| (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? |
Yes, the Company’s General Meetings of Shareholders in recent years have all adopted electronic voting. Please refer to the Company’s website for information regarding the General Meeting of Shareholders. |
https://www.pvcfc.com.vn/en-US/investor-relations/shareholders-meeting |
YES |
| (B)A.2 |
Equitable treatment of shareholders |
1/1 |
| |
Notice of AGM |
1/1 |
| (B)A.2.1 |
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 26/04/2024 (45 days before the date of the meeting - 11/06/2024) |
Notice Organization of the AGM 2024 |
YES |
| (B)B. |
Sustainability and Resilience
|
7/7 |
| (B)B.1 |
|
7/7 |
| (B)B.1.1 |
Does the company disclose how it manages climate-related risks and opportunities? |
PVCFC identifies climate risk as a material risk at various points throughout the 2024 Annual Report. Page 262 specifically outlines how PVCFC manages climate-related risks.
For more details, please refer to Chapter V - Climate Change - in the 2024 Sustainability Report. |
1. Annual Report 2024
2. Sustainability report 2024
|
YES
(GRI G4, IR or SASB) |
| (B)B.1.2 |
Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured?
|
Please refer to the “Audit/Assurance” section on pages 240-247 of the 2024 Sustainability Report. |
Sustainability report 2024
|
YES
|
| (B)B.1.3 |
Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? |
PVCFC discloses its stakeholder engagement methods and channels in Chapter 2 -Stakeholder Engagement section of the 2024 Sustainability Report. |
Sustainability report 2024
|
YES
|
| (B)B.1.4 |
Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? |
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.
(page 185 Annual report 2024)
|
Annual Report 2024
|
YES |
| (B)B.1.5 |
Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? |
PVCFC stated in Annual Report 2024, Page 234,240 as follow:
- Regular meetings of the Audit and Risk Management Committee also review internal control and risk management activities implemented during the period. Therefore, BOD members can review the Company’s major controls (including operational, financial and compliance controls) and risk management systems, assisting the BOD (Audit and Risk Management Committee) to evaluate the adequacy of the Company’s internal control/risk management that have been established and ensured.
- According to ESG Strategic Orientation - Sustainable Development which was issued as per Decision No. 1696/QD-PVCFC dated June 10, 2024 of the BOD, the Company has standardized risk management system towards integrating ESG risks into the enterprise risk management framework. Initially, the Company has assessed the current status of integrated enterprise risk management system for sustainable development according to COSO and good practices. |
Annual Report 2024
|
YES
|
| (B)B.1.6 |
Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? |
For General Director and members of the Executive Board, remuneration and bonus are taken into account sustainable development factors (To be specific, the 2024 assessment is adhered to the Company’s compliance with legal regulations on environment and society and the effectiveness of implementing ESG - Sustainable Development strategic orientations).
(page 228 Annual report 2024) |
Annual Report 2024 |
YES |
| (B)B.1.7 |
Is the company’s Whistle Blowing System managed by independent parties / institutions? |
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.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.
(page 193 Annual Report 2024)
|
Annual Report 2024
|
YES |
| (B)C. |
Disclosure and transparency |
1/1 |
| (B)C.1 |
Quality of Annual Report |
1/1 |
| (B)C.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 29/02/2025 (59 days after the financial year end) |
Audited consolidated financial statements 2024
|
YES |
| (B)D. |
Responsibilities of the Board |
7/8 |
| (B)D.1 |
Board Competencies and Diversity |
2/2 |
| (B)D.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 Annual Report 2024, Page 68-71.
|
Annual Report 2024
|
YES |
| (B)D.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? |
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.
(page 174-175 Annual report 2024)
|
Annual Report 2024
|
YES |
| (B)D.2 |
Board Structure |
2/2 |
| (B)D.2.1 |
Is the Nominating Committee comprise entirely of independent directors/commissioners? |
PVCFC disclosed the related information about the Human Capital - Remuneration committee through Annual Report 2024, Page 184 |
Annual Report 2024
|
YES |
| (B)D.2.2 |
Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? |
Clause 3, Article 10 of the Regulation on the Organization and Operation of the Human Capital - Remuneration Committee stipulates:
Based on the Company's strategic direction, the Human Capital and Remuneration Committee shall review, evaluate, establish quality criteria, and propose candidates for the Board of Directors, ensuring suitability and diversity within the Board. |
Regulation on organization and operation of HCRC |
YES |
| (B)D.3 |
Board Appointments and Re-Election |
1/1 |
| (B)D.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? |
Clause 4, Article 10 of the Regulation on the Organization and Operation of the Human Capital - Remuneration Committee stipulates:
When there is a need to supplement or replace a member of the Boad of Directors, the Human Capital and Remuneration Committee is responsible for researching, identifying, and building a database of potential Board members/independent Board members from both internal and external sources to propose to the Board of Directors.
|
Regulation on organization and operation of HCRC |
YES |
| (B)D.4 |
Board Structure & Composition |
0/1 |
| (B)D.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. |
|
NO |
| (B)D.5 |
Risk Oversight |
1/1 |
| (B)D.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? |
On Policy:
Page 197: 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.
On Practice:
Page 197: 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.
Page 237: Monthly monitoring by the BOD through the General Director’s update on operating status of the Company’s IT system, risks and important improvements related to safety, network security |
Annual Report 2024
|
YES |
| (B)D.6 |
Board Performance |
1/1 |
| (B)D.6.1 |
Does the company have a separate board level Risk Committee? |
The Company has established an Audit and Risk Management Committee (page 179-180 Annual report 2024)
All members of the Committee are also members of the Board of Directors.
Further details are available in the Committee’s Regulation.
|
1. Annual Report 2024
2. ARMC's Regulation
|
YES
|