| E |
Responsibilities of the Board |
 |
|
| E.1 |
Board Duties and Responsibilities |
 |
|
| |
Clearly defined board responsibilities and corporate governance policy |
|
|
| E.1.1 |
Does the company disclose its corporate governance policy / board charter? |
PVCFC has disclosed its Internal Regulation on Governance on PVCFC's Website
PVCFC has also disclosed its Regulation on operation of the board of directors
|
https://www.pvcfc.com.vn/Data/Sites/1/media/dieule-quyche-bieumau/quy-ch%E1%BA%BF-ho%E1%BA%A1t-%C4%91%E1%BB%99ng-h%C4%91qt_en.docx.pdf
https://www.pvcfc.com.vn/Data/Sites/1/media/dieule-quyche-bieumau/quy-ch%E1%BA%BF-n%E1%BB%99i-b%E1%BB%99-v%E1%BB%81-qu%E1%BA%A3n-tr%E1%BB%8B_en.docx.pdf
|
Y |
|
|
| E.1.2 |
Are the types of decisions requiring board of directors/commissioners' approval disclosed ? |
Yes, It's defined in Article 26 of the Charter.
Also, the company disclose this on page 164-167 of the Annual Report the actual board activities in 2023
|
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/dai-hoi-dong-co-dong/2023/approved-docs/resolution-regarding-the-promulgation-of-charter-of-petrovietnam-camau-fertilizer_15.6.2023.pdf
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf
|
Y |
|
|
| E.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
PVCFC has disclosed the function of the Board through PVCFC's Annual Report FY 2023, Page 154 - 155
PVCFC has also disclosed the Field of responsibility for each BOD member through PVCFC Annual Report FY 2023, Page 158 - 159
|
PVCFC's Annual Report 2023 |
Y |
|
|
| |
Corporate Vision/Mission |
|
|
| E.1.4 |
Does the company have an updated vision and mission statement? |
PVCFC has disclosed the updated Vision and mission statement through PVCFC's Annual Report FY 2023, Page 11
Vision: To become the leading company in the region in the field of fertilizer production and trading.
Mission: Contribute to fertilizer supply and food security by pioneering nutritional solutions for plants.
|
PVCFC's Annual Report 2023
|
Y |
|
|
| E.1.5 |
Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? |
PVCFC's BOD played a leading role in the process of developing and reviewing the company's strategy every 6 months as disclosed in PVCFC's Annual Report FY 2023, Page 155
BOD has reviewed business and production strategy at least 1 time in every 6 months through BOD meetings.
|
PVCFC's Annual Report 2023
|
Y |
|
|
| E.1.6 |
Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
BOD members reviewed, monitored and oversee the implementation of the corporate strategy as stated in PVCFC's Annual Report FY 2023, Page 155
To make these effective, before BOD meetings, the Executive Board should need to provide reports on implementation of business strategy approved by BOD and being sent to BOD members for consideration. BOD has also assigned jobs for individuals in charge of reviewing business strategies to report to BOD. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2 |
Board structure |
 |
|
| |
Code of Ethics or Conduct |
|
|
| E.2.1 |
Are the details of the code of ethics or conduct disclosed? |
PVCFC's disclosed its Code of Conduct through PVCFC's Website and PVCFC's Annual Report FY 2023, Page 223 |
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-tai-chinh/2022/code-of-business-conduct_coc.pdf
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf
|
Y |
|
|
| E.2.2 |
Are all directors/commissioners, senior management and employees required to comply with the code/s? |
Yes, it's defined in the CoC.
Also, page 223 of the Annual Report re-emphasize this "The Code provides specific guidance on how to behave as an employee (including members of BOD and Executive Board) of PVCFC when interacting with any related entities"
|
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-tai-chinh/2022/code-of-business-conduct_coc.pdf |
Y |
|
|
| E.2.3 |
Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
Article 25 of the Code mentioned that the Board is responsible for supervising the execution of the Code of Conduct. It also defines the role of Executive and middle management in implementing and monitoring the implementation of the code. |
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-tai-chinh/2022/code-of-business-conduct_coc.pdf |
Y |
|
|
| |
Nominating Committee |
|
|
| E.2.4 |
Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
PVCFC's independent directors ratio is only 25% of BOD as disclosed in PVCFC's Annual Report FY 2023, Page 148-149 |
PVCFC's Annual Report 2023
|
NO |
|
|
| E.2.5 |
Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners?
1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011
|
PVCFC's independent directors' term have not exceeded the limit of 9 years or 2 terms of 5 years as documented in PVCFC's Annual Report, Page 146 - 147
The Company charter (Article 25, clause 2) requires each director term should not exceed 5 years. An independent director should not sit in the board in more than 2 consecutive terms. A director should not sit in the board of more than 5 other companies |
PVCFC's Annual Report 2023
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/dai-hoi-dong-co-dong/2023/approved-docs/resolution-regarding-the-promulgation-of-charter-of-petrovietnam-camau-fertilizer_15.6.2023.pdf
|
Y |
|
|
| E.2.6 |
Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
PVCFC has set the limit of 5 Board seats that an individual Independent/non - executive Director/ Commissioner may hold simultaneously through PVCFC's Annual Report FY 2023, Page 149
The Company charter (Article 25, clause 2) requires each director term should not exceed 5 years. An independent director should not sit in the board in more than 2 consecutive terms. A director should not sit in the board of more than 5 other companies |
PVCFC's Annual Report 2023
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/dai-hoi-dong-co-dong/2023/approved-docs/resolution-regarding-the-promulgation-of-charter-of-petrovietnam-camau-fertilizer_15.6.2023.pdf
|
Y |
|
|
| E.2.7 |
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
PVCFC has no executive directors who serve on more than two boards of listed companies outside of the group as stated in PVCFC's Annual Report FY 2023 (page 148-149) |
PVCFC's Annual Report 2023
|
Y |
|
|
| |
Nominating Committee |
|
|
| E.2.8 |
Does the company have a Nominating Committee? |
PVCFC has publicly disclosed the existence of Human Capital and Compensation Committee through PVCFC's Annual Report FY 2023, page 157.
The charter of the Committee can also be found on website
|
PVCFC's Annual Report 2023
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/quy-che-dieu-le-cong-ty/2024/eng/regulation-on-organization-and-operation-of-hr-and-compensation-committee_upt-06.2024.pdf |
Y |
|
|
| E.2.9 |
Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
Annual Report FY 2023, Page 152. The Committee is comprise of 2 members. An independent director who also served as chairman and a non-executive director served as member. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.10 |
Is the chairman of the Nominating Committee an independent director/commissioner? |
The Chairman of the HC&C committee is Mr. Truong Hong - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149 |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.2.11 |
Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? |
PVCFC has disclosed the regulation on organization and operation of the HR and Compensation Committee through PVCFC's Website |
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/quy-che-dieu-le-cong-ty/2024/eng/regulation-on-organization-and-operation-of-hr-and-compensation-committee_upt-06.2024.pdf
|
Y |
|
|
| E.2.12 |
Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? |
PVCFC disclosed the meeting attendance of the HR and Compensation Committee through PVCFC's Annual Report FY 2023, Page 152 |
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-tai-chinh/2022/code-of-business-conduct_coc.pdf
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf
|
Y |
|
|
| |
Remuneration Committee / Compensation Committee |
|
|
| E.2.13 |
Does the company have a Remuneration Committee? |
PVCFC has publicly disclosed the existence of Human Capital and Compensation Committee through PVCFC's Annual Report FY 2023 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.14 |
Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners ? |
The Chairman of the HC&C committee is Mr. Truong Hong - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.15 |
Is the chairman of the Remuneration Committee an independent director/commissioner? |
The Chairman of the HC&C committee is Mr. Truong Hong - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.16 |
Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? |
PVCFC has disclosed the regulation on organization and operation of the HR and Compensation Committee through PVCFC's Website |
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/quy-che-dieu-le-cong-ty/2024/eng/regulation-on-organization-and-operation-of-hr-and-compensation-committee_upt-06.2024.pdf
|
Y |
|
|
| E.2.17 |
Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? |
PVCFC disclosed the meeting attendance of the HR and Compensation Committee through PVCFC's Annual Report FY 2023, Page 152 |
PVCFC's Annual Report 2023
|
Y |
|
|
| |
Audit Committee |
|
|
| E.2.18 |
Does the company have an Audit Committee? |
PVCFC has publicly disclosed the existence of Audit Committee through PVCFC's Annual Report FY 2023, page 156 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.19 |
Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
PVCFC disclosed the member of the Audit Committee through PVCFC's Annual Report FY 2023, Page 148 - 149.
At the reporting date, 100% Audit and Risk Committee are non-executive directors. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.20 |
Is the chairman of the Audit Committee an independent director/commissioner? |
The Chairwomen of the Audit committee is Ms. Do Thi Hoa - Independent Director as disclosed in PVCFC's Annual Report FY 2023, Page 149 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.21 |
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
PVCFC has disclosed the regulation on organization and operation of the HR and Compensation Committee through PVCFC's Website |
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/quy-che-dieu-le-cong-ty/2024/eng/decision-promulgating-regulation---15032024.pdf |
Y |
|
|
| E.2.22 |
Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
PVCFC disclosed the expertise of members of the Audit Committee through PVCFC's Annual Report FY 2023, Page 149.
Ms. Do Thi Hoa - Chairwomen of the Committee - has a Bachelor degree of Industrial Accounting |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.23 |
Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? |
PVCFC disclosed the meeting attendance of the HR and Compensation Committee through PVCFC's Annual Report FY 2023, Page 152 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.2.24 |
Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? |
Page 169 of the Annual report mentions that the Supervisory Board review and recommend the independent auditor for the AGM's approval. This is also mentioned in the Supervisory Board Regulation |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3 |
Board Processes |
|
|
| |
Board meetings and attendance |
|
|
| E.3.1 |
Are the board of directors meeting scheduled before the start of financial year? |
The Board has approved the Board Meeting schedule and agenda for 3 years period from 2024-2026. This plan is published on website. |
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/cong-bo-khac/2024/eng/The%203-Year%20Operations%20Plan%20(2024%20-%202026)%20of%20BOD_uptd.pdf
|
Y |
|
|
| E.3.2 |
Does the board of directors/commissioners meet at least six times during the year? |
PVCFC disclosed the number of meetings during the year of 13 times during the year through PVCFC's Annual Report FY 2023, Page 154 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.3 |
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
PVCFC disclosed the attendance rates of meetings during the fiscal year of 100% for all directors during the year through PVCFC's Annual Report FY 2023, Page 154 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.4 |
Does the company require a minimum quorum of at least 2/3 for board decisions? |
Yes. The Article 29, item 8 states "A meeting of the Board of Directors shall be held when it is attended by at
least three fourths (3/4) of the members." |
Charter of PVCFC
|
Y |
|
|
| E.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
PVCFC disclosed the separated meeting of non-executive directors 1 time during the fiscal year without any executives present through PVCFC's Annual Report FY 2023, Page 154.
On January 29 2024, chaired by BOD Chairman, non-executive Directors organized a private meeting to discuss operation related issues of General Director, reviewing the succession plan of key personnel of the Company under management of BOD.
On May 31th, 2024, chaired by BOD Chairman, non-executive Directors organized a private meeting to discuss on the operating orientation of the Board of Directors' Office (Report on corporate governance semiannual 2024, page 6) |
PVCFC's Annual Report
Report on corporate governance semiannual 2024:
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/bao-cao-quan-tri/eng/Report%20on%20corporate%20governance%20semiannual%202024F.pdf
|
Y |
|
|
| |
Access to information |
|
|
| E.3.6 |
Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
As stated in PVCFC's Annual Report FY 2023, Page 154, documents of BOD meetings are sent to members 05 days before the date of organizing meetings and updated before the meetings. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.7 |
Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
PVCFC disclosed the significant role of the company secretary in supporting the Board in discharging its responsibilities through PVCFC's Annual Report FY 2023, Page 154
The BOD, with effective support from Corporate Secretary, oversees compliance with regulations and selected corporate governance frameworks. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
PVCFC's Company secretary received training and programs of updating new regulations on Corporate governance as stated in PVCFC's Annual Report FY 2023, Page 169 |
PVCFC's Annual Report 2023 |
Y |
|
|
| |
Board Appointments and Re-Election |
|
|
| E.3.9 |
Does the company disclose the criteria used in selecting new directors/commissioners? |
PVCFC has disclosed the criteria for selection of new director in the documents sent to EGM 2023.
It's defined in Article 2.2 of the MEMBERS OF THE BOARD ELECTION REGULATION (Part 2, page 11)
The Board of Directors assigns the Nomination and Remuneration Committee, to develop the criteria for selecting members of the Board of Directors (please see the Resolution 2407/NQ-PVCFC)
|
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/dai-hoi-dong-co-dong/2023/egm-notice/documents-extraordinary-general-meeting-of-shareholders-2023_11.01.2024.pdf
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/cong-bo-khac/2024/eng/Resolution-2407-approve-contents-to-meet-the-criteria-of-ACGS2023.pdf
|
Y |
|
|
| E.3.10 |
Did the company describe the process followed in appointing new directors/commissioners? |
PVCFC described the process of seeking and selecting new directors/commissioners through PVCFC's Annual Report FY 2023, Page 154 - 155.
Apart from nomination from shareholders/groups of shareholders owning from 10% of capital and up, BOD including independent Directors also seek candidates from their networks as well as discuss with other professional organizations. As a result, Mr. Nguyen Duc Thuan has been nominated by a major shareholder and app |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.11 |
Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years(2) each?
2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011
|
Article 25, item 2 defines terms of director is 5 years and independent director can not sit in the board for more than 2 consecutive terms. |
Charter of PVCFC
|
Y |
|
|
| |
Remuneration Matters |
|
|
| E.3.12 |
Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
PVCFC disclosed the approval of the remuneration of executive directors and/or the senior executives through PVCFC's Annual Report FY 2023, Page 178.
On a yearly basis, BOD evaluates work performance of each member of Management and Executive Boards through self-evaluation of each member. Then, BOD organizes an official meeting for careful consideration to identify work performance, contribution and efforts made by each member of BOD in an accurate, full and objective manner |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.13 |
Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? |
Page 178 of the Annual Report "Salary, remuneration, bonus and benefits paid
to BOD shall be calculated and paid in correspondence to actual number of members, time in office and salary coefficient, remuneration for each title of management board, executive board and work performance that BOD members undertook including long-term factors such as compliance with regulations of the Law and social-environmental regulations."
The BOD assigns the responsibility to the Nomination and Remuneration Committee, to establish an evaluation policy for the members of the BOD and Executive Management. (Please see the Resolution 2407/NQ-PVCFC) |
PVCFC's Annual Report 2023
https://www.pvcfc.com.vn/Data/Sites/1/media/quan-he-nha-dau-tu/cong-bo-khac/2024/eng/Resolution-2407-approve-contents-to-meet-the-criteria-of-ACGS2023.pdf
|
Y |
|
|
| |
Internal Audit |
|
|
| E.3.14 |
Does the company have a separate internal audit function? |
PVCFC has publicly disclosed the existence of Internal Audit Division through PVCFC's Annual Report FY 2023, Page 153 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.15 |
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
The head of internal Audit is identified as Mr. Vu Chi Duong through PVCFC's Annual Report FY 2023, Page 153 |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.16 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The responsibility of appointment and removal of the internal auditor requires the approval of the Audit Committee, as stated in PVCFC's Annual Report FY 2023, Page 156.
Audit & Risk Management Committee bears the responsibilities of proposing organizational structure of Internal Audit Division on appointing, dismissing positions of head of Internal Audit Division and submitted to BOD. |
PVCFC's Annual Report 2023 |
Y |
|
|
| |
Risk Oversight |
|
|
| E.3.17 |
Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? |
PVCFC currently applies the Three Lines of Defense Risk Management Framework as disclosed in PVCFC's Annual Report FY 2023, Page 185 - 187
PVCFC has applied “The three lines of defense” to support BOD and the General Director to be responsible for supervision and operation of risk management by identifying factors that can affect missions, vision and strategic goals of the Company
Following operational practices over the past years, PVCFC has reviewed, updated risk management frameworks aligned with the company’s strategic goals in each period. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.18 |
Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? |
PVCFC's Annual Report FY 2023 disclose that the BOD has conducted a review of the company’s material controls in Page 186.
Executive Board has reviewed, evaluated, identified and issued company-level risk documents and unit-level risk documents to identify the root causes of risks, outlining solutions and actions in details, assigning wholesale units and coordinating units the jobs of ensuring efficiency of risk management goals. By classifying risks in 4 main groups at risk management regulations, PVCFC has identified company-level material risks as follows: Strategic Risk; Operational Risk; Compliance Risk and Financial Risk. |
PVCFC's Annual Report 2023
|
Y |
|
|
| E.3.19 |
Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? |
PVCFC disclosed key risk that Company is materially exposed to in PVCFC's Annual Report FY 2023, Page 187. |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.3.20 |
Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? |
PVCFC stated that Supervisory Board has evaluated Internal Control, Internal Audit and Risk Management systems and concluded that "The Company's internal control system, internal audit, and risk management has operated effectively and efficiently to ensure compliance and prevent risks and fraud.". See Annual Report Fy 2023, Page 138 |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.4 |
People on the Board |
|
|
| |
Board Chairman |
|
|
| E.4.1 |
Do different persons assume the roles of chairman and CEO? |
PVCFC's Chairman is Mr. Tran Ngoc Nguyen whereas General Director is Mr. Van Tien Thanh as stated in PVCFC's Annual Report FY 2023, Page 148. |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.4.2 |
Is the chairman an independent director/commissioner? |
PVCFC's Chairman - Mr. Tran Ngoc Nguyen, is not an independent director as stated in PVCFC's Annual Report FY 2023, Page 148. |
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf |
N |
|
|
| E.4.3 |
Is any of the directors a former CEO of the company in the past 2 years? |
No. The current CEO has been in position for more than 3 years |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.4.4 |
Are the roles and responsibilities of the chairman disclosed? |
The roles and responsibilities of BOD Chairman are disclosed in PVCFC's Annual Report FY 2023, Page 158
Performing functions, duties and rights of BOD chairman according to the Company’s charter and current legal documents, being responsible to General Meeting of Shareholders on operations of BOD according to the Company’s charter.
Supervising and directing overall implementation of activities under authority of BOD including: construction, implementation and supervision of the Company’s development strategies. |
PVCFC's Annual Report 2023 |
Y |
|
|
| |
Lead Independent Director |
|
|
| E.4.5 |
If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? |
PVCFC's BOD has appointed Mrs. Do Thi Hoa as lead independent Director in charge of managing independent Directors to enhance independence, avoid abuse of power and prevent potential conflicts of interests, as stated in PVCFC's Annual Report Fy 2023, Page 162 |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.4.6 |
Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? |
Mr Nguyen, Mr Quang who are two non-executive directors have worked for the Company and PVN for many years. See page 148&149 of the Annual Report |
PVCFC's Annual Report 2023 |
Y |
|
|
| E.4.4 |
Are the roles and responsibilities of the chairman disclosed? |
The roles and responsibilities of BOD Chairman are disclosed in PVCFC's Annual Report FY 2023, Page 158
Performing functions, duties and rights of BOD chairman according to the Company’s charter and current legal documents, being responsible to General Meeting of Shareholders on operations of BOD according to the Company’s charter.
Supervising and directing overall implementation of activities under authority of BOD including: construction, implementation and supervision of the Company’s development strategies. |
PVCFC's Annual Report 2023 |
Y |
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Lead Independent Director |
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| E.4.4 |
Are the roles and responsibilities of the chairman disclosed? |
The roles and responsibilities of BOD Chairman are disclosed in PVCFC's Annual Report FY 2023, Page 158
Performing functions, duties and rights of BOD chairman according to the Company’s charter and current legal documents, being responsible to General Meeting of Shareholders on operations of BOD according to the Company’s charter.
Supervising and directing overall implementation of activities under authority of BOD including: construction, implementation and supervision of the Company’s development strategies. |
PVCFC's Annual Report 2023 |
Y |
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| E.5 |
Board Performance |
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Directors Development |
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| E.5.1 |
Does the company have orientation programmes for new directors/commissioners? |
PVCFC disclosed the orientation programs for new directors through PVCFC's Annual Report FY 2024, Page 169
Each newly-appointed BOD member is entitled to induction training programs with basic contents including: culture, goal, business model, corporate strategic orientation. New members of BOD are entitled to in-depth training programs on corporate governance such as Director Certification Program (DCP)-VIOD. BOD, Executive Board has sent representatives to training courses, seminars on corporate governance, good governance practices in the region and around the world, updating new regulations of Enterprise Law, Law on securities, Degrees, Circulars co-organized by HCMC Stock Exchange, VIOD, etc. |
PVCFC's Annual Report 2023 |
Y |
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| E.5.2 |
Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
The roles and responsibilities of BOD Chairman are disclosed in PVCFC's Annual Report FY 2023, Page 158
Performing functions, duties and rights of BOD chairman according to the Company’s charter and current legal documents, being responsible to General Meeting of Shareholders on operations of BOD according to the Company’s charter.
Supervising and directing overall implementation of activities under authority of BOD including: construction, implementation and supervision of the Company’s development strategies. |
PVCFC's Annual Report 2023 |
Y |
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CEO/Executive Management Appointments and Performance |
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| E.5.3 |
Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
On January 29 2024, chaired by BOD Chairman, non-executive Directors organized a private meeting to discuss operation related issues of General Director, reviewing the succession plan of key personnel of the Company under management of BOD.
Please see page 154 of the Annual Report
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PVCFC's Annual Report 2023 |
Y |
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| E.5.4 |
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
PVCFC stated that Salary, remuneration of Executive & Management Boards is identified and paid based on business and production performance, management and executive and supervisory effectiveness of each member in PVCFC's Annual Report FY 2023, Page 178. |
PVCFC's Annual Report 2023 |
Y |
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Board Appraisal |
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| E.5.5 |
Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? |
PVCFC disclosed the report and assessment of the BOD, Supervisory Board, including performance assessment through PVCFC's Annual Report FY 2023, Page 134 - 137 |
PVCFC's Annual Report 2023 |
Y |
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Director Appraisal |
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| E.5.5 |
Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? |
PVCFC disclosed the performance valuation of BOD as in PVCFC's Annual Report FY 2023, Page 161
BOD has built evaluation criteria of performance of BOD. Members of BOD carried out an evaluation process and the Secretary summarized the evaluation results. At the BOD meeting in December 2023, BOD has conducted evaluation and agreed on effective performance of BOD in 2023. |
PVCFC's Annual Report 2023 |
Y |
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Committee Appraisal |
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| E.5.5 |
Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? |
PVCFC disclosed the performance valuation of Committees as in PVCFC's Annual Report FY 2023, Page 163.
On a yearly basis, BOD approves operational plans of Committees under BOD. The Committees implement their tasks according to the approved plans. At year end, based on the operational performance and task completion level, BOD evaluates performance of the Committees. In 2023, the Audit & Risk Management Committee, Human Capital and Compensation Committee were highly valued for performing well. |
PVCFC's Annual Report 2023 |
Y |
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Total score |
37 |