Corporate Governance

Corporate Governance in 2023

As per expert evaluations, enterprises with effective governance are not only better valued but they also attract the interest of investors, thereby amplifying opportunities to secure long-term capital from the market. Simultaneously, adept corporate governance establishes a comprehensive framework and mechanism, offering enhanced protection for the interests of both investors and stakeholders. This, in turn, contributes to ensuring sustainable development and bolstering the resilience of businesses.

Over the years, FPT has consistently adhered to all essential legal provisions pertaining to corporate governance, both in a general context and in adherence to regulations specific to listed companies. Furthermore, in order to strengthen the corporate governance and compliance structure, FPT also made efforts to enhance the quality of corporate governance according to international standards. More specifically, the Corporation ensured adherence to the criteria in the OECD Principles of Corporate Governance, ASEAN Corporate Governance Scorecard, and Vietnam Corporate Governance Code of Best Practices co-developed by the State Securities Commission of Vietnam and the International Finance Corporation (IFC).

In 2023, FPT was recognized as one of the Top 10 Large-cap enterprises with best corporate governance during the Announcement and Honoring Ceremony of award-winning enterprises in the 2023 Vietnam's Listed Companies Awards organized by the Ho Chi Minh City Stock Exchange (HoSE), Hanoi Stock Exchange, and the Investment Newspaper.

Compared with the criteria of the Vietnam Corporate Governance Code of Best Practices and the ASEAN Corporate Governance Scorecard, FPT has gone to great lengths to enhance corporate governance over the years and has met almost all regional standards. In particular, the Corporation has been highly appreciated for four criteria: Roles of stakeholders, Disclosure and Transparency, Rights of Shareholders, and Responsibilities of the Board. Furthermore, regarding the control environment, FPT has been working hard to meet the principles of the Vietnam Corporate Governance Code of Best Practices, the ASEAN Corporate Governance Scorecard, and other related regulations.

Detailed below is information about FPT's 2023 corporate governance referencing the contents of the Vietnam Corporate Governance Code of Best Practices, including Responsibilities of the Board, Control Environment, Disclosure and Transparency, and Rights of Shareholders.

Responsibilities of the Board

In 2023, the Board of Directors diligently fulfilled its duties and adhered to pertinent regulations governing its activities and responsibilities, thus safeguarding the interests of shareholders. This commendable performance led to FPT's BOD being recognized by the Vietnam Institute of Directors (VIOD) for its dedication to upholding exemplary corporate governance standards.

Principle

Establish the roles, responsibilities, and commitments of the BOD

The operational structure, roles, responsibilities, and remuneration of the Board members are specified in the Corporate Charter and Corporate Governance Regulations, also publicly announced in the Annual Report and on the Corporation's official website.
The BOD reviews and approves the strategic orientations, annual business plans, investments excluded from yearly business plans, and budgets that exceed 10% of the annual business budgets.
The BOD has been effectively fulfilling its supervisory roles in monitoring the effectiveness of corporate governance activities and compliance with the applicable legislation. Those roles are demonstrated in the BOD's Evaluation of Business Performance and the BOD's Evaluation of the BOM's Performance, herein the Annual Report.
The BOD has delegated responsibilities to the Internal Audit department to conduct examinations, assessments, and ongoing monitoring of sustainable management issues. They are responsible for reporting findings and recommending implementation plans to the BOD to ensure effective risk management and capitalize on opportunities pertaining to sustainable development.
The BOD has also supervised and promoted high standards of business ethics, behavioral culture, and the integrity of financial statements.
All Board members engaged in quarterly meetings by attending in person or providing written feedback. The meeting documents were entirely sent to the BOD members at least 07 days before the meeting date. In 2023, the BOD conducted 06 meetings, including 04 virtual meetings and 02 times obtaining written feedback, ensuring compliance with the regulations in 01 quarterly meeting. The Board also issued 09 resolutions.
Members of the BOD must participate in all meetings during the year, or at least one meeting a quarter, and have clear opinions on each issue being discussed. In case of absence, the Board members must notify the Chairman's Office in writing.

Principle

Establish a competent and professional BOD

There are seven members in FPT's BOD for the 2022 – 2027 tenure. It is for pursuing the diversity of professional experience and the number of independent/non-executive members of the BOD.

There are seven members in FPT's BOD for the 2022 – 2027 tenure. It is for pursuing the diversity of professional experience and the number of independent/non-executive members of the BOD. Also, it delivers objectivity, professionalism, and efficiency of the BOD, aiming at the sustainable development of the Corporation and the highest benefits for shareholders and other stakeholders. In 2023, the BOD retained 07 members unchanged from the beginning of the 2022 – 2027 term.

Regarding governance training, as of December 31, 2023, there were two members of the BOD and the Supervisory Board who gained certificates from corporate governance courses.

The remaining members of the BOD, the Supervisory Board, and the BOM are continuously getting updates and complying with the provisions of the law on corporate governance. They are intended to join training courses as soon as possible.

Principle

Ensure effective leadership and independence of the BOD

The BOD currently has 03 independent members, accounting for nearly half the total. The independent members include Mr. Jean-Charles Belliol, Mr. Hiroshi Yokotsuka, and Mr. Hampapur Rangadore Binod. The independent Board members have sufficient capabilities and expertise. They also meet the IFC's definition of "independent members of the BOD ensure the objectivity in decision-making, especially in conflict of interest."

The BOD is diverse in knowledge and professional experience. All Board members are experts in finance, risk management, IT, legal, business administration, international experience, and business environment. Specifically, there is 01 member with years of experience in the financial sector – Mr. Jean-Charles Belliol. There are also 05 members with extensive experience in the IT field and 01 member with a deep understanding of the investment industry and corporate governance.

Since 2013, FPT has separated the Chairman's and the CEO's roles to enhance the independence and division of responsibilities between the BOD and the BOM while ensuring decentralization in decision-making and enhancing independence in the Board's activities.

Principle

Establish preparatory committees to assist the BOD

FPT's BOD has established 03 committees to assist the BOD in implementing its responsibilities and supervisory duties.

The Personnel and Remuneration Committee: The principal duty of the Committee is to handle policies regarding remuneration and personnel procedures for the Corporation and its subsidiaries. It supports the BOD in choosing, proposing, appointing, dismissing, and conducting the performance evaluation of the members of the BOD, the BOM, representatives, and other senior executives of the Corporation and its subsidiaries.
The Development Policy Committee: The Committee is responsible for making development proposals to be reported to the BOD and monitoring issues regarding the development strategies of the Corporation and its subsidiaries.
The Chairman's Office: As a corporate secretary and a preparatory body of the BOD, it is responsible for supporting the BOD and the Chairman in carrying out their roles.

In addition, the Internal Audit Department under the BOD was established in 2022. Its primary function is to assess and appraise the sufficiency and efficiency of governance, risk management, and internal control mechanisms. Additionally, it evaluates the performance quality in executing assigned responsibilities, providing recommendations for enhancement to attain business goals and objectives.

Principle

Ensure effective operation of the BOD

The best measure of the BOD's performance is the evaluation process and the amount of their remuneration. In detail, the BOD does the annual evaluation of the performance of the Board and all committees, understanding their roles and responsibilities to enhance operational excellence.

The remuneration of the BOD, the Supervisory Board, the BOM, and other management roles is publicly reported in the Corporation's Financial Statements and compliance with the Resolutions of the 2023 AGM.

Remuneration of BOD members in 2023

No	Board member	Position	Remuneration (VND)
1	Mr. Truong Gia Binh	Chairman	0
2	Mr. Bui Quang Ngoc	Vice Chairman	0
3	Mr. Do Cao Bao	Board member	0
5	Mr. Jean-Charles Belliol	Board member	960,000,000
6	Mr. Hiroshi Yokotsuka	Board member	2,389,250,000
7	Mr. Hampapur Rangadore Binod	Board member	2,389,250,000
8	Ms. Tran Thi Hong Linh	Board member	360,000,000

Principle

Establish and maintain the corporate culture and ethics

FPT issued a Code of Conduct (in August 2004), a Professional Code of Ethics (in July 2003), Labor regulations (updated in January 2020), and Protocols for Media Behavior (May 2020) to set standards for professional conduct, ethics, and corporate culture, while clearly defining acceptable and unacceptable rules across the Corporation. In addition, the Internal Regulations on Corporate Governance and the Operation Regulations of the BOD also got the approval of the 2021 AGM. Those documents clearly outline the ethical rules of reporting and publicizing the benefits of Board members.

These rules and regulations have been communicated in provided training to the entire Corporation, from the BOD and BOM to employees, to enhance awareness and ensure adherence.

Control Environment

Principle

Establish a robust risk management framework and control environment

The BOD sets up the criteria for choosing the independent auditing firm, evaluating the performance of the independent auditors, and tracking the implementation of recommendations made by the independent auditors. As authorized by the AGM, the BOD selected PwC Vietnam Co. Ltd. to audit the fiscal year 2023. Besides, none of the non-audit service costs were incurred in 2023. As a result, the total auditing fee was 4,641,000,000 VND.
Annually, the BOD approves business strategies and supervises the BOM's execution of the set goals effectively.
In order to minimize risk, FPT's risk management units are organized at corporate and subsidiary levels. It is decentralized, authorized, and coordinated into a unified and consistent system throughout the Corporation.
The Internal Audit Department under the BOD was established in 2022 to ensure independence and objectivity, add value, and enhance overall operations.
FPT consistently adheres fully, strictly, and punctually to regulations concerning information disclosure for listed companies. Additionally, all relevant parties can access FPT's disclosed information promptly and reliably through the Corporation's official website.

Disclosure and Transparency

FPT consistently adheres fully, accurately, and punctually to regulations concerning information disclosure for listed companies. Additionally, all relevant parties can access FPT's disclosed information promptly and reliably through the Corporation's official website.

Principle

Enhance the information disclosure activities of the Corporation

The Corporation is committed to transparency and equality in disclosing information to all shareholders and other stakeholders. Accordingly, in 2023, the Corporation did not violate any regulations on information disclosure.
The Corporation's Investor Relations Department and Information Disclosure Department are responsible for publishing information entirely, accurately, and punctually, monitoring external communications to shareholders, and archiving documentation following relevant legislation. For many years, FPT has consistently ranked among the Top 50 best-listed companies in Vietnam and has consistently placed within the Top 3 large capitalization enterprises with Investor Relations (IR) activities that are held in high regard by investors and financial institutions.
100% of disclosed information is accurately updated on the Corporation's website and other means of communication in Vietnamese and English under relevant law on information disclosure for listed companies. In addition, the Corporation promptly discloses important business information via several channels such as the website, mass media, and regular meetings with investors, journalists, and other related parties.
In every investor meeting and the AGM, investors are entitled to give questions regarding the business operations and get responses immediately from the senior leaders of the Corporation. In addition, the Minutes and Resolutions of the AGM are entirely published on the Corporation's website for shareholders and investors to acknowledge the information proactively.
Information about the ownership structure and operating model, details of significant shareholders, internal shareholders, members of the BOD and the BOM, and transactions with stakeholders are publicly updated in the Annual Report and the Corporation's official website.
Information on FPT's environmental and social impacts and corporate social responsibility (CSR) activities are announced and updated in the Corporation's Annual Report.
In addition to the Information Disclosure Regulations issued in 2022, FPT introduced additional Internal Regulations on Information Disclosure Management specifically applicable to its subsidiaries in 2023. This was done to address the growing need for accessing and updating information about the Corporation and its related entities, ensuring that information is disseminated in a timely, transparent, and efficient manner.

Rights of Shareholders

In April 2023, FPT continued its tradition of organizing the AGM, offering both in-person and online participation options to uphold shareholder rights and maintain transparency. Shareholders' discussion questions were included in the Minutes of the AGM, which are fully and promptly disclosed. In 2023, the Corporation has consistently strived for the utmost benefit of all shareholders and investors, including their financial interests, rights to access information, and participation in some critical decisions.

Principle

Establish a framework for the effective exercise of shareholder's rights

The Corporation paid total dividends to shareholders following the dividend payment policy approved by the 2023 AGM, which is also available on the Corporation's website.

On April 6, 2023, the AGM was successfully held in the hybrid format, fully complying with applicable laws while ensuring the maximum rights and interests of the shareholders. Detail as follows:

The meeting invitation was sent to all shareholders with sufficient information about the time, location, meeting agenda, and registration. Furthermore, in order to ensure the rights of shareholders joining the AGM virtually, AI technology was utilized to authenticate and identify shareholders automatically. Shareholders' identities were verified in 3 steps: Information verification (Type of shareholder; Photo/scan of identification documents with photo (ID card/Business license); Personal information (email; phone number)); Face authentication and email authentication. Shareholders only need approximately 02 seconds for the system to complete the online identification process, which includes automatically identifying images, analyzing, extracting, validating information, and providing feedback to shareholders.
All notices, documents of the AGM, and power of attorney in Vietnamese and English are sent directly to shareholders via email or publicly posted on the Corporation's website 20 days before the AGM's meeting date.
Participating in the 2023 AGM, shareholders exercised their voting rights in direct voting or remote voting following the process of summoning, voting procedure, the corporate charter, and relevant legislation.
While at the AGM, shareholders raised 20 questions to the Monitoring Committee concerning the performance of the Corporation and its subsidiaries. The Chairman, the CEO, and other members of the Monitoring Committee of the AGM responded to shareholders' comments at the meeting in full.
The entire process of verifying shareholder status, monitoring the voting process, and counting votes was overseen by the Vote Counting Committee, with technology applied to ensure transparency and accuracy.
The AGM's resolutions and minutes were entirely posted on the Corporation's website in Vietnamese and English within 24 hours in chronological order. They accurately and thoroughly recorded the opinions of shareholders, the number of votes, and the percentage of voting for shareholders' opinions on the AGM's issues.

Articles 38 and 39 of the Corporate Charter regulate that the Board members must be responsible for being prudent and honest, avoiding conflicts of interest, and devoting themselves to the highest benefits of shareholders and the Corporation. Also, they must exercise their rights, obligations, and responsibilities in accordance with the Law on Enterprises, the Corporate Charter, the Corporate Governance Regulations, and other internal regulations.

Relationship with stakeholders

In 2023, in parallel with ensuring stable growth in the face of a complex geopolitical situation and a stagnant economy, the Corporation's business activities were carried out with the principle of providing the highest benefits to stakeholders. For stakeholders to speak up and/or lodge any complaints about possible violations of their rights, FPT publicly discloses contact information for each sector on the Corporation's website: https://fpt.com/en/contact.

Principle

Promote effective stakeholder engagement

Stakeholders	FPT's commitment
Customers	Invest in developing platforms, solutions, and products under three operational sectors (technology, telecommunications, and education) to meet customer needs and constantly improve the brand reputation and the quality of the human resources to ensure credibility.
Shareholders, investors	Promote transparency and endeavor to bring the highest benefits to shareholders and investors.
Employees	Create opportunities for each employee to demonstrate their skills and achieve success.
Community	Leverage technology to connect society, bringing better values to life and becoming a reliable fulcrum for community development.
Government, ministries, and public agencies	Always accompany major national programs and projects, aiming for a mighty nation.
Partners, suppliers	Endeavor to establish professional relationships with partners based on intensive insights, maximizing the strength of cooperation, long-term partnerships, mutual success, and sustainable development.
Press and media agencies	Provide timely and transparent information on the activities of FPT and its subsidiaries.

The BOD also issued the resolution to manage transactions worth less than 35% of the Corporation's assets recorded in the latest financial statements. In 2023, FPT did not detect any transactions that conflicted with the interest of the Corporation. Anti-corruption and anti-bribery policies were also strictly followed up.