ANNUAL REPORT 2025 BVSC
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CORPORATE GOVERNANCE

Transparent Foundations

Sustainable Growth

ORGANIZATIONAL STRUCTURE

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

KEY PERSONNEL

*** 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 Hong Tuan: Chairman of the Board of Directors, representing the management and holding 35% of BVSC’s charter capital.
  • Mr. Nhu Dinh Hoa: BOD’s executive member, manages and holds 15.108% of Charter Capital (of which, representatively manages 15% investment capital of Bao Viet Holdings at BVSC and holds 0.108% personal shares).
  • Mr. Nguyen Quang Hung: BOD’s non-executive member, owning 0% shares.
  • Mr. Lai Van Hai: BOD’s non-executive member, owning 0% shares.
  • Mr. Bui Quang Vu: BOD’s independent member, owning 0% shares.

*** Changes in the Supervisory Board in 2025: None.

Composition of the SB and ownership ratio of Charter Capital as of November 14, 2025

  • Mr. Nguyen Xuan Hoa: Head of the SB, representatively manages and holds 9.92% of BVSC’s charter capital.
  • Mr. Hoang Giang Binh: Supervisor, owns 0% of BVSC’s charter capital.
  • Ms. Nguyen Thi Thanh Van: Supervisor, owns 0% of BVSC’s charter capital.

*** Changes in Board of Management in 2025: None.

Composition of the BOM and ownership ratio of Charter Capital as of November 14, 2025.

  • Mr. Nhu Dinh Hoa: BOD’s executive member cum CEO, representatively manages and holds 15.108% of Charter Capital (of which, representatively manages 15% investment capital of Bao Viet Holdings at BVSC and holds 0.108% personal shares).
  • Ms. Nguyen Thi Thanh Thuy: Deputy CEO – holds 0.006% of Charter Capital.

INFORMATION FOR SHAREHOLDERS

BVS STOCK INFORMATION AS AT DECEMBER 31, 2025

ASSESSMENT OF INVESTOR RELATIONS (IR) ACTIVITIES IN 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.

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BOARD OF DIRECTORS

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”.

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:

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COMPANY SECRETARIAT

To assist the BOD, the BOD has appointed the Company Secretariat, including the following personnel:

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THE PERSON IN CHARGE OF CORPORATE GOVERNANCE

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.

COMMITTEES UNDER THE BOARD OF DIRECTORS

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:

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TRAINING ON CORPORATE GOVERNANCE

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.

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OPERATIONS OF THE BOARD OF DIRECTORS IN 2025

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:

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OPERATIONS OF COMMITTEES UNDER THE BOARD OF DIRECTORS

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:

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INDEPENDENT BOD MEMBER’S ASSESSMENT OF BOD’S PERFORMANCE IN 2025

In compliance with regulations, the Independent Member of the Board of Directors submitted the 2025 Board Evaluation Report, with the following details:

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SUPERVISORY BOARD

MEMBERS AND STRUCTURE OF THE SUPERVISORY BOARD

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.

MEMBERS AND STRUCTURE OF THE SUPERVISORY BOARD

The Supervisory Board’s composition comprises 03 members as follows:

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OPERATIONS OF THE SUPERVISORY BOARD IN 2025

Supervisory Board’s meetings

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:

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PERFORMANCE OF THE SUPERVISORY BOARD

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:

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TRANSACTIONS, REMUNERATION, AND BENEFITS OF THE BOARD OF DIRECTORS, THE SUPERVISORY BOARD, AND THE BOARD OF MANAGEMENT

SALARIES, BONUSES, AND REMUNERATION OF THE BOD, BOM, AND SB

Principles of paying salary, bonus, and remuneration
For the Board of Directors and the Supervisory Board

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.

For the Board of Management

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.

INTERNAL AUDIT

THE THREE
LINES MODEL

INTERNAL AUDIT
PROCESS

INTERNAL AUDIT
ACTIVITIES IN 2025

INTERNAL AUDIT
PLAN FOR 2026

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.

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  • Step I: Audit planning
  • Step II: Audit execution
  • Step III: Audit reporting
  • Step IV: Audit follow-up
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In 2025, the Internal Audit Department coordinated with the Internal Control Department to conduct periodic audits for several key activities and operations in the Company’s business activities. This synergy enhances resource efficiency and prevents overlaps in the content and scope of work between internal audit and internal control departments, thereby saving time and resources for the company’s functional departments. It also creates favorable conditions for the exchange and sharing of knowledge, experience, and skills between the two departments.

Under 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.

RISK MANAGEMENT

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.

IMPLEMENTATION OF REGULATIONS ON CORPORATE GOVERNANCE

GENERAL EVALUATION OF CORPORATE GOVERNANCE IMPLEMENTATION IN 2025 AT BVSC

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.

AREAS FOR FURTHER IMPROVEMENT IN CORPORATE GOVERNANCE AT BVSC

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.