V
CORPORATE GOVERNANCE

Adhering to the motto “Solid partner, flexible solutions” and tailored development strategies for each phase, SHB’s Board of Directors is dedicated to steering the Bank towards effective operations, ensuring prosperity for customers and the community, while also prioritizing the best interests of shareholders and investors.
The Board of Directors, elected by the General Meeting of Shareholders, is the highest governing body of the Bank, with full authority to make decisions and execute SHB’s rights and obligations as prescribed by law.
The Management and Operations structure of SHB adheres to key legal regulations and corporate governance guidelines issued by State Regulatory Agencies, such as: Decree 155/2020/ND-CP detailing the implementation of the Securities Law; Circular 13/2018/TT-NHNN on the internal control systems of commercial banks and foreign bank branches, along with their amendments; and the Corporate Governance Principles according to best practices issued in August 2019 by the State Securities Commission and the International Financial Corporation (IFC);
The Board of Directors consists of 08 members, including 02 independent members and 03 executive members. Specifically:
No. | Full name | Position | Appointment date (2022- 2027 Term) | Shareholding – with voting right (%) |
---|---|---|---|---|
1 | Do Quang Hien | Chairman - Non-executive member | April 26, 2022 | 2.7502 |
2 | Do Quang Vinh | Vice Chairman - Executive member | April 26, 2022 | 0.0260 |
3 | Do Duc Hai | Vice Chairman - Executive member | April 26, 2022 | 0.00001 |
4 | Thai Quoc Minh | Member of BOD - Non-executive member | April 26, 2022 | |
5 | Ngo Thu Ha | Member of BOD - Executive member | April 26, 2022 | 0.0728 |
6 | Pham Viet Dan | Member of BOD - Non-executive member | April 11, 2023 | |
7 | Do Van Sinh | Independent Member of BOD | April 26, 2022 | |
8 | Haroon Anwar Sheikh | Independent Member of BOD | April 11, 2023 |
(*) Summary of the Board of Directors’s Profiles, refer to pages 15-19
Changes in the Board of Directors
In 2023, SHB held its 31st Annual General Meeting of Shareholders, approving the addition of new members to the Board of Directors for the 2022-2027 term and appointed two Vice Chairmen of the Board of Directors, including: Ms. Ngo Thu Ha, Member of BOD cum CEO; Mr. Do Quang Vinh, Vice Chairman cum Deputy CEO; along with Mr. Do Duc Hai, also appointed as Vice Chairman cum Deputy CEO. Additionally, the BOD welcomed Mr. Pham Viet Dan as a new Member of BOD; Mr. Haroon Anwar Sheikh as an Independent Member of BOD.
Following this enhancement, SHB’s Board of Directors now includes two Vice Chairmen: Mr. Do Quang Vinh and Mr. Do Duc Hai, and two independent members.
No | Full name | Title |
---|---|---|
1 | Do Quang Hien | Chairman |
2 | Do Quang Vinh | Vice Chairman |
3 | Do Duc Hai | Vice Chairman |
4 | Thai Quoc Minh | Member of BOD |
5 | Ngo Thu Ha | Member of BOD |
6 | Pham Viet Dan | Member of BOD |
7 | Do Van Sinh | Independent Member of BOD |
8 | Haroon Anwar Sheikh | Independent Member of BOD |
Titles at other companies held by BOD members for the 2022-2027 Term
No. | Full name | Title | Titles at other companies |
---|---|---|---|
1 | Do Quang Hien | Chairman |
- Chairman of Hanoi Association of Small and Medium Enterprises; - Vice Chairman of Vietnam Association of Small and Medium Enterprises; - Member of the Central Committee of the Vietnam Fatherland Front; - CEO at T&T Group Joint Stock Company; - President of Hanoi National University Entrepreneur Alumni Club.; |
2 | Do Quang Vinh | Vice Chairman |
- Chairman of the BOD at Saigon - Hanoi Securities Joint Stock Company (SHS); - Chairman of Saigon - Hanoi Insurance Corporation (BSH); - Chairman of BVIM Fund Management Joint Stock Company; - Director of Financial Investment - T&T Group Joint Stock Company. |
3 | Do Duc Hai | Vice Chairman |
- Chairman of the BOD cum Chairman of the Executive Committee of Saigon-Hanoi Laos Single- Member Limited Liability Bank. - Chairman of the BOD and Chairman of the Executive Committee of Saigon-Hanoi Cambodia Limited Liability Bank. |
4 | Ngo Thu Ha | Member of BOD | None |
5 | Thai Quoc Minh | Member of BOD | None |
6 | Pham Viet Dan | Member of BOD | None |
7 | Do Van Sinh | Independent Member of BOD | None |
8 | Haroon Anwar Sheikh | Independent Member of BOD | None |
Committees/Departments/Centers are organizational units instituted by the Board of Directors to undertake designated tasks and exercise authority in advising for the Board of Directors in bank governance and monitoring, including:
Board of Directors Meetings for the 2022-2027 Term in 2023
No. | Member of BOD | Meetings attended | Meeting attendance rate |
---|---|---|---|
1 | Do Quang Hien | 08/08 | 100% |
2 | Do Quang Vinh | 08/08 | 100% |
3 | Thai Quoc Minh | 08/08 | 100% |
4 | Do Van Sinh | 08/08 | 100% |
5 | Ngo Thu Ha | 06/08 | 100% |
6 | Do Duc Hai | 06/08 | 100% |
7 | Pham Viet Dan | 06/08 | 100% |
8 | Haroon Anwar Sheikh | 06/08 | 100% |
Board of Directors’ Supervision of the Board of Management
Fulfilling the duties and responsibilities of independent members of the Board of Directors in accordance with SHB’s internal regulations and according to the assignment decision of the Board of Directors/Chairman of the Board of Directors with diligence and integrity, to effectively enhance SHB’s business success in 2023.
Attending all Board of Directors meetings, Risk Management Committee meetings, and provided comprehensive opinions on matters discussed in meetings and those approved through written consultation.
Implementing the resolutions and decisions of the 31st Annual General Meeting of Shareholders for the 2022- 2027 term, as well as the BOD’s delegated decisions.
Submitting reports and disclosed information as required by law.
Completing the tasks and responsibilities assigned by the Board of Directors, effectively supporting the BOD in making timely decisions for managing banking business operations
The Board of Directors has established various Committees, Departments, and Councils to effectively direct and oversee the Board of Management’s execution of business activities. In 2023, SHB’s Board of Directors instituted the Strategic Partnership Development Committee and restructured the Strategy, Risk Management, and Human Resources Committees.
Currently, SHB’s Committees under the Board of Directors include the Strategy Committee, Human Resources Committee, Risk Management Committee, and Internal Security Department. These entities serve to advise and assist the BOD. These Committees ensure compliance with regulations from the State Bank of Vietnam and the law, operating under specific organizational and operational regulations issued by the Board of Directors.
The Bank regularly sends its Managers and Leaders to attend training courses, seminars, and workshops on Corporate Governance organized by the Vietnam Stock Exchange, the State Securities Commission, and reputable domestic and international organizations. This initiative aims to enhance their understanding of corporate governance, bolster banking management and operational expertise in line with global best practices, and drive the implementation of banking modernization projects, incorporate cutting-edge digital technologies and ensure swift adaptation to legal amendments. Specifically:
Board of Supervisors (BOS) is a unit elected by the General Meeting of Shareholders, responsible for overseeing and evaluating the compliance with internal regulations, legal provisions, Charter and implementation of policies and resolutions of the General Meeting of Shareholders and the Board of Directors; Conducting internal audit of SHB’s business activities and financial statements.
No | Full name | Position | Shareholding (%) |
---|---|---|---|
1 | Pham Hoa Binh | Head of BOS | 0.0055% |
2 | Le Thanh Cam | Full-time Member of BOS | - |
3 | Vu Xuan Thuy Son | Full-time Member of BOS | - |
Summary of the Board of Supervisors’s Profiles, refer to pages 19
In 2023, operations of SHB’s Board of Supervisors were carried out in strict adherence to the responsibilities and authorities outlined by the Law, Charter, and internal regulations of SHB. These actions aligned with the annual and periodical plans and directions set by Board of Supervisors, ensuring comprehensive fulfillment of their duties. Additionally, the Board of Supervisors undertook supplementary tasks as directed by the Board of Directors and CEO of SHB.
In 2023, the BOS convened four regular meetings, achieving a 100% attendance and a 100% voting rate, addressing the following topics:
With the aim of ensuring consistency across meeting discussions, the Board of Supervisors has successfully executed the tasks outlined for 2023 and each quarterly period. Notably, the key tasks accomplished include:
Unit: VND billion
2023 | |
---|---|
Board of Directors | 14,011 |
Board of Supervisors | 4,620 |
Board of Management | 22,307 |
View detail PDF page 98
View detail PDF page 100
SHB firmly believes that robust corporate governance practices are essential for ensuring the sustainable development of businesses, fostering trust, and maximizing shareholder benefits.
The Board of Directors, the Board of Management, and the Board of Supervisors of SHB have strictly adhered to corporate governance regulations as required by law. SHB’s corporate governance reporting complies with Circular No. 96/2020/TT-BTC dated November 16, 2020. Alongside rigorous compliance with Vietnam corporate governance laws and specific regulations for listed companies, SHB has progressively aligned its governance practices with international best practices, such as the “ASEAN Corporate Governance Scorecard” and the “Corporate Governance Principles for Listed Companies” issued by the State Securities Commission and the International Finance Corporation (IFC) in August 2019.
To enhance governance, SHB has made significant improvements, meeting more criteria compared to previous years by benchmarking against the ASEAN Corporate Governance Scorecard. This framework guides SHB in improving governance standards, minimizing risks, and striving for sustainable development. The five corporate governance principles that SHB consistently upholds are: Shareholder rights, equal treatment of shareholders, stakeholder roles, transparent information disclosure, and BOD responsibilities.
Furthermore, SHB consistently disseminates timely, comprehensive, transparent, and official information to investors and shareholders through various domestic and international newspapers, television stations, and news sites with extensive coverage via mass media.
Especially, strategic information that significantly impacts the rights of investors and shareholders is given particular emphasis by SHB. This includes comprehensive communication before, during, and after the AGM, details on dividend payments, capital increases, business results, prospects, strategic directions, partnership agreements, credit ratings, and awards. These efforts underscore SHB’s capabilities and reputation.
SHB guarantees the timely and transparent provision of information regarding the Annual Report in both Vietnamese and English on its website. This includes details about shareholders, the Bank’s ownership structure, subsidiary system, and other financial and non-financial data.
Organizes press conference and press releases on business results and operational strategies.
In 2023, SHB engaged in meetings and collaborations with numerous foreign investors, including banks, investment funds, and prominent credit institutions worldwide. These interactions facilitated the exchange of insights, the exploration of mutual strengths, and the cultivation of opportunities for cooperation and growth, ultimately fostering a platform for expanded collaboration and development.
The aforementioned activities have been instrumental in fostering professionalism and transparency in the dissemination of information, as well as in fortifying relationships with investors. Consequently, this has bolstered investors’ trust, thereby augmenting SHB’s brand positioning within the market.
In the future, SHB will enhance its efforts to disseminate shared information and newsletters to investors, aiming to continuously elevate professionalism and bolster credibility in the stock market. This endeavor aligns with the goal of achieving sustainable development and fostering long-term value creation for shareholders.
With the objective of progressively aligning with regional and global corporate governance standards, SHB will continue to improve its corporate governance activities as follows:
(i) Ensuring an effective and accurate risk management and internal control system
(ii) Contributing significantly to the enhancement of corporate governance practices
(iii) Acting as key defense mechanisms to protect investment capital and create long-term sustainable value for shareholders.
View detail PDF page 103 – 113
With a commitment to sustainable development, SHB prioritizes and invests significantly in risk management.
SHB conducts annual reviews and assessments of key activities and critical risks to evaluate the overall risk profile. Based on these assessments, SHB measures risk levels and determines the Bank’s risk capacity. This process underpins the development of SHB’s risk appetite, management strategies, and internal control systems to manage critical risks and ensure adequate capital to cover potential losses.
SHB establishes a risk management framework to ensure a complete system of policies, regulations, procedures and guidelines to run the Bank’s operation in line with the business strategy and risk management objectives. Material risks are identified, measured and controlled while maintaining a satisfactory capital adequacy ratio commensurate with the Bank’s risk profile.
In order to ensure an effective risk management framework, SHB has established a full information system along with a management reporting system to ensure timely and accurate information about the risk level of the Bank, make forecast on business activities, credit quality and make appropriate and effective business decisions. SHB also pays great attention to training and communication as the foundation for building a riskaware culture.
Risk management activities at SHB are implemented according to the Three Lines of Defense model across all operations:
The first line of defense is responsible for identifying, controlling and implementing risk reduction measures.
The second line of defense is designed to control and monitor legal and compliance related risks.
The third line of defense is executed by the internal audit division to monitor and evaluate the effectiveness and adequacy of the first and the second line of defense.
With a commitment to sustainable development, SHB prioritizes and invests significantly in risk management.
Credit risk is the possibility of a financial loss in banking operations caused by clients failing or unable to fulfill their obligations as committed.
To effectively manage and controll credit risk, a system of credit risk management policies has been developed in line with the following principles: (i) Establish an appropriate credit risk management environment; (ii) credit granting procedure carried out under the close coordination among involved departments; (iii) Identify, measure and monitor risks in each tier of three lines of defense to ensure adequate control over credit risk.
In addition, SHB is progressively enhancing its credit risk management practices in line with international norms and benchmarks. Notably, in 2023, SHB has launched many projects in this direction including the conversion of financial statements to adhere to IFRS standards and the implementation of risk management and capital calculation projects based on the advanced IRB method under Basel II. The outcomes of these endeavors will furnish SHB with additional tools for credit risk management, supporting effective risk-based business decision making.
SHB evaluates credit risk both during regular operations and in challenging market conditions. Particularly Risk management activities at SHB are implemented according to the Three Lines of Defense model across all operations: The second line of defense is designed to control and monitor legal and compliance related risks. The third line of defense is executed by the internal audit division to monitor and evaluate the effectiveness and adequacy of the first and the second line of defense. 116 SHB - ANNUAL REPORT 2023 V. CORPORATE GOVERNANCE in adverse market scenarios, SHB employs scenario analysis to project credit growth rates and assess loan quality, enabling the development of contingency plans and implementation of control measures to monitor and mitigate non-performing loans (NPLs) in a timely and appropriate manner.
Green credit represents a global trend within the financial industry, with particular relevance to Vietnam’s finance and banking sector. It aims to achieve a balanced and harmonious development that fosters green growth and sustainability, promoting harmony between the economy and the environment.
Acknowledging the significance of green credit, SHB is increasingly prioritizing growing green credit while integrating social and environmental risk management practices into in credit extension activities.
SHB has issued internal regulations for integrating social and environmental management practices into its credit assessment procedures, making socio-environmental risk assessment a compulsory component in the credit approval process for customers. This evaluation enables SHB to identify clients with environmentally sustainable initiatives and projects characterized by minimal social and environmental risks, thereby facilitating their financing. Additionally, SHB offers support and guidance to clients in implementing measures and action plans to mitigate, minimize, or eliminate adverse social and environmental impacts associated with their business ventures. This approach aims to encourage clients to transition towards cleaner, safer, and more environmentally friendly production and business practices.
In 2023, with guidance and assistance from IFC experts, SHB finalized regulations concerning social and environmental risk management in lending activities with small and medium-sized enterprises. These regulations were crafted to align with both the requirements of the State Bank of Vietnam and the assessment standards set by the IFC. Additionally, SHB entered into a collaboration agreement with ADB to implement a consultancy package aimed at developing a social environment risk management system for trade finance. Through the support of both IFC and ADB, SHB anticipates enhancing the effectiveness of its social and environmental risk management system in credit extension activities, gradually reaching international practices and standards.
In the coming time, SHB will persist in enhancing its policy frameworks, regulations, and assessment criteria concerning social and environmental risks, with guidance from IFC and ADB. Additionally, SHB will bolster training initiatives for personnel tasked with managing and evaluating socio-environmental risks to enhance implementation proficiency. These endeavors aim to optimize socio-environmental risk management, thereby fostering sustainable growth in green credit.
The risk due to incomplete or faulty internal processes, human factors, errors, system failures or external factors causing financial losses or non-financial negative impacts to SHB (including legal risks) is defined as operation risk.
SHB has fully implemented the operational risk management framework to align with Circular 13/2018/ TT-NHNN requirements and international standards. In 2023, SHB focused on executing Risk Assessment Processes for various areas such as pre-issued regulations, processes, products, e-banking activities, and outsourcing, while also assessing the efficacy of control points within the Bank’s processes and activities. Apart from its annual training sessions, SHB conducted a series of programs aimed at transferring knowledge of risk identification and assessment to Line 1 Units at the Head Office, providing direct operational risk management insights to unit managers. Furthermore, SHB developed newsletters and videos on operational risks for Customer Service officers, intensified warnings about fraud, counterfeiting, and the misappropriation of high-tech assets for customers, and conducted tests throughout the year to assess potential transaction interruption scenarios for Business Units, including testing the alternate operation of the Core system at the data center (DC-DR).
Information Technology (IT) risk is the possibility of loss when performing activities related to information systems. IT risks relate to management and use of hardware, software, communications, system interfaces, operations and people.
The IT department at SHB is organized with an operating model according to ITIL (Information Technology Infrastructure Library) standards. SHB fully complies with the State Bank’s safety and security regulations, and has applied international security standards to improve internal IT system security (ISO 27001:2013, PCI DSS, 3D Secure, SWIFT CSCF Security Framework).
In 2023, SHB made significant progress by transitioning services to the cloud environment, enhancing user experience, offering round-the-clock services, and mitigating IT risks. Throughout the year, SHB formulated and executed regulations and risk assessment processes for its IT infrastructure, conducting risk evaluations for critical IT systems and bank projects.
Market risk encompasses the potential for adverse fluctuations in interest rates, exchange rates, stock prices, and commodity prices within the market. SHB confronts two primary types of market risks: interest rate risk and exchange rate risk. The Bank has established and fortified a comprehensive system of policy documents, regulations, and processes for managing market risk. These guidelines delineate the steps involved in identifying, measuring, monitoring/control, and reporting on market risks, as well as outlining the responsibilities of relevant units in market risk management.
In conjunction with the centralized management of interest rate and exchange rate risk at the Head Office, SHB has instituted a comprehensive framework of market risk limits for management. These include status/portfolio limits, teller limits, loss/stop loss limits, and sensitivity limits. Market risk limits undergo periodic reviews, at least annually, or irregularly in response to significant market fluctuations. Measurement of market risk is conducted utilizing methods and systems such as Open position, PV01 sensitivity, and profit and loss assessment based on market value (MtM), along with VaR risk assessment. These measurement methods and tools are subject to regular review and refinement to accurately assess risks, aligning with market conditions and SHB’s business landscape in each respective period.
Liquidity risk is the risk of not being able to fulfill debt obligations when due, or being able to fulfill debt obligations when due but having to pay costs higher than the average cost of the market.
SHB advocates diversifying mobilized capital sources and mobilization terms to increase liability stability; Maintain a reasonable balance between assets and liabilities, ensuring enough highly liquid assets. Mobilization plans are built and monitored safely and effectively in each period based on each unit’s business plan and the overall strategy of the entire bank, ensuring daily liquidity and in case of crisis. SHB promotes diversification in sourcing and terms of capital mobilization to enhance the stability of liabilities, while also maintaining a prudent balance between assets and liabilities, ensuring an adequate reserve of highly liquid assets. Mobilization plans are devised and monitored in each period, aligning with the business plans of each unit and the overarching strategy of the Bank as a whole. This approach ensures daily liquidity and preparedness for potential crises
SHB has established and implemented liquidity risk limits, including: maximum net cash flow, solvency ratio, LDR ratio, and the ratio of short-term capital to medium and long-term loans. Daily measurement and monitoring of liquidity risks are conducted. Furthermore, SHB has successfully implemented liquidity risk management in accordance with Basel III standards (LCR, NSFR), which was reviewed and validated by KPMG in 2023.
Interest rate risk in the banking book is a risk due to adverse fluctuations of interest rates on the bank’s income, asset value, liability value and off-balance sheet commitment value. To mitigate this risk, SHB maintains a prudent balance in the term structure/revaluation period between assets and liabilities. This is achieved by applying appropriate base interest rate policies to determine loan interest rates, thus mitigating potential interest rate risks such as repricing risk and basis risk.
SHB issues and applies bank book interest rate risk limits tailored to the scale and complexity of its business operations and risk tolerance. These include limits on interest rate gap and net interest income (NII). The Bank assesses interest rate risk for both VND and foreign currencies, valued at 5% or more of total assets, using methodologies and indicators such as interest rate gap sensitivity, evaluation of interest rate fluctuations on NII and economic value of equity (EVE). Additionally, SHB determines the required capital for bank book interest rate risk management using the Delta EVE method, in line with Basel III guidelines.
Through activities that strengthen cooperation with international banks, SHB has established mechanisms to control anti-money laundering efforts in compliance with both domestic and international regulations, meeting international standards. This facilitates collaboration with international banks, enhancing the correspondent banking system and increasing revenue from international payment transactions. The control mechanisms in place include regularly updating lists of sanctioned countries, sectors, and currencies by each nation; issuing warnings and recommendations regarding correspondent relationships with high-risk banks or those not meeting anti-money laundering and counter-terrorist financing requirements. To date, SHB has not had any international payment transactions frozen due to sanctions violations.
SHB also enhances customer transaction monitoring to detect suspicious or illegal activities. The Bank has developed an automated system to monitor customer transactions based on pre-established scenarios. All customer transactions are automatically reviewed, and suspicious or illegal activities are flagged. These alerts are thoroughly investigated and immediately reported to relevant state authorities when necessary. Additionally, SHB widely disseminates information about illegal tactics to its staff to minimize risks for both customers and the Bank.