| (B)A. |
Rights of shareholders |
| (B)A.1 |
Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
1/1 |
| |
Clearly defined board responsibilities and corporate governance policy |
1/1 |
| (B)A.1.1 |
Does the company practice real time secure electronic voting in absentia at general meetings of shareholders? |
PVCFC stated in its Annual Report FY 2023, Page 145 as follow:
The meeting was held in an online format combined with in-person format and electronic voting (stipulated on the Company’s charter)
The AGM2024 regulation also specify the protocol
|
1. Annual report 2023
2. Documents for the 2024 AGM
|
YES |
| (B)B. |
Equitable treatment of shareholders |
1/1 |
| (B)B.1 |
Notice of AGM |
1/1 |
| (B)B.1.1 |
Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
PVCFC released its notice of AGM at 26/04 (45 days before the date of the meeting - 11/06)
|
Notice Organization of the AGM 2024 |
YES |
| (B)C. |
Sustainability and Resilience
|
7/7 |
| (B)C.1 |
|
7/7 |
| (B)C.1.1 |
Does the company disclose how it manages climate-related risks and opportunities? |
PVCFC disclose the climate risk is a materials risks in different places in its Annual Report Fy 2023. Page 205 specifically mention how PVCFC manage climate risks
|
Annual Report 2023 |
YES
(GRI G4, IR or SASB) |
| (B)C.1.2 |
Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured?
|
The Company hire Deloitte to audit its sustainability report. The audit report is presented in the Sustainability report |
1. Annual Report 2023
2. Sustainable development report 2023
|
YES
|
| (B)C.1.3 |
Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? |
PVCFC disclosed its engagement method and channel with stakeholders through PVCFC's Annual Report FY 2023, Page 208 - 215
|
Annual Report 2023
|
YES
|
| (B)C.1.4 |
Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? |
Since 2023, with the sustainable development orientation, PVCFC has established a sustainable development working group, assigning Mr. Nguyen Duc Hanh - non-executive Director the job of building sustainable development strategic orientations and supervising implementation. The working group includes members of the Executive Board and leaders of relevant functional divisions.
PVCFC disclosed its ESG committee through PVCFC's Annual Report FY 2023, Page 157 & 202
|
Annual Report 2023
|
YES |
| (B)C.1.5 |
Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? |
PVCFC stated in its Annual Report FY 2023, Page 162 as follow:
BOD and consulting units have evaluated the effectiveness of corporate governance to improve governance capacity; building corporate governance toward sustainability based on ESG criteria; establishing a working group in charge of building ESG framework and strategy. In March 2023, BOD established the ESG Committee. |
Annual Report 2023
|
YES
|
| (B)C.1.6 |
Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? |
The Board has issued a resolutions on the principles to be adopted on the remuneration of the Board and Senior Management. In details:
• The Remuneration must comply with the provisions of the law as well as the general requirements of the General Meeting of Shareholders
• The Remuneration package must be competitive with reference to the market conditions
• The majority of the Remuneration for the Board of Directors must be fixed, and only a small portion may be variable
• Board members who take on additional duties (such as being members of Committees, Committee leaders, or Board leaders) need to be compensated for these additional duties
• The Remuneration must take into account both short-term factors (such as revenue and profit during the evaluation period) and long-term factors (such as stock price, long-term profitability, etc.)
• The results of the evaluation of the members of the Board of Directors and the Executive Management team must be an important basis for determining the Remuneration
• The Remuneration needs to take into account sustainability factors such as the achievement of sustainability-related KPIs. |
Resolution 2407 |
YES |
| (B)C.1.7 |
Is the company’s Whistle Blowing System managed by independent parties / institutions? |
Page 46 of the Sustainability Report indicates that PVCFC creates 3 different channels (hotline, email and mailbox) for reporters to report on any mis-conducts.
The channels are manged by risk and compliance function which are independent. The whole whistleblowing system is managed by whistleblowing council comprising of board members and representatives from different stakeholders (including employees). The Council is led by Mrs Hoa, an independent director. The Council also independently reviews the investigation results and determine the final treatment on each reported case.
On top of this, the Party inspection Committee, a totally idependent party/organisation, is responsible for overseeing anti-corruption situation of PVCFC
|
1. Regulation on whistleblowing
2. Sustainability Report 2023
|
YES |
| (B)D. |
Disclosure and transparency |
1/1 |
| (B)D.1 |
Quality of Annual Report |
1/1 |
| (B)D.1.1 |
Are the audited annual financial report /statement released within 60 days from the financial year end? |
PVCFC's Financial report was published on 29/02/2024 (59 days after the financial year end) |
Audited consolidated financial statements 2023
|
YES |
| (B)E. |
Responsibilities of the Board |
7/8 |
| (B)E.1 |
Board Competencies and Diversity |
2/2 |
| (B)E.1.1 |
Does the company have at least one female independent director/commissioner? |
PVCFC's BOD include 1 female independent director: Ms Do Thi Hoa, as stated in PVCFC's Annual Report FY 2023, Page 57.
In addition, the Chair of Supervisory Board, Mrs Phan Thi Cam Huong is also female
|
Annual Report 2023
|
YES |
| (B)E.1.2 |
Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? |
Yes, the company internal regulation stated the policies regarding board diversity. Please see also page 148 of the Annual Report.
The Board also published it's measurable targets as below:
Based on the strategic business direction in the coming years, the BOD has set the following diversity targets to be achieved by 2030:
• The Board of Directors (BOD) shall have a minimum of two independent female BOD members.
• The BOD shall have a minimum of one BOD member with Mergers and Acquisitions (M&A) experience to support the expansion of production and business operations.
• The BOD shall have a minimum of one BOD member with international market experience to meet the needs of expanding production and business operations.
• The BOD shall have a minimum of one BOD member with experience in strategic business planning..
|
1. Annual report 2023
2. Resolution 2407
|
YES |
| (B)E.2 |
Board Structure |
2/2 |
| (B)E.2.1 |
Is the Nominating Committee comprise entirely of independent directors/commissioners? |
PVCFC disclosed the related information about the HR& compensation committee through PVCFC's Annual Report FY 2023, Page 148-149 |
Annual Report 2023
|
YES |
| (B)E.2.2 |
Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? |
PVCFC has disclosed the process of identifying the quality of directors aligned with the company's strategic directions in its regulation on organization and operation of HRC Committee:
Based on the Company's strategic orientation, the HRC Committee reviews, evaluates, develops quality criteria and proposes candidates for members of the BOD ensure the compatibility and diversity of the BOD composition. |
Regulation on organization and operation of HRC Committee |
YES |
| (B)E.3 |
Board Appointments and Re-Election |
1/1 |
| (B)E.3.1 |
Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
The Board has issued a resolutions on the principles to be adopted when searching for board members which include:
The Board of Directors assigns the Human Resources - Compensation Committee to develop a process for searching and nominating board members based on the following principles:
• The search and nomination of board members must be based on criteria approved by the Board of Directors.
• The search should be conducted through various channels including but not limited to: (i) nominations/recommendations from existing shareholders; (ii) searches through professional recruitment agencies; (iii) searches through professional organizations and associations such as Institutes of Directors; (iv) internal sources; (v) self-nominations, etc.
•The search and nomination of board members should be widely publicized. |
Regulation on organization and operation of HRC Committee |
YES |
| (B)E.4 |
Board Structure & Composition |
0/1 |
| (B)E.4.1 |
Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? |
PVCFC's Chairman is not an independent Director as stated in PVCFC's Annual Report FY 2023, Page 55 |
Annual Report 2023
|
NO |
| (B)E.5 |
Risk Oversight |
1/1 |
| (B)E.5.1 |
Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? |
PVCFC disclosed in its Annual Report FY 2023, Page 187 as follow:
Network and information security risks:
The likelihood of cyber-attacks and cybersecurity vulnerabilities can threaten the integrity of intellectual assets and other sensitive information, causing operational disruption as well as affecting the Company’s financial performance and operational results.
The possibility of Ransomware attack can exfiltrate network data, encrypting server system platforms and files, apps and backup system.
The possibility of confidential information related to employees, customers or the company’s operation is exposed to unauthorized parties, causing losses in revenue, assets, regulation and other issues. |
Annual Report 2023
|
YES |
| (B)E.6 |
Board Performance |
1/1 |
| (B)E.6.1 |
Does the company have a separate board level Risk Committee? |
PVCFC currently holding a consolidated Audit and Risk Management Committee as stated in PVCFC's Annual Report FY 2023, Page153.
Also, PVCFC maintains both Supervisory Board (report to General Shareholders) and Audit Committee (under the Board). Both monitor the risk but at different level. This also increase the independence of Audit and Risk Committee
|
Annual Report 2023
|
YES
|