Board of Directors
(More details, please refer to Part V, Chapter 2 of this report)
Subcommittees under the board of directors
The Board of Directors works according to the principle of collective leadership under the direction and management of the Chairman of the Board of Directors, without establishing subcommittees under the Board of Directors.
The Board of Directors operated according to the functions, tasks, and powers as prescribed in the Company’s Charter and Enterprise Law, the Resolution of the General Meeting of Shareholders, and the actual situation of the Corporation to lead the Corporation to successfully complete the production and business plan for 2024.
The Board of Directors sets major directions and consistently provides guidance on the key areas of EVNGENCO3, promptly addressing the recommendations of the Executive Board to ensure stable operations and compliance with current regulations.
The Board of Directors regularly monitored and supervised the implementation of Resolutions set by the Board of Directors and the General Meeting of Shareholders to promptly resolve arising issues within the authority of the Board of Directors.
Board of directors meetings in 2024
In 2024, the Board of Directors organized 13 Board of Directors meetings with the participation of the Supervisory Board as the supervisor. According to the Report, the participation of Board of Directors members at Board of Directors meetings for 2024 was as follows:
Resolutions/decisions of the board of directors
In 2024, the BOD of EVNGENCO3 organized, directed, and issued 38 resolutions to address key issues, policies, plans, and governance activities of the Corporation. In addition, the BOD also issued resolutions, decisions, and documents to approve and direct periodic tasks and/or address the recommendations of the Executive Board in the operations of the Corporation
Activities of independent members of the board of directors
Implemented according to the responsibilities and duties of a member of the Board of Directors stipulated in the Corporation’s Charter. During the year, coordinated with the Board of Directors to promulgate policies and directions, and/or resolve recommendations of the Executive Board (through Board of Directors meetings and written opinions) to ensure the effective operation of the Corporation. Report on annual performance results in accordance with regulations on listed joint stock company governance.
Management training
During the year, the Corporation’s leaders and managers continued to participate in corporate governance training programs, thereby grasping the governance experiences of foreign enterprises to apply to the Corporation’s governance practices.
Supervisory Board
Members of the supervisory board
(For more details, please refer to Part V, Chapter 2 of this report)
Activities of the supervisory board
SUPERVISORY BOARD MEETINGS
In 2024, the Supervisory Board held 04 meetings and regular internal discussions to concur with the content of supervision reports. All members of the Supervisory Board actively participated in all Supervisory Board meetings.
The meetings were as follows:
SUPERVISION BY THE SUPERVISORY BOARD OF THE BOARD OF DIRECTORS, BOARD OF MANAGEMENT, AND SHAREHOLDERS
Regularly monitored and controlled the observance of the State’s regimes, policies, and laws, the implementation of Resolutions of the General Meeting of Shareholders, the Corporation’s Charter,internal regulations on governance, and Internal management regulations of the Corporation. The results showed that the Corporation complied with the State’s regimes, policies, and laws, Resolutions of the General Meeting of Shareholders, the Corporation’s Charter, internal regulations on governance, and Internal management regulations of the Corporation.
Regularly updated the production and business status of the Corporation, its Subsidiaries, and Associates..
Supervised the Corporation and its Subsidiaries in information disclosure according to regulations..
Controlled and evaluated the implementation results of Resolution No. 66/NQ-DHDCD dated June 15, 2023, of the 2023 Annual General Meeting of Shareholders, implementation period from March 4, 2024 to March 8, 2024.
Prepare the Supervisory Board’s report for the Annual General Meeting of Shareholders in 2024 (to be conducted in April-May 2024).
Verify the wage fund settlement report for electricity production in 2023 of the Corporation (to be carried out in March 2024).
Verify the 2023 financial statement of the Corporation (to be carried out in March 2024).
Verify the 2024 wage plan of the Corporation (to be carried out in May 2024) and verify the interim financial statement for the first half of 2024 (to be conducted in August and September 2024).
Monitor the inventory management situation at the Corporation and its subsidiaries according to the plan approved by the Annual General Meeting of Shareholders in 2024 (to be conducted from September 4 to October 18, 2024).
Carry out the tasks and powers of the Supervisory Board according to the legal regulations and the Corporation’s Charter with sincerity and caution for the benefit of the Corporation and shareholders.
COORDINATION BETWEEN THE SUPERVISORY BOARD AND THE BOARD OF DIRECTORS, BOARD OF MANAGEMENT AND OTHER MANAGERS
The Corporation’s Board of Directors promptly and fully provided the Resolutions and Decisions of the Board of Directors to the Supervisory Board; The CEO facilitated the Supervisory Board in collecting information and documents related to the Corporation’s production and business activities upon request..
The Corporation’s Board of Directors, Supervisory Board, CEO, and managers closely coordinated in carrying out the tasks assigned by the General Meeting of Shareholders.
General remark: During task performance, the Supervisory Board was constantly assisted by the Board of Directors, the Board of CEOs, the Subcommittees Department, and member units of the Corporation for the Supervisory Board to fulfill the tasks assigned by the General Meeting of Shareholders.
OTHER ACTIVITIES OF THE SUPERVISORY BOARD
Chaired and coordinated with the Internal Audit and Financial Supervision Committee of the Corporation to organize supervision of Deloitte Viet Nam Audit Co.,Ltd to audit the Corporation’s 2023 financial statements (implemented in 2023 and January and February 2024).
Chaired and coordinated with the Internal Audit and Financial Supervision Committee of the Corporation to organize supervision of Deloitte Viet Nam Audit Co., Ltd to review the 2024 mid-year financial statements (implemented in July 2024); and supervised the inventory of fixed assets, inventory, and tools at the units at the end of December 2023.
Attended meeting to concur with the results of control and evaluate the implementation of Resolution No. 66/NQ-DHDCD dated June 15, 2023, of the 2023 Annual General Meeting of Shareholders (March 8, 2024).
Mid-year review meeting for the first half of 2024 will be held on July 11, 2024.
Attended a meeting to assign and implement the supervision of inventory management at the Corporation and its subsidiaries will take place on August 28, 2024.
Annual control summary meeting for 2024 and approval of the control plan for 2025 will be held on December 11, 2024.
Participat in annual training sessions on Internal Audit, Financial Supervision, and Compliance Control organized by the shareholders of Viet Nam Electricity Group.
Attend the Board of Directors’ meetings and the weekly and monthly progress meetings of the Corporation.
Performance results of the supervisory board in 2025
Carried out the duties and powers of the Supervisory Board according to the provisions of law and the Corporation’s Charter with honesty and caution for the interests of the Corporation and its shareholders.
Expected to monitor inventory management of materials and equipment at EVNGENCO3 units.
Transactions, remuneration, and benefits of the Board of Directors, Board of Management and Supervisory Board
Salary, bonus, remuneration, benefits of the BD, BM, and Supervisory Board
Refer to the audited FY2024 consolidated financial statements in Chapter 7.
Share transaction by internal actors
Investor relations activities
In 2024, EVNGENCO3 was honored with a spot in the Top 20 Best Annual Reports in the Non-financial Sector category at the Viet Nam Listed Company Awards, organized by the Ho Chi Minh City Stock Exchange (HOSE), Hanoi Stock Exchange (HNX), and the Investment Newspaper. This recognition highlights that EVNGENCO3 has met the high standards and criteria for public company information disclosure and corporate governance.
The Corporation publishes a monthly investor newsletter to update investors on production and business activities. This newsletter is available on the website:https://www.genco3.com/quan-he-nha-dau-tu/ban-tin-nha-dau-tu.
In 2024, EVNGENCO3 has also strengthened its communication with securities firms and investment funds in preparation for the upcoming corporate restructuring.
The Corporation’s Investor Relations Department is always ready to answer queries and collect feedback from shareholders and investors. This year, EVNGENCO3 participated in an Investor Meeting organized by SSI Securities Corporation and VCBS.
Assessment of the implementation of corporate governance regulations
In 2024, EVNGENCO3 fully complied with all key legal regulations related to Corporate Governance in general, as well as those specific to listed companies. Furthermore, the company has continuously strived to improve its governance quality to meet international standards by applying and closely aligning with the ASEAN Corporate Governance Scorecard criteria. In addition, the company has actively pushed forward with digital transformation and enhanced the application of science and technology to modernize and improve its corporate governance processes, making them more scientific and effective.
Corporate governance principles
10 Corporate Governance Principles According to EVNGENCO3 Best Practices
Establishing the Roles, Responsibilities, & Commitments of the BD
Establishing a Competent and Professional Board of Directors
Ensuring Effective Leadership and Independence of the BD
Establishment of Committees under the Board of Directors
Ensuring the Operation of the Board of Directors
Establish and maintain a corporate ethical culture
Establishing Risk Management Policies and a Robust Control Environment
Enhancing Information Disclosure Activities
Establíshing a Framework for Effective Shareholder Rights
Promoting Effective Stakeholder Engagement
At EVNGENCO3, the roles and responsibilities of the Board of Directors are specified in the Company’s Charter and Internal Governance Regulations. The activities of the Board of Directors always ensure compliance with legal regulations in accordance with their authority and responsibilities. The Board of Directors is committed to carrying out all activities transparently, for the best interests of the Company and its shareholders, while also considering the interests of stakeholders.
The Board of Directors leads the Company to successfully complete production and business plans and is ultimately responsible for the operations, strategy, and financial performance of the Company.
The Board of Directors implements activities through issuing Resolutions and directing the Executive Board (CEO) to execute those Resolutions.
In the current financial year, the Board of Directors has taken steps to improve corporate governance, ensuring compliance with existing regulations and consistency with the best governance practices recommended by international organizations and regulatory bodies.
The Board of Directors of EVNGENCO3 consists of five members, including one female member and one independent member. All members of the Board have extensive experience in the energy – electricity sector, business management, finance, business, institutional matters, and policies. The diversity of composition, knowledge, and experience enables the Board to have a wide range of perspectives, facilitating effective discussions and decision-making.
The internal regulations and the Charter of the Corporation clearly define the powers and responsibilities of the Board of Directors to ensure its leadership role is carried out effectively. In practice, the Board has directed and coordinated support for the Executive Board in all production and business activities, while ensuring the legitimate interests of shareholders and stakeholders. The Board currently has one independent member, who serves as an important objective voice to ensure that the Board makes impartial decisions and effectively supervises the activities of the Executive Board.
With the current business operations and organizational structure, EVNGENCO3 believes there is no need to establish sub-committees under the Board of Directors. The Board will directly discuss emerging issues and can organize specialized sessions when necessary. For risk management activities, the Board organizes the functional departments directly, with supervision and leadership from the Executive Board and the Board of Directors.
Annually, the Board of Directors evaluates its own performance and the performance of its members based on best practices, particularly in terms of the completion of the business plan approved by the General Shareholders’ Meeting. The remuneration of the members is calculated in an objective, scientific manner in accordance with current regulations and is transparent, based on their capabilities and contributions to the work of the Board of Directors. This remuneration is also approved by the General Shareholders’ Meeting and publicly disclosed in the audited financial statements.
EVNGENCO3 has issued regulatory documents such as the “Culture of EVNGENCO3” and the “Code of Conduct at EVNGENCO3” to establish and promote a high-standard business culture across the entire Corporation. The Board of Directors plays a pioneering role in leading and shaping the unique identity of the Corporation’s culture, which serves as a fundamental strength for sustainable development and value creation for shareholders.
The Board of Directors has established an effective internal control system and risk management policies. The Board of Directors is ultimately responsible for the risk management policies and oversees the activities of the Corporation’s internal control system. The Internal Audit department, with a quarterly plan and assigned tasks, has reviewed financial reports and the financial situation, improved the control system, and implemented anti-fraud measures across the Corporation’s activities.
In selecting the audit firm, EVNGENCO3 has considered criteria such as competence, reputation, and professional qualifications to evaluate and choose suitable candidates. The Annual General Meeting of Shareholders in 2024 approved and the Board of Directors approved Deloitte Viet Nam LLC as the independent audit firm for the fiscal year 2024.
The Board of Directors regularly directs the implementation of information disclosure for shareholders in accordance with the current regulations of the Ministry of Finance and the State Securities Commission, ensuring that information is disclosed publicly, transparently, timely, and accurately. The Corporation maintains various channels for information disclosure, such as the Corporation’s website, the HOSE website, mass media, and through the Investor Relations Department of the Corporation.
Investor Relations continues to be a key focus area for EVNGENCO3, ensuring that the interests of shareholders are always prioritized. The Board of Directors ensures the accurate and timely transmission of information to shareholders and the investor community. Annually, the Board of Directors organizes the Annual General Meeting of Shareholders. The Corporation distributes dividends to shareholders equitably and promptly according to the Corporation’s dividend policy. Transactions between EVNGENCO3 and insiders and related parties are carried out in a manner that ensures proper management of conflicts of interest and protects the interests of the Corporation and shareholders.
EVNGENCO3 proactively establishes effective dialogue channels with stakeholders, enabling timely action to address their concerns and expectations. Additionally, the Board of Directors oversees the implementation of various regulations and policies, such as the Debt Management Regulation and the Reward and Recognition Regulation, to ensure a balanced and harmonious relationship with both internal and external partners. EVNGENCO3 fully complies with tax obligations and other financial duties as required by law, while also actively contributing to the community and society.
