Corporate Governance

BOD always acts, on the basis of full information for the highest and long-term interest s of Petrolimex, with good faith, diligence and prudence for all shareholders’ interests, paying a special attention to stakeholders ‘relevant interests of Petrolimex.

Petrolimex has been composing a professional, objective and competent BOD to ensure profit and sustainability of Petrolimex for the highest interest of shareholders and stakeholders. BOD members of Petrolimex have their diverse and appropriate expertise, perspectives and competence necessary to play the roles of driving and monitoring the Group effectively.

BOD of Petrolimex is required to have knowledge, diversity of enterprise and professional skills. All BOD members ensure they are knowledgeable about finance, risk management and IT, legal, business management, international experience, business environment. stipulated. Independent member of BOD must be experienced, competent and capable enough to meet IFC’s criteria. The titles of Chairman of BOD and General Director are separated to strive for power balanced relationship to take more responsibilities and improve independent decision-making capacity of BOD and Board of General Directors.

BOD of Petrolimex has established 05 specialized sub-departments under BOD to assist BOD in performing its functions and prevent any conflict of interest, including: General Administration Department, HR and Remuneration Department, Audit Department, Strategy and Investment Department and Risk Management Department.

BOD evaluates performance of each department under BOD y-o-y. Evaluation of each member will be reviewed by the BOD and applied in appropriate time. Allowance of BOD, Supervisory Board, Board of General Directors and Chief Accountant is publicly announced with a separate section in financial statement of the Group, ensuring compliance with applicable regulations of Resolution of Annual General Meeting of Shareholders 2022.

Petrolimex has issued company culture and Code of Conduct (2022), Labor Code (updated December 2020) for the whole Group to set standards for ethics, company culture, making clear of acceptable and unacceptable behaviors in internal and external relations.

BOD has set up criteria for selection of independent auditing company, evaluating independent audit quality and audit process to monitor implementation of recommendations by an independent auditing company. BOD has built and completed its internal control system with 3 lines of defense to protect Petrolimex’s assets, ensuring reliability of information, implementation of legal regimes and business performance of Petrolimex.

Petrolimex commits complying with fair and transparent information disclosure to all shareholders and other relevant stakeholders. In 2022, Petrolimex made no violation of information disclosure.

Principle 9.1: Shareholders’ rights and equal treatment of all shareholders. Petrolimex recognizes and respects the rights of all shareholders, owner of the company including minority and foreign shareholders.
Principle 9.2: BOD directs to organize effective General Meeting of Shareholders. In 2022, BOD organized 02 Annual General Meeting of Shareholders and extraordinary General Meeting of Shareholders on online platform, complying with the applicable regulations and ensuring max rights and interests for shareholders.
Principle 9.3: BOD builds and implements a dividend policy endeavoring for fairness and consistency. Petrolimex’s dividend policy is approved by Annual General Meeting of Shareholders based on business performance of the Group y-o-y.
Principle 9.4: Transactions with stakeholders were approved and implemented in a manner that conflicts of interest are properly managed, ensuring interests of Petrolimex and shareholders.
Transactions related to the benefits of the BOD’s members are regulated in the Group’s charters and the information is published periodically in 6-month and 12- month management reports, Annual report.

The Group’s business activities were implemented in principle of ensuring the highest interest of stakeholders. At the same time, in order to create favorable conditions for stakeholders to raise their voices/sue for any violation of their rights and interests, Petrolimex discloses contact information on the Group's website.