CORPORATE GOVERNANCE

• Members of BOD have strictly followed the issued regulations including Internal regulations on corporate governance, Regulations on BOD operation, Regulations on coordination among Standing Board of the Company’s Party Committee, BOD and General Director.
• BOD has reviewed, updated and submitted to GMS for approval on amendment of the Company’s Charter, Internal regulations on corporate governance and Regulations on BOD operation in accordance with current regulations and the best corporate governance practices, thereby clearly defining BOD’s roles and responsibilities, each member, GD and coordination mechanism among BOD/GD/SB to promote the BOD operational efficiency.
• BOD has issued regulations and decisions under BOD’s competency in accordance with actual situation, task requirements and consistent orientations, creating conditions for BOM to manage all the Company’s activities, building the Company stronger and stronger.
• With the assigned tasks, members of BOD have planned and executed their rights and responsibilities as well as regularly exchanged contents and directions to get consensus in direction. BOD has also regularly reviewed and updated its operation plan, ensuring that all activities are in conformity with the actual management situation.
• Closely monitoring the Company’s operation, promptly giving opinions to GD upon the BOD’s responsibilities and competence.
• Corporate governance is strictly followed Internal regulations on corporate governance, the Company’s Charter, and Regulations on BOD operation. Chairman and members in charge have regularly supervised and directed the implementation of GMS resolutions and BOD’s resolutions/decisions, including GD supervision and direction in execution of the Company’s activities.
• Holding Annual General Meeting of Shareholders in accordance with regulations, accordingly submitting to GMS for approval on the following issues: Business results in 2020 and business plan in 2021; BOD’s report in 2020 and operation direction in 2021; SB’s Report in 2020, SB’s operation plan in 2021 and selection of auditor for financial statements in 2021; Audited financial statements for the fiscal year ended 2020; Profit distribution plan, extraction for funds, and dividend payment in 2020 and profit distribution plan in 2021; Report on salary, bonus and remuneration in 2020 of BOM and plan of BOD and SB in 2021; Supplementing and amending the Company’s business operations; approving the Company’s Charter, Internal regulations on corporate governance, Regulations on BOD operation, and Regulations on SB operation. GMS also dismissed and elected additional members of BOD and SB in accordance with regulations, ensuring proportion of independent members as regulated. BOD has issued relevant resolutions for BOM to implement.
• BOD has reviewed and updated development plan until 2025 with 5 strategies and development orientation to 2035-2045 of the Company in combination with regular supervision to ensure that the Company’s activities are complied with the Company’s development strategy.
• Hiring International Finance Company (IFC) to assess and build BOD operation according to good practices, thereby continuing to carry out detailed works in line with the recommendations to improve corporate governance capacity.
• Establishing 02 committees: Audit and Risk Management Committee (A&R) and Governance, Human Resource and Remuneration Committee under BOD, in which independent members of BOD undertake the positions of chairmen of committees, to strengthen risk control, governance and other fields, according to functions and tasks; developing and issuing Operational Regulations, assigning detailed duties to the committee members.
• Hire Deloitte Vietnam Co., Ltd. to give advice and support in developing and standardizing Internal Audit Committee according to good practices, focusing on risk control and giving advice to the Company.

• In 2021, BOD had 12 monthly meetings and 34 times to get opinions in written to give comprehensive directions on all respects of the Company’s activities, considering business and production situation, investment projects, especially pushing NPK project schedule and timely give instruction in the context of complicated developments of Covid-19 pandemic. In addition, BOD held and attended 39 other meetings/training sessions (21 seminars, 9 training sessions and 9 short meetings to deal with the submittals from GD) to make intensive discussion on professional works or strategic orientations and instruct BOM to implement.
• BOD’s meetings are conducted in accordance with the procedures as specified in the Charter and Internal regulations on corporate governance. Meeting agenda and related materials are summarized and sent by the Company’s secretary before the meeting.

BOD has assigned each member to be in charge of different professional tasks. Accordingly, the members have actively made plan for their works, regularly supervised and pushed BOM in implementation of BOD’s resolutions/decisions, and made discussion to timely give instructions on business and production activities, to be specific:

ALL MEMBERS OF BOD, BASED ON THEIR ASSIGNED TASKS, HAVE PERFORMED THEIR ROLES AND RESPONSIBILITIES IN A GOOD MANNER, CONTRIBUTING TO THE COMPANY’S FULFILLMENT OF BUSINESS PLAN FOR 2021 AS ASSIGNED BY GMS.

Activities of independent members

• Independent members have effectively promoted their roles in inspecting and supervising the Company’s production and business as well as executing their functions and responsibilities to ensure general benefits of the Company and shareholders.
• PVCFC’s independent members have fully participated in meetings and given opinions and voting on major issues of BOD. The independent members’ opinions in their assigned areas in 2021 showed their right roles and responsibilities, ensuring objectivity and independence.

Assessment of independent members on the Company’s operation

• PVCFC’s BOD has developed operational plan and appointed each member to be in charge of a specific field, in accordance with their functions and duties, to promote the knowledge and experience of each member and create favorable conditions for independent members to fully exercise their rights and obligations.
• The activities of BOD comply with the principles of corporate governance as prescribed in the Law on Enterprises, the Company’s charter, the regulations on internal governance and BOD’s operation, and other legal regulations
• BOD has operated in compliance with regulations on corporate governance of listed companies, ensuring favorable conditions for independent members to fully exercise their rights and obligations.
• BOD has successfully performed its role of inspecting and supervising production and business management of the Company. Inspection and supervision are carried out regularly and closely, ensuring that the Company’s operations comply with the prevailing regulations. BOD has also regularly reviewed and updated BOM decentralization to reduce participation in specific activities, thereby focusing more on orientation and supervision.
• BOD regularly reviewed and updated plan targets to ensure that the activities are consistent with the Company’s development strategy and built a long-term strategy to develop more and more sustainably.
• BOD has focused on improving corporate governance by hiring consulting firms (IFC, Deloitte, etc.) to assess the Company’s corporate governance, thereby building a roadmap in line with the best corporate governance practices; established 02 Committees (Audit and Risk Management Committee and Governance, Human Resources and Compensation Committee) to strengthen governance and supervisory role of the committees. (Although according to Point a, Clause 1, Article 137, Law on Enterprise 2020, the Company’s organizational management structure includes GMS, BOD, GD and SB and committees are not compulsory).
• BOD, BOM and GD had a good coordination to make right and timely decisions to ensure smooth and effective production and business activities of the Company.