| A |
Rights and Equitable Treatment of Shareholders |
30/30 |
| A.1 |
Basic Shareholder Rights |
1/1 |
| A.1.1 |
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
Yes. The dividend is pade within 30 days from the date of declaration.
Dividend payment for 2023 is declared on 12 June 2024 (also the date AGM approved the dividend) as per information disclosure dated 12 June.
The actual payment was made by 11 July 2024 as reported in the periodical governance report to HOSE made on 29 July (page 6, paragraph 4)
|
1. Notice of dividend payment
2. Disclosure on the completion of dividend payment.
|
YES |
| A.2 |
Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. |
15/15 |
| A.2.1 |
Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
Article 13 of the Charter allows AGM and voting in electronic format.
The 2024 and adhoc 2023 AGM regulations allow shareholders to vote both physically and online. Please see the regulation for 2024 AGM.
|
1. Charter of PVCFC
2. AGM 2024 regulation
|
YES |
| A.2.2 |
Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
Article 11 of the Charter allow "A shareholder or a group of shareholders holding at least ten percent (10%) of the total number of ordinary shares have the right to nominate a candidate to the Board of Directors or Board of Supervisors when the Company adds or replaces personnel to the Board of Directors, the Board of Supervisors"
(Clause 3, page 7)
|
Charter of PVCFC |
YES
|
| A.2.3 |
Does the company allow shareholders to elect directors/commissioners individually? |
Yes according to both Charter and the AGM documents allow shareholders to elect directors individually
|
Charter of PVCFC
|
YES
|
| A.2.4 |
Does the company disclose the voting procedures used before the start of meeting? |
Yes. Voting procedures are informed before the meeting together with the invitation.
|
1. AGM 2023
2. AGM 2024
|
YES |
| A.2.5 |
Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? |
APPENDIX 01: DISCUSSION
Q&A Segment: Shareholder Inquiries and Executive Responses (Page 13-15)
|
Minutes of AGM 2024
|
YES
|
| A.2.6 |
Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? |
The company disclosed the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM in Minutes of vote counting and Minutes of AGM
|
1. Minutes of AGM 2024
2. Minutes of vote counting AGM 2024
|
YES
|
| A.2.7 |
Does the company disclose the list of board members who attended the most recent AGM? |
Members of the Board of Directors (BOD) (7/7):
1/ Mr. Tran Ngoc Nguyen Chairman of Board of Directors (BOD);
2/ Mr.Van Tien Thanh Member of BOD and General Director;
3/ Mr. Nguyen Duc Thuan Member of BOD;
4/ Mr. Nguyen Duc Hanh Member of BOD;
5/ Mr. Le Duc Quang Member of BOD;
6/ Mrs. Do Thi Hoa Independent member of BOD;
7/ Mr. Truong Hong Independent member of BOD.
( Chapter 1, Article 1 - Minutes of the 2024 Annual General Meeting of Shareholders ) |
Minutes of AGM 2024
|
YES
|
| A.2.8 |
Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? |
Members of the Board of Directors (BOD) (7/7):
1/ Mr. Tran Ngoc Nguyen Chairman of Board of Directors (BOD);
2/ Mr.Van Tien Thanh Member of BOD and General Director;
3/ Mr. Nguyen Duc Thuan Member of BOD;
4/ Mr. Nguyen Duc Hanh Member of BOD;
5/ Mr. Le Duc Quang Member of BOD;
6/ Mrs. Do Thi Hoa Independent member of BOD;
7/ Mr. Truong Hong Independent member of BOD.
( Chapter 1, Article 1 - Minutes of the 2024 Annual General Meeting of Shareholders )
|
Minutes of AGM 2024
|
YES
|
| A.2.9 |
Does the company allow voting in absentia? |
Article 4 of the Regulation on organization of 2024 AGM allows the absentia to vote.
|
Documents for the 2024 AGM
|
YES
|
| A.2.10 |
Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
1. Internal regulation of governance:
a, Traditional voting: vote directly at the General Meeting or authorizing another
person to vote remotely (by mail, fax, email);
b) E-voting: shall be performed only in case the convenor of the General Meeting of Shareholders/ collection of shareholders' opinions in writing is applied and notify shareholders of this voting method.
Voting on procedural issues in the organization of the meeting shall be conducted by voting cards (for shareholders attending traditional meeting) and electronic voting (for shareholders attending Online meeting), and shall be approved if there are more than 50% of the total voting shares of the shareholders attending the meeting
( Chapter 2, Article 10, - INTERNAL REGULATIONS OF GOVERNANCE )
2. AGM 2024: provide electronic voting guidance
|
1. Internal Regulations of Governance
2. Documents for the 2024 AGM
|
YES |
| A.2.11 |
Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
The Company has engaged an independent firm to oversee the electronic vote
counting process. A supervisory team has been formed to ensure the integrity of the vote counting, comprising 01 independent member of the BOD, 01 Supervisor, and 02 shareholders who are not employees of the Company. Details are as follows:
The Vote Counting Committee was nominated by the Chairperson and
subsequently elected by the General Meeting of Shareholders through an electronic voting process, with an approval rate of 99.9679%, and is composed of:
- Mrs. Nguyen Thu Trang - Representative office in HCM: Head of Committee
- Mrs. Tran Thanh Binh - Office of BOD: Member
- Mr. Nguyen Thao Duong Anh - Information Security Assessment Committee:
Member
Vote counting supervisory team supervised the vote counting process:
- Mr. Truong Hong - Independent member of BOD: Team Leader
- Mr. Do Minh Duong - Supervisor: Member
- Mr. Nguyen Khuong Duy (Shareholder code: 15781, Number of shares authorized: 150.000): Member
- Mrs. Dinh Thi Thuy Duong (Shareholder code: 14459, Number of shares owned: 100): Member
Third independent party to confirm the vote counting results: Bvote Vietnam Joint Stock Company. ( Chapter 3, Article 4 - Minutes of the 2024 Annual General Meeting of Shareholders ) |
1. Minutes of AGM 2024
2. Documents for the 2024 AGM
3. Minutes of vote couting AGM 2024
|
YES |
| A.2.12 |
Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
The 2024 Annual General Meeting of Shareholders of PetroVietnam Ca Mau
Fertilizer Joint Stock Company conducted by combining traditional meeting (in-person) with online participation and Electronic voting was concluded at 12:40 PM on June 11th 2024.
The meeting minutes were announced on June 12, 2024 (one day after the General Meeting of Shareholders took place) |
Minutes and resolutions of AGM 2024
|
YES
|
| A.2.13 |
Does the company provide at least 21 days notice for all AGMs and EGMs? |
Yes, it's required by the charter as minimum.
In fact, the AGM 2024 was notified to the shareholders on 24 April 2024, 47 days before the AGM date (11 June 2024).
|
Notice of AGM 2024 |
YES
|
| A.2.14 |
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
The agenda of the AGM is structured according to the priority of the agenda items which allow the AGM focus their times for more priority item first. |
Documents for the 2024 AGM
Implementation of general meeting fo shareholders resolutions in-the first half of 2024
|
YES
|
| A.2.15 |
Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? |
Yes, the AGM minutes stated that the chairman asked shareholders to provide opinion about the AGM agenda and seek for approval of agenda.
The Notice of Organization of 2024 AGM noted: For any inquiries regarding the General Meeting agenda or the business-production operations of the Company prior to the convening date, please send emails to ir@pvcfc.com.vn
|
1. Minutes and resolutions of AGM 2024
2. Notice of AGM 2024
|
YES |
| A.3 |
Markets for corporate control should be allowed to function in an efficient and transparent manner |
1/1 |
| A.3.1 |
In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? |
During the reporting period, there is no M&A transactions which required shareholder's approval.
In 2024, the company completed an acquisition of KVF. This transaction is under the authorisation of the Board of Director. The Board hired 4 independent professional firms to conduct due diligent in the field of: legal; financial statements, technical, and financial/tax.
|
|
Y |
| A.4 |
The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. |
1/1 |
| A.4.1 |
Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? |
Yes, the company encourages the engagement with shareholders in different method. Details are provided at page 210 of the Annual Report 2023. Few are noted below:
1. Disclosed IR contact details for any communication via email, fax, directly via phone number: 0290 3819 000, website: pvcfc.com.vn, investor relations section: https://www.pvcfc.com.vn/quan-he-dau -tu
2. Attend investor forum
3. Provide investor update monthly (see June and May 2024 investor update as an example)
|
1. Annual Report 2023
2. May investor update
3. June investor update
|
YES |
| A.5 |
Shares and voting rights |
1/1 |
| A.5.1 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
Yes, this is done according to the Enterprise Law and Charter.
The company currently has only one type of stock, common stock.
|
Charter of PVCFC
|
YES
|
| A.6 |
Notice of AGM |
5/5 |
| A.6.1 |
Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? |
Yes, please see the AGM minutes and resolution.
PVCFC shall issue a general resolution and each separate resolution. (approved contents, AGM 2024)
|
1. Minutes and resolutions of AGM 2023
2. Minutes and resolutions of AGM 2024
3. Approved contents, AGM 2024
|
YES
|
| A.6.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
PVCFC's notice of the most recent AGM fully translated into English and are published on the same date (12 June 2024) as the local-language version |
1. Approved contents, AGM 2024
2. Minutes and resolution of AGM 2024
|
YES
|
| |
Does the notice of AGM/circulars have the following details: |
|
|
|
| A.6.3 |
Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? |
In the latest Shareholder meetings which contain the election/re-election of directors, profile of the candidate are included in the meeting documents. Please see the EGM documents 2023 for more details. |
Proposal election of BOD |
YES
|
| A.6.4 |
Are the auditors seeking appointment/re-appointment clearly identified? |
PVCFC's Document for the 2024 annual general meeting of Shareholders stated that: "The Board of Directors decided to select Deloitte Vietnam Co., Ltd. to audit the 2023 financial statements" at Page 31 |
Document for the 2024 annual general meeting of Shareholders |
YES |
| A.6.5 |
Were the proxy documents made easily available? |
PVCFC disclosed the Form of Attorney through PVCFC's Website which is easily accessible for shareholders. The company also provided guidance on how to fill the form in the documents sent to shareholders before AGM |
Form of Attorney |
YES
|
| A.7 |
Insider trading and abusive self-dealing should be prohibited |
1/1 |
| A.7.1 |
Are the directors / commissioners required to report their dealings in company shares within 3 business days? |
Charter (article 42, clause 8) and Regulation on Information Disclosure (Article 20, Clause 6) stated that:
Within 03 business days as of receiving reports related to securities transactions of insiders and related persons in accordance with this Article, PVCFC shall publish them on the Company's website. |
1. Charter of PVCFC
2. Regulation on information disclosure
|
YES |
| A.8 |
Related party transactions by directors and key executives |
3/3 |
| A.8.1 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? |
PVCFC's disclosed in its Annual Report FY 2023, Page 156 as follow:
Audit & Risk Management Committee reported to BOD on: (iv) monitoring transactions with related parties including: evaluating transactions between the company, subsidiaries, other companies where PVCFC holds over 50% of charter capital with BOD members, General Director, executive directors of enterprises and related parties;
Also article 9 (clause 3) of the Audit Committee Charter requires the Committee to review the related party transactions
Article 12 of the Regulations on monitoring conflicts of interest and related person transactions also has this policy
|
1. Annual Report 2023
2. Charter of PVCFC
3. Regulations on minitoring conflicts of interest and related person transactions
4. Implementation of general meeting fo shareholders resolutions in-the first half of 2024
|
YES
|
| A.8.2 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
PVCFC disclosed the Management of Conflict of Interest in PVCFC's Annual Report FY 2023, Page 225 as follow:
Specifically, at Point c, Article 9.3 of the Regulation on Managing Conflict of Interest and Related Party transactions requires: "Members of BOD with related interests to the parties in contracts and transactions shall not have the right to vote”.
|
1. Annual report 2023
2. Regulations on minitoring conflicts of interest and related person transactions
|
YES
|
| A.8.3 |
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
PVCFC disclosed the Management of Conflict of Interest in PVCFC's Annual Report FY 2023, Page 225.
Also, Article 5 of the Regulation on Managing Conflict of Interest and Related Party transactions requires the related party transactions should be conducted in a fair manner.
And in Artical 16 of Financial management regulations stipulates: It is strictly forbidden to use the Company’s funds to lend to individuals ororganizations for purposes unrelated to the Company’s business activities
|
1. Annual report 2023
2. Regulations on minitoring conflicts of interest and related person transactions
3. Financial management Regulation
4. Implementation of general meeting fo shareholders resolutions in-the first half of 2024
|
YES
|
| A.9 |
Protecting minority shareholders from abusive actions |
2/2 |
| A.9.1 |
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? |
PVCFC disclosed the Management of Conflict of Interest in PVCFC's Annual Report FY 2023, Page 225:
The regulations clearly stipulate principles and instructions related to identification, prevention and mechanisms for receiving, processing information, and reporting conflicts of interest that may arise at
PVCFC. These regulations also stipulate instructions on improving management and supervision efficiency, increasing transparency in transactions with related persons at PVCFC; clearly specifying approval authority of the General Meeting of Shareholders and BOD; order, approval procedures, cases of invalid contracts and transactions related to contracts and transactions between PVCFC and related persons.
|
1. Annual report 2023
2. Regulations on minitoring conflicts of interest and related person transactions
3. Implementation of general meeting fo shareholders resolutions in-the first half of 2024
|
YES
|
| A.9.2 |
In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? |
PVCFC stated in its Regulation on Monitoring Conflicts of Interest and Related Person Transactions, Page 15 as follow:
Members of the Board of Directors who have interests related to the parties in
the contract or transaction do not have the right to vote |
1. Regulations on minitoring conflicts of interest and related person transactions
2. Minutes and resolutions of 2023 AGM
|
YES |