the presence of the General Director) held two separate meetings to discuss issues related to the operational excellence of PVCFC’s management levels and to review the planning of positions under the BOD’s management authority (Meeting minutes No. 05.1/BB-PVCFC-2023 dated April 18th, 2023, and No. 10.1/BB-PVCFC-2023 dated September 26th, 2023).

In the first half of 2024, the non-executive members of the BOD (without the presence of the General Director) held meetings to discuss the following matters: Promoting the enhancement of the BOD's operational efficiency in accordance with best practices and setting the operational direction of the Office of BOD (Meeting minutes No. 03/BB-PVCFC-2023 dated January 29th, 2024, and No. 08.1/BB-PVCFC-2024 dated May 31st, 2024)./.

(Report on corporate governance semiannual 2024, page 6) 

1. PVCFC's annual report 2023

2. Report on corporate governance semiannual 2024

3. Implementation of general meeting of shareholders

YES
  Access to information       
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? As stated in PVCFC's Annual Report FY 2023, Page 154, documents of BOD meetings are sent to members 05 days before the date of organizing meetings and updated before the meetings. PVCFC's Annual Report 2023 YES
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? PVCFC disclosed the significant role of the company secretary in supporting the Board in discharging its responsibilities through PVCFC's Annual Report FY 2023, Page 154
The BOD, with effective support from Corporate Secretary, oversees compliance with regulations and selected corporate governance frameworks.
PVCFC's Annual Report 2023
YES
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? PVCFC's Company secretary received training and programs of updating new regulations on Corporate governance as stated in PVCFC's Annual Report FY 2023, Page 169 PVCFC's Annual Report 2023 YES
  Board Appointments and Re-Election       
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners?

PVCFC has disclosed the criteria for selection of new director in the documents sent to EGM 2023.

It's defined in Article 2.2  of the MEMBERS OF THE BOARD ELECTION REGULATION (Part 2, page 11) 

The Board of Directors assigns the Nomination and Remuneration Committee, to develop the criteria for selecting members of the Board of Directors (please see the Resolution 2407/NQ-PVCFC)

1. Documents of EGM 2024

2. Resolution 2407

 

YES
E.3.10 Did the company describe the process followed in appointing new directors/commissioners? PVCFC described the process of seeking and selecting new directors/commissioners through PVCFC's Annual Report FY 2023, Page 154 - 155. 
Apart from nomination from shareholders/groups of shareholders owning from 10% of capital and up, BOD including independent Directors also seek candidates from their networks as well as discuss with other professional organizations. As a result, Mr. Nguyen Duc Thuan has been nominated by a major shareholder and app
PVCFC's Annual Report 2023
YES
E.3.11

Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years(2) each?

2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

Article 25, item 2 defines terms of director is 5 years and independent director can not sit in the board for more than 2 consecutive terms. Charter of PVCFC YES
  Remuneration Matters       
E.3.12 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? The AGM approved the remuneration of the Board (including executive board members). The Board approved the remuneration of the senior management. Please see AGM minutes 2024.

PVCFC also disclosed the approval of the remuneration of executive directors and/or the senior executives through PVCFC's Annual Report FY 2023, Page 178.
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.
PVCFC's Annual Report 2023 YES
E.3.13 Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? Page 178 of the Annual Report "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."
The BOD assigns the responsibility to the Nomination and Remuneration Committee, to establish an evaluation policy for the members of the BOD and Executive Management. (Please see the Resolution 2407/NQ-PVCFC)

1. PVCFC's annual report 2023

2. Resolution 2407

YES
  Internal Audit       
E.3.14 Does the company have a separate internal audit function? PVCFC has publicly disclosed the existence of Internal Audit Division through PVCFC's Annual Report FY 2023, Page 153 PVCFC's Annual Report 2023
YES
E.3.15 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? The head of internal Audit is identified as Mr. Vu Chi Duong through PVCFC's Annual Report FY 2023, Page 153 PVCFC's Annual Report 2023
YES
E.3.16 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? The responsibility of appointment and removal of the internal auditor requires the approval of the Audit Committee, as stated in PVCFC's Annual Report FY 2023, Page 156. 
Audit & Risk Management Committee bears the responsibilities of proposing organizational structure of Internal Audit Division on appointing, dismissing positions of head of Internal Audit Division and submitted to BOD.
PVCFC's Annual Report 2023 YES
  Risk Oversight       
E.3.17 Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? PVCFC currently applies the Three Lines of Defense Risk Management Framework as disclosed in PVCFC's Annual Report FY 2023, Page 185 - 187
PVCFC has applied “The three lines of defense” to support BOD and the General Director to be responsible for supervision and operation of risk management by identifying factors that can affect missions, vision and strategic goals of the Company
Following operational practices over the past years, PVCFC has reviewed, updated risk management frameworks aligned with the company’s strategic goals in each period. 
PVCFC's Annual Report 2023 YES
E.3.18 Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems?

Page 155 of the annual report mentions the board process on overseeing risk management. It also disclosed it's opinion on risk management: "On a quarterly basis, based on risk management report of the General Director, Internal Audit Division, Audit & Risk Management Committee, BOD evaluates efficiency and appropriateness of risk management and internal control systems to ensure effective control of material risks. Material risks in 2023 under control by BOD included: market risk, input material risk, climate change risk, IT risk (including information security and continuity of operations), production safety risk, etc. On a periodical basis, BOD reviews management of material risks in BOD meetings. It is a belief of  BOD that risk management and internal control systems in 2023 have operated effectively."

PVCFC's Annual Report 2023
YES
E.3.19 Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? PVCFC disclosed key risk that Company is materially exposed to in PVCFC's Annual Report FY 2023, Page 187 and page 155. PVCFC's Annual Report 2023 YES
E.3.20 Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? PVCFC stated that Supervisory Board has evaluated Internal Control, Internal Audit and Risk Management systems and concluded that "The Company's internal control system, internal audit, and risk management has operated effectively and efficiently to ensure compliance and prevent risks and fraud.". See Annual Report Fy 2023, Page 138 (for opinion of Supervisory Board) and page 155 (for opinion of the Board) PVCFC's Annual Report 2023 YES
E.4 People on the Board 5/6
  Board Chairman      
E.4.1 Do different persons assume the roles of chairman and CEO? PVCFC's Chairman is Mr. Tran Ngoc Nguyen whereas General Director is Mr. Van Tien Thanh as stated in PVCFC's Annual Report FY 2023, Page 148. PVCFC's Annual Report 2023 YES
E.4.2 Is the chairman an independent director/commissioner? PVCFC's Chairman - Mr. Tran Ngoc Nguyen, is not an independent director as stated in PVCFC's Annual Report FY 2023, Page 148. Link NO
E.4.3 Is any of the directors a former CEO of the company in the past 2 years? No. The current CEO has been in position for more than 3 years PVCFC's Annual Report 2023 YES
E.4.4 Are the roles and responsibilities of the chairman disclosed? The roles and responsibilities of BOD Chairman are disclosed in PVCFC's Annual Report FY 2023, Page 158
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. 
Supervising and directing overall implementation of activities under authority of BOD including: construction, implementation and supervision of the Company’s development strategies.
PVCFC's Annual Report 2023 YES
  Lead Independent Director       
E.4.5 If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? PVCFC's BOD has appointed Mrs. Do Thi Hoa as lead independent Director in charge of managing independent Directors to enhance independence, avoid abuse of power and prevent potential conflicts of interests, as stated in PVCFC's Annual Report Fy 2023, Page 162 PVCFC's Annual Report 2023 YES
E.4.6 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? Mr Nguyen, Mr Quang who are two non-executive directors have worked for the Company and PVN for many years. See page 148&149 of the Annual Report PVCFC's Annual Report 2023 YES
  Lead Independent Director       
E.5 Board Performance 7/7
  Directors Development       
E.5.1 Does the company have orientation programmes for new directors/commissioners? PVCFC disclosed the orientation programs for new directors through PVCFC's Annual Report FY 2024, Page 169
Each newly-appointed BOD member is entitled to induction training programs with basic contents including: culture, goal, business model, corporate strategic orientation. New members of BOD are entitled to in-depth training programs on corporate governance such as Director Certification Program (DCP)-VIOD. 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.
PVCFC's Annual Report 2023 YES
E.5.2 Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? PVCFC disclosed the orientation programs for new directors through PVCFC's Annual Report FY 2024, Page 169
Each newly-appointed BOD member is entitled to induction training programs with basic contents including: culture, goal, business model, corporate strategic orientation. New members of BOD are entitled to in-depth training programs on corporate governance such as Director Certification Program (DCP)-VIOD. 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.
PVCFC's Annual Report 2023 YES
  CEO/Executive Management Appointments and Performance       
E.5.3 Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?

On January 29 2024, chaired by BOD Chairman, non-executive Directors organized a private meeting to discuss operation related issues of General Director, reviewing the succession plan of key personnel of the Company under management of BOD.

Please see page 154 of the Annual Report

PVCFC's Annual Report 2023 YES
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? On a yearly basis, BOD evaluates work performance of each member of Management and Executive Boards through self-evaluation of each member. See PVCFC's Annual Report FY 2023, Page 178. PVCFC's Annual Report 2023 YES
  Board Appraisal       
E.5.5 Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? PVCFC disclosed the report and assessment of the BOD, Supervisory Board, including performance assessment through PVCFC's Annual Report FY 2023, Page 134 - 137 PVCFC's Annual Report 2023 YES
  Director Appraisal       
E.5.6 Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? PVCFC disclosed the performance valuation of BOD as in PVCFC's Annual Report FY 2023, Page 161
BOD has built evaluation criteria of performance of BOD. Members of BOD carried out an evaluation process and the Secretary summarized the evaluation results. At the BOD meeting in December 2023, BOD has conducted evaluation and agreed on effective performance of BOD in 2023.
PVCFC's Annual Report 2023 YES
  Committee Appraisal       
E.5.7 Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? PVCFC disclosed the performance valuation of Committees as in PVCFC's Annual Report FY 2023, Page 163.
On a yearly basis, BOD approves operational plans of Committees under BOD. The Committees implement their tasks according to the approved plans. At year end, based on the operational performance and task completion level, BOD evaluates performance of the Committees. In 2023, the Audit & Risk Management Committee, Human Capital and Compensation Committee were highly valued for performing well.
PVCFC's Annual Report 2023 YES


Level 2
Bonus Items
No. Question Quote Evidence Response
(B)A.  Rights of shareholders
(B)A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. 1/1
  Clearly defined board responsibilities and corporate governance policy  1/1
(B)A.1.1 Does the company practice real time secure electronic voting in absentia at general meetings of shareholders?

PVCFC stated in its Annual Report FY 2023, Page 145 as follow:

The meeting was held in an online format combined with in-person format and electronic voting (stipulated on the Company’s charter)

The AGM2024 regulation also specify the protocol

1. PVCFC's annual report 2023

2. Documents for the 2024 AGM

YES
(B)B. Equitable treatment of shareholders 1/1
(B)B.1 Notice of AGM 1/1
(B)B.1.1 Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?

PVCFC released its notice of AGM at 26/04 (45 days before the date of the meeting - 11/06)

Notice Organization of the 2024 Annual General Meeting of Shareholders YES
(B)C.  Sustainability and Resilience
7/7
(B)C.1 7/7
(B)C.1.1 Does the company disclose how it manages climate-related risks and opportunities?

PVCFC disclose the climate risk is a materials risks in different places in its Annual Report Fy 2023. Page 205 specifically mention how PVCFC manage climate risks

PVCFC's Annual Report 2023 YES
(GRI G4, IR or SASB)
(B)C.1.2

Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured?

The Company hire Deloitte to audit its sustainability report. The audit report is presented in the Sustainability report

1. PVCFC's Annual Report 2023

2. Sustainable development report 2023

YES
(B)C.1.3 Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns?

PVCFC disclosed its engagement method and channel with stakeholders through PVCFC's Annual Report FY 2023, Page 208 - 215

PVCFC's Annual Report 2023

YES
(GRI G4, IR or SASB)
(B)C.1.4 Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters?

Since 2023, with the sustainable development orientation, PVCFC has established a sustainable development working group, assigning Mr. Nguyen Duc Hanh - non-executive Director the job of building sustainable development strategic orientations and supervising implementation. The working group includes members of the Executive Board and leaders of relevant functional divisions. 
PVCFC disclosed its ESG committee through PVCFC's Annual Report FY 2023, Page 157 & 202

PVCFC's Annual Report 2023
YES
(B)C.1.5 Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? PVCFC stated in its Annual Report FY 2023, Page 162 as follow:
BOD and consulting units have evaluated the effectiveness of corporate governance to improve governance capacity; building corporate governance toward sustainability based on ESG criteria; establishing a working group in charge of building ESG framework and strategy. In March 2023, BOD established the ESG Committee.
PVCFC's Annual Report 2023
YES
(GRI G4, IR or SASB)
(B)C.1.6 Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? The Board has issued a resolutions on the principles to be adopted on the remuneration of the Board and Senior Management. In details:  

• The Remuneration must comply with the provisions of the law as well as the general requirements of the General Meeting of Shareholders
• The Remuneration package must be competitive with reference to the market conditions 
• The majority of the Remuneration for the Board of Directors must be fixed, and only a small portion may be variable
• Board members who take on additional duties (such as being members of Committees, Committee leaders, or Board leaders) need to be compensated for these additional duties
• The Remuneration must take into account both short-term factors (such as revenue and profit during the evaluation period) and long-term factors (such as stock price, long-term profitability, etc.)
• The results of the evaluation of the members of the Board of Directors and the Executive Management team must be an important basis for determining the Remuneration
• The Remuneration needs to take into account sustainability factors such as the achievement of sustainability-related KPIs.
Resolution 2407 YES
(B)C.1.7 Is the company’s Whistle Blowing System managed by independent parties / institutions?

Page 46 of the Sustainability Report indicates that PVCFC creates 3 different channels (hotline, email and mailbox) for reporters to report on any mis-conducts. 

The channels are manged by risk and compliance function which are independent. The whole whistleblowing system is managed by whistleblowing council comprising of board members and representatives from different stakeholders (including employees). The Council is led by Mrs Hoa, an independent director. The Council also independently reviews the investigation results and determine the final treatment on each reported case.

On top of this, the Party inspection Committee, a totally idependent party/organisation, is responsible for overseeing anti-corruption situation of PVCFC

Regulation on whistleblowing
YES
(B)D.  Disclosure and transparency 7/8
(B)D.1 Quality of Annual Report 1/1
(B)D.1.1 Are the audited annual financial report /statement released within 60 days from the financial year end? PVCFC's Financial report was published on 29/02/2024 (59 days after the financial year end) PVCFC's Annual Report 2023
YES
(B)E.  Responsibilities of the Board
(B)E.1 Board Competencies and Diversity 2/2
(B)E.1.1 Does the company have at least one female independent director/commissioner?

PVCFC's BOD include 1 female independent director: Ms Do Thi Hoa, as stated in PVCFC's Annual Report FY 2023, Page 57.

In addition, the Chair of Supervisory Board, Mrs Phan Thi Cam Huong is also female

PVCFC's Annual Report 2023
YES (1 Director)
(B)E.1.2 Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives?

Yes, the company internal regulation stated the policies regarding board diversity. Please see also page 148 of the Annual Report.

The Board also published it's measurable targets as below:
Based on the strategic business direction in the coming years, the BOD has set the following diversity targets to be achieved by 2030:
• The Board of Directors (BOD) shall have a minimum of two independent female BOD members.
• The BOD shall have a minimum of one BOD member with Mergers and Acquisitions (M&A) experience to support the expansion of production and business operations.
• The BOD shall have a minimum of one BOD member with international market experience to meet the needs of expanding production and business operations.
• The BOD shall have a minimum of one BOD member with experience in strategic business planning..

1. PVCFC's annual report 2023

2. Resolution 2407

YES
(B)E.2 Board Structure 2/2
(B)E.2.1 Is the Nominating Committee comprise entirely of independent directors/commissioners? PVCFC disclosed the related information about the HR& compensation committee through PVCFC's Annual Report FY 2023, Page 148-149 PVCFC's Annual Report 2023
YES
(B)E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? PVCFC has disclosed the process of identifying the quality of directors aligned with the company's strategic directions in its REGULATION ON ORGANIZATION AND OPERATION OF OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: 
Based on the Company's strategic orientation, the HRC Committee reviews, evaluates, develops quality criteria and proposes candidates for members of the BOD ensure the compatibility and diversity of the BOD composition.
Regulation on organization and operation of HRC Committee YES
(B)E.3 Board Appointments and Re-Election 1/1
(B)E.3.1 Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? The Board has issued a resolutions on the principles to be adopted when searching for board members which include:
The Board of Directors assigns the Human Resources - Compensation Committee to develop a process for searching and nominating board members based on the following principles:
• The search and nomination of board members must be based on criteria approved by the Board of Directors.
• The search should be conducted through various channels including but not limited to: (i) nominations/recommendations from existing shareholders; (ii) searches through professional recruitment agencies; (iii) searches through professional organizations and  associations such as Institutes of Directors; (iv) internal sources; (v) self-nominations, etc.
•The search and nomination of board members should be widely publicized.
REGULATION ON ORGANIZATION AND OPERATION OF YES
(B)E.4 Board Structure & Composition 0/1
(B)E.4.1 Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? PVCFC's Chairman is not an independent Director as stated in PVCFC's Annual Report FY 2023, Page 55 PVCFC's Annual Report 2023
NO
(B)E.5 Risk Oversight 1/1
(B)E.5.1 Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? PVCFC disclosed in its Annual Report FY 2023, Page 187 as follow:
Network and information security risks: 
The likelihood of cyber-attacks and cybersecurity vulnerabilities can threaten the integrity of intellectual assets and other sensitive information, causing operational disruption as well as affecting the Company’s financial performance and operational results. 
The possibility of Ransomware attack can exfiltrate network data, encrypting server system platforms and files, apps and backup system. 
The possibility of confidential information related to employees, customers or the company’s operation is exposed to unauthorized parties, causing losses in revenue, assets, regulation and other issues.
PVCFC's Annual Report 2023
YES
(B)E.6 Board Performance 1/1
(B)E.6.1 Does the company have a separate board level Risk Committee?

PVCFC currently holding a consolidated Audit and Risk Management Committee as stated in PVCFC's Annual Report FY 2023, Page153.

Also, PVCFC maintains both Supervisory Board (report to General Shareholders) and Audit Committee (under the Board). Both monitor the risk but at different level. This also increase the independence of Audit and Risk Committee

PVCFC's Annual Report 2023
YES


Penalty Items
No. Question Quote Evidence Response
(P)A. Rights of shareholders      
(P)A.1.1 Did the company fail or neglect to offer equal treatment for share repurchases to
all shareholders?
     N
(P)A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.      N
(P)A.2.1 Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders?      N
(P)A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.      N
(P)A.3.1 Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?      N
(P)A.3.2 "Was the Chairman of the Board and the Chairmen of all Board Committees and
the CEO absent from the most recent General Meeting?"
     N
(P)A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.      N
  Did the company fail to disclose the existence of:      N
(P)A.4.1 Shareholders agreement?      N
(P)A.4.2 Voting cap?      N
(P)A.4.3 Multiple voting rights?      N
(P)A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
     N
(P)A.5.1 Is a pyramid ownership structure and/ or cross holding structure apparent?      N
(P)B.  Equitable treatment of shareholders      N
(P)B.1 Insider trading and abusive self-dealing should be prohibited.      N
(P)B.1.1 Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years?      N
(P)B.2 Protecting minority shareholders from abusive action      N
(P)B.2.1 Has there been any cases of non compliance with the laws, rules and regulations pertaining to material related party transactions in the past three years?      N
(P)B.2.2 Were there any RPTs that can be classified as financial assistance (i.e not conducted at arms length) to entities other than wholly-owned subsidiary companies?      N
(P)C.  Role of stakeholders      N
(P)C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.      N
(P)C.1.1 Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues?      N
(P)C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular
basis.
     N
(P)C.2.1 Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events?      N
(P)C.2.2 Is there any evidence that the company is engaging in greenwashing activities?      N
(P)D.  Disclosure and transparency      N
(P)D.1 Sanctions from regulator on financial reports      N
(P)D.1.1 Did the company receive a "qualified opinion" in its external audit report?      N
(P)D.1.2 Did the company receive an "adverse opinion" in its external audit report?      N
(P)D.1.3 Did the company receive a "disclaimer opinion" in its external audit report?      N
(P)D.1.4 Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?      N
(P)E.  Responsibilities of the Board      N
(P)E.1 Compliance with listing rules, regulations and applicable laws      N
(P)E.1.1 Is there any evidence that the company has not complied with any listing rules and regulations apart from disclosure rules over the past year?      N
(P)E.1.2 Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns?      N
(P)E.2 Board structure      N
(P)E.2.1

"Does the Company have any independent directors/commissioners who have served for more than nine years or two terms of five years each (which ever is higher) in the same capacity?

1 The five years term must be required by legislation which pre-existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011"

     N
(P)E.2.2
Did the company fail to correctly identify the description of all their directors as independent, non-executive, and executive?      N
(P)E.2.3 Does the company have any independent directors/non- executive/commissioners who serve on a total of more than five boards of publicly-listed companies?      N
(P)E.3 External Audit      N
(P)E.3.1 Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?      N
(P)E.4 Board structure and composition      N
(P)E.4.1 Has the chairman been the company CEO in the last three years?      N
(P)E.4.2 Do non-executive directors/commissioners receive options, performance shares or bonuses?      N

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