67
OVERVIEW OF SBT CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
TTC BIEN HOA
2020-2021 ANNUAL REPORT
At TTC Bien Hoa, we are committed to improving corporate governance on a continuous basis.
Specifically, despite recent hardships, BOD has been able to integrate best practices and international
standards throughout the system in a way that is compatible with Vietnam’s operating environment and
sugarcane business.
The BOD delegated clearly dened responsibilities and associated benets to its members and BOM, ensuring the BOD’s
successful participation in strategy formulation and management oversight, as well as the BOD’s accountability to the company
and Shareholders. The ultimate goal is to enable the Company to access and optimize the capital markets, particularly through
the development of international capital sources.
CORPORATE GOVERNANCE
TOWARDS INTERNATIONAL STANDARDS
Source: TTC Bien Hoa
CG Codes that TTC Bien Hoa currently uses as references
• Ensuring the basis for an eective Corporate Governance framework
• Rights and equitable treatment of Shareholders and key ownership functions
• Institutional Investors, stock market and other intermediaries
• Roles of stakeholders in Corporate Governance
• Information disclosure and transparency
• Responsibilities of the BOD
G20/OECD Principles of
Corporate Governance
(2015)
• Ensuring a reasonable Governance structure
• Improving the operational eciency of BOD
• Ensuring the rights of Shareholders and stakeholders
• Ensuring equitable treatment of shareholders
• Disclosure all transparency in all activities of the Company manner
Circular 116/2020/TT-BTC
regarding guidelines on
Corporate Governance of Public
Companies (2020)
• Model Company charter
• Model internal regulations on Corporate Governance
• Model operational regulations of the BOD
• Model operational regulations of Audit Committee of public companies
Circular 116/2020/TT-BTC
regarding guidelines on
Corporate Governance of Public
Companies (2020)
• Rights of Shareholders
• Equitable treatment of Shareholders
• Roles of stakeholders
• Information disclosure and transparency
• Responsibilities of the BOD
ASEAN Corporate
Governance Scorecard
• Responsibilities of the Board of Directors
• Control environment
• Information disclosure and transparency
• Rights of Shareholders
• Relations with stakeholders
Vietnam Corporate Governance
Code of Best Practices for
public companies (2019)
68
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Geared toward building a “balanced” BOD aligned with the principle “Establishing a competent and professional BOD” of
the CG Code of Best practices, TTC Bien Hoa has endeavored to achieve diversity in gender, age, expertise, skills, experience,
and leadership qualities. According to the Company’s policies, the BOD’s operations must be regulated by the voting principles,
under which each BOD member shall have one vote, except on issues that member has related benets. On that basis, the BOD’s
activities shall be carried out based on a more in-depth and detailed but still comprehensive perspective.
In 17 Sustainable Development Goals of the United Nations and 17
National Sustainable Development Goals to 2030 all emphasize
Gender equality and empowerment of women and girls. Studies show that a
gender-diverse BOD with the presence of female leaders shall drive business
performance and corporate sustainability. The fact that 43% of the BOD
structure are female, including Chairwoman and Vice Chairwoman, provides
a testament to TTC Bien Hoa’s eorts to steadily meet international
standards and even outperforms the global average (15%) and Vietnam
(18%), according to Deloitte’s study.
BOD members
are
non-executive
members
BOD members are
not concurrently
BOD members of
more than 5 other
companies
BOD members are
female
BOD members have
more than 15 years
of experience in the
industry
BOD members
are independent
members
BOD members hold
Doctorate, Master
and Bachelor
degree or higher
BOD members
are
foreigners
THE DIVERSITY IN THE TTC BIEN HOA’S BOARD OF DIRECTORS STRUCTURE
G20/
OECD
(2015)
CIRCULAR
116/2020/
TT-BTC
CIRCULAR
116/2020/
TT-BTC
100% 100% 100% 86% 43% 43% 14%
SYNERGY IN THE CORPORATE GOVERNMENT MODEL
OF TTC BIEN HOA
FIRM CORPORATE
GOVERNANCE
FOUNDATION,
UNIFORMLY APPLIED
IN THE ENTIRE
COMPANY
CONFORMITY
WITH VIETNAM’S
LAWS AND
PRACTICES
INTERNATIONAL
CG STANDARDS
69
TTC BIEN HOA
2020-2021 ANNUAL REPORT
TTC Bien Hoa’s Board of Directors decided in FY 2020-
2021 to restructure the organization in accordance
with the Company’s current activities, Vietnamese
corporate governance regulations, and international
best practices. The Strategy Committee and the
Nomination and Remuneration Committee, in particular,
were established in place of the Strategy Subcommittee
and the Human Resources Subcommittee, respectively,
while the Audit Subcommittee was renamed the Audit
Committee. Additionally, the Company extended a warm
welcome to the newly appointed Corporate Secretary.
These are the efforts made by TTC Bien Hoa to strengthen
corporate governance in accordance with international
best practices and standards, seeking to become the
Agricultural market leader in Vietnam, Indochina, and
the world. This, in turn, would facilitate the country’s
long-term economic growth and community-society
development, thereby contributing to the achievement
of the shared goal of “Business is the center of
sustainable development and national competitiveness
enhancement goals.”
70
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Source: TTC Bien Hoa
71
TTC BIEN HOA
2020-2021 ANNUAL REPORT
INTRODUCTION OF THE BOARD OF DIRECTORS
Mrs. HUYNH BICH NGOC
Chairwoman of the Board
Qualications:
• Business Administration
Employment history:
• 2019 - Present: Chairwoman of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2012 - Present: Vice Chairwoman of the BOD cum CEO of Thanh Thanh Cong Investment JSC
• 2015 - Present: Chairwoman of the BOD, Toan Hai Van JSC
• 2018 - 2020: Vice Chairwoman of the BOD, Tin Nghia Corporation JSC
• 2010 - 2012: Chairwoman of the BOD, Bien Hoa Sugar JSC, formerly known as Bourbon
Tay Ninh JSC
• 2007 - 2019: Permanent Vice Chairwoman, Sai Gon Thuong Tin Real Estate JSC
• 1981 - 2012: Chairwoman of the BOD, Thanh Thanh Cong Production Trading JSC
Outstanding achievements:
• With over 40 years of experience in the Sugar industry, Mrs. Huynh Bich Ngoc is one of the
most prominent gures who contributed signicantly to the development of TTC Bien Hoa into
the leading sugar company in Vietnam and a recognized player in the international market.
TTC Bien Hoa was incorporated in early 1980 as an establishment for the production and
trading of alcoholic beverages and agricultural products. Mrs. Ngoc held a variety of important
positions at TTC Bien Hoa from 1981 to 2012. Mrs. Ngoc returned to lead TTC Bien Hoa as BOD
chairwoman in October 2019, guiding the Company through dicult periods of the Sugar
industry’s cycle and ATIGA challenges when ATIGA became eective on January 1
st
, 2020.
Some of her outstanding achievements in FY 2020-2021:
• Developing TTC Bien Hoa’s fruit tree market expansion strategy. She played a pivotal role in
conducting farms trials in the Southeast, with the initial success serving as a model for
exporting South American bananas. This was a critical step for the Company to advance its
research and development in this eld in order to further expand TTC Bien Hoa’s agricultural
value chain beyond its primary Sugar products;
• Leading TTC Bien Hoa’s penetration into the FMCG market through the introduction of a clean,
green product line branded Miáha - canned sugarcane juice with 100 percent natural essence.
This is Vietnam’s rst mass-produced beverage using advanced technology, with the objective
of maximizing the sugarcane value chain;
• Providing direct guidance on agricultural extension projects and raw material expansion,
resulting in an increase of total raw material areas to more than 66,000 hectares in scal years
2020-2021.
Positions at other organizations (except parent company and subsidiaries):
• Vice Chairwoman of the BOD cum CEO Thanh Thanh Cong Investment JSC
• Chairwoman of the BOD, Toan Hai Van JSC
Year of birth: 1962
Time of appointment as
Chairwoman of the BOD: October 2019
Ownership of voting shares
at the Company:
69,724,473 shares, accounting for 10.92%
Mr. PHAM HONG DUONG
Permanent Vice Chairman
of the Board
Qualications:
• Master of Agricultural Economics, Kasetsart University, Thailand
• Master of Production Management, University of Applied Sciences, Ludwigshafen,
Federal Republic of Germany
• Chemical Engineer - University of Technology HCMC
Positions in the industry:
• Member of International Society of Sugar Cane Technologists (ISSCT)
• Member of ASEAN Sugar Alliance (ASA)
Employment history:
• 2019 - Present: Permanent Vice Chairman of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2020 - Present: Chairman of the BOD, Thanh Thanh Cong Agriculture Development JSC
• 2017 - 2019: Chairman of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2015 - 2017: Chairman of the BOD, Thanh Thanh Cong - Tay Ninh Sugar JSC
• 2014 - 2015: BOD Member, Gia Lai Cane Sugar - Thermoelectricity JSC
• 2013 - 2015: BOD Member, Thanh Thanh Cong Packing Production Trading JSC
• 2012 - 2015: BOD Member, Bien Hoa Sugar JSC
• 2011 - 2012: Deputy Technical Director, Bourbon Tay Ninh JSC
• 2009 - 2011: Factory Director, Bourbon Tay Ninh JSC
Outstanding achievements:
• With over two decades of experience in the Sugar industry, Mr. Duong has contributed
signicantly to TTC Bien Hoa’s success by implementing timely and appropriate strategies and
orientations. He is regarded as a leading expert in the Vietnam Sugar industry.
• He held a number of senior positions in TTC Bien Hoa’s Sugar industry member units prior
to becoming Vice Chairman of the Company. He has a strong technical background as a
chemical engineer and spent 4 years at Bourbon Tay Ninh JSC as Deputy CEO in engineering
(2011-2012) and Factory Director (2009-2011).
Some of his outstanding achievements in FY 2020-2021:
• Participating in the Digital Transformation Project Committee as Deputy Head of Project
Steering Committee, who is responsible for standardizing in-depth Master data, mapping as
well as data conversion to the new system;
• Leading the implementation of TTC Bien Hoa’s R&D strategy with sound results, namely new
Sugar products that are good for health, natural nutritious beverages, production technology
of organic nitrogen fertilizer, and soil solutions;
• Supervising the construction of 2 microbial organic fertilizer plants in Laos and Gia Lai. The
capacity of each factory is expected to be 34,000 tons/year. In addition, the plant in Laos is
designed toward Organic standards.
• Leading many successful projects in capacity building and Sugar rening technology,
successfully boosting the capacity of Bien Hoa - Ninh Hoa Sugar Co., Ltd up to 760 tons/day,
while introducing quality improvement solutions to other factories;
• Representing TTC Bien Hoa in professional consultation associations to propose ideas on
integration policies to relevant management agencies.
Positions at other organizations (except parent company and subsidiaries):
• None
Year of birth: 1974
Time of appointment as Permanent
Vice Chairman of the BOD: October 2019
Ownership of voting shares
at the Company:
4,313,163 shares, accounting for 0.68%
72
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Mrs. DANG HUYNH UC MY
Vice Chairwoman of the Board
Qualications:
• Master of Business Administration, Preston University, New Zealand
• Professional CEO Certicate, PACE
• Certicate of Corporate governance - specialized training program - OPM Harvard Business School
Employment history:
• 2019 - Present: Vice Chairwoman of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2020 - Present: Chairwoman of the BOD, TTC Bien Hoa - Dong Nai Sugar Ltd.
• 2019 - Present: Chairwoman of the BOD, cum CEO, Ben Tre Import Export JSC
• 2015 - 2019: Chairwoman of the BOD, Ben Tre Import Export JSC
• 2017 - 2019: BOD Member, Thanh Thanh Cong - Bien Hoa JSC
• 2015 - 2017: BOD Member, Thanh Thanh Cong - Tay Ninh Sugar JSC
• 2012 - 2015: Chairwoman of the BOD, Thanh Thanh Cong - Tay Ninh JSC
• 2009 - 2012: CEO, Thanh Thanh Cong Investment JSC
• 2007 - 2009: Permanent Deputy CEO, Thanh Thanh Cong Production - Trading JSC
• 2006 - 2007: Deputy Executive Director, Thanh Thanh Cong Production - Trading JSC
Outstanding achievements:
• With over 15 years of experience in the nance and Sugar industries, Mrs. Uc My has assisted TTC Bien Hoa in taking incremental yet decisive steps toward digital
transformation, propelling TTC Bien Hoa to a leadership position in Vietnam’s smart agricultural development. This is due to her adaptability, determination,
and expertise, as well as the sustainability philosophy that pervades her actions.
Some of her outstanding achievements in FY 2020-2021:
• Leading TTC Bien Hoa to become the rst Agricultural company to utilize digital technology in business operation management via the successful roll-out of ERP
Oracle Fusion Cloud, as part of the Digital Transformation Project, on July 1
st
, 2021. The project has assisted SBT in streamlining the operation process of 22 facilities
located in four countries: Vietnam, Singapore, Laos, and Cambodia. This aims to leverage the technology adoption to elevate the Company’s value of Agribusiness in
domestic and international markets;
• Paving the way for TTC Bien Hoa to enter the global commodity market as a “Trading house” upon the Company’s new acquisition of a Singaporean enterprise.
In particular, Mrs. Uc My developed important strategies in coordinating activities, expanding export product portfolio, especially high value-added product lines,
such as Organic sugar, Liquid Sugar, Rock Sugar, among others. In addition, she also promoted the search for new export markets, while enhancing the Company’s
participation in trading activities in the commodity market, thereby transforming TTC Bien Hoa into a global business;
• Ensuring TTC Bien Hoa is on the right track under the 5-year strategy for the period of 2021-2025, centering around the development of appropriate businesses to
maximize the industry value chain. One of the highlights in the previous FY was the transition from B2B - sugar manufacturer - to B2C, a company that oers FMCG
products to customers with a developed distribution network. This empowered Bien Hoa to become the largest Sugar supplier for consumer market, with a target
market share of more than 50% by 2025.
• Guiding TTC Bien Hoa’s activities in the capital market, successfully raising more than VND3,000 billion from well-known domestic and international partners in FY
2020-2021;
• Creating a human resource management strategy for the period 2021-2025, with a particular emphasis on “Digitalization”, “In-depth agriculture”, and “New products”.
This is accomplished by fostering a growth and ownership culture that results in increased performance and helps the Company maintain its pioneering status in
the industry. Additionally, she was responsible for developing a successor team that is infused with the Company’s strategy and vision while remaining adaptable to
change, thereby giving TTC Bien Hoa a competitive edge in global integration.
Positions at other organizations (except parent company and subsidiaries):
• Chairwoman cum CEO, Ben Tre Import Export JSC (Betrimex)
Year of birth: 1981
Time of appointment as Vice
Chairwoman of the BOD: October 2019
Ownership of voting shares
at the Company:
100,137,492 shares, accounting for 15.68%
73
TTC BIEN HOA
2020-2021 ANNUAL REPORT
INTRODUCTION OF THE BOARD OF DIRECTORS (CONTINUED)
Mr. HENRY CHUNG
Independent member of the Board
Qualications:
• Bachelor of Economics
• Bachelor of Finance
Employment history:
• 2017 - Present: Independent BOD Member, Thanh Thanh Cong - Bien Hoa JSC
• 2016 - 2017: BOD Member, Thanh Thanh Cong - Tay Ninh JSC
• 2015 - 2017: BOD Member, Bien Hoa Sugar JSC
Outstanding achievements:
• With over two decades of experience in nance and the sugarcane industry, he advised
and assisted the BOD in responding to and resolving conicts of interest and related party
transactions that occurred in FY 2020-2021. He ensured that FS was accurate and fair and
recommended risk management practices for the Company’s international development
activities based on his experience working in international organizations headquartered in the
United States.
Some of his outstanding achievements in FY 2020-2021:
• Advising on the nalization of Business function and performance review matrix for the whole
system of TTC Bien Hoa and its units;
• Ensuring the eectiveness and accountability of the BOD through independent monitoring of
operational activities;
• Advising on senior management development strategies towards sustainable standard as a
Member of the Nomination and Remuneration Committee;
Positions at other organizations (except parent company and subsidiaries):
• None
Year of birth: 1974
Time of appointment as
BOD Member: October 2016
Ownership of voting shares at the Company:
970,198, accounting for 0.15%
Mr. HOANG MANH TIEN
Independent member of the Board
Qualications:
• Bachelor of Laws - General University of Ho Chi Minh City
Employment history:
• 2019 - Present: Independent BOD Member cum Chief of the Audit Committee, Thanh Thanh
Cong - Bien Hoa JSC
• 2015 - Present: Independent BOD Member, Thanh Thanh Cong Hospitality JSC
• 2015 - Present: Chief of Supervisory Board, Ta Cu Tourist JSC and Thanh Binh Tourist JSC
• 2013 - 2014: Chief of Audit Department, National Citizen Commercial Joint Stock Bank
• 2012 - 2013: Deputy CEO in charge of Supervision and Support, Sacombank Thuong Tin
Commercial Joint Stock Bank (SBS)
• 2012 - 2013: BOD Member, Lanexang Securities Public Company, Lao P.D.R
• 1996 - 2012: Holding many important positions at Sacombank, including Head of Internal
Control Department, Chief of Oce of the BOD cum CEO, etc.
Outstanding achievements:
• With more than 20 years of experience in internal control and supervision, he used to hold
various important titles at Sacombank, for example, Deputy CEO in charge of Supervision and
Support, Supervision Director, Head of Internal Control Department, etc.
Some of his outstanding achievements in FY 2020-2021:
• Directing and participating in the implementation of the programs under the Enterprise Risk
Management (ERM) Project;
• Reviewing and improving internal audit system including compliance audit, performance
audit, and FS audit at TTC Bien Hoa in FY 2020-2021;
• Directing and organizing implement the review of key issues, advising the BOD on risk
management strategies, assisting the Company in risk control, especially risks occurring in
domestic and foreign investment, supporting the goal of the Company for a sustainable future.
Positions at other organizations (except parent company and subsidiaries):
• Independent BOD Member, Thanh Thanh Cong Hospitality JSC
• Head of Supervisory Board, Ta Cu Hospitality JSC
• Head of Supervisory Board, Thanh Binh Tourist JSC
Year of birth: 1962
Time of appointment as
BOD Member: July 2019
Ownership of voting shares at the Company:
1,572,000 shares, accounting for 0.25%
74
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Mr. VO TONG XUAN
Member of the Board
Mrs. VO THUY ANH
Independent member of the Board
Qualications:
• Ph.D. in Agronomy
Employment history:
• 2019 - Present: BOD Member, Thanh Thanh Cong - Bien Hoa JSC
• 2013 - Present: Acting Principal of Nam Can Tho University
• 2015 - 2016: BOD Member, Bien Hoa Sugar JSC
• 2015 - 2016: Chairman of the BOD, Thanh Thanh Cong Sugarcane Research and Development Center
• 2010 - 2015: Agricultural Advisor, BOD Member, Thanh Thanh Cong - Tay Ninh JSC
• 2010 - 2013: Principal of Tan Tao University
• 2000 - 2008: Principal of An Giang University
• 1971 - 1999: Head of Department, Associate Dean of Agriculture, Vice Principal of Can Tho University
Outstanding achievements:
• As a Ph.D. in Agronomy, he has made a large number of contributions to Vietnam’s Agriculture.
He also has more than 10 years of operating in the sugarcane industry.
• As a leading agricultural scientist in Vietnam, he has won a number of honorary awards, for
example, Professor of Agronomy (1980), Hero of Labor (1985), First Class Labor Medal (1986),
Merited Teacher (1990), People’s teacher (1999), etc.
• He has achieved global recognition: Canada’s Certicate of Recognition for his “Dedication and
Contribution to the World of Sciences” (1995), Frances’s “Chevalier de l’Ordre du Mérite Agricole
Medal” (1996), Japan’s Nikkei Asia Prize for Regional Growth (2002), Australia’s ASTD Derek
Tribe Award (2005), Certicate of Merit by Ministry of Foreign Aairs of Japan (2019), etc.
Some of his outstanding achievements in FY 2020-2021:
• Advising the BOD on solutions in agriculture to increase productivity and CCS for organic
sugarcane material areas in foreign countries, whose culture, customs, and soil conditions are
dierent from Vietnam;
• Advising the BOD on the strategy of cooperation and exchange of science and technology with
international institutes, R&D center for hi-tech agriculture;
• Advising on programs promoting climate-resilient sugarcane cultivation in the South and
projects utilizing the use of natural enemies for other industrial crops in areas with similar soil
and climate conditions.
Positions at other organizations (except parent company and subsidiaries):
• Acting Principal of Nam Can Tho University
Year of birth: 1940
Time of appointment
as BOD Member: October 2019
Ownership of voting shares at the Company:
0 shares, accounting for 0%
Year of birth: 1972
Time of appointment as Independent
BOD Member: September 2020
Ownership of voting shares at the Company:
100,000 shares, accounting for 0.016%
Qualications:
• Bachelor of Finance and Accounting
Employment history:
• 2020 - Present: Independent BOD Member, Thanh Thanh Cong - Bien Hoa JSC
• 2020 - Present: BOD Member, Ben Tre Import Export JSC
• 2018 - 2020: CIM Australasia Pty Ltd
• 2009 - 2019: BOD Member, Nova Group, Anova Corporation, Deputy General Director of
Novaland Group
• 2005 - 2007: Chief Commercial Ocer, PepsiCo ANZ
• 2003 - 2005: Chief Financial Strategy Ocer, PepsiCo Greater China
• 1999 - 2003: Chief Financial Planning Ocer, PepsiCo VN
Outstanding achievements:
• With over 25 years of experience in developing strategies in the FMCG and Real estate
industries, Mrs. Thuy Anh has made important contributions to align SBT’s 5-year “ Spreading
Wings “ strategy for the period 2021- 2025 with international standards.
• In 2015, Mrs. Thuy Anh established a name for herself in the dairy industry as General Director
of Anova Milk, a company whose powdered milk brand, Anka Milk, was ocially launched
in Vietnam in collaboration with Kerry Group (Ireland). Consequently, she would use her
extensive experience to develop eective strategy for SBT in order to increase its penetration
into the beverage market, maximize the sugarcane value chain, and thus increase the
Company’s protability.
Some of her outstanding achievements in FY 2020-2021:
• Advising the BOD on nancial management including capital growth strategy and planning;
• Advising on formulating strategies for developing new business lines and accessing new
markets as a member of the Strategy Committee;
• Reviewing and giving feedback to develop a complete implementation plan in each phase to
ensure long-term goals.
Positions at other organizations (except parent company and subsidiaries):
• BOD Member, Ben Tre Import Export JSC
75
TTC BIEN HOA
2020-2021 ANNUAL REPORT
FY 2020-2021 saw significant changes in Corporate Governance activities of TTC Bien Hoa. With the goal
of improving and optimizing the CG system, TTC Bien Hoa’s Board of Directors purposefully reformed the
Strategy and Human Resources Subcommittees, adding new functions, duties, and well-suited personnel.
As a result, the Strategy Subcommittee was reconstituted as the Strategy Committee, while the
Human Resources Subcommittee was reconstituted as the Nomination and Remuneration Committee.
Similarly, the appointment of Company’s Secretary was finalized, and the Audit Subcommittee was
reintroduced as the Audit Committee. CG was restructured at the time to ensure compliance with the
Company’s operations, the Vietnam Corporate Governance Code, and international best practices.
THE BOARD OF DIRECTORS’ REPORT
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Service time
Owned share as
of June 30
th
, 2021
Responsibilities Activities in FY 2020-2021 Monthly Remuneration
July 1
st
, 2020 -
June 30
th
, 2021
69,724,473
• Legal representative
• First spokesperson
• Head of the Strategy Committee
• Disclose information to the public.
• Develop medium and long-term development strategies.
• Lead fruit tree projects in Southeast region.
• Lead projects of agricultural extension and raw material area development.
VND70 million
July 1
st
, 2020 -
June 30
th
, 2021
4,313,163
• Second spokesperson
• Member of the Strategy Committee and Audit Committee.
• Responsible for advising on corporate development strategy.
• Help build and advise on the development strategies of the Company and its subsidiaries.
• Deputy Head of the Board responsible for digital transformation projects.
VND110 million
July 1
st
, 2020 -
June 30
th
, 2021
100,137,492
• Head of the Nomination and Remuneration Committee;
• Member of the Strategy Committee.
• Responsible for advising and developing strategies of sales and
marketing, and brand management.
• Help build and advise on the development strategies of the Company and its subsidiaries.
• Manage contributed capital and operations of subsidiaries and associates.
• Guide and complete projects of transformation and launching of Oracle Cloud ERP system.
VND120 million
July 1
st
, 2020 -
June 30
th
, 2021
1,572,000
• Head of the Audit Committee
• Responsible for risk management
• Supervise and provide independent opinions on CG activities of the BOD.
• Manage and control the nancial activities of the Company.
• Organize and supervise the Audit Committee’s activities.
• Manage project schedule and supervise the organization of the Project Management Board
• Supervise risk management throughout the Company.
VND70 million
July 1
st
, 2020 -
June 30
th
, 2021
970,198
• Member of the Nomination and Remuneration Committee
• Responsible for advising on CG
• Supervise CG activities of the BOD.
• Advise the BOD on strategies for planning and training successor and senior personnel.
• Develop personnel resource structure, remuneration and compensation policies for senior management.
VND70 million
July 1
st
, 2020 -
June 30
th
, 2021
0
• Member of the Strategy Committee
• Responsible for advising on agricultural development
• Advise the BOD on the development of raw material areas and farming techniques.
• Advise the BOD on the climate change mitigation with sugarcane in the Southern region and upscaling natural enemies’ approach for other
industrial trees at areas with similar soil and climate features.
VND70 million
September 9
th
, 2020 -
June 30
th
, 2021
100,000
• Member of the Strategy Committee and the Nomination and
Remuneration Committee
• Responsible for advising and developing expansion strategies into
global markets.
• Participate in building and provide guidance for FMCG business strategies.
• Participate in the M & A process to address CG strategy issues for investors during Diligence.
VND70 million
July 1
st
, 2020 -
June 30
th
, 2021
320,185 • Responsible for connecting CG activities
• Develop annual work plans for the BOD.
• Improve the Company’s procedures and activities, maintain communication between administrative departments.
• Act as a point of contact for Stakeholders and help address CG issues.
VND20 million
77
TTC BIEN HOA
2020-2021 ANNUAL REPORT
THE BOARD OF DIRECTORS’ REPORT (CONTINUED)
In FY 2020-2021, the Company sought approval of 2 Resolutions by 2 events of shareholders’ written opinion collection
in August and September of 2020, and 10 Resolutions at an AGM held in October 2020. Upon approval of 12 Resolutions
covering 34 material issues in total, the Company proceeded to complete 100% of resolutions as committed to its Shareholders
and Investors.
No. Resolution Approved contents Implementation
I
First collection of shareholders’ written opinions - August 2020
1
The resolution was approved by collecting the
shareholders’ written opinions.
• Change in number of BOD members
• Appointment of new independent BOD members
• Proposal to amend the Company’s Charter
• Proposal to amend internal CG framework
Completed
II
Second collection of shareholders’ written opinions - September 2020
1
The resolution was approved by collecting the
shareholders’ written opinions.
• List of nominees and self-nominees for independent BOD members
• Regulations on election of BOD members.
• Result: Appointment of 01 independent BOD member
Completed
III
Annual General Meeting of Shareholders for FY 2019-2020 - October 2020
1
Report on FY 2019-2020 activities and FY 2020-
2021 plans by the BOD
• Complete FY 2019-2020 key targets in CG, orientations and revenue and prot.
• Execute FY 2020-2021 activities
Completed
2
Report on FY 2019-2020 business performance and
orientations for FY 2020-2021 by the BOM
• Sugar consumption: Exceeded 1 million tons.
• Net revenue: VND12,889 billion
• PBT: VND512 billion
Completed
3
Report on FY 2019-2020’s activities and FY 2020-
2021 plans by the Audit Committee
• The Audit Committee fully discharged its roles and responsibilities specied in
the Company’s charter
• The Audit Committee continues to ensure eective organization of internal
audit, CG system, internal control, and ensure the fairness and truthfulness of
the reports
Completed
4
FY 2019-2020 Audited Financial Statement
• FY 2019-2020 Separate FS
• FY 2019-2020 Consolidated FS
Completed
5
Prot distribution plan for FY 2019-2020
• Budget for BOD activities in FY 2020-2021: VND15 billion
• Dividends in FY 2019-2020: 5% in cash or/and by shares
Expected to complete
by 2021
6
Business plan and Prot distribution plan for
FY 2020-2021
• Consolidated revenue: VND14,358 billion
• PBT: VND662 billion
• Appropriation for Development fund: 5% retained earnings
• Appropriation for Community fund: 2% retained earnings
• Appropriation for Compensation and Welfare fund: 5% retained earnings
• Budget for BOD activities in FY 2020-2021: VND15 billion
• Dividends in FY 2020-2021: estimated 6% -8% par value
Completed
7
Power of attorney on the selection of an independent
auditor for FY 2020-2021
• Among the auditing rms accepted by the Ministry of Finance and the SSC Completed
8
Remuneration of the BOD in FY 2020-2021
• VND15 billion Completed
9
Issuance of private shares
• TTC Bien Hoa oers private shares for working capital mobilization.
• Oer price: VND10,000/share
Upon the unfavorable
market insight, the
Company will be seeking
consultation with the GMS
to implement the plan in
the next FY.
10
Policy on the signing of the contracts and
transactions
• Sign contracts and transactions
• Grant loans or guarantees
• Trade securities
• Rent/lease properties
• Buy and sell agricultural products and materials
Completed
78
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
In FY 2020-2021, the BOD and Committees conducted 67 ordinary and extraordinary meetings - both online and face-to-face
- 47 of which, or 70% by the BOD; 4 of which, or 6% by the Audit Committee; 9 of which, or 19% by the Strategy Committee;
and 7 of which, or 10% by Nomination and Remuneration Committee. Regarding BOD-held meetings, 5/7 members participated
100%, one member participated 99% as she was appointed in September 2020, and the other member participated only
52% due to scheduling conicts with his pre-assigned responsibilities.
The BOD approved the issuance of 48 Resolutions and 7 Decisions, 8 of which were related to CG, 33 to Finance, 6 to Projects,
and 8 to Human Resources. All BOD decisions were made after careful consideration, in accordance with applicable law, in an
objective and transparent manner, and in the best interests of Shareholders, Investors, and Stakeholders.
Number of Resolutions and Decisions by the BOD in FY 2020-2021 Structure of Resolutions and
Decisions by the BOD in FY
2020-2021 by contents
Source: TTC Bien Hoa
No. Full name Title
Number of meetings
Training
course
The
Board of
Directors
Audit
Committee
Strategy
Committee
Nomination
and
Remuneration
Committee
Reason for
absence
1
Mrs. Huynh Bich Ngoc
• Chairwoman of the BOD
• Head of the Strategy
47/47 N/A 9/9 N/A
Full
participation
2
Mr. Pham Hong Duong
• Permanent Vice Chairman of the BOD
• Member of the Strategy Committee
• Member of the Audit Committee
47/47 4/4 9/9 N/A
Full
participation
3
Mrs. Dang Huynh Uc My
• Vice chairwoman of the BOD
• Head of Nomination and
Remuneration Committee
• Member of the Strategy Committee
47/47 N/A 9/9 7/7
Full
participation
4
Mr. Hoang Manh Tien
• Independent BOD Member
• Head of Audit Committee
47/47 4/4 N/A N/A
Full
participation
5
Mr. Henry Chung
• Independent BOD Member
• Member of Nomination and
Remuneration Committee
47/47 N/A N/A 7/7
Full
participation
Overseas
Residence
6
Mr. Vo Tong Xuan
• BOD Member
• Member of the Strategy Committee
20/47 N/A 9/9 N/A
Other pre-as-
signed duties
7 Mrs. Vo Thuy Anh
• Independent BOD member
• Member of the Strategy Committee
• Member of Nomination and
Remuneration Committee
46/47 N/A 9/9 7/7
Being
elected to the
Committee in
September 9
th
,
2020
Overseas
Residence
Details of meeting attendance of the BOD and the Committees:
Resolution Decision
2
4
6
8
10
12
Jul
4
Oct Nov
2020 2021
Dec Jan Feb Mar Apr May Jun
5
4
6
5
6
11
1 1
3
1
7
1
Governance Finance
Project Human Resources
60%
14.5%
14.5%
11%
79
TTC BIEN HOA
2020-2021 ANNUAL REPORT
THE BOARD OF DIRECTORS’ REPORT (CONTINUED)
EVALUATION OF THE COMPANY’S CORPORATE GOVERNANCE PERFORMANCE
EVALUATION OF THE BOARD OF DIRECTORS’ PERFORMANCE
The CG activities of TTC Bien Hoa placed a premium on sustainable
development. The Department of Social-Environmental
Sustainability (E&S) was established on March 26
th
, 2019 and is
led by Mr. Pham Hong Duong, the Board of Directors’ Permanent
Vice Chairman. Its primary function is to conduct and closely
monitor activities that adhere to international environmental and
social sustainability standards.
To this end, eorts to support local communities have been highlighted in order to preserve indigenous cultures
and optimize the environmental protection system, as well as to contribute to the development of local economies
and communities while pursuing business objectives of sustainable development through practical actions:
Focus on developing and optimizing the Sugarcane value chain, modelling conventional to organic farming methods,
maximizing the value of sugarcane for a broader by-product portfolio: bagasse, biomass power, microbial fertilizer,
molasses, etc. Sugarcane value chain diversication enabled SBT to exploit the full potential of materials yet minimizing
waste by-products during production while protecting the environment.
1
Introduce red-eyed bees as natural enemies for pest control. By actively doing research on breeding and releasing
swarms of red-eyed bees onto the elds, TTC Bien Hoa provided farmers an organic solution to control stem borers
without adverse eects on the environment nor pesticide residues on agricultural products. In pursuit of agricultural
modernization as well as environmental protection, TTC Bien Hoa has made great eorts to scale up this biological
approach with red-eyed bees for other types of crops under pressure of stem-borer threat.
2
The scal year 2020-2021 was
severely impacted by the Covid-19
pandemic. However, through
continuous eorts to build capacity
and persevere in achieving set goals,
the BOD was eective in fullling
its responsibilities with business
acumen and assertiveness - swiftly
activating Resolutions and Decisions,
boosting business performance, and
transforming obstacles into opportunities. Additionally, with the assistance of the
BOD, the BOM achieved outstanding feats such as Sugar output exceeding 1 million
tons for two consecutive years and highlights at the end of the scal year, exceeding
the BOD’s expectations;
Focus on nalizing the governance system towards international practices for
best Governance standards to promote transparency and protect the interests
of Shareholders/Investors and Stakeholders. With a risk management mindset
and readiness for any possible scenario, the BOD seized every opportunity amid
uncertainties, increased business eciency, mitigated commercial fraud risks, raised
compliance, and presented reliability in protection of Stakeholders’ interests;
During this scal year, the addition of new BOD members with years of expertise
and experience made a signicant contribution to the CG system and increased
professionalism and objectivity. The current BOD structure was strengthened by
the addition of three female members, or 43%, demonstrating the Company’s
commitment to gender equality and women’s leadership. Diversication of expertise,
perspective, gender, and capacity of each member aided signicantly in achieving
long-term eciency and sustainability goals.
80
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
EVALUATION OF AUDIT COMMITTEE’S PERFORMANCE
In FY 2020-2021, the Audit Committee fullled its oversight function
of the Company’s, Board of Directors’, and Board of Management’s
activities. Additionally, the Committee was responsible for verifying
nancial statements, monitoring information disclosure, and supervising -
maintaining - completing the internal control, risk management, internal
audit, independent audit, and Related-party transactions systems;
The Audit Committee successfully completed its mandate of monitoring
legal compliance, nancial statement fairness, integrity, and faithfulness,
audited nancial statements, and related standards, resulting in the
Company’s increased value. Although the Audit Committee operated
independently, it facilitated consulting services, assessed potential risks,
and promptly alerted the Board of Directors. In any case, the Committee
established itself as a critical component of the BOD’s risk management and
corporate governance activities;
With sucient capacity and resources, the Audit Committee rearmed
its operational capability in facilitating approved plans and enhancing
internal control and risk management systems in the most eective and
comprehensive manner possible.
EVALUATION OF STRATEGY COMMITTEE’S PERFORMANCE
In FY 2020-2021, the Strategy Committee actualized all assigned tasks
regarding advising the BOD on an ecient governance plan to make sure
the Company’s activities are in line with its medium-to-long-term strategies
of sustainable development;
In addition, the Strategy Committee brilliantly served its supervisory
role in the formulation and implementation of the strategies. Planning -
proposing - promoting the business and investment strategies were major
determinants of a successful FY 2020-2021.
EVALUATION OF NOMINATION AND REMUNERATION COMMITTEE’S PERFORMANCE
In FY 2020-2021, the Nomination and Remuneration Committee fullled
its key responsibilities in strategic human resource management, including
developing emulation and commendation policy and compensation
policy, as well as expanding to global markets;
Actively coordinate with the Strategy Committee to develop a 5-year HR
strategy “Spreading Wings” for 2020-2025. The Committee also advised
the BOD on navigating TTC Bien Hoa’s brand image in the domestic and
regional labor market to seek broader pool of qualied candidates;
Also in this FY, Mrs. Dang Huynh Uc My - Head of the Nomination and
Remuneration Committee introduced wise initiatives and decisions while
timely handling emergencies, enabling the Company to preserve its
image, supporting policies, and employee policies in the context of the
Covid-19 pandemic.
81
TTC BIEN HOA
2020-2021 ANNUAL REPORT
THE BOARD OF DIRECTORS’ REPORT (CONTINUED)
EVALUATION OF THE BOARD OF MANAGEMENT’S PERFORMANCE
Despite the devastation caused by Covid-19, the BOM’s impressive results for FY 2020-2021 demonstrated
its resilience and adaptability under the leadership of the BOD. As a result, the BOM made a concerted effort
to successfully complete assigned tasks and to enforce strict adherence to applicable law and Company
operating regulations. Additionally, the BOD recognized the BOM’s unwavering efforts in operations
management, job security at offices and factories to ensure a consistent supply chain, occupational
safety and health for employees during outbreaks, most importantly, always conducting business with a
strong sense of responsibility toward Stakeholders.
OBJECTIVES AND KEY ACHIEVEMENTS OF THE BOM IN FY 2020-2021:
Complete business plans
1
Implement key investment projects, update technologies for larger revenue, prot,
and optimize production costs
2
• Rooftop solar power project at 13 stations with a total installed capacity of ~ 12 MW;
• Monorock Sugar production project by member unit Bien Hoa - Dong Nai;
• Promote TTC Bien Hoa’s brand awareness in many ways such as product placement in TV shows, communications
through mass media, new product launch strategies and brand campaigns.
VND14,925BILLION
1.16
MILLION TONS
VND
3,000BILLION
CONSOLIDATED NET REVENUE
REACHED
SUGAR CONSUMPTION WAS
SUCCESSFULLY MOBILIZED
16% YoY and exceeding 4%
of the year plan
up 10%
on the capital market by issuing
VND700 billion of public bonds and
VND1,600 billion of private bonds,
and VND700 billion of medium-and
long term loans with competitive
interest rates
VND
784BILLION
46%
VND2,216BILLION
VND
20,471BILLION
PROFIT BEFORE TAX
ACHIEVED
MARKET SHARE WAS STABLE AT
GROSS PROFIT
WAS ESTIMATED AT
TOTAL ASSETS AS OF JUNE 30
TH
, 2021
REACHED
up 53% YoY and exceeding 18%
of the year plan
or a gross margin of 15%,
52% YoY;
up 14% compared to
the beginning of the year
ORACLE CLOUD ERP
SUCCESSFULLY DEPLOY THE
TO OPTIMIZE THE SUPPLY CHAIN AND ENHANCE THE
EFFICIENCY OF FINANCIAL MANAGEMENT
82
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
INCOME STRUCTURE, SERVICE TIME, AND TRAINING COURSES OF THE BOM AND OTHER FINANCIAL
MANAGEMENT OFFICERS
Accelerate the expansion of raw material areas, strengthen supporting activities with Sugarcane
growing partners
3
• The total area of raw material areas in Vietnam, Laos
and Cambodia increased to nearly 66,000 ha, CCS up
3%, and sugarcane yield up 5%;
• 3 consistent core supporting policies for Farmers/
Sugarcane growth customers: (1) Support with
investment funds, (2) Support with technical
assistance in farming, and (3) Support with purchase
price of sugarcane;
• R&D and application of science and technology in
sugarcane cultivation, enabling sugarcane cultivation
in TTC Bien Hoa’s raw material areas to be highly
intensive, enhance productivity, reduce costs and
sharpen sustainable competitive edges for integration;
• Activate the Knowledge management project in the
Agriculture division, and establish a Crop Science
Board to train and enhance crop science knowledge
for agricultural extension ocers;
• Continuously research on breeding options to protect
plants; produce sucient seedlings for raw materials
areas, do research on optimal farming techniques for
farmers, transfer the microbiological process level 1
Bio team to 2 member units, TTC Attapeu and TTCS
Gia Lai.
Promote R&D of new product lines and maximize the sugarcane value chain to meet the increasingly diverse
needs of Consumers
4
The Company continued R&D for new product lines, quality of Sugar products and by-products, and more convenient
packaging methods. In particular:
• Successfully research and launch the canned sugarcane juice Míaha - Refreshing energy from nature with 3 exclusive
avors: Sugarcane-Kumquat, Sugarcane-Apple, Sugarcane-Peach.
• Successfully research and launch 3 new sugar product lines and 1 sugarcane syrup.
• Present 6 new packaging designs which are stronger in brand identity, customer-friendly and eco-friendly;
Facilitate programs and encourage technology-driven improvement initiatives where 9 creative initiatives brought
about eciency in production activities.
No. Full name Title
Income
Date of
appointment
Training courses
Salary Bonus
A
1
Nguyen Thanh Ngu
CEO 70% 30% 11/2014
1. Vietnam CEO Forum 2020 - New Global Supply Chain - November 2020
2. The 12
th
Vietnam CFO Forum: Enhancing Business Resilience with a
Proactive Plan - November 2020.
3. ISO 45001 Training - December 2020
4. Incoterms 2020 - International Trade Finance - November 2020
5. Overview of ERP and digital transformation - Internal training -
June 2021
2
Doan Vu Uyen Duyen
Permanent Deputy CEO 70% 30% 2/2020
3
Huynh Van Phap
Acting Deputy CEO
-Division of Sales
70% 30% 6/2021
4
Nguyen Ngoc Van Quan
Acting Deputy CEO
-Division of Supply
70% 30% 6/2021
B
1
Nguyen Thi Phuong Thao
CFO 70% 30% 2/2020 1. The 12
th
Vietnam CFO Forum: Enhancing Business Resilience with a
Proactive Plan - November 2020.
2. IFRS Standards in Preparation of Financial Statements - June 2021
3. ISO 45001 Training - December 2020
4. Incoterms 2020 - International Trade Finance - November 2020
5. Overview of ERP and digital transformation - Internal training -
June 2021
2 Le Phat Tin Chief Accountant 70% 30% 1/2015
83
TTC BIEN HOA
2020-2021 ANNUAL REPORT
BOD STRATEGIC VISION
FY 2020-2021 is a banner year for TTC Bien Hoa in particular and the sugar industry in general, owing to signicant events such
as: (1) The world sugar price entered a recovery cycle; (2) The decision to impose a trade remedy tax on Sugar originating in
Thailand became eective; and (3) Covid-19 emerged in recent months. Each event presents its own set of unique challenges,
but thanks to the Company’s Board of Directors’ prudent development strategy and the constant eorts of its employees,
SBT has steadily stepped out with a clear head, with business results growing above the set plan and continuing to aim for
higher future milestones.
FY 2020-2021 marked the start of TTC Bien Hoa’s five-year strategic roadmap
dubbed “Spreading Wings “ for the period 2021-2025, with the goal of becoming
This is an extra mile of concentration combined with synchronized, methodical, and systematic
development in all aspects of the Company’s production and business operations. TTC Bien Hoa has
achieved initial success in implementing the strategy over the last year through sustained efforts.
SOLUTION PROVIDERS OF TRACEABLE AND SUSTAINABLE
AGRICULTURAL PRODUCTS
INDOCHINA’S LEADING
APPROPRIATE STRATEGY
FOR GLOBAL REACH
DEVELOP A COMPREHENSIVE SUPPLY
CHAIN MANAGEMENT PROCESS THAT
IS SUITED TO THE NEEDS OF A NEW
BUSINESS MODEL
RESTRUCTURE THE
DISTRIBUTION SYSTEM BY
LEVERAGING SYNERGIES
TRANSFORM INTO AN
INTERNATIONAL TRADING HOUSE
AND IMPORTER-EXPORTER
ACCELERATE ON
THE ROADMAP OF DIGITAL
TRANSFORMATION
UPGRADE SUGAR PRODUCTS,
ENERGY SOLUTIONS
FROM SUGARCANE
PRIORITIZE DEVELOPMENT OF
ORGANIC AGRICULTURE AND
ORGANIC RAW MATERIAL AREAS
84
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
O
rganic products have become a global consumer
trend in recent years due to their health benets
and environmental friendliness, ensuring
agriculture’s sustainability. In Vietnam, the trend toward
organic agricultural production has piqued the interest of
businesses, producers, and consumers, as food safety and
environmental protection requirements continue to rise.
TTC Bien Hoa has prepared for this trend by converting
industrial farming to organic farming. More precisely,
the Company has established a synchronous production
management system with the goal of safeguarding and
promoting the health of agro-ecosystems, including
biodiversity, biological cycles, and productivity.
At TTC Bien Hoa, the Agriculture division merged the
Mechanization Business Center and TTC Agriculture
Development JSC to form a new unit dedicated to specialized
agricultural solutions. From here, the solutions are tested on
large-scale farms to ensure their ecacy and to establish
additional sample elds to aid in the development and
spread of natural farming and care methods for farmers in
the surrounding area. In this model, the agricultural ocers of
the Company focus their expertise on agricultural extension
activities, simultaneously, collaborate with local communities
to implement numerous programs aimed at transferring
modern mechanization techniques and other safe biological
and micro-organism products to farmers.
The Company continued to promote the development of
organic material areas in Laos and Cambodia. With the vision
of extending the successful model at Attepeau to other new
areas, the intensive restructuring of agricultural resources
for the TTC Attapeu factory in Laos achieved positive results.
In particular, TTC Attapeu’s organic sugarcane material area in
FY 2020-2021 increased by 43% from FY 2019-2020, achieved
over 6,000 hectares. In the longer term, TTC Attapeu’s expected
harvested area will continue to expand in the coming years
to 14,000 hectares from FY 2025-2026 onwards, resulting in a
total sugarcane output of over 874,000 tons.
SBT’s goal is to provide energy solutions for customers starting with clean raw materials and more
than 50 years of manufacturing and processing experience. This is also the competitiveness of the
TTC Bien Hoa brand with a history of systematic and intensive R&D, in the context of international
integration, enabling it to meet the increasingly diverse and high-quality demands of Customers.
Following a successful R&D, the by-products entered
an implementation phase in FY 2020-2021, culminating
in the launch of Míaha canned sugarcane juice in late May
2021, with over 670,000 cans sold in a single month. This is an
extraordinary result of TTC Bien Hoa’s desire to bring the rst
canned sugarcane juice to the market in Vietnam, as well as
to put this traditional beverage in the hands of consumers.
By utilizing sugarcane in a convenient manner while
maintaining a high nutritional value, TTC Bien Hoa
has gradually optimized the sugarcane value chain,
contributing to the Company’s revenue and prot growth.
Following the success of FY 2020-2021, FY 2021-2022
R&D activities will continue to focus on energy solutions
rather than on manufacturing processes and technology as
traditionally. These solutions are expected to span the supply
chain, bring convenience to Customers and Partners and high
economical value for food and beverage production activities
Promoting the export of Mix Sugar products, aiming to
produce nearly 38,000 tons to be exported in FY 2021-2022.
HECTARES
TTC ATTAPEU’S ORGANIC SUGARCANE
MATERIAL AREA IN FY 2020-2021
6,000
PRIORITIZE DEVELOPMENT OF ORGANIC AGRICULTURE AND ORGANIC RAW MATERIAL AREAS
UPGRADE SUGAR PRODUCTS, ENERGY SOLUTIONS FROM SUGARCANE
85
TTC BIEN HOA
2020-2021 ANNUAL REPORT
From the third quarter of FY 2019-2020,
with the acquisition of the Singaporean
subsidiary, TTC Bien Hoa gradually
achieving the objective of becoming
an International Trading house.
The subsidiary in Singapore is expected to achieve 4 main goals:
• Represent TTC Bien Hoa in developing the export market with a focus on
China in FY 2021-2022, thereby diversifying the export product structure to this
billion-person market, with potential FMCG and retail products in addition to the
liquid Sugar which was launched in the previous scal year.
• Target the domestic market, particularly customers with high import volume
demand by leveraging in-house strengths in warehousing, after-sales support,
customer care, and technical consultation...
• Seek new export markets for TTC Bien Hoa’s organic products, leverage
TTC Attapeu’s advantages through tari incentives. The soil in the raw material
area and the production capacity of TTC Attapeu factory are expected to be the
Company’s primary supplier of Organic Sugar.
• Leverage its home advantage in Singapore, Asia’s and the world’s commercial
hub, to add value in areas such as nance, research and development, and sales.
BOD STRATEGIC VISION (CONTINUED)
I
n the context of a complex epidemic, ensuring that
the supply chain remains in place is a critical issue for
businesses, particularly manufacturing rms, because
the supply chain has a direct impact on all production and
business activities. Indeed, supply chain management is
inextricably linked to nearly every aspect of manufacturing
enterprises, from the planning, management of raw material
sourcing, and procurement to the manufacturing of nished
products from raw materials, and even to logistics and
coordination with partners, suppliers, intermediaries, service
providers, and Customers. As a result, eective supply
chain management enables businesses to gain competitive
advantages, establish a foothold in the market, advance their
strategy, and expand their reach.
In FY 2020-2021, Oracle Cloud ERP, implemented across the supply value chain, enabled the Company
to optimize a digital platform and establish a consolidated data flow, integrating technology into all
management activities from farming to production and distribution. SBT will promote technology
adoption in FY 2021-2022 to increase standardization and efficiency at each stage of the supply chain,
complementing the Company’s new, developing business model.
TRANSFORM INTO AN INTERNATIONAL TRADING HOUSE AND IMPORTER-EXPORTER
DEVELOP A COMPREHENSIVE SUPPLY CHAIN MANAGEMENT PROCESS THAT IS SUITED TO THE NEEDS
OF A NEW BUSINESS MODEL
86
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
July 1
st
, 2021 was the new fiscal year “eve”
marking a turning point in SBT’s digitization
journey as the Oracle Cloud ERP system was
officially set to go live and serve 22 business
units across four countries: Vietnam, Singapore,
Laos, and Cambodia.
TTC Bien Hoa continues to seek strategic partners who share
the Company’s philosophy and product characteristics in
order to optimize both parties’ distribution power and sales
costs, particularly in the General Trade channel with a lot of
room for improvement. Additionally, TTC Bien Hoa actively
seeks out and collaborate with partners in the development
of Sugar by-products, spices, sauces, syrup, and pure water
from distilled water cane as well as other energy solutions
such as natural nutritional drink, thereby to diversify
kitchen consumables and meet consumers’ ever-changing,
diverse needs.
The ERP system’s seamless integration into all operations,
from agriculture to manufacturing, logistics, and commercial
business, will result in a comprehensive solution for achieving
supply chain optimization while improving nancial
management eciency. While TTC Bien Hoa takes pride in
the results achieved with the system after more than 300 days
of going live, the company has set a more ambitious goal of
completing setting up an ecosystem using the integrated
smart technology platform within the next three years.
From infrastructure and applications to operations and
business orientation, we are working to position ourselves
as a leader in the eld of smart agriculture development
in Vietnam.
RESTRUCTURE THE DISTRIBUTION SYSTEM BY LEVERAGING SYNERGIES
ACCELERATE ON THE ROADMAP OF DIGITAL TRANSFORMATION
87
TTC BIEN HOA
2020-2021 ANNUAL REPORT
KEY TASKS IN 2021-2022
BOD STRATEGIC VISION (CONTINUED)
Acknowledging the accomplishments of FY 2020-2021, the entire SBT system
will promote “UPGRADATION”
3
through key tasks in the upcoming FY 2021-2022
PREPARATION
1
PROBLEM SOLVING
2
LEAN AND EFFICIENT
3
Enhance “PREPARATION”
Planning is no longer a short-term but medium-term task for the next 12 to 18 months. The more
detailed the plan, the more skilled the team must be.
• Operating forecasts of 12 to 18 months in length with a two-year horizon cover the rolling period
of sugarcane, production, and international trade cycles. This ensures the medium-term plan be
met and adheres to the long-term strategy;
• Enhancing human resources: equipping sta with “advanced” IFRS training and system operation
skills - how to use these tools to increase performance.
TASK 1
Concentrate entirely on PROBLEM SOLVING
in a turbulent socioeconomic environment
• Developing a comprehensive supply chain from “Farm to sales”, prioritizing balancing and
optimizing inventory at all stages;
• Enhancing the operational evaluation system by addressing risk appetite and information
security concerns, as well as streamlining the governance system, simplifying procedure and
ensuring technology-based evaluation.
TASK 2
Leverage technology tools to optimize operational eciency
and improve the quality of task forces - “LEAN AND EFFICIENT”
“A shared platform elevates an organization”-the philosophy is the foundation of SBT’s entire
operation, which is based on technology and service sharing - with an eye toward resource
optimization and specialization.
TASK 3
88
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FOCUS AND DETERMINE TO IMPLEMENT THE COMPANY’S ANNOUNCED STRATEGY “
SPREADING WINGS” TO 2025. IN PARTICULAR, THE COMPANY BELIEVES THAT
FY 2021-2022 IS AN APPROPRIATE TIMEFRAME FOR IMPLEMENTING M&A ACTIVITIES
AIMED AT EXPANDING THE MARKET AND STRENGTHENING THE COMPANY’S OPERATIONAL
CAPACITY, AS WELL AS REACHING OUT TO INTERNATIONAL MARKETS.
TASK 4 -
THE OMNIPOTENT
TASK
89
TTC BIEN HOA
2020-2021 ANNUAL REPORT
I
n FY 2020-2021, besides 2 independent
members who had served the previous
board, Mrs. Vo Thuy Anh joined as the third
independent member, pursuant to Resolution
by the General Meeting of Shareholders, no.
04/2020/NQ-ĐHĐCĐ, dated September 9
th
, 2020.
This increased the number of independent BOD
members to 3 of 7, or more than 43%, satisfying
the Vietnam Corporate Governance Code of Best
Practices for Public and Listed Companies, released
in August 2019.
Upon the appointment of Mrs. Vo Thuy Anh as
an Independent BOD member, TTC Bien Hoa
had its capability reinforced. In other words, the
members involved in the governance framework
had the requisite qualications and experience.
The Company ensures no single member or a
small subset of members can dominate and
manipulate the BOD’s decision-making process.
Each independent BOD member had over ten years of experience in the governing or executive role in nance, retail banking,
accounting, and auditing, in addition to over one year of BOD service. Each of the three independent members possesses the
skills and experience necessary to participate in boardroom discussions, assume the highest level of responsibility, and give aid
to the Audit Committee.
Independent Members of the BOD, FY 2020-2021
Mr. Hoang Manh Tien
Independent BOD Member
Time of appointment: July 2019
Head of Audit Committee
Time of appointment: October 2019
Mr. Henry Chung
Independent BOD Member
Time of appointment: October 2016
Audit Committee Member
Time of appointment: May 2018
Member of Nomination and
Remuneration Committee
Time of appointment: November 2020
Mrs. Vo Thuy Anh
Independent BOD Member
Time of appointment: September 2020
Strategy Committee Member
Member of Nomination and
Remuneration Committee
Time of appointment: November 2020
Besides capacity enhancement and operational efficiency, the BOD also made great efforts to
improve the governance system driven by the best practices in global governance. This aimed to
foster transparent relationships with Shareholders, Investors and Stakeholders.
REPORT FROM INDEPENDENT BOD MEMBERS
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MAIN ACTIVITIES PERFORMED BY INDEPENDENT BOD MEMBERS IN FY 2020-2021
I
n the last FY, all independent BOD members fullled their responsibilities by demonstrating independence and objectivity
during decision-making, and oered their expertise while exercising their duties. They acted in the company’s best interests
while adhering to the law, the Charter, and the Corporate Governance Code.
Independent members also ensured that the BOD made objective and prudent decisions on matters relating to the company’s
strategic decisions, development plans, changes, charter capital adjustments, capital contributions, stock issuance schemes,
investment plans, or solutions for market development, marketing, technology, and so on.
Especially when conicts of interest occured, these members provide eective
and objective supervision to BOM’s activities, balanced and prevented conicts of
interest, and protected the legitimate interests of Shareholders, notably minority
Shareholders.
According to their roles and responsibilities identied
by the BOD’s Charter, here were the key activities
that independent members involved in Corporate
Governance, Supervision, Internal control, and Auditing:
• Entrusted by the BOD to collaborate
with E&Y and lead the Risk
Management projects since the
second half of FY 2020-2021. Under
his direction, the Audit Committee
adopted the Risk Management
programs into its professional
activities in a sophisticated and
eective manner;
• Participated in building the
company’s risk appetite following the
BOD’ standpoint that “Out of adversity
comes opportunity”. In this sense, risk
reduction should not have been seen
as the sole goal of risk management.
Other goals included risk analysis,
optimizing the relationship between
risk and opportunity, and accepting
risks that met the company’s criteria.
• Ensured that the company continued
to follow international practices and
standards in Corporate Governance,
Supervision, Internal control,
and Auditing in order to achieve
transparency and eectiveness.
• Advised the development and
implementation of salary and
remuneration policies.
• Advised the BOM on strategies to
elevate TTC Bien Hoa’s visibility in the
local and regional labor markets and
widen the talent pool.
• Commented on the international-
standard job description matrix
of the entire company supported
the BOM to nalize and deploy
the Balanced Scorecard across the
company;
• Commented on the governance and
administration framework for human
resource management, which is set
to be deployed in the coming year.
• Advised and objectively
reviewed international-standard
5-year strategy throughout the
development;
• Engaged directly in the
development of new business
areas and new products (e.g.
Míaha canned sugarcane juice)
• Represented the company in
M&A processes and answered
questions from investors about
strategic management;
• Objectively reviewed and
finalized phase-based plans to
secure long-term goals.
1
Mr. HOANG MANH TIEN Mr. HENRY CHUNG Mrs. VO THUY ANH
2 3
91
TTC BIEN HOA
2020-2021 ANNUAL REPORT
EVALUATION ON THE ACTIVITIES OF THE BOD AND THE BOM IN FY 2020-2021
The BOD adopted a proactive and exible approach while guiding company strategies in response to the uctuations
of the Sugar industry at a domestic and worldwide scale, in order to hold the company’s development on course for the
set goals:
The BOM went to great lengths in governance activities, implementing the direction and plans assigned by the GMS
and the BOD, and achieved all business and nancial targets of FY 2020-2021.
Held all regular meetings to address issues according to management hierarchy; consistently guided and supervised
the implementation of the resolutions of the GMS and the BOD;
• Held 47 meetings; and issued 48 resolutions and 7 decisions, providing guidance on business activities in line with
the company’s development strategy;
• Undertook the implementation of the GMS resolutions.
The BOD demonstrated a high sense of responsibility and transparency in governance work; fully complied with
applicable regulations and aimed for international standards;
The BOD members carried out and supervised the implementation of strategic decisions on medium-term development
and annual plans of the company within the scope of assigned responsibilities;
Supervised the Company’s operations, the BOM’s operational activities, production and business plans, and annual
budgets; assigned tasks to the CEO according to management hierarchy.
1
Business results exceeded the set plans:
• Sugar output reached 1.16 million tons, up 10% compared to FY 2019-2020;
• Net revenue exceeded 4% of the plan;
• Prot before tax sat at VND784 billion, 18% higher than expected.
1
2
Fullled tasks in Agriculture, Manufacturing, and Sales assigned by the BOD;
2
3
Deployed the Oracle Cloud ERP platform (enterprise resource planning system that runs on cloud platform) for all
22 units in 4 countries, aiming to optimize the supply chain and improve nancial eciency;
3
4
Raised long-term funding of VND3,000 billion to support the capital restructuring, together with more than
VND1,200 billion of short-term capital by raising credit limit;
4
Promoted Bien Hoa brand name by leveraging multi-channel marketing; notably the resounding launch event of
Míaha sugarcane juice.
5
MEETINGS
47
MILLION
TONS
SUGAR OUTPUT REACHED
1.16
PROFIT BEFORE TAX SAT AT
18% HIGHER THAN EXPECTED
BILLION
784
NET REVENUE EXCEEDED
OF THE PLAN
4%
DECISIONS, PROVIDING GUIDANCE
ON BUSINESS ACTIVITIES
7
RESOLUTIONS
48
REPORT FROM INDEPENDENT BOD MEMBERS (CONTINUED)
VND
92
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In particular, independent BOD members proceed to develop a scenario-specic roadmap and policy framework that ensures
the company’s sustainable growth and best interests of Shareholders, Investors, and Stakeholders:
BUSINESS ORIENTATION FOR FY 2021-2022
Independent BOD members continue to assist the BOD in developing plans to accomplish key operating
objectives in FY 2021-2022, as well as developing 2021-2025 development strategies focused on
transforming TTC into “Indochina’s leading solution provider of traceable and sustainable agricultural
products” Independent members also help upgrade the system by adopting advanced technologies.
To continue to work alongside
the BOD and the BOM to make
timely and fair decisions that
cause no conicts of interest
among Stakeholders and balance
the interests between groups of
Shareholders;
To continue to propose informed
Internal Audit guidelines and
solutions, helping the company
to achieve targets in terms of
strategy and operation;
To support the BOM with
development strategies for new
business areas and B2C products.
1 2 3
TTC Bien Hoa’s preliminary meeting for the rst 6 months of the year
93
TTC BIEN HOA
2020-2021 ANNUAL REPORT
D
uring its operation, the Audit
Committee has successfully
accomplished its roles and
responsibilities and structured itself
to better t the Company’s practical
business conditions, regulations of
the Vietnam Corporate Governance
Code and international practices.
In detail, the Audit Committee has
demonstrated excellence in monitoring
and controlling the Company’s activities
in an independent and transparent
manner, thereby forming judgments
upon arising risks in FY 2020-2021 going
forward and timely alerting the BOD.
In FY 2020-2021, the Audit Committee
welcomes the new member
Mr. Pham Hong Duong, substituting
Mr. Henry Chung, under Resolution
No. 74/2020/NQ-HĐQT dated
November 9
th
, 2020. In other words,
the two-member committee retains
full capacity and expertise in CG
activities, with the Chairman of the
Audit Committee having a strong
background in auditing and risk
management and the other member
being an economics and nance
expert with extensive international
work experience.
In FY 2017-2018, with respect to the plan to improve the CG model according to international practices,
TTC Bien Hoa introduced the Audit Committee, formerly Audit Subcommittee, under the BOD as per
Resolution No.74/2020/NQ-HĐQT dated November 9
th
, 2020
REPORT BY AUDIT COMMITTEE
The 2 member Audit Committee witnessed a change in FY 2020-2021
as follows:
Independent BOD member
Head of Audit Committee
Time of Appointment: Oct. 2019
Ownership rate: 0.25%
Roles and Responsibilities:
• Formulate action plans for Audit Committee;
• Oversee Audit Committee to perform its roles and responsibilities;
• Advise Internal Audit Committee on its duties;
• Propose extraordinary BOD meetings in the event of violation against
applicable legal regulations and the Company’s Charter.
1
Mr. HOANG MANH TIEN
Deputy BOD Chairman
Audit Committee Member
Time of Appointment: Nov. 2020
Ownership rate: 0.68%
Roles and Responsibilities:
• Perform duties assigned by the Head of Audit Committee;
• Assume accountability before the law, to the GMS and the BOD for accuracy
and truth in the Company’s operating data and records.
2
Mr. PHAM HONG DUONG
Independent BOD member
Audit Committee Member
Time of Appointment:
Member until Nov. 2020
Ownership rate: 0.15%
3
Mr. HENRY CHUNG
AUDIT COMMITTEE’S MEMBERS
AND STRUCTURE
BCTC
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During this fiscal year, the Audit Committee aided the Board of Directors significantly in carrying out its
supervisory responsibilities for risk management, financial statements, independent audit, and corporate
governance in a satisfactory and effective manner. TTC Bien Hoa increased business efficiency, mitigated
fraud risks, promoted compliance, and maintained credibility in policies to Stakeholders, including
Shareholders and Investors, under the Audit Committee’s independent supervision and control.
AUDIT COMMITTEE’S ROLES AND RESPONSIBILITIES
MAIN ACTIVITIES IN FY 2020-2021
The Audit Committee of TTC Bien Hoa operates in accordance with applicable law and the CG Code of best
practices as well as their roles and responsibilities. The committee members rely on their backgrounds and
expertise to perform their duties and to maintain their independence and objectivity during operation, but not on
any personal or professional relationships or potential conicts of interest.
1
The Audit Committee has full authority to review any issues in all activities of the Company (and its aliated
companies), to access information and documents, and to request the BOM for attentive participation.
2
The Audit Committee ensures that Internal Audit resources are adequate for assigned duties and solicits
cooperation/participation from other Company resources to ensure the internal control system’s stability
and eciency.
3
95
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT BY AUDIT COMMITTEE (CONTINUED)
VERIFYING FS, REVIEWING
INFORMATION DISCLOSURE
SUPERVISING ACTIVITIES OF THE COMPANY,
THE BOD AND THE BOM
Implementation
• Attend the BOD’s meetings and discussions, or directly discuss
and exchange with BOD members assigned to specic areas of
operations;
• Supervise the disclosure of periodic and extraordinary
information;
• Supervise the Company’s activities via the BOM’s operation and
the BOD’s Responsibility Assignment mechanism on the BOM;
• Join CEO (and/or BOM members) in in-person exchanges and
meetings.
• Monitor operations and maintain an eective presence
through direct communication with the Chief Financial Ocer,
Chief Accountant, Head of Internal Audit and Head of Risk
Management and Compliance;
• Supervise through direct and indirect reporting channels, and
consultancy services from Independent audit rms.
• Attend all BOD’s meetings;
• Supervise compliance in the Company’s activities under the
Charter, applicable Law, and internal regulations;
• Advise, supervise and improve CG activities in accordance with
international practices such as the Vietnam CG Code of best
practices, ASEAN Scorecard, OECD Principles of CG;
• Document all provided services between the Company,
member companies and TTC Group, fostering transparency in
relations with Investors;
Implementation
• Verify semi-annual and annual FS;
• Review Quarterly and semi-annual FS;
• Train and update on IFRS for managers and employees at the
parent company and its subsidiaries, paving ways for IFRS
adoption;
• Information disclosure process complies with Circular 155/2015/
TT-BTC providing guidelines for information disclosure on the
securities market, and information disclosure requirements of
Ho Chi Minh Stock Exchange
Outcomes
• Disclose transparent information and data to Shareholders,
Investors, Clients and Partners;
• FS was true and fair, compliant with existing accounting
standards and schemes, consistently aligned with accounting
policies, thoroughly explained with relevant details;
• Quarterly FS was reviewed by Audit Committee for higher
reliability before disclosure;
• No extraordinary items/changes were detected in revenue and
prots;
• No particularly material transactions and extraordinary related-
party transactions were detected;
• No material and unreasonable errors nor frauds were found;
• The Committee reviewed, evaluated and found Independent
Auditor’s ndings and recommendations to have no material
impact on the FS preparation and disclosure, as well as agreed
on immediate measures to improve the BOM’s performance
(and Stakeholders, if any);
• Raise awareness and broaden knowledge among management
and employees at the parent company and its subsidiaries,
paving the way for IFRS adoption;
• Boost CG eciency and compliance with information disclosure
requirements for publicly traded companies, while assisting in
the development of an ERP-based accounting system.
• No violation of information disclosure was found.
Outcomes
• Resolutions issued by the BOD were ensured to comply with
applicable legal regulations, and the Company’s Charter, and
in accordance with the development orientation approved by
the AGM.
• Stay informed and briey verify the authenticity of information
disclosure;
• Stay informed and ensure compliance with guidelines and
Resolutions of the BOD;
• Stay informed with the Company’s business activities; review
operational decisions for appropriate authority and compliance
with regulations and Resolutions of the BOD;
• Stay informed and timely advise on pressing issues and potential
risks at the Company;
• Resolutions of the AGM and the BOD were implemented
properly and fully;
• The Company’s activities complied with the applicable law and
internal regulations;
• Strengthen commitment to CG standards through the
commitment of the BOD, Code of conduct, and CG Practice;
• Improve the performance of the BOD through increasing
the number of the independent BOD member; dening and
emphasizing the obligations of each Member according to the
assignment of responsibilities;
• Strengthen the BOD’s role in ensuring the BOM’s accountability.
Results of Internal control by Audit Committee, FY 2020-2021 on latest practices
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Implementation
• Review current regulations of the Company;
• Supervise activities of Internal audit and Risk management;
• Evaluate compliance and eciency in the implementation of
Internal control and Risk management;
• Advise and propose to improve control points, ensuring stable
and eective operation and prevent risks;
• Monitor the implementation of developing of ERP system,
Go-live Phase 1;
• Continue to improve Risk management system.
SUPERVISING, MAINTAINING AND REINFORCING
INTERNAL CONTROL AND RISK MANAGEMENT
SUPERVISING INTERNAL
AUDIT ACTIVITIES
Outcomes
• Business processes were issued, updated, communicated and
managed by specialized departments. Internal audit results
proved that compliance with current processes is more positive
than in the previous FY;
• Compliance and control were consolidated to identify and seize
opportunities, optimize operational eciency, clearly describe
responsibilities for an appropriate and comprehensive risk
management process, build procedures to provide information
on how to identify, analyze, evaluate, handle, and avoid risks;
• Material risk portfolio was updated, developed and amended to
be aligned with the applicable regulations on risk management;
• Self-assessment and control was maintained and improved
through specialized departments - Risk Management and
Compliance;
• Steady improvement was indicated in risk management report,
with no incidence of no material risks during the FY;
• Risk management system was improved, so that not only the risk
management framework could be upgraded and optimized, but
an ERP-enabled risk management tool could aid signicant depth
to decision-making in the Company, its subsidiaries, farms and
projects;
• Eciency and eectiveness of the Internal control system and the
CG was ensured;
• Three lines of defense was established under COSO principles
and is in eective operation; complying with legal regulations, the
Company’s Charter and internal regulations as well as CG Code of
best practices;
• Employees, step by step, learned and assumed responsibility
for internal control and risk management issues, especially by
assessments which monitored internal control system in most
business processes, compliance with units/subsidiaries, and
regular and irregular releases of risk management;
• Internal control mechanism was embarked upon since the start
of FY 2020-2021: ERP system (which went live from July 1
st
2021),
along with authorization controls on the Company’s key systems;
while integrated applications such as FRM, CRM were optimized.
• Quality management system to foster reliability was maintained
and monitored regularly including product quality and food
safety, energy and environment, occupational health and safety,
QHSE-certied units’ capacity, and social responsibility;
Implementation
• Be functionally dependent and under the independent
supervision of the Audit Committee;
• Approve and supervise the implementation of annual auditing
plan, review the Operational regulations and internal audit
methods;
• In the course of developing criteria to evaluate the internal
audit’s performance while the internal audit experimentally
assesses the HR quality in FY 2020-2021.
Outcomes
• Internal audit operated eectively based on risk assessment,
adhered to the international standards and best practices;
• The coordination between CEO and Audit Committee in the
functional management of Internal audit helps Internal audit
promote well its role, ensuring enforcement and supporting
units in internal control and risk management before, during
and after tasks;
• Switching from compliance auditing to consulting units in
optimizing Internal control system (Risk management and
Internal control) produced good results which are worth
continuing;
• FY 2019-2020 Internal Audit plan was completed within available
resources, albeit turbulence posed by the Covid-19 pandemic;
• Internal Audit results indicated audited units complied with the
law and internal regulations, which was more positive than the
last FY;
• Units responded positively to the internal audit’s
recommendations and implemented accordingly in a timely
and concentrated manner, visualized through detailed plans,
and supervised by internal audit post-audited;
• The Audit Committee was in the course of developing criteria
to evaluate the internal audit’s performance while the internal
audit experimentally assessed the HR quality in FY 2020-2021.
97
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT BY AUDIT COMMITTEE (CONTINUED)
SUPERVISING RELATED-PARTY
TRANSACTIONS
SUPERVISING INDEPENDENT
AUDIT SERVICES
Implementation
• Regularly review the Related-party transactions;
• Evaluate and ensure full reporting of information pertaining to
Related-party transactions.
Implementation
• Advise on the selection of Audit rms with respect to
requirements in competence, capacity, independence, and
compliance with ethical standards of services;
• Monitor independent audit, work with Independent auditors
to gain insight into audit results, review FS, and auditor’s
opinion letter.
Outcomes
• Transactions were conducted with transparency and governed
by market prices, the applicable law, the Company’s Charter,
and Related-party transaction regulations;
• Transactions were conducted with fairness and without bias.
Outcomes
• FS auditing maintained its independence and objectivity;
• Credibility from Shareholders and Investors; Company’s
reputation and image were enhanced;
• Information was made transparent and reliable for users;
• Prescribed audit deadlines were met;
• A detailed qualication review was performed to assure
independence of each of the independent auditor nominees,
who were expected to have no aliation or nancial interest
with the Company and/or member companies;
• Audit rm’s credibility and expertise was considered to ensure
they could manage the scale and scope of the Company and/
or member companies
Results of Internal control by Audit Committee, FY 2020-2021 on latest practices (continued)
AUDIT COMMITTEE’S MEETINGS
No. Date Keynotes Voting rate
1
November 30
th
2020
Audit Committee guided to nalize the work schedules, roles and responsibilities,
and operation regulations of each Committee.
100%
2
March 15
th
2021
Audit Committee coordinated with BOM in supervising legal issues related to
Risk Management activities of the Agricultural Project in Cambodia.
100%
3
June 11
th
2021
Audit Committee participated in controlling activities with Investment Council
and Asset Liquidation Council, eectively managing the assets in Agricultural
machinery, equipment and land, and consistently following SBT’s 5-year strategy.
100%
4
June 28
th
2021
Discussing Agricultural contracting, and issuing contracting criteria and
indicators by region to mitigate potential risks.
100%
The Audit Committee held four ocial meetings, as detailed
in the minutes for FY 2020-2021. The majority of members
performed their duties, despite the Covid-19 pandemic, by
actively exchanging information via telecommunications
such as email, phone calls, or social media in order to provide
timely advice on arising issues.
98
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AUDITORS IN THE LATEST 5 YEARS
ERNST & YOUNG VIETNAM LIMITED COMPANY
1
FY
2016-2017
2
FY
2017-2018
3
FY
2018-2019
4
FY
2019-2020
5
FY
2020-2021
Auditor’s opinion: VALIDITY AND RELIABILITY
TRAINING COURSES
In FY 2020-2021, Audit Committee’s members attended
training and self-training sessions such as:
Audit Committee Master Program 2 (GEP-ACMP2) provided
by Vietnam Institute of Directors (VIOD);
Regular follow-up courses on related formal documents
issued by Government agencies;
Self-study course of CPA/CIA;
Courses for updates on tax and accounting standards.
1
2
3
4
99
100
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT FROM OTHER COMMITTEES
UNDER THE BOARD OF DIRECTORS
TTC Bien Hoa quickly established the Strategy and HR
Subcommittees, as well as the Audit Subcommittee, under
the BOD in order to improve business operations, optimize
corporate governance, and make decisions consistent with
the principles of accountability, prudential decision-making,
and timeliness. The BOD allowed each Subcommittee
to conduct self-evaluation and then convenes a formal
meeting to review each Subcommittee’s and the BOD’s
annual performance. The BOD conducted an accurate,
candid, thorough, and objective review of each member’s
performance.
I
n FY 2020-2021, in response to the increasingly
stringent requirements for proactiveness and
professionalism in operations and critical
strategies, the BOD thoroughly reviewed and
decided to reform the two Subcommittees under
their control by forming two new Committees,
adding more functions and duties, and appointing
more suitable, capable, and experienced
personnel. In particular, the BOD established
a Strategy Committee in place of the Strategy
Sub-committee in Resolution No. 74/2020/NQ-
HĐQT dated November 9
th
, 2020 and established
the Nomination and Compensation Committee
in Resolution No. 74/2020/NQ-HĐQT dated
November 9
th
, 2020, then changed its name to
Nomination and Remuneration Committee in
place of the HR Subcommittee in Resolution
No. 212/2021/NQ-HĐQT dated June 28
th
, 2021.
100100
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The Strategy Committee has five members, with the BOD Chairwoman as Chairwoman and the Permanent
Vice Chairman, Vice Chairwoman, a member, and an Independent Member as members.
STRATEGY
COMMITTEE
No. Full Name
Position in
the BOD
Position
In the
Committee
Time of
Appointment
Duties and responsibilities
1
Mrs. Huynh Bich Ngoc
Chairwoman
of the BOD
Head Nov. 2020
Ultimately responsible for
strategies.
2
Mr. Pham Hong Duong
Permanent
Vice Chairman
of the BOD
Member Nov. 2020
Responsible for developing a
strategy for sugarcane technology
research and development, as well
as new products from time to time.
3
Mrs. Dang Huynh Uc My
Vice Chairwoman
of the BOD
Member Nov. 2020
Responsible for developing a
strategy for the Management
System and Information
Technology Infrastructure for the
Company and its subsidiaries
4
Mrs. Vo Thuy Anh
Independent
Member of the BOD
Member Nov. 2020
Responsible for developing
a strategy for Foreign market
development.
5 Mr. Vo Tong Xuan Member of the BOD Member Nov. 2020
Responsible for the Company's
Applied Agricultural Research.
DUTIES AND RESPONSIBILITIES MAIN ACTIVITIES IN FY 2020-2021
• Approve the vision, mission, and long-term
goals towards sustainable development;
• Propose eective management options for
the Company to achieve long-term strategic
goals;
• Supervise the development, implementation,
and deployment of strategies;
• Be responsible for developing transaction
policies for parties involved;
• Be responsible for developing CG reporting
system;
• Participate in the planning, proposal, and
promotion of business and investment
strategies;
Developed and announced the Company’s ve-year strategy for the
period 2020-2025 in October 2020, as well as categorize the Company’s
core activities into three broad categories to focus development resources,
including the core sector of Sugarcane and two newly developed sectors
of High-tech Agriculture and Expanded Consumption (participating in
the beverage industry with sugarcane-derived products);
Guided and supported the BOM in developing a set of criteria for
evaluating the strategy’s implementation;
Participated in M&A activities, prepared sucient funds to implement
the 5-year strategy as a member of the Committee:
• Collaborated with the BOM to develop a set of documents that
introduce the Company’s core values and potential development;
• Collaborated with the BOM to complete the 5-year nancial
strategy in line with international standards;
• Introduced nancial institutions and international partners involved
in strategy implementation to the BOM;
1
2
3
101
TTC BIEN HOA
2020-2021 ANNUAL REPORT
Meetings in FY 2020-2021
No Date of Meeting Contents
1
September 8
th
, 2020 Working session on the inventory reduction strategy
2
September 11
th
, 2020 Working session on potential market penetration strategy
3
September 16
th
, 2020 Working session to present to the Board of Directors on the Consumer channel's business strategy - B2C
4
October 6
th
, 2020 Working session on Agriculture strategy
5
October 8
th
, 2020 Working session on Supply and Mechanization Business Strategy
6
October 14
th
, 2020 Working session on the Microbial Fertilizers strategy
7
October 19
th
, 2020 Working session on determining the strategy's nancial expenses
8
April 23
rd
, 2021
Working session on the work assignments of the BOM and to put the Sugarcane Juice Project's
work into action
9 Jun 14
th
, 2021
Working session on identifying sources for business strategy following the implementation of the
Trade Remedies Tax
Hold working sessions to review
strategy implementation, update
the results of the rst FY 2020-
2021, and provide appropriate
solutions to accomplish the
specied strategic objectives for
the following FYs;
Participate in the criticism and
develop a medium-term (18
months) implementation plan for
the two newly formed strategic
sectors (High-tech Agriculture
and Consumption), in addition to
short-term plans to ensure long-
term goals;
Assign representatives to
participate in the Company’s
M&A process in order to
provide strategic management
information to Investors during
the Due Diligence stages.
1 2 3
REPORT FROM OTHER COMMITTEES UNDER THE BOARD OF DIRECTORS (CONTINUED)
ACTIVITY ORIENTATION IN FY 2021-2022
102
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
The Nomination and Remuneration Committee consists of 3 members: the Head of the Committee
is the Vice Chairwoman of the BOD, and 2 other members are Independent Members of the BOD
No Full Name Position in the BOD
Position in the
Committee
Time of
Appointment
Duties and responsibilities
1
Mrs. Dang Huynh Uc My
BOD Vice
Chairwoman
Head Nov.2020
Be responsible for engaging in the
development of HR management
strategies.
2
Mr. Henry Chung
BOD Member Member Nov.2020
Be responsible for developing
policies for evaluation, emulation,
reward, and benets
3 Mrs. Vo Thuy Anh
BOD Independent
Member
Member Nov.2020
Be responsible for the
development of international HR.
DUTIES AND RESPONSIBILITIES
MAIN ACTIVITIES IN FY 2020-2021
• Develop the Corporate Governance model;
• Develop HR management strategy;
• Review the CEO and the BOM’s remuneration,
as well as the method of evaluating the CEO
and the BOM’s performance;
• Introduce, evaluate, and supplement
resources to assist the BOM;
• Review remuneration of BOD and Committee
members;
• Propose criteria and an evaluation procedure
for the quality and competency of BOD
members, the CEO, and Senior managers;
• Develop training programs for members of
the BOD, BOM and Senior managers;
• Advise the Board of Directors on each division’s
personnel structures and prepare human
resources for senior leadership positions;
• Assist in the establishment of a structure,
compensation, and bonus policy to attract,
retain, and promote the activities of members
of the Management and Executive apparatus
in a high-eciency manner;
• Create recommendations and conduct annual
evaluations of corporate governance policies, as
well as supervise corporate governance issues.
Participate along with the Strategy Committee in developing an
appropriate human resource strategy for the period 2021-2025
based on the 5 Year “Spreading Wings” strategy, which includes the
nomination of high-quality candidates, the supplementation of BOM
resources, and the planning of strategic sectors such as High-Tech
Agriculture (TTCAD) and Consumption (Bien Hoa Consumers);
Advise the BOM on orientations to develop TTC Bien Hoa’s image in
the domestic and regional labor markets in order to widen candidate
pools and attract talents:
• Participate in international awards for international human resource
activities;
• Increase collaboration with domestic and international universities
in areas such as research, internship facilitation, and scholarships.
Share thoughts on the entire system’s job description matrix,
including information on comparison criteria with relevant industries
in the country and region. Assist the Executive Committee in nishing
and deploying the Balanced Scorecard for the entire system;
Nominate Mrs. Dang Huynh Uc My, who will directly join the Covid-19
Crisis Management Committee to represent the Board of Directors
in making decisions to address crises that are highly relevant to the
Company’s general operation and image:
• Develop a special working policy to deal with the pandemic and
protect the source of nal products (special control regime for the
workforce directly tied to the factory);
• Develop policies to assist employees aected by the pandemic,
as well as a roadmap to overcome pandemic hardship, and assign
implementation to the BOM.
1
2
3
4
NOMINATION AND
REMUNERATION
COMMITTEE
103
TTC BIEN HOA
2020-2021 ANNUAL REPORT
Meetings in FY 2020-2021
No Date of Meeting Contents
1
September 7
th
, 2020 Working session on problem identication and analysis for the division of supply
2
September 9
th
, 2020 Working session on problem identication and analysis for the process of accelerating change
3
September 17
th
, 2020 Working session on nancial model orientation
4
September 29
th
, 2020 Working session on the orientation of new business models
5
October 2
nd
, 2020 Discussion session with the ERP Project Board
6
November 30
th
, 2020 Working session to revise the Company's Organization Chart
7 April 23
rd
, 2021 Working session for discussion and feedback on the Mechanization Business Organization Chart
Improve the Board of Directors’ eectiveness:
Propose solutions to transform the human resources
system into “elite and lean”:
• Assign duties to BOD members;
• Develop a set of KPIs for each member of the BOD;
• Develop and distribute periodic reports and
evaluations;
• Organize courses to exchange and update socio-
economic information, particularly courses on
sustainable development criteria.
• Provide feedback on the human resource management
module’s management and administration framework,
which is scheduled to be deployed in the new scal year.;
• Participate in consultations with the BOM to develop an
appropriate compensation and bonus policy following
the conclusion of the Digital transformation phase.
1. 2.
According to the general policy of the new FY, which is “upgrading the entire enterprise”, the Committee
will focus on developing work plans to improve the performance of the BOD, as well as looking for new
effective ways of working for the Company in line with the “new normal.”
REPORT FROM OTHER COMMITTEES UNDER THE BOARD OF DIRECTORS (CONTINUED)
ACTIVITY ORIENTATION IN FY 2021-2022
104
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
TTC Bien Hoa continued to be named in Vietnam’s Top 50 leading brands,
which was announced for the fifth time by Forbes Vietnam. This is the
second consecutive time for the Company to be recognized for its effort
in maximizing the Sugarcane value and providing top comprehensive and
sustainable agricultural solutions in the Indochina region.
LEADING BRANDS IN 2020”
AWARD BY FORBES VIETNAMTOP
50
105
TTC BIEN HOA
2020-2021 ANNUAL REPORT
CODE OF CONDUCT
Corporate culture refers to one of the impactful core
values contributing to business competitiveness and
sustainable growth, given the industry 4.0 developments.
Digital transformation pushes businesses to increase
access to information, develop a deeper understanding
of the information provided, and offer more information
to consumers and stakeholders in a professional manner.
At TTC Bien Hoa, leaders uphold corporate culture as
the North Star that shines the way to sustainable,
stable growth.
A
t the beginning of FY 2018-2019, with the consultancy of
International Finance Corporation (IFC) - member of the
World Bank Group, TTC Bien Hoa’s BOD ocially released the
Code of Conduct. After three years of implementation, it came to TTC
Bien Hoa’s understanding that the Code of Conduct was an eective
measure for creating a distinctive corporate culture, towards a
workable structure that would help to bind the Company closely
with (1) Shareholders/Investors, (2) Farmers/Suppliers, (3) Customers,
(4) Sta, and (5) State agencies/Community/Society:
Indeed, the Code of Conduct oers crucial assistance in improving company good practices and reducing the governance gap
between TTC Bien Hoa and major regional corporations. The well-structured Code of Conduct was applied consistently with both
the company’s specic operation and applicable legislation, as well as the business and society’s legal, ethical and cultural values.
1
SHAREHOLDERS/
INVESTORS
2
FARMERS/
SUPPLIERS
4
STAFF
3
CUSTOMERS
5
STATE AGENCIES/
COMMUNITY/SOCIETY
IN A COHERENT MANNER
106
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
The Code of Conduct lays the moral groundwork
for the organization, equipping employees
with the tools necessary to apply ethical values
to service and peer engagement, as well as
to contribute ideas. The Code of Conduct
acts as a structure for managing human
resources and strengthening the integrity of
workers in both action and work activity, helping to establish the desired
corporate culture. The work environment at TTC Bien Hoa is becoming
unprecedentedly dynamic, attracting young talented managers who
are creative, modern-minded, and prioritize eciency above all else. All
ideas are given appropriate consideration by the management board in
order to encourage improvement, maximize their personal value while
remaining within the bounds of work ethics. These activities will promote
the Company’s progress along the direction established in the Company’s
Vision and Mission.
Additionally, the Human Resources Department’s training to improve the
quality and performance of employees always incorporates the Code of
Conduct’s communication and behavior rules into training programs
distributed to employees, particularly new recruits, in order to onboard and
guide their behavior in accordance with the Company’s professional culture,
etc. In the long run, a distinct culture and a healthy work environment
could be established, thereby attracting additional talent.
The Code of Conduct was clearly and
comprehensively conveyed to the Company
as a whole. Besides being implemented
within the organization, the Code of Conduct is also disseminated to
Partners, Suppliers, Customers, Farmers and Stakeholders of TTC Bien Hoa.
This ensures that all Related-party transactions obey the standards and
principles maintained by the Company.
Rules on grievance procedures have been posted on the Bulletin Board and
localities of representative oces, factories, farms, material areas, etc. The
input boxes were placed outside TTC Bien Hoa’s factories and warehouses,
allowing employees and stakeholders to submit feedback and complaints.
Additionally, the Company established additional channels such as “Hotline”
and “Suggestion box” to solicit input from employees. The Head of Internal
Audit is the recipient of this information. In FY 2020-2021, the Company
received no Code of Conduct grievances.
COMMENTS OF THE HUMAN RESOURCES DEPARTMENT FOR FY 2020-2021
ASSESSMENT OF INTERNAL AUDIT FOR FY 2020-2021
107
TTC BIEN HOA
2020-2021 ANNUAL REPORT
The Covid-19 pandemic has
immensely and profoundly
hit all countries around the
world as major economies
suffered unprecedented plunges
in decades. In such a gloomy
atmosphere, TTC Bien Hoa
perseveres in building internal
core values with risk management
being the top focus, which renders
a guideline for the Company’s
sustainable development over the
years as well as its exceptional
performance to conclude FY
2020-2021.
RISK MANAGEMENT
STRUCTURE
GENERAL
MEETING OF
SHAREHOLDERS
Risk establish
Risk guarantee
Risk manage
Risk enforce
Risk reporting channel
2 way information exchange
RISK MANAGEMENT
Internal Audit
Audit Committee
RISK MANAGEMENT
CHIEF EXECUTIVE
OFFICER
BOARD OF
DIRECTORS
Division of Operations Division of SupplyDivision of B2C Sales
Division of Production -
Agriculture
Division of SalesDivision of Agribusiness
RISK OWNER
108
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
TTC Bien Hoa always aims to fulll its commitments to generate higher value for Shareholders
by ensuring sustainable prot growth, maintaining the top market position, and achieving
the AGMS’s business plans. However, to accomplish these objectives, the Company will not
compromise its integrity, core values, and reputation as well as endanger the consumer’s health
and safety, product quality risk, and legal risk.
TTC Bien Hoa, with the consultancy service of Ernst & Young Co., Ltd, continuously improves and
optimizes its existing risk management system in accordance with ISO 31000 standard.
RISK MANAGEMENT POLICY
PREVENTIVE DETECTIVE CORRECTIVE
ESTABLISH MANAGE GUARANTEEENFORCE
Risk establish
Including:
Board of Directors
• Approve risk structure and risk management policies.
• Monitor and review risk management structure eectiveness.
• Provide instructions, approve risk tolerance and risk appetite statement.
• Provide risk assessments and risk mitigation strategies.
1
Risk manage
Including:
Risk management department,
and Coordinator team
• Review risk assessment results of risk owners.
• Coordinate eorts to implement risk management activities.
• Promote risk awareness through meaningful activities.
• Establish guidelines on risk management methods and processes.
2
Risk enforce
Including:
Risk owner
• Detect, assess and rank risks in areas of responsibility.
• Propose and implement action plans to control risks.
3
Risk guarantee
Including:
Audit Committee and
Internal Audit Department
• Supervise and evaluate the implementation of risk management system.
4
Structure Roles - Responsibilities
Source: TTC Bien Hoa
THE SYSTEM OPERATES WITH 4 LAYERS
AND 3 RISK CONTROLS
109
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORTING STRUCTURE IN RISK MANAGEMENT PROCESS AND BUSINESS PROCESS
Source: TTC Bien Hoa
Routine business process
Risk management process
Coordination
RISK MANAGEMENT (CONTINUED)
RISK
COORDINATION
AFFILIATE & COMPANY
BOD MEMBER
IN CHARGE
OF RM
CEO
RISK
MANAGEMENT
MEMBER
DEPUTY
CEO
RISK
BU
RISK
COMPANY
EMPLOYEE EMPLOYEE
UNIT
HEAD
DIVISION
HEAD
BU CEO
UNIT HEAD
BOD
110
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
In FY 2020-2021, based on the
Company’s current practices and
consultancy from Ernst & Young Co.,
Ltd., TTC Bien Hoa adopted responsive
policies to detect, assess, analyze and
handle risks - Covid-19 pandemic risk,
in particular - in a proactive and timely
manner. This enabled the Company
to reduce risk likelihood and remain
resourceful with control measures
against all kinds of risk.
Last FY’s main activities include:
• Review and update the Company’s risk portfolio based on Strategy -
Operation - Finance - Compliance.
• Carry out prevention measures of Covid-19, minimize its impact, maintain
business continuity, ensure employees’ occupational safety and health.
• Build risk management capacity for management levels through
workshops provided by Ernst & Young Co., Ltd.
• Communicate and advise on risk management activities via regular,
extraordinary and specialized bulletins.
• Complete policy and process as well as dene methods and techniques
for risk management.
• Consistently develop risk management capacity for teams and
coordinators.
RISK MANAGEMENT ACTIVITIES IN FY 2020-2021
ANALYSIS OF MATERIAL RISKS IN FY 2020-2021
The Company’s
management regularly
conducts assessments
alongside routine
business activities, thereby
identifying material risks
and their severity levels on
operations. Last FY’s risk
analysis is as follows:
Severity level
High
Moderate
Low
(*) Excerpted from TTC Bien Hoa’s material risk portfolio
MACRO
AND MARKET
RISKS
RISK IN
AGRICULTURAL
ACTIVITIES
RISK IN
IMPLEMENTATION
OF
TRANSFORMATION
PROJECTS
INFORMATION
SECURITY
RISK
BRAND RISK
ENVIRONMENTAL
RISK
COMPLIANCE
AND LEGAL
RISK
RISK IN
HUMAN
RESOURCES
MANAGEMENT
CREDIT
RISK
PAYMENT
RISK
INTEREST
RATE
RISK
COVID-19
PANDEMIC
RISK
111
TTC BIEN HOA
2020-2021 ANNUAL REPORT
MATERIAL RISKS RATE WITH HIGH
SEVERITY, ALONG WITH CORRESPONDING
CONTROL MEASURES AND RESULTS
IN FY
2020-2021
FY 2020 - 2021 began with the second
wave of Covid-19 consuming Da Nang
in July 2020. Despite temporary control,
the outbreak ared up at the end of April
2021, and showed no sign of ceasing
since. Given the circumstances, TTC Bien
Hoa posits the pandemic risk being a
direct threat to employees’ occupational
safety and health and to the Company’s
operational continuity.
• TTC Bien Hoa imposed multiple measures in order to
control the outbreak and minimize its impact on the
Company’s personnel and activities. Since the early days,
the BOD has established a Crisis Management Committee
to quickly and timely react to pandemic incidents. Aided by
the BOM, the Crisis Management Committee developed,
issued and presented scenario-specic guidance for
outbreak control and response.
• Response measures are formulated on following factors:
Factory - Oce - Farm Management; Human Resource
Management - Communications; Facilitation of eective
communication with Stakeholders; Development of
exible working methods; Technology application and
Data management.
COVID19
PANDEMIC
RISK
1
The price of raw Sugar input saw
uctuations due to supply shortage and
shipping disruption in the wake of global
pandemic of Covid-19. At the same time,
Vietnam Government ocially issued
decisions on trade remedies and imposed
anti-dumping duties on a number of
sugar products imported from Thailand.
In addition, competitive pressure from
Sugar factories across Vietnam was also
taken into consideration.
• TTC Bien Hoa continued to introduce a wide range of
support aiming to expand the sugarcane material areas,
thereby gaining further control on material input. For
raw materials, the Company also determined purchase/
sales strategies for input reserve based on analysis of price
uctuations; time series analysis to forecast and analyze the
impact of policies (if any) on prices as well as projections.
• In addition, in coping with competitive pressure, TTC Bien
Hoa considered the quality of products and customer
services as determinants to strengthen its brand
positioning. Other measures taken against this risk were
new distribution channels and a broader product portfolio.
• The Company’s investment in transformation projects,
with a focus on digitalization, also helped to manage costs
and resources, thereby reducing production costs while
gaining itself a competitive edge in the market.
MACRO
AND MARKET
RISKS
2
Risk
Control MeasureRisk Interpretation
RISK MANAGEMENT (CONTINUED)
112
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Vietnamese Sugar factories ran the shared
risk of declining raw material areas over
the past years. The identied cause is its
declined protability as sugarcane faces
erce competition from other crops,
namely rubber, cassava, custard-apple, or
fruit trees. Mechanization has yet to reach
the elds uniformly due to farmland
fragmentation. In addition to climate
change and soil erosion, other hazards
from diseases to pests (uncontrollable
risk factors) all contributed to challenges
in Sugar production and increased costs
in risk controls.
• The Company’s key solution to risk prevention included
developing investment policies to support existing
raw material areas, while converting other areas, which
currently were occupied by other crops. Agricultural
extension activities regarding fertilization, irrigation and
harvest always emphasize the Factory’s supporting role to
farmers in widening their prot margins from sugarcane
cultivation. To assist mechanization and technology
application, the Company also introduced a number
of policies on re-planning and re-organizing elds in
fragmented growing areas.
• Agricultural lease policy also took eect in a wide range
of TTC Bien Hoa’s farms during the year to increase
productivity.
• The Company also increased funding for research of new
sugarcane varieties, fertilizers, cultivation processes, and
sugarcane monitoring technology.
RISK IN
AGRICULTURAL
ACTIVITIES
3
Risk
Control MeasureRisk Interpretation
The last FY witnessed the implementation
of a large number of transformation
projects, in which the centrality was
placed on the digital transformation
project, where separate ERP systems
were integrated into one. Identied
risks arising during the course included
schedule risk, performance risk, cost risk,
and above all, change management risks
during roll-out.
• To manage the implementation of transformation
projects, the Company adopted the Project Management
Board model with multiple phases: Assessing current
status (Vision) - Determining the future model (Validate)
- Building system (Construct) - Training & testing (Deploy) -
Transforming data & operating (Evolve & Go-live).
• KPMG, a Big 4 consulting rm, with Oracle Cloud ERP
solution was selected to help minimize systematic risks.
• In the course of implementation, the project timeline
was continuously updated, analyzed and reviewed by the
Project Management Board, specialized functional groups,
and implementation partners to ensure timely delivery
with specic solutions.
• The Project Management Board developed protocols for
communication, scope management plan and scope
change procedure to avoid derailment from the approved
scope, planning and budget.
• Change Management Team, working under the Project
Management Board, was also reinforced with personnel
from TTC Bien Hoa and KPMG. The main activity is to assess
project implementation and its impacts on Stakeholders
as well as the Company’s operations, thereby proposing
appropriate control measures. Change management
solutions varying from survey, communication, HR policies
training are deployed by project personnel as well as all
other employees of the Company.
RISK IN
IMPLEMENTATION
OF
TRANSFORMATION
PROJECTS
4
113
TTC BIEN HOA
2020-2021 ANNUAL REPORT
TTC Bien Hoa’s IT system recently has
recorded attacks by hackers with the
intention of data theft and system
disruption. In addition, disinformation
on mass media and social networks
left adverse impacts on TTC Bien Hoa’s
business activities. Leakage, loss of
information or system damage are
among high risks that were identied
and mitigated during the year.
• Regularly carrying out communication activities to raise
sta’s awareness on the signicance of information security.
Regulations on information disclosure, procedures for
handling condential information, usage and protection of
IT equipment and information resources were introduced
during the year.
• Deploying technical solutions to protect and maintain
an IT infrastructure by using vulnerability scanning
software; regularly updating latest versions; encoding and
duplicating data for storage purpose; installing antivirus
and rewall softwares. The best defense measure for the
Company to minimize damages caused by hackers is
having scenario-driven solutions at hand.
INFORMATION
SECURITY
RISK
5
For FY 2021-2022, TTC Bien Hoa will continue to promote risk management activities on the established
system and upgrade the risk management system in various areas, including staff members, techniques,
processes and technology. This aims for best risk management practices in the wake of the raging
Covid-19 pandemic around the world.
RISK MANAGEMENT PLANS FOR FY 2021 - 2022
To identify and incorporate
operational risks from units into
the Corporate risk prole; Monitor
the implementation of action
plans designed for these risks.
To continuously update risk
policies, hold seminars and
workshops for risk management
training, maintain periodic risk
management bulletins.
To carry out risk management for
major activities such as project
investment, strategic operation,
or crisis handling.
1 2 3
RISK MANAGEMENT (CONTINUED)
Risk
Control MeasureRisk Interpretation
Source: TTC Bien Hoa
114
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
TTC Bien Hoa believes that legal compliance is critical to ensuring transparency and fairness in its dealings
with Shareholders/Investors, Employees, Sugarcane partners/growers, Customers, and State regulators,
in order to achieve sustainable development goals and maximize profit.
THE IMPORTANCE OF LEGAL REGULATIONS IN THE
COMPANY’S OPERATIONS
LEGAL COMPLIANCE
T
he new and changing law and legislation always have impacts on virtually every aspect of the companies’ production and
sales activities, specically in the establishment, management, production, sales, employment, cooperation relationships
with Partners, sales relationships with Customers, etc. Therefore, legal compliance in business activities to prevent legal
risks from arising is the obligation, responsibility, and a critical business motto that companies in general and TTC Bien Hoa,
in particular, must fulll.
Keeping pace with changing legal regulations
in consequence of ever-changing business environment
- turning “CHALLENGE” into “TRIUMPH”
115
TTC BIEN HOA
2020-2021 ANNUAL REPORT
LEGAL ENFORCEMENT AND COMPLIANCE
T
hroughout the scal year, Vietnam Sugar industry has continued to face international integration challenges, most
notably the inequity in competition with Thailand-imported Sugar. These diculties become more apparent following
the abolition of the tari quota on ASEAN-imported Sugar in accordance with Circular 23/2019/TT-BCT dated
January 1
st
, 2020, posing diculties for Sugar manufacturing companies in general, and TTC Bien Hoa in particular, as well as
Sugarcane farmers throughout the country.
Additionally, FY 2020 - 2021 has seen the Covid-19’s severe impact on the majority of international and domestic companies
for the second time. TTC Bien Hoa and other businesses face the same risk of business disruption if a positive Covid-19 case is
discovered in their factories or oces.
The following are some highlights:
Since the outbreak of the Covid-19 in early 2020, the Government has promptly issued several mechanisms, policies,
and solutions on prevention and control measures to support people and businesses, ensure living conditions, health
care, and support companies, employees, to ensure the dual target of both containing the Covid-19 and boosting
economic development. These can include Resolution No.68/NQ-CP dated July 1
st
, 2021 on several policies to
support employees and employers facing diculties due to the Covid-19, Resolution No.107/2020/QH14 on an
extension of the time limit for agricultural land use tax exemption prescribed in the Resolution No.55/2010/QH12
dated November 24
th
, 2010 of the National Assembly on agricultural land use tax exemption and reduction amended
and supplemented by the Resolution No.28/2016/QH14 dated November 11
th
, 2016 of the National Assembly. TTC
Bien Hoa also timely kept up with and implemented these regulations on operation, sales, specically the success
in adapting the stay-at-work mode to accomplish the dual target of both containing the Covid-19 and boosting
economic development, accommodated the high demand consumption of Sugar from the domestic market during
the pandemic, hence stabilizing daily necessities price.
2
TTC Bien Hoa has contributed to signicant policies for Sugar industry operations. Typically, on September 20
th
, 2020,
when the Ministry of Industry and Trade initiated an investigation into the application of anti-dumping and anti-
subsidy measures on several Sugar products that originated from Thailand, TTC Bien Hoa together with its subsidiaries
regularly cooperate with investigation bodies to provide information, data, opinions and with great support and
belief that this is an extremely sound, legal, and reasonable decision from the Government. On June 15
th
, 2021,
the Ministry of Industry and Trade issued Decision No.1578/QĐ-BCT imposing an ocial anti-dumping duty
of 42.99% and anti-subsidy duty of 4.65% on a certain Thailand-originated Sugar products, Vietnam Sugar
industry nally gain a fair chance to compete with them. This Decision not only helps to eliminate the inequality in
competition between Vietnam’s and other regional countries’ Sugar industry, Thailand in particular, but also enables
Vietnam Sugar industry to gradually recover, to fulll the goal of developing an in-depth value chain sustainably, and
to realize the goal of restructuring the agricultural industry from 2021 to 2025 as set out by the Prime Minister.
1
TTC Bien Hoa, however, is still able to pave a solid path to overcome these difficulties and challenges due
to the Company’s preparation, the Leaders’ prompt instructions and initiatives to properly respond to
these above-mentioned double impacts.
LEGAL COMPLIANCE (CONTINUED)
116
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
In terms of executing laws on enterprise, securities, corporate governance, TTC Bien Hoa has made timely changes to
adapt to the changes in laws and the vigorous transformation of the economy, society, and technology. In particular,
TTC Bien Hoa amended the Company’s charter and internal regulations on Corporate Governance to organize
Annual General Meeting online according to the guidance of Resolution No.155/2020/NĐ-CP on detailing and
guiding the implementation of several articles of the Law on Securities 2019; timely prepared drafted regulatory
documents to amend the existing ones in relations with information disclosure of public company following Circular
No.96/2020/TT-BTC dated November 16
th
, 2020 of the Ministry of Finance guiding the disclosure of information on the
securities market; leveraged new regulations on the issuance of corporate bonds to the public according to Resolution
No.155/2020/NĐ-CP to successfully issue 7,000,000 bonds to the public.
3
CONTINUOUSLY UPDATING INTERNATIONAL TREATY
To expand exports and go global, it is critical to understand Free Trade Agreements (FTAs). It not only
positions TTC Bien Hoa to seize any opportunities that present themselves and make sound business
decisions but also enables the Company to take advantage of all preferential policies aimed at assisting
FTA member countries in exporting to potential markets.
LEGAL COMPLIANCE PLAN IN FY 2021-2022
Comply with the laws and regulations, in particular with the laws that aect the Company’s operations.
1
Intently monitor the actual circumstances, actively contribute ideas, establish policies, legislations with have a direct
impact on the production, operation activities of the Company. Thereby, timely adjusting to adapt and legally apply
new policies issued by the State in a way that Vietnam’s Sugar industry as well as Sugar business nationally, including
TTC Bien Hoa, can get the most benet out of it.
2
Continue the pioneering goal to apply “digital” in the operation and governance of the Company in association with
the implementation of law regulations legally and timely in a way that mostly benets the Company. In particular, to
pay great attention to develop and apply technology systems for digital signature, electronic signature, eContract, and
arrangement method for Annual General Meeting online in a modern and skillful way.
3
117
Investor Relations (IR) is a critical link of TTC
Bien Hoa’s Sustainable Development strategy. IR
activities go beyond the need to provide public
information and serve as a point of contact for
Investors and Shareholders; they also play a key
part in the strategy of developing brand value and
assisting the Investor community in assessing the
business’s worth. Good IR practices will be a lever for raising the company’s profile. In the last FY, the
Covid-19 pandemic disrupted society in general and businesses activities in particular, but TTC Bien Hoa
did not let social distancing influence IR activities or, more significantly, timely information updates to
Investors/Shareholders and Related parties.
TTC BIEN HOA
2020-2021 ANNUAL REPORT
INVESTOR RELATIONS
ENSURE FULL TRANSPARENCY, EQUALITY AND THE INTERESTS OF
INVESTORS/SHAREHOLDERS
INVESTOR RELATIONS ACTIVITIES IMPLEMENTED IN FY 2020-2021
TTC Bien Hoa’s IR activities are based on the Company’s core
values, including:
In FY 2020-2021 TTC Bien Hoa constantly, proactively
prepared and carried out various IR activities to maintain
regular communication and protect the interests of Investors/
Shareholders and other stakeholders based on:
The Company’s Charter;
Circular No. 96/2020/TT-BTC guiding the disclosure of
information on the securities market on November 16
th
, 2020;
Regulations of the State Securities Commission, the Stock
Exchange and the Vietnam Securities Depository Center and
relevant legal documents;
The goal toward achieving best practices and standards
including ASEAN Corporate Governance Scorecard, Principles
of Corporate Governance of OECD, etc.
COMMUNICATE THE COMPANY’S VALUES TO CURRENT AND POTENTIAL INVESTORS/SHAREHOLDERS
No. DISCLOSE INFORMATION PROACTIVELY AND TRANSPARENTLY DIVERSIFY COMMUNICATION CHANNELS
1
Disclose information in accordance with current regulations and aim for
higher international standards
•
Company website
•
Web portals of SSC, HOSE and HNX
2
Proactively disclose information, which is deemed to have material
impact on the interests of Investors/Shareholders
•
Company website
•
Email to Investors/Shareholders and
Financial experts
3
Ensure there is no gap between disclosed information to Investors/
Shareholders and the Company's actual activities and performance
4 Proactively publish information in English and Vietnamese
• Company website
• Web portal of SSC, HOSE and HNX
• Email to Investors/Shareholders and
Financial experts
Eciency Creativity Integrity Ownership Pioneering
and commitment to information disclosure, where we uphold
HONESTY  PROMPTNESS  TRANSPARENCY.
118
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
ENHANCE THE MARKET VALUE AND LIQUIDITY OF STOCK THROUGH THE “LANGUAGE OF FINANCE”
No. DISCLOSE INFORMATION PROACTIVELY AND TRANSPARENTLY DIVERSIFY COMMUNICATION CHANNELS
5
•
Audited annual nancial statements
•
Semi-annual nancial statements review
•
Financial statements according to IFRS standards
•
Interpretation of quarterly nancial statements
•
Company website
•
Web portals of SSC, HOSE and HNX.
•
Email to Investors/Shareholders and
Financial experts
6
Annual report according to international standards IIRC and audited by
Internal Audit
7
The Sustainability Report is integrated into the Annual report in
accordance with the international standards of GRI
8
Meet all HOSE’s stringent screening criteria to remain in key indexes
including the VNSI 20, as well as ETFs and other Indexes in Vietnam.
•
Mass media
•
Newspaper
9
Exchange information with reputable stock analysts to support securities
companies in publishing Short notes, Earning Flash, Research Report
relevant to the valuation of SBT shares.
• Investment conferences organized
by securities companies or via online
platforms
• Organized by SBT
PROACTIVELY ENGAGE WITH INVESTORS/SHAREHOLDERS
No. DISCLOSE INFORMATION PROACTIVELY AND TRANSPARENTLY DIVERSIFY COMMUNICATION CHANNELS
10
Update the Company's performance highlights via email to Investors/
Shareholders and Financial experts
•
Company website
•
Email to Investors/Shareholders and
Financial Professionals
11
Organize analyst conferences, conference calls with Investors/
Shareholders and Financial experts
•
Organized by SBT face-to-face or via
online platforms
12
Proactively participate in domestic and international capital market
events organized by reputable nancial institutions
• Face-to-face or online conferences
for investment and domestic and
international capital markets
• Q4 FY 2020-2021Separate and Consolidated FS
• Interpretation of Q4 FY 2020-2021 FS
• FY 2020-2021 Corporate Governance report
• FY 2020-2021 Separate and Consolidated FS
• Participation in SSI Sugar Tour, held by SSI
• FY 2020-2021 AGM
• FY 2020-2021 Annual report
• Q1 FY 2021-2022 Separate and Consolidated FS
• Interpretation of Q1 FY 2021-2022 FS
• Investor newsletter for Q1 FY 2021-2022
July 2021
September 2021
October 2021
November 2021
• Q2 FY 2021-2022 Separate and Consolidated FS
• Interpretation of Q2 FY 2021-2022 FS
• FY 2021-2022 Semi-annual Corporate Governance report
• Roadshow organized to attract potential Investors,
VIP Shareholders and Analysts.
• FY 202-2022 Semi-annual Separate and Consolidated
FS for review
• Investor newsletter for Q2 FY 2021-2022
• Participation in Investors meetings organized by
securities companies
• Q3 FY 2021 - 2022 Separate and Consolidated FS
• Interpretation of Q3 FY 2021-2022 FS
• Investor newsletter for Q3 FY 2021-2022
• Participation in Investors meetings organized by
securities companies
February 2022
March 2022
April 2022
May 2022
June 2022
January 2022
EXPECTED
FINANCIAL
CALENDAR FOR
2021-2022
FY
119
TTC BIEN HOA
2020-2021 ANNUAL REPORT
WELL-
IMPLEMENTED
179
/
184
STANDARDS
WITH 8 NEWLY
IMPROVED AREAS
~
97
%
140
/
146
STANDARD AREAS
12
/
13
BONUS AREAS
25
/
25
PENALTY AREAS
ASEAN SCORECARD COMPLIANCE
20%
40%
60%
100%
80%
90
93
97
69
77
92
96
100
100
Standard Area Bonus Area Penalty Area
ASEAN
CORPORATE
GOVERNANCE
120
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
TTC BIEN HOA
2020-2021 ANNUAL REPORT
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
In the Standard Area particularly, “Disclosure and Transparency” was fulfilled with all 32 standards met;
and the same went for the Penalty Area as the Company 100% achieved 25/25 standards. The unmet
standards were set to improve in the short-term (<1 year) and the medium-term (1-3 years), meaning no
area under long-term improvement prospects nor unfulfilled.
LEVEL 1 LEVEL 2
146 Standard areas
Well-implemented:
140/146
13 Bonus areas
Well-implemented:
12/13
25 Penalty areas
Well-implemented:
25/25
IN FY 20202021,
THE COMPANY COMPLETED
STANDARDS
WITH 8 NEWLY IMPROVED AREAS,
ACCOUNTING FOR
WHICH WAS A 5% RISE IN PERSPECTIVE
WITH 171184 STANDARDS LAST YEAR.
179/184
97%
Source: TTC Bien Hoa
Asean Scorecard Compliance
Unit: % FY 2018-2019 FY 2019-2020 FY 2020-2021
20%
40%
60%
100%
80%
90
93
97
69
77
92
96
100 100
Standard Area Bonus Area Penalty Area
ASEAN SCORECARD IN FY 2020-2021
Source: TTC Bien Hoa
97% 100%
REPORT AND ANALYSIS OF CORPORATE GOVERNANCE PRACTICES
BASED ON ASEAN CORPORATE GOVERNANCE SCORECARD
IMPLEMENTATION OF ASEAN SCORECARD
92%
121121
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT AND ANALYSIS OF CORPORATE GOVERNANCE PRACTICES
BASED ON ASEAN CORPORATE GOVERNANCE SCORECARD (CONTINUED)
Area
Assessment
results
Rationale
A. RIGHTS OF SHAREHOLDERS
Approve the plan to pay dividends to shareholders
FY 2019-2020 AGM - October 2020:
• Approve the dividend payout ratio of 5% in cash or/and in shares
Exercise rights of shareholders
First collection of shareholders’ written opinions - August 2020:
• Propose to amend the Charter
• Propose to amend internal CG framework
Is the approval of additional share issuances?
FY 2019-2020 AGM - October 2020:
• Approve the private placement
Approve remuneration or any increases in
remuneration for BOD members
FY 2019-2020 AGM - October 2020:
• FY 2020-2021 Remuneration of the BOD and Company’ Secretary: VND15 billion
Nominate and elect BOD members
First collection of shareholders’ written opinions - August 2020:
• Change the number of BOD members
• Elect the new independent BOD member
Vote in absentia
First and second collection of shareholders’ written opinions - 2020:
• Exercise the voting rights by voting in writing or through an authorized representative
FY 2019-2020 AGM - October 2020:
• Exercise the voting rights by voting in person, through an authorized representative,
or remotely
Receive notices of AGMs and give written opinions
at least 21 days in advance
First and second collection of shareholders’ written opinions - 2020:
• Receive notices within 21 days
FY 2019-2020 AGM - October 2020:
• Receive notices within 21 days
Receive information, rationale and interpretation
regarding AGM documents
First and second collection of shareholders’ written opinions - 2020:
• Bilingual statements (English - Vietnamese) presented issues with rationale and
specic information
FY 2019-2020 AGM - October 2020:
• Bilingual statements (English - Vietnamese) presented issues with rationale and specic
information
Receive AGM minutes and resolutions via public
disclosure
First and second collection of shareholders’ written opinions - 2020:
• The vote counting minute and the AGM resolutions were published in both English
and Vietnamese within 24 hours after the counting was done, and suciently presented
the number of votes in favor, votes against, abstained votes and blank votes for each
agenda item
FY 2019-2020 AGM - October 2020:
• AGM minutes and resolutions were published in both English - Vietnamese within
24 hours since the meeting ended, along with documents recording all questions raised
by shareholders and answers given by the Chairman of the meeting during the discussion
session. They also suciently presented the number of votes in favor, votes against,
abstained votes and blank votes for each agenda item
IMPROVEMENT ON TTC BIEN HOA’S IMPLEMENTATION OF ASEAN CORPORATE GOVERNANCE SCORECARD
IN FY 2020-2021
Well-implemented: (>=70%) Fairly-implemented: (40%-69%)
122
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Area
Assessment
results
Rationale
B. EQUITABLE TREATMENT OF SHAREHOLDERS
Notices and documents of AGM
First and second collection of shareholders’ written opinions - 2020:
• Forms of written consent of shareholders in English - Vietnamese were delivered
through and by e-mail to each shareholder. The information was also available on the
Company website
• Bilingual AGM statements (English - Vietnamese) presented issues with rationale
and specic information, which was also available on the Company website
FY 2019-2020 AGM - October 2020:
• Invitations was delivered to each shareholder through registered mail, and was available
on the Company website
• Bilingual AGM statements (English - Vietnamese) presented issues with rationale
and specic information which was also available on the Company website
Disclosure of AGM resolutions of each separate item
First and second collection of shareholders’ written opinions - 2020:
• Bilingual resolutions (English - Vietnamese) were published within 24 hours after the vote
counting was done, and suciently presented separate items
FY 2019-2020 AGM - October 2020:
• Bilingual resolutions (English - Vietnamese) were published within 24 hours after
the meeting ended, and suciently presented each separate item
Disclosure of BOD nominee’s information
Second collection of shareholders’ written opinions - September 2020:
• The list of nominated or self-nominated candidates, with corresponding proles,
for BOD members and independent BOD members
• Regulation on the election of BOD members
• Voting results of 2 BOD members-elect and 1 independent BOD member-elect, along with
their proles
A Committee of independent BOD members review
material related-party transactions
• Audit Committee consisting of independent BOD members assumed this responsibility
under organizational and operational regulations of Audit Committee
BOD members’ and key executives’ related-party
transactions
• Internal CG regulations - Article 23.9: BOD members were precluded in voting on
related-party transactions if the subject involved the said members or relevant parties
• FS, CG reports and annual reports in the BOD’s FY 2020-2021 report: Sucient disclosure
of related-party transactions
• Charter - Article 35.7: Related-party transactions with a value greater than 35% of the
total assets in the most recent FS were approved by disinterested shareholders with right
to vote
C. ROLE OF STAKEHOLDERS
Sustainability report
• Sustainability report incorporated in FY 2020-2021 Annual report in accordance with
the Sustainability Reporting Standards GRI
Community interaction, social responsibility, and
employee policy
• FY 2020-2021 Annual report: “Social Topic”
123
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT AND ANALYSIS OF CORPORATE GOVERNANCE PRACTICES
BASED ON ASEAN CORPORATE GOVERNANCE SCORECARD (CONTINUED)
Area
Assessment
results
Rationale
Information channels for Shareholders/Investors
• Website: Contact us, Investor Relations tabs
• FY 2020-2021 Annual report: Contact information
• Other communication channels such as “Hotline”, “Online suggestion box”, etc. also were
facilitated and directly managed by the Head of Audit Committee
Disclosure of policies and practices for protection of
Shareholders’ interests.
• Code of Conduct - Article 4: Commitments to consumers, customers and suppliers
• FY 2020-2021 Annual report: “Stakeholders’ engagement”
• Regulations on grievance mechanism were available on the bulletin boards at the
Company and local facilities such as representative oces, factories, farms, material areas,
etc. Suggestion boxes at the gate of TTC Bien Hoa factories or warehouses to properly
collect employees and stakeholders’ comments, complaints or whistle-blowing
Practices and procedures that address supplier/
contractor selection and safeguard creditors’
interests.
• Bid selection process (internal use)
• Code of Conduct - Article 4: Commitments to Consumers, Customers and Suppliers
• FY 2020-2021 Annual report: “Stakeholders engagement”
Remuneration policies in line with long-term
business ecacy
• FY 2020-2021 Annual report: “The Board of Directors’ report” and “Human resources and
Training”
D. DISCLOSURE AND TRANSPARENCY
Disclosure of Shareholder and stock trading
activities of major shareholders, internal persons
and related parties
• FY 2020-2021 Annual report: “Stock information”
• FY 2020-2021 CG report
• Website: Investor Relations tab
Disclosure of details of the direct/indirect
subsidiaries and associates
• FY 2020-2021 Annual report: “Activities of subsidiaries and associates”
Annual report
• TTC Bien Hoa’s FY 2020-2021 Annual report fully met the applicable regulations on
information disclosure, aiming for good practices and further international standards,
namely Integrated reporting framework IIRC, ASEAN Corporate Governance Scorecard,
OECD Principles of Corporate Governance, Sustainability Reporting Standards GRI, etc.
• All nancial data presented in the Company’s FY 2020-2021 FS were consolidated with the
FY 2020-2021 FS audited by Ernst & Young Vietnam Co., Ltd.
Website
TTC Bien Hoa uploaded sucient information bilingually in English - Vietnamese
onto website www.ttcsugar.com.vn/Investor Relations, including:
• Corporate prole
• Corporate Governance
• Information disclosure
• General meeting of shareholders
• Financial Statements
• Stock price and Market snapshot
• Investor Relations activities
Press release
• Proactively disclosing information deemed to be crucial to the interests of Investors/
Shareholders via mass media or press release
• Updating highlight activities via email to Investors/ Shareholders and nancial experts
Conventions/Conferences for Analysts/Investors
• Organizing specialized and online conferences (conference calls) with Investors/
Shareholders and Financial specialists
• Actively engaging in events of domestic and foreign capital market hosted by prestigious
nancial institutions
IMPROVEMENT ON TTC BIEN HOA’S IMPLEMENTATION OF ASEAN CORPORATE GOVERNANCE SCORECARD
IN FY 2020-2021 (CONTINUED)
Well-implemented: (>=70%) Fairly-implemented: (40%-69%)
124
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Area
Assessment
results
Rationale
E. RESPONSIBILITIES OF THE BOARD
BOD members and their tenure
• Charter - Article 24: BOD members and their tenure
BOD members’ roles and responsibilities in CG
activities
• Charter - Article 25: BOD members’ authority and responsibilities
BOD members’ remuneration structure
• FY 2019-2020 AGM: Shareholders approved BOD members’ remuneration structure
• FY 2020-2021 Annual report: “Board of Directors’ report: Monthly remuneration of
the BOD and CEO”
BOD meetings
In FY 2020-2021, the BOD conducted 47 ordinary and extraordinary meetings
- both online and face-to-face - and issued 48 Resolutions and 7 Decisions,
in which:
• 8 Resolutions/Decisions related to CG
• 33 Resolutions/Decisions related to Finance
• 6 Resolutions/Decisions related to Project
• 8 Resolutions/Decisions related to HR
BOD members’ independence
• 100% BOD members were non-executive
• 43% BOD members were independent. This percentage has improved over years.
• In FY 2020-2021, independent BOD members fullled their responsibilities by
demonstrating independence and objectivity in making key decisions in an objective and
prudent manner
• Assuming the role of an objective supervisor in balancing and preventing conicts of
Shareholders, and protecting the legitimate interests of Shareholders, especially minority
Shareholders
The Committees under the BOD
In FY 2020-2021, TTC Bien Hoa’s BOD restructured CG by transforming Strategy
Subcommittee into Strategy Committee, HR Subcommittee into Nomination
and Remuneration Committee, and Audit Subcommittee into Audit Committee:
• Audit Committee held 4 meetings, and was led by an independent BOD member
• Strategy Committee held 9 meetings
• Nomination and Remuneration Committee held 7 meetings, and housed 2/3 independent
BOD members
Annual capacity assessment and the evaluation
process for each member of the BOD and other
Committees under the BOD.
FY 2020-2021 Annual report - including:
• Report of The BOD
• Report of independent BOD members
• Report of Audit Committee
• Report of other Committees under the BOD
125
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT AND ANALYSIS OF CORPORATE GOVERNANCE PRACTICES
BASED ON ASEAN CORPORATE GOVERNANCE SCORECARD (CONTINUED)
TTC BIEN HOA’S IMPLEMENTATION PROGRESS OF ASEAN SCORECARD IN FY 2020-2021: IMPROVEMENT
AND AREAS WITH SHORT- AND MEDIUM-TERM IMPROVEMENT TIMELINE
Well-implemented: (>=70%) Fairly-implemented: (40%-69%)
Improvement timeline: Short-term: < 1 year | Middle-term: 1 - 3 year
STANDARD AREA
Area
Implementation
progress
Improvement
timeline
Rationale
Short-
term
Middle-
term
A. RIGHTS OF SHAREHOLDERS
A.1.1
Does the Company pay (interim and nal/annual)
dividends in an equitable and timely manner; that
is, all shareholders are treated equally and paid
within 30 days after being (i) declared for interim
dividends and (ii) approved by shareholders at
general meetings for nal dividends? In case the
Company has oered dividends payout in share,
did the Company pay the dividend within 60 days?
17-18 18-19 19-20
100%
50%
0%
• Cash dividend payout ratio was 8% in FY
2017-2018
• Cash dividend payout ratio was 5% in FY
2018-2019
• Stock dividend payout ratio was 5% in FY
2019-2020
(The dividend payment plan has been
approved on September 13
th
, 2021)
A.3.8
Does the Company disclose that all board
members and the CEO (if he is not a board
member) attended the most recent AGM?
17-18 18-19 19-20
100%
50%
0%
• Minutes of FY 2017-2018 AGM: 3/6 BOD
and BOM members attended the AGM, but
in fact, 5/6 BOD members did
• Minutes of FY 2018-2019 AGM: 3/6 BOD
and BOM members attended the AGM, but
in fact, 5/6 BOD members did
• Minutes of FY 2019-2020 AGM: 3/7 BOD
and BOM members attended the AGM, but
in fact, 6/7 BOD members did
A.3.11
Does the Company disclose that it has appointed
an independent party to count and/or validate the
votes at the AGM?
18-19 19-20 20-21
100%
50%
0%
Code of CG, Article 7
• Collected written opinions of shareholders:
appointed independent shareholders to
oversee the votes
D. DISCLOSURE AND TRANSPARENCY
D.1.2
Does the Company disclose the direct and
indirect (deemed) shareholdings of major and/or
substantial shareholders?
18-19 19-20 20-21
100%
50%
0%
100% completion,
the Company
would continue
to maintain and
improve the
implementation
beyond the
standard
Disclosure of the shareholdings of major
shareholders, BOD members and BOM
was increasingly closer to completion:
• Information was disclosed in compliance
with Circular 196
• CG report was produced every 6 months
• FY 2018-2019 to date: Annual report
was prepared in accordance with “ASEAN
Scorecard”
D.1.3
Does the Company disclose the direct and
indirect (deemed) shareholdings of directors/
commissioners?
18-19 19-20 20-21
100%
50%
0%
D.1.4
Does the Company disclose the direct and indirect
(deemed) shareholdings of senior management?
18-19 19-20 20-21
100%
50%
0%
126
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Area
Implementation
progress
Improvement
timeline
Rationale
Short-
term
Middle-
term
E. RESPONSIBILITIES OF THE BOARD
E.2.4
Do independent directors/commissioners make up
at least 50% of the BOD?
18-19 19-20 20-21
100%
50%
0%
• FY 2018-2019: 2/6 BOD members were
independent, accounting for 34%
• FY 2019-2020: 2/6 BOD members were
independent, accounting for 34%
• FY 2020-2021: 3/7 BOD members were
independent, accounting for 43%
E.2.9
Is the HR Subcommittee (HR Subcommittee)
composed of a majority of independent directors/
commissioners?
18-19 19-20 20-21
100%
50%
0%
• FY 2018-2019: 1/4 of the total members
of HR Subcommittee was independent
BOD member
• FY 2019-2020: 1/3 of the total members
of HR Subcommittee was independent
BOD member
• FY 2019-2020: 2/3 of the total members of
Nomination and Compensation Committee
was independent BOD members
E.2.10
Is the chairman of the HR Subcommittee an
independent director/commissioner?
18-19 19-20 20-21
100%
50%
0%
• FY 2018-2019: Head of HR Subcommittee
was the Chairman of the BOD - non-
executive BOD member
• FY 2019-2020: Head of HR Subcommittee
was Permanent Vice Chairman of the BOD
• FY 2020-2021: Head of the HR
Subcommittee was non-executive Vice
Chairwoman of the BOD
E.2.13
Does the Company have a Remuneration
Subcommittee?
18-19 19-20 20-21
100%
50%
0%
• FY 2017-2018 to FY 2019-2020: HR
Subcommittee simultaneously served as
Remuneration Subcommittee
• FY 2020-2021: Nomination and
Remuneration Committee was in charge of
remuneration and bonus
E.2.14
Is the Remuneration Subcommittee comprised of a
majority of independent directors/commissioners?
18-19 19-20 20-21
100%
50%
0%
• FY 2017-2018 to FY 2019-2020: 1/4 of the
total members of HR cum Remuneration
Subcommittee was independent BOD
member
• FY 2020-2021 to date: 2/3 of the
total members of Nomination and
Remuneration Committee were
independent BOD members and in charge
of remuneration and bonus
E.2.15
Is the Chairman of the Remuneration
Subcommittee an independent director/
commissioner?
18-19 19-20 20-21
100%
50%
0%
• FY 2017-2018 to FY 2019-2020: The Head
of HR cum Remuneration Subcommittee
was non-executive Permanent Vice
Chairman of the BOD
• FY 2020-2021: The Head of Nomination
and Remuneration Committee was
non-executive Vice Chairman of the BOD and
was in charge of remuneration and bonus
E.2.16
Does the Company disclose the terms of reference/
governance structure/ charter of the Remuneration
Subcommittee?
18-19 19-20 20-21
100%
50%
0%
• FY 2017-2018 to FY 2019-2020 Annual
report: “Reports from Committees under
the BOD”
• FY 2020-2021 Annual report: “Reports from
Committees under the BOD - Nomination
and Remuneration Committee’s report”
127
TTC BIEN HOA
2020-2021 ANNUAL REPORT
REPORT AND ANALYSIS OF CORPORATE GOVERNANCE PRACTICES
BASED ON ASEAN CORPORATE GOVERNANCE SCORECARD (CONTINUED)
Area
Implementation
progress
Improvement
timeline
Rationale
Short-
term
Middle-
term
E.2.20
Is the Chairman of the Audit Subcommittee an
independent director/commissioner?
18-19 19-20 20-21
100%
50%
0%
100% completion,
the Company
would continue
to maintain and
improve the
implementation
beyond the
standard
• FY 2019-2020: Head of Audit Subcommittee
was independent BOD member
• FY 2020-2021: Head of Audit Committee
was independent BOD member
E.2.22
Does at least one of the independent directors/
commissioners of the committee have accounting
expertise (accounting qualication or experience)?
18-19 19-20 20-21
100%
50%
0%
• Audit Committee: independent BOD
members have economic expertise
and years of experience in nancial
management and supervision
E.4.2
Is the Chairman an independent director/
commissioner?
18-19 19-20 20-21
100%
50%
0%
• The Chairman of the BOD is a non-executive
BOD member but not an independent BOD
member
E.4.5
If the Chairman is not independent, has the board
appointed a lead independent director and has
his/her role been dened?
18-19 19-20 20-21
100%
50%
0%
• The non-executive Chairman of the BOD did
dene the roles and responsibilities of BOD
members, but has yet appointed a member
to be Lead of independent BOD members
E.5.1
Does the Company have orientation programs for
new directors/commissioners?
18-19 19-20 20-21
100%
50%
0%
• Programs were organized in the meetings
of BOD
TTC BIEN HOA’S IMPLEMENTATION PROGRESS OF ASEAN SCORECARD IN FY 2020-2021: IMPROVEMENT
AND AREAS WITH SHORT- AND MEDIUM-TERM IMPROVEMENT TIMELINE (CONTINUED)
Well-implemented: (>=70%) Fairly-implemented: (40%-69%)
Improvement timeline: Short-term: < 1 year | Middle-term: 1 - 3 year
128
COMPREHENSIVE TECHNOLOGY - VALUE SHARING
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT REPORT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
PENALTY AREA
Scorecard
Implementation
progress
Improvement
timeline
Rationale
Short-
term
Middle-
term
A.5.1
Does pyramid ownership and/or cross holding
structure exist?
18-19 19-20 20-21
100%
50%
0%
• The presence has decreased signicantly
year after year. Currently, the Company does
not have a crossholding structure
Scorecard
Implementation
progress
Improvement
timeline
Rationale
Short-
term
Middle-
term
D.1.1
Are the audited annual FS released within 60 days
from the nancial year end?
18-19 19-20 20-21
100%
50%
0%
• FY 2017-2018 Audited FS to date: released
within 90 days according to Circular 96
E.1.1
Does the Company have at least one female
independent directors/commissioners?
18-19 19-20 20-21
100%
50%
0%
• 2/7 independent BOD members are male
• 1/7 independent BOD members are female
E.1.2
Does the Company have a policy and disclose
measurable objectives for implementing its board
diversity and report on progress in achieving its
objectives?
18-19 19-20 20-21
100%
50%
0%
• FY 2018-2019 Annual report to date: “Code
of CG, Board of Directors’ report”
E.2.1
Is the HR Subcommittee composed entirely of
independent board of directors/commissioners?
18-19 19-20 20-21
100%
50%
0%
• FY 2018-2019 to FY 2019-2020: 1/3 was
independent BOD member
• FY 2020-2021 to date: 2/3 of the
total members of Nominations and
Remuneration Committee were
independent BOD members and in charge
of remuneration and bonus
E.3.1
Does the Company use professional search rms
or other external sources of candidates when
searching for candidates to the boards of directors/
commissioners?
18-19 19-20 20-21
100%
50%
0%
• Candidates for BOD member position were
searched through Vietnam Institute of
Directors established by HOSE
E.5.1
Does the board describe its governance process
around IT issues including disruption, cyber
security, disaster recovery, to ensure that all key
risks are identied, managed and reported to the
board?
18-19 19-20 20-21
100%
50%
0%
• FY 2019-2020 Annual report: “Board of
Directors’ Report” and “Pioneering operating
model”
• FY 2020-2021 Annual report: “Board of
Directors’ Report” and “Pioneering operating
model - Far-reaching digital transformation
roadmap”
E.6.1
Does the Company have a separate board level Risk
Committee?
18-19 19-20 20-21
100%
50%
0%
• Audit Committee simultaneously serves as
Risk management
BONUS AREA
129