strategies for reaching higher
PROACTIVE AND FLEXIBLE ADAPTATION
EVALUATING THE COMPANY GOVERNANCE PERFORMANCE BASING ON THE SCORECARD OF CORPORATE COMPANY GOVERNANCE IN ASEAN
Evaluation on the implementation of regulations on Company Governance
Law compliance
In 2022, PVCFC complies with all essential legal provisions related to Company Governance, as well as governance regulations for listed companies.
Compliance with international standards
While the company’s operations, PVCFC has always strived to its quality to meet international standards by applying and gradually improving Score to ASEAN Corporate Governance criteria, including the following key issues:
Equal treatment to the shareholders:
- PVCFC provides complete and transparent information in accordance with regulations for all shareholders in both Vietnamese and English languages.
- All shareholders have the right to attend or authorize attendance at PVCFC’s Annual General Meeting.
Securing shareholders’ rights
- In 2022, PVCFC ensures the rights of all shareholders, investors, including financial benefits, access to information, and participation in some important decisions of the Company. Ensure the rights and roles of stakeholders.
Guaranteeing the rights and roles of the stakeholders
- Information related to the company’s governance situation, business activities, and unusual information is also disclosed by PVCFC in a timely manner on the company’s website, HOSE, and SSC to ensure transparency and the interests of all shareholders and investors.
Application of technology in Company Governance
- PVCFC continues to promote its digital transformation strategy, improving its Company Governance process in a modern, scientific, and efficient direction
- From the early days, the company has had a vision and strategy to strengthen and enhance the application of Industry 4.0 achievements in its operations to standardize processes, unify data, and ensure strong professional connections between internal units through Big Data systems.
- Specifically, since 2015, PVCFC has begun to implement an ERP system. By early 2016, the company officially operated the system, which was seen as an early start to PVCFC’s digital technology application.
- Currently, PVCFC owns a diverse ecosystem, including: ERP system, electronic office system (Eoffice), digital system for production management (DCS, APC...), maintenance and repair (SAP-PM, System #1, etc.), digital system for business operations and customer services (DMS), human resource management system (HRM), digital system for marketing and communication operations (CRM), 2Nong App, etc.
- In 2022, the company strongly implements the use of digital signatures for all employees
- These digital transformation achievements help PVCFC handle professional work, decision-making and general administration in the fastest and most accurate way, contributing to reducing procedure time, bringing high processing efficiency, and improving efficiency. fighting quality work.
Disclosure and transparency of information
- Information related to the company’s governance situation, business activities, and unusual information is also disclosed by PVCFC in a timely manner on the company’s website, HOSE, and SSC to ensure transparency and the interests of all shareholders and investors.
Enhancing the responsibilities of the BOM to shareholders
- All activities of the BOM are conducted transparently, for the highest benefit of the company and shareholders, and concern with stakeholders.
The questionnaire on Company Governance
Convention:
Good: Follows 100% practice
Unresponsive: Not satisfying the practice
Incomplete: Partially accomplished but not complete under the Practice
N/A: This case does not happen at PetroVietnam Ca Mau Fertilizer Joint Stock Company (stock code: DCM)
PVCFC conducted an assessment of the Company Governance based on the ASEAN Corporate Governance Scorecard. As a result, PVCFC achieved a 100% compliance rate with the standard score of 158/184, accounting for 85.9%. However, there were 25 criteria that were not fully met, and one criterion was not applicable. PVCFC will consider improving in these areas in the coming years. specifically, the evaluation criteria were as follows:
QUESTIONS
CONTENTS OF THE QUESTIONS
EVALUATION
GROUND FOR EVALUATION
A.
RIGHTS OF THE SHAREHOLDERS
A.1
Basic rights of the shareholders
A.1.1
Does the company pay dividends (interim and final dividends each year) fairly and promptly; meaning all shareholders are treated equally and paid within 30 days after being (i) disclosed for interim dividends and (ii) approved by shareholders at the SGM for final dividends. In the case where the company discloses a choice to pay dividends in the form of “Scrip dividend”, will the company pay dividends within 60 days from the disclosure date?
According to the Company’s dividend policy: Dividends are paid within 03 months from the date of the GMS.
A.2
The right to participate in decisions related to important changes of the Company
Shareholders have the right to participate
A.2.1
-
A.2.3
-
A.2.3
Do the shareholders have the right to participate in: Amending the company’s regulations to allow for the application of additional shares, transfer of all or a significant portion of the company’s assets leading to the sale of the company?
Refer to Article 14 of the Company’s Charter.
A.3
The right to effectively participate and vote at the SGM, and to be informed of the GMS meeting rules, including voting procedures
A.3.1
Do shareholders have the opportunity, as shown by the agenda item, to approve remuneration or any increase in remuneration for Non-executive members of the BOM?
The GMS approved the remuneration of the BOM as shown in the document of the SGM 2022.
A.3.2
Does the company allow non-controlling shareholders the right to nominate Members of the BOM?
Refer to Article 24 of the Company's Charter.
A.3.3
Does the company allow shareholders to elect each Member of the BOM?
Refer to Article 21 of the Company's Charter.
A.3.4
Does the company disclose the voting procedure used before the SGM?
Voting procedures are published in the GMS as prescribed.
A.3.5
Do the minutes of the latest SGM record that shareholders have the opportunity to ask questions or propose issues?
Refer to the minutes of the AGM.
A.3.6
Does the company disclose the voting results including the number of votes for, against and blank for each draft content of the latest GMS?
A.3.7
Does the company disclose the list of Members of the BOM attending the latest SGM?
A.3.8
Does the company disclose that all members of the BOM and CEO attended the most recent AGM?
A.3.9
Does the company allow absentee voting?
A.3.10
Does the company use voting based on the number of votes of Shareholders (not by show of hands) for all Resolutions at the latest SGM?
Vote by "voting card" on issues at the General Meeting according to each item according to the percentage of shares owned.
A.3.11
Does the company disclose that it has appointed an independent party (checker, supervisor) to count and or verify votes at the SGM?
At the General Meeting, one shareholder is always invited to participate in supervising the counting of votes.
A.3.12
Does the company publicly disclose on the next working day the voting results for all the Resolutions in the most recent SGM?
Minutes and resolutions of the GMS are published within 24 hours on the PVCFC website.
A.3.13
Does the company give notice at least 21 days in advance for the annual/extraordinary SGM?
At the 2023 AGM, the Company posted the SGM documents on the Company's website 21 days in advance.
A.3.14
Does the company provide the basis, information and explanation for each item in the draft Resolution that needs to be approved by Shareholders in the notice of the GMS, documents of the GMS, the draft or attached reports?
Documents of the AGM provided sufficient information and basis on the issues submitted to the GMS for approval.
A.3.15
Does the company give shareholders the opportunity to propose issues in the agenda of the SGM?
- Before the General Meeting, shareholders can submit proposals on issues to be included in the agenda of the GMS (must be in writing and must be sent at least three (03) working days before the opening date of the GMS).
- At the General Meeting, the Company always spends more than 30 minutes for shareholders to ask questions to the BOM about the issues on the agenda of the Meeting, including questions related to independent audit…
- The discussion questions are recorded in the minutes of the meeting.
A.4
The Company’s takeover market must be allowed to operate in an efficient and transparent manner
A.4.1
In cases of mergers, acquisitions, or takeovers that require shareholder approval, Does the BOM of the Company shall appoint an independent party to evaluate the reasonableness of the merger or acquisition transaction price?
In 2022, PVCFC did not have these cases.
A.5
It is necessary to facilitate the exercise of ownership rights for all shareholders, including institutional investors
A.5.1
Does the company publicly disclose policies/practices to encourage shareholders to attend the GMS or participate and contribute to the Company’s activities?
PVCFC organizes shareholder and investor meetings to update business results. Investor relations department is ready to answer questions as well as receive feedback from shareholders and investors.
B.
EQUAL TREATMENT TO SHAREHOLDERS
B.1
Shares and voting rights
B.1.1
Each ordinary share of the Company has 1 vote?
The program of voting rules at the General Meetings clearly shows this content.
B.1.2
In case the Company has more than 1 class of shares, does the Company disclose the number of votes attached to each class of shares?
PVCFC has only one type of stock: common stock.
B.2
Disclosure of the AGM
B.2.1
Each Resolution in the most recent GMS is only related to one content of the draft Resolution, that is, not to include many contents in the same Resolution?
The Resolution of the General Assembly has well implemented this principle.
B.2.2
Was the notice and document of the most recent SGM fully translated into English and published on the same day as the document in the local language?
Documents of the GMS have not been translated into English.
B.2.3
Provide biographies of Members of the BOM to be elected/re-elected?
Disclosed in the documents of the GMS.
B.2.4
Are the auditors to be elected/re-elected clearly identified?
PVCFC has disclosed information such as name, age, training level, expertise, working history and positions held at other companies...
B.2.5
Power of attorney to attend the GMS is provided easily?
Uploaded on PVCFC website.
B.3
Insider trading and abuse of personal gain must be prohibited
B.3.1
Does the company have a policy or regulation that prohibits Members of the BOM and employees from profiting from knowledge that is not publicly available?
Refer to Article 65, Internal Governance Regulations.
B.3.2
Are the Members of the BOM required to report trading in Company shares within 3 working days?
PVCFC has been implementing this principle well in accordance with the Company’s Regulations and Charter.
B.4
Stakeholder transactions of Members of the BOM and senior management
B.4.1
Does the Company have a policy to require Members of the BOM to disclose relevant interests in transactions and any conflicts of interest with the Company?
- Refer to Clause 4, Article 24 of the Internal Regulations on Company Governance.
- In 2022, the Company issued the Regulation on management of conflicts of interest & transactions with related people.
B.4.2
Does the Company have policy to require a Subcommittee of the Independent Members of the BOM to review material Stakeholder transactions to determine whether they are in the best interests of the Company and its shareholders?
Refer to Clause 2, Article 39 and Clause 4, Article 42 in the Company’s Charter.
B.4.3
Does the company have a policy to require Members of the BOM not to attend the BOM meetings in meetings about trading activities where the members have conflicts of interest?
As stipulated in the Regulation on management of conflicts of interest & transactions with related persons published in 2022.
B.4.4
Does the company have a loan policy for Members of the BOM that prohibits this practice or ensures that loans are made on a fair transaction basis at market rates?
As stipulated in the Regulation on management of conflicts of interest & transactions with related persons published in 2022.
B.5
Protecting minority shareholders from abuses
B.5.1
Does the company disclose that Stakeholder transactions are conducted in a manner that ensures that such transactions are reasonable and according to market mechanisms?
Presented in the Annual Report
[Chapter IV - M3].
[Chapter IV - M3].
B.5.2
In the event that shareholder approval is required through Stakeholder transactions, the voting for approval must be voted on by unrelated shareholders.
C.
ROLES OF STAKEHOLDERS
C.1
The rights of the stakeholders prescribed by Law or under bilateral agreements must be respected. The company has published policies and practices regarding:
C.1.1
Disclose policies and practices to protect customer interests?
Presented in the Annual Report.
C.1.2
Disclose the policy and practices, processes and procedures for selecting contractors?
C.1.3
Disclose policies and practices, describe the Company’s efforts to ensure that the Company’s value chain is environmentally friendly or suitable for promoting sustainable development?
C.1.4
Disclose policies and practices, describing the Company’s efforts in interacting with the communities in which it operates?
C.1.5
Disclose anti-corruption policies and practices?
C.1.6
Disclose policies and practices, describing how to protect the interests of creditors?
PVCFC will consider additional policies to protect the interests of creditors.
C.1.7
Does the company write its own content report describing its efforts on social and economic environmental issues?
Presented in the Annual Report.
C.2
When the interests of stakeholders are protected by Law, stakeholders must have the opportunity to effectively complain when their interests are violated.
C.2.1
Does the Company provide contact information on the Company’s website or Annual Report so that stakeholders (eg: customers, suppliers, the public...) can use to speak up. about concerns and or complaints about possible violations of their rights?
PVCFC has published contact information on the Company’s website, Annual Report.
C.3
Mechanisms to improve worker participation should be allowed to be developed
C.3.1
Does the company clearly disclose its employee health, safety and welfare policy?
Fully covered in the Annual Report.
C.3.2
Does the company disclose relevant information about policies and training and development programs for employees?
C.3.3
Does the company have a reward policy to promote the company’s performance in the long term rather than the short term?
C.4
The stakeholders, including both employees and organizations representing them, must be free to express their concerns about illegal or unethical activities to the BOM, and this must not affect their rights and interests
C.4.1
The Company has a whistleblower policy that includes a complaint process for employees and stakeholders about illegal (including corrupt) or unethical behavior and provides detailed complaint contact information. details mentioned on the Company website or Annual Report?
Defined in the Cultural Identity, the regulation on implementing democracy, the regulation on dialogue and the regulation on receiving citizens at the Company. In addition, PVCFC also applies the Workplace channel to deploy more centralized information receiving channels for employees in the Company.
C.4.2
Does the company have a policy or procedure to protect individual employees from retaliation and for disclosing illegal/unethical behavior?
D.
INFORMATION DISCLOSURE AND TRANSPARENCY
D.1
Transparent ownership structure
D.1.1
Does shareholder information reveal the identities of owners holding 5% or more shares?
Specifically presented in the Annual Report and the annual Company Governance report.
D.1.2
Does the company disclose direct and (supposedly) indirect share ownership by major shareholders?
D.1.3
Does the company disclose direct and (supposedly) indirect share ownership of Members of the BOM?
D.1.4
Does the company disclose direct and (supposedly) indirect share ownership of the Executive Board?
D.1.5
Does the company disclose details about the Parent Company, Subsidiaries, Associates, Joint Ventures and the enterprise/Special Purpose Company (SPE)/ (SPV)?
Refer to Financial Statements and Annual Reports.
D.2
Quality of Financial Statements
D.2.1
-
D.2.7
-
D.2.7
- Company objectives
- Financial performance indicators
- Non-financial performance indicators
- Dividend policy
- Biographical details of the Members of the BOM
- Details of the attendance of each Member of the BOM at Board of Management meetings held during the year
- Total remuneration of each Member of the BOM
Refer to Financial Statements and Annual Reports.
D.2.8
Does the Annual Report typically include a statement or declaration affirming the company’s full compliance with the rules of Corporate Governance, and in the event of non-compliance, it should clearly identify and explain the reasons for each such issue?
Refer to the Annual Report.
D.3
Disclosure of Stakeholder transactions
D.3.1
Does the company publish a policy on reviewing and approving material Stakeholder transactions?
Refer to Annual Report and Financial Statement.
D.3.2
Does the company disclose the name, relationship, nature, and value of each material Stakeholder transaction?
D.4
The Members of the BOM trades Company shares
D.4.1
Does the Company disclose transactions of the Company’s shares conducted by the Company’s insiders?
Before the stock transactions take place, insiders are required to disclose information three (3) days prior to the transaction, and all transactions are reported in the Management Report and Annual Report.
D.5
Independent Auditor and Audit Report
D.5.1
Are audit/non-audit service fees publicly disclosed?
The company has information about signing a contract with the audit company, but has not disclosed the audit service fees..
D.5.2
Is the non-audit service fee higher than the audit service fee?
The company has hired specialized firms for advice on building internal control systems (such as PwC) and tax advisory services (such as Deloitte). When hiring, PVCFC is always cautious in considering potential conflicts of interest.
D.6
Media
Does the company use the following forms of communication?
D.6.1
Quarterly Report
The company publishes on the website and the mass media according to the time limit for information disclosure.
D.6.2
Company website
The company has a website in Vietnamese and English to ensure that the information is transmitted appropriately.
D.6.3
Analyst's rating
Every year, the Company holds a meeting of shareholders and investors to update the Company's business results.
D.6.4
Information on media press conference
The company regularly has articles to update the business situation, promote images on the media.
D.7
Submit annual report/financial report on time
D.7.1
Is the audited annual financial statements disclosed to the public within 120 days from the end of the financial year?
The company complies with the regulations.
D.7.2
Is the annual report disclosed to the public within 120 days from the end of the financial year?
The company complies with the regulations.
D.7.3
Is the truthfulness and reasonableness of the annual financial statements confirmed by the Members of the BOM or an authorized executive member of the Company?
Audited financial statements with a Report of The Board of General Directors showing this.
D.8
Company website
The company has a website that publishes updated information about:
D.8.1
-
D.8.6
-
D.8.6
- Financial report (latest quarter)
- Documentation of analysts and media agencies
- Annual report can be downloaded
- Notice and documents of the GMS and/or Extraordinary GMS
- Minutes of the GMS and or the Extraordinary GMS
- The Company Charter can be downloaded
Refer to the Company’s website by following the link: https://www.pvcfc.com.vn
Shareholder relations section.
Shareholder relations section.
D.9
Investment relations
D.9.1
Does the company disclose contact information (e.g. phone number, fax and email) of the officer/department responsible for investment relations?
The Company’s website has a contact and FAQ section and hotline numbers for individuals/units to contact conveniently.
E.
RESPONSIBILITIES OF THE BOM
E.1
Roles and Responsibilities of Members of the BOM
The responsibilities of the BOM and Company Governance are clearly defined
E.1.1
Does the company publish the Company Governance, Charter of Board of Management regulations?
The Company's website publishes the Internal Regulations on Company Governance.
E.1.2
Are the types of decisions that require the approval of Members of the BOM to be made public?
Resolutions/Decisions of the Board of Directors are disclosed in accordance with Circular 155/2015/TT-BTC and are presented in the Corporate Governance Report and Annual Report.
E.1.3
Are the roles and responsibilities of Members of the BOM clearly defined and disclosed?
Company Governance's Charter and Internal Regulations clearly state the roles and responsibilities of Members of the BOM.
Company’s vision and mission
E.1.4
Does the company have the latest vision and mission statement?
Refer to the Company's website, Annual Report.
E.1.5
The Members of the BOM play an important role in developing and reviewing the Company's strategy each year?
Annually, the BOM reviews and develops the Company's strategy and is presented in the Annual Report and SGM documents.
E.1.6
Do the members of the BOM monitor the implementation of the Company's strategy?
Quarterly, the BOM reviews and reports on the implementation of the strategy quarterly and recommends adjustments suitable to the Company's situation.
E.2
Structure of the BOM
Code of Ethics or Conduct
E.2.1
Are details of the Code of Ethics or Conduct publicly available?
The Company's website can detail and explain the meaning of 04 core values of the Company; codes of ethics and conduct with stakeholders. At the same time, the Company has a handbook "Cultural Identity of Ca Mau Fertilizer" and will consider posting it on the Company's website.
E.2.2
Does the company disclose that all Members of the BOM, senior management and employees must comply with the code?
The Company has disclosed its compliance with the Code to the BOM, the Executive Board, managers and employees.
E.2.3
Does the company disclose how to implement and monitor compliance with the Code of Ethics or Conduct?
The Company has published a Code of Business Conduct.
Composition and structure of the BOM
E.2.4
Independent Members of the BOM makeup at least 50% of the Members of the BOM?
The company applies a governance model with the Supervisory Board. In which, the Company has 2/7 Members of the BOM who are independent members.
E.2.5
Does the company have a term limit of 9 years or less or 2 terms of 5 years for Independent Members of the BOM?
The Company's Charter specifically stipulates that the term of Members of the BOM shall not exceed 5 years. At the same time, the criteria and conditions are that Independent Members of the BOM “are not a person who has worked as a Member of the BOM, the Supervisory Board of PVCFC at least in the previous five (05) years and has not done so for more than 2 terms".
E.2.6
Has the Company set a limit of up to five Board of Management positions that an Independent Member of the BOM/non-executive may hold simultaneously in other Companies?
The Company's Charter stipulates: “The Members of the BOM may concurrently be Members of the BOM of another Company, but may not be Members of the BOM of more than five (5) other companies. from August 1, 2019”.
E.2.7
Does the company have any Executive Members of the BOM serving at more than 2 the Boards of Management of listed companies outside the Group?
No. All Members of the BOM do not hold managerial - executive positions at other companies.
E.2.8
Does the company have the HR Sub-Committee?
The company has the Board of HR Management & Remuneration.
E.2.9
Does the HR Sub-Committee consist of a majority of Independent Members of the BOM?
Yes. Internal Auditing Committee is managed by Independent Members of the BOM.
E.2.10
Is the Chairman of the HR Sub-Committee Independent Members of the BOM?
Yes, the Board of HR Management & Remuneration is run by Independent Members of the BOM.
E.2.11
Does the company disclose the operating regulations/governance structure/charter of The HR Sub-Committee?
Yes. The Board of HR Management & Remuneration's charter and regulations are publicly disclosed.
E.2.12
Does The HR Sub-Committee meet at least 2 times a year and are publicly available?
Twice a year, the Board of HR Management & Remuneration meets and reports to the BOM.
Remuneration and Bonus Sub-Committee
E.2.13
Does the company have a Remuneration Sub-Committee?
Yes, the Board of HR Management & Remuneration handles it.
E.2.14
Does the Remuneration Sub-Committee include a majority of Independent Members of the BOM?
Same as item E.2.9.
E.2.15
Is the Chairman of the Remuneration Sub-Committee Independent Members of the BOM?
Same as item E.2.10.
E.2.16
Does the company disclose the operating regulations/governance structure/charter of the Remuneration Sub-Committee?
Same as item E.2.11.
E.2.17
Does the Remuneration Sub-Committee meet at least twice a year and is publicly disclosed?
Same as item E.2.12.
Audit Subcommittee
E.2.18
Does the company have an Audit Committee/The Supervisory Board?
Yes, the Internal Auditing Committee is led by the Independent Members of the BOM.
E.2.19
Does the Audit Committee/The Supervisory Board consist of all Non-executive members of the BOM with a majority of Independent Members of the BOM?
The Internal Auditing Committee is managed by the Independent Members of the BOM.
E.2.20
Is the Chairman of the Audit Committee Independent Members of the BOM?
In charge of the Internal Auditing Committee are Independent Members of the BOM and has experience and expertise in finance.
E.2.21
Does the company publish the operational regulations/governance structure/charter of the Audit Committee/The Supervisory Board?
The Charter, internal regulations on Company Governance and the operation regulations of the Audit Committee stipulate this content.
E.2.22
Does at least one Independent Member of the BOM of the Audit Committee have accounting expertise (accounting qualifications or experience)?
The person in charge of the Audit Committee is a person with experience and expertise in finance.
E.2.23
Does the Audit Committee meet at least 4 times a year and is it made public?
Quarterly, the Audit Committee meets and sends reports to the BOM.
E.2.24
Does the Auditing Subcommittee have primary responsibility for making recommendations on the appointment and dismissal of independent auditors?
Quarterly, the Audit Committee meets and sends reports to the BOM.
E.3
Operation process of the BOM
Meeting and attending the BOM
E.3.1
Is the BOM meeting scheduled before the start of the financial year?
The BOM prepares and issues the BOM meeting plan at the beginning of the year to submit to the BOM.
E.3.2
Do the members of the BOM meet at least six times a year?
In 2022, the Shareholders' General Meeting held 15 sessions (detailed in the 2022 Governance Report).
E.3.3
Does each Member of the BOM attend at least 75% of the BOM meetings during the year?
Each Member of the BOM attends 100% of the meetings.
E.3.4
Does the company have a minimum attendance requirement of 2/3 of the Members of the BOM for the BOM's decision-making meetings?
Referring to Clause 8, Article 29 of the Company's Charter states as follows: “Meetings of the BOM are conducted when at least three quarters (3/4) of the total number of Members of the BOM are present. directly or through a representative if approved by a majority of the Members of the BOM”.
E.3.5
Do the Company’s non-executive members of the BOM hold a private meeting at least once a year without the presence of Executive Members?
Except for the General Manager, all the remaining members of the BOM are non-executive members.
Approach to information
E.3.6
Are documents for the BOM meetings provided to the BOM at least 5 business days prior to the BOM meeting?
Notices and meeting documents of the BOM are sent to the Members of the BOM at least five (05) working days before the meeting date.
E.3.7
Does the Company Secretary play an important role in assisting the BOM in carrying out its responsibilities?
Refer to Clause 6, Article 29 of Company Governance's Charter and Internal Regulations.
E.3.8
Is the company secretary trained in legal, accounting or secretarial practice and accompanying the relevant departments?
PVCFC complies well with this criterion.
Appointment and re-election of Members of the BOM
E.3.9
Does the Company the criteria used to select the new Members of the BOM?
PVCFC complies well with this criterion. Members of the BOM of PVCFC are diverse in expertise, age and gender.
The term of members of the BOM at PVCFC is 5 years.
The term of members of the BOM at PVCFC is 5 years.
E.3.10
Does the company disclose the process adopted to appoint new Members of the BOM?
E.3.11
All Members of the BOM must be re-elected at least once every 3 years or every 5 years for Listed Companies operating in a country where a 5-year term is required by law?
Compensation issues
E.3.12
Does the company publish a customary remuneration policy for Members of the BOM and the Board of Directors?
Refer to the Annual Report.
E.3.13
Is the remuneration structure for Non-executive members of the BOM publicly available?
E.3.14
Does the shareholder or the BOM approve the remuneration of the Executive Members of the BOM and/or senior leadership?
The BOM’s remuneration is approved annually by the GMS. The BOM approved the salary range of The Board of General Directors, Functional Director.
E.3.15
Does the Company have measurable standards and policies to align remuneration based on the performance of the Executive Members of the BOM or the Executive Board with the long-term interests of the Company, such as: apply terms of withdrawal, refund policy (Clawback provision, deferred bonus)?
Will consider adding this indicator in the coming years.
Internal audit
E.3.16
Does the company have a separate Internal Audit function?
The company has a separate Internal Audit department.
E.3.17
Is the Head of Internal Audit identified, or if outsourced, is the name of the External Company made public?
Yes
E.3.18
Is the appointment and dismissal of the Internal Auditor subject to the approval of the Audit Committee?
The appointment and dismissal of the Internal Auditor shall be decided by the BOM.
Risk control
E.3.19
Does the company have an internal control process/Risk Management system and is periodically reviewed for effectiveness?
Quarterly, the Legal and Compliance Department performs to evaluate and update the risk management system.
E.3.20
Does the annual report disclose that Members of the BOM have reviewed the Company's key control points and Risk Management systems?
Refer to the Annual Report.
E.3.21
Does the company disclose key risks?
E.3.22
Does the annual report present a statement from the Members of the BOM or the Audit Committee on the adequacy of the internal controls of the Company's Risk Management system?
E.4
Personnel in the BOM
Chairman of the BOM
E.4.1
Two different people serving as president of the BOM and the Board of Directors?
At PVCFC, the titles of Chairman of the BOM and General Director are separated.
E.4.2
Is the Chairman Independent Members of the BOM?
The Chairman is not an Independent Members of the BOM.
E.4.3
Have any of the Members of the BOM been the former General Director/CEO of the Company in the previous 2 years?
Are not.
E.4.4
Are the BOM Chair’s roles and responsibilities publicly available?
The Charter and Regulations on governance specifically express this content.
Head of Independent Members of the BOM
E.4.5
If the Chairman of the BOM is not independent, does the BOM appoint experienced Independent Members of the BOM with clearly defined job requirements?
There are 2 Independent Members of the BOM to assist and carry out related work.
Skills and Abilities
E.4.6
Have at least 1 non-executive members of the BOM with previous work experience in the main field in which the Company is operating?
PVCFC has 6/7 Non-executive members of the BOM and members all have experience in the oil and gas, processing and financial industries.
E.5
Performance of the BOM
E.5.1
Does the company have an orientation program for the new Members of the BOM?
The contents of annual performance evaluation for the BOM/CEO are reflected in the Company's internal regulations. However, orientation programs for the new Members of the BOM are all oriented and trained in Company Governance.
E.5.2
Does the company have a policy to encourage Members of the BOM to participate in continuing or professional training programs?
The Company has policies to encourage Members of the BOM to participate in training programs undertaken by The Board of HR Management & Remuneration. Members regularly attend training classes on Company Governance.
Appointment and Effectiveness of the Board of Directors/The Executive Board
E.5.3
Does the Company disclose how Members of the BOM develop the succession plan for the position of Chairman/CEO and key personnel?
PVCFC has a plan to build a successor team, but has not yet disclosed it publicly.
E.5.4
Do the members of the BOM conduct an annual performance review of the Chairman of the BOM/General Director?
The annual report presents the performance evaluation of the General Director, not the performance evaluation for the Chairman of the BOM.
Review upon the BOM
E.5.5
Are annual performance reviews conducted for the BOM and published criteria and procedures for conducting the assessment?
An assessment has been conducted but not detailed in the Annual Report.
Review upon Members of the BOM
E.5.6
Are annual performance reviews conducted for each Member of the BOM and disclosed criteria and procedures for conducting the assessment?
The Company evaluates the performance of the BOM in the Report of the BOM at the GMS.
Review Subcommittee
E.5.7
Are annual performance reviews conducted for the BOM Subcommittees and published criteria and procedures for conducting the evaluation?
An assessment has been conducted but not detailed in the Annual Report.
BONUS SCORECARDS
QUESTIONS
CONTENTS OF QUESTIONS
EVALUATION
GROUND FOR EVALUATION
(B) A.
SHAREHOLDERS’ RIGHTS
(B) A.1
Basic rights of shareholders
(B) A.1.1
Does the company allow the use of secure electronic absentee voting at the GMS?
Company Governance’s charter and internal regulations have the form of remote voting, but PVCFC has not yet implemented it at the General Meetings because it has not met the necessary conditions. It will be considered for implementation in the following General Meetings.
(B) B.
EQUAL TREATMENT TO SHAREHOLDERS
(B) B.1
Notice of GMS
(B) B.1.1
Does the company issue a notice on the GMS (with detailed agenda and explanatory notice), as notified to the Exchange, at least 28 days before the meeting date?
Notice of invitation to the meeting of the GMS, the Company makes the disclosure 21 days in advance.
(B) C.
ROLES OF PARTIES WITH RELEVANT BENEFITS
(B) B.1
The rights of the stakeholders prescribed by Law or under bilateral agreements must be respected
(B) C.1.1
Does the company implement an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)?
The PVCFC Sustainability Report is prepared according to GRI standards.
(B) D.
INFORMATION DISCLOSURE AND TRANSPARENCY
(B) D.1
Quality Annual Report
(B) D.1.1
Are the audited annual financial statements made publicly available within 60 days of the end of the financial year?
Audited annual financial statements are published on February 28, 2022 (After 59 days from the end of the fiscal year).
(B) D.1.2
Does the company disclose details of the Board of Directors’ remuneration?
Presented in the Annual Report.
(B) E.
RESPONSIBILITIES OF THE BOM
(B) E.1
Competence and diversity of the BOM
(B) E.1.1
Does the company have at least one female Independent Member of the BOM?
The company has a female Independent Member of the BOM.
(B) E.1.2
Does the company publish a policy and measurable objectives for implementing the BOM diversity and Progress Report?
PVCFC has not met this regulation well.
(B) E.2
Structure of the BOM
(B) E.2.1
Does the HR Sub-Committee include the entire Independent Members of the BOM?
Have Independent Members of the BOM as chair of the Board of HR Management & Remuneration.
(B) E.2.2
Does The HR Sub-Committee implement the process of building quality criteria for Members of the BOM in line with the Company's strategic direction?
PVCFC has not met this regulation well.
(B) E.3
Appointment and re-election of the BOM
(B) E.3.1
Does the Company use external independent candidate searchers or sources (such as the Members of the BOM database established by Members of the BOM institutes or shareholder associations) when searching candidates member for Members of the BOM?
PVCFC implements this regulation well.
(B) E.4
Structure & composition of the BOM
(B) E.4.1
Does the company have Independent non-executive members of the BOM accounting for more than 50% of the Members of the BOM with the chairman being an independent member?
PVCFC meets this regulation well.
(B) E.5
Risk management
(B) E.5.1
The BOM describes the governance process for IT related issues such as disruption, cybersecurity, disaster recovery, to ensure that all key risks are identified, managed and Report to the BOM?
Specific regulations in “Cultural identity” and Company rules. Quarterly, the Internal Auditing Committee reports to the BOM on the key risks identified.
(B) E.6
Performance of the BOM
(B) E.6.1
Does the company have a separate Risk Management Subcommittee?
The Company has a separate Audit & Risk Committee from the Legal and Compliance Department.
CARD PENALTY POINTS
QUESTION
CONTENT QUESTIONS
EVALUATION
GROUND FOR EVALUATION
(P) A.
SHAREHOLDERS' RIGHTS
(P) A.1
Basic rights of shareholders
(P) A.1.1
Does the company or negligently treat all shareholders fairly with regard to share repurchases?
Company Governance’s charter and internal regulations clearly stipulate the fair treatment of share repurchases for all shareholders. During the year, this case did not arise.
(P) A.2
Shareholders, including institutional shareholders, are required to communicate with each other on matters relating to fundamental shareholder rights as outlined in these Company Governance Principles, with the exception of exceptions intended to prevent abuses.
(P) A.2.1
Is there any evidence of barriers to shareholders not communicating or consulting with other shareholders?
PVCFC did not record any barriers.
(P) A.3
The right to participate effectively in and vote in the GMS and to be informed of the regulations, including the voting procedure that takes place at the GMS.
(P) A.3.1
Does the company include additional and undisclosed content on the agenda in the notice of the SGM/Extraordinary GMS?
The Company always informs shareholders in advance of additional contents in the Shareholders’ General Meeting/Extraordinary Shareholders’ General Meeting program.
(P) A.3.2
Does the Chairman of the BOM, the Chairman of the Audit Committee and the General Director/Director attend the latest SGM?
PVCFC implements this regulation well. At the GMS, all Members of the BOM, the subcommittees under the BOM and the Board of General Directors attended.
(P) A.4
PVCFC implements this regulation well. At the GMS, all Members of the BOM, the subcommittees under the BOM and the Board of General Directors attended.
(P) A.4.1
Does the company not disclose the existence of a shareholder agreement?
This case didn’t arise.
(P) A.4.2
Does the company not disclose the existence of voting limits?
The Company specifically stipulates in the Program - voting rules at the GMS.
(P) A.4.3
Does the company not disclose the existence of multiple voting shares?
The company does not have shares with many voting rights.
(P) A.5
Capital structures and agreements that allow certain shareholders to hold control not proportional to their share of ownership must be publicly disclosed.
(P) A.5.1
Do pyramidal ownership structures and/or cross-ownership structures exist?
The Company does not record a pyramidal or cross-ownership structure.
(P) B.
EQUAL TREATMENT TO SHAREHOLDERS
(P) B.1
Insider trading and abuse of personal gain should be banned
(P) B.1.1
Has the Company been found to have had any insider trading violations involving Members of the BOM, the Executive Board and Company employees over the past three years?
The company did not record any violations.
(P) B.2
Protecting minority shareholders from abuse
(P) B.2.1
Have there been any instances of non-compliance with laws, rules, and regulations related to significant or material Stakeholder transactions in the previous three years?
The company did not record any violations.
(P) B.2.2
Are there any Stakeholder transactions that could be classified as financial assistance (i.e. not reasonably executed on a market basis) for entities that are not Subsidiaries?
(P) C.
THE ROLE OF THE STAKEHOLDERS
(P) C.1
The rights of the stakeholders prescribed by Law or under bilateral agreements must be respected
(P) C.1.1
Are there any violations of the law on labor, employment, consumer, bankruptcy, trade, competition or environmental issues?
The company did not record any violations.
(P) C.2
When stakeholders are involved in the Company Governance process, they must have access to relevant, complete and reliable information on a timely and regular basis.
(P) C.2.1
Has the company been subject to any regulatory penalties and has failed to Disclose within the required time period for material events?
PVCFC has implemented Disclosure and has not recorded any material breaches.
(P) D.
INFORMATION DISCLOSURE AND TRANSPARENCY
(P) D.1
Regulatory agency penalties related to financial reporting
(P) D.1.1
Does the company receive an “exclusion opinion” in the Independent Auditor's Report?
The opinion of the independent auditors on the annual financial statements is “Full and emphatic”.
(P) D.1.2
Does the company receive an “adverse opinion” in the Independent Auditor's Report?
(P) D.1.3
Does the company receive a “disclaimer of opinion” in the Independent Auditor's Report?
(P) D.1.4
Does the company amend its financial statements for reasons other than changes in accounting policies?
No.
(P) E.
RESPONSIBILITIES OF THE BOM
(P) E.1
Compliance with applicable listing regulations, rules and laws
(P) E.1.1
Is there any evidence that the Company did not comply with any listing rules and regulations in the past year other than the Disclosure regulations?
PVCFC did not record any violations.
(P) E.1.2
Are there instances where non-executive members of the BOM have resigned and raised any concerns regarding governance?
PVCFC did not record any cases.
(P) E.2
Structure of the BOM
(P) E.2.1
Does the company have Independent Members of the BOM who have served for more than 9 years or two 5-year terms in the same position?
No. PVCFC fulfills this target well.
(P) E.2.2
The company does not specify who the Independent Members of the BOM are?
PVCFC has 2 Independent Members of the BOM.
(P) E.2.3
Does the company have any independent Non-executive members of the BOM serving at more than 5 Boards of Management of listed companies?
No. PVCFC fulfills this target well.
(P) E.3
Independent audit
(P) E.3.1
In the past 2 years, have any Members of the BOM or senior executives been an employee or general partner of the current Independent Auditing Firm?
No. PVCFC fulfills this target well.
(P) E.4
Composition and structure of the BOM
(P) E.4.1
Has the Chairman been the Board of Directors of the Company for the past 3 years?
The Board of Directors of the Company is a non-concurrent chairman.
(P) E.4.2
Do Independent Non-executive members of the BOM receive the right to buy shares, bonus shares?
PVCFC fulfills this target well.
PETROVIETNAM CA MAU FERTILIZER JOINT STOCK COMPANY
Lot D, Ward 1 Industrial Park, Ngo Quyen Street, Ward 1, Ca Mau City, Ca Mau Province
2022 PBCM. ALL RIGHTS RESERVED.