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Corporate Governance

ANNUAL
REPORT

Petrolimex commits to implementing corporate governance in compliance with current legal regulations. Petrolimex proactively refers and researches application of domestic and international good corporate governance practices toward effectiveness, transparency and sustainable development.

Introduction to Leadership

Chairman (full time)

Pham Van Thanh

BOD member (General Director)

Dao Nam Hai

BOD member (General Director)

Tran Ngoc Nam

BOD member (General Director)

Le Van Huong

BOD member (General Director)

Luu Van Tuyen

Deputy General Director

Nguyen Quang Dung

Deputy General Director

Nguyen Van Su

Deputy General Director

Nguyen Xuan Hung

Deputy General Director

Nguyen Si Cuong

Deputy General Director

Nguyen Ngoc Tu

Chief Accountant

Nguyen Ba Tung

Head of Supervisory Board

Dang Quang Tuan

Supervisor

Hoàng Mai Linh

Supervisor

Dinh Thi Kieu Trang

No.FullnameTitleNumber of
shares owned		Percentage of
voting shares		Number of shares owned
by related parties		Legal
violations		Benefit conflicts
with Petrolimex		Related benefits
for the Group
01 Pham Van Thanh Chairman of the Board of
Directors in full charge 		386,502,70729.87% 0 None None None
02 Dao Nam Hai Member of Executive Board of
Directors (General Director) 		142,326,5893,00011%0.00023% 0 None None None
03 Luu Van Tuyen Member of Executive Board of
Directors (Deputy General Director) 		90,571,4667% 0 None None None
04 Le Van Huong Non-executive member of the Board of Directors, Head of the Human Resources Committee, Salary and Bonus of the Board of Directors 90,571,4666,8007%0.00053% 3,700 None None None
05 Tran Ngoc Nam Member of the Executive Board of Directors (Deputy General Director in charge) 90,571,4665,0007%0.00039% 0 None None None
06 Nguyen Anh Dung Non-executive members of the Board of Directors 11,1000.00086% 0 None None None
07 Ken Kimura Non-executive members of the Board of Directors 169,228,47613.08% 0 None None None
08 Vo Van Quyen Independent member of the Board of Directors 00% 0 None None None

Pham Van Thanh

  • Title Chairman of the Board of
    Directors in full charge
  • Number of shares owned

    386,502,707

  • Percentage of voting shares

    29,87%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Dao Nam Hai

  • Title

    Member of Executive Board of Directors
    (General Director)

  • Number of shares owned

    142,326,5893,000

  • Percentage of voting shares

    22,87%11%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Luu Van Tuyen

  • Title

    Member of Executive Board of Directors
    (Deputy General Director)

  • Number of shares owned

    90,571,466

  • Percentage of voting shares

    7%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Le Van Huong

  • Title

    Non-executive member of the Board of Directors, Head of the Human Resources Committee, Salary and Bonus of the Board of Directors

  • Number of shares owned

    90,571,4666,800

  • Percentage of voting shares

    7%0.00053%

  • Number of shares owned by related parties

    3,700

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Tran Ngoc Nam

  • Chức vụ

    Member of the Executive Board of Directors (Deputy General Director in charge)

  • Number of shares owned

    90,571,4665,000

  • Percentage of voting shares

    7%0.00039%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Nguyen Anh Dung

  • Title

    Non-executive members of the Board of Directors

  • Number of shares owned

    11,100

  • Percentage of voting shares

    0.00086%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Ken Kimura

  • Title

    TNon-executive members of the Board of Directors

  • Number of shares owned

    169,228,476

  • Percentage of voting shares

    13.08%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

Vo Van Quyen

  • Title

    Independent member of the Board of Directors

  • Number of shares owned

    0

  • Percentage of voting shares

    0%

  • Number of shares owned by related parties

    0

  • Legal vilolations

    None

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

  • Representative of
    the State Capital
  • Representative of
    strategic shareholder’s capital
  • Individual
No.Full nameTitleUnrestricted shares (*)Ownership percentage (*)Legal violationConflict of interestRelated benefits
01 Dao Nam Hai General Director 3,0000.00023% None None None
02 Tran Ngoc Nam Member of Board of Directors,
Deputy General Director 		5,0000.00039% None None None
03 Nguyen Van Su Deputy General Director -- None None None
04 Nguyen Quang Dung Deputy General Director 8,1000.00063% None None None
05 Nguyen Xuan Hung Deputy General Director 6,0000.00046% None None None
06 Luu Van Tuyen Deputy General Director -- None None None
07 Nguyen Sy Cuong Deputy General Director -- None None None
08 Nguyen Ngoc Tu Deputy General Director 2,3500.00018% None None None

Dao Nam Hai

  • Title

    General Director

  • Unrestricted shares (*)

    3,000

  • Ownership Percentage (*)

    0,00023%

  • Legal vilolations

    None

  • Conflict of interest

    None

  • Related benefits

    None

Tran Ngoc Nam

  • Title

    Member of the Board of Directors,
    Deputy General Director

  • Unrestricted shares (*

    5,000

  • OWNERSHIP PERCENTAGE (*)

    0.00039%

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

Nguyen Van Su

  • Title

    Deputy General Director

  • UNRESTRICTED SHARES (*)

    -

  • POWNERSHIP PERCENTAGE (*)

    -

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

Nguyen Quang Dung

  • Title

    Deputy General Director

  • UNRESTRICTED SHARES (*)d

    8,100

  • OWNERSHIP PERCENTAGE (*)

    0.00063%

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

Nguyen Xuan Hung

  • Title

    Deputy General Director

  • UNRESTRICTED SHARES (*)

    6,000

  • OWNERSHIP PERCENTAGE (*)

    0.00046%

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

Luu Van Tuyen

  • Title

    Deputy General Director

  • UNRESTRICTED SHARES (*)

    -

  • OWNERSHIP PERCENTAGE (*)

    -

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

Nguyen Sy Cuong

  • Title

    Deputy General Director

  • UNRESTRICTED SHARES (*)

    -

  • OWNERSHIP PERCENTAGE (*)

    -

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

Nguyen Ngoc Tu

  • Title

    Deputy General Director

  • UNRESTRICTED SHARES (*)

    2.350

  • OWNERSHIP PERCENTAGE (*)

    0,00018%

  • Legal vilolation

    None

  • CONFLICT OF INTEREST

    None

  • RELATED BENEFITS

    None

No.Full namePositionNumber of
shares hold as of
31, December 2023 (shares)		Number of shares
owned by the related person as of
31, December 2023 (shares)		ConflictIng interests
with the Group		Related benefits
for the Group		Starting/ending date /
(being a member of
Supervisory Board)
01 Dang Quang Tuan Head of the Supervisor Board 0 23,700 None None 26th June 2020
02 Dinh Thi Kieu Trang Supervisor 0 0 None None 29th March 2020
03 Hoàng Mai Ninh Supervisor 6,820 20,400 None None 27th April 2018
04 Kuroda Norimasa Supervisor 0169,228,476 None None 29th March 2022
05 Nguyen Vinh Thanh Supervisor 0 0 None None 23rd June 2016

Dang Quang Tuan

  • Position

    Head of the Supervisor Board

  • Number of shares hold as of 31st December 2023 (shares)

    0

  • NUMBER OF SHARES OWNED BY THE RELATED PERSON AS OF 31, DECEMBER 2023 (SHARES)

    23,700

  • CONFLICTING INTERESTS WITH THE GROUP

    None

  • Related benefits for the Group

    None

  • STARTING/ENDING DATE / (BEING A MEMBER OF SUPERVISORY BOARD

    26th June 2020

Dinh Thi Kieu Trang

  • Title

    Supervisor

  • NUMBER OF SHARES HOLD AS OF 31, DECEMBER 2023 (SHARES)

    0

  • NUMBER OF SHARES OWNED BY THE RELATED PERSON AS OF 31, DECEMBER 2023 (SHARES)

    0

  • CONFLICTING INTERESTS WITH THE GROUP

    None

  • Related benefits for the Group

    None

  • STARTING/ENDING DATE / (BEING A MEMBER OF SUPERVISORY BOARD

    29th March 2022

Hoàng Mai Ninh

  • Position

    Supervisor

  • NUMBER OF SHARES HOLD AS OF 31, DECEMBER 2023 (SHARES))

    6,820

  • NUMBER OF SHARES OWNED BY THE RELATED PERSON AS OF 31, DECEMBER 2023 (SHARES)

    20,400

  • CONFLICTING INTERESTS WITH THE GROUP

    None

  • Related benefits for the Group

    None

  • STARTING/ENDING DATE / (BEING A MEMBER OF SUPERVISORY BOARD

    27th April 2018

Kuroda Norimasa

  • Chức vụ

    Supervisor

  • Number of shares owned đến ngày 31/12/2022 (CP)

    0

  • Số cổ phần sở hữu của người có liên quan đến ngày 31/12/2022 (CP)

    0

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

  • Thời điểm bắt đầu / không còn là thành viên bks

    29th March 2022

Nguyen Vinh Thanh

  • Chức vụ

    Supervisor

  • Number of shares owned đến ngày 31/12/2022 (CP)

    0

  • Số cổ phần sở hữu của người có liên quan đến ngày 31/12/2022 (CP)

    169.228.476

  • Benefit conflicts with Petrolimex

    None

  • Related benefits for the Group

    None

  • Thời điểm bắt đầu / không còn là thành viên bks

    23rd June 2016

Shareholder structure

Total number of treasury shares as of 31st December 2023

0Shares

Domestic shareholders

  • Vietnam National Petroleum Group

    1.8%

  • Committee for Management of
    State Capital at Enterprises

    75.87%

  • Trade Union

    0.39%

  • Other domestic individuals
    and institution

    4.89%

  • ENEOS Vietnam Company Limited

    13.08%

  • Other foreign individuals and institutions

    3.97%

The implementation of ASEAN scorecard and principles of corporate governance

In 2023, Petrolimex has complied with all key regulations related to corporate governance in general and governance procedures for public companies. Besides, on purpose of improving compliance with regulations on corporate governance, Petrolimex has made efforts to improve quality of corporate governance in accordance with international standards by applying and closely following up OECD Principles of Corporate Governance, ASEAN Corporate Governance Scorecard and Corporate Governance Code of Best practices 2019.

PRINCIPLE 1

01

Establish role, responsibility and commitment of BOD

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

PRINCIPLE 2

02

Establish a competent and professional Board of Directorsp

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. Petrolimex's Board of Directors members possess diverse and appropriate perspectives, expertise, skills, and abilities to play an effective steering and monitoring role for the company.

PRINCIPLE 3

03

Ensure effective leadership and independence of BOD

Petrolimex’s BOD has just 01 independent member. Petrolimex is striving to ensure the number of independent members as stipulated. 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 Management.

PRINCIPLE 4

04

Departments under BOD

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.

PRINCIPLE 5

05

Ensure activities of BOD

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 2023.

PRINCIPLE 6

06

Establish and maintain business ethics and culture

Petrolimex has issued company culture and Code of Conduct (2012), 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.

PRINCIPLE 7

07

TCreate a strong risk and environmental management framework

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.

PRINCIPLE 8

08

Strengthen information disclosure

Petrolimex commits complying with fair and transparent information disclosure to all shareholders and other relevant stakeholders. In 2023, Petrolimex made no violation of information disclosure.

PRINCIPLE 9

09

Set up a framework for effective implementation of shareholders’ rights

Petrolimex cam kết luôn tuân thủ việc minh bạch và công bằng trong công bố thông tin đến tất cả các cổ đông và các bên có quyền lợi liên quan khác. Trong năm 2023, Petrolimex không vi phạm pháp luật về công bố thông tin.

PRINCIPLE 9.1

09

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

09

HBOD directs to organize effective General Meeting of Shareholders.

On 26th June, 2023, the Group held annual General Meeting of Shareholders online, fully complying with current legal regulations, ensuring maximum rights and benefits for shareholders.

PRINCIPLE 9.3

09

BOD builds and implements a dividend policy endeavoring for fairness and consistency.

Petrolimex's dividend policy is approved by the Annual General Meeting of Shareholders each year based on the Group's business performance results in the year.

PRINCIPLE 9.4

09

Petrolimex's dividend policy is approved by the Annual General Meeting of Shareholders each year based on the Group's business performance results in the year.

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.

PRINCIPLE 10

10

Improve relevant stakeholder engagement

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.

Internal Control System

1st layer
of defense

The business management levels at both the Parent Company and member units are the first layer of defense of Petrolimex. Processes and operations must ensure compliance with internal control principles, comply with legal regulations and minimize errors arising from daily operations.

2nd layer
of defense

Petrolimex's controls on finance, goods quality management, monitoring of processes, operations and risk management.

3rd layer
of defense

The Internal Audit department. The internal audit department provides independent assessments and assurance to the Board of Directors and Board of Management on the design and effectiveness of the internal control system

Risk Management Structure

Board of Directors

The BOD 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.

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.

SIGNIFICANT RISK IN 2023

Inventory risk and oil price risk

Impact High

Petrolimex (PLX)'s core business activities are associated with the trading of petroleum products, so business performance is frequently impacted by supply changes a fluctuations of reference petroleum price in domestic and global markets. Therefore, inventory and oil price risks are always draw a special attention of The Group’s leaders. To cope with and minimize the above risks, PLX has actively implemented the following measures:

- Develop a resource generation plan for 2023 early and remotely.
- Increase close monitoring of the market to find sources of goods.
- Organize business and sales activities, ensure sufficient supply of goods.
- The logistics system, terminals and jetties are prepared with technical conditions, adequate equipment and personnel arrangements.
- Proactively research and develop specific plans and scenarios to respond when situations arise.

Risks of fire safety, environmental safety and occupational safety

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 with detailed basic safety rules and 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.

BUSINESS PERFORMANCE

Petrolimex determines that
petroleum will continue to be
our core business