PVFCCo ANNUAL REPORT 2023

HUMAN RESOURCES MANAGEMENT

MEMBER LIST OF THE BOD, BOM AND SB

No. Full name Position Number of DPM shares Note
Representative Individual ownership
BOARD OF DIRECTORS
1 Mr. Nguyen Xuan Hoa Chairman of the BOD 92,300,253 - Elected to the BOD on 29 March 2024
2 Mr. Phan Cong Thanh Member of the BOD 62,624,000 - Elected to the BOD on 29 March 2024
3 Mr. Nguyen Ngoc Anh Member of the BOD 39,140,000 - Elected to the BOD on 27 June 2023
4 Mr. Trinh Van Khiem Member of the BOD 39,140,000 -
5 Mr. Ho Quyet Thang Independent member of the BOD - - Elected to the BOD on 27 June 2023
6 Mr. Louis T Nguyen Independent member of the BOD - - resigned on 27 June 2023
7 Mr. Hoang Trong Dung Chairman of the BOD - - resigned as Chairman and Member of the BOD on 27 October 2023 and 29 March 2024 respectively
8 Mr. Duong Tri Hoi Member of the BOD - - resigned on 29 March 2024
BOARD OF MANAGEMENT
1 Mr. Phan Cong Thanh President and CEO - - appointed on 25 January 2024
2 Ms. Tran Thi Phuong Thao Vice President - 33,700
3 Mr. Cao Trung Kien Vice President - -
4 Mr. Dao Van Ngoc Vice President - -
5 Mr. Ta Quang Huy Vice President - -
6 Mr. Le Van Quoc Viet Vice President - - retired from 1 June 2023
7 Mr. Le Cu Tan President and CEO - - resigned on 27 October 2023
8 Ms. Le Thi Thu Huong Vice President - - resigned on 15 August 2023
SUPERVISORY BOARD
1 Mr. Huynh Kim Nhan Chief Supervisor - -
2 Ms. Tran Thi Phuong Member of the SB - - elected to the SB on 27 June 2023
3 Mr. Luong Phuong Member of the SB - - re-elected to the SB on 27 June 2023
4 Mr. Le Vinh Van Member of the SB - - resigned on 27 June 2023
Chief Accountant
1 Mr. Vo Ngoc Phuong Chief Accountant - -

CHANGES IN THE BOD, SB AND BOM

In 2023 and in the first quarter of 2024, the Corporation has had some changes in members of BOD, SB and BOM as follows:

  • BOD member whose term has ended: Mr. Le Cu Tan
  • BOD members resigned: Mr. Louis T. Nguyen, Mr. Hoang Trong Dung and Mr. Duong Tri Hoi
  • Newly elected BOD members: Mr. Nguyen Ngoc Anh, Mr. Ho Quyet Thang, Mr. Nguyen Xuan Hoa, and Mr. Phan Cong Thanh
  • SB members whose term has ended: Mr. Le Vinh Van and Mr. Luong Phuong
  • Newly elected SB members: Ms. Tran Thi Phuong and Mr. Luong Phuong
  • President and CEO resigned: Mr. Le Cu Tan
  • Newly appointed President and CEO: Mr. Phan Cong Thanh
  • Vice President retired: Mr. Le Van Quoc Viet
  • Vice President resigned: Ms. Le Thi Thu Huong

HUMAN RESOURCE REPORT IN 2023

The Corporation’s entire workforce, as of 31 December 2023 (including the parent firm and its subsidiaries) is:

1,545

individuals

an increase of 25 people over 2022

in which 374 of whom are female

Labor policy

IN ITS JOURNEY OF GROWTH, PVFCCo CONSISTENTLY ACKNOWLEDGES THAT PEOPLE ARE THE FOUNDATION AND VALUABLE ASSETS OF EVERY ENTERPRISE. BUSINESS FLOURISHES ONLY WHEN EACH INDIVIDUAL AND TEAM ARE ACCOMPANIED, SUPPORTED TO EXCEL, AND ENCOURAGED FOR SELF-DEVELOPMENT.

The Corporation has established, promulgated, and implemented a wage scale and table with the goal of paying salaries comparable with the market, in compliance with applicable law and the current state of production and business. As a result, the Corporation has completed and implemented a 3P system for evaluating job performance (KPIs) and compensating employees based on the findings of capacity assessments and individual work performance.

The Corporation administers Social Insurance, Health Insurance, Unemployment Insurance, and Occupational Accident and Disease Insurance for its employees in complete compliance with the rules of the Social Insurance Law and other Government regulations. In addition to this, the Corporation offers the following insurance programs: Health Care Insurance for employees, Voluntary pension insurance, Accident insurance for employees who travel overseas on business, and Life Insurance for employees, depending on the Corporation’s production and business performance.

Additionally, the Corporation has issued an employment policy that maintains and enforces welfare policies for all employees, as well as a number of preferred policies for competent and loyal employees at the management level and above, which include Salary, bonus, training, study, rest, housing, and other welfare arrangements.

Training and development of human resources always play a very important role in production, business, and sustainable development, and the Corporation has accordingly paid attention to and developed mechanisms, policies, and regulations for scientific training which encourages staff and employees to improve their professional qualifications, including external training services and internal training.

SHARES AND SHAREHOLDERS STRUCTURE

SHARES
Total number of shares of the Corporation

391,400

shares

all of which are common shares.

Outstanding shares

As end of 2023, the total number of outstanding shares of the Corporation is

391,334,260

shares

(excluding 65,740 treasury shares)

CHANGE IN OWNER’S EQUITY

In 2023, the Corporation had no change in owner’s equity.

TREASURY SHARES
As start of 2023, the total number of treasury shares is

65,740

shares

In 2023, there were no transaction during the year.

As at 31 December 2023, it remained at

65,740

shares

NUMBER OF SHARES AND SHAREHOLDERS

Based on the shareholder listing in the Vietnam Securities Depository, as at 28 February 2024,

there was a total of

391,334,260

shares

owned by 18,463 shareholders

SHAREHOLDERS STRUCTURE

Domestic shareholders

Detailed information on domestic shareholder structure:

Shareholders Quantity Number of shares Proportion of outstanding shares
Legal entities 84 264,202,124 67.51%
Individuals 17,859 92,446,237 23.63%
Total 17,943 356,648,361 91.14%

Detailed information on major domestic shareholders:

No. Shareholders’ name and address Main business lines Number of shares held Proportion of outstanding shares
1.

Vietnam Oil and Gas Group

Address: 18 Lang Ha Street, Ba Dinh District, Hanoi.

State-Owned Corporation

Website: www.pvn.vn

Discover, develop, process, store and transport oil, gas and other related services locally in Vietnam as well as internationally. Supply material and equipment for oil and gas industry. Distribute and trade oil, gas and petrochemical products;

Invest in production and trading of electricity, biofuel and renewable energy;

Ancillary businesses pertaining to oil, gas and energy industries.

233,204,253

59.59%

Foreign shareholders

Detailed information on foreign shareholder structure:

Shareholders Quantity Number of shares Proportion of outstanding shares
Legal entities 65 33,517,532 8.56%
Individuals 455 1,168,367 0.30%
Total 520 34,685,899 8.86%

Detailed information on major foreign shareholders: None

CORPORATE GOVERNANCE REPORT

In accordance with the Enterprise Law 2020, PVFCCo applied a corporate governance model that includes a General Meeting of Shareholders, a Supervisory Board, and a Board of Management. Corporate governance complied with and met the requirements of Decree No.155/2021/ND-CP, dated 31/12/2020, issued by the Government.

All internal operations, supervision, and auditing were covered by the corporate governance practices. The financial statements were prepared in accordance with the law, reflecting accurately and honestly the production and business activities of the Corporation, and they were audited by renowned external auditors approved by the Ministry of Finance.

Members of the BOD, SB, and BOM are capable and qualified, and their services are free of conflicts of interest. They have performed their roles and duties effectively, contributing to help the Corporation to fulfill its annual production and business plan. The Corporation is constantly working to improve its governance management, heading towards successfully applying upstanding practices such as: improving the BOD’s governance efficiency, improving the supervision of the SB, implementing supportive solutions in management and administration of production and business: ERP, ISO, KPI management and performance evaluation systems, etc.

BOARD OF DIRECTORS

Structure of the BOD

The Board of Directors in 2023 was elected by the General Meeting of Shareholders, including five members. (The details of member of the BOD are presented in “PVFCCo Management”, pages 24-25). There is no subcommittee under BOD. The activities within BOD’s authority were specifically assigned to full-time members in charge of each field for inspection and verification so that the BOD could make decisions while supervising, directing, and urging the Corporation to implement the provided resolutions and executive decisions depending on assigned fields.

Activities of the BOD in 2023

As the highest management body, the BOD represents the interests of shareholders. In 2023, the current BOD had 5 incumbent members (1 independent member) who actively fulfilled their roles and responsibilities in compliance with good corporate governance standards.

In 2023, the BOD held 7 periodical meetings, in which they solicited written opinions from their members 75 times. Resulting from these requests, 89 resolutions, key executive decisions and many directional documents on critical matters were approved as follows:

Strategic plan

  • Approved and monitored the implementation of the 2023 production and business plan, adjusted a number of 2023 plan targets;
  • Approved production and business plan for 2024;
  • The BOD developed and reviewed the Corporation development strategy, approved the production and business plan for the 2021-2025 period.

Organization– human resources

  • Continued to oversee of the reorganization of the parent company’s and subsidiaries’ management system, as well as the improvement of salary policies;
  • Approved the workforce plan; Appointed and re-appointed personnel of the BOM and submitted to General Meeting of Shareholders for personnel of BOD and SB.
  • Established BOD Office, re-organized an Internal Audit Division.

Corporate governance, risk management and internal audit

  • Approving and implementing internal audit plans; monitoring activities of branch companies; directing the review and completion of the internal document system and the risk management system;

Investment and implementation of projects

  • Directed and completed verification of settlement report on completed project as for the projects of investing and upgrading capacity of NH3 Factory of Phu My Fertilizer Plant and building NPK Chemical Technology Fertilizer Plant.

Issued and amended regulations

  • Submitted the GMS for approval on the Corporation’s Charter, Internal Regulations on corporate governance, Operating Regulations of the BOD; released Regulations on Energy Efficiency of the Corporation; modified Compensation and Benefit Scheme for managers at the Corporation.

Restructuring

  • The overall restructuring of the Corporation and its subsidiaries was implemented.

Investor relations

  • Successfully held the Annual General Meeting of Shareholders (in June 2023). The event was directed the IR department in order to actively implement online contact and information exchange activities to ensure continuous and full disclosure of information on performance to shareholders and investors.

Selection of an independent auditor

  • The BOD coordinated with the SB to select an external audit firm for the financial statements audit as authorized by the General Meeting of Shareholders.

Apart from the periodic and extraordinary sessions, the BOD held regular weekly and monthly work briefings to inspect and evaluate its performance and oversee the BOM’s compliance with BOD’s resolutions and executive decisions in the production and business activities of the Corporation.

Training to improve BOD’s corporate governance knowledge

At the time of their election or appointment, all members of the Board of Directors have expertise and training in Corporate Governance.

Implementation of corporate governance regulations

PVFCCo complied with all the legal governance regulations of a listed company:

  • To assure an appropriate proportion of non-executive members to independent members of the Board of Directors.
  • To hold Annual General Meeting of Shareholders in full compliance with provisions of laws on business and regulations of management for publicly listed companies. To organize meetings and pass the resolutions of the BOD according to the Charter of the Corporation and the law on enterprises.
  • To discharge all periodic and extraordinary information disclosure obligations for publicly listed companies in a timely and transparent manner.
  • To prepare annual report and reports for submission to the General Meeting of Shareholders with full content and information on financial and production management, administration and supervision of the Corporation.
  • The Board of Directors has formulated and promulgated the Regulations on Internal governance, Operational regulation of the BOD, and Regulations on the evaluation of the level of accomplishment of tasks.
  • On improving corporate governance capacity in accordance with regional and international governance standards: To conduct/participate in training courses for members of the BOM/ SB/BOD.

REPORT ON THE ACTIVITIES OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS

Non-executive and independent members of the BOD’s activities

Mr. Louis T. Nguyen and Mr. Ho Quyet Thang have served as non-executive independent members of the BOD, have attended or authorized to attend all meetings and given independent opinions and voted on issues decided by BOD; participated in supervising and directing the activities of BOM as assigned by BOD from their appointment until dismissal.

Comments from the independent members of the BOD on the governance/management of PVFCCo in 2023

  • The Board of Directors and the Board of Management implemented their roles and duties in accordance with the laws on corporate governance, the Corporation charter and the executive decisions of the General Meeting of Shareholders and the BOD. The BOD and BOM’s members performed their duties and fully complied with the responsibilities and authorities assigned, as stipulated to protect the interests of all shareholders. The results were reflected in the production and business plans and targets that PVFCCo completed and exceeded in 2023.
  • To approach and adhere to as closely as possible to the advanced corporate governance standards, the BOD was aware of and promoted the review and improvement of activities in the direction of enhancing the effectiveness of the management and supervision system while building up a strong and appropriate hierarchy to reduce its participation in executive activities. In 2023, the Corporation actively coordinated with professional consulting units to implement a restructuring program which would streamline the system while updating and perfecting the medium and longterm development strategy according to the orientation approved by the GMS.
  • The independent members of the BOD have actively connected with the Management and functional divisions to continue communication to investors about the values and advantages of the Corporation and the efforts of the BOM, BOD to improve governance and ensure the interests of shareholders, as well as bringing contributions and ideas from investors to the Board of Directors on guidelines, development strategies, or directions on finding strategic investors. Based on the newly updated medium and long-term development strategy, the independent members have been assisting the Management in finding opportunities and potential partners in the production, distribution, marketing and sales of chemicals and sustainable fertilizer products. Among other companies which have changed from being wholly state-owned enterprises, the Corporation has demonstrated solid governance foundations.

SUPERVISORY BOARD REPORT

Income statement of PVFCCo and report on performance of the BOD and the President and CEO

Corporation’s production results

Production output

Phu My urea: 815,548 tons, achieving 104% of the plan, a decrease of 11% compared to 2022.
Phu My NPK: 121,135 tons, achieving 101% of the plan, a decrease of 23% compared to 2022.

Sales volume

Phu My urea: 878,734 tons, achieving 106% of the plan, an increase of 11% compared to 2022.
Phu My NPK: 137,761 tons, achieving 106% of the plan, an increase of 7% compared to 2022.

Consolidated revenue

VND 14.038 billion, achieving 107% of the plan, a decrease of 26% compared to 2022.

Profit before tax

VND 691 billion, achieving 113% of the plan, a decrease of 90% compared to 2022.

Implementation of investment projects

The BOD is considering approving the NH3-NPK project capital settlement. We’ve finalized the Business Cooperation Contract with PVChem for the Hydrogen Peroxide (H2O2) production plant project, currently under review. The construction of a 20,000-ton finished product warehouse at the Phu My Fertilizer Plant is completed. We’re completing the investment efficiency assessment for the H3PO4 acid tank project and the feasibility report for the EU dust washing water tank construction at the NPK Plant. Other investment projects are progressing.

Regarding restructuring and completion of the governance and administration

We will expedite the construction of the overall organizational restructuring model for the Corporation’s 2020-2025 phase. This involves establishing the new Center of Research and Application Branch, the Digital Transformation Project Steering Committee, and restructuring the BOD Office into a General Affairs Committee. We’ll maintain the operational model of the four regional companies, review the internal regulatory document system, suspend restructuring phases 2 and 3 as proposed, and retain the headquarters at 43 Mac Dinh Chi while allocating workspace for 2 Committees within the Phu My Fertilizer Plant compound. We’ve updated and reported the plan to increase the charter capital for the 2023-2025 period to the relevant authorities.

Operational and financial supervisory activities

  • The Corporation’s financial situation is sound, with consolidated revenue exceeding targets. Selling and administrative expenses are down by 12%, equivalent to VND 183 billion compared to 2022. Consolidated profit before tax and profit after tax exceed the annual plan by 13% and 14%, respectively. As of 31 December 2023, consolidated total assets stand at VND 13,309 billion, a 25% decrease from the beginning of the year (13,309/17,699).
  • Profitability ratios decreased compare to 2022, to be specific, ROA, ROE and ROS reached 3.98%, 4.59% and 4.92%, respectively. Short-term liquidity was ensured at 6.5 times.
  • In 2023, the Corporation fully settled all principal and interest debts of the NH3-NPK project, reducing payable debts by 48% or VND 1,917 billion. Receivable debts increased by 25.16%, or VND 174 billion. The parent company strategically managed and invested idle cash in term deposits, generating VND 439 billion in interest income. Capital preservation coefficient was > 1; therefore, the Corporation can preserve and develop its owners’ equity.

SB and Member of the SB self-assessment report

  • The SB successfully conducted regular and scheduled monitoring and oversight of the Corporation’s operations, in accordance with the approved plan from the 2023 Annual General Meeting of Shareholders. Additionally, it coordinated inspections of business and production activities for 2022, as well as the first 6 and 9 months of 2023, across subsidiary companies and affiliated units.
  • The SB conducted regular and systematic monitoring, providing feedback, advice, warnings, and recommendations on management and operational matters within the Corporation and its subsidiaries.
  • Members of the SB have diligently addressed tasks independently, proposing solutions within their purview. They’ve actively attended BOD and BOM meetings, successfully fulfilling assigned duties while adhering to legal and corporate regulations.

Remuneration, operating expenses and other benefits of the SB and members

  • Salary, bonus and remuneration of members were setup and complied with the Decree No. 53/2016/NDCP and the Resolution approved by the 2023 Annual General Meeting of Shareholders.
  • The operating expenses of the SB and each of its members include: Stationery costs, equipment, phone charges, internet charges, business trip expenses and expenses for receiving guests and meetings, were accounted as business expenses in accordance with the laws on corporate income tax and recorded as a separate section in the Corporation’s 2023 financial statements.

Summary of the meetings of the SB, conclusions and recommendations, results of supervision of the Corporation’s operation and financial

The SB held six regular meetings to discuss task assignments, review financial statements, and approve monitoring and salary assessment reports. They also recommended the urgent completion of appointments for the Chairman and the President and CEO to ensure continuous and stable operations in accordance with legal requirements.

The report assesses transactions between the Corporation and its subsidiaries, where the Corporation holds a controlling ownership stake of fifty percent (50%) or more. It includes evaluations of transactions involving members of the Board of Directors, the President and CEO, other executives, and related parties of these subsidiaries. Additionally, it examines transactions between the Corporation and its subsidiaries, involving individuals who have served as founders or business managers within the three years preceding the transaction

The transactions between the Corporation and its subsidiaries, where the Corporation holds controlling ownership of fifty percent (50%) or more of the charter capital, involve members of the BOD, the President and CEO, other executives, and related parties.

In 2023, the Corporation has related transactions as follows:

  • The Corporation engages in buying and selling fertilizer and chemical products with four subsidiary companies, where it holds controlling stakes exceeding 50%. These transactions, conducted through contracts establishing distribution networks, adhere to regulations and the Corporation’s Charter, safeguarding shareholder interests.
  • Transactions with related companies of major shareholders, owning over 10% stakes, include trademark usage transfers with PVN; gas purchases with PetroVietnam Gas Joint Stock Corporation, PetroVietnam Gas South East Transmission Company and PVGas; chemical purchases such as UFC85 and NH3 with Ca Mau Petroleum Fertilizer Joint Stock Company; asset mortgage contracts for the NH3-NPK project with PVCombank; and a Build-Contract-Commission (BCC) agreement with PVChem for the hydrogen peroxide H2O2 production plant project.

These transactions have been approved by the BOD and reported in the BOD operational report submitted to the GMS.

There were no transactions between the Corporation and its subsidiaries involving Board of Directors members who had served as founders or business managers within the three years preceding the transactions

Result of supervision to the BOD, President and CEO and other Managers

  • The BOD has implemented the contents approved by the GMS, ensuring continuous operation of the Corporation.
  • The BOD oversees specific areas, reviews matters within its jurisdiction, makes decisions, supervises, directs, and ensures the Corporation implements BOD’s resolutions and executive decisions, organizing regular meetings.
  • The BOD operates with a sense of responsibility and transparency in its governance practices.
  • The BOM efficiently executes resolutions from the General Meeting of Shareholders, makes prompt and flexible operational decisions, and exceeds production and business plan targets for 2023.

Assessment on the coordination between SB and BOD, President and CEO and shareholders

The SB has received strong collaboration from the BOD and the President and CEO in fulfilling its duties. They have facilitated favorable conditions for the SB to effectively oversee the Corporation’s management and operations, including inspections at branches and subsidiaries to enhance compliance and management effectiveness.

Assessment result of the Corporation’s reports

Assessment result of Business Performance Report

The SB has thoroughly examined the manufacturing and business performance report presented in the Business Performance Report submitted to GMS. It confirms that the Corporation has largely met the 2023 business targets set by the General Meeting of Shareholders. The report accurately portrays the Corporation’s manufacturing and business operations.

Assessment result of the BOD’s performance report

The SB has reviewed and verified the information and figures presented in the BOD’s performance report submitted to GMS and has assessed that the report has been prepared in compliance with the Law on Enterprise, the Law on Security and the Corporation’s Charter as well as reflecting fairly the operation of BOD.

Verification result of financial statements for 2023

Based on the separate and consolidated financial statements for the fiscal year from 1 January 2023 to 31 December 2023 issued by the Corporation and the figures provided by the Corporation, after consideration and verifying, the SB assessed that

  • The financial statements have reflected the financial position and business results of the Corporation. The preparation and presentation of the financial statements have complied with the regulations of Corporate Accounting Standards and Regimes.
  • The Corporation has prepared and submitted the financial statements in accordance with regulations and periodically disclosed information to State Securities Commission and Stock Exchange according to prescribed deadlines.
  • The SB agreed with the separate financial statements and consolidated financial statements for the fiscal year from 1 January 2023 to 31 December 2023, which were audited by Deloitte Vietnam and signed the audit report on 8 March 2024.

INVESTOR RELATIONS REPORT

PVFCCo’S ESG PERFORMANCE (VNSI 2023) ON HOSE’S GOVERNANCE CRITERIA: SHAREHOLDER RIGHTS (56%); STAKEHOLDER ENGAGEMENT (83%); TRANSPARENCY (89%); BOD’S RESPONSIBILITY (50%); CONTROLLED ENVIRONMENT (50%).

Objectives

Strengthened transparent and timely information disclosure; Ensuring equal treatment and safeguarding shareholder rights to enhance corporate governance quality and adherence to sustainable development standards.

  • Committed to consistently implementing principles in shareholder relation activities, ensuring compliance with regulations on information disclosure for listed companies, based on transparency and access to information in a fair manner.
  • Had a focal point of implementing investor relation activities to ensure that the information disclosed to the outside was consistent, approved, directed and supervised from the highest level of leadership in the Corporation.
  • Ensured that all shareholders had fair and favorable access to information through various forms of communication (direct, indirect, intermediary organizations etc.).

In 2023, the IR department implemented the following main activities

  • Meetings with shareholders: and participated in 25 meeting events, interacting with over 500 investors and shareholders periodically and on request. Quarterly, the IR department held online and in-person meetings with representatives of domestic and foreign investment funds and analysts from major brokerage organizations in the market place to update information on business results and respond to investors about issues of their interest.
  • Safeguarding shareholder rights and ensuring equitable treatment for all shareholders: The IR department supports the Management in conscientiously safeguarding shareholder rights in accordance with the principles and regulations outlined in the Corporation’s Charter and Vietnamese law.
  • Executed regular and ad-hoc information disclosures, along with specialized communication materials tailored for shareholders and investors: Investor newsletters issued biannually and Annual Reports, quarterly meetings to update and address inquiries regarding regular operations through both in-person and online meetings with investors and brokerage firms domestically and internationally.
  • Organized the 2023 Annual General Meeting of Shareholders according to regulations: IR department actively implemented coordination and connection to ensure timely provision of information to shareholders before, during and after meetings in accordance with regulations and support procedures related to the full implementation of shareholders’ rights at meetings.

In 2024, following the foundation and orientations on Investor Relations activities, under the direction and support of the Corporation’s Board of Directors, the IR segment will continue to be consolidated and deployed in order to connect with the strategic goals of the Corporation with the goal of constantly improving the quality of corporate governances; transparency in information disclosure in all fields; ensuring compliance with regulations and principles of fair treatment of shareholders; heading to stable, sustainable development and constantly adding value to Vietnamese society, shareholders, partners and employees.

REPORT ON IDENTIFICATION AND RISK MANAGEMENT

To effectively oversee and minimize risks, ensuring the secure operation of business activities and investments in 2023, PVFCCo has pinpointed critical risk categories and executed efficient risk management measures to meet its goals.

  • Ensured the safe operation of Phu My Fertilizer Plant in the context of equipment degradation, highly fluctuating raw material costs and increasingly fierce competition in the consumption market.
  • PVFCCo continued its diversification into new products while still developing its traditional products to affirm the leading position in fertilizer production and trading in the domestic market.
  • Operated new investment projects with new products, deployed and traded fertilizer and chemical products manufactured by PVFCCo, in order to fulfill its long-term strategic objectives.

To realize the above-mentioned goals for the sustainable development and best protection of shareholders’ interests while fulfilling social responsibilities in 2023, PVFCCo successfully managed the following key risk groups:

MARKET RISK

Oversupply risk

The expanding landscape of Vietnam’s economy, while yielding positive outcomes, exerts profound influence on PVFCCo’s business endeavors. This influence is particularly felt amidst the escalating competition within the global and domestic fertilizer markets. Facing this challenge, PVFCCo has focused on consolidating and adjusting the domestic distribution system, enhancing customer care in order to develop genuinely in order to create a sustainable relationship between the parent company and the member companies and an agent system covering all regions of Vietnam, dispatching goods to key consumption areas to dominate the agriculture market, while maintaining a competitive advantage over competitors in the same industry, and maintaining the brand name. This is a strategic and long-term plan to help the Corporation develop a stable, solid and long-term sales system.

Input material prices risk

The primary raw material, namely gas prices, has experienced significant and consistent increases from 2022 to the present. This volatility has affected the PVFCCo’s production costs. The global oil price has fluctuated considerably over the recent years. PVFCCo’s profitability is highly dependent on variations in the cost of raw materials used in the manufacture of its fertilizer.

The Corporation has managed the price risk of oil and gas through short-term arbitrage and actions. Based on pricing scenarios, the Corporation proactively implemented flexible planning and budgeting. This provided the Corporation with control over unforeseen changes as business conditions varied. At the same time, PVFCCo negotiated with suppliers to achieve the suitable price path for production.

Commodity price risk

Since entering into a series of Free Trade Agreements, changes in global fertilizer prices have also immediately impacted domestic prices as the local products are direct competing with imported fertilizers and unregistered parallel imports from neighboring countries.

PVFCCo, as a manufacturer and trader of fertilizer, has balanced the risks and opportunities to decide to sell its products at a competitive price compared to the market price in order to maintain market share and competitive advantages.

Liquidity risk

PVFCCo has developed sales and credit guidelines that conformed to the needs of the local market. These guidelines are systematically implemented, controlled and administered from top down starting with the Corporation and extending to its subsidiaries. Credit terms are specific to each customer for every product group. The terms of credit are given after a financial assessment of the buyer, based on credit ratings and customer repayment ability. The general liquidity plan and specific inventory levels, along with accounts receivable, serve as meticulously monitored tools throughout the implementation of business operations.

Product development risk

PVFCCo has continued to promote its research and development activities to innovate and improve products, creating more high-quality products to meet product requirements for farmers as well as lead the market into the high quality product segment. Newly introduced products undergoing trial phases pose inherent risks upon entering the market.

Implementing the flexible and synchronous solutions to respond to the influences of market risk, in a timely and effective manner, ensuring the risk management plan:

  • In order to support sales, PVFCCo has focused on distribution management and developed communication and branding strategies. These efforts have supported our competitive advantage and maintained profitability and the positioning of Phu My fertilizer in the domestic market.
  • PVFCCo has developed communication channels with member companies and agents for capturing reliable just-in-time information to help manage changing markets affecting the industry.
  • Reevaluating product pricing, enhancing marketing strategies, and exploring new online sales channels are vital steps to expand customer reach and business scale, ultimately boosting sales and reducing inventory.
  • Researching and formulating rational risk management policies aim to mitigate the impact of price fluctuations on business operations.
  • The management of the distribution system continues to be reinforced and refined with the objective of developing a sustainable and seamless distribution network.
  • Much importance has been placed on this restructuring. PVFCCo has capitalized on its strengths and utilized resources in the most efficient way, improving its competitive advantage for the days ahead.
  • In addition to market-based risk response solutions, PVFCCo has prepared a long-term market growth strategy.

RISKS IN THE PRODUCTION ACTIVITIES

PVFCCo has continuously operated the Plant safely and achieved impressive records. However, the plant has been continuously operated for 20 years, thus, there potential risks remain. Therefore, risk management activities in the following years would focus on:

  • Risk of fire and incidents at the plant disrupting production activities.
  • Managing product quality.
  • Managing and resolving production problems.
  • Enhancing application in technological advancement and initiative promotion.
  • Researching and developing new products.
  • Information security risks.
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FINANCIAL RISKS

Risk of oil price increase

Ongoing conflicts between Russia and Ukraine, as well as Israel and Hamas in the Middle East, have heightened concerns of regional escalation, contributing to increased oil prices. Anticipated global economic recovery in 2024 following a recession is expected to further drive up oil demand, exacerbating price hikes.

Risks regarding exchange rate

In 2023, fluctuating foreign exchange rates, driven by ongoing interest rate hikes to curb inflation, have affected both the operational efficiency and investment projects of PVFCCo utilizing foreign currencies. PVFCCo frequently updated the macro-economic situation, domestic and global financial status, seriously monitored exchange rate fluctuations to build up and execute appropriate and flexible import and business plans and enhance the efficiency of capital use. In addition to this, PVFCCo also seriously considered its financial management, analyzing and assessing the effect of exchange rate differences on executed projects.

Financial risks and the goal of reforming investment activities contributing capital to Associates

In 2023, PVFCCo has continued to gradually find solutions to divest investments in joint ventures and associates. Although PVFCCo’s objective was to divest capital in these enterprises, it proved extremely difficult to reform long-term capital investment activity when the associate is not operating effectively. To support such members to gradually improve their performance, PVFCCo reinforced supervising associates managing activities through capital representatives while executing activities to support members in managing and directing enterprises.

Inventory risk

In early 2023, the high level of finished product inventory prompted the Corporation to regularly update market forecasts and trends, both domestically and internationally. This timely information assists the Corporation in making appropriate business decisions.

Exploit export opportunities for urea to ease domestic market pressure, implement rapid business strategies, and optimize inventory to mitigate product quality risks.

RISKS IN PROJECT’S INVESTMENT PROGRESS

With the strategic goal of transforming PVFCCo into a leading conglomerate in the fertilizer and chemical industry, the Corporation is currently embarking on a new investment project to diversify its product range by maximizing available resources.

  • The Melamine Project: Reviewing market and technical information, assessing investment effectiveness, and seeking investment partnership opportunities.
  • The DEF/AdBlue Project: Updating investment opportunity reports and proposing scalable production line investments aligned with market demand.
  • Researching investment opportunities for chemical projects that can be integrated with the Long Son Energy Complex and proposing to PVN (H2SO4, H2O2, NH3 & Methanol, PVC, ABS).

RISKS REGARDING ENVIRONMENT AND REGULATIONS

Climate change has impacted most majority of regions and crops in our country. In the future, climate change is expected to become even more unpredictable, indirectly affecting the business and production activities of fertilizer companies in general, and PVFCCo in particular.

The tax policies of Vietnam are frequent changes and supplements directly related to the fertilizer industry. Therefore, risks regarding tax policy application, changes to taxes on fertilizers will have great effects on PVFCCo’s operation.

PVFCCo continuously develops, implements and systematically updates risks management solutions with corporate management using advanced methods. This fulfills the role and enhances the ability of internal audit which is a crucial function in both risk and corporate management. In 2023, the internal audit division continued to perform the following tasks:

  • Conducting periodic audits that combine inspection of different fields to totally examine production and business activities at branches and subsidiaries with audit program being built based on risk groups.
  • Conducting thematic audits based on anticipated, recognized, and assessed operational risks can have a direct impact on business efficiency.
  • Cooperated with the training consultation organization to establish a management report system at PVFCCo according to advanced method, enhancing the ability and skills of audit.
  • Through annual internal audits, the internal audit function at PVFCCo continuously amends significant control issues and assesses the control efficiency in order to maintain an internal control system operating effectively.
  • Consulting for the Management in limiting and preventing risks through reporting, examining and appraising reports.

In the view of “sustainable, effective and humane development” as well as constantly promoting governance in accordance with advanced practices, the Management of PVFCCo was determined to complete and effectively operate Enterprise Risk Management System (ERMS), oriented to strategic direction to enhance corporate management capacity, and maintain its leading position and brand in the fertilizer and chemicals industry among investors.

REPORT ON TRANSACTIONS, REMUNERATION AND OTHER BENEFITS OF THE BOD, BOM AND SB

SALARIES, BONUSES, REMUNERATION AND BENEFITS OF THE BOD, BOM AND SB

PVFCCo implemented an executive remuneration scheme for members of the BOD, SB and BOM in accordance with the law and PVFCCo’s Compensation and Benefits Policy. This is aligned with its annual salary review and budget and the provision of fair reward for the competence and performance of each member.

Part-time members of BOD or SB are entitled to remuneration according to job role and responsibility.

Details of salaries, remuneration and bonuses in 2023

(Unit: million VND)

No. Full name Position Salary Bonus Total income Note
I Board of Directors 7,053.6 833.7 7,887.3
1 Hoang Trong Dung Chairman of the BOD, Member of the BOD 1,408.9 172.5 1,581.4 resigned as Chairman of the BOD on 27 October 2023
2 Le Cu Tan Member of the BOD cum President and CEO 1,444.7 180.6 1,625.3 resigned as President and CEO on 27 October 2023
3 Duong Tri Hoi Member of the BOD 1,626.4 203.3 1,829.7
4 Trinh Van Khiem Member of the BOD 1,549.0 193.6 1,742.6
5 Ho Quyet Thang Member of the BOD 668.9 83.6 752.5 held the position of Member of the BOD on 27 June 2023
6 Louis T Nguyen Part-time members of the BOD 171.1 - 171.1 resigned as Member of the BOD on 27 June 2023
7 Nguyen Ngoc Anh Part-time members of the BOD, in charge of the BOD 184.7 - 184.7 held the position of Member of the BOD on 27 June 2023
II Vice president, Chief accountant 9,176.1 1,147.0 10,323.1
1 Le Van Quoc Viet Vice president 567.0 70.9 637.9 retired from 1 June 2023
2 Le Thi Thu Huong Former Vice president 907.3 113.4 1,020.7 resigned as Vice president on 01 September 2023
3 Dao Van Ngoc Vice president 1,534.9 191.9 1,726.8
4 Tran Thi Phuong Thao Vice president 1,626.4 203.3 1,829.7
5 Cao Trung Kien Vice president 1,568.4 196.0 1,764.4
6 Ta Quang Huy Vice president 1,496.8 187.1 1,683.9
7 Vo Ngoc Phuong Chief accountant 1,475.3 184.4 1,659.7
III Supervisory Board 3,058.0 353.7 3,411.7
1 Huynh Kim Nhan Chief supervisor 1,626.4 203.3 1,829.7
2 Le Vinh Van Member of the SB 548.2 68.5 616.7 resigned as Member of the SB on 27 June 2023
3 Tran Thi Phuong Member of the SB 655.2 81.9 737.1 held the position of Member of the SB on 27 June 2023
4 Luong Phuong Part-time members of the SB 228.2 - 228.2
Total 19,287.7 2,334.4 21,622.1

TRADING OF INTERNAL SHAREHOLDERS’ AND RELATED PERSONS’ SHARES

  • 16 January 2023

    The related shareholders in a group of shareholders of Nghe An Agricultural Materials Joint Stock Corporation announced the purchase of 90,000 shares, increasing the ownership ratio of the shareholder group from 5.998% to 6.0001%.
  • 25 April 2023

    The related shareholders in a group of foreign shareholders: CTBC Vietnam Equity Fund, DC Developing Markets Strategies PLC, Norges Bank announced the sale of 500,000 shares, decreasing their ownership ratio to 7.9141%.
  • 29 May 2023

    The related shareholders in a group of foreign shareholders: CTBC Vietnam Equity Fund, DC Developing Markets Strategies PLC, Norges Bank announced the sale of 299,600 shares, decreasing their ownership ratio to 6.9941%.
  • 20 June 2023

    The related shareholders in a group of foreign shareholders: CTBC Vietnam Equity Fund, DC Developing Markets Strategies PLC, Norges Bank announced the sale of 800,000 shares, decreasing their ownership ratio to 5.9093%.
  • 25 August 2023

    CTBC Vietnam Equity Fund, DC Developing Markets Strategies PLC, Samsung Vietnam Securities Master Investment Trust, Norges Bank announced the sale of 970,000 shares, decreasing their ownership ratio to 4.8491% (below 5%).

CONTRACT OR TRANSACTION WITH INTERNAL SHAREHOLDERS

In 2023, there were no transactions between the Corporation and the members of the Board of Directors, Supervisory Board, Board of Management and managers.

CONTRACTS OR TRANSACTIONS WITH RELATED ORGANIZATIONS AND INDIVIDUALS

No. Name of organization/individual Relationship with the Corporation Transaction value
Transaction Value (VND)
1 Vietnam Oil and Gas Group (PVN) Major shareholders own more than 10% PVN trademark transfer contract 7,598,052,684
2 North PetroVietnam Fertilizer and Chemicals Joint Stock Company Subsidiaries Fertilizer sales and service contracts 1,893,063,337,750
3 Central PetroVietnam Fertilizer and Chemicals Joint Stock Company Subsidiaries Fertilizer sales and service contracts 2,875,207,007,010
4 South-East PetroVietnam Fertilizer and Chemicals Joint Stock Company Subsidiaries Fertilizer sales and service contracts 2,855,281,987,860
5 South-West PetroVietnam Fertilizer and Chemicals Joint Stock Company Subsidiaries Fertilizer sales and service contracts 2,174,473,612,518
6 Branch of PetroVietnam Gas Joint Stock Corporation - JSC - Southeastern Gas Transport Company Related companies of major shareholders owning more than 10% Gas sales contract in 2023 5,439,322,401,180
7 PetroVietnam Gas Joint Stock Corporation - JSC Related companies of major shareholders owning more than 10% Final settlement of gas purchase contract 2014-2018 470,611,350,000
8 PetroVietnam Gas Joint Stock Corporation - JSC Related companies of major shareholders owning more than 10% Final settlement of gas purchase contract 2022 -85,777,299,704
9 PetroVietnam Ca Mau Fertilizer Joint Stock Company Related companies of major shareholders owning more than 10% Urea formaldehyde concentrate (UFC- 85) sales contract 140,722,688,611
10 PetroVietnam Ca Mau Fertilizer Joint Stock Company Related companies of major shareholders owning more than 10% Ammonia sales contract (unrealized)
11 Vietnam Public Joint-stock Commercial Bank (PVComBank) - Ho Chi Minh City Branch Branch of related companies of major shareholders owning more than 10% Mortgage contract for NH3-NPK project 698,773,585,585