ANNUAL REPORT: SHB

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.

1. BOARD OF DIRECTORS

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.

1.1. Members and Structure of the Board of Directors for the 2022-2027 Term

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

  • Number of members of the Board of Directors: 08 members.
  • Number of independent members: 02 members.

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
1.2. Committees under the Board of Directors

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:

  • Strategy Committee;
  • Human Resources Committee;
  • Risk Management Committee;
  • Internal Security Department.
1.3. Activities of the Board of Directors

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

  • The Board of Directors’ governance and supervision of the Board of Management are conducted in accordance with the Law, SHB Charter, Regulations on Organization and Operation, and the Bank’s internal governance regulations.
  • The Board of Directors for the 2022-2027 term, elected at the General Meeting of Shareholders on April 20, 2022, initially consisted of six members. They have fully performed their duties and successfully organized the 31st Annual General Meeting of Shareholders in 2023. On April 11, 2023, the General Meeting of Shareholders approved adding four members, including one independent member, and approved the dismissal of two members. The Board of Directors now consists of eight members, including two independent members.
  • The Board of Directors has assigned specific tasks to each member, enhancing operational efficiency by aligning responsibilities with each member’s experience and expertise.
  • In 2023, the Board of Directors held eight direct meetings and collected written opinions on matters within its authority to ensure timely and effective responses. Expanded meetings with the Board of Management were also held to guide business activities and achieve the targets set by the General Meeting of Shareholders.
  • The Board of Directors regularly supervises the Bank’s activities through periodic and ad-hoc reports from the Board of Management, the Board of Supervisors, and the Internal Audit Division. This ensures effective governance and promotes safe and sustainable development. The Board of Directors has issued Resolutions and Decisions in compliance with the Law and SHB regulations.
  • Committees and units under the BOD regularly report on their responsibilities, providing comprehensive information about the Bank’s activities and ensuring compliance with legal regulations and the General Meeting of Shareholders’ Resolutions.
  • Board of Directors has set the direction for 2023 and the following years, focusing on four main pillars: Institutional reform, encompassing policies, regulations, and processes; People-centricity; Customer and Market-centricity; and IT platforms modernization and digital transformation.
1.4. Activities of Non-executive Independent Members of Board of Directors

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

1.5. Activities of Committees under the Board of Directors

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.

1

Strategy Committee

The Strategy Committee, an entity under the Board of Directors, provides advisory support in establishing vision, direction, strategic planning, and overseeing the execution of SHB’s strategy through various transformation initiatives. Specifically, in 2023, the Strategy Committee performed advisory and support functions for the Board of Directors in the following areas:

  • Formulating a strategic vision, devised drivers for growth, and guided business expansion based on SHB’s strengths and the prevailing trends observed in modern, advanced banking institutions regionally and globally.
  • Offering strategic guidance that factored in economic and business forecasts alongside an assessment of the current global business landscape.
  • Outlining strategies for international collaboration concerning capital resources, investments, M&A, partnership and alliance establishment, as well as international networking, which encompassed dealings with international financial entities, investors, and strategic consultancy firms on strategic issues.
  • Overseeing the organization and prioritization of SHB’s strategic initiatives proposed by BCG - the strategic consulting firm. Ensured that strategic implementation aligned with the organization’s developmental requirements, adhering to the customer and marketcentricity approach.
  • Directing and monitored the the execution of SHB’s strategy and international cooperation plans. Assessed investment effectiveness, capital structure, capital raising plans, asset portfolio structure, liquidity, and other issues impacting the Bank’s strategic development.
2

Human Resources Committee

The Human Resources Committee operates under the Board of Directors (BOD), providing advisory and assistance services to the BOD in executing its responsibilities and authorities regarding organizational and personnel affairs. Specifically, in 2023, the HR Committee performed the following advisory and support roles for the BOD:

  • Advising the BOD on institutional reforms, policies concerning human resources, salaries, bonuses, remunerations, organizational structure, rewards, and disciplinary measures.
  • Participating in the evaluation of candidates nominated for BOD membership positions to be elected at the 31st Annual General Meeting of Shareholders in 2023, in accordance with legal and SHB regulations.
  • Assisting the BOD in approving and issuing decisions as per the BOD’s requirements and regulations.
  • Advising the BOD on reviewing, evaluating, and assigning personnel for positions under the BOD’s management authority and managing the BOD’s organizational and personnel tasks. Performing other duties assigned by the BOD/Chairman of the BOD related to the activities of the BOD, the Board of Supervisors, and units under the BOD and the Board of Supervisors.
3

Risk Management Committee

The Risk Management Committee operates under the authority of the Board of Directors, providing advisory support to facilitate the BOD’s strategic implementation and high-level oversight of risk management policies. Specifically, in 2023, the Risk Management Committee fulfilled the following advisory and support functions for the BOD:

  • Executing personnel optimization aligned with the directives and assigned tasks of the BOD for the term 2022-2027.
  • Advising the BOD and recommending to the Board of Management for the review, adjustment, and issuance of: Risk appetite, Credit direction for 2023, Delegation of authority for credit approval, Guarantee policies, Buying and selling debt regulations; Environmental and social risk management frameworks in credit operations at SHB; Internal credit rating models A-card and B-card for individual clients; evaluating and implementing strategies to address non-performing loans; revising the Internal Capital Adequacy Assessment Process (ICAAP) framework; lending policies; Asset-backed securities regulations.
  • Advising the BOD on personnel restructuring and revising the organizational operating guidelines of Boards, Committees under the BOD; establishing the Credit Management Division; adjusting and enhancing the organizational structure and operations of the Legal Department.
  • Developing plans and implementing specialized monitoring and risk management strategies for critical risks and significant risk events.
4

Internal Security Department

The Internal Security Department operates under the authority of the Board of Directors, advising and supporting the BOD in ensuring security across the entire SHB system and its subsidiaries in 2023:

  • Developing banking system safety and security strategies and policies: Implementing internal security and information security measures; Creating contingency plans for potential protests and armed incidents at SHB locations; Coordinating with oversight units to review and enhance internal procedures and regulations; Advising the Chairman of the BOD on advanced security measures used by global financial institutions.
  • Implementing security measures at Bank transaction sites; Investigating and proposing solutions for information and customer data security; Coordinating with relevant units to ensure compliance with Banking regulations.
  • Organizing investigations conducting investigations and gathering information on banking operations to minimize risks and losses: Investigating internal misconduct allegations and proposing actions to the Chairman of the BOD; Collaborating with the Credit Recovery Committee on debt recovery strategies.
1.6. List of Board of Directors members with corporate governance training certifications:

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:

  • Between 2018 and 2023, SHB has sent 39 individuals, encompassing Members of the Board of Directors, Board of Supervisors, Board of Management, HO Unit Directors, Officers from the Board of Directors Office, Corporate Governance Officer and Company Secretary, as well as Assistants and Secretaries to the Board of Directors/Board of Management, among others, to participate in comprehensive training programs and receive certifications in Corporate Governance. These programs were organized by the State Securities Commission and reputable institutions. Additionally, Members of the Board of Directors and personnel from the Board of Directors Office also engaged in training sessions focusing on modern management system architecture conforming to international standards, as well as the conference dedicated to enhancing the Corporate Governance proficiency of listed enterprises on Vietnam’s stock market.
  • The Bank regularly organizes internal training programs to equip management and leadership skills for management team. From 2022 to 2023, SHB made substantial investments in training programs to bolster the management and leadership capabilities of leaders and managers across all tiers of the organization. These initiatives included the Capacity Building program - SHB Talent Lead Management & Leadership, which targeted 27 senior managers at the Head Office, a series of Bank Transformation Training Workshops attended by over 351 managers, and platform management skills training completed by 245 managers. From these training programs, in addition to improving and developing management capacity, the Bank also discovers and cultivates key personnel to implement strategic goals.

2. BOARD OF SUPERVISORS

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.

2.1. Members and Structure of the Board of Supervisors
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

2.2. Activities of the Board of Supervisors

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:

  • BOS meeting on January 9, 2023: Assessing the performance of Quarter IV-2022 and orientation for Quarter I-2023 of the BOS
  • BOS meeting on April 10, 2023: Assessing the performance of Quarter I-2023 and orientation Quarter II-2023 of the BOS
  • BOS meeting on July 10, 2023: Assessing the performance of Quarter II-2023 and orientation for Quarter III- 2023 of the BOS
  • BOS meeting on October 9, 2023: Assessing the performance of Quarter III-2023 and orientation for Quarter IV-2023 of the BOS

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:

1

Supervised the management and operational activities of SHB’s Board of Directors and CEO, ensuring compliance with legal provisions and SHB’s Charter.

2

Issued internal regulations of the BOS and Internal Audit during the period to ensure compliance with the regulations of the State Bank, the Charter and other current regulations of SHB, specifically:

  • Regulation on professional ethical standards of members of BOS issued together with Decision No. 34/2023/ QD-BKS dated April 10, 2023;
  • Internal audit process issued together with Decision 06/2023/QD-BKS dated January 18, 2023 and Decision No. 66/2023/QD-BKS dated August 18, 2023 amending a number of schedules in the Internal audit process;
  • Regulations on monitoring and inspection of the implementation of recommendations of the BOS and Internal Audit Division issued together with the Decision 09/2023/QD-BKS dated February 2, 2023;
  • Decision 18/2023/QD-BKS dated February 20, 2023 on amending and supplementing the Regulations on organization and operation of the Internal Audit Division issued together with Decision No. 58/2022/QD-BKS dated June 28, 2022;
  • Regulations on handling violations in Internal Audit activities issued together with the Decision 23.1/2023/ QD-BKS dated February 23, 2023;
  • Internal Audit Handbook issued together with Decision 27.1/2023/QD-BKS dated March 15, 2023.
3

Ensured performance of the internal audit function of the BOS:

  • By overseeing the operations of the Internal Audit Division with both planned and unannounced inspections and audits, the Board of Supervisors has ensured that internal auditing functions are performed autonomously, consistently, and comprehensively across all activities within each business unit of SHB.
  • The BOS instructed the Internal Audit Division to conduct remote oversight of SHB unit operations in accordance with the Internal Audit process guidelines and to monitor prudential indicators as per the State Bank of Vietnam regulations. They also mandated the utilization of information technology to develop monitoring methodologies, techniques, and tools.
  • Carried out monitoring and supervision of rectification and handling of shortcomings discovered through the audit process; Directed the Internal Audit Division to participate in resolving complaints and denunciations; Directed the thourough and timely implementation of periodic reports according to regulations of the State Bank of Vietnam and internal regulations of SHB.
  • Focused on training to enhance the professional qualifications of Internal Audit officers and staff, ensuring that Internal Audit operations meet both quantitative and qualitative standards.
  • Performed other functions and tasks of Internal Audit according to the provisions of the Charter, other regulations of SHB and relevant laws.
4

Ensured full and accurate appraisal of SHB’s 2022 financial statements and interim financial statement for the first 6 months of 2023 according to the provisions of law and SHB.

5

Checked accounting books, other documents and management operations of SHB and promptly notify the Board of Directors when detecting violations by Bank managers.

6

Timely updated the list of major shareholders and related people of members of the BOD, members of the BOS, CEO, institutional shareholders and other individual shareholders of SHB participating in share capital contributions according to provisions of law and SHB’s Charter.

7

Efficiently collaborated with the Independent Auditor, State Auditor, Government Inspectorate, and State Bank Inspectorate during their engagements at SHB.

3. TRANSACTIONS, REMUNERATION AND BENEFITS OF THE BOARD OF DIRECTORS, BOARD OF MANAGEMENT AND BOARD OF SUPERVISORS

3.1. Salary, bonus, remuneration, benefits

Unit: VND billion

2023
Board of Directors 14,011
Board of Supervisors 4,620
Board of Management 22,307
3.2. Shares transactions of internal shareholders

View detail PDF page 98

3.3. Shares transactions of internal shareholders

View detail PDF page 100

4. Evaluating the implementation of corporate governance regulations

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.

4.1. OVERALL ASSESSMENT ON CORPORATE GOVERNANCE
  • Shareholders are involved in approving and amending SHB’s Articles of Association, issuing shares, electing the Board of Directors and Board of Supervisors members, and addressing agenda items under the authority of the General Meeting of Shareholders.
  • Shareholders refer to the AGM documents uploaded on the website to vote on relevant topics and submit their votes to SHB before the AGM. These votes are validated and included in the final count as approvals, disapprovals, or abstentions during the AGM.
  • Ensure dividend payment to shareholders within 30 days from the date the Board of Directors issues a Resolution on dividend payment and within 06 months from the date of the AGM.
  • Publish meeting notices and AGM documents on the Bank’s website; Providing comprehensive documentation, information, and explanations for issues presented at the AGM for approval.
  • Full disclosure of information about Board of Directors candidates, dividend payment policy in the AGM documents and the Annual Report.
  • Shareholders have the right to nominate and elect members of the Board of Directors regardless of whether they are major shareholders or minority shareholders.
  • Participate in the AGM by the Board of Directors, Board of Management, Board of Supervisors and shareholders.
  • As a publicly listed entity with a substantial shareholder base, SHB prioritizes transparency in information disclosure. SHB consistently and proactively discloses periodic and ad-hoc information fully and promptly, adhering to regulatory deadlines, through various media channels such as its website (in both Vietnamese and English), stock exchange websites, the State Securities Commission, and the Vietnam Securities Depository. In 2023, SHB complied with all regulations by disclosing periodic and adhoc information, including financial statements, corporate governance reports, annual reports, AGM details, shareholder opinions, and capital increase information through share issuance for dividends.
  • SHB facilitates shareholders’ swift access to information regarding the Bank’s business performance during the AGM. Based on the presented reports and proposals, shareholders have the right to directly question and make recommendations to SHB’s leadership before voting on important matters related to SHB’s operations. All AGM documents are fully posted on SHB’s website, ensuring transparency and full access to information for all shareholders and the investment community.
  • Furthermore, SHB proactively assists and addresses investors’ inquiries and information requests via indirect channels, including email, telephone, and the website.
  • SHB has established a stable dividend policy that provides high returns for investors while balancing shareholder interests and ensuring resources for SHB’s growth. Over the past five years, SHB’s average dividend payout ratio has been 11.3%. In 2023, SHB paid a dividend of 18% for the fiscal year 2022.
  • SHB publishes and implements social welfare policies for the local communities where it operates, as well as health, safety, welfare, and training programs for employees.
  • Contact information is provided on the Bank’s website and in the annual report, allowing stakeholders such as customers, partners, and shareholders to address their concerns.
  • SHB develops, issues, and publishes internally and on its website procedures for filing complaints about illegal behavior, including a Code of Conduct and Ethics, and anti-corruption regulations to guide corporate culture.
  • SHB establishes and practices procedures for selecting suppliers and contractors.
  • SHB has reward policies linked to the performance of its units.

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.

  • The roles and responsibilities of members of SHB’s Board of Directors and regulations on corporate governance are detailed in SHB’s Charter and corporate governance regulations.
  • The Board of Directors has organized meetings in 2023 and disclosed each member’s meeting attendance in the annual report.
  • The Bank has set up committees under the Board of Directors, conducted assessments of both members of BOD and committees, and disclosed these evaluations in the annual report.
4.2. Plan to enhance corporate governance efficiency

With the objective of progressively aligning with regional and global corporate governance standards, SHB will continue to improve its corporate governance activities as follows:

  • Further refining and issuing comprehensive information disclosure regulations for the securities market, ensuring strict adherence to Circular 96/2020/TT-BTC of the Ministry of Finance and other relevant legal requirements;
  • Strive to exceed the standards set by current regulations and international practices to provide comprehensive information to both domestic and international shareholders and investors.
  • Develop a succession plan, orientation programs, and training for new and current Board of Directors members to ensure the leadership team has the necessary experience and skills to fulfill their duties.
  • Create a specific roadmap to approach the requirements for the proportion of independent members of BOD in accordance with best governance practices and Vietnam law.
  • Increase the involvement of independent members in Committees under BOD, enhancing their effectiveness in advising and supporting the BOD, and strengthening the independence of these Committees.
  • Conduct additional extended BOD meetings beyond the regular ones to discuss key issues related to business direction and strategic solutions.

(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.

4.3. Detailed assessment of SHB’s corporate governance practices according to the ASEAN Corporate Governance Scorecard

View detail PDF page 103 – 113

5. RISK MANAGEMENT

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.

5.1. Risk management framework at SHB

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.

5.2. Risk management structure

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.

5.3. Material risks management

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.