PVFCCO continues to enhance its governance framework in line with principles of transparency and professionalism. Strengthening oversight, risk management, and regulatory compliance contributes to ensuring effective operations and creating sustainable value for stakeholders.
Mr. PHAN CONG THANH
BOD Member
Year of birth: 1974
Qualifications:
Engineer, Master of Chemical Engineering Technology
Mr. NGUYEN XUAN HOA
Chairman of the BOD
Year of birth: 1972
Qualifications:
Master of Business Administration, Bachelor of Finance and Accounting
Mr. NGUYEN NGOC ANH
BOD Member
Head of the Risk Management and Policy Committee
Year of birth: 1982
Qualifications:
Master of Construction Management, Civil Engineer
Ms. VO THI THANH NGOC
(elected to the BOD on May 30, 2025)
Member of the BOD, Head of the Planning and Business Committee
Year of birth: 1976
Qualifications:
Petrochemical Engineering Engineer, Master of Business Administration, Master of Applied Chemistry
Mr. HO QUYET THANG
Independent Member of the BOD
Head of the Investment, Development, and Science & Technology Committee
Year of birth: 1970
Qualifications:
Mechanical Engineer, Bachelor of Economics
The Corporation's governance model consists of the GMS, the BOD, the SB, and the President & 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 December 31, 2020, issued by the Government.
Members of BOD, SB, 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 our annual production and business plan. The Corporation consistently strives to enhance and refine our corporate governance framework, with a clear orientation toward the effective adoption of recognized good governance practices. including: enhancing the governance effectiveness of the BOD, strengthening the supervisory activities of the SB, applying supporting solutions in the management and operation of production and business activities, including the ERP system, ISO system, and KPI-based employee management and evaluation system, establishing committees under the BOD and a governance structure to oversee ESG-related matters.
The BOD consists of 5 members, including 01 independent member. In 2025, the BOD continued to maintain and operate 03 specialized committees in the areas 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.
As the highest management body, the BOD represents the interests of shareholders. In 2025, the BOD actively fulfilled their roles and responsibilities in compliance with good corporate governance standards.
The BOD convened 7 meetings, conducted 144 rounds of written consultations among its members, and issued 101 resolutions, decisions and various other directives on key matters, including the following:
Apart from the periodic and extraordinary sessions, the BOD held regular weekly and monthly work briefings to inspect and evaluate its performance and oversee the BOM's compliance with BOD's resolutions and executive decisions in the production and business activities of the Corporation.
List of resolutions and decisions approved and issued by the Board of Directors in 2025:
| No. | Document number | Abstract | Approval rate |
|---|---|---|---|
| 1 | 25-05/NQ-PBHC | Approval of the extension of the UFC85 supply contract between PVFCCo and PVCF | 100% |
| 2 | 25-39/NQ-PBHC | Approval and assignment of the Corporation's production and business plan for 2025 | 100% |
| 3 | 25-42/NQ-PBHC | Approval of the 2025 business plan of North Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 4 | 25-43/NQ-PBHC | Approval of the 2025 business plan of Central Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 5 | 25-45/NQ-PBHC | Approval of the 2025 business plan of South-East Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 6 | 25-46/NQ-PBHC | Approval of the 2025 business plan of South-West Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 7 | 25-64/NQ-PBHC | Approval of the addition of 01 headcount position - Deputy Head of Internal Audit Division | 100% |
| 8 | 25-70/NQ-PBHC | Approval of the planned payroll fund for 2024 of the Parent Company of Petrovietnam Fertilizer and Chemicals Corporation - JSC (PVFCCo) | 100% |
| 9 | 25-78/NQ-PBHC | Approval of the plan to convene the 2025 Annual General Meeting of Shareholders | 100% |
| 10 | 25-91/NQ-PBHC | Approval of the appropriation to the Scientific and Technological Development Fund | 100% |
| 11 | 25-102/QD-PBHC | Establishment of an appraisal team for the investment opportunity report of the Melamine project | 100% |
| 12 | 25-111/NQ-PBHC | Approval of the 2025 work plan of the Internal Audit Department | 100% |
| 13 | 25-116/QD-PBHC | Issuance of the Regulations on Financial Operations | 100% |
| 14 | 25-119/QD-PBHC | Approval of the supplier selection plan for the procurement package "Purchase of catalyst for equipment 10R5001" | 100% |
| 15 | 25-120/QD-PBHC | Adjustment of concurrent position allowances for titles of units outside the Corporation's salary structure system | 100% |
| 16 | 25-121/NQ-PBHC | Approval of credit limits at banks in 2025 | 100% |
| 17 | 25-131/QD-PBHC | Issuance of Regulations on Employee Policies | 100% |
| 18 | 25-134/QD-PBHC | Personnel appointments - Appointing Mr. Chu Xuan Hai as Deputy Head of the Internal Audit Division | 100% |
| 19 | 25-141/NQ-PBHC | Delegation of decision-making authority regarding the norms for chemicals used for analysis (Norm 9.1) and materials used for analytical equipment (Norm 9.2) | 100% |
| 20 | 25-150/QD-PBHC | Approval of the establishment of the Steering Committee for organizational streamlining and anti-waste initiatives | 100% |
| 21 | 25-151/NQ-PBHC | Approval of the Action Program for implementation of the PVFCCo Restructuring Project through the end of 2025 | 100% |
| 22 | 25-152/NQ-PBHC | Approval of the agenda of the 2025 Annual General Meeting of Shareholders of North Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 23 | 25-153/NQ-PBHC | Approval of the agenda of the 2025 Annual General Meeting of Shareholders of Central Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 24 | 25-156/QD-PBHC | Establishment of the Internal Audit Team for Phase 1 of 2025 | 100% |
| No. | Document number | Abstract | Approval rate |
|---|---|---|---|
| 25 | 25-162/NQ-PBHC | Approval of the plan for fulfilling counter-guarantee obligations to Petrovietnam related to the loan for investment in the construction of the Dinh Vu Polyester Factory of VNPOLY | 100% |
| 26 | 25-166/NQ-PBHC | Approval of the agenda of the 2025 Annual General Meeting of Shareholders of South-East Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 27 | 25-172/NQ-PBHC | Approval of supplementary meeting materials for the 2025 Annual General Meeting of Shareholders of South-East Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 28 | 25-173/QD-PBHC | Relief from duty of the Branch Director of the Petrovietnam Fertilizer and Chemicals Corporation - JSC - Fertilizer and Chemicals Specialized Project Management Unit | 100% |
| 29 | 25-174/QD-PBHC | Appointment of the Branch Director of the Petrovietnam Fertilizer and Chemicals Corporation - JSC - Fertilizer and Chemicals Specialized Project Management Unit | 100% |
| 30 | 25-184/NQ-PBHC | Resolution of the Q1/2025 Meeting of the BOD of the Corporation | 100% |
| 31 | 25-185/NQ-PBHC | Refinement/adjustment of the number of deputy positions and organizational structure of the Planning & Investment Division and the Project Management Unit | 100% |
| 32 | 25-186/QD-PBHC | Establishment of the Steering Committee for implementation of the Enterprise Risk Management system | 100% |
| 33 | 25-188/NQ-PBHC | Approval of the agenda of the 2025 Annual General Meeting of Shareholders of South-West Petrovietnam Fertilizer and Chemicals Joint Stock Company | 100% |
| 34 | 25-191/QD-PBHC | Replacement and supplementation of personnel of the Appraisal Team for the Feasibility Study (FS) Report of the Hydrogen Peroxide (H₂O₂) Production Plant Project | 100% |
| 35 | 25-193/NQ-PBHC | Approval of adjustments to credit limits with banks in 2025 | 100% |
| 36 | 25-197/NQ-PBHC | Approval of maximum accounts receivable and inventory limits for 2025 | 100% |
| 37 | 25-204/NQ-PBHC | Approval of the agenda, materials, and related matters for the 2025 Annual General Meeting of Shareholders | 100% |
| 38 | 25-207/NQ-PBHC | Approval of the plan to convene an Extraordinary General Meeting of Shareholders of the Corporation in 2025 | 100% |
| 39 | 25-232/NQ-PBHC | Delegation of decision-making authority regarding techno-economic norms and reward, penalty norms for Urea, NH3, and NPK production | 100% |
| 40 | 25-241/QD-PBHC | Issuance of the Regulation on Brand and Trademark Management | 100% |
| 41 | 25-245/QD-PBHC | Issuance of the Regulation on Marketing and Communications Management | 100% |
| 42 | 25-248/NQ-PBHC | Approval of performance results against the 2024 production and business plan of affiliated units and subsidiaries | 100% |
| 43 | 25-293/NQ-PBHC | Approval of the Science & Technology Plan for 2025 | 100% |
| 44 | 25-300/QD-PBHC | Reappointment of Mr. Dao Van Ngoc as Vice President | 100% |
| 45 | 25-312/NQ-PBHC | Approval of the list of credit institutions for deposit investments in 2025 | 100% |
| 46 | 25-325/NQ-PBHC | Approval of the agenda, materials, and related matters for the 2025 Extraordinary General Meeting of Shareholders of PVFCCo | 100% |
| 47 | 25-326/NQ-PBHC | Approval of the key terms of the Corporation's transactions with related parties | 100% |
| No. | Document number | Abstract | Approval rate |
|---|---|---|---|
| 48 | 25-332/QD-PBHC | Establishment of the Internal Audit Team for Phase 2 of 2025 | 100% |
| 49 | 25-336/QD-PBHC | Relief of Mr. Ta Quang Huy from the position of Director of the Corporation's Branch - Center of Research and Application | 100% |
| 50 | 25-337/QD-PBHC | Assignment of concurrent duty as Branch Director of the Petrovietnam Fertilizer and Chemicals Corporation - JSC - Center of Research and Application | 100% |
| 51 | 25-338/QD-PBHC | Appointment of Mr. Dang Quang Hung as Head of the HSE & Technology Division | 100% |
| 52 | 25-342/QD-PBHC | Appointment of Mr. Le Kien Dinh as Deputy Head of the General Affairs Division | 100% |
| 53 | 25-343/QD-PBHC | Appointment of Mr. Hoang Tuan Vinh as Head of the Planning & Investment Division | 100% |
| 54 | 25-354/QD-PBHC | Amendment and supplementation to the Business Management Regulations | 100% |
| 55 | 25-360/QD-PBHC | Assignment of a member of the BOD to serve as Chair of the Planning & Business Committee under the BOD | 100% |
| 56 | 25-361/QD-PBHC | Allocation of responsibilities by professional areas to members of the BOD | 100% |
| 57 | 25-415/QD-PBHC | Issuance of the Regulation on Organization and Operation of the Corporation's Branch - Specialized Project Management Unit | 100% |
| 58 | 25-430/QD-PBHC | Approval of the remuneration grade for the position of Board Member - Ms. Vo Thi Thanh Ngoc | 100% |
| 59 | 25-447/NQ-PBHC | Resolution on the implementation of the share issuance plan to increase charter capital from equity, handling of fractional shares, and measures to ensure compliance with foreign ownership limits | 100% |
| 60 | 25-448/NQ-PBHC | Resolution on the payment of dividends for 2024 | 100% |
| 61 | 25-458/NQ-PBHC | Resolution of the Q2/2025 Meeting of the BOD of the Corporation | 100% |
| 62 | 25-459/NQ-PBHC | Approval of the selection and signing a contract with an audit firm for reviewing and auditing 2025 financial statements | 100% |
| 63 | 25-479/NQ-PBHC | Approval of opening a credit facility at Agribank in 2025 | 100% |
| 64 | 25-486/QD-PBHC | Approval and issuance of the Regulations on reward and penalty linked to techno-economic norms | 100% |
| 65 | 25-487/QD-PBHC | Refinement of the Steering Committee and Implementation Committee for the PVFCCo Development Strategy for 2026-2030, with a vision to 2050 | 100% |
| 66 | 25-491/QD-PBHC | Approval of the salary fund settlement for 2024 | 100% |
| 67 | 25-512/NQ-PBHC | Approval of related-party transactions between the Corporation and related persons in 2025 | 100% |
| 68 | 25-550/NQ-PBHC | Approval of the revised cost estimate (Rev2) and schedule for the 2025 turnaround maintenance of Phu My Fertilizer Plant | 100% |
| 69 | 25-559/NQ-PBHC | Approval of the results of the share issuance to increase charter capital from equity and other related matters | 100% |
| 70 | 25-576/NQ-PBHC | Adjustment of the internal audit schedule of the Phu My Fertilizer Plant | 100% |
| 71 | 25-579/QD-PBHC | Establishment of the Internal Audit Team for Phase 3 of 2025 at PVFCCo | 100% |
| 72 | 25-592/QD-PBHC | Establishment of an appraisal team for contractor selection plan and contractor selection results for the EPC package of the Hydrogen Peroxide Production Plant Project | 100% |
| No. | Document number | Abstract | Approval rate |
|---|---|---|---|
| 73 | 25-603/QD-PBHC | Approval and issuance of the Risk Appetite and Tolerance Statement and Key Risk Indicators of the Parent Company - Petrovietnam Fertilizer and Chemicals Corporation - JSC | 100% |
| 74 | 25-602/QD-PBHC | Approval and issuance of the Risk Management Regulations | 100% |
| 75 | 25-604/QD-PBHC | Approval of the Risk Profile of the Petrovietnam Fertilizer and Chemicals Corporation - JSC | 100% |
| 76 | 25-618/QD-PBHC | Issuance of the Regulation on Planning Management | 100% |
| 77 | 25-643/QD-PBHC | Issuance of the Regulations on standards and norms for the use of equipment, assets, credit cards, and business travel allowance of the Petrovietnam Fertilizer and Chemicals Corporation | 100% |
| 78 | 25-646/NQ-PBHC | Resolution of the Q3/2025 Meeting of the BOD of the Corporation | 100% |
| 79 | 25-654/QD-PBHC | Issuance of the "Procedure for handling matters of the Board of Directors/Capital Representatives" | 100% |
| 80 | 25-658/QD-PBHC | Approval of credit card limits for positions under the authority of the BOD and the SB | 100% |
| 81 | 25-662/NQ-PBHC | Approval of adjustments and supplements to maximum receivables and inventory limits for 2025 | 100% |
| 82 | 25-666/QD-PBHC | Approval and issuance of the Regulation on drafting, promulgation, and management of internal normative documents | 100% |
| 83 | 25-667/QD-PBHC | Issuance of the Regulation on management of fixed assets and tools and instruments | 100% |
| 84 | 25-694/QD-PBHC | Amendment and supplementation of several provisions of the Regulation on organization and operation of the Project Management Branch | 100% |
| 85 | 25-716/NQ-PBHC | Approval of the implementation plan for the 2025-2026 social welfare program | 100% |
| 86 | 25-758/QD-PBHC | Issuance of the Regulation on management of Digital Transformation and Information Technology activities | 100% |
| 87 | 25-763/QD-PBHC | Approval and issuance of the Regulation on records management and information security | 100% |
| 88 | 25-772/QD-PBHC | Adjustment of site allowances and supplement of special allowances | 100% |
| 89 | 25-793/QD-PBHC | Continuation of assignment to be in charge of the Internal Audit Department | 100% |
| 90 | 25-795/QD-PBHC | Approval of the contractor selection plan for the procurement package "Operational Insurance for the Phu My Fertilizer Plant for the period 2026-2027" | 100% |
| 91 | 25-802/NQ-PBHC | Resolution of the Q4/2025 Meeting of the BOD of the Corporation | 100% |
| 92 | 25-928/NQ-PBHC | Approval of the Corporation's seal specimen | 100% |
| 93 | 25-932/NQ-PBHC | Approval of the Strategy for greenhouse gas mitigation and emissions reduction | 100% |
| 94 | 25-936/QD-PBHC | Issuance of the Regulation on management of salaries, remuneration, and bonuses at Corporation-affiliated enterprises | 100% |
| 95 | 25-942/NQ-PBHC | Approval and assignment of the 2026 production and business plan of the Petrovietnam Fertilizer and Chemicals Corporation - JSC (PVFCCo) | 100% |
| 96 | 25-943/NQ-PBHC | Approval of the 2026 business plan of South-West Petrovietnam Fertilizer and Chemicals Joint Stock Company (PSW) | 100% |
| 97 | 25-944/NQ-PBHC | Consolidation of the organizational structure and increase in management headcount of the Business Division | 100% |
| 98 | 25-945/NQ-PBHC | Approval of the 2026 business plan of North Petrovietnam Fertilizer and Chemicals Joint Stock Company (PMB) | 100% |
| 99 | 25-946/NQ-PBHC | Approval of the 2026 business plan of South-East Petrovietnam Fertilizer and Chemicals Joint Stock Company (PSE) | 100% |
| 100 | 25-947/NQ-PBHC | Approval of the adjustment to the 2025 payroll fund plan of PVFCCo | 100% |
| 101 | 25-948/NQ-PBHC | Approval of the 2026 business plan of Central Petrovietnam Fertilizer and Chemicals Joint Stock Company (PCE) | 100% |
Advanced corporate governance training for BOD members
At the time of election or appointment, all BOD members have demonstrated expertise and undergone training in corporate governance.
The Corporation provided training for BOD, SB members, the President & CEO Manager, and the Corporate Secretary, all of whom successfully completed the program at the Securities Research and Training Center under the State Securities Commission.
Implementation of corporate governance regulations
PVFCCo complied with all the legal governance regulations of a listed company, including:
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).
As the governing body of the General Meetings of Shareholders, the BOD affirmed that in 2025, 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 GMS.
The BOD duly fulfilled its responsibilities, with performance outcomes detailed in the preceding section. Key highlights in 2025 include:
General assessment of the BOM in business operation management:
The Corporation operates in the production and trading of fertilizers and chemicals, a sector characterized by high energy consumption due to the extensive use of fossil fuels (natural gas, gasoline, diesel) as feedstock and for operating machinery, equipment, transport vehicles, as well as electricity for production lines. With a solid foundation in environmental protection and social welfare policies established over more than 20 years, PVFCCo continues to uphold our pioneering spirit in supporting the national green growth and energy transition strategy, aiming to reduce greenhouse gas emissions.
This orientation is integrated into specific objectives across all areas of production and business activities, as follows:
Production activities
The Corporation accords the highest priority to legal compliance regarding safety and environmental standards. All fertilizer and chemical plants are equipped with advanced equipment and technologies designed to minimize energy consumption. During operations, process improvement and energy efficiency solutions are implemented in parallel with regular inspection and maintenance of machinery and equipment to ensure optimal performance, improved fuel efficiency, and enhanced product quality. In recent years, the Corporation's total energy consumption has shown a downward trend as a result of effective implementation of energy efficiency initiatives in production.
Community and social well-being activities
Over the years, the Corporation has consistently been one of the enterprises actively engaged in community and employee-focused initiatives. In 2025, PVFCCo continued to receive the "Community-focused Enterprise" title. This marked the fifth consecutive year the Corporation was honored with the CSR Award presented by Saigon Economic Times, reaffirming our steadfast commitment to a sustainable development strategy.
Business and product distribution activities
The Corporation recognizes that the application of inorganic fertilizers impacts soil environments and potentially affects biodiversity in certain agricultural regions. Accordingly, in addition to implementing energy saving and environmental protection initiatives at our production facilities, the Corporation engages in programs and initiatives aimed at preserving soil health during farmers' use of Phu My fertilizer products. In 2025, PVFCCo launched several new product lines, including DEF - Phu My Green, Phu My DAP, Phu My Organic fertilizers, and Phu My NPK 15-15-15+5S+TE SOP. These products are designed to reduce emissions, protect soil health, limit heavy metal residues, contribute to safer agricultural outputs, and meet stringent export standards, consistent with global sustainable agriculture trends.
In the medium- and long-term strategy, the Corporation has finalized and issued the Strategic Orientation on Sustainability for the 2026-2030 period, with a vision to 2050. This framework outlines specific commitments and targets across ESG criteria, contributing to the national
In 2025, the BOM established an ESG Project Team to implement the Strategic Orientation on Sustainability and prepare for the issuance of a Greenhouse Gas Emission Reduction Strategy, structured in three phases with defined reduction targets aimed at achieving Net Zero by 2050.
The Corporation also published the first standalone Sustainability Report to stakeholders.
The 2025 CSR results are outlined in Chapter 4 of the Sustainability Report, page 12.
Based on the assessment of business environment and context as presented in the preceding sections of this Report, the BOD has approved and assigned the 2026 production and business plan to the Corporation, as follows:
Production targets
| No. | Item | Unit of measurement | 2026 Plan |
|---|---|---|---|
| 1 | Production output | ||
| 1.1 | Phu My urea (converted) | Thousand tons | 902.7 |
| 1.2 | Phu My NPK | Thousand tons | 180.0 |
| 1.3 | UFC 85/Formaldehyde | Thousand tons | 10.0 |
| 2 | Sales volume | ||
| 2.1 | Phu My urea and Urea-based products | Thousand tons | 833.0 |
| 2.2 | Phu My NPK | Thousand tons | 180.0 |
| 2.3 | Commercial fertilizers | Thousand tons | 310.0 |
| 2.4 | Manufactured chemicals | Thousand tons | 99.5 |
| 2.5 | Commercial chemicals | Thousand tons | 29.6 |
The Corporation's financial plan (consolidated)
| No. | Item | Unit of measurement | 2026 Plan |
|---|---|---|---|
| 1 | Total revenue | VND billion | 17,600 |
| 1.1 | Profit before tax | VND billion | 850 |
| 1.2 | Profit after tax | VND billion | 680 |
| 1.3 | State Budget Contribution | VND billion | 340 |
| 2.5 | Average labor productivity (based on revenue) | VND million/person/month | 917 |
Parent company's plan
Financial Plan
| No. | Item | Unit of measurement | 2026 Plan |
|---|---|---|---|
| 1 | Owner's equity | VND billion | 10,635 |
| In which: Charter capital/average charter capital | VND billion | 6,800 | |
| 2 | Total revenue | VND billion | 15,925 |
| 3 | Profit before tax | VND billion | 800 |
| 4 | Profit after tax | VND billion | 647 |
| 5 | Ratio of Profit after Tax/Average Owner's equity | % | 6.1 |
| 6 | Ratio of Profit after Tax/Total Assets | % | 3.9 |
| 7 | Ratio of Dividend/Charter capital | % | 12.0 |
| 8 | Total debt/total Owner's equity | times | 0.55 |
| 9 | State Budget Contribution | VND billion | 314 |
Capital investment plan
| No. | Item | Unit of measurement | 2026 Plan |
|---|---|---|---|
| I | Total capital investment | VND billion | 1,164.3 |
| 1 | Capex | VND billion | 582.6 |
| 2 | Procurement projects | VND billion | 371.7 |
| 3 | Financial investments / capital contributions | VND billion | 210.0 |
| II | Capital investment source | VND billion | 1,164.3 |
| 1 | Owner's equity | VND billion | 1,164.3 |
| - Including increase in charter capital | VND billion | - | |
| 2 | Loans and others | VND billion | - |
| III | Capital expenditure in year | VND billion | 1,164.3 |
| 1 | Owner's equity | VND billion | 1,164.3 |
| 2 | Loans and others | VND billion | - |
Mr. Ho Quyet Thang served as an Independent Director of the BOD, satisfying the criteria for a non-executive independent member. He attended meetings in person or by proxy as required and provided independent opinions and votes on matters subject to the BOD's decisions. He also participated in supervising and directing the activities of the BOM as assigned by the BOD throughout his term of office.
Comments from the independent member of the Board of Directors on the governance/management of PVFCCo in 2025
As an Independent Member of the BOD meeting all statutory criteria for independence, Mr. Ho Quyet Thang attended all meetings and provided independent opinions and votes on issues decided by BOD.
As an independent member of BOD and the Head of the Investment, Development & Science and Technology Committee, and pursuant to the Law on Enterprises, the Corporation's Charter, and the Operational regulation of the BOD, he hereby reports a summary of activities and provides an independent assessment of the Corporation's 2025 governance as follows:
Participation in meetings:
Attendance record
Summary of key points
| No. | Meeting | Role | Date | Participation/Direction |
|---|---|---|---|---|
| 1 | Q1 - 2025 | |||
| 1.1 | Investment, Development and Science & Technology Committee | Chair | March 24, 2025 |
|
| 1.2 | Planning and Business Committee | Member | March 24, 2025 |
|
| 1.3 | Risk Management and Policy Committee | Member | March 25, 2025 |
|
| 2 | Q2 - 2025 | |||
| 2.1 | Investment, Development and Science & Technology Committee | Chair | June 30, 2025 |
|
| 2.2 | Planning and Business Committee | Member | July 3, 2025 |
|
| 2.3 | Risk Management and Policy Committee | Member | June 30, 2025 |
|
| 3 | Q3 - 2025 | |||
| 3.1 | Investment, Development and Science & Technology Committee | Chair | September 22, 2025 |
|
| 3.2 | Planning and Business Committee | Member | September 22, 2025 |
|
| 3.3 | Risk Management and Policy Committee | Member | September 23, 2025 |
|
| 4 | Q4 - 2025 | |||
| 4.1 | Investment, Development and Science & Technology Committee | Chair | December 4, 2025 |
|
| 4.2 | Planning and Business Committee | Member | December 4, 2025 |
|
| 4.3 | Risk Management and Policy Committee | Member | December 5, 2025 |
|
Supervisory activities and key milestones in 2025
Participated with the BOD in supervising, directing, and resolving the following key matters:
Project investment and development
Directed the implementation of investment projects, including: Finalized the approval for the Hydrogen Peroxide Production Plant, refined the investment plan to expand DEF factory capacity, and managed the optimization, utilization, and disposal of corporate assets and facilities, etc.
Turnaround maintenance of Phu My Fertilizer Plant
Directly supervised and provided guidance for the preparation and execution of the 2025 turnaround maintenance. The Corporation completed the turnaround maintenance with zero safety incidents during the replacement of critical equipment and reduced maintenance duration, shorter than the approved schedule (38 days).
Strategy and Risk Management
Strategy: Provided directives to finalize the Development Strategy to 2030, with a vision to 2050, emphasizing a robust transition toward chemicals and green energy;
Enterprise Risk Management (ERM) & Sustainable Development (ESG):
Independent assessment on performance of the Board of Directors
1.
The Board has maintained a professional, decisive, and transparent operating approach, strictly aligned with the approved plan.
2.
Resolutions and decisions were issued, amended, and updated in a timely and practical manner, effectively supporting the Corporation's executive management.
3.
The role of Board Committees was maximized, facilitating in-depth review and appraisal of key issues prior to submission to the Board for decision.
Oversight of related party transactions
In 2025, all transactions between the Corporation and our major shareholder (Petrovietnam), our subsidiaries, and other related parties were conducted transparently, in full compliance with Board's approval protocols, and in accordance with market principles. No conflicts of interest were recorded.
Conclusions and recommendations
Conclusion: The year 2025 was a pivotal year marked by significant challenges; however, PVFCCo navigated these challenges resiliently, supported by a solid governance foundation. In my capacity as an independent Director, I highly appreciate the efforts of the Executive Management and the effective coordination between the Board of Directors and its Committees.
Recommendations: Based on the results achieved, and in order to ensure sustainable growth in 2026 (which is forecast to present numerous challenges), in my capacity as an independent Director, I recommend that the BOD and the BOM focus on the following:
Investment and Development
Business and Market Development
Digital Transformation and Sustainable Development
Mr. HUYNH KIM NHAN
Chief supervisor
Year of birth: 1976
Qualifications:
Master of Business Administration, Bachelor of Corporate Finance
Ms. TRAN THI PHUONG
Full-time member of the SB
Year of birth: 1979
Qualifications:
Master of Business Administration, Certified Accountant (issued by the Ministry of Finance)
Mr. LUONG PHUONG
Part-time member of the SB
Year of birth: 1973
Qualifications:
Bachelor of Finance and Credit
Report on the 2025 business performance of the Corporation, and on the performance of the Board of Directors and President & CEO
As a result, the Corporation successfully met and exceeded the 2025 production and business targets mandated by the GMS. The SB affirms that the reports fairly and accurately present the Corporation's operational performance, as well as the activities of the BOD and the President & CEO, as evidenced by the following key indicators:
The Corporation's business and operational performance
Production output:
Fertilizer sales volume:
Chemical sales volume:
Consolidated financial performance
Of which, revenue of the Parent Company reached VND 15,212.33 billion, fulfilling 129% of the annual plan and rising 22% year-on-year.
and increasing 102% compared to 2024. Of which, profit before tax of the Parent Company reached VND 1,283.25 billion, fulfilling 348% of the annual plan and rising 109% year-on-year.
and increasing 98% compared to 2024. Of which, profit after tax of the Parent Company reached VND 1,046.2 billion, fulfilling 356% of the annual plan and rising 102% year-on-year.
Performance of the BOD
In the area of investment and construction, the BOD issued the following directives to the BOM:
Other areas: The BOD finalized, amended, and newly issued 18 internal regulations, including the PVFCCo Risk Management Regulation; approved the plan for implementation and the results of the share issuance to increase charter capital from equity sources; approved contracts/transactions between the Corporation and related parties in accordance with regulations; endorsed the content of the Memorandum of Understanding between PVFCCo and NSRP; directed the resolution of certain outstanding matters relating to investment business cooperation contracts; instructed the BOM to continue studying investment cooperation and M&A options for new products and projects; approved in principle the conversion of the Chemical Trading Branch into a single-member limited liability company; and approved the implementation of the restructuring of PSW, among others.
President & CEO's performance
In 2025, under the direction of the BOD and executive leadership of the President & CEO, the Corporation exceeded most of the targets mandated by the GMS. The sole exception was disbursement of capital expenditure of the Parent Company, primarily due to certain procedural processes that were heavily dependent on decisions and approvals from competent state authorities.
Results of Supervising the Corporation's Operational and Financial Performance
In 2025, the Corporation maintained stable, continuous, and safe production and business operations, and recorded YoY growth. During the year, the Corporation implemented a new business model and expanded our product portfolio, introducing new products such as organic fertilizer lines, SOP, Phu My DAP, and several chemical products including H2O2 and DEF. These initiatives contributed to diversification and enhanced the competitiveness of the Phu My branded product portfolio.
The Corporation's financial position was duly recorded and fairly presented. Consolidated revenue increased by 29% compared to the plan and by 23% yoy; consolidated profit before tax rose by 230% compared to the plan and by 102% yoy. Consolidated total assets at year-end increased by 7% compared to the beginning of the year, primarily financed by short-term borrowing and retained earnings generated during the year. Profitability indicators improved compared to the previous year, while liquidity ratios remained secured.
Year-end payables and receivables increased compared to beginning of the year. At the Parent Company, doubtful receivables increased and provisions were duly recognized in accordance with regulations. The capital preservation ratio was 1.03 (>1), indicating that the Corporation preserved and developed the owners' equity. (Figures based on audited financial statements).
Self-Assessment Report on the Performance of the Supervisory Board and Each Supervisor
The SB and each Supervisor fully implemented and completed regular and periodic inspection and supervision activities in accordance with the plan approved at the 2025 Annual General Meeting of Shareholders. During the year, the SB conducted inspections at two subsidiaries in which the Corporation holds controlling interests; performed fully and promptly its supervision duties and submitted periodic and ad hoc reports in accordance with regulations and at the request of major shareholders; convened SB meetings in compliance with applicable regulations; and attended all BOD and BOM meetings when invited.
Upon completion of inspection and supervision activities, the SB provided comments, advisory opinions, warnings, and recommendations regarding certain shortcomings in management at the Corporation and our member companies. The results of inspection and supervision, together with the appraisal of the financial statements, were submitted in writing to the BOD, the President & CEO, and major shareholders.
Members of the SB demonstrated diligence and proactivity in independently handling assigned tasks; proposed solutions to issues within their delegated authority; attended all required meetings; and satisfactorily fulfilled their duties in compliance with the Law on Enterprises, the Company Charter, and the Operating Regulations of the SB.
Remuneration, operating expenses and other benefits of the Supervisory Board and supervisors
Summary of Meetings of the Supervisory Board; Conclusions, Recommendations; and Results of Supervision of the Corporation's Operational and Financial Performance
During the year, the SB convened 4 periodic meetings to review, discuss, and approve key matters, including:
During the year, based on its inspection and supervision activities, the SB issued several comments and recommendations in writing to the Corporation's BOD and major shareholders.
Assessment report on transactions with members of the Board of Directors, the President & CEO, and related persons
According to information provided to the SB, in 2025 certain transactions occurred between the Corporation, our subsidiaries, and other entities in which the Corporation holds more than fifty percent (50%) of the charter capital, and members of the BOD, the President & CEO, and/or their related persons, as specified below:
Transactions between the Corporation and our subsidiaries: As of December 31, 2025, the Corporation maintained unchanged capital contribution to subsidiaries at VND 386,25 billion, equivalent to 75% of charter capital. These subsidiaries function as distribution agents and service providers for the Corporation. Throughout the year, the Corporation continued contractual engagements with them. Such transactions were approved by the BOD and disclosed in accordance with applicable regulations, ensuring transparency and safeguarding shareholders' interests.
Transactions between the Corporation and Petrovietnam (approved by the BOD):
Transactions with entities in which Petrovietnam holds equity (approved by the Corporation's BOD):
Transaction between the Corporation and Phu My Fertilizer Packaging JSC (in which the Corporation holds 43,34% of charter capital): execution of contracts for procurement of packaging products.
Transactions between the Corporation and companies in which members of the Board of Directors are founding shareholders or have served as corporate executives within the 03 years prior to the transaction
According to the SB's records, the following transactions occurred in 2025:
Results of Supervision of the Board of Directors, the President & CEO and Other Executives
The BOD fully implemented the matters approved by the GMS, ensuring that the Corporation's production and business activities were maintained on a regular, continuous, safe, and growth-oriented basis. The BOD assigned specific responsibilities to each member by functional area and established three (03) committees under the BOD to strengthen direction, oversight, and supervision of the implementation of its resolutions and decisions within the Corporation. The committees held quarterly meetings on key production and business matters, including Risk Management and Policy Committee (4 meetings), Development and Science & Technology Committee (4 meetings), and Planning and Business Committee (4 meetings). The BOD convened all required periodic meetings and extraordinary meetings as necessary, operating with a high sense of responsibility, independence, objectivity, and transparency.
The President & CEO directed and assigned the Vice Presidents to implement the resolutions, decisions, and directives of the BOD and periodically reported to the BOD on implementation status and results. At the same time, the President & CEO proactively sought and proposed solutions to the BOD to address difficulties and obstacles relating to ongoing projects and outstanding assets.
The BOD, together with the President & CEO and other executives, effectively directed and executed the resolutions of the GMS, accelerating the commercialization of new product lines. As a result, the Corporation exceeded our 2025 production and business targets.
Assessment of coordination between the Supervisory Board, the Board of Directors, the President & CEO and Shareholders
The BOD and the President & CEO closely coordinated with, facilitated, and supported the SB in fulfilling its inspection and supervision duties in accordance with regulations. The SB's comments and recommendations were considered by the BOD and the President & CEO, who directed functional divisions, branches, and member units to implement corrective measures, thereby contributing to improved governance and management effectiveness.
The SB fulfilled its reporting obligations fully and in a timely manner to major shareholders in accordance with regulations and responded to ad hoc reporting requests as they arose.
The Corporation applies a salary regime for full-time members of the BOD, full-time members of the SB, and the BOM in accordance with applicable laws, the regulations on salary and bonus management, and policies applicable to representatives of the Group, harmonized with the Corporation's annual salary policy and payroll fund, and commensurate with each member's capacity and performance results.
For part-time members of the BOD and part-time members of the SB, the Corporation applies a work-based remuneration regime.
Details of salaries, remuneration, and bonuses for 2025
| No. | Full name | Title | Salary | Bonus | Total income | Note |
|---|---|---|---|---|---|---|
| I Board of Directors | 12,101 | 2,017 | 14,118 | |||
| 1 | Nguyen Xuan Hoa | Chairman of the BOD | 2,787 | 465 | 3,252 | |
| 2 | Phan Cong Thanh | Board Member and President & CEO | 2,625 | 438 | 3,063 | |
| 3 | Nguyen Ngoc Anh | Board Member | 2,230 | 372 | 2,601 | |
| 4 | Trinh Van Khiem | Board Member | 929 | 155 | 1,084 | Relieved from the position on May 30, 2025 |
| 5 | Vo Thi Thanh Ngoc | Board Member | 1,301 | 217 | 1,517 | Held the position of Board Member from May 30, 2025 |
| 6 | Ho Quyet Thang | Independent Board Member | 2,230 | 372 | 2.601 | |
| II Vice President, Chief Accountant | 12,415 | 2,069 | 14,485 | |||
| 1 | Vo Ngoc Phuong | Vice President | 2,027 | 338 | 2,365 | |
| 2 | Dao Van Ngoc | Vice President | 2,230 | 372 | 2,601 | |
| 3 | Tran Thi Phuong Thao | Vice President | 2,230 | 372 | 2,601 | |
| 4 | Ta Quang Huy | Vice President | 2,128 | 355 | 2,483 | |
| 5 | Vu An | Vice President | 2,027 | 338 | 2,365 | |
| 6 | Le Hong Quan | Chief Accountant | 1,774 | 296 | 2,069 | |
| III Supervisory Board | 4,236 | 650 | 4,887 | |||
| 1 | Huynh Kim Nhan | Head of the SB | 2,230 | 372 | 2,601 | |
| 2 | Tran Thi Phuong | SB Member | 1,672 | 279 | 1,951 | |
| 3 | Luong Phuong | Part-time member of the SB | 334 | 334 | ||
| Total | 28,753 | 4,736 | 33,489 | |||
No transactions occurred in 2025
In 2025, no transactions occurred between the Corporation and members of the BOD, the SB, the BOM, or other executives.
North Petrovietnam Fertilizer & Chemicals Company
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 2,202,355,662,441 VNĐ
Central Petrovietnam Fertilizer & Chemicals Company
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 3,379,107,573,030 VNĐ
Southeast Petrovietnam Fertilizer & Chemicals Company
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 3,099,030,206,451 VNĐ
Southwest Petrovietnam Fertilizer & Chemicals Company
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 2,504,329,130,812 VNĐ
Petrovietnam Ca Mau Fertilizer Corporation (PVCFC)
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 23-024/NQ-PBHC dated January 17, 2023
Content: Urea Formaldehyde Concentrate 85% (UFC-85)
Total value of transaction: 140,090,973,951 VNĐ
PTSC Phu My Port Joint Stock Company
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 140,630,074 VNĐ
Petrovietnam Power Corporation
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 637,741,967 VNĐ
Petrovietnam Chemical And Services Corporation
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 26,698,007,530 VNĐ
Petrovietnam Gas Joint Stock Corporation
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 14,720,503,000 VNĐ
Petro Power Renewable Energy Joint Stock Company
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Power purchase agreement
Total value of transaction: 637,741,967 VNĐ
Joint Venture Vietsovpetro
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Chemical sale and purchase agreement
Total value of transaction: 592,000,000 VNĐ
PVO Trading and Technical Services Joint Stock Company
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 456,960,000 VNĐ
PTSC Thanh Hoa Technical Services Company
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 254,545,454 VNĐ
PTSC Phu My Port Joint Stock Company
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 140,630,074 VNĐ
Petrovietnam Investment and Transport Joint Stock Company - Falcon ITPC
Relationship with the Corporation: Related party of Petrovietnam
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Fertilizer and Services Sale and Purchase Agreement
Total value of transaction: 56,237,500 VNĐ
Vietnam National Industry- Energy Group (Petrovietnam)
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Trademark License Agreement
Total value of transaction: 11,458,000,000 VND
Vietnam National Industry- Energy Group (Petrovietnam)
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Social welfare activities
Total value of transaction: 109,104,730,068 VND
Southeast Region Gas Transmission Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 1276/PBHC-HDQT dated June 17, 2025
Content: Gas Supply Contract for BOD
Total value of transaction: 6,010,594,309,317 VND
PVD Trading And Technical Services Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-326/NQ-PBHC dated May 28, 2025
Content: Service Contract
Total value of transaction: 4,379,198,400 VND
Vietnam Petrochemical and Textile Fiber Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-326/NQ-PBHC dated May 28, 2025
Content: Procurement Contract
Total value of transaction: 2,875,510,000 VND
Central Petrovietnam Fertilizer and Chemicals JSC
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 72,253,961,829 VND
North Petrovietnam Fertilizer & Chemicals JSC
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 34,145,805,917 VND
South-East Petrovietnam Fertilizer and Chemicals JSC
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 22,669,422,445 VND
South West Petrovietnam Fertilizer and Chemicals JSC
Relationship with the Corporation: Subsidiary
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 149,825,722,503 VND
Petrovietnam Security Service Corporation
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 11,687,589,725 VND
PTSC Phu My Port Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 17,838,418,187 VND
Dam Phu My Packaging Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Packaging purchase contract
Total value of transaction: 276,203,378,160 VND
Petrovietnam Chemical and Services Corporation
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service and procurement contracts
Total value of transaction: 20,914,737,083 VND
PVI Insurance Corporation
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Insurance service contract
Total value of transaction: 20,218,754,124 VND
Petrovaco Property Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 15,559,804,369 VND
Petrovietnam Transportation Corporation
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 7,812,396,275 VND
Petrovietro Vung Tau General Services Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 6,497,467,582 VND
Petrosetco Assets Management Joint Stock Company (Hanoi City)
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 5,450,318,000 VND
Petrovietnam Maintenance and Repair Corporation
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Procurement Contract
Total value of transaction: 2,960,000,000 VND
Vietnam Petroleum Institute
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 1,866,118,885 VND
Petrovietnam Oil Hanoi Joint Stock Company
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 1,860,000,000 VND
Petrovietnam Transportation Corporation
Relationship with the Corporation: Shareholder owns above 10% of the Corporation capital
Resolution No. approved by the BOD: 25-512/NQ-PBHC dated July 30, 2025
Content: Service Contract
Total value of transaction: 1,057,577,333 VND
Driven by the increasing interest from shareholders/investors and other stakeholders in sustainable development (ESG) and green transformation - technological innovation, in 2025, in addition to maintaining traditional Investor Relations (IR) activities, the Investor Relations Division (IR Team) devoted significant time to working closely with the ESG Project Team to finalize the Strategic Orientation on Sustainability and establish ESG practice systems to enhance corporate governance quality and implement corporate governance in line with international best practices.
Shareholder/Investor Relations activities of the Corporation were implemented through a dedicated focal unit (IR Team), under the direction of the BOD and in close coordination with professional divisions/departments across the system, based on high market principles, practices, and standards. Specifically:
The Corporation chaired and actively participated in meetings and engagement events with more than 300 investor and shareholder attendances, both on a periodic basis and upon request, including at investor conferences and forums. On a quarterly basis, the IR Team organized both online and in-person meetings with representatives of domestic and international investment funds, as well as analysts from major brokerage firms, to provide updates on periodic production and business performance and to comprehensively address investor inquiries. These meetings were conducted flexibly in bilingual format (English - Vietnamese), depending on participants' requirements.
Key topics of interest discussed during meetings included:
The IR Team also acts as a supporting unit to the Management in safeguarding shareholders' rights prudently and in full compliance with the Corporation's Charter and applicable laws of Vietnam.
All investor communications and meetings are conducted in bilingual format (English-Vietnamese) to ensure comprehensive and convenient access to information for readers and participants.
In addition to producing specialized investor publications, the Corporation strictly complied with regulations on periodic and ad hoc information disclosure. In 2025, no violations relating to information disclosure were recorded.
The IR Team actively coordinated and facilitated timely information provision to domestic and foreign shareholders before, during, and after the meetings in accordance with regulations, and supported procedures to ensure the full exercise of shareholders' rights at these meetings.
and ad hoc reports to senior management regarding shareholder and investor feedback related to the Corporation's production and business activities, the valuation and trading performance of DPM share, and proposals or recommendations from shareholders and investors.
In 2026, building upon the established foundation and strategic directions of investor relations activities, and under the guidance and support of the Corporation's Management, IR activities will continue to be strengthened. Priority will be given to the application of information technology and digital transformation initiatives to further enhance the quality of information disclosure and to align IR practices more closely with the Corporation's sustainable development strategy. The objectives are to continuously improve corporate governance quality; ensure transparency in information disclosure across all areas of operation; strictly comply with regulatory requirements and principles of equitable treatment of shareholders; and pursue stable, sustainable development while consistently enhancing value for society, shareholders, partners, and employees.
PVFCCo applies the Three Lines Model to support the BOD and the President & CEO in supervising and operating enterprise risk management (ERM), through identifying factors that may affect the implementation of the Corporation's mission, vision, and strategic objectives, and implementing measures to mitigate threats and capitalize on opportunities.
Board of Directors/Risk Management and Policy Committee:
Bear ultimate responsibility for the ERM system
BOARD OF MANAGEMENT
Develop the ERM system and implement ERM activities
Internal Audit
Conduct independent assessments
Supervisory Board
Line 1:
Affiliated Units act as risk owners, responsible for identifying, assessing, mitigating, and reporting risk within their assigned scope.
Line 2:
The Legal & Compliance Division is responsible for developing the ERM framework, providing training and advisory support to Line 1, and monitoring and supervising Line 1's ERM implementation.
Line 3:
The Internal Audit Division independently evaluates the adequacy, effectiveness, and efficiency of the ERM system.
Legend:
Responsibility for implementation/reporting
Delegation of authority, guidance, resource allocation, supervision
Coordination, interaction, collaboration
Oversight
The Corporation's Enterprise Risk Management documents issued from Q3/2025 include:
| No. | Activity group | Risk name | Risk appetite | Risk level | Exceeding/Not exceeding Risk appetite |
|---|---|---|---|---|---|
| 1 | Investment & Development | Risk related to selecting, deciding on, and managing changes to the investment portfolio, affecting investment progress and efficiency | Conservative | 20 - Very high | Exceeding Risk Appetite |
| 2 | Investment & Development | Risk related to inaccurate market forecasts, affecting business strategies and plans | Conservative | 4 - Medium | Not exceeding Risk Appetite |
| 3 | Company operations | Risk of unstable/insufficient supply of input gas, electricity, and water for production | Limited | 5 - Black Swan Risk | Not exceeding Risk Appetite |
| 4 | Company operations | Risk of inventory value write-down | Conservative | 6 - Medium | Not exceeding Risk Appetite |
| 5 | Company operations | Risk of prolonged unplanned shutdowns (exceeding planned downtime) due to technological failures or equipment breakdowns, resulting in production loss | Limited | 5 - Black Swan Risk | Not exceeding Risk Appetite |
| 6 | Company operations | Risk of flammable gas leaks and explosions during production, storage, and dispatch, resulting in severe consequences | Limited | 5 - Black Swan Risk | Not exceeding Risk Appetite |
| 7 | Company operations | Risk of emissions (air emissions and wastewater) and chemical spills during production, storage, and dispatch, causing significant environmental impact | Defensive | 2 - Low | Not exceeding Risk Appetite |
| 8 | Company operations | Risk of Phu My-branded products failing to meet internal quality standards | Limited | 6 - Medium | Not exceeding Risk Appetite |
| No. | Activity group | Risk name | Risk appetite | Risk level | Exceeding/Not exceeding Risk appetite |
|---|---|---|---|---|---|
| 9 | Sales, marketing & communication | Risk that incidents are not handled in a timely manner, leading to media crises that damage the Corporation's reputation and brand | Conservative | 3 - Medium | Not exceeding Risk Appetite |
| 10 | Resource management / internal affairs | Risk that the digital transformation strategy is not updated promptly and is implemented slowly, resulting in missed opportunities to apply technology in governance and operations | Conservative | 12 - High | Exceeding Risk Appetite |
| 11 | Resource management / internal affairs | Risk of cyberattacks causing data loss or leakage and disruption to business operations | Conservative | 12 - High | Exceeding Risk Appetite |
| 12 | Finance & accounting management | Risk of exchange rate fluctuations leading to cost increases compared with the approved business plan | Flexible | 16 - Very high | Not exceeding Risk Appetite |
| 13 | Finance & accounting management | Risk of doubtful trade receivables from customers | Conservative | 3 - Medium | Not exceeding Risk Appetite |
The Corporation's Risk Profile has analyzed root causes, assessed existing control measures, proposed response strategies and actions, and specified the responsible units/departments and implementation timelines.
In line with the principles of "Sustainable, effective, and humane development" and a commitment to advanced governance practices, PVFCCo's Management is focused on implementing and optimizing the ERM system. This initiative is strategically aligned to strengthen corporate governance and uphold PVFCCo's leadership and brand in the fertilizer and chemicals industry among the investor community.
