CORPORATE
GOVERNANCE
Board of Management structure and
number of shares held
Changes in the Board of Management 2021
Board of Management structure and number of shares held As of 31st December 2021, the BOM consisted of six members, with four non-executive members, two executive members and no independent member. On 1st November 2021, Mr. Pham Duc Thang – BOM Member cum General Director of the Group resigned since he was entitled for retirement. Mr. Tran Ngoc Nam, BOM Member cum Deputy General Director was assigned to be in charge of the General Director’s affairs from 1st November 2021 until the Group appoints a new General Director.
No | Member of BOM | Positions | Number of shares owned | Percentage of voting shares | Shares owned by people involved | Violation law | Conflicts of interst with Petrolimex | Related benefits with Petrolimex |
---|---|---|---|---|---|---|---|---|
01 | Pham Van Thanh | Chairman | 347,686,364 | 26.87% | 0 | No | No | No |
02 | Toshiya Nakahara | BOM member – Non-executive | 103,528,476 | 8% | 0 | No | No | No |
03 | Nguyen Thanh Son | BOM member | 90,571,46622,700 | 7% 0.00175% | 0 | No | No | No |
04 | Le Van Huong | BOM member – Non-executive | 90,571,4666,800 | 7% 0.00053% | 3,700 | No | No | No |
05 | Tran Ngoc Nam | Deputy General Director | 90,571,4665,000 | 7% 0.00039% | 0 | No | No | No |
06 | Nguyen Anh Dung | BOM member – Non-executive | 11,100 | 0.00086% | 0 | No | No | No |
Pham Van Thanh
- Positions
Chairman
- Number
of shares owned347,686,364
- Percentage
of voting shares26.87%
- Shares owned by
people involved0
- Violation law
No
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
Toshiya Nakahara
- Positions
BOM member – Non-executive
- Number
of shares owned103,528,476
- Percentage
of voting shares8%
- Shares owned by
people involved0
- Violation law
No
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
Nguyen Thanh Son
- Positions
BOM member
- Number
of shares owned103,528,476
22,700 - Percentage
of voting shares7%
0.00175% - Shares owned by
people involved0
- Violation law
No
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
Le Van Huong
- Positions
BOM member – Non-executive
- Number
of shares owned90,571,466
6,800 - Percentage
of voting shares7%
0.00053% - Shares owned by
people involved3,700
- Violation law
No
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
Tran Ngoc Nam
- Positions
Deputy General Director
- Number
of shares owned90,571,466
5,000 - Percentage
of voting shares7%
0.00039% - Shares owned by
people involved0
- Violation law
No
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
Nguyen Anh Dung
- Positions
BOM member – Non-executive
- Number
of shares owned11,100
- Percentage
of voting shares0.00086%
- Shares owned by
people involved0
- Violation law
No
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
- Representative of the State Capital
- Representative of strategic shareholder’s capital
- Individual
Structure of the Supervisory Board
No | Full name | Positions | Number of shares | Conflicts of interst with Petrolimex | Related benefits with Petrolimex | Starting / ending date (being a member of Supervisory Board) |
---|---|---|---|---|---|---|
01 | Dang Quang Tuan | Head of Supervisory Board | 0 | No | No | 26/6/2020 |
02 | Nguyen Vinh Thanh | Supervisor | 0 | No | No | 26/6/2020 |
03 | Tong Van Hai | Supervisor | 1,000 | No | No | 26/6/2020 |
04 | Hoang Mai Ninh | Supervisor | 2,120 | No | No | 26/6/2020 |
Dang Quang Tuan
- Positions
- Number of shares
0
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
- Starting / ending date (being a member of Supervisory Board)
26/6/2020
Nguyen Vinh Thanh
- Positions
Supervisor
- Number of shares
0
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
- Starting / ending date (being a member of Supervisory Board)
23/6/2020
Tong Van Hai
- Positions
Supervisor
- Number of shares
1,000
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
- Starting / ending date (being a member of Supervisory Board)
23/6/2020
Hoang Mai Ninh
- Positions
Supervisor
- Số lượng cổ phần
nắm giữ (CP)2,120
- Conflicts of interst
with PetrolimexNo
- Related benefits
with PetrolimexNo
- Starting / ending date (being a member of Supervisory Board)
27/6/2020
Structure of the shareholders
Domestic shareholders
Vietnam National Petroleum Group
1.8%Commitee for Management of State Capital
75.87%Trade Union
0.39%Other domestic individuals and institutions
4.92%
Foreign shareholders
ENEOS Vietnam Co, Ltd
8.0%ENEOS Corporation
5.08%Other foreign individuals and institutions
3.94%
The implementation of asean scorecard and principles of corporate governance
Ensuring compliance with international standards
By applying and increasingly sticking to the criteria in the OECD Principles of International Governance and the ASEAN Corporate Governance Scorecard, including the following key issues:
- Equal treatment of shareholders.
- Ensure all shareholder rights.
- Ensure rights and roles of stakeholders.
- Disclosure and transparency of information.
- Strengthen the responsibility of the Board of Directors to shareholders.
Petrolimex's response to the ASEAN Corporate Governance Scorecard
Petrolimex has well met the criteria related to shareholders' rights, equal treatment of shareholders, the role of stakeholders, information disclosure and transparency. Petrolimex is developing a plan to best meet the criteria of the ASEAN Corporate Governance Scorecard on all the issues mentioned in the Scorecard.
By applying and increasingly sticking to the criteria in the OECD Principles of International Governance and the ASEAN Corporate Governance Scorecard, including the following key issues:
- Equal treatment of shareholders.
- Ensure all shareholder rights.
- Ensure rights and roles of stakeholders.
- Disclosure and transparency of information.
- Strengthen the responsibility of the Board of Directors to shareholders.
Petrolimex has well met the criteria related to shareholders' rights, equal treatment of shareholders, the role of stakeholders, information disclosure and transparency. Petrolimex is developing a plan to best meet the criteria of the ASEAN Corporate Governance Scorecard on all the issues mentioned in the Scorecard.
Internal control system
The Group has had its internal control system developed and gradually perfected. Principally, the internal control system is composed of three lines of defense under the following model:
Structure diagram
of the internal control system
Data are supervised, reviewed, and compared daily on the human resource management system SAP-ERP, EGAS, AGAS. Thanks to that, all three controlling levels of internal control system of the Group have promptly responded to problems and improve the quality of control activities. 2021 was a year that the business activities have been affected seriously by the Covid-19 pandemic and the unusual oil price fluctuation. Therefore, the business results have been affected by day and by hour. Thanks to the data control with technology, the internal control system has adapted to the new situation, thereby it has operated effectively in a business context with fluctuations.
Risk Management Structure
The risk management process deployed at the Vietnam National Petroleum Group includes risk assessment and risk response activities, based on understanding of business environment and activities of the group, which are performed in parallel with continuous supervision, review, information exchange and consultation.
Board of Management
The BOM takes the ultimate responsibility for the orientation and supervision of all risk management activities.
Risk Management Department
The Risk Management Department assists the BOM and together takes responsibility for supervising risk management activities across the Group in accordance with the policies and risk appetite.
General Director
The General Director takes the ultimate responsibility for the Group’s risk management, including giving direction to his management activities.
Risk Managing Deputy General Director
The Deputy General Director in charge of risk management take responsibility for the orientation of developing and performing risk management activities across the Group.
Risk Management Division
The Risk Management Division is responsible for developing and implementing risk management activities among the entire risk management department.
Audit Department
The Audit Department is responsible for independently evaluating the effectiveness of risk management processes and activities, timely providing independent assessments to the BOM on the effectiveness of risk management and control.
Structure diagram of the risk management
Reports on risk management play a critical role in the management of current risks and potential risks at the Group. In addition to maintaining risk portfolio, current requirements to report risks at the Group includes the followings:
In 2021, the complicated situation of the Covid-19 epidemic makes the business environment in Vietnam complicated and difficult to predict, requiring detailed risk management and prevention measures to cope with fluctuations. .
01Oil price and inventory risksHIGH
Impact: High
Petrolimex’s core businesses are closely associated with petroleum product purchasing and selling activities, therefore, these activities will be impacted by changes of oil price in international market. Oil price risk is also a top priority of the Group’s leaders. In 2021, the Group’s management have drastically directed in-charge departments to jointly monitor and manage the end-to-end processes relating to procurement, storing and sales in order to effectively and properly mobilise in and out of inventories, minimizing impacts of oil price changes on business performance of the Group. Since 01st January 2022, petroleum retail prices will be adjusted every 10 days in accordance with Decree No 95/2021/ND-CP (“Decree 95”) instead of every 15 days as per Decree 83/2014/ ND-CP, this will help domestic petroleum retail prices to keep up with global price fluctuations. With this new base pricing circle under Decree 95, the Group’s specialized departments have coordinated to analyze and evaluate its impacts and worked out new pricing options to negotiate with suppliers. In line with continuously improving control measures and inventory management, adjustment of import price formula closely keeping up with base price formula is considered by the Group as one of effective solutions to minimize oil price risk.
02Risk of failure in identifying market changesMEDIUM
Impact: Medium
It is a key and decisive factor for a company’s success to identify market changes to timely adjust and meet the petroleum demand. In the context of big and fast changes caused by Covid-19 pandemic, it has become more urgent and necessary. Flexible changes of social distancing measures and travel restrictions of the State depending on pandemic developments have caused serious impacts on petroleum consumption demands of domestic market toward unpredictable changes. Besides, there is now a fierce competition in Vietnam petroleum market, especially since the State of Vietnam allowed 38 wholesale traders to import petroleum products and over 300 distributors are allowed to purchase products from many different petroleum hubs. In 2021, the Group has strengthened coordination with authorities to promptly grasp policy changes. Statistics, big data analysis and market demand forecast is always a top priority, apart from applying solutions to enhance forecast efficiency, member units always closely follow up with customers to timely understand consumption demands in case of sudden changes. The Group’s specialized departments have proactively adjusted sales plans, importation plans as well as mobilization of products between localities to adapt with changes in each specific stage. In addition, the Group also enters close cooperation with petroleum stations to timely capture information on competitors nationwide, adjusting sales policies and creating favorable conditions for petroleum stations to enhance their competitiveness and take initiative in sales.
03Risk management of petroleum qualityMEDIUM
Impact: Medium
Poor quality petroleum causes direct impacts on end-users, not only does it cause direct impacts on operation, durability of transport means but also causes harm to consumers, risk of fire. Therefore, the Group’s leaders always prioritize ensuring petroleum quality under strict supervision from importation, circulation, storage to sales. Apart from contributing opinions to construction of national petroleum standards, Petrolimex has always pioneered complying and meeting the highest standards. The Group has issued petroleum product sourcing standards, petroleum quality management regulations, frequently conducting periodic and extraordinary inspections at member units. In November 2021, the Group has issued a set of basic standards and technical requirements on procurement based on the latest draft of QCVN 01:2021/BKHCN. In addition, the Group has been doing research on supplementing control solutions on petroleum quality management at petroleum terminals by SAP-ERP, applying database software in corporate governance systems to monitor inspection, calibr/ation of measuring instruments at petroleum stations, applying technological advances to monitor leakages of storage tanks. Petrolimex is now installing 2-layer underground storage tanks at some new petroleum stations and expand this model at newly-built petroleum stations.
04Risks of fire and explosion safety, environment safety and occupation health and safetyMEDIUM
Impact: Medium
In the petroleum trading activities, fire and explosion safety, environment safety and occupational health and safety are the issues that the Group’s leaders always pay special attention. To enhance fire and explosion safety, environment safety and occupational health and safety, the Group has developed and issued a full range of technical procedures, labor regulations, regulations on entry and exit of the unit and petroleum buildings. All regulations come with detail on basic safety rules (regulations on fire prevention and fighting, regulations on environmental protection, regulations on occupational health and safety, regulations on prevention and fighting natural disasters and reaching, together with report forms). The mentioned procedures are reviewed annually. To promptly respond to incidents, the Group has instructed the units to develop specific procedures on incident response, firefighting plans, natural prevention and rescuing plans, response to oil-spillover incident, etc. Besides, grassroots units have frequently organized training sessions, creating favorable conditions for laborers to get used to possible situations and to perfectly operate any incident. In 2021, the Group has strongly focused on investing modern equipment and technology, step by step automating, replacing manual labor and improving safety ratio. In addition, the Group has signed training cooperation programs with international organizations such as JCCP, strategic partner ENEOS (Japan) to organize training courses to improve labor safety.
05Tax riskHIGH
Impact: High
Petrolimex is aware that compliance with tax policies and tax risk management is extremely important to serve customers’ interests, maximizing benefits for shareholders and contributing to the State Budget. These are prerequisite conditions for sustainable development. Therefore, we always make efforts to fully comply with tax obligations to meet State’s principles of fairness, equality in taxation and establishing cooperation relations with tax departments based on mutual trust. Our core principles of tax risk management are strictly complying with provisions of the laws. To ensure compliance, we have issued appropriate procedures and assigned specialized human resource to generate and update policy related changes, legal regulations on tax and provide full information to related department sin a timely manner. The implementation of tax related policies and regulations has been implemented in accordance with procedures issued by the Group and being ensured through closely inspections and supervisions (E.g., inspection of every procedure and process, cross checking, checking multiple control layers, etc.). We have maintained transparent relations with tax departments and provided full certified documents on request of tax authorities.
Contributing to community by tax payment
Petrolimex is proud of making significant contributions to local economic development through tax payment and creation of jobs for many localities nationwide. We ensure that all our member units nationwide to fully fulfil corporate income tax obligations as well as any other tax payment to increase revenue for tax departments, e.g., VAT, environmental protection tax, import-export tariffs, special consumption tax, contractor tax. In 2021, total of tax payments made to the State Budget reached 33,826.3 billion VND. Petrolimex’s risk management system has been well-built and become a periodic activity closely attached with professional activities of professional departments. In 2022, the Group will continue implementing application of information technology into risk management, step by step automating risk management procedures, improving risk management efficiency and turning risk management into a unique corporate culture of Petrolimex.