FLEXIBLE DEVELOPMENT

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Structure and activities of the Board of Directors

Information about members of the Board of Directors
Membership start date
No. Full name Position Appointed date Resigned date
1
Mr. Dinh Quoc Lam Chairman September 17, 2018 (Has held the position of Chairman of the BOD since January 15, 2020) -
2
Mr. Le Van Danh Member of the BOD cum President & CEO January 15, 2020
3
Mr. Truong Quoc Phuc Full-time Member of BOD September 17, 2018 June 14, 2022
4
Mr. Nguyen Minh Khoa Part-time Member of BOD January 15, 2020 -
5
Mr. Do Mong Hung Independent Member of BOD September 17, 2018 -
  • Position

    Chairman

  • Appointed date

    September 17, 2018 (Has held the position of Chairman of the BOD since January 15, 2020)

  • Resigned date

    -

  • Position

    Member of the BOD cum President & CEO

  • Appointed date

    January 15, 2020

  • Resigned date

    -

  • Position

    Full-time Member of BOD

  • Appointed date

    September 17, 2018

  • Resigned date

    June 14, 2022

  • Position

    Part-time Member of BOD

  • Appointed date

    January 15, 2020

  • Resigned date

    -

  • Position

    Independent Member of BOD

  • Appointed date

    September 17, 2018

  • Resigned date

    -

Committees under the Board of Directors

The Board of Directors works on the principle of collective leadership under the direction and administration of the Chairman without establishing Committees under Board of Directors.

Assessment of the Board of Directors’s performance

In 2022, the Board of Directors organized the implementation/direction and issued 48 resolutions to address key matters, policies, plans and governance of the Corporation; In addition, the Board of Directors also issued resolutions, decisions and documents to approve and direct Corporation periodic operation with the approval rate of 100% to perform the operational direction function.

Number of meetings of THE Board of Directors in 2022:
No. Full name Number of meetings attended Attendance ratio Absent reasons
1
Mr. Dinh Quoc Lam
Chairman
12/12 100%
2
Mr. Le Van Danh
Member of BOD, President & CEO
12/12 100%
3
Mr. Truong Quoc Phuc
Full time Member of BOD
5/5 100% Resigned from BOD from June 14, 2022
4
Mr. Nguyen Minh Khoa
Part-time Member of BOD
12/12 100%
5
Mr. Do Mong Hung
Independent Member of BOD
12/12 100%
  • Position

    Chairman

  • Number of meetings attended

    12/12

  • Attendance ratio

    100%

  • Absent reasons

  • Position

    Member of BOD, President & CEO

  • Number of meetings attended

    12/12

  • Attendance ratio

    100%

  • Absent reasons

  • Position

    Full time Member of BOD

  • Number of meetings attended

    5/5

  • Attendance ratio

    100%

  • Absent reasons

    Thôi giữ Position TV.HĐQT từ June 14, 2022

  • Position

    Part-time Member of BOD

  • Number of meetings attended

    12/12

  • Attendance ratio

    100%

  • Absent reasons

  • Position

    Independent Member of BOD

  • Number of meetings attended

    12/12

  • Attendance ratio

    100%

  • Absent reasons

Training in corporate governance

Members of Corporations Board of Directors, Board of Management, Board of Supervisors and other managers have been participating in the Corporate Governance training courses in accordance with the advanced management frameworks in the world.

Structure and activities of the Board of Supervisors

members of the Board of Supervisors
No. Full name Position Membership start date Qualification
1
Mr. Pham Hung Minh Chief of the Board of Supervisors September 17, 2018 Bachelor of Foreign Economic Relations,Bachelor of Accounting
2
Mr. Dau Duc Chien Member of the Board of Supervisors September 17, 2018 Master of Electrical Engineering, Electrical System Engineer
3
Ms. Vu Hai Ngoc Member of the Board of Supervisors September 17, 2018 MBA, Bachelor of Accounting
  • Position

    Chief of the Board of Supervisors

  • Membership start date

    September 17, 2018

  • Qualification

    Bachelor of Foreign Economic Relations,Bachelor of Accounting

  • Position

    Member of the Board of Supervisors

  • Membership start date

    September 17, 2018

  • Qualification

    Master of Electrical Engineering, Electrical System Engineer

  • Position

    Member of the Board of Supervisors

  • Membership start date

    September 17, 2018

  • Qualification

    MBA, Bachelor of Accounting

members of the Board of Supervisors
No. Full name No. of meetings attended Attendance ratio Voting ratio
1
Mr. Pham Hung Minh 4 100% 100%
2
Mr. Dau Duc Chien 4 100% 100%
3
Ms. Vu Hai Ngoc 4 100% 100%
  • No. of meetings attended

    4

  • Attendance ratio

    100%

  • Voting ratio

    100%

  • No. of meetings attended

    4

  • Attendance ratio

    100%

  • Voting ratio

    100%

  • No. of meetings attended

    4

  • Attendance ratio

    100%

  • Voting ratio

    100%

Transactions, remuneration and benefits of the Board of Directors, the Board of Management and the Board of Supervisors

SALARIES, BONUSES AND REMUNERATION
Salaries, bonuses, remuneration and benefits of the Board of Directors, the Board of Management and the Board of Supervisors in 2022: VND 7.469 billion

RISK MANAGEMENT

RISK MANAGEMENT SYSTEM
EVNGENCO3 builds a risk management framework orienting to international practices and standards, while ensuring the consistency with the Vietnam organizational model and business environment. EVNGENCO3 risk management is built and implemented with the following main objectives.

1

Minimizing and preventing unnecessary risks or damages affecting production and business activities.

2

Creating a smooth, transparent, and effective operating mechanism in management and execution.

3

Ensuring the mechanism and operation comply with the perspective of management, system of standards and procedures, as well as financial management.
EVNGENCO3’s perspective is to have the opportunity at risk. Therefore, risk management is not only about reducing risks, but also analyzing risks, optimizing the correlation relationship between risks and opportunities, accepting risks within the authorized Corporation’s scope. As a result, the Corporations elects and accepts risks carefully and in a controlled manner for reasonable business targets.
EVNGENCO3 is responsible for establishing an effective, comprehensive, synchronous, and interconnected risk management system among levels, in which clearly defines the organizational structure and risk management plan. The risk-managing organizational structure is set up and integrated with the managing and executing organizational structure in which there must be the participation from the highest management and executive levels, the subsidiaries, the departments, and compliance control division. EVNGENCO3 has applied ISO/IEC 27001 as an information security management system (ISMS) to evaluate according to international standards. ISO 21001 certification will establish and maintain an effective management system that helps EVNGENCO3 control the safety and confidentiality of its information assets.
Risks
ECONOMIC RISK

Each national economy has its own certain risks which are formed from the fluctuations of basic factors in the economy such as GDP, inflation, interest rate, exchange rates, trade balance, pandemic, etc. For an integrated economy, the risks will spread faster and the impact from those risks is bigger. As a part of the economy, EVNGENCO3 is not an exception to suffer from those fluctuations.

Operational efficiency and business prospects require enterprises to promptly adapt to the fluctuations of business environment. Analysis of macroeconomic environment helps prevent the impacts from the risk factors on the growth strategy and ensure the operation of the business model.

LEGAL RISK

The Corporation’s production and business are subject to the regulation of the law system and the Government’s policy, including: Law on Enterprise, tax policies, policy on electricity retail price, integration commitments, regulations on environmental protection, etc. Participating in securities market, the Corporation is subject to the legal regulations on securities market. Therefore, the Corporation regularly updates the applicable laws to promptly grasp changes in legal regulations, and at the same time minimize risks.

SPECIFIC RISK
  • Currently, all coal-fired power plants of EVNGENCO3 have signed long-term coal supply contracts with Vietnam National Coal and Mineral Industries Group and Dong Bac Corporation to ensure about 80% of coal demand for the plant operation. Coal price of Vietnam Coal and Mineral Group (TKV), Dong Bac Corporation sold for power production is regulated by State agencies, so coal price is quite stable.
  • For imported coal, the Corporation will balance against domestic sources to import when the price is suitable.
  • Phu My power plants are entitled to gas consumption until 2023, after that time, EVNGENCO3 may have risks of gas price and supply. But this is also an opportunity for EVNGENCO3 to find the imported LNG supply with more competitive price. EVNGENCO3 will buy LNG to make up for the shortage of domestic gas compared to the demand for electricity production due to the decline of gas fields in the Southeast region. In the coming time, according to the plan, some new LNG terminals will also be built, then the gas market will be more competitive.
  • Electricity retail price is regulated and controlled by the Government to ensure benefit balance between the power enterprises and the consumers. To ensure general benefits, the Government issues electricity price framework applicable to different regions and subjects; therefore, the electricity price is not timely adjusted to be suitable to the market situation in some cases. Inflexible price fluctuations in addition to fuel price risks are always a limitation affecting the Corporation’s profit margin.
OTHER RISKS
SECURITIES RISK

Listing shares on HOSE is an inevitable trend to enhance value for shareholders through increasing liquidity and improving governance and, thereby improving the Corporation’s business performance. However, when the Corporation’s shares are listed on HOSE, the price of share will change not only depending on the Corporation’s business by itself but also suffering the impact of general fluctuations in securities market.

OTHER RISKS

Apart from the above-mentioned risks, the Corporation is also subject to other risks such as natural disasters, pandemic, fire, etc., which are force majeure risks that, if occurred, may cause damage to property, people and operation of the Corporation. To minimize risks, the Corporation often timely collects and captures information on the economic, political and social changes as well as the weather to operate the Corporation in an efficient manner.

Each national economy has its own certain risks which are formed from the fluctuations of basic factors in the economy such as GDP, inflation, interest rate, exchange rates, trade balance, pandemic, etc. For an integrated economy, the risks will spread faster and the impact from those risks is bigger. As a part of the economy, EVNGENCO3 is not an exception to suffer from those fluctuations.

Operational efficiency and business prospects require enterprises to promptly adapt to the fluctuations of business environment. Analysis of macroeconomic environment helps prevent the impacts from the risk factors on the growth strategy and ensure the operation of the business model.

The Corporation’s production and business are subject to the regulation of the law system and the Government’s policy, including: Law on Enterprise, tax policies, policy on electricity retail price, integration commitments, regulations on environmental protection, etc. Participating in securities market, the Corporation is subject to the legal regulations on securities market. Therefore, the Corporation regularly updates the applicable laws to promptly grasp changes in legal regulations, and at the same time minimize risks.

  • Currently, all coal-fired power plants of EVNGENCO3 have signed long-term coal supply contracts with Vietnam National Coal and Mineral Industries Group and Dong Bac Corporation to ensure about 80% of coal demand for the plant operation. Coal price of Vietnam Coal and Mineral Group (TKV), Dong Bac Corporation sold for power production is regulated by State agencies, so coal price is quite stable.
  • For imported coal, the Corporation will balance against domestic sources to import when the price is suitable.
  • Phu My power plants are entitled to gas consumption until 2023, after that time, EVNGENCO3 may have risks of gas price and supply. But this is also an opportunity for EVNGENCO3 to find the imported LNG supply with more competitive price. EVNGENCO3 will buy LNG to make up for the shortage of domestic gas compared to the demand for electricity production due to the decline of gas fields in the Southeast region. In the coming time, according to the plan, some new LNG terminals will also be built, then the gas market will be more competitive.
  • Electricity retail price is regulated and controlled by the Government to ensure benefit balance between the power enterprises and the consumers. To ensure general benefits, the Government issues electricity price framework applicable to different regions and subjects; therefore, the electricity price is not timely adjusted to be suitable to the market situation in some cases. Inflexible price fluctuations in addition to fuel price risks are always a limitation affecting the Corporation’s profit margin.
SECURITIES RISK

Listing shares on HOSE is an inevitable trend to enhance value for shareholders through increasing liquidity and improving governance and, thereby improving the Corporation’s business performance. However, when the Corporation’s shares are listed on HOSE, the price of share will change not only depending on the Corporation’s business by itself but also suffering the impact of general fluctuations in securities market.

OTHER RISKS

Apart from the above-mentioned risks, the Corporation is also subject to other risks such as natural disasters, pandemic, fire, etc., which are force majeure risks that, if occurred, may cause damage to property, people and operation of the Corporation. To minimize risks, the Corporation often timely collects and captures information on the economic, political and social changes as well as the weather to operate the Corporation in an efficient manner.

RISK MANAGEMENT REPORT 2022
  • Facing a strong fluctuation in exchange rates and a high increase in fuel prices (i.e., gas and coal) in 2022, the Corporation has met many difficulties to ensure supply of gas and coal for power generation, maintain daily start/stop operation model at Phu My power plants and standby time for long machine units as no mobilization required from system, deploy new power sources and conduct equitization finalization. These are the risks highly affecting the Corporation’s operational efficiency.
  • The Corporation has developed material risk dossiers and process-level risk dossiers in 2022 as assigned schedule. At present, the Corporation has completed 198/366 process-level risk dossiers, exceeding the assigned plan. In which, the Corporation completed 54/97 dossiers; and the member units completed 144/269 dossiers.
  • The implementation of process-level risk dossiers is appropriately done by the units, associated with the professional expertise of each department/workshop.