The economy is undergoing rapid transformation, driven by urgent demands for a shift in growth models, innovative governance thinking, and the optimization of available resources. In response to this dynamic landscape, SHB’s leadership has clearly defined its role and responsibility in setting strategic and management direction according to goals: each leader is envisioned as a catalyst for change, guiding the Bank’s comprehensive transformation, ensuring efficient governance, and delivering the highest value to shareholders, investors, customers, partners, and the wider community.
1. Board of Directors
The Board of Directors is the highest governance body of the Bank, with members elected by the General Meeting of Shareholders, having full authority on behalf of SHB to decide and exercise the rights and obligations of SHB in accordance with the provisions of Law.
1.1. Membership and composition of the Board of Directors for the 2022-2027 term
SHB’s Management and Operations Structure complies with key legal regulations and corporate governance orientations issued by State Management Agencies, including: Decree 155/2020/ND-CP regulating detailing the implementation of a number of articles of the Securities Law; Circular 13/2018/TT-NHNN on internal control systems of commercial banks, foreign bank branches, and amending and supplementing documents; Corporate Governance Principles according to best practices issued in August 2019 by the State Securities Commission and the International Financial Corporation (IFC);
SHB Board of Directors for the 2022-2027 term consists of:
| No | Full name | Position | Appointment date (Term 2022-2027) | Shareholding – with voting right (%) | Titles at other companies |
|---|---|---|---|---|---|
| 1 | Do Quang Hien |
Chairman of the Board of Directors Non-executive |
April 26, 2022 | 2.724 |
|
| 2 | Do Quang Vinh |
Vice Chairman of the Board of Directors Executive |
April 26, 2022 | 2.768 |
|
| 3 | Do Duc Hai |
Vice Chairman of the Board of Directors (dismissed since April 25, 2024) |
April 11, 2023 | 0.005 |
|
| 4 | Thai Quoc Minh |
Member of the Board of Directors Non-executive |
April 26, 2022 | 0.005 | None |
| 5 | Ngo Thu Ha |
Member of the Board of Directors Executive |
April 11, 2023 | 0.078 | None |
| 6 | Pham Viet Dan |
Member of the Board of Directors Non-executive |
April 11, 2023 | 0.004 | None |
| 7 | Do Van Sinh | Independent member of the Board of Directors | April 26, 2022 | 0.004 | None |
| 8 | Haroon Anwar Sheikh |
Independent member of the Board of Directors (dismissed since April 25, 2024) |
April 11, 2023 | None |
Change of members of the Board of Directors
- Number of members of the Board of Directors: 06 members.
- Number of independent members: 01 members.
As SHB’s 32nd Annual General Meeting of Shareholders in 2024, the dismissal of two members of the Board of Directors for the 2022–2027 term was approved: Mr. Do Duc Hai, Vice Chairman of the Board cum Deputy CEO of SHB, and Mr. Haroon Anwar Sheikh, Independent Board Member.
| No | Full name | Title |
|---|---|---|
| 1 | Do Quang Hien | Chairman of the Board |
| 2 | Do Quang Vinh | Vice Chairman of the Board |
| 3 | Thai Quoc Minh | Member of the Board of Directors |
| 4 | Ngo Thu Ha | Member of the Board of Directors |
| 5 | Pham Viet Dan | Member of the Board of Directors |
| 6 | Do Van Sinh | Independent Board Member |
1.2. CSubcommittees of the Board of Directors
In 2024, the Board of Directors reinforced the organizational structure of its key committees, including the Strategy Committee, Human Resources Committee, and Risk Management Committee, as well as other Steering Committees. This enhancement aims to provide timely guidance, strategic oversight, and robust support to the Executive Board in driving and accelerating business performance.
- Strategy Committee;
- Human Resources Committee;
- Risk Management Committee;
- Internal Security Department.
1.3. Activities of the Board of Directors
See more1.4. Activities of non-executive independent directors
Fulfilled the rights and responsibilities of independent members of the Board of Directors in accordance with SHB’s internal regulations and the assignment decision of the BOD/Chairman of the BOD, with diligence and integrity, aiming to effectively enhance SHB’s business outcomes for 2024.
Attended all meetings of the BOD and the Risk Management Committee and actively contributed opinions as well as through written consultations on issues circulated for comment.
Implemented the resolutions and decisions of the Annual General Meeting of Shareholders and the Decision delegated by the BOD.
Duly reported and disclosed information in accordance with applicable law.
Executed designated responsibilities and a, providing timely and effective support to the BOD in decision-making and management of banking operations.
1.5. Activities of subcommittees in the Board of Directors
The Committees/Departments are advisory bodies established by the BOD to assist in governance and oversight functions of the Bank. These include the Strategy Committee, Human Resources Committee, Risk Management Committee, and the Internal Security Department. Their establishment complies with regulations of the State Bank of Vietnam and other applicable laws. Each operates under its own organizational and operational charter as approved by the BOD.
These Committees and BOD-affiliated units report regularly and promptly on their areas of responsibility, ensuring that the BOD remains fully and comprehensively informed to facilitate effective and lawful decision-making, in line with resolutions passed by the AGM.
1
Strategy
Committee (SC)
2
Human
Resources Committee (HRC)
3
Risk
Management Committee (RMC)
4
Internal Security
Department (ISD)
Strategy Committee (SC)
The Strategy Committee (SC), a subcommittee under the BOD, advises and supports the BOD in shaping SHB’s vision, direction, strategic planning, and oversight of SHB’s strategy through transformative initiatives. In 2024, the Strategy Committee continued to fulfill its advisory role in alignment with the BOD’s strategic orientation.
Human Resources Committee (HRC)
The Human Resources Committee, a body directly under the BOD, advises and supports the BOD on personnel matters. Specifically, in 2024, the HRC fulfilled its role by providing advice and support in.
Risk Management Committee (RMC)
The Risk Management Committee (RMC) performs specialized risk governance functions on behalf of the BOD. Implementing the 2024 action plan, the RMC held 04 periodic meetings, 01 meetings on information technology risks, and multiple working sessions with the BOS, the BOM, and the divisions/departments to monitor, evaluate, and advise on risk management measures. Highlights include.
Internal Security Department (ISD)
The Internal Security Department (ISD) is a subordinate unit of the BOD, with the function of advising and assisting the BOD in ensuring security and safety across the SHB system and its member units. In 2024, the ISD fulfilled its role by.
2. Board of Supervisors
The Board of Supervisors (BOS) is a body elected by the AGM, responsible for controlling and evaluating the compliance with internal regulations, legal provisions, Charter and implementation of policies and resolutions passed by the General Meeting of Shareholders and the Board of Directors; Carrying out internal audits of SHB’s business activities and financial statements.
2.1. Members and composition of the Board of Supervisors
| STT | Full name | Position | Shareholding (%) |
|---|---|---|---|
| 1 | Pham Hoa Binh | Head of the Board | 0.006% |
| 2 | Le Thanh Cam | Full time member | 0.002% |
| 3 | Vu Xuan Thuy Son | Full time member | 0.002% |
Brief backgrounds of members of the Board of Supervisory can be referred to on page 19
See details2.2. Operations of the Board of Supervisors
In 2024, operations of SHB’s Board of Supervisors (BOS) were carried out in strict adherence to the responsibilities and authorities outlined by the Law, Charter, and internal regulations of SHB. These actions aligned with the annual and periodical plans and directions set by the BOS, ensuring the comprehensive fulfillment of their duties. Additionally, the BOS undertook supplementary tasks as directed by the BOD and CEO of SHB.
In 2024, the BOS held four regular meetings (scheduled during the second week of the first month of each quarter), focusing on reviewing the prior quarter’s performance and setting directions for the upcoming quarter. All meetings achieved 100% attendance and unanimous approval on discussed matters.
With consensus reached in these meetings, the BOS successfully fulfilled its annual and quarterly work plans and strategic objectives for 2024. Key completed tasks include:
3. Transactions, remuneration and benefits of the Board of Directors, Board of Management and Board of Supervisors
3.1. Salary, bonus, remuneration, benefits
Unit: VND Million
| 2024 | |
|---|---|
| Board of Directors | 11,719 |
| Board of Supervisors | 4,620 |
| Board of Management | 28,373 |
3.2. Share transactions of internal shareholders
See more4.Evaluate the implementation of corporate governance regulations
SHB firmly believes that robust corporate governance practices are essential for ensuring sustainable business development, fostering trust, and maximizing shareholder benefits.
The Board of Directors, Board of Management, and Board of Supervisors of SHB have diligently implemented corporate governance regulations in accordance with the law. SHB prepares its corporate governance report as stipulated in Circular No. 96/2020/TT-BTC dated November 16, 2020. While adhering strictly to Vietnamese corporate governance laws and regulations applicable to listed companies, SHB continuously enhances its governance practices by benchmarking against leading regional and global standards such as the “ASEAN Corporate Governance Scorecard” and the “Corporate Governance Principles according to best practices” guidebook issued by the State Securities Commission and the International Finance Corporation (IFC) in August 2019.
In its efforts to bolster governance practices, SHB has implemented notable enhancements, surpassing previous benchmarks by meeting a greater number of criteria outlined in the ASEAN Corporate Governance Scorecard. This serves as a roadmap for elevating management standards and practices, mitigating risks, and advancing the Bank’s sustainability agenda. Among these improvements, SHB consistently upholds five fundamental corporate governance principles: safeguarding shareholders’ rights, ensuring equitable treatment of shareholders, engaging with stakeholders, maintaining transparent information disclosure, and upholding the responsibilities of the Board of Directors.
4.1. Overall assessment on corporate governance
4.2. Plan to enhance SHB’s corporate governance efficiency
With the aim of progressively aligning with regional and global corporate governance standards, SHB will persist in enhancing its corporate governance practices in the following ways in the foreseeable future:
- Continue to refine and disseminate the Regulations on stock market information disclosure, ensuring thoroughness, rigor, and adherence to the guidelines outlined in Circular 96/2020/TT-BTC issued by the Ministry of Finance. This includes aligning with pertinent laws and regulations governing information disclosure;
- Make continuous efforts to enhance adherence to the standards outlined in existing regulations and international norms, with the aim of delivering comprehensive information to both domestic and international shareholders and investors.
- Develop succession plans, orientation and training programs for new and current Board members to ensure that SHB’s next leadership team has the necessary experience and skills to undertake the task;.
- Develop a specific roadmap to approach the requirement on the ratio of independent directors in the Board of Directors according to best governance practices and Vietnamese legal regulations;
- Increase the participation of independent members in Committees under the Board of Directors to improve the operational efficiency of the Committees in advising and assisting the Board of Directors; Strengthen the independence of Committees under the Board of Directors;
- Hold additional Board of Directors meetings besides regular ones to discuss key issues related to business orientation and major solutions.
(i) Ensuring the effective and precise operation of the risk management and internal control system;
(ii) Playing a pivotal role in enhancing corporate governance practices and;
(iii) Are lines of defense safeguarding investment capital and fostering the creation of long-term sustainable value for shareholders.
4.3. Detailed assessment of SHB’s corporate governance practices according to the ASEAN regional corporate governance scorecard
See more5. Risk management
Amid ongoing market challenges and uncertainties, SHB remains steadfastly committed to strengthening risk management practices to ensure operational resilience and contribute to economic stability and growth. Risk management at SHB is continuously enhanced and comprehensively implemented, forming a solid foundation for the Bank to innovate and drive breakthroughs in an evolving landscape.
SHB conducts annual reviews and assessments of key activities and critical risks to evaluate the overall risk profile.Based on these assessments, SHB measures risk levels and determines the Bank’s risk capacity. This process underpins the development of SHB’s risk appetite, management strategies, and internal control systems to manage critical risks and ensure adequate capital to cover potential losses.
SHB has established a risk management framework to ensure a complete system of policies, regulations, procedures, and guidelines to operate in line with its business strategy and risk management objectives. Material risks are identified, measured, and controlled while maintaining a satisfactory capital adequacy ratio commensurate with the Bank’s risk profile, ensuring its capacity to withstand unexpected market fluctuations.
In 2024, SHB implemented its Environmental and Social Risk Management System (ESMS), fully integrated into the credit approval process with a clear structure. This ensures compliance with legal regulations and meets international standards.
To further strengthen the effectiveness of its risk governance framework, SHB has developed a robust information system and a comprehensive management reporting system to deliver timely and accurate insights into the Bank’s risk exposure. These systems not only support ongoing risk monitoring across business operations but also enable assessments of the impact of risks on the Bank’s asset portfolio and provide forecasting tools for business performance and asset quality, thereby facilitating well-informed and effective business decisions.
In parallel, SHB places strong emphasis on risk management training and communication through targeted training programs, thematic workshops, and internal communication initiatives. These efforts serve as the foundation for building a risk-aware culture across the organization, ensuring that all employees clearly understand and apply risk management principles in all business activities, thereby enhancing governance capabilities and supporting SHB’s sustainable growth.
SHB adopts the three lines of defense model to enhance risk management capabilities across the Bank, in which:
5.3. Material risks management
Credit risk
Credit risk refers to the possibility of financial loss in banking operations caused by clients failing or being unable to fulfill their commitments.
To effectively manage and control credit risk, a system of credit risk management policies has been developed in line with the following principles: (i) Establish an appropriate credit risk management environment; (ii) Carry out the credit granting procedure with close coordination among involved departments; (iii) Identify, measure, and monitor risks in each tier of the three lines of defense to ensure adequate control over credit risk.
SHB also conducts credit risk assessments under both normal operating conditions and adverse market scenarios. In the event of unfavorable market developments, SHB employs scenario analysis to forecast credit growth rates and loan quality. Based on these projections, the Bank proactively develops provisioning plans and implements appropriate control, monitoring, and mitigation measures to manage and reduce non-performing loans in a timely and effective manner.
Environmental and social risks
Green credit represents a global trend within the financial industry, particularly relevant to Vietnam’s finance and banking sector. It aims to achieve a balanced and harmonious development that fosters green growth and sustainability, promoting harmony between the economy and the environment. Acknowledging the significance of green credit, SHB is increasingly prioritizing green credit growth while integrating social and environmental risk management practices into credit extension activities.
SHB’s Environmental and Social Management System (ESMS) has been established with a clear structure and is fully integrated into the credit approval process. The diagram below illustrates the key steps in managing environmental and social risks – from policy formulation, appraisal, and approval to post-disbursement monitoring – ensuring that such risks are effectively identified, controlled, and managed throughout the entire credit lifecycle.
See moreOperational risk
The risk arising from incomplete or faulty internal processes, human factors, errors, system failures, or external factors causing financial losses or non-financial negative impacts to SHB (including legal risks) is defined as operational risk.
SHB has fully implemented the operational risk management framework to align with Circular 13/2018/TT-NHNN requirements and international standards.
In 2024, SHB intensified efforts to strengthen its operational risk management (ORM) culture across all business units. The Bank established designated focal points for ORM at each branch and business center and continued internal training and knowledge-sharing activities on risk management directly within these units. SHB prioritized allocating resources to conduct comprehensive risk assessments and evaluate the effectiveness of key controls, aiming to proactively identify and mitigate operational risks associated with core products, processes, and projects.
SHB also accelerated the evaluation of outsourced operational risks and third-party risks, with a particular focus on IT outsourcing activities, to ensure compliance with legal regulations and to safeguard the security and integrity of the Bank’s IT systems.
In parallel, business continuity management remained a key focus area in 2024. SHB reviewed and updated general policies and Business Continuity Plans (BCPs) for critical business and head office units. The Bank conducted business continuity response tests at over 100 transaction points and several key head office departments to ensure timely and uninterrupted banking operations, customer transactions, and internal processes in the face of potential disruptions.
Information technology risk
Information Technology (IT) risk is the possibility of loss when performing activities related to information systems. IT risks relate to management and use of hardware, software, communications, system interfaces, operations, and people.
At SHB, IT operations are organized and managed based on the ITIL (Information Technology Infrastructure Library) framework. The Bank strictly complies with most of the security and safety regulations issued by the State Bank of Vietnam (SBV), while also adhering to international security standards to ensure the robustness of its internal IT systems, including ISO 27001:2013, PCI DSS, 3D Secure, and the SWIFT Customer Security Controls Framework (CSCF).
In 2024, SHB continued accelerating the adoption of cloud technologies to enhance customer experience, deliver 24/7 services, and mitigate IT-related risks. Notably, the Bank allocated substantial resources to conduct risk assessments for several Level-3 critical systems, focusing strongly on IT risk assessments for the online banking platform. This initiative ensures service availability and robust security for SHB’s digital services.
Furthermore, SHB has been actively refining and updating its existing IT risk assessment policies and procedures. The Bank conducted in-depth risk evaluations for key IT systems and critical technology projects, strengthening its ability to control and manage risks within the ever-evolving technological landscape.
Market Risk
Market risk refers to the potential for adverse fluctuations in interest rates, exchange rates, stock prices, and commodity prices within the market. SHB confronts two primary types of market risk: interest rate risk and exchange rate risk. The Bank has established and fortified a comprehensive system of policy documents, regulations, and processes for managing market risk. These guidelines delineate the steps involved in identifying, measuring, monitoring/controling, and reporting on market risks, as well as outlining the responsibilities of relevant units in market risk management.
In conjunction with the centralized management of interest rate and exchange rate risk at the Head Office, SHB has instituted a comprehensive framework of market risk limits for management. These include status/portfolio limits, teller limits, loss/stop-loss limits, and sensitivity limits. Market risk limits undergo periodic reviews, at least annually, or ad hoc in response to significant market fluctuations. Measurement of market risk is conducted utilizing methods and systems such as Open Position, PV01 sensitivity, and profit and loss assessment based on market value (MtM), along with VaR risk assessment. These measurement methods and tools are subject to regular review and refinement to accurately gauge risks, aligning with market conditions and SHB’s business landscape in each respective period.
Liquidity risk
Liquidity risk refers to the inability to meet debt obligations when due, or meeting them at a cost higher than the market average.
SHB advocates diversifying mobilized capital sources and mobilization terms to enhance liability stability, thereby maintaining a reasonable balance between assets and liabilities and ensuring sufficient highly liquid assets. Mobilization plans are built and monitored safely and effectively in each period, based on each unit’s business plan and the overall strategy of the entire bank, ensuring liquidity under both normal conditions and during crises.
SHB has established and implemented liquidity risk limits, including: maximum net cash flow, solvency ratio, LDR ratio, and the ratio of short-term capital to medium and long-term loans. Daily measurement and monitoring of liquidity risks are conducted. In the 2024-2025 period, SHB continues to implement the Asset and Liability Management (ALM) project, which includes upgrading and refining its liquidity risk management framework, policies, and methodologies. This initiative aims to enhance balance sheet management efficiency and proactively mitigate and prevent liquidity risks for the Bank.
Bank book interest rate risk
Bank book interest rate risk arises when adverse fluctuations of interest rates negatively affect the Bank’s income, asset value, liability value, and off-balance sheet commitment value. To mitigate this risk, SHB maintains a prudent balance in the term structure/revaluation period between assets and liabilities. This is achieved by applying appropriate base interest rate policies to determine loan interest rates, thus curtailing potential interest rate risks like repricing risk and basis risk.
SHB issues and applies bank book interest rate risk limits tailored to the scale and complexity of its business operations and risk tolerance. These include limits on interest rate gap and net interest income (NII). The Bank assesses interest rate risk for both VND and foreign currencies, valued at 5% or more of total assets, using methodologies and indicators such as interest rate gap sensitivity, evaluation of the impact of interest rate fluctuations on NII, and economic value of equity (EVE). Additionally, SHB calculates the required capital for bank book interest rate risk management using the Delta EVE method, in line with Basel III guidelines. As part of the ALM project implementationin 2024-2025, SHB is also continuing to upgrade and refine its policy framework and methodologies for managing bank book interest rate risk.
Anti-money laundering
SHB has established support measures to foster collaboration with international banks, constructing frameworks to adhere to both domestic and international regulations in combating money laundering. This effort aligns with global standards, facilitating partnerships with international banks. This consequently strengthens the correspondent banking system and amplifies revenue from international payment transactions. Implemented control measures include maintaining and regularly updating lists of countries and sectors/currencies under embargo by each nation. Additionally, there are warnings and recommendations regarding bank partnerships deemed high-risk or non-compliant with anti-money laundering and counter-terrorist financing requirements.
SHB has augmented its monitoring of customer transactions to identify any suspicious or unlawful activities. Employing an automated system, SHB oversees customer transactions according to predefined scenarios. This system automatically scrutinizes all customer transactions, flagging those displaying signs of suspicion or potential legal violations. Any alerts are diligently investigated and promptly reported to relevant government authorities. In 2024, SHB cooperated with the police to apprehend a wanted individual who attempted to conduct a transaction at one of SHB’s branches. Furthermore, SHB extensively educates its employees on various methods of legal infringement to mitigate risks to both customers and the Bank itself.
