Corporate Governance
Report of the Supervisory Board
Composition and Structure of the Supervisory Board
In 2023, the composition of the Supervisory Board for the 2022-2027 term remained unchanged in terms of positions and number of members, as per the list approved during the 2023 AGM. According to related regulations, the primary responsibilities of the Supervisory Board include:
- Exercising the rights to supervise the implementation of the Corporate Charter;
- Supervising the implementation of the 2023 AGM's Resolutions to protect the rights of Shareholders;
- Overseeing and collaborating with independent auditors to ensure transparency in the Corporation's financial activities;
- Monitoring the performance of duties, tasks, and transparency of members of the BOD and BOM under the relevant legislation.
The Supervisory Board members
| No. | Member | The Commencement Date as a member |
|---|---|---|
1 | Mr. Nguyen Viet Thang, Head of the Supervisory Board | April 7, 2022 Being re-elected |
2 | Mr. Nguyen Khai Hoan, Member of the Supervisory Board | April 7, 2022 Being re-elected |
3 | Ms. Duong Thuy Duong, Member of the Supervisory Board | April 7, 2022 |
Compliance monitoring activities
- Monitoring the execution of the AGM's Resolutions: The Supervisory Board acknowledged the BOM's diligent efforts in fulfilling the business objectives pledged to shareholders, alongside the attentive guidance provided by the BOD amidst prevailing economic uncertainties. In 2023, the Corporation honored its commitments by disbursing dividends in both cash and shares and issuing preferential shares to employees who made exceptional contributions in 2022, aligning with the policy ratified by the 2023 AGM, thus ensuring transparency and equity. Moreover, the Corporation duly compensated members of the BOD and the Supervisory Board in line with regulations and standards sanctioned by the 2023 AGM.
- Monitoring the functions of the BOD and BOM: In 2023, Supervisory Board members actively participated in all meetings of the BOD, meticulously scrutinizing proposals and decisions endorsed during these sessions. Throughout the year, no grievances or disputes involving members of the BOD, BOM, or Supervisory Board were reported to the Supervisory Board. Furthermore, no indications of misconduct or impropriety by members of these bodies were observed.
- Coordinating activities between the Supervisory Board and the BOD, BOM, and other executives: The Supervisory Board consistently received updated information regarding the Corporation's strategies, plans, and business performance prior to the Board meetings. Throughout 2023, the Supervisory Board maintained close coordination with the BOD and the BOM to facilitate professional operations. Moreover, proactive and regular discussions were conducted with the BOM, particularly concerning issues arising during the audit of financial reports.
- Regarding compliance: Throughout 2023, the Supervisory Board did not document any unusual indications that would compromise or contravene state regulations or internal policies in the activities of the BOD, BOM, and managers, thus safeguarding shareholders' interests and mitigating potential risks. Moreover, collaboration between the Supervisory Board and the Compliance Monitoring Board significantly improved compared to previous years. Recognizing this progress, the Supervisory Board was committed to further enhancing a detailed and comprehensive coordinated action plan to bolster financial safety controls in 2024 and beyond.
- Report on Control of Transactions between the Corporation and Related Parties: According to Article 290, Clause 4 of Decree 155/2020/ND-CP, which regulates the monitoring of transaction reports between the company and related parties, the Supervisory Board observed no transactions in 2023 between FPT and other companies where related individuals of members of the BOD, members of the Supervisory Board, or the CEO (Director) held positions as members of the BOD or CEO (Director) that contravened regulations. Additionally, the Supervisory Board did not identify any other transactions within the Corporation in 2023 that could provide material or immaterial benefits to members of the BOD, members of the Supervisory Board, or the CEO (Director).
Remuneration and operating expenses of the Supervisory Board
In 2023, the Supervisory Board received remuneration totaling 1,456,000,000 VND, which was included in the overall operating expenses approved for Supervisory Board members by the 2023 AGM. Notably, due to the nature and requirements of the work, the Supervisory Board did not incur expenses related to two budget items: outsourcing consultant services and travel and per diem expenses.
The 2024 action plan of the Supervisory Board
- Monitoring compliance with the approved Resolutions of the 2024 AGM. The Supervisory Board considers it one of its essential duties to ensure the best interests of shareholders.
- Maintaining close coordination with the independent Audit firm, reviewing the firm's assessment reports, and overseeing the implementation of any issues raised by the independent auditing firm in the notes and audit opinion letter (if any).
- Supervising the issuance of financial, operational, and policy regulations by the BOD and BOM throughout the year; ensuring compliance with the law and evaluating the impact of these regulations on shareholder interests.
- Enhancing coordination between the Supervisory Board and the Compliance Monitoring Board to develop a joint action plan, facilitating the prompt evaluation and handling of incidents as they emerge, as well as the supervision of actions taken during and after inspections.