5.1. Board of Directors

With 6 core values “Heart - Faith - Trustworthiness - Knowledge - Wisdom - Prestige” and the business principle of “Solid partners, Flexible solutions”, SHB is committed to delivering prosperity to customers, the community and the best interests to shareholders and investors.

The Board of Directors is the highest governing body of the Bank, with members elected by the General Meeting of Shareholders, having full authority on behalf of SHB to decide and exercise SHB’s rights and obligations in accordance with the Law.

The Board of Directors operation
Meetings of the Board of Directors for the term 2017-2022 in 2022
No. Member of the BOD Number of BOD meetings attended Meeting attendance rate Reasons for not attending
1
Mr. Do Quang Hien 3/3 100%
2
Mr. Vo Duc Tien 3/3 100%
3
Mr. Nguyen Van Le 3/3 100%
4
Mr. Thai Quoc Minh 3/3 100%
5
Mr. Pham Cong Doan 3/3 100%
6
Ms. Nguyen Thi Hoat 3/3 100%
7
Mr. Trinh Thanh Hai 3/3 100%
Meetings of the Board of Directors for the term 2022-2027 in 2022
No. Member of the BOD Number of BOD meetings attended Meeting attendance rate Reasons for not attending
1
Mr. Do Quang Hien 4/4 100%
2
Mr. Vo Duc Tien 4/4 100%
3
Mr. Nguyen Van Le 1/4 25% Unpaid leave from April 27, 2022
4
Mr. Thai Quoc Minh 4/4 100%
5
Mr. Do Quang Vinh 4/4 100%
6
Mr. Do Van Sinh 4/4 100%
The Board of Directors Supervision of the Board of Management

The Board of Directors regularly participated in meetings of the Board of Management, Divisions/Departments/Centers, and Business Units in the system to grasp the units’ operation situation, promptly removed difficulties and created motivations for business development. At the same time, the Board of Directors supervised the Bank’s activities on a regular basis through periodic reports and proposals from the Board of Management. In addition, supervision was also carried out through reviewing and processing information from reports prepared by the Supervisory Board and Internal Audit Division. As a result, management and supervision activities were always effective, ensuring safe and sustainable development. As of December 31, 2022, SHB has basically completed the 2022 business plan and tasks assigned by the General Meeting of Shareholders.

Activities of independent non- executive Board of Directors members
  • Exercised the rights and obligations of independent BOD members in accordance with SHB’s internal regulations and the assignment decision of the Board of Directors/Chairman of the Board of Directors carefully and honestly, contributing to the success of SHB’s 2022 business results.
  • Attended all the meetings of the Board of Directors, the Risk Management Committee, the Steering Committee on Bank’s Development Strategy and Digital Transformation and gave opinions on issues approved at the meeting and issues addressed in the form of written opinions.
  • Implemented the resolutions and decisions of the 30th General Meeting of Shareholders and the term 2022-2027, and the Decision on assignment of tasks of the Board of Directors.
  • Fully prepared reports and carried out information disclosure in accordance with current law.
  • Completed the duties and powers in accordance with the roles and positions as assigned by the Board of Directors; Effectively assisted the Board of Directors in making timely decisions for the bank’s business management process.
Activities of subcommittees in the Board of Directors

Currently, Committees and Departments under the Board of Directors of SHB include: Strategy Committee, Human Resources Committee, Risk Management Committee, Internal Security Department with the role of consulting, assisting the Board of Directors. The establishment of Committees/Departments is to ensure compliance with regulations of the State Bank and the law. The Committees/Departments operate in accordance with the Regulation on organization and operation of each unit issued by the Board of Directors.

5.1.6. List of members of the Board of Directors with certificates in corporate governance

From 2018 to now, members of the Board of Directors, Supervisory Board, Office of the BOD, BOM have attended training courses and obtained certificates of Corporate Governance issued by the State Securities Commission in accordance with regulations.

In addition, SHB regularly appointed leaders and senior managers of SHB to participate in courses, seminars and conferences organized by domestic and international partners by methods of direct or online training to update and improve corporate governance capacity, implemented projects on banking modernization and digital technology application, etc. in which, there have been 12 courses and seminars organized with the participation of 54 classes, topics covered can be named as: 4.0 Technology Seminar and Banking Technology Challenges, Crisis Leadership Seminar, Latest Practices Workshop on Talent Assessment and Development; Modern management system architecture according to international standards; Outstanding leadership and management model; Operational risk management, General law on ODA, concessional loans and on-lending, Workshop on Covid prevention and business continuity plan, Real-time collateral management, Operational risk management according to Basel II standards,...

5.2. Supervisory Board

The Supervisory Board is an unit elected by the General Meeting of Shareholders, responsible for controlling and evaluating the compliance with internal regulations, legal regulations, the Charter and the implementation of policies, resolutions of the General Meeting of Shareholders, the Board of Directors; performing internal audit of SHB’s business operations and financial statements.

5.2.1. Members and structure of the Supervisory Board
No. Full name Position Shareholding (%)
1
Mr. Pham Hoa Binh Head of the Supervisory Board 0.0055%
2
Ms. Le Thanh Cam Specialized member -
3
Mr. Vu Xuan Thuy Son Specialized member -
(Brief biography of members of the Supervisory Board, please refer to page 17)
5.2.2. Activities of the Supervisory Board

The activities of the Supervisory Board of SHB in 2022 closely followed the powers and duties of the Supervisory Board in accordance with the provisions of the Law, the Charter and internal regulations of SHB, according to the plan and direction of the Supervisory Board set out in the year and each period; the Supervisory Board has performed other tasks at the request of the Board of Directors (BOD) and CEO of SHB.

In 2022, the Supervisory Board held 05 regular meetings with 100% of the members attending and 100% voting rate, with contents as below:

  • Supervisory Board meeting on January 10, 2022: Evaluated the results of the work done by the Supervisory Board in the fourth quarter of 2021; set out the direction and tasks of the Supervisory Board in the first quarter of 2022.
  • Supervisory Board meeting on April 5, 2022: Evaluated the results of the work done by the Supervisory Board in the first quarter of 2022; set out the direction and tasks of the Supervisory Board in the second quarter of 2022.
  • Supervisory Board meeting on April 20, 2022: The first meeting of the Supervisory Board for the term 2022-2027 approved the organizational structure (electing the Head of the and members of the Supervisory Board) and assigned tasks to the Supervisory Board.
  • Supervisory Board meeting on July 7, 2022: Evaluated the results of the work done by the Supervisory Board in the second quarter of 2022; set out the direction and tasks of the Supervisory Board in the third quarter of 2022.
  • Supervisory Board meeting on October 7, 2022: Evaluated the results of the work done by the Supervisory Board in the third quarter of 2022; set out the direction and tasks of the Supervisory Board in the fourth quarter of 2022.

5.3. Transactions, remuneration and benefits of the Board of Directors, Board of Management and Supervisory Board

Salary, bonus, remuneration, benefits

In 2022, the remuneration and benefits of the Board of Directors, the Supervisory Board, and the Board of Management are as follows:

  • The Board of Directors: VND 12.7 billion
  • The Supervisory Board: VND 4.4 billion
  • The Board of Management: VND 22.5 billion