During the past 20 years, PVFCCo has always maintained the trust of customers and partners on the basis of ensuring production and business efficiency. In particular, in 2022 PVFCCo made a spectacular breakthrough, continuously setting records when exceeding production and business targets. This is a solid premise for PVFCCo to confidently conquer higher goals in the coming age.
| No. | Full name | Position | Number of DPM shares | |
|---|---|---|---|---|
| Representative | Individual ownership | |||
| Board of Directors | ||||
| 1 | Hoang Trong Dung | Chairman of the BOD, Full-Time, Non-Executive, not concurrently holding any position in other organizations (position held since 27/04/2021) | 92,300,253 | - |
| 2 | Le Cu Tan | Member of the BOD cum President and CEO, not concurrently holding any position in other organizations | 62,624,000 | 170,500 |
| 3 | Duong Tri Hoi | Member of the BOD, Full-Time, Non-Executive, not concurrently holding any position in other organizations | 39,140,000 | - |
| 4 | Trinh Van Khiem | Member of the BOD, Full-Time, Non-Executive, not concurrently holding any position in other organizations | 39,140,000 | - |
| 5 | Louis T Nguyen | Independent Member of the BOD, Non-Executive, CEO of SAM (Saigon Asset Management) | - | - |
| Board of Management | ||||
| 1 | Le Cu Tan | President and CEO | 62,624,000 | 170,500 |
| 2 | Le Van Quoc Viet | Vice President | - | - |
| 3 | Le Thi Thu Huong | Vice President | - | - |
| 4 | Tran Thi Phuong Thao | Vice President | - | 33,700 |
| 5 | Cao Trung Kien | Vice President | - | - |
| 6 | Dao Van Ngoc | Vice President | - | - |
| 7 | Ta Quang Huy | Vice President | - | - |
| Board of Supervisors | ||||
| 1 | Huynh Kim Nhan | Chief Supervisor (Full-Time) | - | - |
| 2 | Le Vinh Van | Member of the BOS (Full-Time) | - | - |
| 3 | Luong Phuong | Member of the BOS | - | - |
| Chief accountant | ||||
| 1 | Vo Ngoc Phuong | Chief accountant | - | - |
Position
Chairman of the BOD, Full-Time, Non-Executive, not concurrently holding any position in other organizations (position held since 27/04/2021)
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Member of the BOD cum President and CEO, not concurrently holding any position in other organizations
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Member of the BOD, Full-Time, Non-Executive, not concurrently holding any position in other organizations
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Member of the BOD, Full-Time, Non-Executive, not concurrently holding any position in other organizations
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Independent Member of the BOD, Non-Executive, CEO of SAM (Saigon Asset Management)
Number of DPM shares representative
Number of DPM shares individual ownership
Position
President and CEO
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Vice President
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Vice President
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Vice President
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Vice President
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Vice President
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Vice President
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Chief Supervisor (Full-Time)
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Member of the BOS (Full-Time)
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Member of the BOS
Number of DPM shares representative
Number of DPM shares individual ownership
Position
Chief accountant
Number of DPM shares representative
Number of DPM shares individual ownership
The Board of Directors (BOD) for 2022 was elected by the General Meeting of Shareholders (GMS) with 5 members as clearly indicated above. There were no Sub-committees established. The activities within BOD’s authority were specifically assigned to full-time members in charge of each field for inspection and verification so that the BOD could make decisions while supervising, directing, and urging the Corporation to implement the provided resolutions and decisions depending on assigned fields.
As the highest management body, the BOD represents the interests of shareholders. In 2022, the current BOD had 05 incumbent members (01 independent member) who actively and strictly fulfilled their roles and responsibilities in compliance with good corporate governance standards. The BOD conducts organized full-time activities, makes collective decisions, and assigns tasks to its members based on their respective fields of expertise.
In 2022, the BOD held 4 periodical meetings, in which they solicited written opinions from their members 80 times. Resulting from these requests, 47 resolutions, key decisions and many directional documents on critical matters were approved as follows:
Apart from the periodic and extraordinary sessions, the BOD held regular weekly and monthly work briefings to inspect and evaluate its performance and oversee the BOM’s compliance with BOD’s resolutions and decisions in the production and business activities of the Corporation.
The members of the BOD directed, monitored and ensured the performance of the BOM, through the following activities:
At the time of their election or appointment, all members of the Board of Directors have expertise and training in Corporate Governance.
To meet job requirements, members of the BOD actively learn, train, update, and increase their understanding of corporate governance.
Implementation of corporate governance regulations
PVFCCo complied with all the legal governance regulations of a listed company:
On improving corporate governance capacity in accordance with regional and international governance standards: To conduct/participate in training courses for members of the BOM/BOS/BOD.
Implementation of the Resolutions of the General Meeting of Shareholders and mandated tasks:
According to the Resolution of the 2022 Annual General Meeting of Shareholders, the General Meeting of Shareholders approved the amendments and supplements to the Corporation’s Charter and assigned the Board of Directors to amend and supplement the internal regulations on corporate governances and Regulation on the operation of the Board of Directors in accordance with the Charter (amended). The Board of Directors carried out the review to complete these two regulations in the project on reviewing and completing the overall system of internal documents of the Corporation.
According to the Resolutions of the 2020 Annual General Meeting of Shareholders, the General Meeting of Shareholders authorizes the BOD to seek out and actively decide on the purchase of raw gas supply for the production of Phu My Fertilizer Plant under the authority of the General Meeting of Shareholders, in accordance with the needs of the Corporation’s business and production activities and directions of the competent authorities. As a first step, the BOD approved the extension of the gas purchase and sales contract for 2020 to the end of 2022 and then focused on efforts to implement gas supply contract for upcoming years.
The Board of Directors and the Board of Management implemented their roles and duties in accordance with the laws on corporate governance, the Corporation charter and the executive decisions of the General Meeting of Shareholders and the BOD. The BOD and BOM’s members performed their duties and fully complied with the responsibilities and authorities assigned, as stipulated to protect the interests of all shareholders. The results were reflected in the production and business plans and targets that PVFCCo completed and exceeded in 2022.
In the Corporation, as did other shareholders, the State shareholders had an expectation that the value of the Corporation would increase. In addition to complying with regulations on corporate governance, administrators who are capital representatives were responsible for the management and preservation of the States capital. The Corporation relied heavily on the costs of production materials in the context of declining low-cost gas supply, and the Board of Management made every endeavor to present, propose and protect the State commitments and policies which were most beneficial to it in the field in both the short and long term. The BOD complied with corporate governance standards for listed companies, ensuring that both members and independent members of the BOD enforced their powers and responsibilities.
To approach and adhere to as closely as possible to the advanced corporate governance standards, the BOD was aware of and promoted the review and improvement of activities in the direction of enhancing the effectiveness of the management and supervision system while building up a strong and appropriate hierarchy to reduce its participation in executive activities. In 2022, the Corporation actively coordinated with professional consulting units to implement a restructuring program which would streamline the system while updating and perfecting the medium and long-term development strategy according to the orientation approved by the AGM.
The independent member of the BOD holds responsibility for investor relations, considering that a significant portion of the ownership of the Corporation is with foreign investors. With the company’s operating outcomes being improved in 2022, investor demand for information access has skyrocketed, especially related to the content proposed at the extraordinary General Meeting of Shareholders.
The independent member of the BOD has actively connected with the Management and functional divisions to continue communication to investors about the values and advantages of the Corporation and the efforts of the BOM, BOD to improve governance and ensure the interests of shareholders, as well as bringing contributions and ideas from investors to the Board of Directors on guidelines, development strategies, or directions on finding strategic investors.
Based on the newly updated medium and long-term development strategy, Independent members have been assisting the Board of Directors in finding opportunities and potential partners in the production, distribution, marketing and sales of chemicals and sustainable fertilizer products.
Among other companies which have changed from being wholly state-owned enterprises, the Corporation has demonstrated solid governance foundations.
The BOS appraised the Income statement of the BOD, the Income statement submitted by the President and CEO to the General Meeting of Shareholders and assessed that, in 2022, the Corporation had completed far beyond the business plan approved by the General Meeting of Shareholders. These statements were a true, complete and honest reflection of the real performance of the Corporation.
Corporation’s production results
thousand tons
achieving 111% of the plan
15% compared to 2021
thousand tons
achieving 94% of the plan
VND billion
achieving 110% of the plan
45% compared to 2021
thousand tons
achieving 99% of the plan
6% compared to 2021
thousand tons
achieving 78% of the plan
15% compared to 2021
VND billion
achieving 160% of the plan
74% compared to 2021
Implementation of investment projects
The NH3 Revamp - Phu My NPK Complex was completed and went into operation and is now in process of deploying the Final Acceptance Certificate (FAC), Final settlement of EPC contract, other relevant contracts and project capital settlements. Completing the BCC contract negotiation with PVChem regarding the building of the project for a hydrogen peroxide (H2O2) factory. The Corporation has selected a contractor and started the EC bidding package for the project on a warehouse with a capacity of 20,000 tons of finished products at Phu My Fertilizer Plant.
Regarding restructuring and completion of the governance and administration
Continued to accelerate the implementation of overall restructure of PVFCCo’s organizational and operational model, phase of 2020-2025, merged 13 functional divisions of the Parent company into 8 divisions, signed the contract of consulting and planning the Corporation’s development strategy vision to 2035.
Production and business activities, as well as financial activities, were accurately and reasonably reflected in the financial statements; data and statistics were recorded, classified and presented in line with Vietnamese accounting standards and current regulations, and have been reviewed and audited by Deloitte Vietnam.
Consolidated revenue targets expanded tremendously; selling and administrative expenses were controlled; consolidated pre-tax profit was higher than expected and exceeded the business plan; payment to the State budget reached VND 1,521 billion, an increase of 91% compared to 2021’s amount. The Corporation’s financial statements honestly and reasonably reflected its situation of production, business and financial activities; the recording, classification and presentation were in accordance with accounting standards; the use of capital, investment and procurement were done in accordance with current accounting regulations.
The BOS completed regular and periodical inspection and supervision, cooperated in organization and examination and made reports on production and business activities in 2022. The members of the BOS made efforts and proactively acted independently; proposed solutions to issues they were assigned and successfully completed assigned tasks; complied with the provisions of the Enterprise Law, the company’s Charter and operation regulations of the BOS.
The BOS organized 4 regular meetings, assigned tasks to members, approved the plans for inspection and supervision of units, appraised the quarterly/semi-annual/annual financial statements, approved the supervision reports, responded to shareholders’ opinions, approved the report on salary appraisal and report on summary of task performance of the BOS’s individuals and collectives.
As of 31 December 2022, the total contributed capital to subsidiaries was unchanged, the capital contribution ratio of 75%/charter capital is VND 386.25 billion. These Companies are agents and distributors, making purchases and sales transactions in accordance with regulations and the Company’s charter, ensuring the interests of shareholders.
The Corporation held the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders to resolve business and production issues in 2022, authorize the final settlement of gas prices for the 2014-2018 period, and increase the dividend payout ratio. The members of the BOD are in charge of their own fields, directing items within their power on behalf of the BOD to make decisions, supervise, direct and urge the Corporation to implement the BOD’s resolutions and executive decisions according to the assigned field, completely organize regular meetings. In governance, the BOD works with a sense of responsibility and transparency. The decisions, in collaboration with the BOM to direct and implement the resolution of the General Meeting of Shareholders, swiftly exceeded the production and business plan targets in 2022.
The BOS received close coordination from the Corporation’s BOD and BOM in carrying out management and administration. There was participation in and contribution of ideas to meetings, as well as directing the functional divisions to implement and respond in writing to recommendations and opinions of the BOS and BOM.
Strengthening information disclosures and transparency activities, ensuring fair treatment for all shareholders and protecting their interests, thereby improving the quality of corporate governance and implementation of quality control according to standards for sustainable development, creating a premise to expand the network of cooperation with large and professional organizations while building the shareholders’ trust.
The Corporation was committed to consistently implementing principles in investor relations activities, ensuring compliance with regulations on information disclosure for listed companies, based on transparency and access to information in a fair manner to all shareholders and stakeholders.
In 2022, the IR team implemented activities with the following primary goals
With adverse and favorable developments intertwined in 2022 and efforts to achieve outstanding results, PVFCCo’s staff and leaders were proud of their efforts to overcome difficulties and make good use of potential opportunities in the market in order to bring the highest profits and benefits to shareholders, with operating results that exceeded the key targets defined by shareholders. The impressive growth and performance was clearly reflected in stock valuation in the context of Vietnam’s stock market volatility, going through levels from “highs” to “lows”. From the historic peak of 1,528.57 points on January 6, 2022, the market plummeted to the lowest closing level of 2022 of 911.9 points on November 15, 2022, an equivalent to a decrease of 40.34 %. This was the biggest drop in the world.
In that context, according to market data, DPM’s share price in 2022 was adjusted down slightly by 4.4% with average liquidity remaining at a positive level of over 4 million shares/day. Foreign ownership ratio nearly doubled, to 20% by the end of 2022 from about 9% at the beginning of the year.
In 2023, following the foundation and orientations on Investor Relations activities, under the direction and support of the Corporation’s Board of Directors, the IR segment will continue to be consolidated and deployed in order to connect with the strategic goals of the company with the goal of constantly improving the quality of corporate governances; transparency in information disclosure in all fields; ensuring compliance with regulations and principles of fair treatment of shareholders; heading to stable, sustainable development and constantly adding value to Vietnamese society, shareholders, partners and employees.
Right from the first months of 2022, the world economy was in trouble when the war between Russia and Ukraine pushed up oil prices because of economic sanctions against Russia, while China had not opened its economy yet. These obstacles limited the supply of raw materials, increasing input costs and increasing freight costs. In addition, continuing to fight against the Covid-19 epidemic, the VAT policy was not adjusted accordingly; rising inflation caused economic recession; lending interest rates of banks continued to increase; production costs for agriculture, especially high fertilizer prices, directly affected farmers’ profits, leading to reduction of investment in fertilizers for crops, affecting in the long run the general production and business activities of the Corporation. At the same time, Phu My Fertilizer Plant, after 19 years of operation, had many hidden risks from machinery and equipment expenditures.
In 2022, PVFCCo has identified key risk groups and implemented effective risk management solutions to limit those risks to ensure the safety of production, business and investment activities and has achieved the following:
To realize the above-mentioned goals for the sustainable development and best protection of shareholders’ interests while fulfilling social responsibilities in 2022, PVFCCo successfully managed the following key risk groups.
In order to sustain the top position in the domestic fertilizer sector, PVFCCo has comprehensively reviewed and controlled the following risks:
In 2022, The NH3 Revamp - Phu My NPK Complex has completed the preparation of the audit report for settlement.
In addition, PVFCCo is also focusing on creating new investment projects to invest in various products while taking all advantage of available resources.
In recent years, the foreign exchange rate has been fluctuating with an upward trend. Exchange rate fluctuations can affect the performance of business activities as well as the performance of PVFCCo’s investment projects which use foreign currency. Recognizing the importance of managing exchange rate risks, PVFCCo frequently updated the macroeconomic situation, domestic and global financial status, seriously monitored exchange rate fluctuations to build up and execute appropriate and flexible import and business plans and enhance the efficiency of capital use. In addition to this, PVFCCo also seriously considered its financial management, analyzing and assessing the effect of exchange rate differences on executed projects.
In 2022, PVFCCo has continued to gradually find solutions to divest investments in joint ventures and associates. Although PVFCCo’s objective was to divest capital in these enterprises, it proved extremely difficult to reform long-term capital investment activity when the associate is not operating effectively. To support such members to gradually improve their performance, PVFCCo reinforced supervising associates managing activities through capital representatives while executing activities to support members in managing and directing enterprises.
In recent years, climate change has impacted the majority of regions in our country, in which some have suffered from the detrimental effects of tropical storms, flash floods and long-lasting heavy rain, others have suffered from long-lasting drought, and were affected by soil salinity, and so on. Climate change also negatively influenced agricultural production and plants. In the future, climate change is expected to become even more unpredictable, indirectly affecting the business and production activities of fertilizer companies in general, and PVFCCo in particular.
Vietnam has to open its fertilizer market in the integration progress, and many foreign enterprises are expected to invest in fertilizer production and business which can partly alter urea. Foreign enterprises with experience and great business management will become our strong counterparts in Vietnam.
Read morePVFCCo implemented an executive remuneration scheme for members of the BOD, BOS and BOM in accordance with the law and PVFCCo’s Compensation and Benefits Policy. This is aligned with its annual salary review and budget and the provision of fair reward for the competence and performance of each member.
Part-time members of BOD or BOS are entitled to remuneration according to job role and responsibility.
Details of salaries, remuneration and bonuses in 2022
(Unit: VND million)
| No. | Full name | Position | Salary and bonus fund | ||
|---|---|---|---|---|---|
| Salary fund | Bonus fund | Total income | |||
| I | Board of Directors | 6,938 | 832 | 7.815 | |
| 1 | Hoang Trong Dung | Chairman of the BOD | 1.732 | 216 | 1.948 |
| 2 | Le Cu Tan | Member of the BOD cum President and CEO | 1.848 | 231 | 2.079 |
| 3 | Duong Tri Hoi | Member of the BOD | 1.595 | 199 | 1.795 |
| 4 | Trinh Van Khiem | Member of the BOD | 1.477 | 185 | 1.662 |
| 5 | Louis T Nguyen | Independent member of the BOD | 331 | - | 331 |
| II | Vice president and Chief accountant | 10.642 | 1.330 | 11.972 | |
| 1 | Le Van Quoc Viet | Vice President | 1.595 | 199 | 1.795 |
| 2 | Le Thi Thu Huong | Vice President | 1.595 | 199 | 1.795 |
| 3 | Dao Van Ngoc | Vice President | 1.468 | 184 | 1.652 |
| 4 | Tran Thi Phuong Thao | Vice President | 1.595 | 199 | 1.795 |
| 5 | Cao Trung Kien | Vice President | 1.520 | 190 | 1.709 |
| 6 | Ta Quang Huy | Vice President | 1.420 | 178 | 1.598 |
| 7 | Vo Ngoc Phuong | Chief accountant | 1.447 | 181 | 1.628 |
| III | Board of Supervisors | 3.199 | 363 | 3.562 | |
| 1 | Huynh Kim Nhan | Chief supervisor | 1.595 | 199 | 1.795 |
| 2 | Le Vinh Van | Member of the BOS | 1.313 | 164 | 1.477 |
| 3 | Luong Phuong | Member of the BOS | 291 | - | 291 |
| Total | 20.824 | 2.525 | 23.349 | ||
In 2022, there were no transactions between the Corporation and the members of the Board of Directors, Board of Supervisors, Board of Management and managers.
