GOVERNANCE - THE FOUNDATION FOR CREATING SUSTAINABLE VALUE

Governance - the foundation   for creating sustainable value
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GOVERNANCE ON SUSTAINABLE DEVELOPMENT

SUSTAINABLE DEVELOPMENT GOVERNANCE STRUCTURE OF PVCFC

BOARD LEVEL: ESG COMMITTEE

The ESG Committee has the following duties:

  • Develop and amend the ESG Committee’s organizational and operational regulations and submit them to the Board of Directors for approval.
  • Advise the Board of Directors on the development of PVCFC’s sustainable development direction, strategy, and longterm objectives.
  • Oversee the action programs, projects, and sustainable development activities of the Executive Management (including the General Director and Deputy General Directors) based on the sustainable development direction, strategy, and long-term objectives of PVCFC approved by the Board of Directors.
  • Monitor the disclosure of information related to PVCFC’s sustainable development (including sustainable development content in the Annual Report, the Sustainability Report, and other disclosures).
  • Annually review and evaluate the compliance of the Corporate Governance Policy (handbook), the Code of Conduct (CoC), and other policies related to corporate governance.
  • Propose to the Board of Directors the approval of ESG risk management policies.
  • Oversee the management of risks and opportunities related to ESG, including risks and opportunities associated with climate change.

EXECUTIVE MANAGEMENT LEVEL

  • The General Director (GD) is primarily responsible and assigns the Planning and Investment Department as the focal point to coordinate and connect all departments/units within the Company in developing plans, monitoring implementation, and reporting on ESG.

DEPARTMENT/UNIT LEVEL

  • The General Director (GD) is primarily responsible and assigns the Planning and Investment Department as the focal point to coordinate and connect all departments/units within the Company in developing plans, monitoring implementation, and reporting on ESG.

The Audit and Risk Management Committee (ARMC) and the ESG Committee oversee the implementation of the ESG strategy at the Board level and report to the Board of Directors.

ENVIRONMENTAL AND SOCIAL RISK MANAGEMENT

Recognizing the potential risks, the Company has issued a Risk Management Regulation, which outlines the management principles in the Company’s risk management activities and serves as a legal basis for the Board of Directors, the Audit and Risk Management Committee, the General Director, the Supervisory Board, the Internal Audit Department, and the Company’s units to implement risk management. This regulation is applied consistently and is closely aligned with the Company’s Mission, Vision, Core Values, and Strategic Objectives.

The Company’s risks are identified, assessed, and prioritized by the appropriate management level based on “Risk Metrics,” which evaluate the likelihood and impact of the risks. All employees of the Company must comply with the approved Risk Management Framework, Risk Management Regulation, and Risk Management procedures.

The Environmental and Social Risk Management Policy is central to sustainable governance and is a key driver for PVCFC to enhance its sustainable development efforts, both now and in the future.

The Company’s Risk Appetite Statement addresses aspects related to its operations, including environmental-social risks and information technology risks.

The Company is committed to complying with legal regulations (including those related to labor safety and the environment) in Vietnam and in the countries and territories where PVCFC operates.

The Company proactively identifies and meets compliance requirements, establishes, and operates a management system to ensure compliance, including (but not limited to): the Code of Conduct (CoC), policies, procedures, and guidelines in investment, production, business operations, and the fulfillment of contracts/commitments with customers, suppliers, and partners.

Based on PVCFC’s risk management framework, some of the environmental and social risks that the Company is focusing on managing include:

The Risks

Risk Management Actions

Gas Leakage

  • To manage and control these risks, the Company has issued operational procedures and regulations for production activities, requiring strict compliance to prevent and minimize gas leakage.
  • The Company has installed monitoring stations at critical locations to continuously monitor air quality, enabling early detection of leaks and allowing timely measures to address and rectify the situation.

Climate Change

  • Continuously improving the efficiency of input gas usage.
  • Researching and improving production processes to use energy more efficiently.
  • Utilizing renewable energy.
  • Researching greener products that are more environmentally friendly…

Wastewater and solid waste impacting air quality and biodiversity

  • Regulations and procedures for the use of clean water and the treatment of wastewater and solid waste have also been developed and issued to ensure compliance with the quality standards of Vietnam and the countries/territories within PVCFC’s operational scope.
  • The Company has signed contracts for solid waste treatment with professional units that have extensive experience and are recognized by reputable organizations or competent authorities.

Risk of excessive use of chemical fertilizers beyond the needs of crops, which can impact soil health, pollute water sources, affect ecosystems, and generate greenhouse gas emissions

The Company’s product usage and crop care guidelines are disseminated in various forms: distributing leaflets, posting on the website, through the “2Nông” app on mobile devices, and organizing direct workshops to guide dealers/farmers on using the products at the right time, with the right type, in the right dosage, and in the right way, to minimize loss and reduce undesirable environmental impacts.

The risk of a high turnover rate will reduce PVCFC’s operational efficiency, and the Company will require additional resources to recover

  • The Company fosters a culture that spans from foundational culture to distinctive culture, encouraging employees to engage in practices that ensure their Physical - Mental - Intellectual well-being and orient them toward long-term work and dedication to the Company.
  • The Company’s policies ensure that salaries, bonuses, and remuneration are commensurate with the effort expended and adhere to timely payment schedules, including fulfilling tax obligations for both parties and fully contributing to social insurance.
  • The Company has policies for attracting talent, training personnel according to expertise, and an internship program to supplement its workforce.

The risk of job shortages for employees can lead to difficulties in career advancement. This risk may arise from various factors, including economic downturns, technological advancements, changes in industry demand, and changes in government policies

  • Ensure sufficient employment for workers, minimizing the risk of unemployment that impacts society.
  • Create opportunities to increase the employment rate of local workers.
  • Invest in new projects to increase revenue and profit, while also creating additional job opportunities for various groups.

The management of environmental and social risks is the responsibility of all units and individuals within the Company who are involved in the Company’s production and business activities. Environmental and social criteria are assigned to departments and will be periodically evaluated by each management level.

CLIMATE CHANGE RISK

PVCFC is deeply aware of the risks that climate change poses to the Company’s production and business activities. As a fertilizer production and trading enterprise, PVCFC understands that agricultural production can be severely affected by rapidly changing climatic conditions, threatening productivity and yield, such as higher temperatures, increased rainfall, prolonged heatwaves, droughts, rising sea levels, etc. Additionally, the transition to a low-carbon economy also presents many risks for PVCFC.

PHYSICAL RISKS

According to assessments by international organizations, Vietnam is one of the five countries most severely affected by climate change and rising sea levels. The physical risks related to climate change that have immediate or long-term impacts on PVCFC include floods, rising sea levels, tropical storms, heatwaves, heat shocks, and droughts. With their negative impact and the increasing risk of intensified severity, the abnormal fluctuations of these risks could significantly affect agricultural production areas, which in turn could have a substantial impact on the market’s ability to consume fertilizers. The Mekong Delta, which is a key market for PVCFC, is the region most severely affected compared to other areas in Vietnam.

TRANSITION RISKS

The transition to a net-zero emissions world is becoming increasingly urgent. With the desire to take more decisive action on climate change, Vietnam has committed to achieving net-zero emissions by 2050 at the COP26 conference. This could lead to several risks that PVCFC will face in the transition to a low-carbon economy.

 Policy and Legal Risks

Changes in the issuance of relevant policies and legal frameworks in the near future will significantly impact operating costs, arising from the purchase of carbon credits, as well as increasing the need for capital investment to meet new standards for efficient energy use, including for companies like PVCFC.

 Technology Risks

The deployment of new technologies to both decarbonize and meet the growing energy demand poses technology risks for the nation in general and for businesses like PVCFC in particular. The reduction in renewable energy costs may create cost competition with fossil fuels, but the deployment of renewable energy requires significant initial investment. Furthermore, the early discontinuation of fossil fuel sources is certainly beneficial for the climate, but it may present challenges for large producers like PVCFC.

 Market Risks

Constant changes in international trade regulations, along with global geopolitical uncertainties, are posing significant challenges for traditional industries. These industries, particularly, face the threat of transitioning to a low-carbon economy while other countries are implementing carbon border adjustment policies to accelerate decarbonization. At the same time, institutional investors are beginning to limit funding for fossil fuel sources. All these factors are creating significant impacts, especially for exporting countries like Vietnam, where the fertilizer industry is also significantly affected. Additionally, the imposition of carbon taxes both domestically and in importing countries may require PVCFC to innovate technology, upgrade equipment, or build new facilities. This could affect product costs, thereby threatening the company’s profitability.

HOW THE BOARD OF DIRECTORS RECEIVES AND MONITORS  RISK MANAGEMENT INFORMATION

Based on the established Risk Appetite Statement, Risk Tolerance Levels, and Risk Metrics, the Executive Management, the Audit and Risk Management Committee (ARMC), and the Board of Directors (BOD) receive quarterly reports on the implementation of risk management, reviewing and assessing the identified key risks in the Company’s Risk Register as well as emerging risks. This allows for timely monitoring and guidance to ensure effective risk management.

Guided by the Board of Directors’ direction on sustainable development, the Company deeply understands the significance and importance of managing risks related to sustainable development. By identifying both the challenges and opportunities that these risks present, the Company will develop appropriate risk management strategies and operational plans.

INFORMATION MANAGEMENT AND  SUSTAINABILITY REPORTING

Disclosure on on risk management or sustainability activities is governed by the information/document management regulation issued by the Board of Directors (BOD).

When preparing sustainability report the BOD forms a working group, and the relevant departments/units submit the information/documents under their responsibility to the working group for compilation and reporting. All information in the report is approved by the Executive Management before being submitted to the BOD for approval. The Audit and Risk Management Committee (ARMC) and the ESG Committee are responsible for overseeing, and the BOD approves the disclosure of information on sustainable development to ensure it meets the required standards.

REQUIREMENTS AND POLICIES FOR SENIOR  PERSONNEL IN SUSTAINABLE DEVELOPMENT

Recognizing the importance of governance and practice in sustainable development, the Company has established requirements and policies for the Company’s management and executive team related to sustainable development, such as:

For the composition of the Board of Directors, in addition to core professional competence requirements, the Company aims for diversity within the Board with criteria that include:

  • Diversity in age
  • Diversity in gender
  • Diversity in independence
  • Diversity in expertise and industry
  • Diversity in nationality
  • Diversity in culture
  • Other diversity factors that align with the Company’s development strategy

When developing policies on remuneration and compensation for the Board of Directors and the Executive Management, the Company use those criterias  group related to sustainable development. The performance evaluation of the Board and Senior Management includes KPIs related to sustainable development.