strategies for reaching higher
PROACTIVE AND FLEXIBLE ADAPTATION
The Board of Management
The members and structure of the BOM
As of December 31st, 2022, the Company’s Board of Management has 7 members, including 1 Chairman, 1 member who also serves as the CEO, and 2 independent members of the BOM. In 2022, there were no changes in the personnel of the Company’s Board of Management
Members of the BOM
Position
Date work starting/of no longer being Members of the BOM
Appointment date
Resignation date
Current position in another organization
Number of shares owned at period closing
Stock ownership ratio at period closing
Mr. Tran Ngoc Nguyen
Chairman of the BOM
January 10, 2019
The Members of the BOM do not hold management or operational positions in other related companies; they don’t have cross-ownership with suppliers or stakeholders.
0
0%
Mr. Van Tien Thanh
The Members of the BOM
June 12, 2018
30,000
0.005667%
Mr. Tran My
The Members of the BOM
June 25, 2020
2,900
0.000548%
Mr. Nguyen Duc Hanh
The Members of the BOM
June 25, 2020
8,000
0.001511%
Mr. Le Duc Quang
The Members of the BOM
April 27, 2021
0
0%
Mr. Truong Hong
Independent Members of the BOM
April 27, 2021
0
0%
Ms. Do Thi Hoa
Independent Members of the BOM
April 27, 2021
0
0%
Subcommittees of the BOM
The HR Management and Remuneration Committee
The HR Management and Remuneration Committee consists of the following members:
- Mr. Truong Hong, Independent Member of the BOM - Chairman of the HR Management and Remuneration Committee.
- Mr. Nguyen Duc Hanh, Members of the BOM - Member of the HR Management and Remuneration Committee.
- Mr. Tran My, Members of the BOM - Member of the HR Management and Remuneration Committee.
The HR Management and Remuneration Committee
The Board of Auditing and Risk Management Committee consists of the following trustees:
- Ms. Do Thi Hoa, Independent Members of the BOM - Chairwoman of the Board of Auditing and Risk Management Committee.
- Mr. Tran My, Members of the BOM - Member of the Board of Auditing and Risk Management Committee.
- Mr. Le Duc Quang, Members of the BOM - Member of the Board of Auditing and Risk Management Committee.
Activities of the BOM in 2022
- In 2022, with their functions, tasks, and powers, the BOM of PVCFC has organized the implementation and execution of activities according to the content specified in the Company Governance Charter and Internal Regulations in a suitable and compliant manner, focusing on important tasks such as:
- Successfully organized the annual shareholders’ meeting as regulated on April 26, 2022.
- Assigned and directed the organization to successfully carry out the production and business plan assigned by the 2022 shareholders’ meeting, particularly exceeding the profit targets by multiple times.
- Developed the Company’s strategy and 5-year (until 2025) plan targets, vision until 2035-2045.
- Completed the construction of the NPK project to be put into commercial operation.
- Reviewed, updated, and improved regulations to continue enhancing the effectiveness of the BOM and the Executive Board.
- Enhanced Company Governance capacity, in line with the practical situation and good governance practices, to make the company more and more developed and sustainable.
- Disclosed information in full and on time, as regulated.
The meetings of Board of Management in 2022
In 2022, the BOM held 15 meetings, and all Members of the BOM fully attended the meetings of the BOM.
No.
Members of the BOM
Attending meetings
Ratio
Reason for not attending
1
Mr. Tran Ngoc Nguyen
15/15
100%
2
Mr. Van Tien Thanh
15/15
100%
3
Mr. Tran My
15/15
100%
4
Mr. Nguyen Duc Hanh
15/15
100%
5
Mr. Le Duc Quang
15/15
100%
6
Mr. Truong Hong
15/15
100%
7
Ms. Do Thi Hoa
15/15
100%
The BOM conducts all meetings in accordance with the regulations on Company Governance Charter and Internal Regulations, with the meeting documents being compiled and sent by the Company Secretary five days before the meeting
In 2022, the BOM issued 77 Resolutions/Decisions on various aspects of the company’s operations for the Board of Directors to implement. Some important Resolutions/Decisions of the BOM are as follows:
No.
No.
Date
Content
1
157/NQ-PVCFC
Jan 26, 2022
Resolution of the BOM meeting in Jan 2022
2
160/QĐ-PVCFC
Jan 26, 2022
Decision approving the promulgation of the Internal Audit Regulations of PVCFC
3
166/QĐ-PVCFC
Jan 26, 2022
Decision approving the promulgation of PVCFC's Internal Audit Process
4
96/BC-PVCFC
Jan 27, 2022
Company Governance situation report for 12 months of 2021
5
178/QĐ-PVCFC
Jan 28, 2022
Decision approving and promulgating the Technical and Economic Norms of PVCFC
6
309/NQ-PVCFC
March 01, 2022
Resolution of the BOM meeting in February 2022
7
321/QĐ-PVCFC
March 01, 2022
Approving and promulgating the Regulation on organization and operation of PetroVietnam Branch Ca Mau Fertilizer Joint Stock Company - Research and Development Center
8
322/QĐ-PVCFC
March 01, 2022
Approving the three-year audit plan 2022 - 2024
9
422/NQ-PVCFC
March 14, 2022
Resolution of the BOM meeting on March 8, 2022
10
440/QĐ-PVCFC
March 16, 2022
Decision on promulgating PVCFC's Regulation on management and use of confidential documents
11
515/NQ-PVCFC
March 28, 2022
Resolution approving the plan to hold the AGM in 2022
12
516/NQ-PVCFC
March 28, 2022
Resolution of the BOM meeting in March 2022
13
527/NQ-PVCFC
March 28, 2022
Resolution on approving the content of the 2022 AGM of PetroVietnam Packaging Joint Stock Company (PPC)
14
607/QĐ-PVCFC
March 31, 2022
Decision approving the Remuneration fund to be implemented in 2021 of PVCFC
15
769/NQ-PVCFC
April 20, 2022
Resolution of the BOM meeting in April 2022
16
787/NQ-PVCFC
April 22, 2022
Approved to increase 01 Deputy Director of Ca Mau Fertilizer Plant
17
1129/NQ-PVCFC
May 26, 2022
Resolution of the BOM meeting in May 2022
18
1136/NQ-PVCFC
June 14, 2022
Payment of dividends in 2021 in cash to shareholders
19
1405/QĐ-PVCFC
June 21, 2022
Approving and promulgating the Regulation on management, operation and use of PVCFC's Science and Technology Development Fund
20
1449/NQ-PVCFC
June 24, 2022
Resolution of the BOM meeting on June 23, 2022
21
1504/NQ-PVCFC
June 30, 2022
Resolution of the BOM meeting in June 2022
22
1512/QĐ-PVCFC
June 30, 2022
Approving the results of supplier selection (NCC) for the order “Providing audit services of financial statements in 2022”
23
1619/QĐ-PVCFC
July 11, 2022
Approving and promulgating the Regulation on organization and management of training activities of PetroVietnam Ca Mau Fertilizer Joint Stock Company
24
1650/QĐ-PVCFC
July 14, 2022
Decision to rename the internal Supervisory Board to PetroVietnam Legal and Compliance Department Ca Mau Fertilizer Joint Stock Company
25
1698/NQ-PVCFC
July 19, 2022
Agreeing on the content of the Draft Regulation on working relationship between the Party Committee, the BOM and the General Director of PetroVietnam Ca Mau Fertilizer Joint Stock Company
26
1723/NQ-PVCFC
July 25, 2022
Approving the separate financial statements for the second quarter of 2022 of PetroVietnam Ca Mau Fertilizer Joint Stock Company
27
1724/NQ-PVCFC
July 25, 2022
Approving the consolidated financial statements for the second quarter of 2022 of PetroVietnam Ca Mau Fertilizer Joint Stock Company
28
1895/NQ-PVCFC
August 10, 2022
Resolution of the BOM meeting in August 2022
29
1951/QĐ-PVCFC
August 15, 2022
Decision adjusting the Regulation on salary, bonus and welfare management of PetroVietnam Ca Mau Fertilizer Joint Stock Company
30
2048/QĐ-PVCFC
August 22, 2022
Decision approving the issuance of the Code of Business Conduct (COC) of PetroVietnam Ca Mau Fertilizer Joint Stock Company
31
2282/NQ-PVCFC
September 20, 2022
Resolution of the BOM meeting September 2022
32
2652/NQ-PVCFC
October 27, 2022
Resolution of the BOM meeting in October 2022
33
2667/QĐ-PVCFC
October 28, 2022
Decision promulgating the Regulation on service provision of PVCFC
34
2874/NQ-PVCFC
November 24, 2022
Resolution on the signing of Amendments and Supplements No. 09 of the Gas Purchase and Sale Contract
35
2955/NQ-PVCFC
December 02, 2022
Resolution of the BOM meeting in November 2022
36
2973/QĐ-PVCFC
December 05, 2022
Decision Assigning tasks to be in charge of professional fields in the BOM PVCFC
37
2974/QĐ-PVCFC
December 05, 2022
Decision to promulgate PVCFC’s Employee Policy
38
2975/QĐ-PVCFC
December 05, 2022
Decision approving the promulgation of the Democratic Regulation of PVCFC
39
2976/QĐ-PVCFC
December 05, 2022
Decision approving and issuing the Safety Bonus Regulation of PVCFC
40
2980/NQ-PVCFC
December 05, 2022
Resolution approving the BOM PVCFC's Operational Plan 2023
41
2981/QĐ-PVCFC
December 05, 2022
Decision approving the promulgation of the Regulation on business management of PVCFC
42
2988/QĐ-PVCFC
December 06, 2022
Decision approving the promulgation of the Regulation on management of conflicts of interest and transactions with related persons of PVCFC
43
3341/NQ-PVCFC
December 29, 2022
Resolution approving the adjustment of PVCFC's 2022 production and business plan
Operations of each Member of the BOM
Operations of each Member of the BOM
The BOM has assigned each Member of the BOM to be in charge of specific areas of expertise. The Members of the BOM have proactively planned their work and regularly monitored, supervised, and encouraged the Executive Board in implementing the Resolutions/Decisions of the BOM. They actively exchanged and discussed to timely provide directions for business operations, such as:
No.
Members of the BOM
Position
Areas in charge
1
Mr. Tran Ngoc Nguyen
Chairman of the BOM
- Carry out the functions, duties, and authorities of the Chairman of the BOM as reviewed in the Company Charter and current legal documents. Be responsible to the GMS for the activities of the Company’s Board of Management in accordance with the Company Charter.
- Supervise and direct the overall implementation of tasks under the authority of the BOM.
2
Mr. Van Tien Thanh
The Members of the BOM – General Director
- Carry out the functions, duties, and responsibilities of the Members of the BOM/CEO of the Company in accordance with the provisions of the law and the Company Charter. Be responsible to the GMS, the BOM, and the law for the management of the Company’s business operations.
- Take responsibility for the effective implementation of Resolutions and Decisions of the BOM.
3
Mr. Tran My
The Members of the BOM
- Supervise and direct the implementation of tasks under the authority of the BOM related to the following areas: Planning, Investment, Insurance, Shareholder Relations, internal affairs of the office under the authority of the BOM, and other tasks at the Committees: Auditing and Risk Management and HR Management and Remuneration.
4
Mr. Nguyen Duc Hanh
The Members of the BOM
- Supervise and direct the implementation of tasks under the authority of the BOM related to the following areas: Business, Marketing, Information Technology, Trade Services, Training, Social Welfare, Corporate Culture, Trade Union Affairs, and the construction of a system of management practices that are good and pioneering according to the BOM.
5
Mr. Le Duc Quang
The Members of the BOM
- Supervise and direct the implementation of tasks under the authority of the BOM related to the following areas: Operations of the Ca Mau Fertilizer Plant, the plants of the subsidiary company PPC, security, safety, environmental health, fire prevention and fighting, economic and technical norms, ISO compliance, legal compliance.
6
Mr. Truong Hong
Independent Members of the BOM
- Supervise and direct the implementation of tasks under the authority of the BOM related to the field of Research and Development (R&D).
- Chairman of the Administration - Personnel and Remuneration Committee.
7
Ms. Do Thi Hoa
Independent Members of the BOM
- Supervise and direct the implementation of tasks under the authority of the BOM related to the fields of Finance and Accounting, Audit, Inspection, Supervision, Internal Control, and Risk Management.
- Chairman of the Board of Auditing and Risk Management.
All Members of the BOM, based on their assigned tasks, have performed their roles and responsibilities well, contributing to the excellent achievement of the 2022 plan targets as assigned by the AGM.
Activities of Independent Members of the BOM
Regarding the activities of Independent Members of the BOM
- Independent Members of the BOM have effectively fulfilled their roles in checking and representing the business operations of the company, performing their functions and tasks correctly to ensure the common interests of the company and its shareholders.
- Independent Members of the BOM of PVCFC have fully participated in meetings and contributed opinions and votes to the decisions of the BOM. The contributions of Independent Members of the BOM in their assigned areas in 2022 have demonstrated their roles, responsibilities, objectivity, and independence.
Evaluation of Independent Members of the BOM for the activities of the Company’s Board of Management
- The PVCFC Board of Management has developed an operating plan, assigned specific areas of responsibility to each Member of the BOM according to their functions and tasks, and utilize the knowledge and experience of each member to create favorable conditions for Independent Members of the BOM to fully exercise their rights and obligations.
- The activities of the BOM comply with the principles of Company Governance as prescribed by the Law on Enterprises, the Company’s Charter, internal governance regulations, Board of Management operating regulations, and other legal regulations.
- The BOM has operated in compliance with the listed Company Governance regulations, enforcing favorable conditions for Independent Members of the BOM to fully exercise their rights and obligations.
- The BOM has effectively fulfilled its role in checking and the company’s business operations. The checking and activities are carried out regularly and strictly, supervise the company’s compliance with current regulations. The BOM has also regularly reviewed and updated the delegation of authority to the Executive Board to reduce participation in specific activities, focusing more on orientation and supervision.
- The BOM regularly reviews and updates the plan targets to ensure that activities are appropriate for the company’s development strategy, and builds long-term strategies for sustainable development.
- The BOM has focused on improving Company Governance capacity by hiring consulting firms (IFC, Deloitte...) to evaluate the Company Governance situation and develop a roadmap to comply with good Company Governance practices.
- The BOM, the Board of General Directors, and the Supervisory Board have coordinated well in handling tasks to issue appropriate policies in a timely manner, administering business operations to be carried out smoothly.
Hoạt động của các Ủy ban thuộc Hội đồng Quản trị
The Company’s Board of Management currently has two committees: the Auditing and Risk Management Committee; and the HR Management and Remuneration Committee.
- Members of the committees are non-executive members of the BOM, and the Chairpersons of the committees are Independent Members of the BOM. The composition and scale of the committees are suitable for the practical conditions of the Company. The activities of the committees help the BOM to enhance the overall strength, improve the role and effectiveness of the Company’s management capabilities.
Activities of the Auditing and Risk Management Committee
- In addition to regular discussions on specific issues, in 2022, the Auditing and Risk Management Committee held two meetings to evaluate the implementation of tasks assigned by the BOM.
- The Auditing and Risk Management Committee monitors through: (i) Directly monitoring the activities of the BOM through meetings, discussions, and the manner of implementing resolutions of the BOM; (ii) Monitoring the activities of the Executive Board through the implementation of resolutions/decisions of the BOM as well as the delegation mechanism between the BOM and the Board of Directors; (iii) Monitoring through reporting channels and contact with members of the Executive Board, the Chief Accountant, the Internal Audit Board, and the Compliance Policy Chief; (iv) Monitoring through the reporting channel of the independent auditors.
- In addition to regular discussions on specific issues, in 2022, the Auditing and Risk Management Committee held two meetings to consider important issues related to risk management, identifying potential risks, emerging risks to propose amendments to supplement the Risk Management Charter, risk appetite, risk acceptance statements, and risk metrics; review and evaluate the internal audit work of the Internal Audit Board for production and business activities according to the approved plan.
- The Auditing and Risk Management Committee reported to the BOM on the evaluation of the company’s audit and risk management activities in 2022 in the following aspects: (i) Compensation, operating expenses, and other benefits of the Auditing and Risk Management Committee and its individual members; (ii) Oversight of financial reporting, operational and financial status of the company; (iii) Evaluation of transactions between the company, subsidiaries, and other companies in which the company has a controlling interest of 50% or more of the charter capital with members of the BOM, the CEO, other executives of the enterprise and stakeholders of those entities; transactions between the company and companies where members of the BOM, the CEO, other executives of the enterprise are founders or have managed the enterprise in the past 3 years before the transaction; (iv) Assessment of the company’s internal control system, internal audit, and risk management; (v) Assessment of the coordination between the Auditing and Risk Management Committee, the BOM, the Board of Directors, and shareholders; (vi) Operational plan of the Committee in 2023.
Evaluation and monitoring results
- Monitoring of financial reports and financial situation of the company: The company’s financial report is prepared based on accounting standards and current accounting regime, fully, truthfully, and reasonably reflecting the essential aspects of the company’s financial situation. The financial and financial performance of the parent company situation will be evaluated by the Auditing and Risk Management Committee when the 2022 financial report has been audited.
- The coordination of the Auditing and Risk Management Committee’s activities with those of the BOM, CEO, and shareholders is closely based on the principles of transparency, clarity, compliance with legal regulations, and company regulations to ensure the balanced interests of the company and its shareholders.
- The committee has received cooperation and support from the BOM and Board of General Directors in carrying out its duties.1
The HR Management and Remuneration Committee
In addition to regular discussions on specific issues, in 2022, the HR Management and Remuneration Committee held 02 meetings and evaluated and reported to the BOM on issues related to:
- Operational status of the Commission; Review and evaluate Company Governance policy and monitor Company Governance matters; Review and propose the structure and composition of the BOM and the Committees under the BOM.
- The committee’s operations; reviewing and evaluating Company Governance policies and monitoring Company Governance issues; reviewing and supervising the structure and scale of the BOM and its subordinate committees.
- Reviewing and evaluating candidates for Members of the BOM and nominated the BOM to approve the candidate list: None.
- Proposing the appointment of personnel belonging to the committees: None.
- Reviewing and participating in the annual evaluation of Members of the BOM and committees, members of committees subordinate to the BOM.
- Monitoring compliance with the company’s Company Governance policy and code of business ethics.
- Supporting the BOM in carrying out responsibilities related to salaries, bonuses, and policy regimes for the Executive Board and managers when submitting decisions to the BOM for consideration.
- Monitoring the management of salary plans, allowances, bonuses, and welfare policies of the company.
- Reviewing the contents of the company’s annual report on salary policies and activities.
Evaluation of the BOM’s activities in 2022
Members of the BOM have strictly followed the regulations issued, such as the Internal Company Governance Regulations, the BOM’s Operations Regulations, the Coordination Regulations between the Party Committee’s Standing Board, the BOM, and the CEO, and comply with legal regulations and the company’s Charter.
The BOM has reviewed and updated the agenda of the AGM through amending the Company’s Charter, the Internal Regulations on Company Governance, and the Rules of Operation of the BOM in compliance with current regulations and towards the best practices in Company Governance. It has also issued regulations, rules, and decisions under the authority of the BOM to meet the actual situation and mission requirements, and to unify the direction to create conditions for the Board of General Directors to manage the company and build it stronger and stronger.
In addition, the BOM has also issued documents to enhance management work, and access to good practices in Company Governance such as:
- Code of Conduct in business
- Regulations on conflict of interest management and transactions with related persons of PVCFC
- Revised Employee Policy and public disclosure of information on the company’s portal.
With the assigned tasks, Members of the BOM have planned and seriously implemented their rights and responsibilities, regularly exchanging content and directions to unify their guidance. They regularly review and update the BOM’s operational plan to ensure that activities are appropriate to the actual management situation.
Closely monitor the company’s operations, promptly provide opinions to the CEO in accordance with the responsibilities and authority of the BOM.Company Governance activities comply with the Internal Regulations on Company Governance, the Company’s Charter, and the Rules of Operation of the BOM. The Chairman of the BOM and the assigned members regularly monitor and encourage compliance with the resolutions of the AGM, Shareholders and the BOM’s resolutions/decisions, including and directing the CEO in managing the company’s activities.
Organized the AGM in accordance with regulations and issue related resolutions for the Executive Board to implement. The BOM has reviewed and regularly assessed to ensure that the company’s activities are in line with the development strategy.
Training on Company Governance
All Members of the BOM, the Executive Board, the Supervisory Board, and related departments have been trained and regularly updated on new regulations on Company Governance.
The BOM and the Executive Board have sent representatives to attend training courses, seminars on Company Governance work, good practices in Company Governance in the region and the world, and updated new regulations on the Enterprise Law, Securities Law, Decrees, Circulars... organized by the Ho Chi Minh City Stock Exchange (HOSE), Deloitte, VIOD... in coordination.
The PVCFC team attends the annual course
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.