NATIONAL ECONOMICS UNIVERSITY
FACULTY BUSINESS MANAGEMENT FPT CORPORATION ASSIGNMENT Bùi Thị Tú Linh Hoàng Thị Quỳnh Trang Khúc Khải Hoàn Group 04 Nguyễn Thị X â u n Hoa Nguyễn Văn Thá i Lương Thị Trâm Anh Class DSU5A Major Corporate Gorvernance Inst u r ctor DAO THANH TUNG, Ph.D., - Hanoi, April 14, 2022 - TA T BLE L E OF F CO C NT N EN E TS T
I. Overview ............................................................................................................. 2
1. History of establishment and development of FPT Corporation ....................................... 2
2. Operating Sectors ............................................................................................................... 3
3. Operation Network ............................................................................................................. 5
4. Subsidiaries ........................................................................................................................ 6
5. Business Performance in the last 3 years ........................................................................... 6
II. Corporate Governance Policies ............................................................ 7
III. Corporate Governance Practise .......................................................... 9
1. Rights of Shareholders of FPT Company .......................................................................... 9
2. Board Structure and Board Practice ................................................................................. 10
3. Information Disclosure and Transparency ....................................................................... 14
4. Role of Stakeholders ........................................................................................................ 14
III. Lessons to be learned ........................................................................ 20
V. Recommendation to improve CG ........................................................ 22 1 I. OVERVIEW
1. History of establishment and development of FPT Corporation
• Take a look at the important milestones in the history of the formation and development
of the FPT Joint Stock Company.
September 13, 1988: FPT was established with the initial name of Food Processing Joint
Stock Company operating in the fields of drying technology, information technology, and automation technology.
October 27, 1990: Changed its name to Technology Investment and Development Company
with core business activities being information technology.
April 2002: Technology Development and Investment Company become a joint-stock company.
January 1, 2007: FPT established FPT Retail Company Limited with the model of a one-
member limited liability company.
March 13, 2007: Established FPT Advertising Joint Stock Company (FPT Promo JSC) and
the Asia Pacific Software Company located in Singapore. 2
2014: FPT acquired IT company RWE IT Slovakia (a member unit of European Energy Group, RWE).
September 12, 2017: FPT signed a cooperation agreement with investor Synnex Technology International Corporation.
In 2019: Reaching a total revenue of VND 27,717 billion, up 19.8%. 2. Operating Sectors
FPT has always affirmed its leading position in critical fields of the Corporation, including
Technology, Telecommunications, and Education. Catching up with the up-to-date trends of
technology and markets, FPT has built the Made-by-FPT world-class ecosystem of services,
products, solutions, and platforms, promoting the sustainable growth of organizations and
businesses and bringing different experiences to customers. • Technology Market Position 3 Services, Products, Solutions
- DX Consulting: End-to-End DX Consulting (from planning to execution); Digital
HR Consulting (setting up a digital culture and digital workforce); IT System
Consulting (information digitization, process)
- transformation, IT infrastructure development, and consolidation);
- Comprehensive cloud and artificial intelligence platform.
- DX solutions and services based on technologies: AI, RPA, IoT, Big Data, Cloud, ...
- Specialized solutions and services in Banking and Finance, Public Finance, Telecommunications,
- Healthcare, Transportation, Electricity, Water, and Gas, ...
- The most popular business Management Platform with more than 100 applications.
- The integration and conversion of technology systems;
- Solutions based on technology platforms: SAP, Oracle, Microsoft, ESRI. • Capability
FPT has been promoting the development of highly applicable technology products and
services based on new technologies such as Big Data, IoT, Cloud Computing, Enterprise Mobility, etc. Some outstanding solutions:
Big Data: FPT Data Management Platform (DMP), Fraud Detection, Personalized eCom, etc. Security: CyRadar
Cloud: FPT Public Cloud, Citus Cloud Suite, etc. 4 AI: FPT Drive, Home Security, etc. IoT: Rogo Alpha, Smart Transportation, ADAS, etc.
Mobility: FPT Play, eMobiz, etc. eCommerce: Sendo, etc. Smart solution: eHospital, eGovernment, etc.
FPT has strong relationships with
technology giants in the world to develop and offer high-tech products and services to
customers worldwide. FPT is now
a gold partner of Microsoft; Advanced Consulting Partner of Amazon Web Services (AWS); GE Predix Early Adopter, etc. • Action
- FPT attaches special importance to technology platforms and infrastructure systems.
- Digitalizing services, products, and solutions.
- Building strong relationships with partners.
- Developing synchronization solutions, and new business models, thereby
enhancing the customer experience and increasing the business efficiency and sales.
- Launching FPT Ventures, and FPT Accelerator to strongly support startups,
thereby building the technology ecosystem in which FPT plays a role as a bridge. 3. Operation Network
FPT is present in 45 countries around the world. With resources in Vietnam and around the
globe, FPT is providing services/solutions to customers in 45 countries and territories around 5
the world, including more than 100 Fortune 500 customers. In Vietnam, FPT has in all 63 out
of 63 provinces and cities. At the same time, it is a senior technology partner of leading
companies such as GE, Airbus, Siemens, Microsoft, Amazon Web Services, SAP ... 4. Subsidiaries
FPT provides overall IT solutions in three areas of Technology, Telecommunications, and
Education, and others with 08 subsidiaries and 05 associate companies:
5. Business Performance in the last 3 years
- Accordingly, in 2019, FPT revenue reached VND 27,717 billion, an increase of 19.4% over
the same period, exceeding 4% of the annual plan. Meanwhile, profit before tax reached
VND 4,665 billion, up 20.9% over the same period, exceeding 5% of the annual plan.
- In 2020, FPT revenue reached VND 29,830 billion, an increase of 7.6% compared to
revenue in 2019; profit before tax reached VND 5,261 billion, an increase of 12.8%
compared to 2019. Underlying profit per share reached VND 4,119, an increase of 12.3% over the same period in 2019. 6
- In 2021, FPT's revenue and profit before tax reached VND 35,657 billion and VND6,335
billion, respectively, up 19.5% and 20.4% over the same period. Underlying profit per share
reached VND4,346, an increase of 21.4% over the same period. Accordingly, the Group has
completed 103% of the revenue plan and 102% of the profit plan before tax for the whole year.
II. CORPORATE GOVERNANCE POLICIES
Currently, most businesses have their corporate governance regulations, and so does FPT Corporation.
1. Principles of corporate governance
a. The Company's operational objective is to become a new type of organization, rich and
strong, with creative labor efforts in science, engineering, and technology, satisfying
customers, and contributing to national prosperity. family, giving all its members the best
conditions to develop their talents and a life full of material and spiritual abundance.
b. Corporate governance principles include:
▪ Comply with applicable laws and regulations.
▪ Respect business ethics and be responsible for society.
▪ Ensure an effective governance structure.
▪ Protect the interests of shareholders.
▪ Fair treatment among shareholders.
▪ Ensure the role of interested parties related to the Company.
▪ Transparency in the Company's operations.
▪ The Board of Directors directs and supervises, and the Supervisory Board controls the Company effectively.
2. Policy on shareholders and general meeting
Rights and obligations of shareholders.
▪ The right to freely transfer shares that have been paid in full by the law, except for some
cases where a transfer is restricted according to the provisions of law and Company rules.
▪ Right to fair treatment. Each share of the same class is created for shareholders
possessing equal rights, obligations, and interests. In case the company has different types
of shares preference shares, rights and obligations attached to types of preferred shares 7
must be fully disclosed to shareholders and must be approved by the General Meeting of Shareholders.
▪ Right to be fully informed periodically and irregularly about the activity of the company.
▪ Rights and responsibilities to participate in the General Meeting of Shareholders and
perform the right to vote on resolutions of the General Meeting of Shareholders
▪ Priority right to buy new shares offered for sale in proportion to share ownership ratio in a company.
3. Policy on board members and board of directors
Rights and obligations of the Board of Directors
▪ Must fully comply with the responsibilities and obligations under the provisions of the
Enterprise Law and relevant legal documents, and at the same time be responsible to
shareholders for the company's operations.
▪ Being responsible for ensuring that the company's operations comply with the provisions
of the law, the Charter, and the company's internal regulations, treatin g all shareholders
equally, and respecting the interests of the company. interests of persons with interests related to the company.
▪ Developing regulations on the order and procedures for nominating, standing for election,
electing, dismissing, and removing members of the Board of Directors and the order and
procedures for organizing meetings of the Board of Directors.
▪ Developing regulations on the order and procedures for selection, appointment, and
dismissal of managers and processes and procedures for coordinating activities between
the Board of Directors, the Supervisory Board, and the General Director
▪ Being responsible for developing a mechanism for performance evaluation, reward, and
discipline for members of the Board of Directors, the General Director, and other managers
▪ Being responsible for reporting on the Board's activities at the General Meeting of
Shareholders following the law. Structure of the Board of Directors
4. Policy on members of the Supervisory Board and Supervisory Board
▪ Composition and requirements for members of the Control Board.
▪ Authority and responsibility of the Control Board,
▪ Appointment and dismissal of members of the Supervisory Board
▪ Remuneration for members of the Supervisory Board
5. Policy on reporting regime and information disclosure
▪ Obligation to disclose information
▪ Disclosure of information on corporate governance  CONCLUSION: • FPT Corporation mus
t access the standards of the corporate governance framework of
ASEAN, complying with all provisions of the law on corporate governance as well as corporate law.
• FPT has always achieved 5 main points:
- equal treatment of shareholders.
- ensuring all interests of shareholders.
- ensuring the rights and duties of related parties. 8
- disclosing information transparently.
- strengthening the responsibility of the Board of Directors to shareholders and stakeholders.
• Through the above, FPT has shown that the company's corporate governance policies are
relatively complete, advanced, and ensure the interests of shareholders and stakeholders.
• Thanks to the “Policy on reporting and disclosing information”, FPT has ensured the
transparency of information disclosure and transparency.
III. CORPORATE GOVERNANCE PRACTISE
1. Rights of Shareholders of FPT Company
FPT Corporation has established a framework to effectively the shareholders' rights
▪ The Group has fully paid dividends to shareholders under the dividend policy approved
by the 2021 General Meeting of Shareholders and approved by the General Meeting of
Shareholders that is publicly available on the Group's website. Specifically, as follows:
- Paying the remainder of 2020 dividends by cash to shareholders at the rate of 10%/par value on June 16, 2021
- Paying 2020 stock dividends to shareholders at the rate of 15%, closing on June 2, 2021.
- Advance dividend for the first period of 2021 by cash to shareholders at the rate of
10%/par value on September 1, 2021.
▪ On April 8, 2021, the Group's Annual General Meeting of Shareholders was successfully
held in both face-to-face and online meetings, in full compliance with current legal
regulations to ensure the rights and interests maximum interests of shareholders. Specifically, as follows:
- Notice of meeting invitation is sent to all shareholders with full information about time,
place, meeting agenda, and basic registration information to attend. Also, to ensure the
interests of shareholders participating in the conference the form of online, FPT has
applied AI technology to verify and identify shareholders completely automatically.
It only takes about 02 seconds for the system to carry out of online identification process
including automatic image recognition, analysis, extraction, and authentication of
information and send feedback to shareholders.
- All notices, documents of the General Meeting of Shareholders, power of attorney in two
languages Vietnamese and English are sent directly to shareholders via email or posted
publicly on the Group's website 20 days before the General Meeting of Shareholders
- Attending the General Meeting of Shareholders in 2021, shareholders exercise their rights
to vote in person or send votes to the meeting (remote voting) per regulations in the
process of order and procedures for convening and voting at the meeting and the
company's charter and relevant laws.
- At the General Meeting of Shareholders, the shareholders also directly asked 19 orders
questions for the Presiding Board delegation on the contents related to the Group's
activities and its member companies. The Chairman of the Board of Directors, the
General Director, and the members of the Presiding Board fully answered the opinions of shareholders at the event.
- The entire process of checking shareholder eligibility, monitoring the voting process, and
counting votes are attended by a third party, FPT Securities Joint Stock Company. 9
- Resolutions and Minutes of the General Meeting of Shareholders are posted on the
Group's website in both Vietnamese and English within 24 hours by regulations with full
information in the correct chronological order.
- On ensuring conflicts of interest are properly managed and protect the interests of the
Group and its shareholders. Articles 38 and 39 of the company's Charter stipulate that the
members of the Board of Directors have the responsibility for being careful, honest, and
avoiding conflicts of interest and for the ultimate interests of the shareholders and the Company.
- At the same time, members of the Board of Directors must exercise their rights, obligate,
and responsibilities following the provisions of the Enterprise Law, the company's
charter, the corporate governance regulation, and other internal regulations.
- Transactions related to the interests of members of the Board of Directors are specified in
detail in the company's charter and information is periodically published in the 6-monthly
and annual corporate governance reports and annual reports.
2. Board Structure and Board Practice
a. Board structure 10
- At present, FPT Securities Joint Stock Company is applying the organizational structure
of a joint-stock company. The governance model consists of the General Shareholder
Meeting, the Board of Directors, the Supervisory Board, the Executive Board, centers,
and professional divisions. Divisions are established and operated with specifically
defined functions and duties. The Company decentralizes decision-making powers to
every tier of administration as stipulated in the Corporate Regulations. The current
governance model and organizational structure have fulfilled corporate governance and
management requirements and facilitated the efficient management of the Board of
Directors and the Executive Board.
- Information on Members of the Board of Directors (BOD) 11
- Meetings of the Board of Directors: b. Board practice
- FPT's Board of Directors consists of 6 members, this is completely consistent with the
corporate governance regulations that the board has 3 to 11 members. In addition, FPT
also has 2 independent board members. , which is less than the corporate governance
charter The company has almost completely implemented the set rules.
- FPT has 1 committee under the board of directors, which is an internal audit committee
led by an independent administrator.
 The Internal Audit Committee thought that managers of FPT Securities Joint Stock
Company showed high responsibility in administration and actively carried out
approved plans; thus, business performances and profits were pretty good in 2021
concerning the domestic and international context being affected by the Covid-19 epidemic.
- FPT’s Board of Directors has established 03 sub-committees to assist the BOD in
implementing its responsibilities and supervisory duty.
 The Personnel and Remuneration Committee: It directs the building of policy
frameworks and human resources procedures for the Corporation and its subsidiaries.
It supports the BOD to choose, propose, appoint, dismiss, and evaluating the
performance of the members of the BOM, representatives, and other senior managers
of the Corporation and its subsidiaries.
 The Development Policy Committee: It is responsible for making development
proposals to the BOD, directing and monitoring issues related to the development
strategies of the Corporation and its subsidiaries. 12
 The Chairman’s Office: As a corporate secretary and a supporting function under
BOD, it is responsible for supporting the BOD and the Chairman to perform their tasks and duties.
- The Board of Management continued to direct the development and improvement of
utility products and services for customers, thus providing them with a convenient,
accurate, secure, fair, and transparent transaction system.
- Operating coordination between the Internal Audit Committee with the Board of
Directors and the Board of Management and other executive managers.
- In 2021, the Board of Management of FPT Securities Joint Stock Company strictly
carried out requirements of disclosing information to members of the Internal Audit Committee.
 Operation direction of FPT in 2022
• FPT has pledged to become a strategic partner for businesses worldwide. In the 2022 -
2024 period, FPT shall continue to pursue this orientation, with the core mission of
"Promoting rapid growth, developing new technology products, and providing digital
transformation services on a large scale", as mentioned by FPT Chairman Truong Gia
Binh in FPT’s 2021 Annual Report.
• To achieve this mission, Vietnam’s largest IT services provider plans to continue
projecting on a balanced basis in three core pillars: Business – Governance – Technology.
As Dr. Binh emphasized during the meeting, it is the firm’s strategy to provide
comprehensive solutions to meet global businesses and everyone’s most basic demands.
• With customers varying from large private enterprises, and SMEs to individuals, FPT
thrives on accommodating each group with unique services, combining different
technologies to enhance business management, administration, and most importantly,
customer services at every touchpoint. This highlights the firm’s growth strategy based on
data-driven operations, a customer-centric motto, and breakthrough technology solutions. 13