MEMBERS AND STRUCTURE OF THE BOARD OF DIRECTORS
The BOD has issued a Resolution assigning specific duties to each member for the purpose of monitoring and tracking each business segment of the Company. The details are as follows:
The Operations Management Department implements the roles of human resource management (HR), investor relations (IR), public relations (PR), integrated planning, and administrative functions.
(**)The Customer Care Center is under the Trading Management and Product Development Department.
*** Subsidiaries, associated companies: none
MR. NGUYEN HONG TUAN
Chairman of the Board of Directors
(Non-executive member)
MR. NGUYEN QUANG HUNG
Member of the Board of Directors (Non-executive member)
MR. LAI VAN HAI
Member of the Board of Directors (Non-executive member)
MR. BUI QUANG VU
Member of the Board of Directors (Independent member)
MR. NHU DINH HOA
Member of the Board of Directors (Executive member)
*** Changes in the Board of Directors in 2025: On December 9, 2025, the Company received a letter of resignation from Mr. Bui Quang Vu. In accordance with the Law on Enterprises and the current Charter, the Company will report to the 2026 AGM to approve the dismissal of Mr. Vu from his position as a Member of the Board of Directors. The company also disclosed information regarding the resignation in compliance with the law on December 10, 2025.
Composition of the BOD and ownership ratio of Charter Capital as of November 14, 2025.
MR. NGUYEN XUAN HOA
Head of Supervisory Board
MR. HOANG GIANG BINH
Supervisor
MS. NGUYEN THI THANH VAN
Supervisor
*** Changes in the Supervisory Board in 2025: None.
Composition of the SB and ownership ratio of Charter Capital as of November 14, 2025
*** Changes in Board of Management in 2025: None.
Composition of the BOM and ownership ratio of Charter Capital as of November 14, 2025.
In 2025, BVSC was named among the Top 50 Pioneer Enterprises Committed to Corporate Governance Excellence in Vietnam by the Vietnam Institute of Directors (VIOD). Additionally, the Company was honored as one of the Top 10 Listed Companies with Best Corporate Governance (2024–2025) at the HNX Member Conference, and continued to be recognized in the Top 10 Best Corporate Governance Companies – Mid-Cap Group at the Vietnam Listed Company Awards (VLCA), organized by the SSC and HOSE. These accolades serve as a clear testament to the Company’s position in legal compliance and its pioneering role in adopting ASEAN corporate governance best practices, with a strategic priority placed on enhancing the quality of shareholder relations.
View detail
The BOD of BVSC consists of five members as follows:
| STT | Board Member | Position |
|---|---|---|
| 1 | Mr. Nguyen Hong Tuan | Chairman (Nonexecutive member). |
| 2 | Mr. Nhu Dinh Hoa | Executive member. |
| 3 | Mr. Nguyen Quang Hung | Non-executive member. |
| 4 | Mr. Lai Van Hai | Non-executive member. |
| 5 | Mr. Bui Quang Vu | Independent member. |
Further details about the Company’s Board of Directors can be found in Chapter II, Section 2, “Key Personnel – Board of Directors”.
The BOD has issued a Resolution assigning specific duties to each member for the purpose of monitoring and tracking each business segment of the Company. The details are as follows:
To assist the BOD, the BOD has appointed the Company Secretariat, including the following personnel:
In support of corporate governance efforts, the BOD has appointed Mr. Vu Duy Vuong as both Company Secretary and Person in charge of Corporate Governance.
Since 2020, to assist the Board of Directors in enhancing corporate governance effectiveness and preventing conflicts of interest, while adopting best practices and advanced standards – such as the Vietnam Corporate Governance Code of Best Practices, the latest G20/OECD Principles of Corporate Governance, and the ASEAN Corporate Governance Scorecard – the BOD of BVSC has established 03 specialized committees, specifically:
Members of the BOD, SB, BOM, Company Secretariat, and the Person in charge of Corporate Governance have completed the Corporate Governance Training Program for Public Joint Stock Companies, organized by the Securities Research and Training Center of the State Securities Commission, and have been awarded Course Completion Certificates. Furthermore, these members and other management officers regularly update their knowledge of new legal regulations concerning corporate governance, while actively participating in training courses, forums, and workshops on corporate governance and sustainable development practices.
In accordance with the company’s charter, BOD’s Operating Regulations, and the resolutions of the AGM, BOD has carried out the following activities during the year:
In 2025, the Committees under the Board of Directors implemented the following operations to support and consult the Board of Directors to effectively manage the Company:
In compliance with regulations, the Independent Member of the Board of Directors submitted the 2025 Board Evaluation Report, with the following details:
The Supervisory Board’s composition comprises 03 members as follows:
| STT | Member | Position |
|---|---|---|
| 1 | Mr. Nguyen Xuan Hoa | Head of Supervisory Board |
| 2 | Ms. Nguyen Thi Thanh Van | Supervisor |
| 3 | Mr. Hoang Giang Binh | Supervisorn |
For detailed information on the Company’s Supervisory Board (“SB”), please refer to Chapter II, Section 2, “Key Personnel” of this Report.
The Supervisory Board’s composition comprises 03 members as follows:
In 2025, the Supervisory Board held four (04) meetings quarterly. Supervisory Board meetings are organized in accordance with the Company’s Charter, the Board’s Operating Regulations, and applicable legal requirements. Supervisors strictly adhered to attendance requirements for meetings and voted in compliance with the Company’s Charter and internal corporate governance regulations. At these meetings, the Supervisory Board discussed and approved key matters such as:
In 2025, the Supervisory Board performed the missions specified in the Company’s Charter, SB’s Operating Regulations, and implemented the operation plan in 2025, supervisory results are as follows:
Salary, bonus, allowance, and welfare regime for the specialized BOD Chairman implemented in accordance with the BOD’s Resolution: 48/2025/NQ-HDQT dated December 23, 2025.
The payment of remuneration, operating expenses and bonus schemes for the members of the BOD and the SB is implemented in accordance with the Resolution: 01/2025/NQ-DHDCD, approved by the 2025 AGM on June 24, 2025; Regulations on remuneration, operating expenses, bonus schemes for BOD’s members, Supervisors, BOM’s members, Chief Accountant, Company Secretaries and the Person in charge of Corporate Governance; and the Company’s Spending Regulations.
Salary and bonus payments are made in accordance with the Company’s current Salary Regulations and are based on annual business results as well as the performance evaluation of each position during the year.
BVSC adopts the Three Lines Model in governance and risk management, clearly defining the roles of the Board of Directors and each control line to ensure consistent implementation throughout the Company. BVSC manages risks based on balance and reasonableness, not only for prevention and mitigation but also to integrate risk management into decision-making and operations. Departments collaborate closely to ensure the transparency and reliability of information, supporting risk-based management and decision-making.
View detailUnder the direction of the Audit Committee and the Board of Directors, in 2025, the BVSC Internal Audit Department completed all audits according to the approved plan. The scope of the audits focused on operational risks associated with the business processes of functional departments, while expanding to newly issued processes and operations, as well as areas with potential risks.
The audit findings show that, in general, the Company’s employees effectively adhere to legal requirements, procedures, and internal rules. Operational errors were all corrected by the relevant departments following input from the Internal Audit Department, leading to improved and enhanced work quality after each audit cycle.
Based on the results of internal audits and controls in 2025, referring to monthly risk reports and quarterly reports at BVSC Risk Management Committee meetings, the Internal Audit Department noted that risks affecting BVSC’s business activities were controlled at low to medium levels.
Accordingly, the Internal Audit Department develops the Internal Audit Plan for 2026 to further coordinate with the Internal Control Department in implementing periodic audit activities, focusing on operational risks during the operation of functional departments to ensure the improvement of compliance, operational efficiency, and risk control in the business processes and activities of the Company.
Risks and risk management measures of BVSC, assessment of risk management activities in 2025, and orientation in 2026.
Acting as the second line in the internal control and risk management system, the Risk Management Department is responsible for the overall management of all risk types, including accumulated risks arising from operations. The Department summarizes risk reports and information from functional departments to identify, evaluate, and propose solutions for the Board of Management’s decision-making. Periodically, the Company holds meetings to review issues arising during the period, assess the effectiveness of risk management, and determine action plans to enhance risk management efficiency company-wide.
To manage risks, BVSC has developed an annual risk policy in line with the Company’s risk appetite. BVSC has identified the Company’s risk appetite for accepting low and medium risks. BVSC accepts a medium level of risk as the Company’s business activities are affected by the specific volatility of the securities market. The types of risks BVSC identifies and proactively manages include key risks such as: credit risk, market risk, liquidity risk, operational risk, legal risk, and reputational risk.
In 2025, BVSC consistently maintained a corporate governance system based on 4 pillars: Fairness – Responsibility – Accountability – Transparency. These are fundamental principles in corporate governance to ensure the harmony of interests among stakeholders, enhance the Company’s business efficiency, and strengthen investor confidence.
To progressively align its corporate governance system with regional and international standards, BVSC continuously conducts self-assessments and sets goals to improve governance factors as follows:
In 2026, the Company will conduct the election of the Board of Directors for the new term, aiming to establish a Board that is competent, professional, independent, and well-balanced in its composition. The Board of Directors’ composition consists primarily of non-executive members, with independent members accounting for at least one-third (1/3) of the total board membership. The Board of Directors embraces diversity in terms of knowledge, experience, expertise, skills, behavior, culture, age, and gender, with at least one (01) female member to optimize the benefits of gender diversity within the Board.
In addition to ensuring timely and accurate disclosure of material events, including financial performance, governance structure, operations, and ownership, in compliance with securities market regulations and the Company’s Disclosure Policy; the Company actively expands its disclosure scope to include sustainable development and foreseeable material risks linked to its objectives, strategy, governance, and operational efficiency. This proactive approach aims to drive long-term success in alignment with Principle 7: Enhancing Disclosure and Transparency as stipulated in the Vietnam Corporate Governance Code of Best Practices, the ASEAN Corporate Governance Scorecard, and the 2023 G20/OECD Principles of Corporate Governance.
Improve the remuneration policy for members of the Board of Directors, the Supervisory Board, and Board Committees to be performance-linked, while ensuring it is commensurate with the roles and responsibilities of each individual. This policy aims to attract, retain, and motivate senior leadership, thereby fostering alignment with the company’s sustainable development goals, long-term value, and shareholder interests.
Continue to strengthen and enhance the roles of Internal Audit, Risk Management, and Internal Control within the Company’s governance framework, ensuring that the risk management and internal control systems operate effectively, transparently, and accurately. This strengthens resilience against financial, ESG, cybersecurity, digital, and artificial intelligence risks; while enhancing governance quality to act as robust lines of defense in safeguarding capital and creating sustainable value for shareholders and stakeholders.
Review and amend the Company’s Charter, Internal Regulations on Corporate Governance, and BOD’s Operating Regulations to ensure compliance with the new regulations on corporate governance applicable to listed firms in the 2025 Law on Enterprises, Decree No. 245/2025/ND-CP, and the 2026 Vietnam Corporate Governance Code for approval at the 2026 AGM.
MR. NGUYEN HONG TUAN
Chairman of the Board of Directors
(Non-executive member)
Date of appointment: June 27, 2017. Date of re-appointment: June 22, 2020.
Age: 57
Education: Bachelor of Credit Management, Bachelor of English, Bachelor of Laws, Master of Business Administration.
Experience:
Jun 2024 – Dec 2025: Chief Executive Officer of Bao Viet Insurance Corporation.
Nov 2018 – now: Chairman of BVSC’s BOD.
Mar 2022 – now: Chairman of the Board of Members of Bao Viet Insurance Corporation.
Jun 2017 – Nov 2018: Member of BVSC’s BOD.
May 2014 – Jan 2026: Vice Chairman of the BOD of Bao Viet Joint Stock Commercial Bank.
May 2014 – Jan 2026: Vice Chairman of the BOD of Bao Viet Joint Stock Commercial Bank.
Jan 2009 – Dec 2011: Deputy CEO & Director of Transaction Office, Head of Retail Banking – Bao Viet Joint Stock Commercial Bank.
Dec 2006 – Dec 2008: Head of Project Department of Bao Viet Joint Stock Commercial Bank, Member of the Preparatory Board for the establishment of Bao Viet Joint Stock Commercial Bank.
Jan 2006 – Nov 2006: Deputy Head in charge of Investment Department of Bao Viet Holdings.
Apr 1998 – Nov 2005: Deputy Head of the Capital Investment Department, Vice Director of Investment Center of Bao Viet Holdings.
Dec 1994 – Apr 1998: Officer of the Capital Investment Department of Vietnam Insurance Corporation (now Bao Viet Holdings).
Current positions at other companies:
Member of the Members’ Council of Bao Viet Insurance Corporation.
MR. NGUYEN QUANG HUNG
Member of the Board of Directors
(Non-executive member)
Date of appointment: June 27, 2017.
Date of re-appointment: June 22, 2020.
Age: 52
Education: Bachelor of Economics, Bachelor of English, Master of Business Administration.
Experience:
Jun 2017 – now: Member of BVSC’s BOD.
Apr 2025 – now: Deputy CEO of Bao Viet Life Insurance Corporation.
Jan 2015 – Apr 2025: Deputy CEO of Bao Viet Insurance Corporation.
Mar 2014 – Dec 2014: Director of the Reinsurance Department of Bao Viet Insurance Corporation.
Mar 2009 – Mar 2014: Head of Reinsurance Department of Bao Viet Insurance Corporation.
Apr 2004 – Mar 2009: Deputy Head of Reinsurance Department of Bao Viet Insurance Corporation.
Sep 2001 – May 2003: Specialist at Aon Re Singapore Reinsurance Brokerage Company.
Aug 1995 – Sep 2001: Specialist in the Reinsurance Department of Bao Viet Insurance Corporation.
Current positions at other companies:
Deputy CEO of Bao Viet Life Insurance Corporation.
MR. LAI VAN HAI
Member of the Board of Directors
(Non-executive member)
Date of appointment: April 23, 2024.
Age: 47
Education: Master of Finance and Banking.
Experience:
Apr 2024 – now: Member of BVSC’s BOD.
Sep 2020 – now: Deputy CEO of Bao Viet Joint Stock Commercial Bank.
Dec 2019: Acting Director of the Operations Division cum Deputy Director of Finance Management – Bao Viet Joint Stock Commercial Bank.
Mar 2019: Deputy Director of Finance Management – Bao Viet Joint Stock Commercial Bank.
2016 – 2018: Deputy Head, Head of Internal Audit Department – Bao Viet Joint Stock Commercial Bank.
2013: Manager of the Finance and Accounting Board – Bao Viet Joint Stock Commercial Bank.
2008 – 2012: Officer of the Finance and Accounting Board – Bao Viet Joint Stock Commercial Bank.
Current positions at other companies:
Deputy CEO of Bao Viet Joint Stock Commercial Bank.
MR. BUI QUANG VU
Member of the Board of Directors
(Independent member)
Date of appointment: April 23, 2024.
Age: 44
Education: Master of Business Administration.
Experience:
Apr 2024 – now: Independent member of BVSC’s BOD.
Jun 2020 – now: Head of Supervisory Board – Bao Viet Joint Stock Commercial Bank.
Apr 2016 – Jun 2020: Head of Representative Office in Ho Chi Minh City, Deputy Director of Operations and Administration Division, Deputy Director of Risk Management Division, Deputy Head of Credit Supervision Department (Risk Management Division) – Bao Viet Joint Stock Commercial Bank.
2011 – Mar 2016: Vice Director of Hoi Tu Viet Joint Stock Company.
2008 – 2010: MBA Candidate at RMIT University.
2006 – 2008: Systems Analyst - Asia Joint Stock Commercial Bank.
Current positions at other companies:
Head of Supervisory Board – Bao Viet Joint Stock Commercial Bank.
MR. NHU DINH HOA
Member of the Board of Directors
(Executive member)
Date of appointment: April 03, 2010.
Date of re-appointment: June 20, 2020.
Age: 54
Education: Master of Accountancy, University of Hawaii (the USA), Bachelor of Business Administration.
Experience:
Apr 2010 – now: Member of BVSC’s BOD.
Feb 2010 – now: Chief Executive Officer of BVSC.
0May 2024 – now: Independent Member of the Board of Directors of Transport Engineering Design Incorporated – Joint Stock Company (TEDI).
2005 – Feb 2010: Deputy CEO of BVSC.
2000 – 2005: Head of Transaction Office, Head of Proprietary Trading and Advisory Department – BVSC.
1995 – 1999: Vietnam Insurance Corporation (now Bao Viet Holdings).
Current positions at other companies:
Independent Member of the Board of Directors of Transport Engineering Design Incorporated – Joint Stock Company (TEDI).
MR. NGUYEN XUAN HOA
Head of Supervisory Board
Date of appointment: April 15, 2015.
Date of re-appointment: June 22, 2020.
Age: 49
Education: Master of Commercial Business Management.
Experience:
May 2025 – now: Chairman of the Board of Members of Bao Viet Investment One Member LLC.
Apr 2015 – now: Head of BVSC’s Supervisory Board.
Jan 2008 – now: Head of Planning and Management Information Group, Deputy Head, Head of Financial Planning Department; Deputy Director of Financial Management Division; Chief Accountant cum Director of Finance Department – Bao Viet Holdings.
Nov 2001 – Jan 2008: Accountant, Deputy Head of Headquarters’ Accounting Department – Bao Viet Insurance Corporation.
Aug 1999 – Oct 2001: In charge of Accounting – Duy Hung Informatics Software LLC.
Current positions at other companies:
Chief Accountant of Bao Viet Holdings.
Chairman of the Board of Members of Bao Viet – Au Lac LLC.
Chairman of the Board of Members of Bao Viet Investment One Member LLC.
MR. HOANG GIANG BINH
Supervisor
Date of appointment: April 15, 2015.
Date of re-appointment: June 22, 2020.
Age: 40
Education: Master of Accounting and Finance.
Experience:
Apr 2015 – now: Member of BVSC’s Supervisory Board.
Sep 2015 – now: Specialist of Investment Department – Bao Viet Holdings.
Aug 2012 – Sep 2015: Specialist of Project Investment Department – Bao Viet Holdings.
Dec 2011 – May 2012: Specialist of Hoan Kiem Branch – Military Commercial Joint Stock Bank.
Mar 2009 – Sep 2009: Specialist in Accounting Department – Vietnam Television.
Current positions at other companies:
Specialist of Investment Department – Bao Viet Holdings.
MS. NGUYEN THI THANH VAN
Supervisor
Date of appointment: April 15, 2015.
Date of re-appointment: June 22, 2020.
Age: 44
Education: Bachelor of Banking and Finance.
Experience:
Apr 2015 – now: Member of BVSC’s Supervisory Board.
Jan 2005 – now: Accountant, Deputy Director in charge of the Accounting Department of Bao Viet Holdings.
Current positions at other companies:
Deputy Director in charge of the Accounting Department of Bao Viet Holdings.
MR. NHU DINH HOA
CEO
Date of appointment: February 2010.
Age: 54
Tenure as CEO: 16 years.
Education: Master of Accountancy, Bachelor of Business Administration.
Experience:
May 2024 – now: Independent Member of the Board of Directors of Transport Engineering Design Incorporated – Joint Stock Company (TEDI).
Feb 2010 – now: CEO of BVSC.
2005 – Feb 2010: Deputy CEO of BVSC.
2000 – 2005: Head of Transaction Office, Head of Proprietary Trading and Advisory Department – BVSC.
1995 – 1999: Vietnam Insurance Corporation (now Bao Viet Holdings).
Current positions at other companies:
Independent Member of the Board of Directors of Transport Engineering Design Incorporated – Joint Stock Company (TEDI).
MS. NGUYEN THI THANH THUY
Deputy CEO
Date of appointment: 15 July 2010.
Age: 50
Tenure as deputy CEO: 15 years and 09 months.
Education: Master of Economics.
Work experience at BVSC:
Jul 2010 – now: Deputy CEO of BVSC.
Sep 2009 – Jul 2010: Head of Consulting Department.
Sep 2006 – Aug 2009: Head of Transaction Office.
Oct 2003 – Aug 2006: Deputy Head of Transaction Office.
Current positions at other companies:
none.
MS. NGUYEN HONG THUY
Chief Accountant
Date of first appointment: April 26, 2022.
Age: 53
Time holding the Chief Accountant position: 4 years.
Education: Bachelor of Finance and Banking.
Work experience at BVSC:
Apr 2022 – now: Chief Accountant.
Jan 2012 – Apr 2022: Head of Finance and Accounting Department.
Dec 2009 – Jan 2012: Deputy Head of Finance and Accounting Department.
May 2009 – Dec 2009: Deputy Head of Legal, Internal Control and Risk Management Department.
Current positions at other companies:
none.
Remuneration for the Board of Directors and the Supervisory Board: Implemented according to Article 6 of Resolution 01/2025/NQ-DHDCD approved by the AGM. Details are as follows:
| No. | Title | Remuneration |
|---|---|---|
| 1 | BOD’s Chairman | VND 10,000,000/person/month |
| 2 | BOD’s members | VND 8,000,000/person/month |
| 3 | Head of Supervisory Board | VND 8,000,000/person/month |
| 4 | Supervisors | VND 6,000,000/person/month |
(*) Starting December 11, 2025, the Chairman of the Board changed to a specialized, full-time role. Accordingly, the salary, bonuses, allowances, and benefits for the full-time BOD Chairman are implemented in accordance with the BOD’s Resolution 48/2025/NQ-HDQT dated December 23, 2025, regarding the Working status and Policy regime applicable to the Chairman; she/he shall not be entitled to the standard remuneration scheme.
Total remuneration for the Board of Directors and Supervisory Board: VND 819,420,303.
Total salary of the Board of Management in 2025: VND 1,985,477,953
BVSC adopts the Three Lines Model in governance and risk management, clearly defining the roles of the Board of Directors and each control line to ensure consistent implementation throughout the Company. BVSC manages risks based on balance and reasonableness, not only for prevention and mitigation but also to integrate risk management into decision-making and operations. Departments collaborate closely to ensure the transparency and reliability of information, supporting risk-based management and decision-making.
Functional departments and business units directly involved in providing products and services to customers, as well as supporting functions such as human resources, administration, and information technology. This line is directly responsible for executing business operations and delivering products and services. Simultaneously, the first line identifies, assesses, controls, reports, and monitors risks arising during operations, while proactively conducting self-assessments and monitoring the effectiveness of internal controls within the unit.
Focuses on risk management and compliance functions, emphasizing legal compliance, professional ethics, IT security, sustainability, and operational quality. This line is responsible for establishing the risk management framework, issuing policies, and providing independent monitoring, advisory, and challenge to the activities of the first line.
Is the Internal Audit function, which provides independent and objective assurance and consulting services regarding the adequacy and effectiveness of corporate governance, risk management, and internal control. Internal Audit reports directly to the Audit Committee and the Board of Directors, thereby contributing to continuous improvement and enhancing the efficiency of the governance and internal control system throughout the Company.
***Functions and Duties
Internal Audit belongs to the third line in the risk management system, providing independent and objective assessments of the adequacy, effectiveness, and efficiency of internal control, risk management, and corporate governance within the audited units to the Audit Committee, the BOD, and the BOM of BVSC. On that basis, the Internal Audit Department recommends improvement measures to ensure the Company’s compliance with laws, the Corporate Charter, Resolutions of the General Meeting of Shareholders and the Board of Directors, as well as internal processes and regulations at BVSC, while contributing to enhancing the quality of governance and operational efficiency.
By January 31st each year, the Internal Audit Department prepares and submits the annual audit plan to the Audit Committee for review before presenting it to the Board of Directors for approval. The audit plan includes: the internal audit performance results of the previous year, the department’s objectives and orientations for the coming year, risk assessment results, the scope and schedule of planned audits, as well as recommendations and other proposals (if any).
The Internal Audit Department prepares a detailed audit program and notifies the auditee of the audit objectives, scope, basis, methodology, participating personnel, and requirements for providing records and documents. On that basis, the Internal Audit Department executes audit procedures, including selecting audit samples, reviewing and reconciling documents to identify audit findings, and discussing and reaching an agreement on the findings with the auditee before concluding the audit.
The Internal Audit Department prepares an audit report for each engagement, fully presenting the objectives, scope, results, and key findings. The report proposes appropriate recommendations and corrective measures to strengthen the internal control system, improve business processes, and enhance the adequacy, effectiveness, and efficiency of the Company’s risk management and corporate governance.
Annual Internal Audit Reporting: By January 31st each year, the Internal Audit Department submits an internal audit report on the implementation results of the previous year’s audit plan to the Board of Directors, with copies sent concurrently to the Audit Committee and the Board of Management.
Additionally, the Internal Audit Department prepares other ad-hoc reports as requested by the Audit Committee and the Board of Directors during the year.
This is the final step of the internal audit process at BVSC to ensure that auditees fully implement corrective or improvement actions as recommended in the audit report. In case the auditee has not implemented these measures or fails to agree on improvement actions, the Internal Audit Department shall request a formal clarification of the reasons and report to the competent authorities for consideration and decision.
At BVSC, market risk primarily arises from stock price volatility and interest rate risk.
When making investment decisions, in addition to strictly adhering to the investment risk limits approved by the Board of Directors, the Company focuses on conducting comprehensive analyses of factors that may impact the investment portfolio. Factors considered include macroeconomic conditions, external influences such as geopolitical fluctuations and market shocks, as well as the fundamental and technical factors of the selected stocks.
The investment portfolio after disbursement is closely and regularly monitored by BVSC through risk assessment tools such as scenario analysis and value at risk (VAR). Based on developing market scenarios with various levels of volatility, the Company assesses and quantifies potential impacts on the equity portfolio as well as business performance, thereby proactively implementing management measures and portfolio adjustments when necessary.
Interest rate risk impacts both BVSC’s interest-earning assets and cost of capital, encompassing activities such as term deposits, bond investments, and margin lending.
For the bond portfolio, interest rate risk remains low as investments are primarily held to maturity. Regarding term deposits, the Company proactively monitors market trends to select appropriate tenors and interest rates, optimizing investment efficiency. For margin lending activities, the Company maintained stable lending rates throughout 2025; therefore, no significant impacts from interest rate fluctuations have occurred.
Regarding sources of capital, interest rate risk arises when an increase in the cost of funds may impact profit margins; the Company manages this by monitoring the market and adjusting the capital structure accordingly.
In 2025, the Company did not record any interest rate risk events that significantly impacted business plans or investment efficiency.
At BVSC, credit risk may lead to potential losses in term deposit investment, bond investment, and margin trading. To prevent and control credit risk, BVSC has implemented risk management measures for each activity where such risk may arise. Specifically:
BVSC complies with the annual deposit limit approved by the Board of Directors. In addition, BVSC has also selected partner banks with good credit ratings according to the rating assessment of Bao Viet Holdings. BVSC has always actively and regularly assessed and analyzed the bank and market situation, the balance between risks and efficiency, to ensure capital adequacy before signing deposit investment contracts.
For both Government bonds and corporate bonds, BVSC implements risk management on the principle of complying with investment limits approved by the Board of Directors. Each investment decision is made after a careful and thorough assessment of the issuer’s creditworthiness and solvency. For corporate bonds, BVSC prioritizes investments secured by collateral and has put in place a specific policy on managing and handling collateral in case of the issuer’s credit risk.
The Company shall continue to maintain governance measures whose effectiveness has been verified after a long period of application. Those are:
The Company manages investors’ money and assets separately from the Company’s money and assets to ensure the full and timely fulfillment of obligations to customers, or cash flow in business operations, liquidity risk management is carried out daily through monitoring and balancing cash inflows and outflows. At the same time, the Company maintains a mechanism for close interaction and coordination between relevant departments in reporting funds, registering treasury plans, and regularly updating market developments and intraday liquidity status to regulate cash flows effectively and minimize the risk of liquidity shortages.
At the same time, the Company always maintains a reasonable amount of liquidity reserves, including cash and cash equivalents, to ensure the ability to promptly meet payment needs arising in business operations. The Company’s liquidity buffers are strengthened through investing in highly liquid financial assets and actively seeking and diversifying third-party funding sources to increase the ability to cope with liquidity stress situations.
In 2025, BVSC fulfilled its payment obligations fully and on time to the Vietnam Securities Depository and Clearing Corporation, Stock Exchanges, partners, and securities trading customers. If the financial safety ratio is an important indicator reflecting the liquidity capacity of a securities company, at BVSC, this ratio was maintained above 500% every month in 2025, far exceeding the minimum 180% ratio regulated by the State Securities Commission.
At BVSC, operational risk is assessed at a low level and is managed under 04 types of risks, including reporting and financial control risk; human resources risk; process/procedural risk; and information technology system risk.
This risk arises from inaccurate financial reporting or delays in submitting reports to the Company’s Management, State management agencies, or delays in public information disclosure. As a listed company, BVSC is responsible for publishing financial statements on time in accordance with legal regulations, ensuring that the information provided is accurate and transparent.
In addition to selecting one of the top four leading and reputable audit firms in Vietnam as the Company’s independent audit firm, the Company also sets regulations on the reporting timeline, organizes internal audits and inspections of financial and accounting work to ensure compliance with laws, internal regulations, as well as financial-accounting standards and regimes. Furthermore, the Company has promoted the application of information technology, effectively utilizing the core securities software system and accounting software to generate reports, minimizing manual errors and ensuring the timeliness of information.
This risk is well controlled by BVSC because the Company, with its long history of operation, has built a synchronized human resource management system from recruitment, training, and coaching to quality control and performance assessment. In addition, the Company has developed and issued a Code of Professional Ethics in compliance with the standards of the model Code of Professional Ethics issued by the Vietnam Association of Securities Business. For BVSC’s employees, in addition to meeting high requirements for professional expertise and working skills, compliance with professional ethics is always highly valued and considered a top priority.
Process/procedural risk is one of the risks regularly faced by the Company during its operation. Recognizing the materiality of this risk, when implementing any new activity, BVSC always issues specific and detailed operational processes and instructions, while building technology support systems and organizing personnel training to ensure operations comply with the issued processes.
In parallel with the operations of the business divisions, the Internal Audit Department cooperates with the Internal Control Department to periodically conduct compliance control reviews to ensure the suitability and effectiveness of processes compared to actual practice, thereby reviewing, perfecting, and improving processes to contribute to increasing efficiency in the operational process.
Technology system risk is one of the significant risks that securities companies in general face. BVSC periodically conducts assessments of events that have occurred or are likely to occur to identify potential risks, thereby developing appropriate management plans.
In IT system operations, the Company prioritizes infrastructure investment to ensure system continuity and stability. Servers and databases are hosted at international-standard data centers, with redundancy, backup, and recovery mechanisms implemented based on RTO and RPO control indicators to minimize service disruptions.
In response to the increasing trend of cybersecurity threats, BVSC has implemented a multi-layered security model, including firewalls, DDoS protection, and a 24/7 Security Operations Center (SOC). Additionally, the Company conducts periodic security assessments, vulnerability reviews, and information security awareness training for its personnel. In parallel, BVSC establishes and operates IT governance processes, such as access management, change management, operational control, and data backup-recovery, to ensure the confidentiality, integrity, and availability of its information systems.
In the context of digital transformation, BVSC is modernizing its systems by enhancing integration, improving data processing capabilities, and optimizing customer experience, while maintaining strict control over risks arising from system expansion and technology dependency. Additionally, the Company is implementing Artificial Intelligence (AI) in data analytics and process automation on a cautious and controlled basis to mitigate risks related to data quality, model bias, and information security.
To enhance information security management capabilities, BVSC is progressively implementing an Information Security Management System in accordance with ISO/IEC 27001 standards, aiming to standardize processes, strengthen controls, and meet compliance requirements.
Legal risk at BVSC is assessed at a low to medium level. Legal risk control is implemented synchronously through a clear organizational structure, with specific delegation of authority and responsibilities from senior management to middle management and staff levels.
The personnel of the Company’s Legal Department are highly qualified, experienced professionals with extensive practical knowledge in the fields of corporate, securities, commercial, and civil law. Among them are members holding lawyer practice certificates, who perform the function of providing legal consultancy and support to the Board of Management and professional departments.
All internal processes and operational instructions, as well as contracts/agreements with customers and partners, are reviewed by the Legal Department before issuance or execution to ensure compliance with current legal regulations. In addition, the Legal Department regularly updates and disseminates newly issued legal documents related to the Company’s business activities to ensure that employees promptly grasp changes in the legal system, thereby enhancing compliance awareness during the performance of their duties.
The Company always takes a proactive approach to reputation risk prevention by constantly enhancing service quality, perfecting the organizational structure, building a professional working environment, and maintaining and developing sustainable relationships with customers, shareholders, and partners.
Feedback from customers, shareholders, and partners is always regarded by the Company as an important source of information to further enhance service quality, while strengthening and expanding cooperative relationships. Through this, the Company aims to maintain and affirm its position as a dynamic, professional, and prestigious securities company in the Vietnamese stock market.
In addition, the Company focuses on building and implementing a sustainable development strategy to proactively prevent potential risks that could affect the Company’s prestige and reputation.
In performing the governance aspect analysis, the Company takes reference from the criteria of the CAMEL rating system. (A system for evaluating the financial soundness of a financial institution based on five factors: Capital adequacy, Asset quality, Management quality, Earnings, and Liquidity, developed by the U.S. National Credit Union Administration and recommended for use by the International Monetary Fund and the World Bank.) Additionally, on October 9, 2013, the State Securities Commission of Vietnam issued Decision No. 617/QD-UBCK to promulgate the CAMEL regulations for classifying securities companies.
Under this rating system, in 2025, BVSC achieved a governance score of 90.9/100, consistent with the 2024 score (91.7 points), demonstrating effective management and stable governance quality. This remains a solid foundation for the Company to maintain its sustainability orientation and proactively adapt to the evolving dynamics and rising standards of the Vietnamese stock market.
(Refer to Appendix 1 - MANAGEMENT QUALITY SCORE BY CAMEL)
BVSC identifies corporate governance as a key pillar to enhance operating efficiency, strengthen transparency, and ensure sustainable, long-term development. This also serves as a vital foundation for building trust and optimally protecting the interests of shareholders and stakeholders. With that orientation, BVSC prioritizes standardized and effective corporate governance, not only strictly complying with current regulations but also continuously refining its system according to international standards. Specifically, the Company references and applies regional and global best practices, such as the ASEAN Corporate Governance Scorecard (ACGS), the 2023 G20/OECD Principles, and the 2026 Vietnam Corporate Governance Code.
Since 2016, in pursuit of aligning with best-in-class regional governance standards, BVSC has proactively carried out self-assessments of its internal governance framework based on the criteria of the ACGS. The outcome reveals that BVSC achieved a significant level of compliance in five essential criteria groups, comprising: Shareholder Rights (complying with 19/21 Tier 1 criteria), Equitable Treatment of Shareholders (15/15), Stakeholder Role (11/13), Disclosure and Transparency (31/32), and Board of Directors’ Responsibilities (58/65).
Simultaneously, in comparison with the 2026 Vietnam Corporate Governance Code, BVSC’s governance system also showed positive outcomes as follows:
Section
Board of Directors’ Responsibilities: BVSC meets 22 out of 23 criteria across the five Principles of Board Responsibilities. The unmet criterion pertains to the absence of a standalone Code of Conduct designed to instill a corporate culture with appropriate ethical standards throughout the Company. Currently, regulations on behavioral standards and organizational culture development are fragmented across multiple internal documents, including the Company’s Charter, Internal Regulations on Corporate Governance, BOD’s Operating Regulations, SB’s Operating Regulations, BOM’s Operating Regulations, Code of Professional Ethics, Internal Labor Regulations, and others.
Section
Control Environment: BVSC meets all seven criteria of Principle 6: Establish a sound risk management and control environment.
Section
Disclosure and Transparency: BVSC meets all seven criteria of Principle 7: Strengthening company disclosure practices, including sustainability disclosure.
Section
Shareholders’ Rights: BVSC meets all five criteria of Principle 8: Establishing a framework for effective exercising of shareholders’ rights.
Section
Sustainability and Roles of Stakeholder Engagement: BVSC basically meets all 5 criteria of Principle 5: Sustainability and Building effective stakeholder engagement. Regarding the content “The Board should consider establishing a separate committee responsible for sustainability”, BVSC has yet to form a standalone body; instead, sustainability functions are integrated into the Corporate Governance, Nomination, and Remuneration Committee.
As part of its roadmap to enhance governance quality, since 2020, BVSC has established three specialized committees under the Board, following the guidelines and recommendations of the 2019 Vietnam Corporate Governance Code of Best Practices for public companies. This structural refinement aims to gradually align with the high standards of the ASEAN Corporate Governance Scorecard. Three specialized committees under the Board include: Corporate Governance, Nomination, and Remuneration Committee (consistent with criteria E.2.8 & E.2.13 of the ACGS and Principle 3.3 of the 2026 Vietnam Corporate Governance Code); Risk Management and Asset-Liability Committee; and Audit Committee (consistent with criteria E.2.18 of the ACGS; Principles 3.1 & 3.2 of the 2026 Vietnam Corporate Governance Code). Concurrently, the Company elected an Independent Board Member as the Audit Committee Chairman, satisfying ACGS criteria E.2.20 and E.2.22, and Principle 3.1 of the 2026 Vietnam Corporate Governance Code.
Alongside elevating oversight and executive effectiveness, BVSC remains dedicated to safeguarding the interests of all shareholders, ensuring equitable treatment for minority and international investors alike. Since 2021, the Company has conducted comprehensive reviews and amendments to its Charter and Internal Regulations on Corporate Governance, incorporating provisions that facilitate the organization of Virtual General Meetings of Shareholders. Accordingly, shareholders may participate and exercise their voting rights through electronic means, such as online voting or submitting ballots via mail, fax, or email. These measures are implemented in accordance with the recommendations under Criterion A.3.9 of the ACGS, as well as Criterion 8.2 of Principle 8 in the 2026 Vietnam Corporate Governance Code.
The Risk Management Process at BVSC is summarized in the following steps:
Establishing the context
Developed to determine the basic parameters for risk management activities, and to establish the scope, criteria, and standards for risk assessment and measurement. Situations are built using various data sources, such as changes in business strategy, changes in regulatory agency policies, the implementation of a new product or service, or based on recommendations from independent audit, internal audit, internal control, or state management agencies.
Risk identification
The process of identifying and recording potential risks, which must clarify at least 03 primary contents: Risk Source; Risk Description; and Stakeholders/ Parties affected by the risk.
Risk analysis and measurement
Performed using qualitative and/or quantitative methods to assess the frequency and impact of the risk, thereby determining the risk level to serve as a basis for proposing appropriate management measures.
Risk treatment
Risk treatment measures include Risk Acceptance, Risk Mitigation, Risk Sharing, or Risk Avoidance. The selection of an option depends on the determined risk level, while considering the balance between implementation costs and risk control effectiveness.
Risk limit monitoring and risk reporting are carried out daily or periodically on a monthly or quarterly basis, depending on the nature of each risk type. The objective of monitoring and reporting activities is to ensure that the risk status remains within acceptable thresholds. In the event that a risk arises or approaches the warning threshold, the Risk Management Department will coordinate with professional departments or risk owners to develop an action plan aimed at bringing the risk status back to a safe threshold.
In 2025, Risk Management efforts at BVSC continued to be implemented seriously and effectively, contributing to strengthening the ability to identify, prevent, and control risks across the Company’s functional departments. Notable activities carried out included:
Acknowledging that risk management is the duty of every employee in the Company, risk management is integrated into the daily workflows of all departments. For material risks arising, the professional departments report to the Board of Management and inform the Risk Management Department for timely collaborative resolution.
Monthly, the Risk Management unit acts as the focal point to coordinate with professional departments in receiving and gathering information related to risks and preparing monthly risk reports for the Board of Management. The report tracks and evaluates risks for identified risk types managed by BVSC; at the same time, it updates the implementation progress of risk management measures directed by the Risk Management Council during its periodic meetings.
Monthly, the Risk Management unit prepares a specialized report on accumulated risks in the margin lending service, which evaluates the concentration level of client accounts with large outstanding balances and collateral assets concentrated in a few stocks.
Conduct security checks and assessments on the Company’s entire server network, terminal devices, and online stock trading system to detect and promptly remediate security vulnerabilities.
Put into operation a 24/7 information security monitoring and command system; at the same time, collaborate with Viettel Group as the SOC (Security Operations Center) service provider to enhance the ability to monitor and respond to cybersecurity incidents.
Strengthen the management of network access rights for devices connected to the Company’s system; at the same time, upgrade firewall systems, deploy Distributed Denial of Service (DDoS) prevention solutions for the website and online trading system, as well as update and upgrade antivirus software for servers and personal computers.
Quarterly, the Company organizes meetings of BVSC’s Risk Management Council, including the Board of Management, Branch Management, Department Heads, and the Risk Management unit, and featuring advisory and critical review participation from BVSC’s Risk Management & ALCO Committee. The Risk Management Council meetings are conducted quarterly and cover the following specific contents:
Deploy an information security awareness training course for all BVSC staff, thereby improving the understanding, preventative awareness, and response capacity of employees toward potential cybersecurity risks.
To promote a compliance culture and enhance professional responsibility among staff, in 2025, the Company established a compliance commitment process applicable to all levels of employees. Furthermore, a specialized training module on compliance culture and professional codes of ethics at BVSC was developed and delivered to all Next Gen program trainees as well as all new hires throughout the year. With this approach, BVSC is steadily embedding a compliance culture across its entire system.
Develop a question bank on risk management, internal control, and compliance to be included in BVSC’s annual periodic professional examination. The questions are developed based on scenarios that have occurred or are likely to arise, helping BVSC staff to better grasp processes and regulations, gain further understanding of business situations, and enhance awareness in risk management and internal control.
Annually, the Risk Management Department and all professional departments collaborate to review risk profiles to update the risk register, assess risk levels, and propose appropriate management solutions. Proactive reviewing helps departments detect potential issues in a timely manner, thereby proposing suitable prevention or remediation measures. The Risk Management unit acts as a critical reviewer and consolidates information from departments to develop the Company-wide risk profile, thereby enhancing risk management efficiency and the ability to respond to arising situations.
BVSC annually develops its Risk Policy and Risk Limits to ensure alignment with the Company’s business operations and market conditions. The Risk Policy and Risk Limits serve as the basis for the Risk Management unit and professional departments to manage, track, and monitor arising risks, ensuring a balance between risk and business efficiency.
Following the general orientation of the State management agencies regarding enhancing the oversight role of securities firms toward client transactions to strengthen market transparency, BVSC has developed and implemented transaction monitoring systems. In case suspicious transactions are detected, the Risk Management unit coordinates with relevant departments to clarify and issue timely warnings, contributing to enhancing transparency and safety for the Company’s operations as well as the market.
In 2025, in the context of the Vietnamese stock market experiencing many fluctuations and being influenced by unpredictable factors from the global economic and trade environment, BVSC’s risk management activities continued to be performed effectively with the following prominent results:
In 2026, the Vietnamese stock market is projected to continue facing challenges such as global geopolitical instability, exchange rate fluctuations, and inflation, along with changes in the legal environment within the financial and securities sectors, which may directly impact BVSC’s business operations. Accordingly, risk management efforts need to continue to be emphasized and implemented based on several orientations as follows:
Continue to implement and upgrade security solutions for the online securities trading system as well as the entire information technology infrastructure at BVSC, focusing on updating and improving work processes related to IT systems, and developing response plans for cybersecurity incidents.
Review and amend operational regulations and procedures to ensure alignment with new securities legal regulations. Deploy training and dissemination to departments regarding new legal provisions, as well as the Company’s new procedures, products, and services to enhance compliance and legal risk awareness, while reinforcing the risk management culture at the Company.
Continuously and regularly monitor and manage key risks to assess risk trends and promptly implement appropriate management measures, especially in the context where the market may experience shocks from both domestic and international factors.
Enhance risk management and control for new products and services from the development phase, particularly for those implemented on digital platforms, to ensure a balance between business objectives and risk management requirements. At the same time, standardize procedures and organize professional training upon the launch of new products and services to minimize risks and errors arising during operation.
Continue to update and expand training programs on processes, professional expertise, and professional ethical standards for newly recruited personnel in the Next Gen programs to enhance professional capacity, while developing a culture of compliance and risk management throughout the Company.
Implement transaction monitoring and anti-money laundering activities in accordance with the requirements of management agencies, while ensuring market transparency.
Implement the 2026 Risk Policy and Risk Limits as approved by the Board of Directors. Conduct monitoring and periodic reporting activities to serve the management of the Board of Management, as well as the governance activities of the Risk Management & ALCO Committee and the Board of Directors.
| Dividend 2025: | Dividend payment of 8% on par value per share from 2024 profit after tax on November 26, 2025, according to the Resolution of the 2025 Annual General Meeting of Shareholders. |
| Book Value Per Share (BV): | VND 37,253 |
| Market Price as at December 31, 2025: | VND 29,100/share |
| Highest Price in 2025: | VND 43,200/share |
| Lowest Price in 2025: | VND 26,800/share |
| Total Trading Volume in 2025: | 160,706,032 shares |
| Total Trading Value in 2025: | VND 5,834,837,206,500 |
| Average Trading Volume in 2025: | 645,106 shares/day |
| P/B: | 0.78x |
| P/E: | 8.20x |
In 2025, the Company’s share price (ticker symbol: BVS) closed at VND 29,100 on December 31, 2025, representing a 19.5% decrease compared to the closing price on December 31, 2024. Share price movements in 2025 primarily reflected market corrections and general volatility, particularly during the early stages of the second quarter; subsequently, the stock recorded a recovery in line with broader market trends during the mid-year months.
In addition, the stock’s liquidity witnessed a decline, with the average daily trading volume and value in 2025 reaching 645,106 shares and VND 23.4 billion, respectively – a decrease of 11.6% and 16.2% compared to the 2024 averages. This movement is in line with the overall trend of mid-and small-cap securities stocks.
The trading performance of BVS shares on the Stock Market (“SM”) in 2025 is illustrated in the following charts:
Chart 1
Comparative Performance: BVS Share Price and HNX Index (Jan 01 – Dec 31, 2025)
Chart 2
Daily Trading Volume of BVS Shares (Jan 01 – Dec 31, 2025)
Chart 3
Monthly trading value of foreign investors (Unit: VND billion)
Chart 4
Monthly trading volume of foreign investors
Shareholding structure by ownership percentage
Changes in Shareholders’ Equity
Changes in shareholders’ equity in 2025: None
Transaction of treasury shares in 2025: None
Other securities: None
Shareholding structure by geography
| Shareholder | Quantity | Number of shares | Value (VND) | Percentage |
|---|---|---|---|---|
| Domestic | 98.63% | |||
| Individual | 4,593 | 27,404,506 | 274,045,060,000 | 37.94% |
| Institutional | 27 | 43,842,345 | 438,423,450,000 | 60.69% |
| Foreign | 1.37% | |||
| Individual | 126 | 575,006 | 5.750.060.000 | 0,80% |
| Institutional | 18 | 412.080 | 4.120.800.000 | 0,57% |
| Total | 4.764 | 72.233.937 | 722.339.370.000 | 100% |
Shareholding structure by ownership concentration
| Shareholder | Number of shareholders | Number of shares | Percentage % |
|---|---|---|---|
| Shareholders holding less than 1% | 4,757 | 20,211,744 | 27.98% |
| Shareholders holding from 1% to <5%< /td> | 6 | 8,741,000 | 12.10% |
| Shareholders holding 5% or more | 1 | 43,281,193 | 59.92% |
| Total | 4,764 | 72,233,937 | 100.00% |
As a listed securities firm and a corporate finance advisor, BVSC consistently prioritizes the lawful rights and interests of its shareholders. The Company commits to treating all shareholders equally, fairly and transparently, without distinction as to whether they are domestic or foreign, individual or institutional, large or small, executive or non-executive.
Shareholders’ rights are stipulated in Article 19 of the 14th Amended and Supplemented Charter. Specifically, shareholders’ rights are categorized by share class, comprising the rights of ordinary shareholders, as well as holders of voting preference shares, dividend preference shares, and redeemable preference shares.
Currently, all shareholders of BVSC are ordinary shareholders. The rights of shareholders are fully and earnestly exercised by BVSC throughout 2025 through IR operations and are most clearly demonstrated in the Annual General Meeting of Shareholders (“AGM”) in 2025 and information disclosure of BVSC to investors and shareholders.
BVSC held its 2025 Annual General Meeting of Shareholders on June 24, 2025. The invitation, agenda, reports, and meeting materials were sent directly to each shareholder via registered post, email, and SMS, and published on the Company’s website 21 days before the meeting. Meeting documents were published in both English and Vietnamese to facilitate access for foreign shareholders. Simultaneous interpretation was also provided at the 2025 AGM to ensure their full comprehension of the proceedings.
The full minutes and resolutions of the AGM were publicly read out at the meeting before being put to a vote for approval. These documents were disclosed immediately after the meetin.
The 2025 Annual General Meeting of Shareholders was attended by shareholders holding 43,445,625 shares, representing 60.17% of the Company’s voting shares. All members of the Board of Directors, Supervisory Board, and Board of Management were in full attendance. To safeguard shareholder rights, the Company also invited a representative of the independent audit firm to attend the meeting and answer shareholders’ queries, if any.
The AGM invitation letter provided instructions for shareholders on how to contribute their comments on the agenda items before the meeting. At the meeting, shareholders directly questioned the Presidium on key topics, including the Company’s risk management in margin lending activities; market upgrade prospects; capital increase plans to meet margin lending demand and market upgrade investment; digital transformation initiatives, IT system upgrades, and human resource development, etc. All comments and questions were addressed directly by the Presidium; the details of these discussions were recorded in the Minutes of the Meeting and are archived on the Company’s website.
At the 2025 Annual General Meeting of Shareholders, the attending shareholders directly voted on the proposals submitted to the Meeting with a high approval rating, specifically as follows:
The minutes and resolutions of the 2025 AGM recorded in detail each voting item, the number of votes, and the voting ratio of approval/disapproval/abstention for each item, and were presented publicly at the meeting; and were also published within 24 hours and archived on the company’s website.
| Proposals | The 2025 AGM voted to approve | Approval Rate (%) |
|---|---|---|
| Business operations | Approval of the 2024 business results and the 2025 business plan. | 100% |
| Reports | Approval of the Board of Directors’ 2024 Report and 2025 activity orientations. | 100% |
| Approval of the Supervisory Board’s Report at the 2025 Annual General Meeting of Shareholders. | 99,99% | |
| Approval of the 2024 Audited Financial Statements. | 99,99% | |
| The profit distribution plan and remuneration to the BOD, SB, and the Company’s Secretariat | Approval of the 2024 profit distribution plan and the 2025 profit distribution target. | 100% |
| Approval of the 2024 remuneration for the Board of Directors, the Supervisory Board, and the Company Secretaries, and the 2025 remuneration plan. | 100% |
The Company strictly complies with all legal regulations on information disclosure for listed companies, while regularly reviewing, amending, and updating its internal disclosure policies to align with current regulations, providing a basis for consistent and transparent implementation. Periodic and extraordinary information is disclosed promptly and in accordance with prescribed timelines. In addition to meeting regulatory requirements for bilingual disclosure of periodic reports, BVSC is gradually elevating its information disclosure standards by expanding bilingual application to most extraordinary disclosures throughout 2025. This approach enhances transparency and improves information accessibility for investors, while demonstrating the Company’s commitment to elevating corporate governance standards.
In 2025, the company was once again recognized as a listed company with excellent information disclosure practices under the IR AWARD 2025 program, jointly organized by Vietstock, VAFE Association, and FILI newspaper.
Diversifying communication channels to connect with shareholders and investors,, including a dedicated hotline, email, and the Company’s official Fanpage and Zalo accounts. In 2025, the IR Department maintained the reception, processing, and full response to inquiries and information requests from shareholders and investors in a timely and consistent manner throughout the year, including: Explanations for post-tax profit in the Q4/2025 Financial Statements; Proposals for the 2026 dividend payout in shares instead of cash to strengthen the Company’s financial resources. The Company responded to these inquiries within a maximum of 48 hours.
Proactively collaborating with media agencies and specialized economic, financial, and securities information channels to provide widespread information to investors.
Regularly publishing quarterly Investor Relations Newsletters in both Vietnamese and English to provide shareholders with comprehensive updates on business operations, BVS stock trading performance, and other highlighted activities of the Company.
Preparing Sustainable Development Reports integrated into the Annual Reports in both Vietnamese and English versions to serve foreign investors. BVSC was granted an ESG Certificate under the Synesgy evaluation system, achieving a “Medium-high” Sustainability Level, which is based on the CRIF ESG Score and regulations of the European Securities and Markets Authority – ESMA, as part of a project coordinated by the Vietnam Association of Securities Business (VASB) and CRIF.
| Date | Content |
|---|---|
| Jan 17, 2025 | Q4/2024 Financial Statements |
| Jan 23, 2025 | Report on the list of foreign and major shareholders as of December 31, 2024 |
| Jan 24, 2025 | 2024 Corporate Governance Report for listed companies |
| Mar 27, 2025 | 2024 Financial Statements and Financial Safety Ratio Report |
| Apr 17, 2025 | 2024 Annual Report |
| Apr 18, 2025 | Q1/2025 Financial Statements |
| Jul 17, 2025 | Q2/2025 Financial Statements |
| Jul 25, 2025 | Report on the list of foreign and major shareholders as of June 30, 2025 |
| Jul 30, 2025 | H1/2025 Corporate Governance Report |
| Aug 13, 2025 | 2025 Semi-annual Financial Statements and Financial Safety Ratio Report |
| Oct 17, 2025 | Q3/2025 Financial Statements |
| Date | Content |
|---|---|
| Feb 26, 20255 | BOD’s Resolution on Organizing the 2025 Annual General Meeting of Shareholders |
| Feb 26, 2025 | Disclosure of the meeting plan and Record Date for the list of shareholders to attend the 2025 AGM |
| Mar 12, 2025 | Disclosure of the amended Decision on approving the relocation of Phan Dang Luu Transaction Office |
| Mar 27, 2025 | Disclosure of the Board Resolution approving contracts and transactions between BVSC and Related Parties |
| Apr 18, 2025 | Disclosure of the meeting plan and Record Date for the list of shareholders to attend the 2025 AGM |
| Apr 25, 2025 | Disclosure of the Decision approving the Company’s loan plan at Military Commercial Joint Stock Bank (MB) |
| Apr 29, 2025 | Disclosure of the re-appointment of the Chief Executive Officer (CEO) of Bao Viet Securities Joint Stock Company |
| May 31, 2025 | Disclosure of the Board Resolution approving the Agenda and Documents for the 2025 AGM |
| Jun 06, 2025 | Disclosure of the Board Resolution approving the 2025 Business Plan |
| Jun 25, 2025 | Disclosure of the Minutes and Resolution of the 2025 Annual General Meeting of Shareholders |
| Jul 14, 2025 | Disclosure of the re-appointment of the Deputy Chief Executive Officer of Bao Viet Securities Joint Stock Company |
| Jul 24, 2025 | Disclosure of the Board Resolution approving transactions between BVSC and Related Parties |
| Oct 31, 2025 | Disclosure of the BOD’s Resolution on 2024 cash dividend payment |
| Oct 31, 2025 | Disclosure of the Record Date for the 2024 dividend payment rights |
| Dec 10, 2025 | Disclosure of the receipt of a resignation letter from a Member of the Board of Directors |
***All information disclosed is published on the Company’s website under the Investor Relations section and through the disclosure systems of the Stock Exchanges and the State Securities Commission.
In 2026, BVSC will further enhance the professionalism of its investor relations activities with the following key initiatives:
Strictly complying with full bilingual disclosure (Vietnamese and English) in accordance with regulatory requirements, applicable to periodic, extraordinary, at-request, and other operational disclosures of the Company, thereby enhancing transparency and information accessibility for investors, particularly foreign investors.
Proactively promoting communication with shareholders and investors to meet information exchange needs: through direct interaction at the Annual General Meeting (AGM); providing full bilingual (English-Vietnamese) AGM documents; and diversifying communication channels such as the hotline, email, official Fanpage, and Zalo. These efforts further enhance information dissemination and engagement with shareholders, ensuring the maximum protection of rights and interests for shareholders and related parties.
Issuing a quarterly IR newsletter (presented in both Vietnamese and English) and maintaining proactive public outreach activities to enhance information transparency for the public...
Releasing a digital version of the Company’s Annual Report, optimized for both web and mobile platforms, featuring interactive graphics to enhance engagement and provide a seamless experience for shareholders.
The BOD of BVSC consists of five members as follows:
| NO. | Board Member | Position | Start/End Date of Membership | Reason for Dismissal/ Appointment |
|---|---|---|---|---|
| 1 | Mr. Nguyen Hong Tuan | Chairman (Nonexecutive member). | Member of the Board
of Directors since Jun 27, 2017. Chairman of the Board of Directors since Nov 29, 2018. |
|
| 2 | Mr. Nhu Dinh Hoa | Executive member. | Member of the Board since April 03, 2010. | |
| 3 | Mr. Nguyen Quang Hung | Non-executive member. | Member of the Board since June 27, 2017. | |
| 4 | Mr. Lai Van Hai | Non-executive member. | Member of the Board since April 23, 2024. | |
| 5 | Mr. Bui Quang Vu | Independent member. | Member of the Board since April 23, 2024. | Resignation letter submitted on Dec 09, 2025; The BOD will submit the resignation to the 2026 AGM for approval. |
Further details about the Company’s Board of Directors can be found in Chapter II, Section 2, “Key Personnel – Board of Directors”.
The BOD has issued a Resolution assigning specific duties to each member for the purpose of monitoring and tracking each business segment of the Company. The details are as follows:
In overall charge, coordinating activities of the Board of Directors; overseeing the fields of policy and development strategy, human resources, and remuneration; in charge of financial investment and financial management; serving as Chairman of the Corporate Governance, Remuneration & Nomination Committee; supporting coordination between the Company with the Group and member units of Bao Viet Holdings; exercising the rights and duties of the full-time Chairman of the Board of Directors as prescribed by Law, the Charter, and internal documents of BVSC.
Directly and as the head, manages the Company’s daily business operations, bearing responsibility for the Company’s business results; in charge of the internal control function within the authority of the CEO; proposing business plans and business strategies of the Company to report to the Board of Directors; exercises the rights and duties of a BOD Member and CEO as prescribed by Law, the Company’s Charter, and internal documents.
In charge of monitoring the Company’s asset-liability balance; risk management; legal affairs; serving as Chairman of the Risk Management & ALCO; exercises the rights and duties of a BOD Member as prescribed by Law, the Company’s Charter, and internal documents.
In charge of fixed asset investment and procurement, information technology, communication, and branding for the Company; a Member of the Corporate Governance, Remuneration & Nomination Committee; exercising the rights and duties of a BOD Member as prescribed by Law, the Company’s Charter, and internal documents.
In charge of monitoring internal and independent audit functions; serving as the Chairman of the Audit Committee; exercising the rights and duties of an independent BOD member as prescribed by Law, the Company’s Charter, and internal documents.
The Board structure, comprising 4/5 non-executive members, including 01 independent member serving for the entire year; and the assignment of specific oversight areas to each member, ensures that the Board’s directives remain objective, timely, and closely aligned with the Company’s operations. This approach serves to maximize shareholders’ rights and interests and promote the Company’s sustainable development.
To assist the BOD, the BOD has appointed the Company Secretariat, including the following personnel:
| Full Name | Qualifications and practicing certificates | Work experience at BVSC | Appointment Date |
|---|---|---|---|
| Mrs. Bui Thi Mai Hien |
Bachelor of Laws. Master of Business Administration. Fund Management Practicing Certificate No. 00197/QLQ issued by the State Securities Commission of Vietnam. Certificate of Corporate Governance No. 18/QTCT 229/QD-TTNC issued by the State Securities Commission of Vietnam on 5 September 2013. |
21 years working at BVSC | September 26, 2013 |
| Mr. Vu Duy Vuong |
Bachelor of Business Law. Graduate Certificate of Professional Lawyer Training No. 15814/2012/LS on 25 April 2013. Certificate of Corporate Governance No. 40/ QTCT 159/QDTTNC issued by the State Securities Commission of Vietnam on 03 June 2022. |
15 years working at BVSC | September 10, 2018 |
Since 2020, to assist the Board of Directors in enhancing corporate governance effectiveness and preventing conflicts of interest, while adopting best practices and advanced standards – such as the Vietnam Corporate Governance Code of Best Practices, the latest G20/OECD Principles of Corporate Governance, and the ASEAN Corporate Governance Scorecard – the BOD of BVSC has established 03 specialized committees, specifically:
A dedicated committee under the BVSC Board of Directors, tasked with advising and consulting the BOD on the efficiency of the governance framework and corporate governance policies, and supervising corporate governance issues within BVSC; it assists the BOD in strategizing the development of senior management talent and the organizational model to align with corporate governance benchmarks and keep abreast of market best practices.
Composition of the Committee includes: 04 Members:
A dedicated committee under the BVSC Board of Directors, tasked with advising and consulting the BOD on the establishment of risk strategies, policies, and limits, performing independent evaluations of the suitability and adherence to risk policies and procedures and examining and assessing the efficiency of the risk management system of the BOM, as well as monitoring the Company’s business performance, financial outcomes, and capital and asset management and growth.
Composition of the Committee includes: 05 Members:
A dedicated committee under the BVSC Board of Directors, tasked with advising and consulting the BOD in its assessment of compliance with legal regulations, the Charter, resolutions of the AGM and the BOD, and the Company’s internal policies and procedures; the Committee also oversees the accuracy of financial statements & official disclosures concerning the Company’s financial position, and provides professional and operational oversight to the activities of the Internal Audit Department, which reports directly to the BOD.
Composition of the Committee includes: 05 Members:
Members of the BOD, SB, BOM, Company Secretariat, and the Person in charge of Corporate Governance have completed the Corporate Governance Training Program for Public Joint Stock Companies, organized by the Securities Research and Training Center of the State Securities Commission, and have been awarded Course Completion Certificates. Furthermore, these members and other management officers regularly update their knowledge of new legal regulations concerning corporate governance, while actively participating in training courses, forums, and workshops on corporate governance and sustainable development practices.
In 2025, the Company Secretaries also attended professional development courses for Company Secretaries in public companies within the context of Vietnam’s stock market upgrade held by the Securities Research and Training Center - State Securities Commission on August 22, 2025.
List of members with Certificate of Corporate Governance:
Mr. Nguyen Hong Tuan – Chairman of the BOD:
Certificate of Corporate Governance No. 11QTCT 159/QD-TTNC dated June 03, 2022.
Mr. Nguyen Quang Hung – Member of the Board of Directors:
Certificate of Corporate Governance No. 21QTCT 159/QD-TTNC dated June 03, 2022.
Mr. Nguyen Xuan Hoa – Head of Supervisory Board:
Certificate of Corporate Governance No. 13QTCT 159/QD-TTNC dated June 03, 2022.
Ms. Nguyen Thi Thanh Van – Supervisor:
Certificate of Corporate Governance No. 24QTCT 159/QD-TTNC dated June 03, 2022.
Mr. Hoang Giang Binh – Supervisor:
Certificate of Corporate Governance No. 25QTCT 159/QD-TTNC dated June 03, 2022.
Mr. Nhu Dinh Hoa - BOD Member cum CEO:
Certificate of Corporate Governance No. 10/QD193-TTNC issued by the State Securities Commission of Vietnam on July 31, 2013.
Ms. Nguyen Thi Thanh Thuy – Deputy CEO:
Certificate of Corporate Governance No. 35 QTCT 216/QD-TTNC issued by the State Securities Commission of Vietnam on October 26, 2015.
Ms. Bui Thi Mai Hien – Company’s Secretary:
Certificate of Corporate Governance No. 18/QTCT 229/QD-TTNC issued by the State Securities Commission of Vietnam on September 05, 2013..
Mr. Vu Duy Vuong Company’s Secretary cum Person in charge of Corporate Governance: Certificate of Corporate Governance No. 40/QTCT 159/QD-TTNC issued by the State Securities Commission of Vietnam on June 03, 2022.
In accordance with the company’s charter, BOD’s Operating Regulations, and the resolutions of the AGM, BOD has carried out the following activities during the year:
The Board of Directors, in coordination with the Supervisory Board and the Board of Management, successfully organized the 2025 AGM on June 24, 2025. Key agendas were approved by shareholders with a very high consensus rate. For details of the approved matters, please refer to Section 3.2: Assessment of Investor Relations (IR) Activities in 2025 - The 2025 Annual General Meeting of Shareholders (AGM).
Policies and matters approved by the Board
Convening BOD meetings to discuss and approve matters within the BOD’s authority: In 2025, the Board of Directors held four (4) quarterly meetings, one per quarter. All of these meetings were attended by the Supervisory Board members and BOM members. BOD members diligently attended BOD meetings in person and voted in accordance with the Company’s Charter and BOD’s Operating Regulations:
| Meeting | Content | No. of BOD members attending | Percentage |
|---|---|---|---|
| The first meeting on March 26, 2025 |
|
05/05 | 100% |
| The second meeting on June 20, 2025 |
|
05/05 | 100% |
| The third meeting on September 29, 2025 |
|
05/05 | 100% |
| The fourth meeting on December 23, 2025 |
|
04/05 | 80% |
Throughout 2025, the Board of Directors actively addressed key matters through 45 written consultations and 50 crucial resolutions. These covered the organization of the 2025 Annual General Meeting of Shareholders; the 2025 Business Plan; the 2025 Salary Plan, Proprietary Trading Plan, and Asset Procurement Plan; the 2024 Profit Distribution; the Assessment of the implementation of the 2021–2025 Development Strategy & the Formulation of the 2026–2030 Development Strategy; the Re-appointment of the CEO and Deputy CEOs... & other matters within the Board’s authority.
In addition to discharging their duties through BOD meetings and responding to written consultations, BOD members also serve on BOD committees and participate in internal meetings, such as periodic risk assessment meetings held by the Risk Management Council and meetings regarding the appointment of senior executives, including the re-appointment of the CEO and Deputy CEOs. Furthermore, BOD members directly contribute their professional expertise and share valuable market experience; they also provide strategic direction to enhance the Company’s governance system in alignment with current regulations and international best practices, ensuring that business operations closely follow the actual developments of the stock market during the year.
In 2025, the Committees under the Board of Directors implemented the following operations to support and consult the Board of Directors to effectively manage the Company:
Operations in 2025
The Committee has undertaken advisory and support work and reported to the Board of Directors, providing advisory and appraisal opinions on issues such as: Proposal for the 2024 salary fund settlement & the 2025 salary fund plan; Proposal for management board bonuses in accordance with the AGM Resolution; Implementation of procedures for the re-appointment of the Company’s CEO and Deputy CEOs; Providing assessment and opinions on the appointment of Department Heads as proposed by the Operations Management Department; Submitting recommendations to the BOD, assessing corporate governance policies, and supervising corporate governance matters; Advising and consulting the BOD on labor management policies, salary, and compensation policies of the Company; and Performing other tasks as directed by the BOD regarding corporate governance matters.
Orientations in 2026
The Committee will continue to perform its advisory functions for the Board of Directors and carry out related activities: Proposal for the 2025 salary fund settlement & the 2026 salary fund plan; Implementing procedures and advising the BOD on the appointment, re-appointment, and planning of the Company’s midlevel management; Submitting recommendations to the BOD, assessing corporate governance policies, and supervising corporate governance matters; Advising and consulting the BOD on the organizational structure, corporate governance models, human resource development strategy planning, as well as the Company’s salary and compensation policies; Supervising the management of the Company’s remuneration and benefits plans; and Performing other tasks as directed by the BOD.
Operations in 2025
The RM&ALCO Committee appraised the 2025 Risk Policy and Risk Limits and reported to the BOD for approval; attended and provided opinions at 04 meetings of the Company’s Risk Management Council to review and evaluate the overall effectiveness of ongoing risk management activities, as well as to establish frameworks, actions, and measures to ensure the harmonious and effective management of the risk management system under the BOM.
Orientations in 2026
The RM&ALCO Committee will continue its advisory role to the Board of Directors and undertake the following activities: Formulate the 2026 Risk Policy and Risk Limits for BOD’s approval; Review and evaluate the Company’s activities regarding compliance with the 2026 Risk Policy and Risk Limits; Review and assess impacting factors and provide recommendations on solutions to ensure a reasonable structure of Liabilities, Assets, and balanced asset growth on the balance sheet to align with the Company’s actual business operations; Perform other tasks as requested by the BOD.
Operations in 2025
The Audit Committee appraised the 2024 Audit Report and the 2025 Audit Plan submitted by the Internal Audit Department for the BOD’s approval; Directed and supervised the professional activities of the Internal Audit Department; Coordinated with the Supervisory Board and the independent auditing firm, Ernst & Young, to ensure that financial statements comply with accounting standards and financial reporting disclosure regulations for listed companies; Performed other tasks as directed by the BOD regarding the assessment of the Company’s activities in compliance with internal policies and regulations.
Orientations in 2026
The Audit Committee will continue to perform its advisory functions for the BOD and carry out the following activities: Guiding the professional work of the Internal Audit Department to ensure the completion of the 2026 plan approved by the BOD; Supervising the integrity of the Company’s financial reporting; Continue efforts to complete the 2026 work plan to further promote the Audit Committee’s role in providing counsel to ensure an effective control system, enhancing corporate governance efficiency, and actively contributing to the achievement of the Company’s 2026 business objectives.
In compliance with regulations, the Independent Member of the Board of Directors submitted the 2025 Board Evaluation Report, with the following details:
Level of compliance and efficiency in the corporate governance structure: With a structure of 4 out of 5 non-executive members of the BOD, including one member who served as an Independent Director for most of the year, the Chairman of the BOD is not concurrently the CEO, the structure of the BOD of BVSC meets the criteria in compliance with the law applying to securities companies that have listed shares on the stock market. In addition, the BOD has issued a Resolution on assigning missions to oversee each line operation of the Company for each BOD member; The BOD has established 03 Committees, the CGA&RCO, the Audit Committee, and the RM&ALCO. Thus, the directions of the BOD always assure objectivity and timeliness, closely follow the Company’s operation, and protect the rights and benefits of shareholders.
The BOD has consistently organized and held regular quarterly meetings, with the participation of the SB and the BOM at all meetings. BOD resolutions are adopted based on the highest consensus ratio, with 100% of BOD members approving them.
The Board of Directors’ supervision of the BOM: The BOD supervises the BOM in organizing and implementing business solutions in accordance with the BOD’s directions and instructions, as well as the AGM Resolutions, while ensuring alignment with the developments of the Stock Market. Throughout the supervision process, the BOD consistently ensures compliance with the governance hierarchy as stipulated in the Company’s Charter, Internal Regulations on Corporate Governance, and other internal regulations, while avoiding any interference with the BOM’s executive operations.
The Board has fully exercised its rights and fulfilled its obligations in accordance with legal regulations, the Company’s Charter, and the AGM Resolutions with a spirit of responsibility and transparency in governance, ensuring strict compliance with the regulations applicable to listed companies. BOD members strictly adhere to current legal regulations, including the prohibition of serving on the BOD of more than five (5) other companies simultaneously. This restriction ensures that BOD members can dedicate ample time and focus their strength and intellect on the Company’s development.
Transactions between the Company and members of the BOD, SB and BOM: Except for the collection of securities transaction fees from some members of the BOD, SB, and BOM who open securities trading accounts at the general rates applicable to other customers of the Company, the Company has not entered into or executed any transaction contracts, nor provided any loans or guarantees to these individuals.
Transactions between the Company and any shareholder or authorized representative of a shareholder holding more than 10% of the Company’s charter capital; and transactions between the Company and members of the Board of Directors, Supervisors, members of the Board of General Directors, other Managers, and their related persons: During the year, the Company entered into and executed contracts and transactions with Bao Viet Holdings and its subsidiaries. These contracts and transactions each represent less than 10% of the Company’s total assets per the latest financial report; the Company provides no loans or guarantees to these individuals/entities. The execution and performance of these contracts strictly comply with the provisions of the Company’s Charter. Details of these transaction values are presented in the 2025 Financial Statements audited by Ernst & Young (E&Y) and the 2025 Corporate Governance Report. The Company has carried out the public disclosure of these Reports as required by law.
BOD Remuneration and Bonuses: Board members received remuneration and bonuses in strict accordance with the approval of the 2025 AGM, as stipulated in Point d, Clause 1, Article 5, and Article 6 of Resolution No. 01/2025/NQ-DHDCD dated June 24, 2025.
The Committees under the Board of Directors have performed their functions and duties in strict compliance with the regulations issued by the Board; thereby contributing to the enhancement of corporate governance effectiveness and the minimization of conflicts of interest.
The Supervisory Board’s composition comprises 03 members as follows:
| NO. | Member | Position | Start/End Date as SB Member | Reason for Removal/Appointment |
|---|---|---|---|---|
| 1 | Mr. Nguyen Xuan Hoa | Head of Supervisory Board | From April 15, 2015 | |
| 2 | Ms. Nguyen Thi Thanh Van | Supervisor | From April 15, 2015 | |
| 3 | Mr. Hoang Giang Binh | Supervisor | From April 15, 2015 |
For detailed information on the Company’s Supervisory Board (“SB”), please refer to Chapter II, Section 2, “Key Personnel” of this Report.
In 2025, the Supervisory Board held four (04) meetings quarterly. Supervisory Board meetings are organized in accordance with the Company’s Charter, the Board’s Operating Regulations, and applicable legal requirements. Supervisors strictly adhered to attendance requirements for meetings and voted in compliance with the Company’s Charter and internal corporate governance regulations. At these meetings, the Supervisory Board discussed and approved key matters such as:
| Meeting | Content | No. of SB members attending | Percentage |
|---|---|---|---|
| The first meeting on March 26, 2025 |
|
03/03 | 100% |
| The second meeting on June 20, 2025 |
Acknowledged the estimated business performance for 1H2025 and the action plan for key tasks in 2H2025. Discussed the Supervisory Board’s Operation Plan for Q3/2025. |
03/03 | 100% |
| The third meeting on September 29, 2025 |
Acknowledged the estimated business performance for 9M25. Discussed the Supervisory Board’s Operation Plan for Q4/2025. |
03/03 | 100% |
| The fourth meeting on December 23, 2025 |
Acknowledged the estimated business performance for the fullyear 2025. Discussed the Supervisory Board’s Operation Plan for 2026. |
02/03 | 66,7% |
In 2025, the Supervisory Board performed the missions specified in the Company’s Charter, SB’s Operating Regulations, and implemented the operation plan in 2025, supervisory results are as follows:
In 2025, the Vietnamese stock market recorded robust growth, alongside intensifying competition, a distinct divergence among securities firms, and periods of significant volatility. In such a context, the intense competition among securities firms, especially regarding brokerage fees, margin and cash advance rates, exerted significant pressure on the business performance. Due to constraints in capital scale, BVSC’s competitive position has relatively softened compared to its peers in the market.
However, the Supervisory Board highly regarded the Company’s proactive and flexible approach in monitoring market movements, while simultaneously implementing a comprehensive suite of solutions across human resources, technology, services, corporate governance, risk management, and system information security. As a result, driven by strong determination, the Company successfully surpassed its 2025 business targets.
Through its oversight process, the Supervisory Board observed that the Board of Directors operated within its mandated authority and duties as prescribed in the Company’s Charter, the BOD’s Operating Regulations, internal policies, and relevant legislation, effectively fulfilling its management role. The Supervisory Board identified no irregularities or violations in the governance and management activities of the BOD as a whole, or of its individual members.
Based on its oversight, the Supervisory Board notes that amid market volatility and fierce competition, the Board of Management has maintained flexible leadership, proactively implementing a comprehensive suite of solutions in human resources, technology, products, customer orientation, and risk management to achieve the 2025 business plan targets. The Company’s operations remained stable, focusing on sustainable development. The Supervisory Board recorded no irregularities or violations in the Board of Management’s executive activities.
Through its oversight, the Supervisory Board observed that the convening and adoption of resolutions of the 2025 Annual General Meeting strictly complied with applicable laws, the Charter, and BVSC’s internal Corporate Governance Regulations.
Through its oversight, the Supervisory Board observed that in 2025, the Company operated in strict compliance with applicable laws, the Charter, and the Resolutions of the AGM and the Board of Directors. The Company ensures rigorous compliance with disclosure requirements for listed securities companies on the Hanoi Stock Exchange. The 2025 AGM Resolutions have been fully implemented, including: executing business operations to exceed the 2025 targets; completing the 2024 profit distribution and payment of an 8% cash dividend on par value; and fulfilling the 2025 remuneration payments for the Board of Directors and the Supervisory Board.
During the year, aside from the implementation of the activities outlined above, the SB cooperated with the BOD and the BOM to perform the following tasks: Successfully organizing the 2025 Annual General Meeting of Shareholders; Overseeing the implementation of the 2021-2025 strategic review and the formulation of the 2026- 2030 Development Strategy; Providing consultative input on the development of the Company’s governance documents, such as drafting the Information Disclosure Regulations, amending the Company Charter and Internal Corporate Governance Regulations to ensure compliance with new requirements under the 2025 Amended Law on Enterprises and Decree No. 245/2025/ND-CP guiding the Law on Securities for submission to the 2026 AGM for approval.
For the Board of Directors and the Board of Management: In exercising its authority, the Supervisory Board collaborates closely with the BOD, the BOM, and shareholders, ensuring independent yet effective operations. The SB acts with integrity and responsibility, strictly adhering to the Charter, internal regulations, and the Law, for the best interests of the Company and its shareholders. The SB does not impede the governance of the BOD or the management of the BOM, and ensures no disruption to the Company’s business operations.
For Shareholders: In 2025, the Supervisory Board received no petitions or complaints from shareholders as prescribed by the Company’s Charter and prevailing Laws.
Report on the performance of the Supervisory Board
The Supervisory Board has conducted a self-assessment based on its duties and authorities as outlined in the BVSC Charter and its own Operating Regulations:
Report on the performance of Supervisors
Operation Plan of the Supervisory Board for the period between the 2026 and 2027 AGMs
Based on the duties and powers of the Supervisory Board as stipulated in the Company’s Charter, the Supervisory Board’s Operating Regulations, and legal regulations, the Supervisory Board plans the activities between the two AGM 2026 - 2027 as follows:
Internal shareholder stock transactions: In 2025, the Chief Executive Officer conducted stock transactions in full compliance with internal shareholder regulations under Clause 1, Article 33 of Circular 96/2020/TT-BTC guiding Information Disclosure on the Securities Market. Details of this internal shareholder transaction were disclosed by BVSC at: Appendix 3: Insider and Related Party Transactions – BVSC’s 2025 Corporate Governance Report, disclosed on the Company’s website at the following link: https://www.bvsc.com.vn/danhmuc/quan-he-nha-dau-tu/quan-tri-cong-ty/
BOD members, Supervisors, and BOM members are entitled to insurance benefits as per Clause 2 & 3, Article 10 Regulations on remuneration, operating expenses, and bonus schemes for BOD members, Supervisors, BOM members, Chief Accountant, Company’s Secretaries, and the Person in charge of Corporate Governance. Details are as follows:
| Category | Insurance Benefits |
|---|---|
| Social insurance, health insurance, and unemployment insurance | Pursuant to the provisions of the Law and the salary specified in the salary scale of the Company. |
| Comprehensive health insurance (HealthCare) | Following the Platinum program, which is the highest program of a comprehensive health insurance benefits package for BVSC’s staff with a maximum compensation of VND 5.25 billion/person, all costs are guaranteed for medical care on a global scale. |
| Life Insurance |
Life Insurance: “An Huong Dien Vien” plan; Premium: VND 48 million/person/annum. 2025: Additional “An Tam Hoach Dinh” life insurance policy provided under the life insurance scheme for key company executives, with a total insurance premium of VND 16.6 billion. |
| Insurance for cancer (K - Care) | Following the highest program with a maximum insurance rate of VND 1.17 billion/person. |
| Periodic health examinations |
Members of the Board of Directors, Head of the Supervisory Board, Board of Management: Getting periodic health examinations annually and paid according to the real occurrence at high-quality hospitals and medical facilities in Vietnam. Members of the Supervisory Board are entitled to periodic health examinations according to the periodic health examinations by year program for the Company’s staff. |
Currently, all members of the Board of Directors and Supervisors are leaders and specialists working full-time at other enterprises, so certain insurance items and annual regular health check-ups already provided under the policies of those enterprises are not implemented at BVSC.
For the position of full-time Chairman of the Board of Directors and the Board of Management of the Company: The company applies a lump-sum allowance for vehicles instead of the private car service, at the monthly rate of VND 10,000,000 to VND 15,000,000 per person.
In the event of inter-provincial business trips, members of the BOD, SB, and BOM are allocated cars based on the work plan or use taxi cards and/or ride-hailing platforms.
Mobile phone allocation: BOD’s members, Supervisors, and BOM members are equipped with mobile phones at a level of VND 15,000,000 to VND 30,000,000/person every two years.
Settlement of telecommunication charges: The full-time Chairman of the Board of Directors and the Board of Management will be provided with a fixed telecommunication allowance ranging from VND 4,000,000 to VND 5,000,000 per person. For individuals holding concurrent positions, telecommunications expenses shall be reimbursed based on actual invoices, subject to the spending limits specified in the Company’s regulations.
Domestic/International travel expense policies are applied in accordance with the Regulations on remuneration, operating expenses, and bonus schemes for BOD members, Supervisors, BOM members, Chief Accountant, Company’s Secretaries, and the Person in charge of Corporate Governance.
Specific conditions and limits vary by rank, including airfare, hotel accommodations, per diem allowances, and reimbursement based on supporting invoices and documents. Regarding overseas business travel limits, the Company’s standards are developed with reference to the Ministry of Finance’s regulations.
During the year, apart from standard transaction fee collections from members of the BOD, Supervisory Board, and BOM who maintain trading accounts at the Company, the Company did not enter into any other contracts or transactions with these individuals.
Regarding the signing and implementation of contracts/transactions with related parties of BOD members, Supervisors, and BOM members; and with companies where members of the BOD, Supervisors, and members of the BOM were founding members or enterprise managers within the most recent 3 years before the time of transaction: in 2025, these contracts and transactions all had a value of less than 10% of the Company’s Total Assets recorded in the most recent financial statements. Therefore, according to Clause 52.3 of the Company’s current Charter and Article 167 (Approval of contracts and transactions between the company and related parties) of the Law on Enterprises 2020, these transactions all fall under the decisionmaking authority of the Company’s BOD. The signing and implementation of these contracts/transactions were all carried out by the Company in strict adherence to the BOD’s approval; performed honestly, prudently, and for the best interests of the Company, without private self-interest or serving the interests of other organizations or individuals.
For details on these transactions, please refer to the Notes to the Financial Statements and Section 2, Subsection 4.1 of Part VII, the List of Related Parties and their Transactions with the Company in the 2025 Corporate Governance Report No. 03/2026/BVSC-HDQT dated January 28, 2026, which was disclosed on the Company’s website via the link: https://www.bvsc.com.vn/danhmuc/quan-he-nha-dau-tu/quan-tri-cong-ty/)
In 2025, BVSC consistently maintained a corporate governance system based on 4 pillars: Fairness – Responsibility – Accountability – Transparency. These are fundamental principles in corporate governance to ensure the harmony of interests among stakeholders, enhance the Company’s business efficiency, and strengthen investor confidence.
Accordingly, the Company always strictly and fully complies with regulations on corporate governance, with details as follows:
Organizational structure: A listed company adopting a corporate governance model comprising the General Meeting of Shareholders, the Board of Directors, the Supervisory Board, and the Board of Management; to strengthen corporate governance and risk management within the securities sector, BVSC has established specialized Internal Control and Risk Management departments reporting to the Management Team, and an Internal Audit function under the Board of Directors. Furthermore, to support the BOD in implementing corporate governance more effectively and preventing conflicts of interest, the BOD established three sub-committees: the Corporate Governance, Nomination and Remuneration Committee; the Risk Management & Asset-Liability Committee (ALCO); and the Audit Committee. Additionally, the BOD appointed Company Secretaries and a Person in charge of Corporate Governance. The Company also established a specialized Investor Relations (IR) Department to connect and maintain relationships between the Company and its shareholders, investors, and stakeholders.
The structure of the BOD ensures a balance between executive and non-executive members: BVSC maintains a ratio of 4/5 non-executive members (higher than the ratio stipulated in Clause 2, Article 276 of Decree No. 155/2020/ND-CP), including 01 independent member. The Chairman of the BOD does not concurrently hold the position of CEO. Members of the BOD do not concurrently serve on the Boards of more than five (05) other companies; this allows them to dedicate sufficient time and focus their efforts and expertise on the Company’s development;
The structure of the Supervisory Board consists of one (1) Head and two (2) Members. The Supervisors work on a full-time basis and do not concurrently hold management positions or other roles at BVSC;
BVSC strictly complies with the procedures for convening the General Meeting of Shareholders as prescribed by law, the Company’s Charter, and the Internal Regulations on Corporate Governance, ensuring a venue and appropriate time for shareholders to attend the 2025 AGM. The Board of Directors’ Report and the Supervisory Board’s Report presented at the General Meeting of Shareholders by BVSC strictly complied with the requirements specified in Article 280 and Article 290 of Decree No. 155/2020/ND-CP, providing detailed guidance on the implementation of the Law on Securities;
BVSC fully, accurately, and timely disclosed information regarding its business operations, financial position, and corporate governance; prepared and published the Annual Report incorporating a Sustainable Development Report to shareholders and the public in accordance with Circular No. 96/2020/TT-BTC and the Internal Information Disclosure Regulations. In addition to meeting bilingual disclosure requirements for periodic reports as prescribed by law, in 2025, BVSC actively enhanced its transparency by extending bilingual disclosures to the majority of its extraordinary information. Meanwhile, BVSC diversified its communication channels with shareholders and investors, including hotlines, emails, the Company’s fanpage, and Zalo OA. The Company also actively cooperates with media agencies and specialized economic, financial, and securities news outlets to broadly disseminate information to investors. The Company regularly issues quarterly Investor Relations Newsletters in both Vietnamese and English to provide shareholders with a comprehensive update on its business operations, BVS stock performance, and other key highlights. All inquiries and requests from shareholders and investors are responded to within a maximum of 48 hours.
Members of the BOD, the Supervisory Board, and the Board of Management exercised their rights and performed their duties in accordance with the Company’s Charter, internal regulations, and applicable laws. While performing their assigned duties, members of the BOD, the SB, and the BOM acted with honesty and due care; remained loyal to the interests of the Company and its shareholders; fully disclosed related interests; and refrained from abusing their positions or using the Company’s information, business know-how, opportunities, and other assets for personal gain or the interests of third parties.
The Company maintained a consistent cash dividend policy at a rate of 8% of par value, demonstrating its commitment to ensuring interests and sustainable value for shareholders. (Despite market volatilities, BVSC has maintained a stable cash dividend policy since 2018, at rates ranging from 8% to 10% of par value). The dividend payment was made in full compliance with the timeline and procedures prescribed by regulations applicable to listed companies (dividends must be fully paid within 06 months from the closing date of the 2025 AGM).
Transactions between the Company and insiders or related parties were conducted in full compliance with applicable laws and the Company’s Charter. These transactions were carried out with honesty and due care, aiming for the best interests of the Company and its shareholders while ensuring the rights of stakeholders. The Company did not provide any loans or guarantees to these individuals.
In parallel with its economic objectives, BVSC identifies environmental protection and social responsibility as key pillars of its sustainable development strategy. Accordingly, the Board of Directors provided strategic orientation and directed the Company to integrate environmental and social factors into its governance, while implementing specific action plans to enhance sustainability across the entire system progressively. In 2025, BVSC expanded its social security programs in both scale and scope of beneficiaries, with a strategic focus on sustainable support models. Specifically, the Company intensified its efforts in key areas: constructing houses in alignment with the Government’s ‘Eliminating Temporary and Dilapidated Housing’ program; building schools and essential infrastructure; providing long-term living subsidies to stabilize the lives of underprivileged households; and delivering prompt relief to floodaffected communities. The total budget for these programs exceeded VND 1 billion.
The Company maintained a consistent cash dividend policy at a rate of
8%of par value
In 2025, BVSC was honored with prestigious corporate governance awards from regulatory bodies and reputable organizations, including: Top 10 Listed Companies for Excellence in Corporate Governance for two consecutive years at the HNX Annual Member Conference, Top 10 Best Corporate Governance Companies – Mid-Cap Group at the 2025 Vietnam Listed Company Awards; Listed Company Meeting Information Disclosure Standards in the IR Awards 2025, co-organized by Vietstock, VAFE, and FILI Magazine; Top 100 Sustainable Enterprises in eight years: 2018-2025; Sustainability Certification – “Mediumhigh” Sustainability Level according to the Synesgy system (developed based on the CRIF ESG Score and regulations from ESMA - the European Securities and Markets Authority).