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Vingroup - Group 2

Corporate Governance (Đại học Kinh tế Quốc dân)

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CORPORATE GOVERNANCE

OF VINGROUP
NOVEMBER 2022

Students: Nguyễn Hồng Anh - 11190263

Đào Thị Thanh Bình - 11190724

Phạm Nam Hải - 11191646

Đỗ Ngọc Khánh - 11192558

Nguyễn Khánh Linh - 11192906

Trần Hoàng Thành - 11194734

Ngô Đức Minh – 11196302

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TABLE OF CONTENTS

I. OVERVIEW OF VINGROUP ___________________________________ 3

1. Vingroup ____________________________________________________________ 3

2. Vision, Mission and Core Values __________________________________________ 4

3. Corporate Structure ___________________________________________________ 6

4. Board of Directors_____________________________________________________ 6

5. Management _________________________________________________________ 7

6. The Supervisory of Board _______________________________________________ 9

II. CORPORATE GOVERNANCE POLICY _________________________ 13

1. Policy _____________________________________________________________ 13

2. Charter ____________________________________________________________ 13

3. Compare with Corporate Governance _____________________________________ 14

III. CORPORATE GOVERNANCE PRACTICE ______________________ 15

A. OWNERSHIP ________________________________________________________ 15

B. SHAREHOLDERS RIGHTS ______________________________________________ 18

C. ROLES OF STAKEHOLDER______________________________________________ 22

D. INFORMATION DISCLOSURE AND TRANSPARENCY __________________________ 25

IV. RECOMMENDATION FOR IMPROVING CORPORATE GOVERNANCE IN ACT 28

1. Evaluate board and director performance and pursue opportunities for improvement 28

2. Build a skills-based board ______________________________________________ 28

3. Appoint a competent chair _____________________________________________ 28

4. Ensure the directors have the information they need _________________________ 29

V. REFERENCES_____________________________________________ 30

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I. OVERVIEW OF VINGROUP

1. Vingroup

❖ Vingroup Joint Stock Company (“Vingroup” or “the Group" )is Vietnam’s largest non-state-
owned enterprise and is one of the largest listed companies in Vietnam as measured by
market capitalization.

❖ With the initial focus on developing hotel and residential properties under the Vinpearl
and Vincom brands. Vingroup has constantly developed and expanded other business
segments. In the spirit of sustainable and professional development, Vingroup has
reorganized our businesses into three groups of activities:

o Real Estate and Services

▪ Residential Vinhome premium apartments, villas and shophouses, mid-end real estate
with integrated facilities, Happy Home social housing

▪ Retail Leasing Vincom quality shopping malls

▪ Hospitality-focused Vinpearl hotels, resorts and beach villas, and VinWonders amusement
parks and and conservation parks

o Social Enterprises

▪ VinBus, public passenger transport under not-for-profit model

▪ Healthcare service provider, Vinmec ( including hospitals and clinics)

▪ Quality education provider Vinschool featuring the K-12 education system and VinUni
non-profit private university

o Industrial and Technology

▪ VinFast, the first and largest domestic comprehensive automobile manufacturer and
electric scooter producer in Vietnam

▪ VinES, battery cell and battery pack technology development and manufacturing

▪ VinAI, VinBigData, VinBrain,Data science, AI research and technology development

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▪ VinHMS, business management platform; VinCSS, cyber security service

In each of the business segments in which it operates, Vingroup is a pioneer and market leader,
anticipating the development trend of the market and creating Vietnamese products and services
that meet the highest international standards.

2. Vision, Mission and Core Values

❖ VISION: With the aspiration to be a pioneer and the capability to deploy sustainable
investment and development strategies, Vingroup aims to become the leading regional
Technology - Industrials - Services business group.The Group will continue to innovate in
building an ecosystem of high-quality-products and services aimed at improving the lives
of customers and enhancing the international reputation of Vietnamese brands.

❖ MISSION: To Create a Better Life For People.

❖ CORE VALUES

• CREDIBILITY: Vingroup vigorously protects its credibility as one would protect his
honor, continuously strengthening its deployment readiness and execution competences;
and spares no effort in delivering its commitments. Utmost importance and an advantage
Protect Credibility equals Protect one's honor.

• INTEGRITY: Integrity lays the foundation for Vingroup where we strictly respect and
comply with the laws and ethical standards, putting the interests of our customers first.
Maintain the highest level of professional and social ethics.

• CREATIVITY

▪ Vingroup considers Creativity as the source of vitality and innovation in

each of its products and services. Creativity enables the Group to deliver on
its philosophy of "Dare To Think, Dare to Do” aimed at building an
organization eager to learn and to apply modern scientific and technical
technologies into its production and management. The Group always looks
into improving its efficiency and enhancing the quality of its products and
services.

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▪ Vingroup promotes the development philosophy of a "Learning enterprise”

in which its employees are not afraid to learn, to self-study and to overcome
their limits.

• SPEED

▪ Vingroup considers "Speed and efficiency in every activity” as our guiding principle
and “Fast Decision - Fast Investment - Fast Deployment - Fast Sales - Fast change
and Quick Adaptation” as our core values.

▪ Vingroup believes that “Glory goes to those who meet deadlines”. Vingroup
understands the importance of speed to upholding its commitment to quality.

• QUALITY: Vingroup’s commitment to high quality in its operations is expressed as: “Best
in people, Best in Products and Services, Best in Quality of Life, and delivering the Best in
Society”.

• COMPASSION: Vingroup nurtures its relationships with Compassion, treasuring human

capital as its most valuable asset and harmonizing all the stakeholders’ benefits on the
basis of fairness, integrity and solidarity.

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3. Corporate Structure

GENERAL MEETING
OF BOARD OF
DIRECTORS MANAGEMENT
SHAREHOLDERS

SUPERVISORY CORPORATE TECHNOLOGY – SOCIAL

BOARD INTERNAL AUDIT OFFICE SERVICES INDUSTRIALS ENTERPRISES

VINMEC
VINFAST TRADING INTERNATIONAL
FINANCE DIVISION VINHOME JSC AND PRODUCTION
GENERAL
LLC HOSPITAL JSC

INTERNATIONAL VINBUS ECOLOGY

RELATIONS VICOME RETAIL JSC TECH COMPANIES ELOGY TRANSPORT
DIVISION SERVICES LLC

VINBIOCARE
EXTERNAL VINES ENERGY BIOTECHNOLOGY
FINANCE DIVISION VINPEAR JSC SOLUTIONS JSC
JSC

LEGAL&COMPLIANC ONE MOUNT

E DIVISION GROUP JSC VINCHOOL LLC

VINACADEMY
COMMUNICATION EDUCATION AND
DIVISION
TRAINING LLC

ENVIRONMENTAL
PROTECTION
DIVISION

RISK MANAGEMENT
DIVISION

4. Board of Directors

The Board of Directors (The Board) consists of nine members. The Board is headed by its

Chairman and includes three independent members

Name Position

Mr. Pham Nhat Vuong Chairman

Ms. Pham Thuy Hang Vice Chairwoman

Ms. Pham Thu Huong Vice Chairwoman

Ms. Nguyen Dieu Linh Vice Chairwoman and Authorized Spokesperson

Mr. Nguyen Viet Quang Vice Chairman and Chief Executive Officer (CEO)
Vice Chairman and independent Board Member (the term
Mr. Le Khac Hiep
expired on June 24, 2021)

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Independent Board Member (the term expired on June 24,

Mr. Ling Chung Yee Roy
2021)
Independent Board Member (the term expired on June 24,
Mr. Marc Villers Townsend
2021)
Mr. Park Won Cheol Board Member

Mr. Adil Ahmad Independent Board Member

Mr. Ronaldo Dy-Liacco Ibasco Independent Board Member

Mr.Chin Michael Jae Wook Independent Board Member

The Board is the Group’s policy–making body, with the authority to make decisions and
to exercise all rights and responsibilities that do not fall under the jurisdiction of the General
Meeting of Shareholders (the GMS). The Board is also responsible for implementing the decisions
of the GMS.

5. Management

The Board may elect a Board Member or appoint an outside executive to the position of CEO. The
Board also decides on the compensation and employment terms for the CEO. The CEO shall not
be the Chairperson of the Board. The CEO’s term of office is five years, unless otherwise decided
by the Board. The CEO may be reappointed to successive terms.

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Mr. Nguyen Viet Quang

VICE CHAIRMAN AND
CHIEF EXECUTIVE OFFICER

Mr. Nguyen Viet Quang was elected to the Board since 2017. He was appointed
to the position of CEO of the Group from February 2018. Prior to joining
Vingroup in 2010, he was a Board Member and Head of the Supervisory Board
of Y Cao Company Limited during the period from 1996 to 2009. Mr. Nguyen Viet
Quang graduated from the National Economics University with a B.A in Business
Administration.

Ms. Mai Huong Noi

DEPUTY CEO

Ms. Mai Huong Noi has been a Board Member since 2008 and Deputy CEO since 2012.
She was also CEO of the Group from 2006 to 2012. Prior to joining Vingroup, she was
Deputy Director of the Customer Service Division at Hanoi Post Office from 2004 to
2006. Ms. Mai Huong Noi received a B.S degree in Economics and Banking from the
National Economics University.

Mr. Pham Van Khuong

DEPUTY CEO

Mr. Pham Van Khuong was appointed Deputy CEO in 2007. He has nearly 40
years of experience in construction and industrial technology. From 1996 to
2003, he was the General Director of the Construction and Water Resources
Equipment Technology Company in the Ministry of Construction. He started
his career in 1982 as a design engineer at Vietnam Water, Sanitation, and
Environment JSC. He received a B.S. degree in Engineering from
HanoiArchitecture University.

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Ms. Duong Thi Hoan

DEPUTY CEO

Prior to being appointed Deputy CEO in August 2016, Ms. Hoan held the position of
the Head of Vingroup Communication Division from 2007 to 2016. She was General
Director of Hung Viet Company from 2005 to 2007. Ms. Hoan received a B.S from
Vietnam University of Commerce and completed her Joint B.A. degree and Master’s
degree in Business Administration degree between Hanoi National University and
Benedictine University of Illinois, USA.

Ms. Nguyen Thi Thu Hien

CHIEF ACCOUNTANT

Ms. Nguyen Thi Thu Hien has been Vingroup’s Chief Accountant since 2008. She
was Chief Financial Officer of Ha Viet Investment JSC from 2005 to 2008 and Chief
Accountant from 2003 to 2005. She graduated from Hanoi University of Finance
and Accounting with a B.A. degree in Economics and from the University of
Languages and International Studies with a B.A degree in English. She is also a
member of ACCA.

6. The Supervisory of Board

• The Supervisory Board is elected by the GMS. The Supervisory Board has three members
including one independent member. Each Supervisory Board member serves for a five-
year term.

• The responsibility of the Board is to inspect the validity and legality of the Group's
business activities and financial reports.

Name Position

Mr. Nguyen The Anh Head of the Supervisory Board

Mr. Dinh Ngoc Lan Member of Supervisory Board

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Ms. Nguyen Hong Mai Member of Supervisory Board

Ms Do Thi Hong Van Independent Board Member

7. 2017 - 2021 Financial And Operational Highlights.

• Net revenue (VND trillion)

Exclusive of retail sales. In 2019, Vingroup excited the retail segment to focus its resources on the
Technology-Industrials segments.

• Total assets (VND trillion)

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• Owners’ equity (VND trillion)

• VinFast automobile & e-motorcycle sales (thousand Units)

Automobile sales in 2019 and 2020 include Chevrolet sales.

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• Vincom retail mall network

• Vinpearl hotel & resort network (Guest nights sold million)

The number of guest nights in 2020 and 2021 has decreased sharply due to the impact of
the Covid - 19 pandemic.

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II. CORPORATE GOVERNANCE POLICY

1. Policy

• General Meeting of Shareholders

Functions, duties and power of the GMS: The GMS consists of all voting shareholders
and is the highest authority of the Group. The GMS has duties and authority as stipulated
in Article 18 of the Group’s Charter.

• The Board of Directors

Functions, duties and power of the BOD, responsibilities of members of the
BOD: The BOD is a managerial body of the Group and has the full authority to make
decisions, exercise rights and duties of the Group in the name of the Group, except for the
rights and duties of the GMS. The BOD has rights and obligations as prescribed in the
Article 27 of the Group’s Charter. The BOD shall submit reports on BOD’s activities as
prescribed in Session (c) Item 18.2 of Article 18 of the Group’s Charter.

• Term of office and composition of the BOD

o The BOD comprises 03 to 11 members. The GMS decides the specific number of members
of the BOD from time to time.

o The term of office of BOD members shall not exceed 05 years and the members can be
reelected for an unlimited number of terms. An individual may only be elected as an
independent member of BOD of a company for up to 02 consecutive terms. In case the
term of office of all BOD members ends at the same time, they shall remain the status of
members of the BOD until new members are elected and take over the duties.

2. Charter

• The Charter of Vingroup Joint Stock Company, (the “Group”), a joint stock company
established in accordance with the relevant law and all properly adopted resolutions of
the General Meeting of Shareholders and the Board of Directors, specifies the binding
rules and regulations for the conduct of the business of the Group.

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• This Charter comprises of 54 Articles, included in 19 Chapters, which regulates the

whole activities of the Group (the “Charter”).

• The Charter Capital of the Group is VND 38,688,573,060,000. (In words: Thirty-eight
trillion, six hundred and eighty-eight billion, five hundred and seventy three million, and
sixty thousand dong). The Charter Capital is divided into 3,868,857,306 shares with par
value of VND 10,000 (ten thousand Vietnamese dong), including:

▪ Ordinary shares: 3,813,935,561

▪ Preference shares: 54,921,745

3. Compare with Corporate Governance

Vingroup follows a two-tier corporate governance model, with an independent separation

between the Board of Directors and the Board of Executive, as can be seen by looking at the
corporate structure and the Insider holding ownership structure. The Chairman of Vingroup, Mr.
Pham Nhat Vuong, is not a member of the management team of any subsidiaries under Vingroup.
Due to this, Vingroup is able to prevent the BOD team from gaining an excessive amount of power.
This guarantees that Board members are looking out for the best interest of the firm and its
employees.

Anglo - US Japanese Germany

Vingroup
Model model model

Board structure two-tiered one-tiered two-tiered Two-tiered

Goals of corporate
governance Shareholders Shareholders Shareholders Stakeholders

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III. CORPORATE GOVERNANCE

PRACTICE

A. OWNERSHIP

Table 1: Shareholder Structure

With Vingroup, this is a 100% private corporation with 0% State Ownership. In detail of
major shareholder, the percentage of domestic shareholder still accounts for an
overwhelming number, but the only person here is Mr. Pham Nhat Vuong- Chairmen of
Vingroup with 25.48% ownership structure. As for other Shareholders, which are
investors, we can see that most retail shareholders of Vngroup are still Vietnamese
investors with a ratio of 28.14% and foreign small investors at 5.85%. In overall, The
percentage of domestic shareholders still holds an overwhelming number of shareholders
from abroad.

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Figure 1: Shareholder Structure

Table 2: Major shareholder percentage

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Table 3: Insider Holdings

By looking at the corporate structure as well as the Insider holding ownership structure,
we can realize that Chairman of Vingroup - Mr. Pham Nhat Vuong, is not part of the
management team of any subsidiaries under Vingroup, Vingroup follow a two-tier
corporate governance model, with an independent separation between the Board of
Director and the Board of Executive. This helps Vingroup limit the concentration of power
too much on the BOD team. In the Board of Directors team, Mr. Pham Nhat Vuong -
Chairman of the board still holds the outstanding number of shares, accounting for
25.04 %. For the Executive team, they have a very low share rate. A two-tiered board is
designed to alleviate some of the biases that have been shown to be troublesome in the
one-tier system. Shareholders, stakeholders, and other board members make board
appointments (who, themselves, were appointed by share– or stakeholders). This
guarantees that board members are looking out for the best interests of the firm and its
employees. However, in unitary boards, directors are sometimes recruited purely on
friendship. The squandered opportunity of not bringing more knowledge to the table is
troubling on its own. Add to that the reality that friends are significantly less inclined to

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openly criticize each other's views, and single-tiered boards are at a significant
comparative disadvantage. The two-tier structure prevents a CEO from serving dual role
as the chairman of the supervisory board. Removing the possibility of CEO duality—a
proven detriment to single-tier boards—also works in favor of dual boards.

B. SHAREHOLDERS RIGHTS

1. Shareholders shall have full rights, obligations in accordance with the Law
on Enterprises, the Law on Securities and other relevant regulations of the
laws of Vietnam. In particular, shareholders shall have the following rights:

• The right to equal treatment. Each Share of the same class shall entitle the
Shareholders the same rights, obligations, and interests. Where the Group
has Preferred Shares, the rights and obligations attached to such Preferred
Shares must be approved by the GMSand must be fully disclosed to the
Shareholders.

• The right to full access of the information on periodical and extraordinary

basis with respect to the operations of the Group as disclosed by the Group
in accordance with the laws.

2. Shareholders shall have the right to protect their legitimate benefits.

Where the GMS's resolutions, the BoD's resolutions violate the laws or the
Charter, violating the benefits of the Shareholders or the Group, the
Shareholders shall have the rights to request for cancellation or suspension
of such resolutions in accordance with the Law on Enterprises.

3. Broard structure and effectiveness

Vingroup's organisational structure includes the general meeting of shareholders, the board of
directors, and the supervisory board. Under the Board of Directors, there are the General
Director, specialised councils and committees. Currently, the Board of Directors of Vingroup has
9 members, of which Mr. Pham Nhat Vuong is the head.

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❖ General Meeting of Shareholders

The General Meeting of Shareholders is the highest authority of the Company, having the
right to decide on matters falling within its duties and powers prescribed by the Law and
the Company's Charter.

❖ Administrative Council

- The Chairman of the Board of Directors since its establishment is Mr. Pham Nhat Vuong.
He is the person who contributed to the founding of the real estate brand Vincom and the
Vinpearl brand.

- The Board of Directors is the governing body of the Company, has full authority on behalf
of the Company to decide on issues related to the purposes and interests of the Company,
except for matters falling under the authority of the General Meeting of Shareholders. The
Board of Directors regularly supervises business activities, internal control activities and
risk management activities of the Company.

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❖ The Supervisory Board

- The Supervisory Board consists of 5 members, the head of which is Mr. Nguyen The Anh - Head
of the Supervisory Board.

- The Supervisory Board appraises the annual financial statements, examines each specific issue
related to financial activities when deems it necessary or according to the decision of the general
meeting of shareholders or at the request of a major shareholder. The Supervisory Board reports
to the General Meeting of Shareholders on the accuracy, truthfulness and legitimacy of vouchers,
accounting books, financial statements and the operation of the internal control system.

❖ Board of manager

- The Board of Directors consists of 1 general director, Ms. Le Thi Thu Thuy, and 5 deputy
general directors.

- The Board of Directors has the main responsibility in organising the implementation of
the resolutions of the General Meeting of Shareholders and the Board of Directors,
especially resolutions related to the implementation of the business plan, investment
plan, and business plan. corporation's investment. Being the person who directly decides
on issues related to the daily business of the corporation; Manage and supervise daily
operations of the company.

- The Director is the person who manages and operates the daily production and business
activities of the Company, appointed or hired by the Board of Directors. Assistant to the
Director is the Deputy Director.

❖ Professional rooms

• Technical Department - Consulting

Technical - Consulting Department is a unit under the management apparatus of the

Company, with the function of advising and assisting the Board of Directors, the Director
to deploy, direct, guide, inspect and supervise the Company for the following projects
affiliated units: science and technology, construction techniques, product quality of
construction works, innovation initiatives, construction equipment management,

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technical processes and regulations of relevant State sectors to the Company's business
lines. To assume the prime responsibility for formulating measures to bid for construction
of works when there is a direction from the Director. Directing, inspecting, urging, guiding
and monitoring the subordinate units in their professional work according to their
assigned functions to summarise and report the results of the inspection and handling to
submit to the Director, the Board of Directors of the Company. Inspect, supervise and
accept product quality.

• Accounting and Finance Department

Acting as an assistant to the Director to organise the Finance - Accounting - Credit

apparatus throughout the Company. Help the Director to check and control in currency
economic and financial activities in the Company according to the regulations on financial
management of the State and the Joint Stock Company.

• Organisation and Administration

As a part to assist the Director of the Company in performing the functions of organisation
management, information technology, administrative work and salary labour, specifically
as follows: Organisational and staffing work, Training work. Emulation, commendation
and discipline work, Research, build, organise and deploy the application and
development of information technology, computerization of production and business
management activities throughout the Company. Office administrative work, Labour and
salary.

Through the organisational structure of Vingroup, we can see the growth and rigor in
management, thereby contributing to promoting the group's growth and development.

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C. ROLES OF STAKEHOLDER

1. Shareholders and Investors

• Business performance

• Dividend payment

• Transparent and fair corporate governance to protect shareholder interests

• Adequate and timely disclosure of information, promptly seeking shareholders

consent for important matters through extraordinary shareholder meetings
when required

• Frequent meetings, Vingroup website, mailbox ir@vingroup.net, and Investor

Relations Quarterly Earnings Presentations enable investors to meet and
understand the Group’s strategy from senior management

2. Customers

• Commitment to quality of products and services

• Highly qualified consultants to provide adequate and accurate information

• Model units for prospective buyers of residential properties; relentless

improvements in design, landscaping and amenities Additional benefits for
customers using the VinID app

• Shopping mall tenants: Shopping mall tenants can benefit from regular large-
scale events to attract shoppers

• Vinhomes residents: Vinhomes residents can enjoy frequent community

programs to connect with one another in a harmonious environment

• 24/7 hotline to provide information and assistance on the Group’s products and
services

3. Local community

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• Environmental and community impact assessment studies prior to

implementation of real estate developments

• Frequent dialogues with local authorities regarding measures to improve the

local environment

• Assist regulatory authorities in developing local infrastructure

• Mobilize local work force, create new jobs and raise level of social well-being in
areas where the Group operates

➢ Example

o Vingroup-led community support efforts in Covid-19 prevention and

containment

o Vinmec hospitals is transformed to admit Covid-19 patients, sharing the

workload with the local health sector

o The Kind Heart Foundation sponsored charity healthcare programs and

scholarships

4. Regulators

• Participate in conferences and seminars with regulators

• Member of many trade associations including the World Economic Forum

(WEF) and Vietnamese Association of Enterprises with Foreign Investments.

• Contribute comments on draft policies and legal documents

• Employees

4.1. Vingroup’s Work Schedule

Vingroup employees work eight hours a day. Noncustomer-facing employees, including

those from the administrative functions, work five and a half days a week, while
operations or service employees work six days a week. All employees receive paid public
holidays, vacation, and personal days in accordance with labor law.

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4.2. Working Conditions

Vingroup is committed to maintaining a work environment where each employee can

realize his or her full potential. That includes providing all employees with comfortable,
modern offices and regular health checks

4.3. Wage, Insurance and Welfare

Vingroup salaries are competitive with other companies in the same sectors. The Group
continues to standardize and optimize its directcompensation system, as well as its
allowance and incentive-payment programs to attract and retain talent. The Group also
has a compensation, allowance and incentive-payment policy that is particularly
competitive for well-qualified and experienced employees in relevant fields.

Social, Health and Unemployment insurance are provided in accordance with applicable
laws. Besides, the Group engages Bao Viet Group and PVI to develop and implement
health-insurance programs exclusively for its employees.

4.4. Employee Benefits

• Mobile phones, where required for specific jobs

• Meals

• Vehicle fuel

4.5. The Group’s Major Welfare Policies

• Gifts on personal events and milestones such as birthdays, marriages, childbirths,

visits, and gifts in times of sickness, or on public holidays.

• Corporate teambuilding & family retreats

• Rewards for employees’ children with outstanding achievements in academic

performance, sports, and arts; summer camp with life skills training programs for
children

• Develop a multi-purpose sports area with beautiful landscape, adequate facilities,

where all employees can participate in regular physical activity

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5. Business partners and suppliers

• Maintain relationships with suppliers and business partners based on fairness,

transparency, and mutual benefit

• Select suppliers based on criteria including compliance with the law and
commitment to environmental protection and sustainability

D. INFORMATION DISCLOSURE AND TRANSPARENCY

1. Fairness and Transparency with Business Partners and Responsibility to

Customers

In partnerships, Vingroup emphasizes fairness, transparency, and mutual benefits for all
involved parties, in accordance with applicable regulations and market practices. Each
contract signed between the Group, or its P&Ls and their counterparts also contains an
anti-bribery clause that clearly states the procedures for preventing bribery.

Putting customers first, Vingroup is committed to providing high-quality products,

services, and incorporating sustainability into its customer relations. In addition to
conducting after-sales programs as well as surveys to improve service level quality, the
Group also develops customer data confidentiality policies to help protect customer and
partner privacy. The Group places a high priority on improving customer health and
safety; in particular, the Group regularly reviews its standards for fire safety and food
purity, while also promoting an active lifestyle that includes healthy foods and sport
activity.

In 2021, when hospitality continued to be hard hit by the Covid-19, Vingroup put the
safety of its customers first. Vinpearl installed an AI-powered thermal scanner and
complied with government regulations on prevention and containment of Covid-19 to
ensure a safe vacation for all visitors.

2. Delivering Transparency

To improve the discipline and compliance with ethical standards within the Group,
Vingroup implemented a Transparency Policy (“Policy”) applicable to all employees

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(including employees on probation period and trainees), suppliers and other relevant
persons as regulated therein. The Policy covered (1) anti money laundering, (2)
prevention of anti-bribery and corruption, (3) internal transaction controls, and (4)
guidelines on sanctions laws of other countries.

Regarding the prevention of money laundering, the Policy sets out the requirements on
Know-yourcustomer, Customer classification and handling according to risk categories,
procedures to review, detect and handle suspicious transactions, in addition to
regulations on record keeping, confidentiality, internal control and internal audits for
proper implementation of the Policy.

Regarding the anti-corruption measures, apart from anti-bribery clauses in its purchasing
agreements, Vingroup and its P&Ls also encourage all employees to renounce fraud and
corruption within their companies and by their suppliers, rewarding employees who
strongly “say No” to bribery, integrating anti-corruption components into corporate
culture training programs, and repeating these messages on a regular basis to always
maintain a high level of compliance among employees.

Regarding control of internal transactions to ensure fairness for shareholders and

investors, the Policy provides definitions on insiders’ duty of confidentiality and insider
transactions they are not supposed to proceed.

Given the Group’s expansion into the international markets, the Policy also provides
information on the sanctions framework.

Regarding industrial production, to expand business globally, VinFast is committed to

complying with all domestic and foreign anticorruption laws, especially the American
AntiCorruption Act. VinFast is developing and will soon introduce its “Ethics and
Compliance” Program, which includes an Anti-Corruption Policy in Foreign Countries,
covering such areas as Compliance Policy Coordination, Auditing and Reporting, Training,
Document Retention, and Violation Reporting. Anti-bribery and anti-corruption sample
clauses are standard clauses for all contracts signed by and between the Company and its
partners.

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In addition, the Group also built and implemented an Internal Regulation on Privacy
Protection aiming at protecting the privacy and confidentiality of the customers,
employees and partners. The details of the regulation are posted on the Investor Relations
website.

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IV. RECOMMENDATION FOR

IMPROVING CORPORATE
GOVERNANCE IN ACT

1. Evaluate board and director performance and pursue opportunities for

improvement

If boards are to effectively govern, they must be cognizant of their own strengths and flaws. Only
when the board periodically evaluates both its own performance and that of individual directors
can board effectiveness be determined. A board and director evaluation may result in
improvements in a variety of areas, including board procedures, director abilities, motivation,
and capabilities. Any agreed-upon activities that result from an evaluation must be put into
practice and closely followed. Boards should think about improving their governance procedures
and addressing the weaknesses found in board evaluations through director development
programs.

2. Build a skills-based board

An effective grasp of the talents it possesses and those it needs is crucial for a board. A board
should make every effort to ensure that its members represent a proper balance between
directors with experience and organizational understanding and directors with specialized
knowledge or new perspectives. Directors should also be evaluated based on their "behavioral
competencies," which are extra traits they possess. These traits will affect how well directors get
along with each other in meetings, with management, and with important stakeholders.

3. Appoint a competent chair

According to research, the culture and trust established by the chairperson are more crucial in
preventing governance violations and corporate wrongdoing than the board structure and
formal governance regulations. The chairperson, who serves as the board's "leader," should
exhibit strong and recognized leadership skills, be able to build a solid rapport with the CEO, and
be able to run meetings and guide group decision-making processes.

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4. Ensure the directors have the information they need

Better information translates into better choices. Directors will get information from regular
board papers that the CEO or management team has determined they require. Since directors
have varying levels of knowledge, expertise, and experience, they do not all have the same
informational needs. Directors can learn more information through briefings, presentations, site
visits, personal director development programs, and other means. Above all, directors must be
able to obtain the answers to their inquiries, hence it is advised to establish a policy about access
to independent expert assistance.

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V. REFERENCES

1. Annual Report 2021

https://vingroup.net/viewer.html?file=https%3A%2F%2Fircdn.vingroup.net%2Fstorag
e%2FUploads%2F0_Bao%20cao%20thuong%20nien%2F2021%2F2021_Annual%2
0Report.pdf&fbclid=IwAR0ivdlsE3WKsU7KxqsycT3e0H4b1tzYLofnmia1lvfkQWXfCw
KY_7wtMv4

2. Internal regulations on Corporate Governance of Vingroup Joint Stock Company

https://ircdn.vingroup.net/storage/Uploads/0_Quan%20he%20co%20dong/0_Vingrou
p_2021/Jun/1.%20%20Quy%20che%20quan%20tri%20noi%20bo%20_EN.PDF?fbcli
d=IwAR1BGNNEvx8DUROQJxe0HGT5Sw0bKOOV6mqX3M4TVywxLDPwDJqLBdC
bQps

3. Charter of Vingroup Joint Stock Company

https://ircdn.vingroup.net/storage/Uploads/0_Quan%20he%20co%20dong/0_Vingrou
p_2022/Charter/2022.05.11%20Vingroup_EN.pdf?fbclid=IwAR0vcTNKpj06pAAoVRX
_WxqBgxiTQCAwkFYpDc5LANkHmkPrOyNor4DiWfM

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