Uploaded by QUYÊN NGUYỄN THUỴ TỐ

Nguyen Thuy To Quyen - 31211021270 - FNC02 - 23C1FIN50510702

advertisement
UEH UNIVERSITY – COLLEGE OF BUSSINESS
SCHOOL OF FINANCE
FINAL REPORT EXAMINATION
COPORATE GOVERNANCE AND
ETHICS FOR FINANCE
Board Structure - Duties and Liabilities of Board of Directors Executive Compensation and Incentives of Vietnam
International Commercial Joint Stock Bank (VIB)
Lecturer: Ph.D Nguyen Thi Hong Nham
Course ID: 23C1FIN50510702
Student Name: Nguyen Thuy To Quyen
Date of Birth: 01/01/2003
Class – School Year: FNC02 – K47
Student ID: 31211021270
Gmail: quyennguyen.31211021270@st.ueh.edu.vn
0
TABLE OF CONTENTS
CHAPTER 1: COMPANY INTRODUCTION
1.1. Company overview…………………………………………………………………..2
1.2. History of establishment and development…………………………………………2
1.3. Vision and Mission……………………………………………………………. …….2
1.4. VIB’s product and pricing…………………………………………………………..3
1.5. SWOT analysis………………………………………………………………………3
CHAPTER 2: BOARD OF DIRECTORS STRUCTURE
2.1. Board Structure……………………………………………………………………...5
2.2. Chairman of Board…………………………………………………………………..5
2.3. Lead independent director…………………………………………………………..6
2.4. Board independence…………………………………………………………………6
2.5. Board with “Busy” Directors……………………………………………………….6
2.6. Current member of VIB's Board of Directors……………………………………..7
2.7. Assessment of the BOD………………………………………………………………9
CHAPTER 3: DUTIES AND LIABILITY
PART 1: LIABILITIES OF THE BOARD OF DIRECTORS
3.1. Board Responsibilies……………………………………………………………….10
3.2. The Operations of the Board ...……………………………………….…………...10
3.3. The Operations of Board Committees…………………………………………….11
3.4. Duration of Director Terms………………………………………………………..11
3.5. Director Elections…………………………………………………………………..11
3.6. Removal of Directors……………………………………………………………….12
PART 2: LEGAL OBLIGATIONS OF DIRECTORS
3.7. Fiduciary duty………………………………………………………………………12
3.8. Disclosure Obligations under Securities Laws……………………………………13
CHAPTER 4: EXECUTIVE COMPENSATION AND INCENTIVES
4.1. Components of Compensation…………………………………………………….14
4.2. Determining Compensation……………………………………………………….14
4.3. Compensation Levels………………………………………………………………15
4.4. Compensation Mix…………………………………………………………………15
4.5. Pay for performance……………………………………………………………….16
4.6. Remuneration adjustment…………………………………………………………16
1
CHAPTER 1: COMPANY INTRODUCTION
1.1. Company overview:
Vietnam International Commercial Joint Stock Bank (VIB), abbreviated name VIB,
is one of the leading joint stock commercial banks in Vietnam. Established on September
18, 1996, VIB came into operation with an initial charter capital of 50 billion VND and 23
employees.
Through 27 years of growth, VIB has blossomed into a financial powerhouse,
boasting top rankings in retail sales and profitability across crucial business segments. By
June 30, 2023, its financial muscle is undeniable, with charter capital exceeding VND 25
trillion, equity capital surpassing VND 33 trillion, and total assets nearing VND 383
trillion, marking a remarkable journey from its humble beginnings.
At present, VIB employs over 10,000 people and provides services to over 4.5
million customers through 179 branches and transaction offices located in 28 important
provinces and cities nationwide.
1.2. History of establishment and development:
Vietnam International Commercial Joint Stock Bank was established under
Decision No. 22/QD/NH5 dated January 25, 1996 of the Governor of the State Bank of
Vietnam. Since starting operations on September 18, 1996 with an initial charter capital of
50 billion VND.
By the end of 2010, after nearly 15 years of operation, VIB had become one of the
leading joint stock commercial banks in Vietnam with total assets reaching nearly 100
trillion VND. The year 2010 marked an important event for VIB with the Commonwealth
Bank of Australia (CBA) - the No. 1 retail bank in Australia - officially becoming a
strategic shareholder of VIB with initial share ownership is 15%.
On November 10, 2020, Vietnam International Bank (VIB) officially listed nearly
1 billion VIB shares on the Ho Chi Minh City Stock Exchange (HOSE), increasing its
charter capital to VND 25,368 billion during the year. 2023. VIB's efforts in recent years
have been recognized by prestigious awards from international organizations such as The
Banker, The Asset, Global Banking & Finance Review, etc.
1.3. Vision and Mission:
2
With a focus on excellence, VIB offers a diverse range of banking products and
services, aiming to become the most innovative and customer-centric bank in the country,
fostering a high-performance culture and ensuring sustainable returns for shareholders.
VIB is a financial institution with a strong core value system, focusing on
excellence, transparency, and integrity. Its culture encourages collaboration and discipline,
ensuring employees work together towards shared goals. VIB's success is attributed to its
commitment to best practices and high standards, making it a trusted and reliable financial
institution, contributing to the growth and prosperity of its communities.
1.4. VIB’s product and pricing:
VIB provides a variety of personal banking services, including credit cards, debit
cards, accounts, digital banking, savings, treasury, auto loans, mortgages, and personal
loans. It also offers payment services like remittance, single payment, bulk payment,
periodic payment, future payment, payroll, and bill payment. Financial services include
term deposit, credit service, and trade finance. VIB offers competitive interest rates on
deposits like savings accounts and demand deposits, and offers loan products like personal
loans, home loans, auto loans, and business loans.
VIB provides competitive savings and credit interest rates to its customers through
a range of deposit and loan products. Deposits offer rates up to 7.1% for new customers,
0.4% for Diamond customers, and 0.3% for iBusiness, sBusiness, Sapphire, and Reserved
customers. Personal loans start at 14% per annum with a loan amount of up to VND 600
million. Interest rates of savings products vary depending on product type, term length,
currency, and balance. As of August 2023, the highest interest rate for VND deposits is
7.5%, while the lowest for VND loans is 6.99%.
1.5. SWOT analysis:
1.5.1. Strengths:
The loans exhibit strong quality, backed by valuable collateral, with 90% retail loans
secured by real estate properties, with good liquidity and full legal documentation. The
bank's operations have benefited greatly from its continuous and outstanding Return on
Equity (ROE) of 30% over a number of years. This has led to appealing dividend payouts
and a large rise in the bank's equity capital. VIB consistently maintains a significantly high
capital adequacy ratio compared to the industry average
1.5.2. Weaknesses:
3
The ineffectiveness of customer deposit mobilization has led to a reduced growth
rate and the need for a proactive plan to mitigate liquidity risks. VIB’s deposit structure
heavily relies on short-term deposits and interbank sources, leading to increased liquidity
risk. Moreover, the analysis of VIB's NPL situation over the past five years is among the
top five banks with the highest NPL-to-loan ratio, indicating potential NPL-related risks.
1.5.3. Opportunities:
VIB is the second-largest auto loan market player, which has significant potential
for credit growth in car loans as of 2023. Besides, VIB also has the prospect of the growth
of retail credit products, home loans, auto loans and consumer credit.
1.5.4. Threats:
The NPL ratio of VIB as of June 30, 2023, is 3.6%, rising from 2.45% at the end of
the previous year. The impact from the global economy also poses a threat to VIB, resulting
in reduced credit demand, weakened investment, consumer spending, and international
tourism.
4
CHAPTER 2: BOARD OF DIRECTORS STRUCTURE
(BOD), elected by the GMS, is the Bank's management body, with full authority on
behalf of the Bank to decide and exercise the Bank's legal rights and interests that are not
under the authority of the GMS. BOD plays a role in strategic direction and annual
operating plans; Direct and supervise the Bank's operations through the Executive Board,
Supervisory Board and Committees.
2.1. Board Structure:
The Board of Directors must have a minimum of 5 members and no more than 11
members. The specific number of each term is decided by the General Meeting of
Shareholders. The Board of Directors includes the Chairman, Vice Chairman, members
and independent members. At least 1/2 of the total members are independent members and
members are not Executives, of which there must be at least 01 independent member.
Individuals and related persons of that individual or capital representatives of an
institutional shareholder and related persons of these persons may participate in the Board
of Directors, but must not exceed 1/3 of the total number of members of the Board of
Directors, except in the case of a representative of the State's capital contribution.
2.2. Chairman of Board:
According to Article 156 of the Law on Enterprises 2020, it is stipulated on the
Chairman of the Board of Directors as follows: The Chairman of the Board of Directors is
elected, dismissed and dismissed by the Board of Directors. Chairman of the Board of
Directors of the Public Company and Joint Stock Company stipulated at Point b, Clause 1,
Article 88 of this Law is not director or general director or Chief Executive Officer.
Separating the Chairman of the Board and the CEO into two individual individuals
to bring VIB the following benefits: The first is clearly defining the responsibilities
between the Board of Directors and the Management Board as well as giving specific rights
to an individual representative of the Board of Directors. The second is to support the
conflicts that may occur during the process of the company. In addition, the executive
director will have more time to run the company more and must take on two roles.
2.3. Lead independent director:
5
In order to become a member of the Lead independent director, it must first meet an
important criterion to be an independent member. This member will be determined based
on Clause 2, Article 155 of the Enterprise Law 2020.
2022 is the fourth year of the 8th term (2019 - 2023) of the Board of Directors. VIB's
Board of Directors currently has one independent member. Independent member
concurrently holds the position of Chairman of the Human Resources Committee and
member of the Risk Management Committee under the Board of Directors.
Independent members always ensure objectivity and independence when
participating in making decisions for VIB. Independent members have reviewed VIB's
issues from diverse perspectives to increase the value and effectiveness of operations, in
addition to looking at issues from the perspective of compliance and risk management
according to current financial and accounting standards.
2.4. Board independence:
NYSE requires the Board of Directors to have most independent members.
Independence is defined "without material benefits related to the company" (partners,
shareholders, operating a company with related transactions). Standard member of the
Board of Directors independently of Vietnam: Independence of identity and financial
independence. Independence plays an important role in both consultancy and supervision
functions. VIB's Board of Directors has 5 people but only 1 member of the Board of
Directors is independent
2.5. Board with “Busy” Directors:
According to VIB bank's 2023 management report, among the 5 members of the
Board of Directors of this bank, 4 members hold many positions in companies other than
VIB, including:
Chairman of Board of Directors – Mr. Dang Khac Vy
In addition to the position of Chairman of the Board of Directors of VIB, he is now
also Chairman of Mareven Food Holdings – a large company of overseas Vietnamese
people, with its products distributed in more than 25 countries throughout Europe and some
countries in Asia
Vice Chairman of the Board of Directors - Mr Dang Van Son
6
In addition to holding the position of Vice Chairman of the Board of Directors of
VIB, he is also Chairman of the Board of Directors of International System Investment and
Trading Joint Stock Company (Nettra).
Member of the Board of Directors - Mr. Do Xuan Hoang
Currently, Mr. Hoang is CEO of Mareven Food Central, a Vietnamese - Japanese
joint venture, a leading investment company in FMCG in the Russian Federation and the
CIS region
Independent Member of the Board of Directors - MS. Nguyen Thi Bich Hanh:
Currently, she holds various key management positions in companies including
BOD Chairwoman at Asia Energy JSC and Thien Duc JSC.
Thus, VIB's Board of Directors has 80% members with multiple positions in
companies other than VIB, indicating a preference for experienced and reputable members
with diverse business contributions.
However, the fact that Board members hold many positions in companies other than
banks can also lead to some risks, such as insufficient time and effort to their work at the
bank or they may be influenced by personal interests when making decisions for bank.
Therefore, VIB needs strict regulations and supervision to ensure that Board members
holding many positions in companies other than the bank can still fulfill their duties at VIB.
2.6. Current member of VIB's Board of Directors:
Chairman of Board of Directors – Mr. Dang Khac Vy:
Mr. Dang Khac Vy is one of the founder members of Vietnam International Bank
(VIB). Mr. Vy was elected as Chairman of the BOD from 16 September 2013 and
continued to be elected as Chairman of the BOD of term IX (2023 - 2027). Previously, Mr.
Vy had been appointed as a member of the Board of Directors of VIB from Terms I to VIII.
Vice Chairman of the Board of Directors - Mr Dang Van Son:
Mr. Dang Van Son continued to be elected by VIB’s GSM in 2023 to serve on the
BOD for the Term IX (2023 - 2027). Previously, Mr. Son had been elected to the Board in
early 2007.
7
Member of the Board of Directors - Mr. Do Xuan Hoang:
From 2005 to the present, Mr. Do Xuan Hoang has served as a member director of
the BOD. He served as Vice Chairman of the BOD in 2007. In addition to the private sector,
he actively participates in initiatives that foster community development. He graduated
from the Russian Academy of Sciences in 1998 as a Doctor of Economics after earning his
Bachelor's degree in the former Soviet Union in 1991.
Member of the Board of Directors cum Chief Executive Officer - Mr. Han Ngoc Vu:
Late in 2006, Mr. Han Ngoc Vu became the CEO of VIB, a position he retained
until 2008. Mr. Vu was chosen by the BOD to serve as its Chairman from 2008 to 2013
after being chosen by the GSM to serve as Director of the BOD for term V in 2008. 2013
saw GSM elect Mr. Vu as a member of the BOD's sixth term as a director. The BOD chose
Mr. Vu to be the CEO the same year, and he has held the role ever since. The 2023 GSM
continues to elect Mr. Vu to the BOD.
With extensive expertise working for some of the world's top multinational
institutions, Mr. Vu has about 35 years of experience in the financial and banking industry.
He was the Chief Executive Officer of Vietnam International Bank (VIB), the Country
Head of Corporate Banking of Citibank Vietnam and the Hanoi Branch Manager of
Citibank, the Country Sales Manager and HCMC Branch Manager of Credit Lyonnais
Vietnam, and the Hanoi Branch Manager of Calyon Bank, among many other important
positions in Vietnamese and international commercial banks..
Independent Member of the Board of Directors - MS. Nguyen Thi Bich Hanh:
Ms. Nguyen Thi Bich Hanh was elected by 2023 GSM to be an independent member
of the BOD Term IX (2023 – 2027). Ms. Hanh has nearly 30 years of experience in
business, banking and finance. Ms. Hanh held a Bachelor in Foreign language from
Vietnam National University, Hanoi – University of Languages & International Studies
and Postgraduate certificate in Business from Swinburne University of Technology.
2.7. Assessment of the BOD:
According to VIB bank's 2023 governance report, VIB's Board of Directors
currently has 1/5 female members, who are Independent Members of the Board of
8
Directors. Thus, the ratio of female directors on VIB's Board of Directors is 20%. The
Board of Directors will consist of 01 executive member and 04 non-executive members as
of December 31, 2022. The BOD comprises well-trained members with extensive
experience in economics, business administration, finance, and credit, ensuring a solid
understanding of banking operations, products, customers, business standards, domestic
market, and Vietnam's regulations and international practices.
9
CHAPTER 3: DUTIES AND LIABILITY
PART 1: LIABILITIES OF THE BOARD OF DIRECTORS
3.1. Board Responsibilies:
VIB's Board of Directors sits at the helm, guiding the bank's operations with
strategic direction and unwavering accountability. Their authority and responsibilities are
enshrined in both state law and VIB's internal regulations. As stewards of shareholder
interests, the Board ensures VIB's every action adheres to legal and ethical frameworks,
while simultaneously charting a course for future growth.
Empowered by the Charter and shareholder decisions, the Board's duties and powers
encompass a wide spectrum. They define VIB's overall direction, shaping business plans,
budgets, and capital raising initiatives. They wield oversight over investments and
subsidiary ventures, ensuring strategic alignment and technological advancement.
Furthermore, they appoint and guide VIB's top executives, setting compensation and
safeguarding regulatory compliance. Finally, the Board acts as a conduit for shareholder
engagement, calling meetings, approving dividends, and ensuring shareholder voices are
heard.
In essence, VIB's Board of Directors is not merely a regulatory body, but a proactive
force driving the bank's success. Their dedication to responsible governance and strategic
foresight keeps VIB on a steady course towards a prosperous future.
3.2. The Operations of the Board:
The Board of Directors (BOD) operates within its charter, regulations, and legal
provisions. They continuously improve BOD and committee effectiveness through annual
evaluations focusing on value, efficiency, compliance, and risk management.
The BOD supervises the CEO, CFO, and division directors based on corporate
governance rules. The CEO, who is also a BOD member, reports regularly to the board on
all aspects of the company. The BOD plans its activities proactively and holds quarterly
meetings to review progress and ensure strategy alignment with shareholder decisions.
3.3. The Operations of Board Committees:
10
The Board of Directors must establish Committees/Councils to help the Board of
Directors carry out its duties and powers, including the Risk Management Committee and
the Human Resources Committee. The Board of Directors regulates the organization,
activities, tasks, and powers of these Committees/Councils according to the guidance of
the State Bank of Vietnam and the provisions of law.
3.3.1. Activities of the Human Resources Committee:
VIB's Human Resources Committee, established by regulations and composed of
four board members, actively guided the board in 2022 on human resource planning,
policies, and compensation, holding 15 meetings including written consultations.
3.3.2. Activities of the Risk Management Committee:
VIB's Risk Management Committee, composed of four board members and guided
by established regulations, actively advised the board in 2022 on critical risk areas like
credit, liquidity, compliance, and market, holding eight meetings and ensuring VIB's risk
framework remained robust through limit adjustments and strategic reviews.
3.4. Duration of Director Terms:
The term of office of the Board of Directors (BOD) is 4 years. The term of office of
a BOD member is the same as the term of office of the BOD; the term of office of a member
who is added or replaced is the remaining period of the BOD term. The BOD of the justended term continues to operate until the BOD of the new term takes over the work. BOD
members may be re-elected for an unlimited number of terms, except that independent
BOD members may not be re-elected as independent BOD members within the next 5 years
following the date of termination of their term as independent BOD members.
3.5. Director Elections:
VIB's Board of Directors are elected through a meticulous process overseen by the
State Bank of Vietnam (SBV). Shareholders wield the power of their votes, with each share
carrying equal weight in the cumulative voting system, allowing them to distribute their
support freely among any or all candidates. To ensure independent oversight, elections for
these crucial positions are conducted separately from those for regular board members.
Ties for the coveted last seat are resolved through re-election or by predetermined criteria
established in the shareholder meeting rules. Once elected, the Board itself chooses its
Chairman and Vice Chairman, solidifying its leadership structure. Notably, these positions
11
are filled within seven days of the Board's formation and elected for the entire term,
ensuring stability and continuity. Rigorous governance practices underpin the entire
process, with all actions, from candidate approvals to board member removals and
resignations, adhering strictly to legal and company regulations. The SBV further dictates
procedures for approving candidates, reporting removals, and managing overall board
governance, ensuring transparency and accountability throughout.
3.6. Removal of Directors:
Holding Board of Directors members accountable is paramount at VIB. Dismissal,
a carefully considered process governed by law, the VIB Articles of Association, and this
Regulation, can occur in several scenarios. Grounds for removal include failing to meet
qualifications, violating regulations, neglecting duties, lacking necessary skills, or not
having adequate time for board activities. Decisions to dismiss are made at a Board meeting
with a majority vote, and ties are broken by the Chairman after a second vote. The process
is transparent, with the member facing dismissal having the right to be present and defend
themselves. Ultimately, the decision is communicated to the State Securities Commission
and publicly announced. VIB's commitment to good governance ensures that board
members are held to the highest standards and can be removed when necessary to protect
the bank's interests.
PART 2: LEGAL OBLIGATIONS OF DIRECTORS
3.7. Fiduciary duty:
3.7.1. The duty of care:
Duty of care requires a member of the Board of Directors when making a decision
to consider carefully. Business judgment rules are the best measures to protect independent
members of the Board of Directors.
Accordingly, the independent members of the Board of Directors (BOD) always
ensure objectivity and independence when participating in decision-making for VIB. The
independent members of the BOD have considered VIB's issues from a variety of
perspectives to increase the value of efficiency of operations, in addition to considering the
issue from the perspective of compliance and risk management according to current
accounting standards. According to the evaluation of the independent member, the BOD
has operated in accordance with the duties and orientations set out in the VIB Articles of
12
Association, the Regulations on the Organization and Operation of the BOD, as well as
ensuring compliance with the law.
3.7.2. The duty of candor:
Requesting the Executive Board and the Board of Directors to notify shareholders
all important information related to their evaluation of the company and the Executive
Board. The Board of Management of the Company must provide information accurately
and promptly to shareholders and the Board of Directors.
3.8. Disclosure Obligations under Securities Laws:
VIB prioritizes ethical information disclosure, adhering to legal requirements and
securing individual consent for personal data sharing. They take full responsibility for the
accuracy and completeness of their disclosures, promptly notifying relevant authorities of
any updates. Clarity and investor protection are paramount, with disclosure methods
ensuring equal access for all stakeholders. VIB reports diligently to regulatory bodies,
handling personal information with utmost confidentiality when necessary.
13
CHAPTER 4: EXECUTIVE COMPENSATION AND
INCENTIVES
4.1. Components of Compensation:
Members of the Board of Directors (excluding authorized representatives of Colegal entities) receive remuneration and annual bonuses or term-based bonuses, with the
total decided by the General Meeting of Shareholders at the annual meeting. The BOD
decides on remuneration and other benefits for each member. Independent members do not
receive regular salaries and remunerations from VIB except for allowances decided by the
Board of Directors and annual or term-based bonuses.
The remuneration of each member of the Board of Directors is included in VIB's
business expenses in accordance with the law on corporate income tax and must be shown
as a separate item in VIB's annual financial report and must be reported to the General
Meeting of Shareholders at the annual meeting.
Executive Board members or those on committees or performing tasks beyond their
normal duties may receive additional pay, which can be in the form of a lump sum payment,
salary, commission, percentage of profit or in other forms as determined by the Board of
Directors. They are also entitled to reimbursement for travel, meals, accommodation, and
other reasonable expenses incurred during their duties, including those arising from
attending shareholder meetings or Board committees.
In addition, members of the Board of Directors are purchased liability insurance by
VIB. This insurance does not include insurance for the responsibilities of members of the
BOD related to violations of the law and the Charter.
4.2. Determining Compensation:
Resolution No. 1.001.22.GSM approved 2022 remuneration for Board of Directors
and Supervisory Board members, and expenses for independent board members up to a
50% pre-tax profit. Pre-tax profit at the end of fiscal year 2022 VIB reached 10,581 billion
VND, with a maximum cost of 52.9 billion VND for members of the BOD, Supervisory
Board and independent members of the Board of Directors.
As of December 31, 2022, actual remunerations have been paid to members of the
Board of Directors and the Supervisory Board, expenses for independent members of the
14
Board of Directors is 9,738,691,868 VND. In particular, Member of the Board of Directors
cum Chief Executive Officer is paid from the employee salary fund, so he does not receive
remuneration from the Board of Directors.
4.3. Compensation Levels:
The following figure shows the remuneration, salaries, bonuses and benefits of
Board members in 2022
For the Board of Directors in 2022, the largest proportion of remuneration belongs
to Chairman of Board of Directors – Mr. Dang Khac Vy is 1,975 billion VND, accounting
for about 36.01% of the total remuneration of the Board of Directors. Member of the Board
of Directors cum Chief Executive Officer - Mr. Han Ngoc Vu received Chief Executive
Officer salary, so he did not receive Board of Directors remuneration.
4.4. Compensation Mix:
The bonus and welfare fund is allocated from profit after tax according to the
decision of shareholders at the Annual General Meeting of Shareholders and is mainly used
to pay VIB officers and employees.
4.4.1. Short-Term Incentives:
Short-term incentives provide an annual payment (usually cash) to achieve a
predetermined performance target. The size of the reward is expressed through the
minimum/maximum performance of the set goals. These short-term incentives include:
Salary, allowances and bonuses. Including Salary based on capacity, salary based on work
performance; Lunch allowance, per diem; Annual salary review review in June; 13th month
salary bonus; Bonuses based on the company's business performance results.
4.4.2. Long-Term Incentives:
15
VIB's General Meeting of Shareholders approved the plan to increase charter capital
to 25,368 billion VND, an increase of 20.36%. The General Meeting of Shareholders also
agreed with the plan to pay 35% dividends to shareholders, with a maximum of 15% cash
dividends and 20% bonus shares. High dividend payout rates have been maintained by VIB
as a practice over many years, contributing to increasing shareholders' trust and attachment
to the Bank.
4.5. Pay for performance:
The actual salary received for the position of General Director is the salary level
plus business efficiency salary. In particular, business efficiency salary will depend on the
monthly operations of the Bank. Paying for performance helps CEOs be more motivated
to make good business decisions, increasing the company's profits, and at the same time,
CEOs also receive a bonus for those increased profits.
4.6. Remuneration adjustment:
4.6.1. Proposal for Term VIII bonus for members of the Board of Directors and
Supervisory Board:
The Board of Directors proposed a bonus package for Board and Supervisory Board
members, totaling VND 10,717,000,000, equivalent to 0.04% of pre-tax profit for 20192022. The Board of Directors members will receive VND 8,877,000,000 for those working
until term VIII. The Board will decide the bonus level based on contribution time and
member role.
4.6.2. Proposal for remuneration, bonuses, other benefits and 2023 operating budget
of the Board of Directors and Supervisory Board:
The Board of Directors proposes that the General Meeting of Shareholders approve
a maximum operating budget of 0.25% of VIB's 2023 pre-tax profit, authorizing the Board
to allocate the budget, the Remuneration Fund, and the remuneration level for each board
member, as well as the expenses for independent board members.
16
REFERENCES
Trang T. (2023, March 16). ĐHĐCĐ VIB: Thông qua kế hoạch chia cổ tức 35%, lợi nhuận 12.200
tỷ đồng trong năm 2023. congly.vn. https://congly.vn/dhdcd-vib-thong-qua-ke-hoach-chiaco-tuc-35-loi-nhuan-12-200-ty-dong-trong-nam-2023-245389.html
- VIB bank information disclosure regulations 2022
- Consolidated financial statements of Vietnam International Commercial Joint Stock Bank 2022
- Charter of Vietnam International Commercial Joint Stock Bank 2023
- Report and proposal of the Board of Directors and Supervisory Board of Vietnam International
Commercial Joint Stock Bank (Annual meeting March 15, 2023)
- Annual report of Vietnam International Commercial Joint Stock Bank 2022
- Report on management situation of Vietnam International Commercial Joint Stock Bank in the
first 6 months of 2023
17
Download