| D |
Disclosure and Transparency |
|
|
33/33 |
| D.1 |
Transparent ownership structure |
|
|
5/5 |
| D.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
Yes. Page 155 of the integrated annual report.
|
PVCFC's Annual Report 2023 |
YES |
| D.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
Yes. Page 155 of the integrated annual report.
|
PVCFC's Annual Report 2023 |
YES |
| D.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
Yes, page 146-147 of the integrated annual report. |
PVCFC's Annual Report 2023 |
YES |
| D.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
Yes, page 102 of the integrated annual report. |
PVCFC's Annual Report 2023 |
YES |
| D.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? |
PetroVietnam Ca Mau Fertilizer Joint Stock Company currently has 01 subsidiary, PetroVietnam Packaging Joint Stock Company (PPC).
Ratio of PVCFC holding PPC’s charter capital: 51.03%
Details can be found at page 53 of the annual report
|
PVCFC's Annual Report 2023 |
YES |
| D.2 |
Quality of Annual Report |
|
|
6/6 |
|
Does the company's annual report disclose the following items: |
|
|
|
| D.2.1 |
Corporate objectives |
Yes, page 91 of the integrated annual report. |
PVCFC's Annual Report 2023
|
YES |
| D.2.2 |
Financial performance indicators |
Yes, page 100 of the integrated annual report. |
PVCFC's Annual Report 2023
|
YES |
| D.2.3 |
Non-financial performance indicators |
Yes, page 197 of the integrated annual report disclose environmental and social indicators |
PVCFC's Annual Report 2023
|
YES |
| D.2.4 |
Dividend policy |
2024 AGM resolution approved the dividend for 2023 is at 20% (on page 3) and stated projected dividend for 2024 is 10% (on page 4) |
Minutes and resolutions of AGM 2024
|
YES |
| D.2.5 |
Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners |
PVCFC has disclosed biographical details through corporate website and PVCFC's Annual Report FY 2023, page 54-63
Page 146-147 also state the starting time of the current position for each director
|
PVCFC's Annual Report 2023
|
YES |
|
Corporate Governance Confirmation Statement |
|
|
|
| D.2.6 |
Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non- compliance, identify and explain reasons for each such issue? |
Page 154 of the Annual report.
PVCFC has 100% complied with corporate governance regulations in accordance with current legal regulations of Vietnam. Also PVCFC commit to fully comply with ACGS 2023
|
PVCFC's Annual Report 2023
|
YES |
| D.3 |
Remuneration of Members of the Board and Key Executives |
|
|
4/4 |
| D.3.1 |
Is there disclosure of the fee structure for non-executive directors/commissioners? |
PVCFC has disclosed fee structure, including Salary, remuneration and benefits of each BOD member through PVCFC's Annual Report FY 2023, Page 178 - 179.
PVCFC applies the best measures to identify BOD effectiveness through the BOD evaluation process. All BOD members are evaluated at least once a year to appraise their work performance as a governance entity and operational effectiveness of BOD to make appropriate adjustments.
|
PVCFC's Annual Report 2023 |
YES |
| D.3.2 |
Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner? |
PVCFC has disclosed details of remuneration, including Salary, remuneration and benefits of each BOD member through PVCFC's Annual Report FY 2023, Page 178 - 179.
|
PVCFC's Annual Report 2023 |
YES |
| D.3.3 |
Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
PVCFC has disclosed fee structure, including Salary, remuneration and benefits of each BOD member through PVCFC's Annual Report FY 2023, Page 178 - 179.
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.
Evaluation results based on 3 levels in correspondence with the weighing system as bonus and salary formulation such as (1) Excellent performance: 1.20; (2) task completion: 1.00; (3) task non-completion: salary: 0.80 and bonus: 0.00. Evaluation of work performance of each member shall be considered and applied by BOD in upcoming appropriate time. |
PVCFC's Annual Report 2023 |
YES |
| D.3.4 |
Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? |
Yes, please see page 178-179 of the annual report. The CEO is also a board member.
|
PVCFC's Annual Report 2023 |
YES |
| D.4 |
Disclosure of related party transactions (RPT) |
|
|
2/2 |
| D.4.1 |
Does the company disclose its policy covering the review and approval of material RPTs? |
Yes, the company has a separate policy to manage related party transaction. Also in the annual report, the company disclosed how they manage conflict of interest including related party transaction on page 225. |
1. Annual report 2023
2. Regulations on minitoring conflicts of interest and related person transactions
|
YES |
| D.4.2 |
Does the company disclose the name, relationship, nature and value for each material RPTs? |
Page 181-183 of the Annual report discloses the details of related party transactions during the year. |
PVCFC's Annual Report 2023 (page 245)
|
YES |
| D.4.7 |
Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? |
The company disclose its environment and social issues on a separate chapter in their Annual Integrated Report |
PVCFC's Annual Report 2023
|
YES |
| D.5 |
Directors and commissioners dealings in shares of the company |
|
|
1/1 |
| D.5.1 |
Does the company disclose trading in the company's shares by insiders? |
PVCFC has disclosed trading in the company's shares by insiders through PVCFC's Annual Report FY 2023, Page 181.
In 2023, Mr. Van Tien Thanh - BOD member cum General Director purchased 79,000 DCM
shares, a number of shares hold after the transaction is 109,000 shares.
In addition, the Company, in 2023, received no information about other insider trading |
PVCFC's Annual Report 2023 |
NO |
| D.6 |
Mechanisms for employee participation should be permitted to develop. |
|
|
2/2 |
|
Where the same audit firm is engaged for both audit and non-audit services |
|
|
|
| D.6.1 |
Are the audit and non-audit fees disclosed? |
PVCFC has disclosed the audit and non-audit fees through PVCFC's Annual Report FY 2023, Page 157.
Audit service fee: 927.8 million VND (VAT included)
Non-audit service fee: 333,7 million VND
|
PVCFC's Annual Report 2023 |
YES |
| D.6.2 |
Does the company explicitly disclose the policies and practices on training and development programmes for its employees? |
- "Training & coaching policies: the Company builds human resource training and development plans including in-depth management training courses, regular training courses for working skills, foreign language as well as other internal training course for employees" (page 109)
- "The Company has set up talent attraction policies, training personnel according to expert ranks, and internship programs to supplement human resources." (page 206)
Also see page 242-243 for the actual training activities
|
PVCFC's Annual Report 2023 |
YES |
| D.7 |
Medium of communications |
|
|
4/4 |
| |
Does the company use the following modes of communication? |
|
|
|
| D.7.1 |
Quarterly reporting |
The company published it’s quarterly financial report on website |
Financial report
|
YES |
| D.7.2 |
Company website |
PVCFC has set up company website
|
Website |
YES |
| D.7.3 |
Analyst's briefing |
Yes, the company has disclosed the periodical analysis of Securities Company.
In addition, the company also published its monthly operational update for investors/shareholders
|
Link
Link
|
YES |
| D.7.4 |
Media briefings /press conferences |
Yes, the company has disclosed the periodical analysis of Securities Company.
In addition, the company also published its monthly operational update for investors/shareholders
PVCFC also quoted the media coverage on the company in the website
|
Link
Link
Link
|
YES |
| D.8 |
Timely filing/release of annual/financial reports |
|
|
3/3 |
| C.8.1 |
Are the audited annual financial report / statement released within 120 days from the financial year end? |
PVCFC has disclosed the audited annual financial report 60 days from the financial year end.
PVCFC's financial year end at 31/12 annually
PVCFC has disclosed its Audited Annual Financial report FY 2023 on 29/02/2024
|
Audited consolidated financial statements 2023
|
YES |
| C.8.2 |
Is the annual report released within 120 days from the financial year end? |
PVCFC has disclosed the Annual report within 79 days from the financial year end.
PVCFC's financial year end at 31/12 annually
PVCFC has disclosed its Annual Report FY 2023 on 19/03/2024 |
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf
|
YES |
| D.8.3 |
Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
PVCFC's BOD has affirmed the true and fairness representation of the annual financial report FY 2023.
The Executive Board of the Company is responsible for preparing the consolidated financial statements, which give a true and fair view of the consolidated financial position of the Company as at 31 December 2023
|
Audited consolidated financial statements 2023
|
YES |
| D.9 |
Company website |
|
|
6/6 |
|
Does the company have a website disclosing up-to-date information on the following: |
|
|
|
| D.9.1 |
Financial statements/reports (latest quarterly) |
PVCFC has disclosed the latest quarterly financial report for the 2nd quarter of year 2024
|
Q2.2024 Consolidated Financial Statements |
YES |
| D.9.2 |
Materials provided in briefings to analysts and media |
Yes, the company has disclosed the periodical analysis of Securities Company.
In addition, the company also published its monthly operational update for investors/shareholders
|
https://www.pvcfc.com.vn/en-US/investor-relations/research-analyst
https://www.pvcfc.com.vn/en-US/investor-relations/other-information-disclosures
|
YES |
| D.9.3 |
Downloadable annual report |
PVCFC has disclosed the Downloadable Annual Report FY 2023 through PVCFC's Website
|
https://www.pvcfc.com.vn/Data/Sites/1/media/bao-cao-thuong-nien/2023/value-drives-prosperity-2023---v2.pdf |
YES |
| D.9.4 |
Notice of AGM and/or EGM |
PVCFC has disclosed the notice and documents for AGM 2024 separately well before the meeting
PVCFC has disclosed the notice and documents for EGM 2023 separately well before the meeting
|
- Notice of the AGM 2024
Link
- Documents for AGM 2024 Link
- EGM 2023 notice
Link
- EGM document 2023
Link
|
YES |
| D.9.5 |
Minutes of AGM and/or EGM |
PVCFC has disclosed the Minutes of AGM 2024 and EGM 2023 through PVCFC's Website
|
- Minutes and Resolution of AGM 2024
Link
- Minutes of EGM2023Link
|
YES |
| D.9.6 |
Company's constitution (company's by-laws, memorandum and articles of association) |
Company charter is published on website |
Charter of PVCFC |
YES |
| D.10 |
Investor relations |
|
|
1/1 |
| D.10.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? |
PVCFC has disclosed the contact details for investor relations through PVCFC's Website
Investor Relations
Contact: Do Thanh Hung
02903819000_ext 570
Mobile: 0913897704
ir@pvcfc.com.vn
This is also disclosed in page 16 and 210 of the Annual Report
|
Website
Link
|
YES |