ANNUAL REPORT: PVCFC

Structure and activities

of the Board of Directors

Information of BOD members, Committees, Internal Audit DIVISION

BOD members
No. BOD members Position Date of starting/of no longer being Member of the BOD/ Independent Member of the BOD Number of shares owned at period closing Stock ownership ratio at period closing
Appointment date Dismissal date Date of first appointment
1 Mr. Tran Ngoc Nguyen Chairman of the BOD 10/1/2024 10/1/2019 0 0.000000%
2 Mr. Van Tien Thanh BOD member cum General Director 12/6/2023 (1) 12/6/2018 109,000 0.020589%
3 Mr. Tran My Non-executive Director 25/6/2020 10/01/2024 (2) 15/01/2015 2,900 0.000548%
4 Mr. Nguyen Duc Hanh Non-executive Director 25/6/2020 25/6/2020 8,000 0.001511%
5 Mr. Le Duc Quang Non-executive Director 27/4/2021 25/6/2020 0 0.000000%
6 Mr. Truong Hong Independent Director 27/4/2021 27/4/2021 0 0.000000%
7 Ms. Do Thi Hoa Independent Director 27/4/2021 27/4/2021 0 0.000000%
8 Mr. Nguyen Duc Thuan Non-executive Director 10/01/2024 (3) 10/01/2024 0 0.000000%

(1) Mr. Van Tien Thanh continues to be appointed by General Meeting of Shareholders as BOD member from June 12, 2023.

(2) Mr. Tran My resigned from August 1, 2023 and approved by General Meeting of Shareholders from January 10, 2024 at the extraordinary meeting.

(3) Mr. Nguyen Duc Thuan was appointed by the General Meeting of Shareholders from January 10, 2024 at the extraordinary meeting.

Structure of BOD members

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. In recent years, based on the Company’s development strategy, the Company targeted to add 01 female member of BOD and 01 other BOD member who is experienced in agriculture sector and soil health. This target was achieved in 2021. In the coming year, the Company will continue pursuing the board's diversity.

No. Criteria Mr. Tran Ngoc Nguyen Mr. Van Tien Thanh Mr. Tran My
(resigned from August 1, 2023)
Mr. Nguyen Duc Hanh Mr. Le Duc Quang Ms. Do Thi Hoa Mr. Truong Hong Mr. Nguyen Duc Thuan
1 Position in the Board of Directors/participation in the Executive Board Chairman/ Non-executive BOD member cum General Director Non-executive Director Non-executive Director Non-executive Director Independent Director Independent Director Non-executive Director
2 Gender Male Male Male Male Male Female Male Male
3 Age 46 55 61 51 47 63 64 49
4 Areas of expertise Ph.D. in Chemical Engineering, Master's degree in Economic Management Agricultural and Forestry Mechanical Engineer Engineer in Industrial Economics Engineer in Energy Economics Master of Business Administration, Chemical Engineer Petrochemical Bachelor of Industrial Accounting Doctor of Agriculture, major in Soil and Fertilizer Engineer of Transport Economics
5 Audit & Risk Management Committee - - Member - Member Chairman - Member
6 Human Capital and Compensation Committee - - Member Member - Member Chairman -
7 ESG Committee - - - Chairman Member - - -
8 Positions at other companies None None None None None None None Chairman of the BOD’s PPC
  • ESG Committee was established on February 29 2024 including non-executive Director - Mr. Nguyen Duc Hanh and non-executive Director - Le Duc Quang.
  • Members of the Audit and Risk Management Committee include Mrs. Do Thi Hoa, Mr. Tran My, Mr. Le Duc Quang. From March 1 2024, the members of committee include Mrs. Do Thi Hoa, Mr. Truong Hong, Mr. Nguyen Duc Thuan. 2/3 Independent Directors and 1 Non-executive Director.
  • Human Resource and Compensation Management Committee (including Mr. Truong Hong, Mr. Nguyen Duc Hanh, Mr. Tran My) was renamed as Human Capital and Compensation Committee from March 1 2024 including 02 independent Directors: Mr. Truong Hong and Mrs. Do Thi Hoa.
  • The Company charter 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.
ESG COMMITTEE

2

Non-executive DIRECTORS

AUDIT & RISK MANAGEMENT COMMITTEE

2

Independent DIRECTORS

1

Non-executive DIRECTOR

HUMAN CAPITAL AND COMPENSATION COMMITTEE

2

Independent DIRECTORS

Positions held at other organizations of BOD members and conflicts of interests related to PVCFC
No. BOD members Owning, holding management and executive positions at other listed companies Conflicts of potential interests with PVCFC
1 Mr. Tran Ngoc Nguyen None None
2 Mr. Van Tien Thanh None None
3 Mr. Tran My None None
4 Mr. Nguyen Duc Hanh None None
5 Mr. Le Duc Quang None None
6 Mr. Truong Hong None None
7 Ms. Do Thi Hoa None None
8 Mr. Nguyen Duc Thuan Chairman of the BOD công ty con PPC Yes (from date of being appointed as BOD member on January 10 2024
CORPORATE Secretary - in charge of corporate governance

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

Mr. Do Thanh Hung

Specialized training

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

Working experience

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

Committees under BOD

  • PVCFC has now 03 committees under BOD (i) Audit and Risk Management Committee, (ii) Human Capital and Compensation Committee and ESG Committee (established in March 2024).
  • Members of Committees are non-executive Directors, Chairwoman of Audit & Risk Management Committee is independent Director - Ms. Do Thi Hoa, Chairman of Human Capital and Compensation Committee is independent Director - Mr. Truong Hong. Members of Human Capital and Compensation Committee are independent Directors.
  • Structure, scale and components of Committees are appropriate with practical conditions of the Company. Committees support BOD to uphold synergy, improve role and bring into plays management efficiency of the Company.

Information about meetings and member participation of Committees (in 2023)

Audit & Risk Management Committee Number of meetings: 04 Note
Independent Director, Ms. Do Thi Hoa - Chairwoman 4/4
Non-executive Director - Mr. Tran My 2/2
Non-executive Director - Mr. Le Duc Quang 4/4
Human Capital and Compensation Committee Number of meetings: 02
Independent Director, Mr. Truong Hong - Chairman 2/2
Non-executive Director - Mr. Tran My 1/1 Resigned from August 1, 2023
Non-executive Director - Mr. Nguyen Duc Hanh 2/2

Note: In 2023, Audit & Risk Management Committee organized 04 meetings, 03 in-person meetings and 01 online meeting.

Internal Audit DIVISION

  • Internal Audit Division: established in November 2020 under BOD to implement internal audit of PVCFC according to Decree No 05/2019/ND-CP. The Division includes 05 members with specialized expertise in fields: Law, Finance, Audit, Accounting, Technical technology.
  • Head of the Internal Audit Division is Mr. Vu Chi Duong - Master of Finance-Banking, Bachelor of Accounting-Audit, Bachelor of Law. Mr. Vu Chi Duong has years of experience in fields of legal affairs, finance-accounting, internal control, risk management, audit.
  • Working history of Mr. Vu Chi Duong:
Working time Titles, positions, workplace
03/2001 - 01/2004 Legal specialist, Ba Ria Thermal Power JSC
02/2004 - 11/2007 Contract economic specialist, Management Board of Ca Mau Gas -Electricity Complex
12/2007 - 12/2008 Corporate Credit Specialist, PetroVietnam Finance JSC-Vung Tau branch
12/2008 - 08/2009 Accounting specialist in charge of HCMC branch, PetroVietnam Power Technical Services JSC
09/2009 - 11/2011 Head of Payment and Commercial Accounting Department, Phu My Fertilizer Plant, PetroVietnam Fertilizer and Chemicals JSC
12/2011 - 06/2015 Specialist level 2, Internal Control Department, Vietnam Oil and Gas Group
07/2015 - 07/2017 Compliance Team Leader - Internal Control Department, PetroVietnam Ca Mau Fertilizer JSC
Cum member of Supervisory Board, PetroVietnam Packaging JSC
08/2017 - 05/2018 Deputy Head of Compliance Inspection Unit, Internal Control Department, PetroVietnam Ca Mau Fertilizer JSC
Cum member of Supervisory Board, PetroVietnam Packaging JSC
06/2018 - 11/2020 Head of Risk Management Department, Internal Control Department, PetroVietnam Ca Mau Fertilizer JSC.
Cum Head of Supervisory Board, PetroVietnam Packaging JSC
12/2020 - 07/2021 Internal auditor - Internal Control Division, PetroVietnam Ca Mau Fertilizer JSC
Cum Head of Supervisory Board, PetroVietnam Packaging JSC
08/2021 - 06/2022 Deputy Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC
Cum Head of Supervisory Board, PetroVietnam Packaging JSC
06/2022 - 06/2023 Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC
Cum Head of Supervisory Board, PetroVietnam Packaging JSC
07/2023 - now Head of Internal Audit Division, PetroVietnam Ca Mau Fertilizer JSC

Meetings and functions of BOD

No. Members of the BOD Attending meetings Ratio
1 Mr. Tran Ngoc Nguyen 13/13 100%
2 Mr. Van Tien Thanh 13/13 100%
3 Mr. Tran My (*) 8/8 100%
4 Mr. Nguyen Duc Hanh 13/13 100%
5 Mr. Le Duc Quang 13/13 100%
6 Mr. Truong Hong 13/13 100%
7 Ms. Do Thi Hoa 13/13 100%

(*) Reason for not attending: Resign from August 1, 2023

Operations of Committees under BOD

Operations of Audit & Risk Management Committee)

Audit & Risk Management Committee has implemented its supervisory roles: (i) monitoring operations of BOD through meetings, discussions, measures of issuance of resolutions of BOD; (ii) supervising operations of Executive Board through complying with resolutions/decisions of BOD as well as decentralization mechanisms between BOD and General Director; (iii) supervising through report channels and contacts with members of Executive Board, Chief Accountant, Internal Audit Division, Head of Legal and Compliance Division; (iv) supervising through report channels of independent audit unit.

The Human CAPITAL and Compensation Committee

In addition to regular discussions on specific issues, in 2023, the Human Capital and Compensation Committee held 02 meetings and evaluated and reported to the BOD on issues related to governance, human capital and remuneration.

In 2023, the Committee has implemented tasks stipulated at Regulations of issuance according to Decision No 1733 QD/PVCFC dated August 4 2021 of BOD

ESG COMMITTEE

Based on an orientation of building sustainable development framework and strategy, BOD has established ESG working group led by BOD member - Mr. Nguyen Duc Hanh. In March 2024, ESG Committee was officially established, BOD member - Mr. Nguyen Duc Hanh took the role of Committee Chairman to implement upcoming plans on ESG.

Operations of each member of BOD

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

No. BOD members Position Fields of responsibility
1 Mr. Tran Ngoc Nguyen Chairman of the BOD

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.

2 Mr. Van Tien Thanh BOD member - General Director

Performing functions, duties of BOD member/General Director according to the regulations of the Law and the Company’s charter. Being responsible to General Meeting of Shareholders and regulations of the law on management of business and production activities.

Being responsible for effectively implementing resolutions, decisions of BOD.

3 Mr. Tran My Non-executive Director

Supervising and directing implementation of activities under authority of BOD in related fields: planning, investment, insurance, shareholder relations, internal affairs office under BOD and other duties at Committees: Audit & Risk Management Committee, and Human Capital and Compensation Committee.

4 Mr. Nguyen Duc Hanh Non-executive Director

Supervising and directing implementation of activities under authority of BOD in related fields: business, marketing, IT, trade and service, training, social security, corporate culture, unions, construction of corporate governance system according to good governance practices/pioneering practices of BOD.

Being in charge of construction and implementation of ESG practices including climate change. Since establishment of ESG Committee, Mr. Hanh has also played the role of Chairman of ESG Committee.

5 Mr. Le Duc Quang Non-executive Director

Supervising and directing implementation of activities under authority of BOD in related fields: operation of Ca Mau Fertilizer Plant, factories of PPC-subsidiary, environment security, safety and health, firefighting and prevention, economic-technical norms, ISO, legal affairs, compliance and implementation of other duties at Audit & Risk Management Committee.

6 Mr. Truong Hong Independent Director

Supervising and directing implementation of activities under authority of BOD in related fields: R & D (Research and Development).

Chairman of Human Capital Management and Compensation Committee.

7 Ms. Do Thi Hoa Independent Director

Supervising and directing implementation of activities under authority of BOD in related fields: Finance-Accounting, auditing, internal control, inspection and supervision, risk management.

Chairman of the Audit and Risk Management Committee.

During the period of resignation of Mr. Tran My - non-executive Director - (from August 1 2023), works and duties of Mr. Tran My was assigned for Mr. Nguyen Duc Hanh - non-executive Director.

All BOD members, on the basis of assigned duties, have excellently performed their roles and responsibilities, contributing to excellent performances of PVCFC to achieve planned targets of 2023 assigned by the General Meeting of Shareholders.

Operations and assessment results of independent DIRECTORS on operations of BOD

  • Independent Directors have effectively fulfilled their roles in checking and representing the business operations of the company, performing their functions and tasks correctly to ensure the common interests of the Company and its shareholders.
  • Independent Directors of PVCFC have fully participated in meetings and contributed opinions and votes to the decisions of the BOD. The contributions of Independent Directors in their assigned areas in 2023 have demonstrated their roles, responsibilities, objectivity, and independence.
  • As Chairmen of Audit & Risk Management Committee and Human Capital and Compensation Committee, Independent Directors have excellently performed their duties and responsibilities.
  • BOD has built operational plans, assigning specific fields to each BOD member according to functions, duties; motivating and upholding knowledge, experience of each member and creating favorable conditions for independent Directors to fully carry out their rights and obligations.
  • Operations of BOD have been complied with corporate governance principles as stipulated at the Law on Enterprise, the Company’s charter, internal governance regulations, operational regulations of BOD and other regulations of the Law.
  • BOD has fully complied with governance regulations of public company, ensuring favorable conditions for independent Directors to fully carry out their rights and obligations.
  • BOD has well performed its role of inspection, supervision of management of business and production activities of the Company. Inspection and supervision are regularly and closely implemented ensuring compliance with current regulations. BOD has regularly updated, adjusted decentralization for the Executive Board to limit its participation in specific activities, supporting the Executive Board to focus more on supervision and orientation activities.
  • BOD frequently reviews, updates target and plans to ensure appropriateness with the Company’ development strategy, building longer-term strategies to promote the company’s sustainable development.
  • BOD also focuses on improving governance capacity by hiring consultancy companies (IFC, Deloitte, CGS, etc.) to evaluate corporate governance, building a roadmap toward good governance practices, step by step building sustainable development framework and strategy and ESG practices.
  • BOD, EB and Supervisory Board have coordinated to work out timely solutions to ensure thorough business and production activities and achieve the highest results.

Performance Evaluation of BOD

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.

Performance evaluation criteria of BOD has been built by good corporate practices with 5 components including:

01
Authority and general information with 8 criteria

Integrity, vision expertise, mission, strategy, supervision result evaluation of General Director and Executive Board, etc.

02
BOD composition with 6 criteria

Structure of BOD, types of coordination between members aligning with good governance practices and corporate culture, etc.

03
Structure of Committees with 4 criteria

Number of committees, structure and performance of committees, etc.

04
Working regulations with 13 criteria:

Operating procedures of BOD; schedule compliance, document provision; operational performance of Executive Board; transparency evaluation of financial statements and risk management, etc.

05
Obligations and responsibilities with 5 criteria

Implementation of obligations and responsibilities of BOD/BOD members.

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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.

Given the opinions of the Audit and Risk Management Committee, BOD approves the operational plan of Internal Audit Division y-o-y (approving 3-year plan from 2023). The Internal Audit Division implements its tasks according to the approved plans. Based on operational performance, BOD evaluates the operational performance of the Internal Audit Division. In 2023, the Internal Audit Division was highly valued by well performing its tasks.

Resolutions/Decisions of BOD issued in 2023

In 2023, BOD received 67 written proposals of General Director, issued 86 resolutions/decisions related to all operational aspects of PVCFC for the General Director.

Coordination between BOD, Supervisory Board, Executive Board with other management staff

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

Remuneration, operating expenses and other benefits of BOD and each member of BOD

  • Details of remuneration of BOD are included in report on salary, bonus, remuneration and other benefits of Executive Board.
  • Administrative expenses and other related expenses of BOD are in compliance with regulations of the company and accounted in general and administrative expenses of the Company.

Corporate governance training

  • All members of BOD, Executive Board, Supervisory Board, Corporate Secretary, persons in charge of corporate governance and related departments are entitled to training courses, programs of updating new regulations on corporate governance.
  • 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.
  • BOD has approved orientation training plan for Mr. Nguyen Duc Thuan - BOD member - who was appointed on January 1- 2024 including training programs: culture, goal, business model and corporate strategic orientation; certified BOD member; ESG awareness and practices.