Fpt corporation assignment history of establishment and development of fpt corporation

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

NATIONAL ECONOMICS UNIVERSITY FACULTY BUSINESS MANAGEMENT

FPT CORPORATION ASSIGNMENT

Group 04

Bùi Th Tú Linh ịHoàng Th Qu nh Trang ị ỳKhúc Khải HoànNguyễn Th ị Xuân Hoa Nguyễn Văn TháiLương Thị Trâm Anh

Ins uct tr or DAO THANH TUNG, Ph.D.,

- Hanoi, April 14, 2022 -

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TA

TAB BLE B LE O LE O OF F F CO CO CONT NT NTEN EN ENTS TS TS

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

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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 member limited liability company

one-March 13, 2007: Established FPT Advertising Joint Stock Company (FPT Promo JSC) and the Asia Pacific Software Company located in Singapore

• Technology

Market Position

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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

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

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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 Subsidia ies r

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

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- 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

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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, treating 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 must 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

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- 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 theprocess 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

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- 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

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- 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)