Vingroup Management and Governance Structure 2019

The Vingroup management and governance system follows standard international practices for publicly listed companies and includes a General Meeting of Shareholders, a Board of Directors, a Supervisory Board, a Chief Executive Officer, along with functional units and representatives of the Parent Company in the Group’s subsidiaries (the independent profit-and-loss centers, or “P&Ls”). Vingroup’s management and governance structure is used for both the Parent Company – Vingroup JSC – and the P&Ls.

Components of the Vingroup Management Structure

The General Meeting of Shareholders (“GMS”) has the highest level of authority within Vingroup and includes all shareholders with voting rights. The GMS determines key governance structures and has power to appoint members of the Board of Directors and Supervisory Board.

The Board of Directors (“BOD”) is the Group’s management body, elected by the General Meeting of Shareholders and entrusted with the authority to make business decisions for the Group, and exercise rights and responsibilities that do not fall within the jurisdiction of the General Meeting of Shareholders. The Board consists of nine members, with three independent directors. This structure ensures transparency and is in line with prevailing Vietnamese legislation and international standards.

The Board of Directors does not have special committees because the functions of supervision and risk management are already assigned to dedicated Divisions in the Corporate Office. These Divisions supervise the operations of the business units and are empowered to take control of operational units as needed.

The Board establishes standards for investment, divestiture, large corporate borrowings, and the issuance of stocks and bonds. Management is authorized to make decisions on those matters and transactions whose value fall below the Board approval thresholds as prescribed in the Charter of Vingroup JSC and can exercise rights and responsibilities that do not fall within the jurisdiction of the Board.

The Supervisory Board is elected by the General Meeting of Shareholders and operates independently from the Board and Management.

The Management includes the CEO and Deputy CEOs who are appointed by the Board of Directors.

The Management is responsible for overseeing the Group’s business operations by managing and supervising the heads of Divisions in the corporate office and the senior executives at each P&L. The CEO is the legal representative of the Group and has the highest authority in managing the daily operations of the Group.

The Corporate Office is the body charged with supporting the Board of Directors, the CEO, and the Management of the Company in formulating the Group’s business strategies and directions.

The Corporate Office also carries out such functions as governance, brand-building, corporate advertising, capital allocation, fund raising, mergers and acquisitions, investments – all aimed at maximizing benefits for shareholders. Other corporate management functions assigned to the Corporate Office include internal auditing, setting information technology management policies, and project management. During 2019, the responsibilities, roles, and objectives of Divisions within the Corporate Office have been recalibrated to reduce overlap with the P&Ls and duplication of effort, and to ensure effective supervision of business units.