CORPORATE GOVERNANCE
Ensuring the basis for an eective
corporate governance framework
Shareholder rights, equitable treatment of
shareholders and basic ownership functions
Institutional investors, stock markets and
other intermediaries
The role of stakeholders in corporate
governance
Information disclosure and transparency
Responsibilities of the Board of Directors
SOLID
CORPORATE
GOVERNANCE
STRUCTURE ADOPTED
FOR THE ENTIRE
COMPANY
RELEVANCE
WITH VIETNAMESE
PRACTICES AND
LAWS
INTERNATIONAL
GOVERNANCE
STANDARDS
SYNERGY IN TTC BIEN HOA'S CORPORATE GOVERNANCE MODEL
CORPORATE GOVERNANCE REGULATIONS TOWARDS
INTERNATIONAL STANDARDS
G20/OECD
PRINCIPLES OF
CORPORATE
GOVERNANCE
(2015)
Rights of Shareholders
Equitable treatment of shareholders
The role of stakeholders
Information disclosure and transparency
Responsibilities of the Board of Directors
ASEAN
CORPORATE
GOVERNANCE
SCORECARD
TTC Bien Hoa has earned
success in corporate
governance activities when
two consecutive years was
honored as one of the Top
5 Leading Companies in
Corporate Governance
among the large-cap stocks
listed on HOSE in 2020 and
2021. This has driven us
to develop our Corporate
Governance Regulations in
an open, transparent and
effective manner towards
fulfillment of applicable
international standards and
successful implementation
of our development strategy
to 2025-2026, with a vision
to 2030.
Corporate Governance at
TTC Bien Hoa is constantly
improving, driven by efforts
of the BOD in flexible
application of the best
market practices and
international standards in
our governance in a way
that fits in well with the local
business context in Vietnam
as well as developments in
the Sugar industry in the
recent challenging years.
70
COMPREHENSIVE VALUE CHAIN
SUSTAINABLE COMPETITIVE ADVANTAGES
ANNUAL REPORT FISCAL YEAR 2021-2022
Responsibilities of the Board of Directors
Control systems
Information disclosure and transparency
Rights of Shareholders
Relations with stakeholders
Sample Company Charter
Sample Internal Regulations on
Corporate Governance
Sample Operational Regulations of
the Board of Directors
Sample Operational Regulations of Audit
Committees of public companies
Source: TTC Bien Hoa
Ensuring a reasonable governance
structure
Improving the performance
of the Board of Directors
Ensuring the interests of shareholders
and stakeholders
Ensuring equitable treatment of
shareholders
Disclosure and transparency
of all activities of the Company
CIRCULAR
116/2020/TT-BTC
GUIDING A NUMBER OF
ARTICLES ON CORPORATE
GOVERNANCE APPLICABLE TO
PUBLIC COMPANIES
2020
PRINCIPLES
OF CORPORATE
GOVERNANCE
ACCORDING TO THE BEST
PRACTICES FOR PUBLIC
COMPANIES IN VIETNAM
2019
71
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
72
43% 14%
57%
100% 100%
ARE FEMALE
BOD MEMBERS
INDEPENDENT MEMBERS
BOD MEMBERS ARE
EXPERIENCE IN THE INDUSTRY
HAVE AT LEAST 15 YEARS OF
BOD MEMBERS
ARE NONEXECUTIVE
BOD MEMBERS
100%
board meetings for decisions with regard to the matter in subject to prevent such conicts as prescribed.
Management with a potential conict of interest is obligated to report relevant information to be reviewed by our BOD at
The BOD has introduced procedures for managing conicts of interest wherein any Director or member of the Board of
advice to our BOD on major decisions, based on BOD’s assignment and delegation of responsibilities.
The scope of decision making by special committees: The Committees will undertake technical assessment and provide
vote with respect to any matter to be considered by the Board, except for those in which the Directors have relevant interests.
For each policy of the Company to be approved, our BOD operates on majority vote decisions, with each Director to have one
Principles of Best Corporate Governance:
TTC Bien Hoa aims to build a “well-structured” BOD with “needed competencies and professionalism” according to the
TOWARDS INTERNATIONAL STANDARDS
CORPORATE GOVERNANCE REGULATIONS
AT TTC BIEN HOA
DIVERSITY IN THE BOARD OF DIRECTORS
OF THE BOARD OF DIRECTORS
DECISION MAKING MECHANISM
86%
ARE FOREIGNERS
BOD MEMBERS
MORE THAN FIVE OTHER COMPANIES
CONCURRENTLY BOD MEMBERS OF
BOD MEMBERS ARE NOT
DEGREES OR HIGHER
MASTER’S AND BACHELOR’S
BOD MEMBERS HOLD DOCTORAL,
according to Deloitte.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
POSITIONS, AT
AND VIETNAM’S AVERAGE FEMALE REPRESENTATION IN SUCH
THESE FIGURES ARE HIGHER COMPARED WITH THE GLOBAL
the BOD and in charge of senior manager positions in the BOM, specifically:
In FY 2021-2022, we have been making efforts to equalize the proportion of women in
gender equality, and women’s and girls’ empowerment.
National Sustainable Development Goals by 2030 towards the goal of
Sustainable Development Goals of United Nations
TTC Bien Hoa is proud to be a market leader in implementing
2/4 or 50% of members of the BOM are female.
are female.
4/7 to 57% of BOD members, including the BOD Chairwoman and Vice Chairwoman,
IN THE BOD COMPOSITION
PROMOTING GENDER EQUALITY
73
18%
15%
AND
RESPECTIVELY
CORPORATE GOVERNANCE REGULATIONS
TOWARDS INTERNATIONAL STANDARDS
THE ORGANIZATIONAL STRUCTURE ACCORDING TO
THE PRINCIPLES OF MODERN CORPORATE GOVERNANCE
ADOPTED BY TTC BIEN HOA
DIVISION OF PRODUCTION
AGRICULTURE
DIVISION
AGRIBUSINESS
PUBLIC RELATIONS DEPARTMENT
DIVISION OF
SALES
DIVISION OF
SUPPLY CHAIN
STRATEGY COMMITTEE
PROJECT INVESTMENT DEPARTMENT
74
COMPREHENSIVE VALUE CHAIN
SUSTAINABLE COMPETITIVE ADVANTAGES
ANNUAL REPORT FISCAL YEAR 2021-2022
Nguồn: TTC Biên Hòa
GENERAL
MEETING OF
SHAREHOLDERS
BOARD OF
DIRECTORS
NOMINATION AND REMUNERATION COMMITTEE
DIVISION OF
OPERATION
RISK MANAGEMENT AND COMPLIANCE DEPARTMENT
DIVISION OF
B2C SALES
AUDIT COMMITTEE
INTERNAL AUDIT DEPARTMENT
CHIEF
EXECUTIVE
OFFICER
OVERALL DIRECTIONS
THROUGHOUT FY 2022-2023
Further improve corporate governance according to international standards by leveraging the role of Strategy
Committee and Nomination and Remuneration Committee.
Enhance the role of the Company Secretary in implementing and advising the members of the Board of
Directors and the Board of Management enforcing corporate governance standards, building and promoting
harmonious relations between governance and management teams for delivery of our development strategy.
Further improve the ESG and Risk Management framework, as one of the top priority strategic goals to
enhance our corporate governance in line with international practices and standards and contribute to
sustainable economic growth, thus driving community development and fulllment of the national goal that
“Businesses must be at the heart of sustainable development goals and the improvement of national
competitiveness".
Source: TTC Bien Hoa
75
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
• 2019 - Now : Chairwoman of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2022 - Now : Chairwoman of the BOD, Sai Gon Thuong Tin Real Estate JSC
• 2012 - Now : Vice Chairwoman of the BOD cum CEO, Thanh Thanh Cong Investment JSC
• 2015 - Now : 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 Bourbon Tay Ninh JSC
• 2007 - 2019 : Permanent Vice Chairwoman, Saigon Thuong Tin Real Estate JSC
• 1981 - 2012 : Chairwoman of the BOD, Thanh Thanh Cong Production and Trading JSC
• With more than 40 years of experience in the Sugar Industry, Mrs. Huynh Bich Ngoc is one of those with the greatest
contributions to making TTC Bien Hoa the number one Sugar Company in Vietnam with a certain position in the
international market. She held many important positions at TTC Bien Hoa between 1981 and 2012. In October 2019,
Mrs. Ngoc decided to return to lead TTC Bien Hoa as Chairwoman of the BOD. She later led the Company through a
dicult period of the Sugar industry and the challenging milestone of ATIGA when the Agreement ocially became
eective to Vietnam's Sugar Industry from January 1
st
, 2020.
• Building on the success of the experiments of fruit growing in the Southeastern region, the rst model of growing South
American bananas for exportation was very successful. Mrs. Ngoc continued to lead TTC Bien Hoa in developing the fruit
growing strategy by expanding to durian, red-eshed jackfruit, super-early jackfruit and golden star apple. This was
really an important step for the Company to continue researching and developing more fruit tree projects to diversify TTC
Bien Hoa's agricultural chain apart from the main products from Sugarcane;
• Leading TTC Bien Hoa to enter the Beverage market with a clean green product line branded as MÍAHA. Freshly pressed
canned cane juice with 100% natural essence on the rst advanced technology line in Vietnam, this contributed to
realizing the strategic objective of increasing the sugarcane value chain;
• Directly steering agricultural extension projects as well as agricultural emulation programs in order to strengthen the
connection and understanding between the Company and Farmers;
• Masterminding the expansion of material areas in Australia, especially with a plan to buy a material area in Queensland,
Australia in FY 2021-2022.
• Vice Chairwoman of the BOD cum CEO, Thanh Thanh Cong Investment JSC
• Chairwoman of the BOD, Sai Gon Thuong Tin Real Estate JSC
• Chairwoman of the BOD, Toan Hai Van JSC
Mrs. HUYNH BICH NGOC
Chairwoman
Year of Birth: 1962
Time of appointment as Chairwoman: October 2019
Proportion of ownership in the Company's voting shares:
69,724,473 shares, accounting for 10.71%
Qualications: Business Administration
Accolades: Second-class Labor Medal awarded by the President of Vietnam.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
76
COMPANY AND SUBSIDIARIES
EXCEPT THE PARENT
OTHER ORGANIZATIONS
CURRENT POSITIONS AT
FY 20212022
ACHIEVEMENTS IN
SOME OF HER OUTSTANDING
REMARKABLE ACHIEVEMENTS
CAREER COURSE
INTRODUCTION OF THE BOARD OF DIRECTORS
• 2019 - Now : Vice Chairwoman, Thanh Thanh Cong - Bien Hoa JSC
• 2020 - Now : Chairwoman of the BOD, Bien Hoa Consumer Goods JSC
• 2020 - Now : Chairwoman of the BOD, Thanh Thanh Cong Agricultural Development JSC
• 2019 - Now : Chairwoman of the BOD cum CEO, Ben Tre Import Export JSC
• 2017 - Now : Member of the BOD, Thanh Thanh Cong Investment JSC
• 2017 - 2019 : Member of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2015 - 2017 : Member of the BOD, Thanh Thanh Cong - Tay Ninh Sugar JSC
• 2012 - 2015 : CEO, Thanh Thanh Cong - Tay Ninh Sugar JSC
• 2009 - 2012 : CEO, Thanh Thanh Cong Investment JSC
• 2007 - 2009 : Permanent Deputy CEO, Thanh Thanh Cong Production and Trading JSC
• 2006 - 2007 : Deputy Managing Director, Thanh Thanh Cong Production and Trading JSC
• With more than 16 years of experience in the Finance and Sugar Industry, Mrs. Uc My has skillfully employed her strengths,
expertise and persistence to gradually help TTC Bien Hoa take steady transformation steps and become a pioneer in the
digital transformation race with the aim of becoming Vietnam’s leading company in smart agricultural development.
• With a business philosophy that constantly revolves around the core goal of sustainable development, Mrs. Uc My has
steered TTC Bien Hoa to become the rst Sugar Enterprise 4.0 in Vietnam as well as a lever to expand its scale to international
markets.
• Developed strategies, expanded the scale of raw material areas in the world’s major Sugarcane capitals, making TTC Bien Hoa
a strategic partner when participating in the Investment Project of Sugarcane cultivation with 4.0 technology in Queensland,
Australia, promoting sustainable agriculture and building high-quality human resources;
• Leading the Digital Transformation - ERP Oracle Fusion Cloud project to successful go-live on July 1st, 2021, making TTC Bien
Hoa a pioneer agricultural enterprise to apply digital technology to business operation management. The project has helped
SBT standardize the entire operation process of 22 units in 4 countries including Vietnam, Singapore, Laos, and Cambodia;
• Masterminding important strategies in coordinating activities, continued to expand the structure of export products,
especially high value-added product lines such as: Organic Sugar, Liquid Sugar, Alum Sugar,... At the same time, the
Company continued to explore new export markets, actively participated in trading activities in the commodity market
through the extended arm - “Trading house” in Singapore;
• Leading TTC Bien Hoa to closely follow the plan and ensure the fulllment of the 5-year strategic goal for the 2021-2025
period with the orientation of developing industries matching the industry value chain. The highlights in the past scal year
was the successful orientation of the strategy to comprehensively transform the management model from purely Technology
and Production to Production - Import - Export - Trade in agricultural services on the basis of multinational development.
• Chairwoman of the BOD cum CEO, Ben Tre Import-Export JSC (Betrimex)
Mrs. DANG HUYNH UC MY
Vice Chairwoman of the Board of Directors
Year of Birth: 1981
Time of appointment as Vice Chairwoman: October 2019
Proportion of ownership in the Company's voting shares:
100,137,492 shares, accounting for 15.39%
Qualications:
• Master of Business Administration - University of Preston, New Zealand
• Professional Chief Executive Ocer Certicate - PACE
• Certicate from the specialized training program on corporate governance -
OPM Harvard Business School
Accolades:
• Asia-Pacic Enterprise Awards - APEA 2021
• Woman Leadership Award 2017 - CMO ASIA
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
COMPANY AND SUBSIDIARIES
EXCEPT THE PARENT
OTHER ORGANIZATIONS
CURRENT POSITIONS AT
FY 20212022
ACHIEVEMENTS IN
OUTSTANDING
SOME OF HER
REMARKABLE ACHIEVEMENTS
CAREER COURSE
77
Mr. VO TONG XUAN
BOD Member
Year of Birth: 1940
Time of appointment as BOD member:
October 2019
Proportion of ownership in the Company's voting shares:
0 shares, accounting for 0%
Qualications:
• PhD. in Agronomy
• 2019 - Now: Member of the BOD, Thanh Thanh Cong - Bien Hoa JSC
• 2013 - Now: Honorary Principal, Southern Can Tho University
• 2015 - 2016: Member of the BOD, Bien Hoa Sugar JSC
• 2015 - 2016: Chairman of the BOD, Thanh Thanh Cong Sugarcane Research and
Development Center
• 2010 - 2015: Agricultural Advisor, Member of the BOD, Thanh Thanh Cong - Tay
Ninh Sugar JSC
• 2010 - 2013: Principal of Tan Tao University
• 2000 - 2008: Principal of An Giang University
• 1971 - 1999: Head of Department, Vice Dean of Faculty of Agriculture, Vice
Rector of Can Tho University
• As a Ph.D in Agronomy, he has made many contributions to Vietnam's Agriculture
and has over 10 years of experience in the Sugar Industry.
• As a leading scientist in Vietnam’s Agriculture, he has won many honorary awards
in Vietnam such as: Professor of Agronomy (1980); Labor Hero (1985); First Class
Labor Medal (1986); Distinguished Teacher (1990); People's Teacher (1999)
• Internationally recognized and honored with: Certicate of Merit by the Prime
Minister of Canada on “Serving and Contributing to World Science” (1995);
"Agricultural Horse" Medal by the French Ministry of Agriculture, Forestry and
Fisheries (1996); Nikkei Asia Prize for Regional Growth (2002); Derek Tribe Award
for Australian Science and Technology (2005); Certicate of Merit by the Ministry
of Foreign Aairs of Japan (2019); "Order of the Rising Sun, Gold Rays with Neck
Ribbon “by the Government of Japan (2021),...
• Advising the Board of Directors on solutions in agriculture to increase productivity,
the Sugar content for organic sugarcane in countries with dierent cultural
practices and soil characteristics than Vietnam;
• Advising the Board of Directors on cooperation strategies, scientic and technical
exchanges with international institutes, research Centers and hi-tech agriculture
institutions;
• Consulting on the implementation of programs to combat climate change with
sugarcane in the South and expand the use of natural enemies for other industrial
crops in areas with similar soil and climate conditions.
• Honorary Principal, Southern Can Tho University.
Mr. HOANG MANH TIEN
Independent member of the BOD
Year of Birth: 1962
Time of appointment as independent BOD member: July 2019
Proportion of ownership in the Company's voting shares:
1,575,000 shares, accounting for 0.24%
Qualications:
• Bachelor of Laws - General University of Ho Chi Minh City
• 2019 - Now: Independent Member of the BOD cum Chairman of the Audit
Committee, Thanh Thanh Cong Bien Hoa JSC
• 2021 - Now: Independent member of the BOD and Chairman of the Audit
Committee, Saigon Thuong Tin Real Estate JSC
• 2015 - 2021: Independent Member of the BOD, Thanh Thanh Cong Tourist JSC
• 2015 - 2021: Head of Supervisory Board, Ta Cu Mountain Tourism JSC and Thanh
Binh Tourism JSC
• 2013 - 2014: Head of Auditing Department, National Citizen Commercial JSC
• 2012 - 2013: Deputy CEO in charge of Supervision and Support, Sacombank
Securities JSC (SBS)
• 2012 - 2013: Member of the BOD, Lanexang Public Securities Company, Lao PDR
• 1996 - 2012: Held many important positions at Sacombank including Head
of Internal Control Department, Chief Secretary of BOD Oce cum Managing
Director,...
• Over 25 years of experience in Internal Control and Supervision thanks to the many
positions of strategic importance such as Deputy CEO in charge of Supervision and
Support, Head of Internal Control Department, Chief Secretary of BOD Oce cum
Managing Director.
• Directly directing and participated in the implementation of programs under the
Enterprise Risk Management (ERM - Enterprise Risk Management) project;
• Reviewing and improving the internal audit system including compliance audit,
operation audit and nancial statement audit at TTC Bien Hoa for FY 2021-2022;
• Directing and organizing the review of material matters, advising the Board of
Directors on risk management strategies, supporting the Company to control risks,
especially in domestic and foreign investment activities, thereby working towards
the sustainable development goal.
• Independent member of the BOD and Chairman of the Audit Committee, Saigon
Thuong Tin Real Estate JSC.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
78
EXCEPT THE PARENT COMPANY AND SUBSIDIARIES
CURRENT POSITIONS AT OTHER ORGANIZATIONS
SOME OF HIS OUTSTANDING ACHIEVEMENTS IN FY 20212022
REMARKABLE ACHIEVEMENTS
CAREER COURSE
INTRODUCTION OF THE BOARD OF DIRECTORS
EXCEPT THE PARENT COMPANY AND SUBSIDIARIES
CURRENT POSITIONS AT OTHER ORGANIZATIONS
SOME OF HIS OUTSTANDING ACHIEVEMENTS IN FY 20212022
REMARKABLE ACHIEVEMENTS
CAREER COURSE
Mr. NGUYEN VAN DE
BOD Member
Year of Birth: 1983
Time of appointment as BOD member: October 2021
Proportion of ownership in the Company's voting shares:
429,425 shares, accounting for 0.066%
Qualications:
• Bachelor of Corporate Finance - Ho Chi Minh City University of
Economics
• Master of Business Administration - University of Business and
International Studies, Geneva
• Bachelor of English - The Ho Chi Minh University of Social
Sciences and Humanities
• Certicate of Property Management - Wharon School, USA
• 2021 - Now: Member of the BOD, Thanh Thanh Cong -
Bien Hoa JSC
• 2015 - Now: Managing Director, Global Mind Commodities
Trading Pte. Ltd. (GMC)
• 2014 - 2015: Permanent Deputy CEO, Thanh Thanh Cong -
Tay Ninh Sugar JSC
• 2012 - 2013: Chief Finance and Investment Ocer, Bourbon
Tay Ninh JSC
• More than 15 years of experience in Financial Management
and Capital Planning, development of nancial market
development strategies and international trade in Singapore,
Australia and Indochina.
• Providing strategic orientation of overseas fund raising in
Singapore, Australia and Indochina;
• Advising the BOD on nancial structures suited to each
overseas fund-raising project, especially when it came to
"Green Finance” projects in the international capital market;
• Leading the development of strategies to develop sugar
trading activities and expand sustainable raw material areas
for SBT;
• Directly participating in trading and investment activities on
the international commodity exchange through the “Trading
house” in Singapore. At the same time, advised the BOD in
sourcing new export markets.
• Managing Director, Global Mind Commodities Trading Pte.
Ptd. (GMC).
Mrs. VO THUY ANH
Independent member of the BOD
Year of Birth: 1972
Time of appointment as independent BOD member:
September 2020
Proportion of ownership in the Company's voting shares:
100,000 shares, accounting for 0.016%
Qualications:
• Bachelor of Finance and Accounting
• 2003 - 2005: Strategic Finance Director, PepsiCo Greater China
• 1999 - 2003: Head of Finance and Planning, PepsiCo VN
• With over 25 years of experience in the FMCG and Real Estate
industries, especially in strategy development, Mrs. Thuy
Anh has made important contributions to building SBT’s
5-year "Spreading Wings" strategy for the 2021-2025 period
following international standards.
• As CEO of Anova Milk - the owner of the Anka Milk brand,
Mrs. Thuy Anh made a major achievement in the dairy
industry in 2015 when partnering with Kerry Group (Ireland)
and helping Anka Milk ocially enter the Vietnamese
market. With her experience, she will continue to devise
appropriate strategies to enable SBT’s deeper involvement in
the Beverage market, maximizing the sugarcane value chain,
thereby helping to increase prots for the Company.
• Advising the BOD on international investment and market
development and expansion strategies, especially the
development of consumer markets in Vietnam, Australia
and China;
• Advising and organizing the development of strategies to
develop business lines and new product lines, expanded TTC
Bien Hoa's market share abroad;
• Contributing comments and nalizing the implementation
plan in each period to realize long-term goals.
• None.
Mrs. HUANG LOVIA
Independent member of the BOD
Year of Birth: 1986
Time of appointment as independent BOD member:
July 2021
Proportion of ownership in the Company's voting shares:
0 shares, accounting for 0%
Qualications:
• Bachelor of Economics
• With more than 10 years of experience in Finance, Mrs.
Huang Lovia has provided outstanding assistance and
recommendations to the BOD in handling issues related to
conicts of interest and related party transactions during
FY 2021-2022. At the same time, she also participated in
ensuring the truthfulness of nancial statements and made
recommendations on risk management activities related to
the Company's overseas development activities based on
her experience working in international organizations in the
United States.
• Participating in the development strategies to raise and
optimize foreign investors' capital;
• Advising the BOD in nancial management, and proposed
the development of an advanced nancial technology
(Fintech) strategy;
• Participating in the development of a 5-year strategic plan
for the 2021-2025 period with the orientation of developing
industries suitable to the industry value chain;
• Consulting on strategies to develop world-class human
resources, especially developed policies to acquire and
develop human resources at SBT's branches in the
international market;
• Monitoring and ensuring the eectiveness and accountability
of the BOM by independently monitoring management
activities.
• CEO, Michelia Tourism and Trading JSC.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
EXCEPT THE PARENT COMPANY AND SUBSIDIARIES
CURRENT POSITIONS AT OTHER ORGANIZATIONS
SOME OF HER OUTSTANDING ACHIEVEMENTS IN FY 20212022
REMARKABLE ACHIEVEMENTS
EXCEPT THE PARENT COMPANY AND SUBSIDIARIES
CURRENT POSITIONS AT OTHER ORGANIZATIONS
SOME OF HIS OUTSTANDING ACHIEVEMENTS IN FY 20212022
REMARKABLE ACHIEVEMENTS
79
EXCEPT THE PARENT COMPANY AND SUBSIDIARIES
CURRENT POSITIONS AT OTHER ORGANIZATIONS
SOME OF HER OUTSTANDING ACHIEVEMENTS IN FY 20212022
Chairwoman of the BOD
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 69,724,473
Responsibilities:
• Legal representative
• First spokesperson
• Chairperson of the Strategy Committee and the Nomination and
Remuneration Committee
Activities performed:
• Public information disclosure
• Development of strategic goals on Agriculture, Human Resource
Management and External Relations
• Leading role in implementation of agricultural extension projects,
expansion of plantations and diversication of fruit tree models
Annual remuneration: 3,956,666,667 VND
Mrs. HUYNH BICH NGOC
Independent BOD member
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 100,000
Responsibilities:
• Member of the Strategy Committee
• In charge of updating the Company's execution strategy
Activities performed:
• Advice on development and expansion of consumer markets in
Vietnam and China
• Development of the research and development strategy for new
consumer products
• Development of marketing and brand management strategies for retail
channels/end consumers
Annual remuneration: -
Mrs. VO THUY ANH
Vice Chairwoman of the BOD
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 100,137,492
Responsibilities:
• Legal representative
• Second spokesperson
• Member of the Strategy Committee and the Nomination and
Remuneration Committee
Activities performed:
• Public information disclosure
• Development of strategies on capital, nancial technology, supply
chain development and business operations
• Development of the industry-level ESG strategy
• Deployment of the investment project on sugarcane farming using I4.0
technology in Queensland, Australia
Annual remuneration: 3,687,111,111 VND
Mrs. DANG HUYNH UC MY
Independent BOD member
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 0
Responsibilities:
• Member of the Audit Committee
• Member of the Nomination and Remuneration Committee
Activities performed:
• Advice on the Company's strategies for human resources training and
development in the international market
• Advice on nancial management including capital and nancial
technology strategies
Annual remuneration: -
Mrs. HUANG LOVIA
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
80
and strategies of the Company.
their role of advising the Board in charting important directions related to business operations
effectively and intensively towards this end. After re-establishment, the Committees fulfilled
Company’s strategies. In FY 2021-2022, the members of the Board of Directors worked
the corporate governance system which is seen as an important factor to implement the
The Board of Directors of TTC Bien Hoa has been persistent in improving and optimizing
THE BOARD OF DIRECTORS’ REPORT
Independent BOD member
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 1,575,000
Responsibilities:
• Chairperson of the Audit Committee
• In charge of risk management
Activities performed:
• Organization and monitoring of internal/external audit activities
• Project progress monitoring and provision of advice on risk
management to the Project Management Unit
• Development and organization of risk management and industry-level
growth targets
Annual remuneration: 1,637,777,778 VND
Mr. HOANG MANH TIEN
BOD Member
Service time: October 20
th
, 2021 – June 30
th
, 2022
Owned share as of June 30
th
, 2022: 429,425
Responsibilities:
• Member of the Strategy Committee
• In charge of nancial management and international investor relations
Activities performed:
• Advice on the budget planning strategy
• Advice on and organization of merger and acquisition strategies in each
period
• Advice on and organization of international nancial market
development strategies (especially in Singapore)
Annual remuneration: 1,224,000,000 VND
Mr. NGUYEN VAN DE
BOD Member
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 0
Responsibilities:
• Member of the Strategy Committee
• In charge of advising on strategic agricultural development
Activities performed:
• Advice on strategies for development of plantations, farming methods
and sugarcane production
• Advice on strategies for scientic research on and adoption of hi-tech
agriculture
Annual remuneration: 2,153,333,336 VND
Mr. VO TONG XUAN
Company’s Secretary
Service time: July 1
st
, 2021-June 30
th
, 2022
Owned share as of June 30
th
, 2022: 320,185
Responsibilities:
• In charge of connecting corporate governance activities
Activities performed:
• Legal advice to the Board members on the exercise of their assigned
rights and obligations
• Supports to the Board in implementing corporate governance principles
• Supports to the Company in fullling requirements on information
provision and disclosure
Annual remuneration: 980,888,889 VND
Mr. DINH VU QUOC HUY
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
81
First collection of shareholders’ written opinions - July 2021
1
The resolutions were approved by
collecting the shareholders’ written
opinions
• Retaining the number of the Board members and election of BOD members to
replace those whose terms expired
• Registration and listing of public bonds
Completed
Second collection of shareholders’ written opinions - July 2021
1
The resolutions were approved by
collecting the shareholders’ written
opinions
• Approval of the list of candidates to the Board of Directors
• Election of BOD members to replace those whose terms expired
• Share issuance for dividend payment in FY 2019-2020
• Amendment of the Company's Charter
• Amendment of the Internal Regulations on Corporate Governance
Completed
Annual General Meeting in FY 2020-2021 October 2021
1
Report on FY 2020-2021 business
performance and FY 2021-2022
action plan by the BOM
• Sugar sales volume: over 1 million tons
• Net Revenue: 14,925 billion VND
• Prot before tax: 784 billion VND
Completed
2
Report on 2020-2021 business
performance and 2021-2022 action
plan by the BOD
• Achievement of corporate governance goals, key orientations and goals in terms of
revenue and prot for FY 2020-2021
• Delivery of key tasks in FY 2021-2022
Completed
3
Report on 2020-2021 business
performance and 2021-2022 action
plan by the Audit Committee
• The Audit Committee fully exercised its rights and responsibilities as stipulated in
the Company's Charter
• Further monitoring of internal audit and risk management to ensure that reports
are true and honest.
Completed
4
Audited nancial statements for FY
2020-2021
• Separate nancial statements for FY 2020-2021
• Consolidated nancial statements for FY 2020-2021
Completed
5
Prot distribution plan for FY 2020-
2021
• Deduction from the social work fund and the bonus and welfare fund: 7% prot
after tax
• Deduction from the development investment fund: 5% prot after tax
• Deduction of BOD operating expenses in FY 2021-2022 15 billion VND
• Dividend payment for FY 2020-2021: 7% in cash or/and shares
To be completed in
2022
6
Production, business and prot
distribution plan FY 2021-2022
• Consolidated total revenue: 16,905 billion VND
• Prot before tax: 750 billion VND
• Deduction for the development investment fund: 5% of retained earnings
• Deduction for the social work fund and the bonus and welfare fund: 7% of retained
earnings
• BOD operating expenses in FY 2021-2022: 15 billion VND of retained earnings
• Dividend in FY 2021-2022: 8%-10% tentatively
• Preferred dividend: as agreed upon between the Company and DEG
Completed
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
82
as committed to our Shareholders and Investors.
covering 46 material issues in total, the Company has been working on implementation towards delivery of 100% of Resolutions
and the end of July 2021 and 18 Resolutions at an AGM of Shareholders held in October 2021. Upon approval of 25 Resolutions
In FY 2021-2022, the Company sought approval of 7 Resolutions by two events of shareholders’ written opinion collection in early
THE BOARD OF DIRECTORS’ REPORT
ImplementationResolutionsNo. Approved contents
7
Policies on the signing of contracts
and transactions between the
Company and Related Persons
• List of related persons with whom contracts and transactions are signed
• Contents of signed contracts and transactions
• Trading and transaction prices
Completed
8
Authorization to select an
independent auditing company for
FY 2021-2022
• Candidates among auditing companies approved by the Ministry of Finance and the
State Securities Commission
Completed
9
Remuneration of the Board of
Directors for FY 2021-2022
• Remuneration of the Board of Directors, the person in charge of corporate
governance and the Company’s Secretary for FY 2021-2022: 15 billion VND
Completed
10
Amendment of the Company's
Charter
• Amendment of a number of provisions of the Charter in accordance with the Law on
Enterprises and the new Law on Securities. Issued and eective from October 2021
Completed
11
Issuance of internal regulations on
corporate governance to replace
existing ones
• Amendment of requirements on corporate governance in accordance with the Law
on Enterprises and the new Law on Securities. Issued and eective from October
2021
Completed
12
Issuance of the Regulations on
organization and operation of the
Board of Directors to replace existing
applicable regulations
• Amendment of requirements on organization and operation of the Board of
Directors in accordance with the Law on Enterprises and the new Law on Securities,
which was approved and entered into force from October 2021
Completed
13 Private placement of shares
• Number of shares to be oered for sale: less than 20% of outstanding voting shares
• Price of oer: based on mutual agreement
Given unsuitable
market conditions, the
Company will bring up
this issue to the AGM
for implementation at
an appropriate time in
the following year
14
Issuance of shares under a scheme of
employee stock option
• Beneciaries: from key employees up to the Board members of the Company
• Expected number of shares: 32,538,111
• Price of oer: 10,000 VND/share
To be completed in
2022
15
Merger of subsidiaries under the
capital restructuring plan to optimize
operations
• Buying company: TTC Bien Hoa with 100% capital holding
• Target company: Thanh Thanh Cong TTC Bien Hoa One Member Limited Liability
Company
Completed
16 Resignation of the Board member • Mr. Pham Hong Duong's resignation letter on October 13
th
, 2021 Completed
17 Election of additional Board members
• Number of additional Board members to be elected: 1 member
• Term: 5 years from the date of selection
Completed
18
List of candidates to the Board of
Directors and results of election
• Nominated candidate: Mr. Nguyen Van De Completed
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
APPROVAL OF
RESOLUTIONS
25
83
COVERING
MATERIAL ISSUES
46
ImplementationResolutionsNo. Approved contents
In FY 2021-2022, BOD conducted 67 ordinary and ad-hoc meetings in various forms of both face-to-face and online, nearly 60% of which were to discuss and agree on issues
related to corporate governance, the rest was discussion meetings of aliated committees such as the Audit Committee, Strategy Committee, Nomination and Remuneration
Committee. Regarding BOD meetings, 4/7 members participated 100% of the meetings, 1/7 member participated 99% given a change in his/her assignment, 1/7 member
participated 90% due to his/her appointment on July 29
th
, 2021 and 1/7 participated 64% due to his/her appointment on October 20
th
, 2021.
Source: TTC Bien Hoa
Nomination
and
Remuneration
Committee
Mrs. Huynh Bich Ngoc
Mrs. Dang Huynh Uc My
Mr. Hoang Manh Tien
Mr. Vo Tong Xuan
Mrs. Vo Thuy Anh
Mrs. Huang Lovia
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
84
5
3 33 3
1 11
4 4 4
5 5
8
18
15
11
Jul 2021 Feb 2022Sep 2021 Apr 2022Aug 2021 Mar 2022Oct 2021 May 2022Nov 2021 Jun 2022Dec 2021 Jan 2022
20
16
12
8
4
Unit: Resolutions/Decisions Resolutions Decisions
Number of resolutions and decisions by the BOD in FY 2021-2022
43/67 N/A 8/11 N/A
• Member of the Strategy Committee
• BOD Member
7 Mr. Nguyen Van De
60/67 4/4 N/A 14/14
Remuneration Committee
• Member of the Nomination and
• Member of the Audit Committee
• Independent BOD member
6
66/67 N/A 11/11 N/A
• Member of the Strategy Committee
• Independent BOD member
5
67/67 N/A 11/11 N/A
• Member of the Strategy Committee
• BOD Member
4
67/67 4/4 N/A N/A
• Head of the Audit Committee
• Independent BOD member
3
67/67 N/A 11/11 14/14
Remuneration Committee
• Member of the Nomination and
• Member of the Strategy Committee
• Vice Chairwoman of the BOD
2
67/67 N/A 11/11 14/14
Remuneration Committee
• Head of the Nomination and
• Head of the Strategy Committee
• Chairwoman of the BOD
1
Directors
Board of
Full nameNo. Title
Details of meeting attendance of the BOD and the Committees
best interests of Shareholders, Investors, and Related Parties.
with applicable law, in an objective and transparent manner, and in the
All BOD decisions were made after careful consideration, in accordance
and 16 on Human Resources and 8 on Auditing and Risk Management.
Decisions, 76 of which were on Corporate Governance, 19 on Strategy,
The Board of Directors approved the issuance of 82 Resolutions and 37
THE BOARD OF DIRECTORS’ REPORT
2 2
3
6
3 3
6
7%
13%
16%
64%
Human resources
Strategy
management
Auditing and Risk
Corporate governance
residence
Overseas
202
,
th
October 20
Appointed on
, 2021
th
July 29
Appointed on
residence
Overseas
participation
Full
participation
Full
participation
Full
absence
Reason for
Committee
Strategy
Committee
Audit
Number of meetings
course
Training
in FY 2021-2022 by contents
Structure of resolutions and decisions by the BOD
In performing its roles, the Board of Directors regularly held meetings to discuss and make decisions as authorized on such issues
as strategies, policies, regulations on governance, risk management, capital mobilization, system management,... to reect actual
developments of TTC Bien Hoa, towards adoption of the best governance practices and enhanced transparency to Shareholders,
Investors and Related Parties.
In FY 2021-2022, the Audit Committee successfully completed the functions and tasks related to internal control and risk
management: Control systems were transformed to actively identify key risks; system management and integration roles were
decentralized and fully delegated, ensuring control system’s smooth operation; a risk monitoring system at the Company and
our subsidiaries was developed, promptly handling or advising the Board of Directors on crisis management during Covid-19
outbreaks.
The Audit Committee had two BOD members as in previous years and held 4 face-to-face meetings with full participation of all
members to deal with issues as authorized and assigned, including:
• Monitoring the implementation of resolutions and decisions by the AGM and the Board of Directors;
• Monitoring public information disclosure, ensuring transparency and timeliness in accordance with current laws;
• Advising the Board of Directors in improving policies to manage material risks, ensuring compliance with legal regulations to
soon adoption of advanced risk management standards;
• Monitoring executive activities of the Board of Management in the implementation of the Company's policies and strategy by
attending meetings of the Board of Management, in order to improve business performance and fulll the set targets;
• Monitoring the organization and implementation of our investment projects, assessment and reporting on risk management,
proposal of measures to manage potential risks;
• Reviewing and updating of the corporate risk management framework applied at the Company and subsidiaries, including risk
management regulations and procedures.
Chairwoman of the BOD has properly exercised her powers and duties in accordance with the Law on Enterprises, the Company's
Charter, operating regulations and authorizations of the Board of Directors: task assignment between Board members, organization
of meetings and signing of meeting minutes, resolutions, notices of the Board, task assignment to committees under the Board of
Directors. In addition, the Vice Chairperson of the Board provided timely guidance and supports to activities of the Board.
The Board of Directors has provided supervision and guidance to the Board of Management in implementing the AGM Resolutions/Decisions.
BOD members have responsibly performed their assigned tasks, fully participated in the Board and its Committees’ activities, and
contributed to the implementation of our business plan.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
EVALUATION OF THE AUDIT COMMITTEE'S PERFORMANCE
EVALUATION OF THE BOARD OF DIRECTORS’ PERFORMANCE
CORPORATE GOVERNANCE PERFORMANCE
EVALUATION OF THE COMPANY’S
transparent and eective manner.
to control and monitor the company's operations in a responsible,
practices to leverage the strength of our resources and technologies
have a vision for a management system developed according to best
Charter and the operation regulations of the Board of Directors. We
governance practices in line with the Law on Enterprises, the Company's
In FY 2021-2022, the Board of Directors managed to improve corporate
85
The Strategy Committee provided satisfactory advice on corporate governance plans for the Company to achieve the long-term
strategic goals, including construction of important projects in FY 2021-2022 and evaluation of implementation results of our
business strategy as a basis for recommendations for FY 2022-2023.
Promote implementation and planning of investment strategies, properly exercise the supervisory role in formulation and
implementation of strategies for mergers and global expansion projects. Especially, the Strategy Committee satisfactorily updated
the Company's investment strategy in Australia in a timely manner.
In FY 2021-2022, the Chief Executive Ocer and other members of the Board of Management actively identied
opportunities and challenges during Covid-19 to devise appropriate policies that would help the Company’s stable
operations:
• The business plan was completed when the net revenue reached
billion VND, a YoY growth of
and
higher than the
annual target. Prot before tax reached
billion VND, a YoY growth of
and
higher than the annual target;
• The business plan approved by the AGM and the Board of Directors was eectively implemented;
• Flexible actions were taken, including countermeasures in place to cope with increasing input and transportation costs, for
adequate supply of goods given supply chain disruptions and demand-supply mismatch during post-Covid-19 recovery period. In
addition, the application of technology facilitated inventory management;
• Self-review measures were undertaken to avoid wasteful use of resources and unnecessary costs;
• Investor relations activities were implemented towards compliance with international standards. Events to boost engagement of
banks, investors and shareholders were organized to improve TTC Bien Hoa's media presence;
• The structuring of domestic and foreign capital was implemented, a new credit line of
million USD at foreign banks was
successfully opened and the internal capital limit at domestic banks increased to
billion VND;
• The 5-year strategic plan for FY 2024-2025 was updated according to the strategic direction of the Board of Directors;
• Investment capital mobilization packages have entered to the assessment stage;
• Many technical innovations were acknowledged to optimize manufacturing eciency at factories;
• Technology applied to agricultural management activities has improved productivity and promoted modern agriculture
development in accordance with the strategy set forth by the Board of Directors;
The Chief Executive Ocer regularly reported on the situation of production and business activities and diculties during the
operation. The Board of Directors and the Board of Management discussed and provided timely solutions.
The members of the Board of Management has all constantly motivated the sta. The consolidation of professional knowledge and
skills was promoted to improve the entire operation apparatus of the Company.
During the management process, the activities of the Board of Management ensured compliance with the Law, the Company's
Charter, and the resolutions of the General Meeting of Shareholders and the Board of Directors.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
86
1,046
EVALUATION OF THE BOARD OF MANAGEMENT’S PERFORMANCE
EVALUATION OF THE STRATEGY COMMITTEE'S PERFORMANCE
THE BOARD OF DIRECTORS’ REPORT
3,500
100
39%
33%
8%
23%
18,319
The Nomination and Remuneration Committee is primarily responsible for human resources management. In FY 2021-2022,
the Committee advised the Board on issues related to human resources management, salary and remuneration policies and human
resources development in foreign markets to improve employee and business performance.
In FY 2021-2022, the Nomination and Remuneration Committee guided and advised the Board of Management in designing
and deploying the Management Competency Framework closely following national and international standards to build a better
management team.
The Committee has contributed inputs for improvement of the Company's organizational structure, advised the Board of Directors
on succession planning for senior managers and policies to attract talents to our company.
It successfully advised the Board of Directors on the performance of the members of the Board of Management.
Income structure, time of taking position, courses attended by the Board of Management and Financial Management sta
BOARD OF MANAGEMENT
Nguyen Thanh Ngu
Doan Vu Uyen Duyen
Huynh Van Phap
Lam Thi Cam Le
OTHER FINANCIAL MANAGEMENT STAFF
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
2 Le Phat Tin Chief accountant 70% 30%
1 Nguyen Thi Phuong Thao Chief Financial Ocer 70% 30%
B
70% 30% June 2022
Division of Supply Chain
Deputy CEO,
4
Deputy CEO, Division of Sales 70% 30% June 2021
3
Permanent Deputy CEO 70% 30% February 2020
2
CEO 70% 30%
1
A
Salary
Full nameNo. Title Courses
AND REMUNERATION COMMITTEE’S PERFORMANCE
EVALUATION OF THE NOMINATION
87
2015
January
Enterprises - March 2022
4. Training on Risk Management Process in
November 2021
3. IFC Code of Conduct and Vietnamese Laws -
November 2021
2. Administration and Operation training -
2021
1. Online teaching skills training - August
2020
February
- November 2021
3. IFC Code of Conduct and Vietnamese Laws
November 2021
2. Administration and Operation training -
- October 2021
businesses - From survival to prosperity"
1. Training program - seminar "Vaccines for
2014
November
Bonus
Incomes
charge from
Start taking
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
88
TTC Bien Hoa’s business identity.
the entire diverse and potential sustainable agricultural value chains, embedded with
with the "Integrated smart agri-economic business model" at its heart that covers
our root strengths. Specifically, we will promote the formation of a
TTC Bien Hoa’s key task is to actively enter promising new business areas based on
In line with the strategic direction for the period 2021-2025, for FY 2022-2023,
over 50-year history of operations.
steps to overcome market shocks and thrive, building on the
flexible adjustments during operations, TTC Bien Hoa firmly took
with a vision to 2030. Grounded by a clear vision, coherent strategy and
towards the sustainable development goals in the period of 2021-2025,
In FY 2021-2022, TTC Bien Hoa made proud achievements and solid progress
BOD’S STRATEGIC ORIENTATION
2
and green supply chain
basis of an integrated
development on the
Sustainable
1
content
with high technology
a Commercial Center
Transformation into
4
standards
to international
criteria according
with corporate governance
adoption and compliance
Continued
3
model" in Vietnam
agri-economic business
"integrated smart
applications towards an
development of IT
plantations - Promoting
Expansion of
TRANSFORMATION INTO A COMMERCIAL CENTER WITH HIGH TECHNOLOGY CONTENT
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
1
delivering unique added values to corporate customers.
on improvements of specialized solutions adopted in food production,
market needs. Along with consumer products, TTC Bien Hoa also works
and leveraged sustainable competitive advantages to meet diverse
new high value-added products, improved our sugarcane value chain,
resources into research and development for commercialization of
Given our established strength in production, we have directed our
addressed to satisfy increasingly stricter market requirements.
opportunities for development. But there are also challenges to be
growth of the middle class in Asian markets that oers promising
towards smart and sustainable consumption in tandem with the rapid
Markets, Customers and Consumers are constantly transitioning
89
billion-customer markets in the Asia-Pacic region.
for importation to Vietnam and exportation to
hub” will provide a variety of options and solutions
trading and physical commodity trading, “Trading
an international trading house. With commodity
by the Singapore-based “Trading hub” that acts as
model is import and export functions promoted
The nal building block in the Commercial Center
customers.
maximum convenience to and reach potential
channel and multi-media sales system to oer
our traditional distribution channels into an omni-
By IT application, TTC Bien Hoa has transformed
analysis and forecasting of customer demand.
Customer experiences will then be documented for
development and expansion of business partners.
the basis of system integration, business ecosystem
for multi-scenario supply chain management on
chain model to forecast customer demand and plan
For this, TTC Bien Hoa has deployed a digital supply
achieve operational excellence.
and development of digital business processes to
by facilitating our comprehensive transformation
will provide backbone solutions for our operations
goods trading company. In particular, technology
and distribution to gradually become a consumer
market, leveraged our strengths in production
new resources for our transition to the consumer
In the previous scal year, TTC Bien Hoa added
EXPANSION OF PLANTATIONS PROMOTING DEVELOPMENT OF IT APPLICATIONS TOWARDS
AN "INTEGRATED SMART AGRIECONOMIC BUSINESS MODEL" IN VIETNAM
SUSTAINABLE DEVELOPMENT ON THE BASIS OF AN INTEGRATED AND GREEN SUPPLY CHAIN
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
90
BOD’S STRATEGIC ORIENTATION
2
an important component of the Commercial Center model to bring
and green supply chain. This green and integrated supply chain will be
transformation at TTC Bien Hoa and our development of an integrated
Singapore-based "Trading hub” provide a solid ground for digital
An extensive and diversied supply chain in Vietnam as well as a
3
of the AANZFTA agreement. Following establishment of plantations in
agricultural technologies that covers our entire plantations on the basis
create a foundation for cooperation and transfer of world leading
risk dispersion in the context of complicated climate change and
This will provide strategic high-quality raw sugarcane, contribute to
globally known for its high-tech agriculture and sugar cane production.
investing in a new plantation in the Australia’s sugar capital of Queensland,
In the last scal year, TTC Bien Hoa made a decisive step by directly
transformation into a Commercial Center.
development of our plantations, seeing this as a foundation for our
steadfast on our "green" business strategy, including green and modern
plantations to 90,000 ha between 2021 and 2025. TTC Bien Hoa is always
Laos, Cambodia, and Australia, and aims to increase our global scale of
currently owns nearly 68,000 ha of sugarcane plantations in Vietnam,
and with over 50 years of persistence with "sugarcane", TTC Bien Hoa
Plantations have been one of our sustainable competitive advantages,
market requirements.
environmental protection and fulllment of emerging
sustainable green supply chain for cost optimization,
to modern supply models to gradually build a
automation to promote transition from traditional
We will move towards supply chain digitization and
Predictive analytics.
WMC, Cloud Computing, Mobile Integration, and
the Internet of Things ecosystem, IFRD, WMS, TMS,
backed by a series of digitized applications such as
quality. The Supply Chain Control Tower will be
processes and continuous improvement of service
Control Tower to help promote exible operating
Specically, TTC Bien Hoa will develop a Supply Chain
customers at the most competitive cost.
convenience to and quickly address needs of our
agricultural value chain.
standards of communities and related parties in the
impacts, maximizing prots, and improving living
mitigation of climate change, curbing environmental
in agricultural production will actively contribute to
TTC Bien Hoa's application of digital technologies
decision making.
the foundation for timely and accurate analysis and
the ERP Cloud system to build a large database as
These applications will be tightly integrated with
as: 2nd generation FRM, TMS, Agri-mobile apps,...
by operating integrated non-core modules such
standardization of agricultural production processes
agricultural value chain, the Company will promote
TTC Bien Hoa and related parties involved in the
order to address digital management needs of both
Management (FRM) system. In the years to come, in
the Industries 4.0 Award for the Farmer Relationship
higher investment. In July 2022, TTC Bien Hoa won
agriculture has also proven eective with increasingly
Simultaneously, adoption of digital technologies in
farming models and optimize the value of sugarcane.
Cambodia will be promoted to transform our organic
Queensland, similar expansion activities in Laos and
CONTINUED ADOPTION AND COMPLIANCE WITH CORPORATE GOVERNANCE CRITERIA
ACCORDING TO INTERNATIONAL STANDARDS
THE FIRST TASK
THE SECOND TASK
THE FINAL AND CROSSCUTTING TASK FOR FY 20222023
The rst task is to leverage our strengths in production to build an international trading enterprise and, grounded by a solid technology
foundation, complete the product value chain.
• We will standardize the quality of operational data (nancial and non-nancial), improve our digitized IT ecosystem to better organizing and
analyzing business operations to achieve operational excellence.
• We will build a comprehensive ICT-based supply chain towards cost-ecient and environmentally friendly models.
• Steps will be taken to strengthen internal resources and build leadership capacity, in addition to employee training and development of
employee performance standards for us to be prepared for important transitions.
The second task is to promote research and development (R&D) activities to accelerate our transformation and deployment of new
business model, which is also one of our cross-cutting tasks.
• We will conduct research and development of new products that meet the quality requirements for healthy and nutritional energy-boosting
products with minimal impact on the environment and community.
• Eorts will be made to complete our value chain and optimize the value of sugarcane, and our agricultural production in general, thus
leveraging advantages of our own high-quality raw sugar materials according to international standards.
• We will promote organic farming models and application of environmentally friendly measures in agricultural production.
The nal and cross-cutting task for FY 2022-2023 is to transform our traditional management structure into the Commercial Center model -
an omni-channel business model to optimize the strength of our business team by diversifying product options for a same customer group,
promoting omni-channel distribution, optimizing supply chains and logistics costs by integrating multiple delivery channels, and focusing on
distribution activities embedded with after-sales services in a customer-centric approach.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
KEY TASKS FOR FY 2022-2023
4
Export, specically as follows:
focusing on transforming our management model from Engineering - Production to Commerce - Service - Import -
Based on achievements in FY 2021-2022, TTC Bien Hoa has dened overall goals and orientations for FY 2022-2023,
91
requirements (ESG).
(ERM) standards and Sustainable Development
Governance standards, Enterprise Risk Management
Financial Reporting Standards (IFRS), Corporate
best practices and standards such as: International
local stock market to lead adoption of international
TTC Bien Hoa is one of the companies operating in the
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
92
Details of independent board members in FY 2021-2022
Appointed: November 2020
Member of the Strategy Committee
Appointed: September 2020
Independent BOD member
Mrs. VO THUY ANH
Appointed: October 2019
Head of the Audit Committee
Appointed: July 2019
Independent BOD member
Mr. HOANG MANH TIEN
leadership and provide support to the Audit Committee.
eectively participate in the Board discussions, perform their roles to the fullest extent possible, make practical contributions to
Accounting and Auditing. Three independent BOD members present adequate expertise and professional experience to
Each independent BOD member at TTC Bien Hoa all has over 11 years of experience in Financial management, Retail banking,
in line with the best international practices.
structure and a sound gender representation at TTC Bien Hoa
of female BOD members for a diverse board membership
decision-making process, and maintained the proportion
or group of BOD members may not inuence our transparent
in terms of experience and expertise, ensuring that a single
BOD member, TTC Bien Hoa has delivered on board diversity
With the appointment of Mrs. Huang Lovia as an Independent
Vietnam issued in August 2019.
in accordance with the best practices for public companies in
suggested membership structure in our Code of Governance
BOD members as independent members, addressing the
6/2021/NQ-ĐHĐCD dated July 29th, 2021 to have 3/7 or 43%
independent board member at the GMS Resolution No.
BOD members, Mrs. Huang Lovia was appointed as another
In FY 2021-2022, in addition to two existing independent
Shareholders, Investors and Related Parties.
governance standards and international practices in order to boost transparency to our
(BOD) has also improved our governance system towards compliance with the best
In addition to efforts to improve capacity and business performance, our Board of Directors
REPORT FROM INDEPENDENT BOD MEMBERS
Appointed: October 2021
Remuneration Committee
Member of the Nomination and
Appointed: October 2021
Member of the Audit Committee
Appointed: July 2021
Independent BOD member
Mrs. HUANG LOVIA
• Developed the risk management policy
framework, including the Risk Appetite
Statement and Risk Measures, in line with the
status quo of TTC Bien Hoa and our subsidiaries.
The risk portfolio was determined, focusing
resources available to address material risks;
• Developed targets for a risk culture and
improved risk management skills for employees
at TTC Bien Hoa by, in collaboration with E&Y as
the consultant, delivering training programs,
from the second half of 2020-2021, to build
awareness on risk management measures. Mr.
Hoang Manh Tien combined risk management
programs with professional activities of the
Audit Committee in a logical and eective
manner;
• Guided actions towards compliance with
international practices and standards for
transparent and eective Governance,
Supervision, Internal Control and Auditing
activities.
• Contributed, as a member of the Audit
Committee, to adaptation and adoption
of international practices of eective audit
committees, so as for the Audit Committee
to build up an enabling environment for risk
management, compliance with international
standards on nancial management, auditing
and internal control;
• Provided advice on development of
compensation policies at the Company;
• Provided advice to the Executive Board on
options to build our brand image in the
domestic and regional labor markets in order to
expand our talent pool;
• Provided inputs on our entire set of position
descriptions according to international
standards. Provided inputs to the Executive
Board to complete and deploy the Balanced
Scorecard in the entire system;
• Contributed comments on the governance
framework for the human resource
management module expected to be deployed
in the years to come.
• Advised and contributed feedback on the
development of the Company's ve-year
strategy according to international standards;
• Advised and directly participated in expanding
our business internationally, including
agricultural activities in the potential Australian
market, and assessing potential strategies
to expand sugarcane production activities
under the AANZFTA (ASEAN - Australia - New
Zealand) Agreement;
• Directly and intensively participated in
development of new business lines and
products, including Míaha canned sugarcane
juice;
• Represented the Company and participated
in our M&A process to address strategic
management issues raised by our investors;
• Contributed comments and nalized the
implementation plan in each period to realize
long-term goals.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Mr. HOANG MANH TIEN Mrs. HUANG LOVIA Mrs. VO THUY ANH
BY INDEPENDENT BOD MEMBERS IN FY 2021-2022
MAIN ACTIVITIES PERFORMED
BOD members have performed Governance, Supervision, Internal Control and Auditing activities as follows:
In line with the roles and responsibilities as presented in the Operational Regulation of Board of Directors, the independent
development plans, adjustments to our charter capital or
on matters related to the Company's strategic decisions,
objective and prudent decision-making by the board
On the other hand, independent members also facilitate
Regulations.
legal regulations, the Charter and the Corporate Governance
for the best interests of the Company in accordance with
expertise in order to preserve the Company’s business value,
exercised their responsibilities based on their knowledge and
delivered on independent and objective decisions and
In FY 2021-2022, all independent BOD members have
production methods to marketing.
agricultural and food industries, from product innovations,
advice and facilitating our access to opportunities for
important role in providing professional and technical
Independent non-executive BOD members play an
93
objective and independent manner.
the existing board structure, all decisions can be made in an
experience of the independent board members, and given
especially individual shareholders. With proven capacity and
protection of legitimate interests of our Shareholders,
Board, including management of conicts of interest and
of objective supervisors over the activities of the Executive
In case of conicts of interest, they would take on the role
technology solutions...
plans, investment plans, market development, marketing or
capital contribution at other companies, stock issuance
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
94
EXCEEDED EXPECTATIONS
BUSINESS PERFORMANCE
1,046
(Unit: Billion VND)
THE PRETAX PROFIT REACHED
exceeded 39% compared to the target
18,319
exceeded 8% compared to the target
(Unit: Billion VND)
THE NET REVENUE REACHED
1,000,000
>
THE VOLUME OF SUGAR SALES AMOUNTED TO (Unit: ton)
GMS and the Board of Directors, fully achieving business and nancial goals for FY 2021-2022.
The BOM has made great eorts in management and implementation of plans and tasks as assigned by the
and global uctuations in the Sugar industry to ensure the Company is working towards its goals.
The Board of Directors, with the role of strategic orientation, has actively and exibly coped with domestic
DECISIONS 37
82
RESOLUTIONS
MEETINGS 67
OF THE BOD AND THE BOM IN FY 2021-2022
PERFORMANCE ASSESSMENT
trends.
transformation of the Company's resources, reecting economic development
model of Commercial Center, and developed a roadmap for deployment and
Explored options and organized seminars to discuss the new operating
2022;
administration in a Corporation governance model: OAC and PBCS from August
Successfully launched non-core modules for centralized and consistent
as assigned by the Board of Directors;
Achieved goals for Agriculture Services, Production and Business Performance
the CEO.
budget plans, and made decisions as authorized for actual implementation by
executive functions of the Board of Management and annual activity and
Monitored the Company’s performance in dierent business segments,
of responsibilities;
development strategies and annual plans of the Company within their scope
The BOD Members have implemented and monitored medium-term
standards and practices;
manner and fully complied with current regulations towards international
The BOD has performed its governance duties in a responsible and transparent
• Organized the implementation of the GMS resolutions.
business activities in line with the Company's development strategy;
• Organized 67 meetings and issued 82 Resolutions and 37 Decisions to guide
decisions;
guidance and supervised the implementation of GMS resolutions and BOD
Fully organized regular meetings to make decisions as authorized; provided
REPORT FROM INDEPENDENT BOD MEMBERS
AS SIMILARLY RECORDED IN PREVIOUS YEARS;
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
and operational goals;
internal audit to enable the Company to achieve strategic
Further provide sound directions and solutions for
of Shareholders;
parties while harmonizing the interests between groups
without causing conicts of interests among related
Board of Management to make timely and fair decisions,
Further collaborate with the Board of Directors and the
domestic and international economy towards achievement of the 2030 strategic goals.
new macro variables and trends: Update strategic goals to capture new opportunities in the
upgrade the organization on the basis of technology applications. They will update the world's
"a leading provider of sustainable and traceable agricultural product solutions", and
Company's development strategy in the period of 2021-2025, which envisions us to become
business goals for FY 2022-2023, review available resources for and implementation of the
Independent BOD members, under guidance by the BOD, will help develop plans for key
ACTIVITY ORIENTATION FOR FY 2022-2023
sustainable growth of the Company and protect the interests of our Shareholders, Investors and other Related Parties:
In addition, independent BOD members will further develop suitable action plans and policies in order to ensure the
95
- Service - Business services and solutions.
Bien Hoa into a global provider of Agricultural - Production
the Commercial Center business model to develop TTC
resource assessment, and promote gradual transition to
internal regulations and risk appetite that can be used in
framework and mechanisms in line with the Company's
Advise on development of the risk management policy
consumer (B2C) sales;
development of new business lines and business-to-
Support the Board of Management in strategic
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
96
COMPOSITION AND STRUCTURE OF THE AUDIT COMMITTEE
The AC in FY 2021-2022 includes the following members:
and records related to the Company's operations.
determining the accuracy and truthfulness of data
of Shareholders and the Board of Directors for
• Be responsible before the law, the General Meeting
• Perform tasks assigned by the Head of the AC;
Rights and Duties:
capital: 0%
Percentage of shareholding owned on charter
Qualication: Bachelor of Finance
2021
Time of appointment: Appointed on October 29
Member of Audit Committee
Independent BOD member
Mrs. HUANG LOVIA
violations of the law and the Corporate Charter.
• Propose extraordinary Board meetings to handle
tasks;
internal audit activities according to its functions and
• Direct the Internal Audit Department to implement
exercise the rights and duties of the AC;
• Direct and coordinate with the members of the AC to
• Prepare the AC’s action plans;
Rights and Duties:
capital: 0.24%
Percentage of shareholding owned on charter
Qualication: Bachelor of Law
, 2019
th
Time of appointment: October 9
Head of Audit Committee
Independent BOD member
Mr. HOANG MANH TIEN
Duong’s exit from the AC from October 2021.
, 2021, upon Mr. Pham Hong
th
NQ-HĐQT dated October 29
AC, Mrs. Huang Lovia, according to Resolution No. 268/2021/
to approve the additional election of a new member of the
The AC proposed to the General Meeting of Shareholders
REPORT BY THE AUDIT COMMITTEE
activities.
and risk management
nance and accounting,
Directors in supervision,
support the Board of
recommendations to
making independent
was extremely active in
Audit Committee (AC)
In FY 2021-2022, the
and records related to the Company's operations.
determining the accuracy and truthfulness of data
of Shareholders and the Board of Directors for
• Be responsible before the law, the General Meeting
• Perform tasks assigned by the Head of the AC;
Rights and Duties:
capital: 0.008%
Percentage of shareholding owned on charter
October 2021
Time of appointment: No longer a Member since
Member
Permanent Vice Chairman of the BOD
Mr. PHAM HONG DUONG
,
th
experience in international environment.
in economics and nance with many years of working
and risk management and the other member are experts
Head of Audit Committee is highly experienced in auditing
capacity and expertise in corporate governance activities. The
The AC still consisted of 2 members, which ensures full
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
1
activities.
of the Board of Management in charge of relevant
members of the Board of Directors and/or members
of the Board of Directors or directly discussed with
• The AC directly attended the meetings and discussions
THE BOD AND BOM
SUPERVISION OVER THE ACTIVITIES OF THE COMPANY,
and Investors.
being promoted in the policy to protect the interests of stakeholders including Shareholders
performance with fraud risks being minimized, compliance being improved, and transparency
the independent supervision of the AC, the Company's activities have seen improved
independent control and corporate governance in an adequate and effective manner. With
of supervising the risk management function, preparing financial statements, and exercising
The AC’s activities during the fiscal year have helped the Board to fulfill its responsibilities
are maintained and eective.
employ other resources of the Company to perform tasks to ensure that proper internal control institutions
Ensure internal audit resources to perform its functions and tasks. In addition, the AC has the authority to
report and/or cooperate closely.
They have full access to information and documents and have the right to request the Executive Board to
The AC has full authority to review any matters in all activities of the Company as well as its Member entities.
compromise objectivity and independence.
Neither do they in the performance of functions and duties have any specic conicts of interest that could
industry expertise. They work independently, objectively and are not inuenced by any personal relationships.
with best practices on corporate governance. The members of the Audit Committee have background and
The functions and duties of the AC are established in accordance with current Vietnamese law and are in line
ACTIVITIES AND RESULTS OF THE AC IN FY 2021-2022
AND POWERS OF EACH MEMBER
OF THE AUDIT COMMITTEE AND RESPONSIBILITIES
FUNCTIONS, DUTIES, THE INDEPENDENCE
97
issued by the BOD.
strictly implemented the resolutions
The BOM always closely adhered to and
decisions before issuing Resolutions.
analyzed for the purpose of anonymous
carefully reviewed, evaluated and
in BOD meetings. All matters were
openly, democratically and transparently
• All important issues were discussed
and recommendations.
Board of Directors on its relevant activities
high-risk cases and regularly updated the
of Directors on non-compliance and
regulations. The AC reported to the Board
Charter, applicable Laws and internal
• The AC monitored compliance with the
• The AC reviewed the quarterly nancial statements and
appraised the semi-annual and annual nancial statements
in order to improve the reliability thereof before release.
• Based on the audit report of the independent
auditor, the AC agreed to conclude that the
Company’s audited nancial statements for
2021-2022 were prepared and presented
truly and fairly and in compliance with the
current accounting standards. Besides, it
is also determined that the accounting
policy is applied consistently, the notes to
the nancial statements are complete, no
material misstatement or unreasonableness
is found, there are no unusual uctuations
in revenue, prots or material asset items,
and no fraud or potential fraud risk was
detected in the nancial statements.
• There are no violations in terms of
information disclosure.
• In FY 2021-2022, the Company continued to maintain a
reliable and eective risk management and internal control
framework. In addition to updating the list of signicant
risks according to the issued risk management policies and
procedures, the Company continued to implement the
risk management function to its subsidiaries, conduct and
improve self-assessment.
• Risk Management Newsletter is released monthly in order
to timely forecast abnormal developments in the market.
The Risk Management Report is updated to the authorities
on a quarterly basis.
• Quality control systems such as product quality, food
safety, energy and environment, occupational health and
safety, laboratory capacity, social responsibility, agricultural
extension,... are managed and operated in accordance
with applicable standards and the obtained certications
are maintained. The Company's system of processes and
regulations is strictly managed and comprehensively
updated during the year, which has been
greatly instrumental for the control of
activities across the company.
• The conict of interest control system
is established and operated eectively,
ensuring strict control of transactions of
related parties and people with related
interests.
• Covid-19 had a strong impact on input costs
and market demand, which subsequently
aected the Company's operations during
the scal year. Aware of these diculties
and risks, the Company prioritized risk
management at the heart of operations
during the pandemic. Eective measures
were adopted, and relevant action
programs were closely followed to control
and minimize risks not only for business
activities but also for the safety and health
of employees.
• The Company has developed a road
map to completely implement the risk
management system by 2025. As part of
this road map, in addition to improving
risk management capacity, updating
and completing the risk management
policy framework, the Company also
researches and implements the integrated
management system eGRC to support the
management’s decision-making process.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
98
3
OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS
SUPERVISION, MAINTENANCE AND FINETUNING
2
AND SUPERVISION OVER INFORMATION DISCLOSURE
APPRAISAL OF FINANCIAL STATEMENTS
REPORT BY THE AUDIT COMMITTEE
• The AC determines that the Internal Audit department in
FY 2021-2022 has operated eectively and contributed
signicantly to the improvement of the internal control and
risk management systems. During the scal year, in addition
to gradually consolidating Internal Audit personnel to
ensure resources to perform assigned tasks, Internal Audit
also participated in developing risk management activities
at the Member Entities as a reviewer and devil’s advocate.
• In terms of expertise, the AC determines that the Company's
internal audit operations are close to good practices and
international standards on internal audit. The Company’s
operations are at the same time in line with the current
Vietnamese laws with the priority being shifted from
compliance audit to supporting and consulting business
units in risk management and internal control.
• In FY 2021-2022, Internal Audit completed
the approved audit plan according to the
expected deadline and resources. It is
demonstrated by internal audit results that
the process compliance within the audited
units continues to be performed properly.
The majority of issues, ndings and related
risks are assessed as low and not material.
• The recommendations by the Internal Audit
are accepted and remedies by the Audited
Entities and seriously and promptly through
specic action plans monitored by the
Internal Audit.
Advised the Board of Directors on the selection of an
auditing company with various standards including expertise,
independence, and compliance with professional ethical
standards.
Ernst & Young Vietnam Co., Ltd. (E&Y) has completed its tasks,
fully performed its obligations under the audit contract signed
with the Company, and met the expectations of the Board of
Directors on the following key criteria:
• Ensure the reliability, truthfulness and
quality of the nancial statements audit
report.
• Comply with the required audit deadline.
• Comply with professional regulations,
ensure independence and objectivity when
giving audit opinions.
• The AC regularly reviews the transaction(s) of the Related
Parties. Through such reviews, the AC evaluates that
these transactions were transparently executed on the
basis of market-tness and compliance with current legal
regulations, the Corporate Charter and regulations on
related party transactions.
• The AC also reviewed and reviewed to
ensure full disclosure of activities related
to related parties' transactions. The AC,
accordingly, determined the fairness
in transactions without any bias to
Stakeholders.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
6
SUPERVISING TRANSACTIONS OF STAKEHOLDERS
5
SUPERVISING INDEPENDENT AUDIT ACTIVITIES
4
SUPERVISING INTERNAL AUDIT ACTIVITIES
99
1 May 7
th
, 2021
• Plan for review of nancial statements at the end of FY 2020-2021.
• Year-end asset inventory monitoring plan.
• Orientations of activities for FY 2021-2022 of the Audit Committee and the Internal Audit function.
• Reviewing the plan of the Covid-19 Crisis Risk Handling Committee.
100%
2 August 10
th
, 2021
• The AC coordinated with the Board of Management to review and evaluate the production
and business performance of the member entities during the social distancing period and the
preparation for the harvesting season.
• Reviewed and adjusted the working plan of the internal audit function.
• Commented on the ERM implementation road map to 2025 and the ERM implementation plan to
the member entities of the Risk Management and Compliance Department.
100%
3 June 1
st
, 2022
• Reviewed kick-o communication content for the implementation of the Enterprise Risk
Management (ERM) plan phase 2 (cascaded down to member entities), including updated
content for the Board of Directors, Board of Management and senior managers on industry risk.
• Planned to review semi-annual nancial statements.
• Listened to the Internal Audit's report on season commencement monitoring at member entities.
100%
4 June 29
th
, 2022
• The AC listened to reports on the progress of ERM implementation at member entities.
• Discussed the proposed form of management of agriculture and contracting activities following
the new method.
• Prepared plan for appraisal of nancial statements upon the end of the scal year.
• Orientations for Internal Audit on operating plan for FY 2022-2023.
100%
Ernst & Young Vietnam
Limited Liability
Company
Ernst & Young Vietnam
Limited Liability
Company
Ernst & Young Vietnam
Limited Liability
Company
Ernst & Young Vietnam
Limited Liability
Company
Ernst & Young Vietnam
Limited Liability
Company
On November 3
rd
, 2021, the team participated in a workshop on Transforming
corporate governance, risk and compliance systems (eGRC) jointly held by Smart Train
Company Limited (Smart Train), Archer (US-based a consulting company specialized
in the application of IT in management and risk management activities) and E&Y.
On July 21
st
, 2021, a capacity-building course was jointly held by the Ministry of Finance,
the American Internal Audit Association (IIA) and Smart Train for implementation of
internal audit functions in enterprises. A workshop on the use of Power BI in audit
activities was organized by E&Y exclusively for SBT.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
100
and discussion:
participated in online training, seminars
Audit function’s members) mostly
Committee’s member (and the Internal
impact, the variety of the Audit
In FY 2021-2022, due to Covid-19's
TRAINING COURSES
Audit opinion: VALIDITY and RELIABILITY
FY 2019-2020
FY 2018-2019
FY 2017-2018
LIST OF AUDITING FIRMS IN THE MOST RECENT 5 YEARS
Date of meetingNo. Agenda
quickly solve problems that arise unexpectedly.
of the AC. The members mostly communicated electronically via email, phone or social networks to handle work as well as
The AC held 4 meetings in FY 2021-2022. The strong outbreak of Covid-19 in the rst quarter did not materially aect the activities
AUDIT COMMITTEE’S MEETINGS
REPORT BY THE AUDIT COMMITTEE
FY 2021-2022
FY 2020-2021
Voting rate
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
strategy up to 2025.
with actual operational needs have been implemented in the Company's
objective manner. International practices on corporate governance, in line
performance is proceeded by the BOD in an honest, complete, accurate and
Committees and the BOD during the year. The evaluation of each member’s
on their self-assessment. The BOD will then provide a general evaluate of the
Every year, the BOD evaluates the performance of these Committees based
Committee in addition to the Audit Committee under the Board of Directors.
operated the Strategy Committee and the Nomination and Remuneration
the principles of prudence and timeliness, TTC Bien Hoa established and
Upholding efficiency in business operations and quick decision-making on
COMMITTEE
STRATEGY
UNDER THE BOARD OF DIRECTORS
REPORTS FROM OTHER COMMITTEES
101
COMMITTEE
REMUNERATION
AND
NOMINATION
1 Mrs. Huynh Bich Ngoc Chairwoman of the BOD
Head of the Strategy
Committee
November
2020
Overall responsibility for strategies.
2 Mrs. Dang Huynh Uc My
Vice Chairwoman of the
BOD
Member
November
2020
Responsible for developing strategies for
the Management System and Information
Technology Infrastructure for the Company
and its subsidiaries.
3 Mrs. Vo Thuy Anh
Independent
BOD member
Member
November
2020
Responsible for developing overseas
market development strategy.
4 Mr. Vo Tong Xuan BOD Member Member
November
2020
Responsible for the Company’s Agricultural
Scientic Research.
5 Mr. Nguyen Van De BOD Member Member
October
2021
Responsible for building an appropriate
nancial structure, attracting “Green”
funding in the international market.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
102
COMMITTEE
STRATEGY
sustainability reports.
Board of Directors the approval of the Company's annual
at the same time evaluate, review and propose to the
Company's strategies, policies, goals and ESG indicators;
corporate governance (ESG) development trends in the
• Assess the sustainability and Environmental, social, and
Investment (ROI);
projects, ensure Internal Rate of Return (IRR) and Return on
• Review and approve capital expenditures for strategic
strategic goals;
• Periodically evaluate and control the completion of annual
for FY 2025-2026 with a long-term vision to 2030;
• Develop the Company's development strategy orientations
threats to the Company's development strategy;
• Identify long-term, large and material opportunities and
and market trends of the Sugar and Agriculture industries;
• Analysis of macro environment, competition landscape,
DUTIES AND RESPONSIBILITIES
Full nameNo. Position in the BOD Position in the Committee Rights and Duties
UNDER THE BOARD OF DIRECTORS
REPORTS FROM OTHER COMMITTEES
member, and the remaining two are Board members.
one member is the Vice Chairwoman of the Board, one is an independent Board
The Strategy Committee consists of 5 members, led by the Chairwoman of the Board,
fund-raising activities to implement the 5-year strategy.
• Members of the Committee also participated in M&A and
strategies;
the set of standards for evaluating the implementation of
• Provided orientations for the Board of Management on
Production, Service and International Business;
into an provider of services and solutions for Agriculture,
Center model with the goal of turning TTC Bien Hoa
trend of the economy; transformed into the Commercial
transformation of the Company's resources and the
• Studied the road map to implement the appropriate
Agreement;
under the AANZFTA (ASEAN - Australia - New Zealand)
strategies to expand sugarcane production activities
in the potential Australian market, and assessing potential
international business environment, agricultural activities
• Advised and directly participated in expanding the
goals for the 2020-2025 period;
• Reviewed implementation and update the 5-year strategic
MAIN ACTIVITIES IN FY 20212022
appointment
Time of
1
Pre-FS approval of the investment project to build a sugarcane juice factory
2
• Approval of the policy to convert TTC Bien Hoa - Dong Nai Sugar Sole-Member Limited Company into a joint stock company
• Approval of a plan to conduct M&A of the Factory and expand investment opportunities in foreign markets
• Approval of the policy to upgrade FRM - Agriculture Management software
3
• Approval of the expansion of business activities and international investment
• Approval of a plan to implement commodity trading on ICE and deployment of a multi-channel distribution model
• Approval of a policy to restructure the Company's organizational model
4
Approval of the investment in Tay Ninh Sugar Joint Stock Company
5
Approval of the investment in Toan Hai Van Joint Stock Company
6
Approval of the strategic development investment in Australia
7
Approval of TTC Bien Hoa's implementation of an overseas investment project in Australia
8
Adoption of the investment in Son Duong Sugar Joint Stock Company and Tay Ninh Sugar Joint Stock Company
9
Approval of the acquisition of shares issued by Toan Hai Van Joint Stock Company under the plan to issue shares to existing
shareholders
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
DateNo. Agenda
MEETINGS IN FY 20212022
, 2022
th
May 16
, 2022
th
April 29
, 2022
th
February 28
, 2022
th
February 8
, 2021
th
December 29
, 2021
th
December 27
, 2021
th
October 29
, 2021
th
August 17
, 2021
st
July 21
Continue to develop and complete medium-term implementation plan (18 months);
updated to 2025, and develop orientations with 2030 vision;
Review the implementation of strategies, update the results of FY 2022-2023, evaluate the strategic goals
ASEAN - Australia region;
Build an international operating model according to the practices of operating units in the Indochina -
Agriculture – Production - Trading - Services on the basis of digital agriculture.
expand production resources with a view to becoming a company providing solutions and services for
Assess opportunities to participate in the M&A process, invest in acquiring new projects, develop and
process management;
agriculture and fruit trees by applying high technology on a digital platform and digitizing end-to-end
Build and develop the Agricultural Business Management model in line with the strategy of expanding
Center model;
development road map for the key projects in combination with the transformation to the Commercial
Evaluate and allocate TTC Bien Hoa's resources, assess the order of priority and materiality to build a strategic
ACTIVITY ORIENTATION IN FY 20222023
103
1 Mrs. Huynh Bich Ngoc Chairwoman of the BOD
Head of the Nomination
and Remuneration
Committee
October
2021
Responsible for participating in the
organization and development of the
overall human resources management and
remuneration strategy.
2 Mrs. Dang Huynh Uc My
Vice Chairwoman
of the BOD
Member
November
2020
Responsible for formulating policies
on evaluation, emulation, reward and
remuneration.
3 Mrs. Huang Lovia
Independent
BOD member
Member
October
2021
Responsible for developing the Company's
human resources development strategy in
the international market.
• Develop human resources management
strategy;
• Periodically evaluate and approve appointment
proposals and review succession plans of the
Board of Directors, the Board of Management
and Senior Ocers;
• Conduct the evaluation of performance of
the Board of Directors, the Committees under
the Board of Directors and the Board of
Management.
• Review and propose salary and bonus
framework for the Board of Directors and the
Board of Management;
• Study market trends related to employee
remuneration, determine performance
measurement criteria;
• Manage the ESOP issuance plan and ESOP
issuance regulations;
• Provide strategic orientations for the training
and development of senior successors;
• Develop training programs for members of the
Board of Directors, Board of Management and
senior managers;
• Introduce, evaluate and provide additional
resources to support the Board of Management.
Recruited and acquired senior management personnel, leading experts in respective areas in accordance with
the Company's development strategy to 2025;
Approved incentive and remuneration policies for employees working under the 3-on-the-spot regime during
the Covid-19 crisis with the goal of ensuring the labor force to maintain uninterrupted production and market the
essential products in a timely manner:
• Mrs. Dang Huynh Uc My was assigned to directly decide and handle situations under the authority of
the Board of Directors and highly related to the operations and general image of the Company during
the peak lockdown period from May to October 2021, ensuring the smooth and stable operation of the
Company;
• Developed a special working policy to live with Covid and protect the source of nished products (special
control regime was implemented for the workforce directly related to the factory);
• Developed policies to support employees aected by Covid with a road map tailored to the Covid situation
and assigned the execution thereof to the Board of Management.
Provided advice to the Board of Management on orientations to build TTC Bien Hoa’s brand image in the
domestic and regional labor markets in order to expand the candidate pool and acquire talents;
• Participated in international awards on international human resource activities;
• Expanded cooperation with domestic and foreign universities on: Research, internship and scholarships
for students.
Developed a matrix of job descriptions for the whole system, a set of capacity scales for leadership positions
at all levels. These provided information on comparison criteria with similar industries both within Vietnam
and beyond.
Uniformly deployed mobile models, comprehensively assessed operational activities to help improve the
perspective and capacity of the key leaders in charge of entities from the mother company and its aliates.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
104
independent BOD member.
of the BOD, one member is Vice Chairwoman of the BOD, and the remaining member is an
The Nomination and Remuneration Committee consists of 3 members led by the Chairwoman
MAIN ACTIVITIES IN FY 20212022
DUTIES AND RESPONSIBILITIES
Full nameNo. Position in the BOD Position in the Committee Rights and Duties
UNDER THE BOARD OF DIRECTORS
REPORTS FROM OTHER COMMITTEES
COMMITTEE
REMUNERATION
AND
NOMINATION
appointment
Time of
1
Adjustment of securities class of ESOP shares
2
• Approval of the election of the Standing Vice Chairwoman of the Board,
• Approval of the job assignment table for Board members
• Approval of the assignment of members in charge of the Board’s committees
• Approval of the nomination of Mrs. Dang Huynh Uc My and Mrs. Vo Thuy Anh to join the Board of Directors of Thanh Thanh Cong
Agricultural Development JSC
3
Approval of the transformation of enterprise type and appointment of TTC Bien Hoa's representative in SRDC
4
Approval of the change of Chairman - Miaqua Water Sole- Member Limited Liability Company
5
• Approval of the assignment of members to committees under the Board of Directors
• Approval of the remuneration for the Board of Directors and the Corporate Secretary
6
Approval of the adjustment of the securities type for employees owning ESOP shares
7
Approval of the adjustment of the securities type for employees owning ESOP shares
Approval of the adjustment of ESOP securities type
8
Approval of the responsibilities of the leaders in anti-corruption eorts
9
Resolution regarding the appointment of Deputy CEO, Division of Supply Chain
According to the general guideline of the new FY which is "upgrading the whole enterprise” and the capacity of the Board
of Directors and the Board of Management, the Committee will focus on developing work plans to improve the operational
eciency of the Board of Directors, the Board of Management to meet the needs of human resources for the transformation
to the Commercial Center operating model.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
8
transformation phase and restructuring programs to improve personnel quality are completed.
Consult the Board of Management in developing an appropriate salary and bonus policy after the digital
7
in TTC Bien Hoa's IT Roadmap to 2025;
Provide orientations of management needs and policy framework of human resource management module
2
consider the involvement of professional consultants in TTC Bien Hoa's transformation process;
Review the capacity and completeness of the leadership team at all levels, develop a training road map and
6
development.
• Organize courses to exchange and update socio-economic information, especially courses on sustainable
• Organize periodic reporting and assessment;
• Develop a set of KPIs for each member of the Board of Directors;
• Assign tasks to members of the Board of Directors;
Continue to improve policies to improve the eciency of the Board of Directors:
5
Develop policies to supplement human resources for international projects in Australia and Singapore;
4
Develop a plan to buy back employees’ ESOP shares;
3
Build the Company's organizational structure and total HR and reward policies;
1
Implement transparent and consistent communication of the Commercial Center model;
ACTIVITY ORIENTATION FY 20222023
MEETINGS IN FY 20212022
DateNo. Agenda
, 2022
th
June 28
, 2022
th
April 29
, 2022
rd
September 3
, 2022
th
February 28
, 2022
st
May 1
, 2021
th
October 29
, 2021
th
September 13
, 2021
th
April 9
, 2021
th
August 17
, 2021
th
July 7
105
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
106
CLIENTS
SUPPLIERS
FARMERS/
2.
INVESTORS
SHAREHOLDERS/
1.
in particular.
laws and ethical standards, especially those on corporate culture
in a way that reflects our operational status and complies with applicable
TTC Bien Hoa’s Code of Conduct is designed and adopted
tool to build our corporate culture and effective engagement with:
four years of implementation, it is widely agreed that the Code of Conduct is an effective
the World Bank, TTC Bien Hoa’s BOD officially approved our Code of Conduct. After
Following consultation with International Finance Corporation (IFC) - an organization of
organizational culture as a guiding principle for sustainable and stable development.
current epidemics and wars. At TTC Bien Hoa, we have focused on developing our
competitiveness and sustainable development, especially in difficult times due to
Corporate culture is one of the Core values that have a decisive influence on one’s
CODE OF CONDUCT
COMMUNITIES
GOVERNMENT AGENCIES/
5.
3.
STAFF
4.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
COMMENTS OF THE HUMAN RESOURCES DEPARTMENT FOR FY 20212022
channels for further improvements in accordance with our Vision and Mission.
standards. Feedback on the Code of Conduct are collected through dierent
continuous employee development and compliance with applicable behavioral
to employees’ opinions for reasonable handling of issues while also encouraging
Apart from equal treatment of all board members, the Management actively listens
work styles to gradually build our organizational culture.
facilitates our human resource management by shaping professional behavioral and
to communicate, work and learn from each other based on ethical standards. It
The Code of Conduct provides an ethical foundation for everyone in the Company
ASSESSMENT OF INTERNAL AUDIT FOR FY 20212022
Code of Conduct, whereby all comments and complaints can be led in an
We have adopted our grievance redress mechanism based on the rules of the
rules and values embraced by our Company.
parties in order to make sure that any relevant transaction complies with the ethical
also shared with our Business Partners, Suppliers, Clients, Farmers and other relevant
employees. In addition to wide dissemination internally, the Code of Conduct is
The Code of Conduct has been communicated clearly and fully to all of our
107
more talents.
building a healthy workplace to attract
forming our unique culture and
professional work styles, thus gradually
patterns and adapt themselves to our
straight away to shape their behavioral
to new recruits who can be engaged
share these requirements, especially
Resources Department so as to widely
training sessions of the Human
are always integrated into employee
behavior rules of the Code of Conduct
In addition, communication and
performance.
in 2022, as formal recognition of our
be certied by Great Place to Work
HR professionals and we were proud to
Asia’s most authoritative publication for
Work for in Asia by HR Asia - as the
2022, one of the Best Companies to
in two consecutive years of 2021 and
than planned. We were honored to be,
Vietnam’s best places to work earlier
to have become one of Asia’s and
an eective tool for TTC Bien Hoa
Indeed, the Code of Conduct oers
internally.
any violations of the Code of Conduct
In FY 2021-2022, there have not been
Head of the Internal Audit Department.
submitted comments managed by the
"Suggestion boxes", emails,... with
information channels such as "Hotline",
In addition, we also launched other
stakeholders.
objective responses to the concerned
Department for condentiality and
directly managed by the Internal Audit
comments or complaints which are
external stakeholders to submit their
making it easier for employees and
Bien Hoa's factories and warehouses,
boxes installed at the entrance of TTC
objective manner using suggestion
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
108
internal resources and stay ready for disruptive growth in the years to come.
in FY 2021-2022 and produced spectacular business results as conditions to strengthen
TTC Bien Hoa has affirmed its position as an industry leader that stood firm in difficult times
POLICY
RISK MANAGEMENT
RISK MANAGEMENT
Review
Response
Execution
Detection
Management
Prevention
Identification
and is controlled in three steps:
framework:
Our risk management system has a four-layer
in 2020.
the Institute of Internal Auditors (IIA) published
Model for structuring corporate governance of
organized in line with the Three Lines of Defense
of Corporate Governance.
governance standards, including the G20/OECD Principles
making eorts to comply with international corporate
line with the ISO 31000 standard. TTC Bien Hoa is constantly
in consultation with Ernst & Young Vietnam Co., Ltd. and in
Bien Hoa's Risk Management System is regularly improved
culture and fulll our objectives of risk management. TTC
management that can systematically form a preemptive risk
TTC Bien Hoa aims to build a consistent approach to risk
human resources and responding to higher production costs.
disruption risks to material supply chains, ensuring adequate
chain optimization and made active eorts in preventing
responses. Specically, TTC Bien Hoa has promoted supply
targeted areas and key sources of risk for timely and exible
and suppliers, sustains our focus on risk management in
one of the Vietnam’s and regional leading Sugar producers
Understanding potential risks early on, TTC Bien Hoa, as
production and supply of input materials, among others.
and poses challenges to the business community, especially
impacts are small; though, indirect ones are quite concerning
economy, Vietnam is also under the impact of the war. Direct
a highly open economy deeply integrated into the global
dealt another blow to the global economy. As a country with
the Covid-19 pandemic globally, the Russia-Ukraine war has
In FY 2021-2022, in addition to strong negative impacts of
Identication layer
Management layer
Execution layer
Review layer
Risk reporting channel
2 way information exchange
Source: TTC Bien Hoa
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
B2C Sales
Division of
Agribusiness
Division of
Supply Chain
Division of
Sales
Division of
Operations
Division of
Member unit
Agriculture
Production -
Division of
Risk Owner
Audit
Internal
Committee
Audit
Board of Directors
Risk Management
Chief Executive Officer
SHAREHOLDERS
MEETING OF
GENERAL
109
4
system.
• Monitor and evaluate the risk management
Roles:
Department
Including: Audit Committee and Internal Audit
REVIEW LAYER
3
risks.
• Suggest action plans to manage identied
of responsibility.
• Identify, assess and classify risks in their areas
Roles:
Including: Risk Owners
EXECUTION LAYER
2
methods and procedures.
• Develop guidelines on risk management
improved awareness on risk management.
• Conduct training and communications for
management activities.
• Organize delivery and coordination of risk
• Review assessment ndings of Risk Owners.
Roles:
Department and A Team of Coordinators
Including: Risk Management and Compliance
MANAGEMENT LAYER
1
actions.
• Undertake risk assessment and risk reduction
appetite statement.
• Approve risk tolerance and develop risk
management structure.
• Monitor the performance of the risk
policy.
• Approve the risk management structure and
Roles:
Including: Board of Directors
IDENTIFICATION LAYER
STRUCTURE
RISK MANAGEMENT SYSTEM
A FOURLAYER
THE COMPANY 'S DEPARTMENTS
MEMBER COMPANIES
: Daily workows
: Corporate risk management process
: Coordination, support, and consultation
Source: TTC Bien Hoa
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
110
DIRECTORS
BOARD OF
OFFICER
EXECUTIVE
CHIEF
& COMPLIANCE
MANAGEMENT
OF RISK
DIRECTOR
COMMITTEE
BOD AUDIT
PROCESS AND THE BUSINESS PROCESS
REPORTING ROUTES BETWEEN THE RISK MANAGEMENT
EMPLOYEES
COORDINATOR
CORPORATE RISK
UNIT
HEAD OF
DIRECTOR
DIVISION
RISK MANAGEMENT
RISK MANAGEMENT & COMPLIANCE
COORDINATOR
RISK
COMPLIANCE
MANAGEMENT &
HEAD OF RISK
DIRECTORS OF MEMBER COMPANIESDEPUTY CHIEF EXECUTIVE OFFICER
EMPLOYEES
COORDINATOR
COMPANIES RISK
MEMBER
BUSINESS
IN CHARGE OF
DEPUTY DIRECTOR
DIRECTOR/
COMPANIES
OF MEMBER
DIRECTORS
DEPUTY
Establish and ocially install a team of “Risk Coordinators” at the Company and its subsidiaries.
Develop and issue periodic, ad-hoc and thematic risk management bulletins.
Fully implement risk management programs within TTC Bien Hoa, covering our subsidiaries in Laos, Cambodia and
Singapore.
Build understanding on risk management in line with the Three Lines of Defense Model through practical training
programs delivered by Ernst & Young Vietnam Co., Ltd.
Implement Covid-19 prevention to minimize its impact, maintain business continuity and protect the health and
safety of all employees.
Review, develop and update the “SBT Risk Bank” in categories: Strategic, Operational, Financial Reporting and
Compliance, covering dierent risk areas.
Complete the SBT Risk Map 2021-2022 to support risk monitoring and management by the BOD and the Board of
Management.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Key highlights related to risk management activities in FY 2021-2022:
updated promptly from time to time to reflect new market developments.
for situations where our operations might be disrupted have been developed and
relevant actions were in place to address all identified risks. Response options
to Covid-19 pandemic that caused global supply chain disruptions wherein
management responses, especially to newly arising risks. This includes responses
risk identification, assessment and classification is performed for appropriate risk
our approved risk management framework and risk appetite. Adequate and timely
In FY 2021-2022, TTC Bien Hoa deploys our risk management process according to
IN FY 2021-2022
RISK MANAGEMENT ACTIVITIES
111
(*) Excerpt from TTC Bien Hoa's material risk portfolio
Level of impact:
Very high
High
Medium
Low
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
112
RISK MANAGEMENT
Brand reputation risks
Information security risks
Transformation risks
Agricultural production risks
Macro risks and business market risks
Risks of Covid-19 pandemic
ANALYSIS OF MATERIAL RISKS IN FY 20212022
Financial risks
Health and safety risks in the work environment
Risks in human resource management
Compliance and legal risks
Environmental risks
IN FY 20212022
MATERIAL RISKS TO
• The global economy is facing supply chain
disruptions and supply-demand imbalances driven
by rising post-COVID demand;
• Russia's war in Ukraine has further endangered the
supply of food, energy and raw materials;
• Governments around the world have adopted
food protectionist measures to limit food exports;
These has fueled ination and aected both
developed and emerging economies adopting
measures to tighten monetary and scal policies
to reduce ination, causing potential risks of global
economic recession that could occur in the end of
2022.
• The Company has taken steps to closely monitor
market developments (i.e. uctuations in sugar
prices, production costs, supplies, transport
costs and service fees,...) to come up with
dierent scenarios for responsive supply chain
and distribution strategies and to ensure the
continuity and eciency of our production and
business activities.
• Raw important materials are always monitored
for supply and demand uctuations and patterns
in order to introduce reasonable and best-cost
supply chain strategies and avoid potential
interruptions.
• Relevant policies to support farmers are
introduced to expand our sugarcane plantation
area for higher autonomy on raw sugarcane. In
addition, TTC Bien Hoa closely follow market
developments for strategic trading and
stockpiling of raw sugar for responsive business
plans.
• The Company has invested in digital
transformation projects for improved cost and
resource management, thereby minimizing
production costs and enhancing our
competitiveness.
The fourth wave of the COVID-19 pandemic spread
strongly in Vietnam from June through December
2021, leading to wide-scale social distancing that
lasted for months, especially in Ho Chi Minh City
and the Southeast provinces. This potentially caused
operational disruptions and rising supply-chain costs
of TTC Bien Hoa.
• TTC Bien Hoa established and have maintained
a Crisis Management Board to make quick and
urgent decisions to respond to the pandemic
developments. It is tasked to develop crisis
scenarios related to the Covid-19 developments
and response options in a Business Continuity
Plan (BCP). Each crisis scenario is matched with
specic response actions.
• Response actions are fully formulated for all
stages in the TTC Bien Hoa value chain: Input
supply management - Factory production
management - Farm operations management;
Human resource management - Communication;
Financial health management, Distribution
channel management and 3PL (Third-party
Logistics) management. Regular engagement
with stakeholders is maintained and exible
work arrangements are developed, in addition
to technology application and improvements in
data management.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
RISKS
PANDEMIC
COVID-19
RISKS
AND MARKET
MACRO
RISKS RISK INTERPRETATION COUNTERMEASURES
AND IMPLEMENTATION RESULTS IN 2021-2022
MATERIAL RISKS, COUNTERMEASURES
113
• Organize training on our condentiality policy,
coupled with regular warnings and reminders on
proper use and protection of IT equipment and
information resources.
• Develop an IT disaster recovery plan, with annual
disaster recovery drills and regular review and
updates of the plan.
• Maintain and regularly monitor performance of
the information security management system.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
114
RISK MANAGEMENT
branding eorts.
that signicantly harm our brand reputation and
when TTC Bien Hoa is targeted for media attacks
Potential media crises and risks to brand reputation
RISKS
REPUTATION
BRAND
Risks of leakage of condential information.
RISKS
SECURITY
INFORMATION
crops.
• Competition between sugarcane and other
aging, leading to shortage of labor in agriculture;
industry and services sectors, and population
• A shift of employment from agriculture to
sugarcane production;
• Surging production costs that lower eciency in
• Rapid urbanization;
Vietnam. This is mainly attributed to
presents a signicant risk to sugar factories in
Possible downsizing of sugarcane plantations
RISKS
PRODUCTION
AGRICULTURAL
RISKS RISK INTERPRETATION COUNTERMEASURES
regulations on public speaking.
• Issue social media etiquette rules and
media crises.
• Focus on building capacities to respond to
up with fastest response solutions.
• Assess and categorize media crises to come
management structure.
to boost productivity and streamline our
farmers in our sugarcane plantation area
• Promote production cooperation with key
sugarcane farming.
and improved productivity and eciency in
cost optimization, higher farm mechanization
mechanical methods of weed control,... for
harvesting technologies and methods, and
irrigation technologies and methods,
production such as nutrient requirements,
and precision farming practices in sugarcane
• Promote application and transfer of agronomic
crops are grown.
sugarcane plantations in areas where other
maintaining existing and establishing new
policies to support sugarcane growers, thus
• Develop and update relevant investment
• Develop and manage sugarcane plantations
using plot data maps; evaluate soil quality for
appropriate farming solutions that can boost
productivity of our sugarcane plantations.
• Build regional weather databases to provide
adaptation suggestions, both at technical
(introduction of drought- or waterlogging-
tolerant varieties, for example) and policy levels
(infrastructure development or purchasing policies
depending on market developments,...).
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
our internal regulations.
violate or fail to comply with legal provisions or
• Risks may be present when our employees
our business plans and operations.
plus missing and unclear guidance may aect
• Changes and overlaps in laws and regulations,
RISKS
AND LEGAL
COMPLIANCE
and increase costs needed to manage these risks.
sustainable expansion of sugarcane plantations
diseases and pests on sugarcane are harmful to
Climate change, soil erosion and hazards from
RISKS
ENVIRONMENTAL
risks during project implementation.
implementation, especially change management
delays, low quality of delivery, over-budget
project implementation include progress
Identied risks that may be encountered during
eRetail or WMS,...
been deployed, including: Supply Planning, DMS &
A series of our digital transformation projects have
RISKS
TRANSFORMATION
RISKS RISK INTERPRETATION COUNTERMEASURES
115
employees.
of ethical conduct applicable to all of our
framework rules, regulations and standards
• Apply the “SBT Code of Conduct” that include
changes in applicable legal policies.
changes and developments, especially
regulations to reect internal and external
• Issue, review and update internal management
abiding by the laws.
ensure eective business operations by strictly
• Actively study and follow new regulations to
and all of our employees.
engage those directly involved in our projects
programs, training and HR policies that
solutions include surveys, communication
and risks. Flexible change management
to propose solutions to minimize such impacts
on stakeholders and our operations, in order
assess project implementation and impacts
• Introduce a change management process to
and budget spending.
systems/tools to track project progress, quality
• Leverage eective use of resources and
project implementation and management.
and mutual learning sessions to improve
• Organize various training, experience sharing
the Digital Project Management Oce (PMO).
tracking, selection of consultants,... through
management and acceptance, progress
budget management, project quality
management process from project planning,
• Adopt a well-structured and rigorous project
Source: TTC Bien Hoa
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
116
RISK MANAGEMENT
communities and brand reputation.
long-lasting consequences on our employees,
of life and property, and leaving negative and
occupational accidents or diseases and huge loss
present in our operations, potentially causing
There are dangers and hazards that are always
ENVIRONMENT
IN THE WORK
SAFETY RISKS
HEALTH AND
investment funds.
lending regulations of credit institutions and/or
• Capital mobilization is aected due to tight
diculties faced by our clients and partners.
risks. This potentially aects our cash ows given
• There are higher ination and nancial stability
RISKS
FINANCIAL
and retaining talents.
• Increasingly stronger competition in attracting
development.
resources to meet the needs for our rapid
• Possible shortage of highly skilled human
MANAGEMENT
RESOURCE
HUMAN
RISKS IN
RISKS RISK INTERPRETATION COUNTERMEASURES
reputation.
build employee awareness and our brand
on occupational safety and health issues to
• Organize training and inspection sessions
factories/oces.
and environmental inspections at all of our
periodic hazard assessments and safety, health
safety management system. Strictly perform
• Build and maintain an occupational health and
budget planning and administration.
internal processes and regulations related to
complying with and regularly improving
uctuations to manage ination risks, by
(Pricing Model) according to market price
especially updating costs and selling prices
• Optimize budget drafting and management,
mobilization eorts.
and loan options to promptly rework capital
documents governing banking transactions,
• Regularly study new credit policies and legal
institutions,...).
(investors, national and foreign nancial
• Diversify sources of capital mobilization
plans.
key management positions in our succession
and organize training of those targeted for
• Develop HR sta capacity on recruitment
programs on soft and technical skills.
• Organize sta capacity building training
development paths for employees.
capacity assessment system with clear career
• Maintain and develop a fair and transparent
compensation and pay policies.
• Review and introduce competitive
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
actions and risk management action plans.
exposures in order to promptly strengthen remedial
warning when there is any signal of increasing risk
(KRIs); perform regular assessment, reporting and early
• Update the material risk portfolio and key risk indicators
overlapping responsibilities.
time and resource optimization while preventing
capabilities for ecient management and cost,
in order to establish an integrated collection of
(GRC) system in the next three years (2023-2025)
• Build an integrated Governance, Risk, Compliance
Vietnam’s economy is facing the risks of inflation and recession, specifically:
are for efficient delivery of risk management objectives, given that the global and
including human resources, technical methods, processes and technologies. These
as established and improving structural aspects of our risk management system,
In FY 2022-2023, TTC Bien Hoa will continue implementing risk management activities
KEY RISK MANAGEMENT ACTION PLAN FOR 2022-2023
117
timely responses.
validate and identify violations in the Company for
• Implement compliance management activities to
contests and mini-games on risk management.
management to build a risk culture, in the form of
• Implement internal communication programs on risk
the future.
development of our business continuity strategies in
in an event of disruption, setting a foundation for the
the importance and priority of key business functions
as part of the Business Continuity Plan (BCP) to assess
• Review and update the Business Impact Analysis (BIA)
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
118
FOR FY 2021-2022
DELIVERED LEGAL COMPLIANCE PLAN
the proposed Laws, specically as follows:
With this motto, in FY 2021-2022, TTC Bien Hoa has successfully completed the plans to implement
business activities
production, and
In operation,
activities
In governance
development environment for all entities involved in the governance, operation, production, trading activities.
thereby actively creating a competitive, fair and transparent legal environment for the goal of building a sustainable
legal regulation formulation based on the principle of ensuring the harmony of interests among stakeholders,
In addition to compliance activities, the Company also actively participates in opinion contribution, policy and
across its value chain, from the Company to its subsidiaries, affiliated companies.
compliance activities are always comprehensively implemented by TTC Bien Hoa
basis of implementing this motto to affirm sustainable competitive advantages, legal
businesses in general and by TTC Bien Hoa in particular. At TTC Bien Hoa, on the
Legal compliance is a mandatory activity and is particularly prioritized by all
LEGAL COMPLIANCE
activities
In law-making
legal foundation
associated with the
Transformation"
of "Digital
implementation
In the
Mr. Nguyen Thanh Ngu - SBT's CEO at Listed Companies 2022 Award Ceremony - Top 5 Best Corporate Governance Companies -
Large Capital Group
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Stock Exchange. The Company has also reviewed and
and other guidance documents of the Ho Chi Minh City
in accordance with the Circular No. 96/2020/TT-BTC
management reports, provided information as required
has made information disclosure, conducted periodical
and their guiding documents. Accordingly, TTC Bien Hoa
provisions of the Law on Enterprise, the Law on Securities
TTC Bien Hoa always ensures strict compliance with the
IN GOVERNANCE ACTIVITIES
to its operations in the main areas of:
TTC Bien Hoa always actively learns, implements, and strictly complies with legal regulations directly related
IN OPERATION, PRODUCTION, AND BUSINESS ACTIVITIES
119
2020-2021 General Meeting of Shareholders.
documents that were approved by the FY
with the Law on Securities 2019, its guiding
appropriate with the changes in accordance
and operation of the Board of Directors to be
Governance, Regulation on organization
Charter, Internal Regulations on Corporate
amended the content of the Company's
• Import - export.
• Securities - Public company;
• Monetary - Banking;
• Agricultural policy;
• Accounting - Auditing;
• Tax - Fee - Charges;
• Land;
• Construction;
• Employment - Salary;
• Insurance;
• Intellectual Property;
• Trade;
• Quality standards - Goods trademark;
• Natural Resources - Environment;
• Enterprise - Investment;
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
120
LEGAL COMPLIANCE
and sending answers to the survey questions on application
companies actively participated in contributing opinions
in the past scal year, TTC Bien Hoa and its aliated
companies, including TTC Bien Hoa. Accordingly, especially
of Vietnam's Sugar Industry as well as domestic Sugar
the State in the most benecial direction to the operation
adaptation and lawful application of the new policies of
production and business activities, to make timely
and legal documents directly impacting the Company's
always actively contributes opinions, formulates policies
Besides legal obedience and compliance, TTC Bien Hoa
IN LAWMAKING ACTIVITIES
platform have optimized the time for signing documents
The initial results show that applications on this digital
electronic signatures at the Company and its subsidiaries.
system of digital signatures, electronic contracts, and
2022, TTC Bien Hoa has started to put into operation the
and governance apparatus of TTC Bien Hoa. In FY 2021-
legal regulations into the operation of the management
of "Digital Transformation" on the basis of compliance with
TTC Bien Hoa continued to carry out the pioneering goal
ASSOCIATED WITH THE LEGAL FOUNDATION
IN THE IMPLEMENTATION OF "DIGITAL TRANSFORMATION"
2025 set forth by the Prime Minister.
Agriculture sector for the period of 2021-
the realization of restructuring goal of the
chain of the Sugar industry, contributing to
goal of developing the sustainable value
Industry to gradually recover, realizing the
Thailand, facilitating Vietnam's Sugar
with other countries in the region, especially
fairly and eliminate unhealthy competition
helping Vietnam's Sugar industry compete
Industry and Trade on June 15, 2021, thereby
1578/QD-BCT issued by the Ministry of
of trade remedies under the Decision No.
in Thailand, and eliminated the avoidance
measures for cane sugar products originated
and strict implementation of anti-subsidy
No. 1514/QD-BCT has aided the complete
Laos, Malaysia, and Myanmar. The Decision
are imported from Cambodia, Indonesia,
sugar products of originated in Thailand that
evasion of trade remedies for some cane
1514/QD-BCT to apply measures to prevent
of Industry and Trade issued the Decision No.
, 2022, the Ministry
st
As a result, on August 1
cane sugar products originated in Thailand.
of avoidance of trade remedies for some
the legal compliance.
context due to the pandemic while ensuring
Bien Hoa promptly adapt to the distancing
professional manner, thereby helping TTC
General Meeting in a modern and
organized the completely online Annual
time, TTC Bien Hoa has successfully
development. In particular, for the rst
the seamless value chain, and sustainable
management - operation - production,
the pandemic, ensure uninterrupted
and exibly to minimize the impact of
adjusted its activities and policies proactively
the Covid-19 outbreak, TTC Bien Hoa has
compliance. In the past scal year, facing
and easily, and above all, ensured the legal
track and extract data quickly, conveniently,
and contracts, guaranteed security, helped
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Related industry: Origin of goods
, 2022
th
Date of entry into force: July 16
according to ASEAN Trade in Goods Agreement.
regulating the implementation of the rules of origin
Amendment and supplementation of some circulars
Excerpts from content:
Circular No. 10/2022/TT-BCT of the Ministry of Industry and Trade dated June 1, 2022
2
Related industry: General Policy
, 2022
st
Date of entry into force: July 1
Government on invoices and records.
123/2020/ND-CP dated October 19th, 2020 of the
Administration dated June 13, 2019, the Decree No.
Implementation of some articles of the Law on Tax
Excerpts from content:
Decree No. 78/2021/TT-BTC of the Ministry of Finance dated September 17
4
Lĩnh vc điu chnh: Non-tari
, 2022
th
Date of entry into force: August 12
method.
for Sugar products (Rened and Raw Sugar) by auction
Regulations on the allocation of import tari quotas
Excerpts from content:
Circular No. 11/2022/TT-BCT of the Ministry of Industry and Trade dated June 27, 2022
3
Related industry: Tax
, 2021
st
Date of entry into force: September 21
and Myanmar
ASEAN countries: Laos, Cambodia, Indonesia, Malaysia
that are accused of trade remedy avoidance by 05
subsidy) for cane sugar products originated in Thailand
the avoidance of trade remedies (anti-dumping, anti-
Investigation on the application of measures to prevent
Excerpts from content:
Decision No. 2171/QĐ-BCT of the Ministry of Industry and Trade dated September 21
1
TTC BIEN HOA'S OPERATIONS IN FY 2021-2022
SOME LEGAL REGULATIONS DIRECTLY AFFECT
121
the ASEAN Trade in Goods Agreement.
C/O to be entitled to special preferential tax rates under
Applied adjustments when applying for form D of the
Content with direct impact on TTC Bien Hoa:
activities of TTC Bien Hoa.
Applied regulations on e-invoices to the corresponding
Content with direct impact on TTC Bien Hoa:
, 2021
th
production.
to meet the demand for additional raw materials for
Applied regulations to participate in quota auctions
Content with direct impact on TTC Bien Hoa:
and sugar sales, if the anti-subsidy tax is ocially applied.
impact TTC Bien Hoa's purchase price of input materials
Cambodia, Indonesia, Malaysia, and Myanmar will
trade remedy avoidance by 5 ASEAN countries: Laos,
products originated in Thailand that are accused of
prevent the avoidance of trade remedies for cane sugar
Investigation on how the application of measures to
Content with direct impact on TTC Bien Hoa:
, 2021
st
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
122
TTC BIEN HOA'S OPERATIONS IN FY 20212022
SOME LEGAL REGULATIONS DIRECTLY AFFECT
LEGAL COMPLIANCE
Related industry: Environment
, 2022
th
Date of entry into force: January 7
protect the ozone layer.
Regulations to reduce greenhouse gas emissions and
Excerpts from content:
Decree No. 06/2022/ND-CP issued by the Government on January 7
8
Related industry: Environment
, 2022
th
Date of entry into force: January 10
environmental protection.
Detailed regulations on some articles of the law on
Excerpts from content:
Decree No. 08/2022/ND-CP of the Government issued on January 10
7
Related industry: Environment
, 2022
st
Date of entry into force: January 1
in environmental protection.
organizations, communities, households and individuals
rights, obligations and responsibilities of agencies,
Regulations on environmental protection activities;
Excerpts from content:
, 2020.
th
November 17
Law on Environmental Protection No. 72/2020/QH14 promulgated by the National Assembly on
6
Related industry: Securities
, 2021
th
Date of entry into force: December 30
market.
violations against regulations on securities and securities
December 31st, 2020 on penalties for administrative
the Government's Decree No.156/2020/ND-CP dated
Amendment and supplementation of some articles of
Excerpts from content:
Decree No. 128/2021/ND-CP of the Government issued on December 30
5
development roadmap.
protection, especially the Government's carbon market
on GHG emission reduction and ozone layer
strategy on the basis of applying the legal provisions
actualize the goal of developing a “Green” business
Create a legal framework for TTC Bien Hoa to further
Content with direct impact on TTC Bien Hoa:
, 2022
th
course of production and business.
among TTC Bien Hoa and its member companies in the
protection to facilitate understanding and compliance
activities, rights and obligations in environmental
Detailed regulations on environmental protection
Content with direct impact on TTC Bien Hoa:
, 2022
th
course of production and business.
among TTC Bien Hoa and its member companies in the
protection to facilitate understanding and compliance
activities, rights and obligations in environmental
Detailed regulations on environmental protection
Content with direct impact on TTC Bien Hoa:
enforcement and compliance.
securities and the stock market to take initiative in
corresponding penalties for violations in the eld of
TTC Bien Hoa is fully aware of the violations and
Content with direct impact on TTC Bien Hoa:
, 2021
th
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
CONSTANTLY UPDATING INTERNATIONAL TREATIES
relevant guidelines and incentives in production and business activities.
still looking out for guiding documents for RCEP implementation to promptly and optimally apply
customs procedures, trade remedies, trade & services, investment,... In addition, TTC Bien Hoa is
2022. RCEP stipulates key details related to commitments on free trade in goods, rules of origin,
and New Zealand, signed on November 15
Southeast Asian Nations (ASEAN) and ASEAN's ve partner countries, Japan, Korea, China, Australia
Partnership (RCEP) - a free trade agreement signed by 10 member countries of the Association of
Besides, TTC Bien Hoa also updated information related to the Regional Comprehensive Economic
Hoa and fully updated to comply in practice.
quotas from the United Kingdom - Northern Ireland, which has been carefully studied by TTC Bien
ocially came into eect. This species specic preferential tax rates when importing Sugar on
Republic of Viet Nam and the United Kingdom of Great Britain and Northern Ireland (UKVFTA)
Report of FY 2020-2021), as of May 1
In addition to FTAs that have been updated up to July 2021 (for details, please refer to the Annual
Related industry: Intellectual Property
, 2022)
th
eect as of January 14
(regulations on protection of audio trademarks, taking
, 2023
st
Date of entry into force: January 1
Law on Intellectual Property.
Amendments and supplements to some articles of the
Excerpts from content:
, 2022
th
the National Assembly on June 16
The Law amending and supplementing some articles of the Law on Intellectual Property promulgated by
11
Related industry: Tax
, 2022
th
Date of entry into force: May 28
in 2022.
corporate income tax, personal income tax and land rent
Extension of deadlines for payment of value added tax,
Excerpts from content:
Decree No. 34/2022/ND-CP of the Government issued on May 28
10
Related industry: Capital
, 2022
th
Date of entry into force: May 20
cooperatives and business households.
dong extended by commercial banks to enterprises,
Regulations on interest rate support for loans in Vietnam
Excerpts from content:
Decree No. 31/2022/ND-CP of the Government issued on May 20
9
123
,
st
, 2020 and ocially taking eect from January 1
th
, 2021, the Free Trade Agreement between the Socialist
st
our intellectual property in the digital era.
of audio trademarks, TTC Bien Hoa can eectively protect
especially with the additional regulations on protection
With 100 amended and supplemented provisions,
Content with direct impact on TTC Bien Hoa:
optimize the incentive policies.
added tax, corporate income tax, and land rent to
propose an extension of deadline for payment of value
Put in place a legal framework for TTC Bien Hoa to
Content with direct impact on TTC Bien Hoa:
, 2022
th
Bien Hoa.
in Vietnam dong extended by commercial banks to TTC
propose the application of interest rate support for loans
Put in place a legal framework for TTC Bien Hoa to
Content with direct impact on TTC Bien Hoa:
, 2022
th
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
124
LEGAL COMPLIANCE
and osetting mechanisms programs and projects in accordance with Decree No. 06/2022/ND-CP.
of Finance. TTC Bien Hoa will consider applying for certication of carbon credits and registration for carbon exchange
credit trading, and a nancial management mechanism for the operation of the carbon market adopted by the Ministry
to GHG emission quotas, carbon credits stipulated by the Ministry of Natural Resources and Environment and carbon
paid to the Government's carbon market development roadmap, including updated guidelines for transactions related
policies on sustainable development for employees, farmers and agriculture businesses. In particular, special attention is
and timely compliance. Focus on communications, dissemination and application of legal standards and TTC Bien Hoa's
Continue to develop a “Green" business strategy along the value chain of TTC Bien Hoa to ensure the principle of legal
impacts on TTC Bien Hoa's production and business activities.
Closely monitor the actual situation, actively contribute ideas, develop policies and legal documents that have direct
operations.
Continue to strictly comply with the provisions of the Law and legal standards that directly aect TTC Bien Hoa's
IN FY 2022-2023
REGULATORY ENFORCEMENT PLAN
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
based on the following standards:
interests of Investors/Shareholders and Stakeholders. These initiatives are
being implemented to maintain a solid information bridge and ensure the
IR activities have always been active and exible with diverse initiatives
Relations section of the website. In the 2021-2022 period, TTC Bien Hoa's
updated in both English and Vietnamese and are published in the Investor
Documents for Investors/Shareholders and Related Parties are continuously
access business information in a prompt, intuitive and friendly manner.
to be a bridge that helps Investors / Shareholders and Related Parties
of information. In addition, the Investor Relations website continues
Commitment to the Honest, Timely and Transparent disclosure
Eciency - Creativity - Integrity - Ownership - Pioneering and
TTC Bien Hoa's IR activities are based on the Company's core values:
INVESTORS/SHAREHOLDERS
ENSURE FULL TRANSPARENCY, EQUALITY AND INTERESTS OF
the contact point for Investors and Shareholders.
obligation of disclosing information and serving as
interests. IR activities are not simply limited to the
Strategy and in the harmonization of Stakeholders'
represent a critical part in the Company's Sustainability
TTC Bien Hoa's Investor Relations (IR) activities
INVESTOR RELATIONS
125
Principles of Corporate Governance,...
Corporate Governance Scorecard, the OECD
international standards such as: The ASEAN
best market practices as well as higher
• In addition, the Company is working towards
relevant legal documents;
Vietnam Securities Depository Center and
Commission, the Stock Exchange and the
• Regulations of the State Securities
, 2021;
st
21
Vietnam and its subsidiaries dated December
of information at the Stock Exchange of
Exchange of Vietnam guiding the disclosure
• Decision 21/QD-SGDVN of the Stock
2020;
,
th
at the stock market dated November 16
Finance Guiding the disclosure of information
• Circular 96/2020/TT-BTC of the Ministry of
• The Corporate Charter;
Annual General Meeting.
successfully held the first virtual
In this year, the Company
Shareholders and Stakeholders.
receipt of information by Investors/
and, most importantly, affect the
social distancing affect IR activities
all this, TTC Bien Hoa did not let
businesses in particular. Despite
activities of society in general and
year, Covid has disrupted many
up the Company. Over the past
activities act as a lever leveling
value of the Company. Good IR
community properly assess the
value and helping the Investor
in the strategy of building brand
They also play an important role
5
• Audited annual nancial statements
• Reviewed semi-annual nancial statements
• Worked towards nancial statements adherent to IFRS standards
• Interpretation of Quarterly Financial Statements
• Corporate website
• SSC, HOSE and HNX Information disclosure portals
• Emailed to Investors/Shareholders and Financial
Professionals
6 Annual report as per IIRC standards IIRC and reviewed by Internal Audit
7
The Sustainable Development Report was integrated in the annual report according to
the GRI Sustainability Reporting Standards
8
Endeavored to meet the eligibility conditions for the SBT stock to remain in HOSE’s
important index baskets such as VNSI 20 and the largest ETFs and Indexes in Vietnam
• Mass media channels
• Newspapers
9
Exchanged information with Analysts of reputable securities companies to assist
securities companies in issuing Short notes, Earning Flash and Research Reports
related to the valuation of the SBT stock
• Investment conferences organized by securities
companies both oine and online
• Organized by SBT
10
Updated highlights of the Company's activities via email to Investors/Shareholders
and Financial Professionals
• Corporate website
• Emailed to Investors/Shareholders and nancial
experts
11
Organized analyst conferences, conference calls with Investors/Shareholders and
Financial Professionals
• SBT organized these events oine or online
12
Actively participated in domestic and foreign capital market events organized by
reputable nancial institutions
• Investment and capital market conferences at home
and abroad, both oine and online
1
Disclosed information according to current regulations and aimed for higher
international standards
• Corporate website
• SSC, HOSE and HNX Information disclosure portals
2
Proactively disclosed important information considered critical to the interests of
Investors/Shareholders
• Corporate website
• Emailed to Investors/Shareholders and Financial
Professionals
3
Ensured that the information provided to Investors/Shareholders accurately reected
the nature of information and operations of the Company
4 Disclose information in both English and Vietnamese
• Corporate website
• SSC, HOSE and HNX Information disclosure portals
• Emailed to Investors/Shareholders and Financial
Professionals
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
126
COMMUNICATED CORPORATE VALUES TO CURRENT AND POTENTIAL INVESTORS/SHAREHOLDERS
1
ACTIVE AND TRANSPARENT DISCLOSURE OF INFORMATION
ACTIVELY NETWORKED WITH INVESTORS/SHAREHOLDERS
3
ENHANCED THE MARKET VALUE AND LIQUIDITY OF STOCK THROUGH THE “LANGUAGE OF FINANCE"
2
IN FY 2021-2022
INVESTOR RELATIONS ACTIVITIES IMPLEMENTED
INVESTOR RELATIONS
DIVERSE DISCLOSURE CHANNELS
• Separate and consolidated nancial statements for the
fourth quarter of the FY 2021-2022
• Interpretation of nancial statements for the fourth
quarter of the FY 2021-2022
• Corporate Governance Report for FY 2021-2022
• Separate and consolidated nancial statements for FY
2021-2022
• Attended SSI Sugar Tour organized by SSI
• Investor Newsletter Q1 of FY 2022-2023
• Annual General Meeting for FY 2021-2022
• Annual report for FY 2021-2022
• Separate and consolidated nancial statements for the
rst quarter of FY 2022-2023
• Interpretation of nancial statements for the rst
quarter of FY2022-2023
• Separate and consolidated nancial statements for the
second quarter of FY 2022-2023
• Interpretation of nancial statements for the second
quarter of FY 2022-2023
• Semi-annual corporate governance report for FY 2022-
2023
• Roadshow for Potential Investors, VIP Shareholders and
Analysts
• Semi-annual reviewed separate and consolidated
nancial statements for FY 2022-2023
• Investor Newsletter Q2 of FY 2022-2023
• Separate and consolidated nancial statements for the
3rd quarter of FY 2022-2023
• Interpretation of nancial statements for the 3rd quarter
of FY 2022-2023
• Investor Newsletter Q3 of FY 2022-2023
• Attend investor networking sessions organized by
securities companies
• Attend investor networking sessions organized by
securities companies
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
October
November
September
July
2022-2023
FOR THE FY
FINANCIAL CALENDAR
PROJECTED
2022
127
March
June
May
April
February
January
2023
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
128
based on three national and international standards:
In FY 2021-2022, TTC Bien Hoa conducted the corporate governance assessment
the most stringent market standards and practices.
strengthen our management structure in line with international standards as well as
In our long-term development strategy, TTC Bien Hoa will consistently improve and
Investors, thereby enabling us to attract quality and diversified investment capital.
towards sustainable development and grow confidence of our Shareholders/
TTC Bien Hoa believes that corporate governance helps steer our operations
CORPORATE GOVERNANCE REPORT AND ANALYSIS
• TTC Bien Hoa was committed to ensuring our shareholder interests by implementing our plan to payout a 7% stock dividend for FY
2020-2021 in accordance with the law;
• Held the Annual General Meeting within 4 months from the end of the FY;
• Disclosed all shareholder agreements, including BOD condentiality agreements;
• Provided enabling conditions for minority shareholders to attend the Annual General Meeting.
• No record of violations in performing transactions with the related Parties;
• Announced Vietnamese - English bilingual meeting documents 21 days before the AGM.
• Disclosed assessments related to environmental responsibility, policies, practices, eorts in implementing environmental protection
standards and OSH and welfare policies as reected in the annual reports;
• Complied with Responsible Business standards;
• Approved and promoted compliance with the Collective Bargaining Agreement to prevent fraudulent and corruptive practices and
protect the interests of TTC Bien Hoa's employees.
• TTC Bien Hoa fully disclosed such information as our audited nancial statements, vision, mission, core values, business objectives,
investment portfolios and project details, among others;
• Our nancial statements were independently audited by Ernst & Young Vietnam Co., Ltd;
• Strictly complied with Vietnamese laws on information disclosure.
• The BOD members were given clear functions and tasks, and acted in the best interests of the Company;
• There was sucient number of BOD independent members in FY 2021-2022, with 3/7 of BOD members being independent;
• The BOD Chairwoman fullled her responsibilities to ensure eective performance of BOD duties, which was independent of the
performance of the CEO;
• Built an eective internal audit process, with the internal audit function established under the BOD and AC supervision.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
worldwide.
nancial, and earn the trust of policy makers, investors, companies and other stakeholders
on corporate governance focus mainly on publicly traded companies, both nancial and non-
to reect new developments and issues of corporate governance. This international standard
First approved in 1999, the OECD Principles of Corporate Governance are regularly updated
100%
WITH FIVE MAIN PRINCIPLES AS FOLLOWS:
TTC BIEN HOA FULFILLED
IN FY 20212022,
Responsibilities of TTC Bien Hoa's Board of Directors
E
Disclosing and being transparent
D
Ensuring the interests of Stakeholders
C
Establishing a strong control environment
B
Ensuring shareholder rights, equitable treatment of shareholders and basic ownership functions
A
AND DEVELOPMENT (OECD) (2015)
OF THE ORGANIZATION FOR ECONOMIC COOPERATION
PRINCIPLES OF CORPORATE GOVERNANCE
129
PRINCIPLES OF CORPORATE GOVERNANCE
OF ALL STANDARDS IN THE OECD
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
Source: TTC Bien Hoa
Source: TTC Bien Hoa
Satisfaction of ASEAN Scorecard requirements
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
130
141/146
STANDARD ITEMS
178/184 (97%)
IN FY 20212022, TTC BIEN HOA STRONGLY SATISFIED
97% 92% 100%
12/13
Strongly satised:
13 bonus items
141/146
Strongly satised:
146 standard items
Level 1 Level 2
60%
40%
100%
80%
20%
97%
93%
Standard items
2019-2020 2020-2021 2021-2022
unsatisfactory standards.
required and there are no
improvements are not
to ensure that long-term
short and medium term
improvements in the
standards for substantial
to address all remaining
TTC Bien Hoa will manage
ASEAN SCORECARD IN FY 20212022
(ASEAN SCORECARD)
ASEAN CORPORATE GOVERNANCE SCORECARD 2019
CORPORATE GOVERNANCE REPORT AND ANALYSIS
INCLUDING:
12/13
BONUS ITEMS
25/25
PENALTY ITEMS
ITEMS
25/25
Strongly satised:
25 penalty items
92% 92%
77%
Bonus items Penalty items
100%
97%
100%
100%
CRITERIA
ASSESSMENT
RESULTS
GROUNDS OF ASSESSMENT
A. RIGHTS OF SHAREHOLDERS
Approving the plan on dividend payment to
shareholders
Annual General Meeting in FY 2020-2021 - October 2021:
• Approved payout of 7% (stock and/or cash) dividend
Shareholder rights
2
nd
collection of shareholders' inputs in writing - July 2021:
• Approved list of nominated candidates for BOD members
• Approved list of nominated candidates for independent BOD members
• Approved regulations on election of BOD members
Approved plan to issue additional shares?
Annual General Meeting in FY 2020-2021 - October 2021:
• Approved plan on private placement of shares
Approved remuneration or any increase in
remuneration of BOD members
Annual General Meeting in FY 2020-2021 - October 2021:
• Remuneration of BOD members and Secretary for FY 2020-2021: 15 billion VND
Nomination and election of BOD members
2
nd
collection of shareholders' inputs in writing - July 2021:
• Approved list of nominated candidates for BOD members
• Approved list of nominated candidates for independent BOD members
• Approved regulations on election of BOD members
Absentee voting
1
st
and 2
nd
collection of shareholders' inputs in writing - 2021:
• Exercised voting rights in writing or through their authorized representative
Annual General Meeting in FY 2020-2021 - October 2021:
• Exercised voting rights directly or through their authorized representative or electronic
voting
At least 21 days’ notice on the Annual General
Meeting and collection of shareholders' inputs in
writing
1
st
and 2
nd
collection of shareholders' inputs in writing - 2021:
• Performed exactly 21 days in advance
Annual General Meeting in FY 2020-2021 - October 2021:
• Performed exactly 21 days in advance
Provision of information, rationale and explanatory
notes of the AGM documents
1
st
and 2
nd
collection of shareholders' inputs in writing - 2021:
• Each letter of submittal was published bilingual in English and Vietnamese, with clear
indication of each issue being addressed
Annual General Meeting in FY 2020-2021 - October 2021:
• Each letter of submittal was published bilingual in English and Vietnamese, with clear
indication of each issue being addressed
Announcement of AGM minutes and resolutions
1
st
and 2
nd
collection of shareholders' inputs in writing - 2021:
• The minutes of vote counting and the resolutions of the Annual General Meeting were
published bilingual in English and Vietnamese within 24 hours after counting, clearly
showing the number of “in-favor” votes, “against” votes, abstention votes and blank votes
for each item in a resolution
Annual General Meeting in FY 2020-2021 - October 2021:
• AGM minutes and resolutions were published bilingual in English and Vietnamese within
24 hours after the AGM, recording all questions of shareholders and answers of the
Presidium in the discussion section of the AGM, and clearly showing the number of “in-
favor” votes, “against” votes, abstention votes and blank votes for each item in a resolution
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
Strongly satised: (>=70%) Further fullled: (40%-69%)
IN FY 20212022
ASSESSMENT OF TTC BIEN HOA'S CORPORATE GOVERNANCE ACCORDING TO ASEAN SCORECARD
131
CRITERIA
ASSESSMENT
RESULTS
GROUNDS OF ASSESSMENT
B. EQUITABLE TREATMENT OF SHAREHOLDERS
Notice and documents of the Annual General
Meeting
1
st
and 2
nd
collection of shareholders' inputs in writing - 2021:
• The request form for shareholder inputs in writing written in English - Vietnamese was
sent by registered mail and emailed to each shareholder, coupled with information
disclosure on the Company's website
• Each letter of submittal was published bilingual in English and Vietnamese, with clear
indication of each issue being addressed, coupled with information disclosure on the
Company's website
Annual General Meeting in FY 2020-2021 - October 2021:
• The invitation letter for the AGM was sent by registered mail to each shareholder, coupled
with information disclosure on the Company's website
• Each letter of submittal was published bilingual in English and Vietnamese, with clear
indication of each issue being addressed, coupled with information disclosure on the
Company's website
Announcement of the AGM resolution on each
specic issue
1
st
and 2
nd
collection of shareholders' inputs in writing - 2021:
• The resolution was published bilingual in English and Vietnamese within 24 hours after
vote counting and specically addressed each separate issue
Annual General Meeting in FY 2020-2021 - October 2021:
• The resolution was published bilingual in English and Vietnamese within 24 hours after
the AGM and specically addressed each separate issue
Disclosure of BOD nominee’s information
2
nd
collection of shareholders' inputs in writing - July 2021:
• List and resumes of nominated and self-nominated candidates for the Board members,
including independent members
• Elected BOD members to replace members when their terms expired
A Committee of independent BOD members review
material stakeholders transactions
• The Audit Committee consisted of an independent BOD member to perform this task in
accordance with its operating regulation
BOD members’ and key executives’ related-party
transactions
• Internal Regulations on Corporate Governance - Point b Clause 2 Article 21: A BOD member
is not entitled to vote on transactions in which such member or person related to such
member involves
• Financial Statements, Corporate Governance Report and Annual Report in the BOD Report
for FY 2021-2022: Full disclosure of related party transactions
• Charter - Point b Clause 9 Article 35: Related party transactions contracts worth over 35%
of the total assets recorded in the most recent nancial statements need to be voted and
approved by shareholders without relevant interests
C. ROLE OF STAKEHOLDERS
Sustainable development report
• The Sustainable development report was integrated in the annual report for FY 2021-2022
according to the GRI Sustainability Reporting Standards
Engagement with the Community, Corporate Social
Responsibility and employee policies
• Annual report for FY 2021-2022: In the section of Social aspects
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
132
Strongly satised: (>=70%) Further fullled: (40%-69%)
IN FY 20212022
ASSESSMENT OF TTC BIEN HOA'S CORPORATE GOVERNANCE ACCORDING TO ASEAN SCORECARD
CORPORATE GOVERNANCE REPORT AND ANALYSIS
CRITERIA
ASSESSMENT
RESULTS
GROUNDS OF ASSESSMENT
Contact information provided to Shareholders/
Investors
• Website: Contact Details and Investor Relations parts
• Annual report for FY 2021-2022: In the section of Contact Details
• In addition, we launched other information channels such as "Hotline", "Suggestion
boxes", emails,... with submitted comments managed by the Director of the Internal Audit
Department.
Disclosure of policies and practices to protect the
interests of the Stakeholders
• Code of Conduct - Article 4: Commitment to Consumers, Customers and Suppliers
• Annual report for FY 2021-2022: In the section of Monitoring related-party transactions:
• Regulations on handling comments/complaints/denunciations were posted on the Bulletin
Board of the Company and local bulletin boards where the Company's representative
oces, factories, farms, raw material areas are located. Suggestion boxes were located at
the entrance of TTC Bien Hoa's factories and warehouses, enabling employees and external
stakeholders to submit their comments/complaints/denunciations.
Practices, processes and procedures for supplier/
contractor selection to protect the interests of
creditors
• Tender selection process (internal use)
• Code of Conduct - Article 4: Commitment to Consumers, Customers and Suppliers
• Annual report for FY 2021-2022: In the section of "Monitoring related-party transactions"
The reward policy was associated with the
company's long-term performance
• Annual report for FY 2021-2022: In the Human Resources and Training section in the
Report of the Board
D. DISCLOSURE AND TRANSPARENCY
Disclosure on ownership and trading of Company
shares by Major Shareholders, Insiders and Related
Persons
• Annual report for FY 2021-2022: In the section of Stock information
• Corporate Governance Report for FY 2021-2022
• Website: In the section of Investor Relations
Disclosure of details on direct and indirect
Subsidiaries and Aliates
• Annual report for FY 2021-2022: In the section of Activities of subsidiaries and aliates
Annual report
• TTC Bien Hoa's Annual Report for FY 2021-2022 fully met current regulations on
information disclosure, working towards best market practices as well as higher
international standards such as: including those of International Integrated Reporting
Council (IIRC), ASEAN Corporate Governance Scorecard, OECD Principles of Corporate
Governance, International Standards for Sustainability Reporting of Global Reporting
Initiative (GRI), among others.
• All nancial information and data presented in the Company’s annual report for FY 2021-
2022 were consistent with the nancial statements for FY 2021-2022 audited by Ernst &
Young Vietnam Co., Ltd.
Website
TTC Bien Hoa published full bilingual information in English - Vietnamese on
the website www.ttcsugar.com.vn, in the Investor Relations section, including:
• Business information
• Corporate governance
• Information disclosure
• Annual General Meetings
• Financial statements
• Stock prices and market information
• Investment relations activities
Press release
• Proactively disclosed important information considered critical to the interests of Investors/
Shareholders using mass media channels and via press agencies
• Updated highlights of the Company's activities via email to Investors/Shareholders and
Financial Professionals
Analyst/investor conferences/seminars
• Organized analyst conferences, conference calls with Investors/Shareholders and Financial
Professionals
• Actively participated in domestic and foreign capital market events organized by reputable
nancial institutions
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
133
CRITERIA
ASSESSMENT
RESULTS
GROUNDS OF ASSESSMENT
E. RESPONSIBILITIES OF THE BOARD OF DIRECTORS
Composition and tenure of BOD members
• Charter - Article 24: Composition and tenure of BOD members
Roles and responsibilities of BOD members on
Corporate Governance
• Charter - Article 25: Powers and duties of BOD members
Remuneration structure for BOD members
• Annual General Meeting for FY 2020-2021 Shareholder approval of the remuneration of
BOD members
• Annual report for FY 2021-2022: In the Report of the Board of Directors: Announcement of
remuneration of BOD members and the CEO
BOD meetings
In FY 2021-2022, BOD conducted 67 regular and ad-hoc meetings in various
forms, both face-to-face and online, and issued 82 Resolutions and 37 Decisions,
including:
• 76 Resolutions/Decisions related to Corporate Governance
• 19 Resolutions/Decisions on Strategies
• 16 Resolutions/Decisions on Human Resources
• 8 Resolutions/Decisions on Auditing and Risk Management
Independence of BOD members
• 100% of BOD members were non-executive
• 43% of BOD members were independent members, and this proportion had gradually
grown
• In FY 2021-2022, the independent BOD members fullled their responsibility by ensuring
that BOD decisions were independent, objective and made in a prudent manner.
• Took on the role of objective supervisors, including management of conicts of interest and
protection of legitimate interests of our Shareholders, especially individual shareholders.
Committees under the Board of Directors
Back in FY 2020-2021, TTC Bien Hoa's BOD restructured its governance, including our Strategy
Subcommittee and Human Resources Subcommittee, by establishing a new Strategy
Committee and a Nomination and Remuneration Committee plus renaming the Audit
Subcommittee to the Audit Committee.
For FY 2021-2022, these Committees held meetings as follows:
• The Audit Committee held 4 meetings, with the Chairman of the Audit Committee was an
independent BOD member
• The Strategy Committee held 9 meetings
• The Nomination and Remuneration Committee held 10 meetings
The annual capacity assessment was conducted and
the performance assessment process for each BOD
member and committees was announced
Annual Report for FY 2021-2022:
• in the section on Report of the Board of Directors
• Report by the Independent Members of the Board of Directors
• Report by the Audit Committee
• Report by other committees under the Board of Directors
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
134
Strongly satised: (>=70%) Further fullled: (40%-69%)
IN FY 20212022
ASSESSMENT OF TTC BIEN HOA'S CORPORATE GOVERNANCE ACCORDING TO ASEAN SCORECARD
CORPORATE GOVERNANCE REPORT AND ANALYSIS
SCORE CARD
PATTERNS OF
SATISFACTION
GROUNDS
FOR PROJECTIONS
A. RIGHTS OF SHAREHOLDERS
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 oered Scrip dividend, did the
• 8% cash dividend for FY 2017-2018
• 5% cash dividend for FY 2018-2019
• 5% stock dividend for FY 2019-2020
Under the AGM Resolution No. 10/2020/NQ-
ĐHĐCD dated October 28th, 2020, the Company
had submitted an application to the State
Securities Commission requesting the approval
of the Plan for payment of dividends for FY
2019-2020 via share issuance in September
2021. However, due to a change in relevant
legal regulations (the Law on Securities 2019
(eective January 1st, 2021), the Enterprise
Law 2020 (eective January 1st, 2021), the
application for dividend payment needed to
be adjusted and approved by the AGM on a
number of related matters. The Company would
ask for shareholders' opinions at the 2021-2022
AGM to be held in October 2022, and would
complete the procedure for paying this dividend
as soon as possible.
• 7% stock dividend for FY 2020-2021
(to be completed in 2022)
Does the company disclose that all board members
• Information in the AGM minutes for FY
2018-2019: 3/6 BOD members and the
CEO attended the meeting. In fact, 5/6 BOD
members attended the meeting
• The AGM minutes for FY 2019-2020: 3/7
BOD members and the CEO attended
the meeting. In fact, 6/7 BOD members
attended the meeting
• The 2020-2021 AGM was held virtually and
100% BOD members and the CEO attended
the meeting.
Does the company disclose that it has appointed
an independent party to count and/or validate the
votes at the AGM?
Provisions in Article 9 of the Internal
Regulations
• Collection of shareholders' inputs in writing,
with an independent shareholder to
supervise the vote counting
(*) Any items not shown in the ASEAN Scorecard below were all strongly fullled by TTC Bien Hoa.
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
STANDARD ITEMS
Possibility of improvement: Short-term: < 1 year | Medium term: 1 - 3 years
Strongly satised: (>=70%) Further satised: (40% - 69%)
TTC BIEN HOA WILL MANAGE TO FULFILL IN THE SHORT AND MEDIUM TERM
ASEAN SCORECARD ITEMS ON WHICH TTC BIEN HOA IMPROVED PERFORMANCE IN FY 20212022 AND WHICH
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
A.3.11
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
and the CEO attended the most recent AGM?
A.3.8
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
company paid the dividend within 60 days?
A.1.1
135
*
TERM
MID
TERM
SHORT
IMPROVEMENT
POSSIBILITY OF
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
SCORE CARD
PATTERNS OF
SATISFACTION
GROUNDS
FOR PROJECTIONS
E. RESPONSIBILITIES OF THE BOARD
Do independent directors make up at least 50% of
• In FY 2019-2020: 2/6 or 34% BOD members
were independent members
• Since FY 2020-2021: 3/7 or 43% BOD
members were independent members
Is the Human Resources Subcommittee comprised
• In FY 2018-2019: The Human Resources
Subcommittee had one-fourth of its
members who were independent BOD
members
• In FY 2019-2020: The Human Resources
Subcommittee had one-third of its
members who were independent BOD
members
• In FY 2020-2021: The Nomination and
Remuneration Committee had two-thirds
of its members who were independent BOD
members
• In FY 2021-2022: The Nomination and
Remuneration Committee had only one
member who was an independent BOD
member
Is the Chairman of the Human Resources
• In FY 2018-2019: The Chairman of the
Human Resources Subcommittee is the
BOD Chairwoman - a non-executive BOD
member
• In FY 2019-2020: The Chairman of the
Human Resources Subcommittee is the
non-executive Standing Vice Chairman of
the Board
• In FY 2020-2021: The Chairman of the
Nomination and Remuneration Committee
in charge of the Human Resource Strategy
was the non-executive Vice Chairman of the
Board
• In FY 2021-2022: The Chairman of the
Nomination and Remuneration Committee
in charge of the Human Resource Strategy
was the non-executive Chairman of the
Board
(*) Any items not shown in the ASEAN Scorecard below were all fullled by TTC Bien Hoa.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
136
Possibility of improvement: Short-term: < 1 year | Medium term: 1 - 3 years
Strongly satised: (>=70%) Further satised: (40% - 69%)
TTC BIEN HOA WILL MANAGE TO FULFILL IN THE SHORT AND MEDIUM TERM
ASEAN SCORECARD ITEMS ON WHICH TTC BIEN HOA IMPROVED PERFORMANCE IN FY 20212022 AND WHICH
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
Subcommittee an independent BOD member?
E.2.10
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
of a majority of independent BOD members?
E.2.9
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
the board of directors?
E.2.4
CORPORATE GOVERNANCE REPORT AND ANALYSIS
*
TERM
MID
TERM
SHORT
IMPROVEMENT
POSSIBILITY OF
SCORE CARD
PATTERNS OF
SATISFACTION
GROUNDS
FOR PROJECTIONS
Is the Chairman of the Remuneration
• From FY 2017-2018 to FY 2019-2020:
The Chairman of the Human Resources
Subcommittee and concurrently the
Remuneration Subcommittee was the
Standing Vice Chairman of the Board - a
non-executive BOD member
• In FY 2020-2021: The Chairman of the
Nomination and Remuneration Committee
in charge of salary and remuneration was
the non-executive Vice Chairman of the
Board
• In FY 2021-2022: The Chairman of the
Nomination and Remuneration Committee
in charge of salary and remuneration was
the non-executive Chairman of the Board
Does the company disclose the operating
regulations/governance structure/charter of the
• Annual reports from FY 2017-2018
to FY 2019-2020: In "Reports by the
Subcommittees under the Board of
Directors"
• Annual reports since 2020-2021: In
"Reports by the Subcommittees under
the Board of Directors - Report by the
Nomination and Remuneration Committee"
Is the BOD Chairwoman an independent BOD
• The BOD Chairworman as a non-
executive member of the Board but not an
independent Board member
If the BOD Chairwoman is not independent, has
the Board appointed a Lead/Senior independent
• The BOD Chairwoman was a non-executive
BOD member, leading and assigning roles
and responsibilities to each member and
independent members of the Board
• Orientations were provided at the Board
meetings
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
new BOD members?
Does the company have orientation programs for
E.5.1
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
member and has his/her role been dened?
E.4.5
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
member?
E.4.2
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
Remuneration Subcommittee?
E.2.16
0%
20%
100%
80%
60%
40%
19-20 20-21 21-22
Subcommittee an independent BOD member?
E.2.15
137
TERM
MID
TERM
SHORT
IMPROVEMENT
POSSIBILITY OF
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
(*) Any items not shown in the ASEAN Scorecard below were all fullled by TTC Bien Hoa.
SCORE CARD
PATTERNS OF
SATISFACTION
GROUNDS FOR PROJECTIONS
D.1.1
Are the audited annual nancial reports/
statements released within 60 days from the scal
year end?
19-20 20-21 21-22
40%
60%
80%
100%
20%
0%
• Audited nancial statements since FY 2019-
2020: Released within 90 days according to
Circular 96/2020/TT-BTC
E.2.1
Does the Human Resources Subcommittee include
all independent BOD members?
19-20 20-21 21-22
40%
60%
80%
100%
20%
0%
• In FY 2018-2019 and FY 2019-2020: One-third
of members were independent BOD members
• In FY 2020-2021: The Nomination and
Remuneration Committee in charge of salary
and remuneration had two-thirds of its
members as independent BOD members
• In FY 2021-2022: The Nomination and
Remuneration Committee in charge of salary
and remuneration had two-thirds of its
members as independent BOD members, with
the rest being non-executive Chairman and the
Vice Chairman of the Board
E.3.1
Does the company use professional search rms
or other external sources of candidates when
searching for candidates to the board of directors?
19-20 20-21 21-22
40%
60%
80%
100%
20%
0%
• Candidates to the BOD were sourced from the
Institute of Board 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 identied, managed and reported to the
board?
19-20 20-21 21-22
40%
60%
80%
100%
20%
0%
• Annual report for FY 2019-2020: In the section
"Report by the Board of Directors and Pioneering
Business Model"
• Annual reports since FY 2020-2021: In the
section "Report by the Board of Directors and
Pioneering Business Model - A roadmap for
robust business transformation"
E.6.1
Does the company have a separate board-level
Risk Subcommittee?
19-20 20-21 21-22
40%
60%
80%
100%
20%
0%
• The Audit Committee supervised Risk
Management
SCORE CARD
PATTERNS OF
SATISFACTION
GROUNDS FOR PROJECTIONS
A.5.1
Is a pyramid ownership structure and/or cross
holding structure apparent?
19-20 20-21 21-22
40%
60%
80%
100%
20%
0%
• The rate decreased signicantly over the
years. Currently, the Company does not
have a cross holding structure.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
138
BONUS ITEMS
PENALTY ITEMS
Possibility of improvement: Short-term: < 1 year | Medium term: 1 - 3 years
Strongly satised: (>=70%) Further satised: (40% - 69%)
TTC BIEN HOA WILL MANAGE TO FULFILL IN THE SHORT AND MEDIUM TERM
ASEAN SCORECARD ITEMS ON WHICH TTC BIEN HOA IMPROVED PERFORMANCE IN FY 20212022 AND WHICH
CORPORATE GOVERNANCE REPORT AND ANALYSIS
TERM
MID
TERM
SHORT
IMPROVEMENT
POSSIBILITY OF
TERM
MID
TERM
SHORT
IMPROVEMENT
POSSIBILITY OF
*
Source: TTC Bien Hoa
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
60%
40%
100%
80%
20%
2020-2021 2021-2022
0% 0%
6%
12%
21%
92%
88%
73%
2019-2020
Strongly satised Satised Unsatised
Satisfaction of corporate governance standards at TTC Bien Hoa in the last three scal years
Securities Commission and the International Finance Corporation (IFC) in August 2019.
Governance code of Best Practices for Public Companies in Vietnam jointly issued by the State
In FY 2021-2022, TTC Bien Hoa evaluated our corporate governance based on the Corporate
FOR PUBLIC COMPANIES IN VIETNAM
THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES
139
8%
92%
19% HIGHER
ITEMS
COMPARED TO FY 20192020
47/51
OR OVER
markedly over the years.
Bien Hoa's fulllment rate improved
It was shown after assessment that TTC
ITEMS.
THERE WERE NO UNSATISFACTORY
to FY 2019-2020. It was noted that
equivalent to 8%, down 13% compared
fulllment was recorded for only 4 items,
administration activities. Satisfactory
in governance, supervision and
validating eorts by the Company
SATISFIED
TTC BIEN HOA STRONGLY
ACCORDING TO OECD PRINCIPLES OF CORPORATE GOVERNANCE 2015, ASEAN CORPORATE GOVERNANCE SCORECARD 2019
AND THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC COMPANIES IN VIETNAM
INDICATORS
2019
2020
2020
2021
2021
2022
PERFORMANCE
2. ESTABLISHING A COMPETENT AND PROFESSIONAL BOARD OF DIRECTORS
2.1
Collectively, the Board of Directors should possess a diversied and broad range of views, expertise, skills, and competencies,
sucient to provide eective stewardship and oversight of the company
7
An odd number of Board members between ve
and eleven is recommended. This number may
vary according to the company’s industry, size,
complexity, as well as where it is in its life cycle, and
whether what committees need to be created
• The Company’s Charter stipulated the number of BOD
members between three and eleven
• The current number was 7 members
3. ENSURING EFFECTIVE LEADERSHIP AND INDEPENDENCE OF THE BOARD OF DIRECTORS
3.5
The Board of Directors should designate a lead director among the independent directors if the Chairwoman of the BOD is not
independent, including if the positions of the Chairwoman of BOD and Chief Executive Ocer (CEO) are held by one person
3
A suggested mechanism is the appointment of
a strong lead director among the independent
directors and it is also recommended that boards
are comprised of majority of independent directors
where the Chairman is not independent
• One of the three independent BOD members was not clearly
appointed as the lead member
• The BOD Chairwoman as a non-executive member led the
Board of Directors.
4
This lead director has sucient authority to lead
the BOD in cases where the remaining directors
(including the dual Chairman-CEO) have clear
conicts of interest
4. ESTABLISHING COMMITTEES UNDER THE BOARD OF DIRECTORS
4.2
The BOD should establish a competent risk management committee to ensure that the risks inherent to the company’s business
activities are properly managed
1
The Board should establish risk management
committee with at least three non-executive
directors, the majority of whom, including the
committee chairman, should be independent
• The Audit Committee supervised risk management, and the
Audit Committee had two BOD members who were both
non-executive and independent members of the Board.
2
The Board should adopt a risk management
committee charter which should be made publicly
available via company’s website
• The annual report: TTC Bien Hoa announced the Risk
Management Policy and Procedures approved by the Board
(Please refer to the “Risk Management” section on page ...)
4.3
The BOD should establish corporate governance, nomination and remuneration committee to strengthen the eectiveness of
company’s corporate governance framework and ensure that the company’s nomination and remuneration policies and practices
support the successful appointment, development, and retention of directors and managers
1
The BOD should establish corporate governance,
nomination and remuneration (CGNR) committee
which should be composed of at least three qualied
nonexecutive directors, the majority of whom,
including the committee chairman, should be
independent
• In FY 2021-2022, the Board of Directors established
the Nomination and Remuneration Committee which
consisted of three non-executive Board members, led by
the BOD Chairwoman, one Committee member was Vice
BOD Chairwpman, and the remaining member was an
independent BOD member
SOME INDICATORS OF THE PRINCIPLES OF THE CORPORATE GOVERNANCE CODE OF BEST PRACTICES FOR PUBLIC
COMPANIES IN VIETNAM ON WHICH TTC BIEN HOA IMPROVED PERFORMANCE IN THE LAST THREE FISCAL YEARS
(*) Any indicators not shown in the Corporate Governance Principles below were all fullled by TTC Bien Hoa.
ANNUAL REPORT FISCAL YEAR 2021-2022
SUSTAINABLE COMPETITIVE ADVANTAGES
COMPREHENSIVE VALUE CHAIN
140
Strongly satised: (>=70%) Satised: 31% - 69% Unsatised
performance grew from “Satised” to “Strongly satised” on 10 items and from “Unsatised” to “Satised” on 3 items.
From FY 2019-2020 to FY 2021-2022, our performance on a total of 14 items recorded signicant improvement. Specically, our
CORPORATE GOVERNANCE REPORT AND ANALYSIS
*
INDICATORS
2019
2020
2020
2021
2021
2022
PERFORMANCE
5. ENSURING EFFECTIVE PERFORMANCE OF THE BOARD OF DIRECTORS
5.2
The BOD should have in place a system that provides, at the minimum, criteria and process to determine the performance of the
BOD, the individual directors, and its committees. Such a system should allow for a feedback mechanism from the shareholders
1
Disclosure of the criteria, process and collective
results of the assessment ensures transparency and
allows shareholders and stakeholders to determine
if the directors are performing their responsibilities
to the company
• Regulations on organization and operation of the Board of
Directors, the Nomination and Remuneration Committee
• Annual reports for FY 2019-2020, 2021-2021 and 2021-
2022: In the Report by the Board of Directors and Corporate
Governance reports in accordance with international
practices
3
In establishing the criteria, attention is given to the
values, principles and skills required for the company.
The Corporate Governance, Nomination and
Remuneration committee or the Human Resources/
Nomination Committee was tasked to oversee this
process.
5.3
When proposing director remuneration to the shareholders’ meeting for approval, the BOD should consider whether the
remuneration structure is appropriate for the directors’ respective roles and responsibilities, linked to their individual and company
performance, and provide incentives for the board to lead the company in meeting its objectives, both in the short and long term
1
The BOD’s corporate governance, nomination and
remuneration committee with the majority of its
members and the chairman being independent
directors is responsible for setting the remuneration
policy
• Regulations on organization and operation of the Board of
Directors, the Nomination and Remuneration Committee
• Annual reports for FY 2019-2020, 2021-2021 and 2021-
2022: In the Report by the Board of Directors and Corporate
Governance reports in accordance with international
practices
• TTC Bien Hoa proposed the remuneration policy for
the Board of Directors at the AGM, with the levels of
remuneration determined based on the actual business
performance of the Company in a dene year
3
Shareholders must approve the remuneration
structure of the BOD, level and type of remuneration.
The BOD need to consider the suitability of each
type of remuneration, both in terms of xed rates;
remuneration paid according to the performance of
the Company. The remuneration level must reect
the value created by the Company for shareholders,
the remuneration level must not be too high to avoid
the BOD focusing too much on the results of the
Company in the short term.
7. ESTABLISHING A SOUND RISK MANAGEMENT AND CONTROL ENVIRONMENT
7.5 The BOD should ensure that foundation and framework for a cyber-resilient company are properly established
1
• The annual report for FY 2019-2020: In t“e "IT Operating
Model” and Report by the Audit Subcommittee
• Annual reports for FY 2020-2021 and 2021-2022: In the
section “Pioneering Business Model - A roadmap
for robust business transformation” and “Report
of the Audit Committee”
• The risk management plan approved by the Board of
Directors required a focus on maintenance and regular
monitoring of the performance of the information security
management system.
• TTC Bien Hoa also purchased three insurance plans for
data protection and network security to manage risks,
including:
SBT AT GLANCE CORPORATE GOVERNANCE OPERATION THROUGHOUT THE YEAR SUSTAINABLE DEVELOPMENT FINANCIAL STATEMENTSSBT - IMPRINT OF THE YEAR
program
Department in terms of the Company’s cybersecurity
BOD should review the annual reports of Internal Audit
4
paying insurance to reduce risks
account the mitigation of cybersecurity risks, including
BOD should approve the Company’s strategy taking into
3
protected from cybersecurity risks.
this content in meetings to ensure the Company will be
outside of the system. BOD needs to spend time to consider
overall Risk Management system instead of being kept
Cybersecurity risks should be managed as a part of the
2
on this topic.
independent cybersecurity expertise to have discussions
implications. If necessary, the Board should seek
understand cybersecurity risks and the related legal
The BOD should have the necessary capacity to
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infrastructure due to objective reasons, such as short circuits.
Insurance plan for large-scale damage to IT equipment and
Insurance plan for damage to IT equipment and infrastructure
Insurance plan for physical systems