VND
20.83
billion
RESULTS OF SUPERVISING OPERATION AND FINANCIAL SITUATION IN 2021
Business and production operation
Business and production operation
In 2021, besides the advantages thanks to highly increased selling price, PVCFC faced many difficulties due to the Covid-19 pandemic complicated developments and the sharp increase in oil prices. However, with the efforts in implementing solutions for energy/material optimization and cost savings/reduction, maintaining safe and stable plant operation and being flexible in sales, PVCFC has exceeded almost production and business plan in 2021, to be specific (according to PVCFC’s audited consolidated financial statements):
Note: Targets for 2021 were implemented according to PVCFC’s Disclosure No.2064/PVCFC-IR dated 27 December 2021. These targets were adjusted to replace the production and business targets approved in the Resolution No.854/NQ-PVCFC dated 27 April 2021 of Annual General Meeting of Shareholders 2021.
Investment project to produce complex fertilizers from molten Urea with a capacity of 300,000 tons/year was behind schedule. From 01 December 2021, copyright provider has cooperated with General Contractor and PVCFC to inspect entire production line and conducted a trial run of NPK products with formula 20-20-15, 16-16-8, etc.
In addition, PVCFC also implemented some projects such as raw CO2 conversion and supply, Long An raw material warehouse, research and development center, etc.
Total value of investment and equipment procurement in 2021 was VND 72.58 billion, reaching 75% of the plan.
In 2021, PVCFC has developed and issued regulations on functions, tasks, authority and organizational structure of functional divisions/departments; Continue to update and complete the Regulations and Operational Procedures according to the new model in line with the Company’s strategic goals.
In the third quarter of 2021, the Company’s Board of Directors established the Audit and Risk Management Committee, and the Governance, Human Resources and Compensation Committee to perfect the governance model following good practices, ensuring that the Company’s activities can be operated effectively, complying with legal regulations, the Company’s Charter, internal regulations and processes.
Governance is always the top focus of PVCFC’s Leadership, pioneering in applying advanced management system tools, implementing digital technology transformation, building corporate culture, etc. Details are as follows:
- In the context of the Covid-19 pandemic in 2021, thanks to well-prepared technology background, the Company has adapted to “live with the pandemic”, minimizing the impact of the social distancing, which has stalled and disrupted supply.
- Implemented the project to strengthen corporate governance capacity. Specifically, the Company has established Project Management Division to coordinate the implementation of IFC’s recommendations: (i) The Company is committed to apply good corporate governance practices; (ii) Develop and publish the Company’s Code of Business Conduct and Ethics; (iii) Improve disclosure in the annual report to demonstrate the Company’s commitment to environmental, social, and governance sustainability (ESG); (iv) Develop policy on management of interests of related parties; (v) Develop a project implementation plan to promote gender equality at PVCFC.
- Made financial statements, management reports according to international practices of IFRS; Managed R&D activities and intellectual property, managed risks, etc. in order to increase competitiveness, attract investors and enhance corporate value.
- Recreated PVCFC’s culture; Basically, the cultural identity part has been built and continued to focus on the stage of applying identity culture.
As of 31 December 2021, PVCFC has only invested in one (01) subsidiary - PetroVietnam Packaging Joint Stock Company (PPC), with contributed capital of VND 20.83 billion, accounting for 51.03% of charter capital. In 2021, PPC has completed its production and business targets, in which profit after tax in 2021 is VND 5.8 billion, reaching 102.2% of the target, and ROE reaches 12.08%.
PetroVietnam Packaging Joint Stock Company (PPC)
PVCFC CONTRIBUTED
The Company’s internal control system was established right from the early years of the Company’s establishment to focus on the inspection and control of compliance, operations, finance, and risks.
The Company has completed the management model in 3 lines. The internal processes and risk management system are built according to COSO standards. The Board of Directors also pays great attention to internal audit; therefore, a consultant firm is hired to review the internal audit process and regulations, build a 3-year internal audit plan and an assurance map to help the 3 management lines operate effectively.
Currently, the Company’s internal control, internal audit and risk management systems are operating well and effectively. The top risks are soon identified and solutions are provided in a timely manner.
Financial statement appraisal
The Supervisory Board has appraised the quarterly, semi-annual and annual financial statements in 2021 to ensure their correctness and transparency. The appraisal results are as follows:
- The financial statements have fully, truly and reasonably reflected the financial position of the Company as of 31 December 2021, as well as its business performance in 2021.
- The recording, opening of accounting books and classification of economic contents are in line with current accounting standards and accounting regimes.
- The basic financial indicators showed that the Company’s financial position was healthy, ensuring solvency, preserving and developing capital, to be specific:
- Current ratio reached 2.28 times
- Quick payout ratio reached 1.59 times
- Debt-to-total-assets ratio reached 0.32 times
- Debt-to-equity ratio reached 0.48 times
- Consolidated return on equity (ROE) reached 26.46%
- Consolidated return on on total assets (ROA) reached 18.46%
- Capital preservation ratio as of 31 December reached 1.2 times (consolidated equity as of 31 December 2021 was VND 7,478 billion; consolidated equity as of 31 December 2020 was VND 6,326 billion).
ASSESSMENT OF THE ROLE, RESPONSIBILITIES AND INDEPENDENCE OF INDEPENDENT AUDIT
PricewaterhouseCooper (PwC) Vietnam Co., Ltd. was selected to audit PVCFC’s financial statements in 2021. PwC has reviewed and audited the semi-annual and annual financial statements in a cautious, independent and objective manner. The audit firm has complied with professional ethics and standards during the audit. The audit results of the financial statements have fully, truly and reasonably reflected the financial position as well as the business performance of the Company.
ASSESSMENT OF THE COMPANY’S BUSINESS PERFORMANCE AND REPORTS OF THE BOARD OF DIRECTORS, GENERAL DIRECTOR AND OTHER MANAGEMENT
- In 2021, the Board of Directors has held 12 monthly meetings and 34 times to collect written opinions to comprehensively direct all aspects of the Company’s business, review the production and business situation, invested projects, especially urge the progress of NPK project and give timely direction in the context of complicated progress of the Covid-19 pandemic. In addition, the Board of Directors also organized and participated in other 39 meetings/training sessions (21 thematic meetings, 9 training sessions and 9 short meetings to handle the General Director’s submissions) to in-depth exchange of specialized work, strategic orientation and direct the Board of Management to implement solutions.
- The Board of Directors has issued 64 documents including Resolutions, Decisions and Directives related to PVCFC’s operation in accordance with the order and authority prescribed by the Enterprise Law and the Company’s Charter.
- The Board of Directors has focused on improving the corporate governance capacity, so they have hired consultants (IFC, Deloitte, etc.) to assess the corporate governance situation, thereby building a roadmap to be in line with the best practices of good corporate governance. The Board of Directors established the Audit and Risk Management Committee, the Governance, Human Resources and Compensation Committee to strengthen the governance and promote the supervisory role of the Committees. Independent members of BOD are assigned to be Chairman of the Committees in order to increase the independence in performing the tasks of the Committees.
- Members of BOD fully participate in meetings and work with a high sense of responsibility. In 2021, BOD has performed well its role of supervision, direction, as well as strategic orientation and created all favorable conditions for the Board of Management to operate the Company’s business.
- The independent members of BOD have promoted their roles well, properly performed their functions and duties to ensure the common interests of the Company and Shareholders.
- The Board of Management seriously implemented the Resolutions, Decisions and Directives of BOD and the General Meeting of Shareholders.
- The Board of Management operates the Company’s production and business flexibly and proactively, resulting to exceed production and business targets in 2021.
- The reports of the Board of Directors and of the General Director submitted to the General Meeting of Shareholders have fully and truly reflected the management, administration and operation results of the Company.
ASSESSMENT OF OPERATION COOPERATION BETWEEN SUPERVISORY BOARD, BOARD OF DIRECTORS, BOARD OF MANAGEMENT AND SHAREHOLDERS
- The coordination between the Supervisory Board for the activities of the Board of Directors and the Board of Management is based on transparency and clarity principles, and in compliance with the Laws and the Company’s regulations in order to ensure the interests of the Company and its shareholders.
- The Board of Directors and the Board of Management have closely coordinated and created favorable conditions for the Supervisory Board in carrying out inspection and supervision. They also provide adequate information and related documents, always invite to participate in meetings and implement recommendations of the Supervisory Board.
- The Supervisory Board has closely coordinated with the Board of Directors and the Board of Management in inspecting and supervising activities at the Company to take timely measures to handle existing problems to improve operational efficiency, ensure proper and complete compliance with current regulations of State agencies.
- The Supervisory Board has fully fulfilled its reporting obligations to shareholders in accordance with the provisions of the Enterprise Law and the Company’s Charter.
RECOMMENDATIONS OF THE SUPERVISORY BOARD
In order to ensure that the production and business activities at PVCFC follow the plan in 2022 to be highly effective, the Supervisory Board recommends a number of contents as follows:
1
Continue to improve governance in accordance with good practices, especially risk management.
2
Promote research to diversify sources of materials, diversify products to increase flexibility and sustainable development in production and business activities.
3
Continue to carry out cost saving/reduction, optimizing energy to help improve production and business efficiency.
4
Complete the settlement of NPK projects and develop a specific plan to sell NPK products with high quality and efficiency.
OPERATING PLAN OF THE SUPERVISORY BOARD IN 2022
In 2022, the Supervisory Board properly implements the rights and responsibilities as prescribed in the Enterprise Law, the Company’s Charter and the tasks in 2022 set out by the General Meeting of Shareholders. The Supervisory Board will focus on inspecting and monitoring the following main contents:
1
Inspect/supervise the implementation and compliance with the Company’s Charter, Enterprise Law, State laws; implementation and compliance with Regulations, Resolutions, Decisions and Directives of the Board of Directors and the General Director.
2
Inspect/supervise the implementation of the Resolution of the Annual General Meeting of Shareholders in 2022; financial position, capital balance and cash flow management, operational efficiency and debt solvency, capital management and use, capital preservation and development.
3
Inspect, supervise the implementation of quarterly and annually production and business plans in 2022; implementation of investment projects.
4
Appraise PVCFC’s quarterly, semi-annual and annual financial statements.
5
Prepare reports to submit to the General Meeting of Shareholders and perform other tasks in accordance with the current provisions of the Enterprise Law and the Company’s Charter.
PROPOSED SELECTION OF AUDIT FIRMS
On the basis of reviewing and evaluating the capacity of independent audit firms, the Supervisory Board of PetroVietnam Camau Fertilizer Joint Stock Company would like to submit to the Board of Directors authorized by the General Meeting of Shareholders to select one of the following audit firms, including Deloitte Vietnam Co., Ltd., KPMG (Vietnam) Co., Ltd., Ernst & Young Vietnam Co., Ltd., PwC (Vietnam) Co., Ltd. to audit the Company’s financial statements in 2022.