Corporate governance
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- Corporate governance report
- Assessments of the Board of Directors on corporate governance
- Report on the activities of independentmembers of the Board of Directors
- Supervisory Board report
- Transactions, remuneration and other benefits of the BOD, BOM and BOS
- Investor relations report
- Risk identification and management report
Corporate governance report
GOVERNANCE MODEL
Activities of the BOD in 2024
As the highest management body, the BOD represents the interests of shareholders. In 2024, the current BOD actively fulfilled their roles and responsibilities in compliance with good corporate governance standards.
In 2024, the BOD held 8 periodical meetings, in which they solicited written opinions from their members 86 times. Resulting from these requests, 90 resolutions, executive decisions and many directional documents on critical matters were approved as follows:
MoreThe Corporation's governance model consists of the General Meeting of Shareholders, the Board of Directors, the Board of Supervisors, and the President and CEO, in compliance with the Law on Enterprises 2020. Corporate governance complies with and meets the requirements of Decree No.155/2021/ND-CP, dated 31/12/2020, issued by the Government.
Members of BOD, BOS, and BOM are capable and qualified, and their services are free of conflicts of interest. They have performed their roles and duties effectively, contributing to help the Corporation to fulfill its annual production and business plan. The Corporation is constantly working to improve its governance management, heading towards successfully applying upstanding practices such as: improving the BOD’s governance efficiency, improving the supervision of the BOS, implementing supportive solutions in management and administration of production and business: ERP, ISO, KPI management and performance evaluation systems, establishing Committees under the BOD and an ESG monitoring framework.
In 2024, the Board of Directors (BOD) was elected by the General Meeting of Shareholders (GMS) with 5 members, including 01 independent member. Accordingly, the BOD established three (3) Committees in charge of business planning, scientific technology and investment development and risk management and policy administration. The activities of BOD and committees 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.
INFORMATION ON THE BOARD OF DIRECTORS
Activities of the BOD in 20244
List of resolutions and executive decisions of the Board of Directors approved and promulgated in 2024
MoreASSESSMENTS OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE
OVERVIEW
The Corporation's corporate governance has been continuously refined, adhering to best practices for public and listed companies. Committed to BOD’s accountability, oversight, transparency, and stakeholder interests, the Corporation upholds high governance standards. DPM shares have recorded consistent annual improvements in governance scores on the Vietnam Sustainability Index (VNSI).
RESULTS
As the governing body between General Meetings of Shareholders, the Board of Directors affirmed that in 2024, corporate governance remained effective and continuously improved under varying conditions, ensuring the successful achievement of the Corporation’s production and business targets set by the General Meeting of Shareholders.
The Board of Directors has fulfilled its responsibilities, with key highlights of 2024 as follows:
ASSESSMENT OF THE BOARD OF DIRECTORS ON THE BOARD OF MANAGEMENT'S OPERATIONS
A general assessment of the Board of Management on business operation management:
- The members of the Board of Management are all qualified, capable, and qualified, professionally trained, knowledgeable in their assigned fields, and have extensive experience managing and administering significant projects/enterprises.
- The President & CEO has delegated specific roles to the Vice Presidents and conducted weekly briefings to assess weekly work results and assign the work plan for the following term.
- The Board of Management conducted the unit's business activities in accordance with the General Meeting of Shareholders' resolutions, under the direction of the Board of Directors, and in strict compliance with the enterprise's charter and legal provisions.
- The Board of Management maintained a comprehensive awareness of the Corporation's advantages and disadvantages, which enabled it to adapt operating production and business activities while also issuing internal documents in accordance with its authority to effectively control the Corporation's production and business activities; effectively performing the role of risk control beginning with the Board of Management and middle managers.
ASSESSMENT ON ENVIRONMENTAL AND SOCIAL RESPONSIBILITIES
- The Corporation is committed to upholding the highest standards of environmental and social responsibility in all of its manufacturing, commercial, and investment activities. The Corporation's primary activities are in the sector of fertilizer and chemical production, both of which are environmentally responsible and have a high potential for negative impact on the environment. Compliance with applicable safety and environmental laws is therefore a major emphasis during production. In product distribution, the Corporation is constantly developing programs and initiatives to educate farmers about the effective and economical use of fertilizers while reducing environmental impact. The Corporation remains focused on its duties and obligations to society. It has consistently and actively contributed to social security work and cared for its employees throughout the years.
- The Corporation's mid- and long-term strategy outlines a clear ESG direction and policy, reaffirming its ongoing commitment to environmental responsibility and sustainability. It continues to support rural communities, a priority increasingly valued in recent years and collaborates with state shareholders to promote the national "green growth" strategy. The Corporation is developing a strategy to reduce greenhouse gas emissions through management solutions, technological advancements, and investments in energy-efficient projects, while prioritizing renewable, alternative, and cost-effective energy sources and emission-reducing materials.
- In 2024, the BOM established an ESG apparatus to ensure compliance, research energy-saving solutions, energy transition and efficiency, and implement measures to reduce greenhouse gas emissions and improve energy savings in the annual audit report.
THE BOARD OF DIRECTORS' PLANS AND ORIENTATIONS FOR 2025
| No. | Item | Unit | Plan 2025 |
|---|---|---|---|
| 1 | Production output | ||
| 1.1 | Phu My urea | Thousand tons | 780,0 |
| 1.2 | Phu My NPK | Thousand tons | 165,0 |
| 1.3 | Other fertilizers (produced by the factory) | Thousand tons | 8,5 |
| 1.4 | UFC 85 | Thousand tons | 12,0 |
| 1.5 | NH3 (for trading) | Thousand tons | 51,0 |
| 2 | Sales volume | ||
| 2.1 | Phu My urea | Thousand tons | 800,0 |
| 2.2 | Phu My NPK | Thousand tons | 175,0 |
| 2.3 | Other fertilizers (produced by the factory) | Thousand tons | 9,0 |
| 2.4 | UFC 85 | Thousand tons | 9,0 |
| 2.5 | NH3 | Thousand tons | 50,0 |
| 2.6 | Other fertilizers | Thousand tons | 235,0 |
| 2.7 | CO2 | Thousand tons | 36,0 |
| 2.8 | Other chemicals | Thousand tons | 6,8 |
| No. | Item | Unit | Plan 2025 |
|---|---|---|---|
| 1 | Total revenue | Billion VND | 12.876 |
| 2 | Profit before tax | Billion VND | 410 |
| 3 | Profit after tax | Billion VND | 320 |
| 4 | Budget payable | Billion VND | 252 |
| 5 | Average labor productivity
(based on revenue) |
Million VND/person/month | 676 |
Financial plan
| No. | Item | Unit | Plan 2025 |
|---|---|---|---|
| 1 | Owner’s equity, in which | Billion VND | 10.508 |
| Charter capital/average charter capital | Billion VND | 6.800 | |
| 2 | Total revenue | Billion VND | 11.817 |
| 3 | Profit before tax | Billion VND | 369 |
| 4 | Profit after tax | Billion VND | 294 |
| 5 | Ratio of Profit after Tax/Average Owner’s equity | % | 2,8 |
| 6 | Ratio of Dividend/Charter capital | % | 12 |
| 7 | Total debt/total Owner’s equity | times | 0,52 |
Capital investment plan
| No. | Item | Unit | Plan 2025 |
|---|---|---|---|
| I | Total capital investment | Billion VND | 1.040,5 |
| 1 | Capex | Billion VND | 400,5 |
| 2 | Procurement projects | Billion VND | 640,0 |
| II | Capital investment source | Billion VND | 1.040,5 |
| 1 | Owner’s equity | Billion VND | 1.040,5 |
| 2 | Loans and others | Billion VND | 0 |
| III | Capital expenditure | Billion VND | 1.040,5 |
| 1 | Owner’s equity | Billion VND | 1.040,5 |
| 2 | Loans and others | Billion VND | 0 |
REPORT ON THE ACTIVITIES OF INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS
Mr. Ho Quyet Thang has served as non-executive independent members of the BOD, have attended or authorized to attend all meetings and given independent opinions and voted on issues decided by BOD; participated in supervising and directing the activities of BOM as assigned by BOD from their appointment until dismissal.
Comments from the independent member of the BOD on the governance/management of PVFCCo in 2024
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 2024.
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 2024, the Corporation successfully restructured to streamline its organizational structure and improve its business model, while finalizing the internal document system. Notably, corporate governance was strengthened with the establishment of Committees to oversee risk management and sustainability.
The independent members of the BOD have 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, the 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.
SUPERVISORY BOARD REPORT
ACTIVITIES OF SUPERVISORY BOARD
Income statement of PVFCCo and report on performance of the BOD and the President and CEO
The Supervisory Board (SB) has reviewed the Board of Directors' Performance Report and the President and CEO’s Report and concurs with their content. It affirms that the Corporation has exceeded its 2024 business and production targets. The reports accurately reflect the Corporation’s operations and the performance of the Board of Directors and the President and CEO, with key indicators as follows:
MoreTRANSACTIONS, REMUNERATION AND OTHER BENEFITS OF THE BOD, BOM AND BOS
SALARIES, BONUSES, REMUNERATION AND BENEFITS OF THE BOD, BOM AND BOS
- PVFCCo 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 2024
Trading of internal shareholders' and related persons' shares
No transactions in 2024
Contract or transaction with internal shareholders
In 2024, there were no transactions between the Corporation and the members of Board of Directors, Board of Supervisors, Board of Management and managers.
Contracts or transactions with related organizations and individuals
MoreINVESTOR RELATIONS REPORT
Hosted and participated in more than
0
meeting events
interacting with nearly
0
investors and shareholders
Objectives
Ensuring transparent, accurate, and timely information disclosure while upholding shareholderS' equity in accordance with legal and corporate governance standards, thereby enhancing governance quality and adherence to sustainable development principles.
- Committing to consistently implementing principles in shareholder relation activities, ensuring compliance with regulations on information disclosure for listed companies, based on transparency and access to information in a fair manner.
- Having a focal point of implementing investor relation activities to ensure that the information disclosed to the outside was consistent, approved, directed and supervised from the highest level of leadership in the Corporation.
- Ensuring that all shareholders had fair and favorable access to information through various forms of communication (direct, indirect, intermediary organizations etc.).
- Ensuring a transparent Annual General Meeting of Shareholders process by providing shareholders with full access to information before, during, and after the event, while enabling voting and participation through various channels (online, fax, letter, or proxy). Annual General Meeting of Shareholders documents and guidelines are available in both Vietnamese and English to ensure accurate and comprehensive updates for all shareholders.
- Recommending that the BOD execute dividend payments promptly and in accordance with the shareholder-approved annual plan, while ensuring timely and accurate responses to shareholder inquiries on procedures, schedules, and payment amounts.
- The IR team and the division managing the Corporation’s website (via email and hotline) serve as the primary focal points for receiving shareholder inquiries and complaints. They coordinate with the Compliance Manager and relevant divisions to address concerns and ensure timely reporting to the highest level of leadership in the Corporation.
In 2024, the IR team implemented the following main activities
- Meetings with shareholders: Hosted and participated in more than 30 meeting events, interacting with nearly 400 investors and shareholders periodically and on request. Quarterly, the IR department held online and in-person meetings with representatives of domestic and foreign investment funds and analysts from major brokerage organizations in the stock market to update information on periodic business results and respond to investors about issues of their interest. The IR team conducts meetings in English and Vietnamese based on attendees' preferences.
- Safeguarding shareholder rights and ensuring equitable treatment for all shareholders: The IR department supports the Management in conscientiously safeguarding shareholder rights in accordance with the principles and regulations outlined in the Corporation's Charter and Vietnamese law.
- Executed regular and ad-hoc information disclosures, along with specialized communication
materials tailored for shareholders and investors: The IR team is responsible for preparing the
semi-annual Investor Newsletter and Annual Report. It holds quarterly meetings, both online and
offline, to provide performance updates and address inquiries from domestic and foreign investors
and brokers. Publications and meetings are conducted in both English and Vietnamese to ensure
clear and comprehensive access to information for all shareholders. Furthermore, the Investor
Relations section on the Corporation's website, available in English and Vietnamese, is structured
for clarity and efficiency, enabling investors to access updates and request feedback in a timely
manner.
In addition to publishing specialized materials for shareholders and investors, the Corporation ensures full compliance with all periodic and ad hoc disclosure regulations. No disclosure violations were recorded in 2024.
- Organized the 2024 Annual General Meeting of Shareholders according to regulations: The IR department actively implemented coordination and connection to ensure timely provision of information to shareholders before, during and after meetings in accordance with regulations and support procedures related to the full implementation of shareholders’ rights at meetings.
- Prepared and submitted periodic and on-demand reports to the senior management of the Corporation regarding shareholder/investor feedback on the Corporation's operations, the valuation of DPM stock, trading trends, as well as related proposals and recommendations.
IR orientation in 2025
In 2025, under the strategic direction and support of the Corporation’s Management, Investor Relations will be further strengthened, leveraging digital transformation to enhance disclosure efficiency and align with corporate objectives. Efforts will focus on reinforcing governance, ensuring transparency, maintaining regulatory compliance, and upholding shareholder equality. These initiatives aim to drive sustainable growth and create long-term value for shareholders, partners, employees, and society.
Risk Identification and Management Report
To effectively oversee and minimize risks, ensuring the secure operation of business activities and investments. In 2024, PVFCCo pinpointed critical risk categories and executed efficient risk management measures to meet its goals::
PVFCCo has maintained uninterrupted plant operations, optimizing product efficiency despite volatile commodity prices and intensifying market competition.
PVFCCo continued its diversification into new products while still developing its traditional products to affirm the leading position in fertilizer production and trading in the domestic market.
Operated new investment projects with new products, deployed and traded fertilizer and chemical products manufactured by PVFCCo, in order to fulfill its long-term strategic objectives.
To realize the above-mentioned goals for sustainable development and best protection of shareholders’ interests while fulfilling social responsibilities in 2024, PVFCCo identified the following key risk groups:
01
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Market risks
The expanding landscape of Vietnam's economy, while yielding positive outcomes, exerts profound influence on PVFCCo's business endeavors.
02
Production risks
PVFCCo has continuously operated Phu My Fertilizer Plant safely and achieved impressive records. However, since the Plant has operated continuously for more than 20 years, there are a lot of potential risks. Therefore, the risk management activities in the coming years will focus on controlling risks in production principles, product quality, safety and environment.
03
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FINANCIAL RISKS
- Risks of exchange rate
- Financial risks and the goal of reforming investment activities contributing capital to Associates
04
RISKS OF ENVIRONMENT AND LAW
Climate change has impacted most majority of regions and crops in the country. In the future, climate change is expected to become even more unpredictable, indirectly affecting the production and business activities of fertilizer companies in general, and PVFCCo in particular.
The tax policies of Vietnam are frequent changes and supplements directly related to the fertilizer industry. Therefore, risks regarding tax policy application, and changes to taxes on fertilizers will have great effects on PVFCCo’s operation.
The Vietnamese Government's commitment to green and sustainable development will be formalized into legal regulations applicable to all enterprises. In the fertilizer and chemical industry, the Corporation is committed to full compliance with sustainability regulations and standards.
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ENHANCEMENTS IN RISK MANAGEMENT
In 2024, PVFCCo enhanced its risk management framework by establishing a structured, professional system with comprehensive regulations across governance, execution, and supervision.
- Functional units and departments serve as the first line of defense, accountable for risk management, internal control maintenance, and daily control execution.
- The second line of defense comprises a specialized compliance and risk management department responsible for risk identification and ensuring effective risk control in the first line.
- The third line of defense, internal audit, is established and continuously enhanced to strengthen risk management oversight.
