Corporate governance
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Corporate governance in 2025
Corporate governance continues to be a key strength of FPT, playing a pivotal role in enhancing investor confidence, improving market valuation, and reinforcing long-term sustainable growth. FPT not only fully complies with legal regulations related to corporate governance and listed companies but also demonstrates a firm commitment to continuously enhancing quality of governance in alignment with international best practices, particularly as global benchmarks increasingly require higher levels of transparency, accountability, and governance effectiveness.
At the Listed Companies Conference and the VLCA 2025 Awards Ceremony, FPT was honored among the Top 8 large-cap companies for corporate governance in Vietnam, reflecting clear progress in board composition and independence, risk control, and transparency information disclosure. In addition, FPT received a commemorative medal in recognition of its positive contributions to the Ho Chi Minh Stock Exchange (HoSE) and the Vietnamese stock market, further affirming its pioneering role in raising corporate governance standards in Vietnam.
In addition, under the ASEAN Corporate Governance Scorecard, FPT also ranked among the Top 5 Vietnamese companies for corporate governance.
The market also highly regards FPT’s investor relations activities. This demonstrates FPT’s consistent transparency in information disclosure, proactive investor engagement, and disciplined strategic governance. These factors help maintain appropriate market valuation and attractiveness to investors.
In parallel with the implementation of corporate governance practices, FPT continues to promote the application of advanced technologies in data governance and internal management to ensure transparency, operational efficiency, and stakeholder interest protection.
These achievements not only strengthen FPT’s position domestically but also enhance the reputation of Vietnamese enterprises on the regional and international corporate governance landscape, a notable highlight as international investors increasingly regard governance quality as a critical factor in long-term investment decisions and capital allocation.
Responsibilities of the Board of Directors
In 2025, the Board of Directors (BOD) of FPT operated proactively and fully complied with regulations governing the activities and responsibilities of the BOD, thereby ensuring the interests of shareholders.
Principle 01: Establish the roles, responsibilities, and commitments of the BOD
- The operational structure, roles, responsibilities, and remuneration of the Board members are specified in the Corporate Charter and the Corporate Governance Regulations and are publicly announced in the Annual Report and on the Corporation’s official website.
- The BOD reviews and approves the strategic orientations, annual business plans, investments excluded from yearly business plans, and budgets that exceed 10% of the annual business budgets.
- The BOD has been effectively fulfilling its supervisory roles in monitoring the effectiveness of corporate governance activities and compliance with the applicable legislation. Those roles are demonstrated in the BOD’s Evaluation of Business Performance and the BOD’s Evaluation of the BOM’s Performance, herein the Annual Report.
- The BOD has delegated responsibilities to the Internal Audit Department to conduct examinations, assessments, and ongoing monitoring of sustainable management issues. They are responsible for reporting findings and recommending implementation plans to the BOD to ensure effective risk management and capitalize on opportunities pertaining to sustainable development.
- The BOD has also supervised and promoted high standards of business ethics, behavioral culture, and the integrity of financial statements.
- The attendance rate of BOD members at quarterly meetings or through written resolutions by circulation reached nearly 100%. FPT provided all meeting materials to BOD members at least seven days prior to each meeting. In 2025, the BOD convened 07 meetings, including 04 in-person meetings and 03 written resolutions by circulation, in compliance with the requirement of at least one meeting per quarter. 08 resolutions were issued.
- Members of the BOD are responsible for attending meetings throughout the year, ensuring participation in at least one meeting per quarter, and providing clear opinions on each issue under discussion. In case of absence, BOD members must notify the Office of the Chairman of the BOD in writing.
- Regarding succession planning, the BOD continues to implement and closely follow the leadership planning and rotation program with the objective of building a strong leadership team at all levels. FPT’s leaders are rotated among the Corporation’s business sectors to provide diverse experience, enhance management capabilities, and supplement the Board of Management of the Corporation and its subsidiaries with younger executives.
Principle 02: Establish a competent and professional Board of Directors
The BOD of FPT for the 2022-2027 term comprises seven members, ensuring diversity in professional experience as well as an appropriate number of independent and non-executive directors, thereby maintaining objectivity, professionalism and effectiveness for the Corporation’s sustainable development and the best interests of shareholders and stakeholders. BOD members possess expertise or professional knowledge in finance, risk management, IT, legal affairs, business administration, international experience and the business environment. Among them, one member with many years of experience in finance is Jean-Charles Belliol; five members have extensive experience in IT; and one member has in-depth expertise in investment and corporate governance. In 2025, the BOD maintained seven members, unchanged since the beginning of the 2022-2027 term.
Regarding corporate governance training, as of December 31, 2025, two officers who are members of the BOD and the Supervisory Board held certificates in corporate governance training, namely Mr. Do Cao Bao, Member of the BOD, and Mr. Nguyen Viet Thang, Head of the Supervisory Board. On August 22, 2025, Ms. Pham Ngoc Anh, Chief of Office of FPT, completed the course “Advanced Corporate Secretary Practices for Public Companies in the Context of Upgrading the Vietnamese Stock Market,” certified by the State Securities Commission of Vietnam.
Currently, the remaining members of the Board of Directors, the Supervisory Board and the Board of Management continue to update their knowledge and comply with legal regulations on corporate governance. In the coming period, these members will allocate time to participate in corporate governance training courses.
with extensive
experience in the IT field
extensive experience in the financial field
Principle 03: Ensure effective leadership and independence of the Board of Directors
The BOD of FPT currently has three independent members, accounting for nearly half of the total number of BOD members. The independent members are Mr. Jean-Charles Belliol, Mr. Hiroshi Yokotsuka and Mr. Hampapur Rangadore Binod. FPT’s independent BOD members possess the required qualifications and professional experience and meet the criteria of the International Finance Corporation (IFC) regarding the definition of an “Independent Board member contributing to more objective decision-making, particularly in situations involving conflicts of interest.”
The independent BOD members have actively contributed opinions on the Corporation’s development strategy and operations, and have proactively exchanged views on business targets, development orientations in each business sector, and proposing appropriate solutions. With their diverse knowledge and professional experience, the independent BOD members also play an important role in FPT’s corporate governance activities.
Mr. Jean-Charles Belliol: With extensive experience in finance, at BOD meetings of the Corporation, he has provided comprehensive views on financial and investment activities as well as certain business targets and strategic orientations for 2025 and the 2025-2027 period of the Corporation and its subsidiaries.
Mr. Hampapur Rangadore Binod: With extensive experience in developing high-quality human resources, expertand training and international-scaleinternationally recognized IT managementexperts and managers, he has contributed numerous ideas to the Corporation’s key human resources policies. In addition, he plays an important role in providing advisory support for the Corporation’s leadership capability development programs of the Corporation, as well as initiatives aimed at enhancing employees’the experience and competencies of employees.
Mr. Hiroshi Yokotsuka: His advice on the economic situation and corporate orientations in Japan has significantly supported FPT’s business strategy and growth in the Japanese market. He has also provided valuable input on the Corporation’s investment activities and development opportunities in Japan.
Since 2013, FPT has separated the roles of the Chairman of the BOD and the Chief Executive Officer, demonstrating independence and a clear division of responsibilities between the BOD and the Board of Management, thereby ensuring proper delegation in decision-making and enhancing the independence of the Board’s operations.
Principle 04: Establish committees under the Board of Directors
List of committees under the Board of Directors
| No. | Committees | Name | Position |
|---|---|---|---|
| 1 | The Personnel and Remuneration Committee | Mr. Do Cao Bao | Chairman |
| 2 | The Development Policy Committee | Mr. Truong Gia Binh | Chairman |
| 3 | The Chairman’s Office | Ms. Pham Ngoc Anh | Chief of Office |
- The Personnel and Remuneration Committee: The principal duty of the Committee is to handle policies regarding remuneration and personnel procedures for the Corporation and its subsidiaries. It assists the BOD in selecting, nominating, appointing, dismissing, and evaluating the performance of members of the BOD, the BOM, representatives, and other senior executives of the Corporation and its subsidiaries.
- The Development Policy Committee: The Committee is responsible for making development proposals reporting to the BOD, and monitoring issues regarding the development strategies of the Corporation and its subsidiaries.
- The Chairman’s Office: Serving as the corporate secretariat and as a supporting unit under the BOD, it is responsible for assisting the BOD and the Chairman in carrying out their roles.
In addition, the Internal Audit function under the Board of Directors was established in 2022. Its primary responsibility is to examine and assess the adequacy and effectiveness of governance, risk management and internal control systems. It also evaluates the quality of performance in carrying out assigned responsibilities and provides recommendations for improvement to support the achievement of the Corporation’s objectives.
Principle 05: Ensure effective operation of the BOD
Each year, the Board of Directors conducts a self-assessment of its performance and that of its committees. This enables members to better understand their roles and responsibilities and thereby operate more effectively
The remuneration of the Board of Directors, the Supervisory Board, the Board of Management and other managerial positions is publicly disclosed and presented in the Corporation’s Financial Statements as a separate item, in full compliance with the 2025 Annual General Meeting of Shareholders’ Resolution.
Remuneration of each member of the Board of Directors in 2025
| BOD member | Title | Remuneration |
|---|---|---|
| Mr. Truong Gia Binh | Chairman | 0 |
| Mr. Bui Quang Ngoc | Vice Chairman | 0 |
| Mr. Do Cao Bao | Board member | 0 |
| Mr. Jean-Charles Belliol | Board member | 960,000,000 |
| Mr. Hiroshi Yokotsuka | Board member | 2,613,975,000 |
| Mr. Hampapur Rangadore Binod | Board member | 2,613,975,000 |
| Ms. Tran Thi Hong Linh | Board member | 360,000,000 |
(Unit: VND)
Principle 06: Establish and maintain the corporate culture and ethics
FPT has issued Decision No. 145/QĐ-FPT on the implementation of the principles and methods of democratic centralism in leadership, applicable to all levels of leadership and management; the Code of Conduct; the Code of Professional Ethics; the Internal Labor Regulations; and the Regulations on Spokesperson and Information Sharing on Media Platforms. These documents aim to establish standards for professional conduct, ethics and corporate culture, while clearly defining acceptable and unacceptable practices within the Corporation. In 2021, the Annual General Meeting of Shareholders also approved the Internal Regulations on Corporate Governance and the Regulations on the Operation of the Board of Directors, which clearly set out ethical standards and requirements for disclosure and reporting of interests of BOD members.
These rules and regulations are disseminated through training programs to all leaders, managers and employees to enhance awareness and ensure compliance.
Control environment
Principle 07: Establish a robust risk management framework and control environment
The BOD establishes the criteria for selecting the independent auditing firm, evaluates the performance of the independent auditor, and monitors the implementation of recommendations made by the independent auditor. As authorized by the AGM, the BOD appointed PwC (Vietnam) Limited to audit the fiscal year 2025. In addition, the non-audit service fees amounted to 2,500,000,000 VND and the audit fees amounted to 7,108,000,000 VND, bringing the total fees paid to 9,608,000,000 VND.
Each year, the Board of Directors approves the strategy and supervises the Board of Management in effectively implementing the established objectives. To minimize risks, FPT has organized its risk management structure at both the Corporation and subsidiary levels, with clear delegation, authorization and coordination to form a unified and consistent system across the Corporation.
The Internal Audit function under the Board of Directors was established in 2022 with the role of providing objective assurance and independent advisory services to enhance value and improve the Corporation’s operations.
Disclosure and transparency
FPT fully, accurately and timely complies with regulations on information disclosure applicable to listed companies. At the same time, all stakeholders are able to access FPT’s disclosed information promptly and comprehensively on the Corporation’s website.
Principle 08: Enhance the information disclosure activities of the Corporation
FPT is committed to maintaining transparency and fairness in information disclosure to shareholders and other stakeholders. In 2025, the Corporation recorded no violations of information disclosure regulations.
The Corporation has an Investor Relations (IR) function and an Information Disclosure function responsible for providing shareholders with full, accurate and timely updates and for maintaining records in compliance with legal requirements. Over the years, FPT has consistently been ranked among the Top 50 Best Listed Companies in Vietnam, the Top 50 Most Reputable and Effective Public Companies (VIX50), and the Top 3 Large-cap companies with IR activities most favored by investors and highly rated by financial institutions.
100% of disclosed information is updated accurately and in full compliance with applicable regulations on information disclosure for listed companies on the Corporation’s website and other relevant channels in both Vietnamese and English. Material and relevant information regarding the Corporation’s business activities is disclosed in a timely manner through various channels, including the website, mass media, periodic meetings with investors, journalists and other stakeholders.
At all meetings and engagements, including the Annual General Meeting of Shareholders, investors are entitled to proactively raise questions relating to the Corporation’s operations and receive direct responses at the event. The minutes and resolutions of the Annual General Meeting of Shareholders are also fully and publicly posted on the Corporation’s website, enabling shareholders and investors to access information proactively.
Information on the Corporation’s ownership structure and operating model, data on major shareholders, internal shareholders, members of the Board of Directors and the Board of Management, and related-party transactions is publicly disclosed and updated in the Annual Report and on the Corporation’s website.
Information on environmental and social impacts, as well as FPT’s corporate social responsibility activities, is publicly disclosed and updated in the Corporation’s Annual Report.
Rights of shareholders
FPT consistently strives to act in the best interests of shareholders and investors, including safeguarding their financial rights, ensuring access to information, and enabling their participation in certain significant decisions of the Corporation.
Principle 09: Establish a framework for the effective exercise of shareholder’s rights
FPT fully paid dividends to shareholders under the dividend policy approved by the 2025 Annual General Meeting of Shareholders and publicly disclosed on the Corporation’s website, as follows:
- Payment of the remaining 2024 cash dividend to shareholders at a rate of 10% of par value on June 20, 2025;
- Payment of the 2024 stock dividend to shareholders at a rate of 15%, with the record date on July 22, 2025;
- First interim 2025 cash dividend payment to shareholders at a rate of 10% of par value on December 12, 2025.
The Annual General Meeting of Shareholders took place successfully on April 15, 2025, in both in-person and virtual formats, fully complying with applicable laws and regulations and ensuring the maximum rights and interests of shareholders, as detailed below:
- The notice of invitation was sent to shareholders with complete information on the time, venue, meeting agenda and basic instructions for registration. To safeguard the rights of shareholders attending the meeting virtually, FPT applied AI technology to fully automate shareholder authentication and identification. Shareholders were authenticated through three steps: information verification (shareholder type; photo/scan of identification documents with photo (ID card/Citizen ID/Enterprise Registration Certificate); personal information (email; phone number); facial recognition; and email verification. The system completed the online identification process within approximately two seconds, including automatic image recognition, analysis, data extraction, information verification and feedback to shareholders;
- All notices, AGM materials and proxy forms in both Vietnamese and English were sent directly to shareholders via email or publicly posted on the Corporation’s website at least 20 days prior to the AGM;
- Shareholders exercised their voting rights either in person or by submitting ballots to the meeting (remote voting) in accordance with the Procedures for Convening and Voting at the General Meeting, the Company Charter and relevant laws and regulations;
- Shareholders directly raised questions to the Presidium regarding matters related to the operations of the Corporation and its subsidiaries. The Chairman of the Board of Directors, the Chief Executive Officer and members of the Presidium provided full responses to shareholders’ inquiries at the AGM;
- The entire process of verifying shareholder eligibility, supervising voting and counting votes was conducted by the Vote Counting Committee with the application of technology to ensure transparency and accuracy;
- The AGM Resolution and Minutes were posted on the Corporation’s website in both Vietnamese and English within 24 hours in compliance with regulations, providing complete information in chronological order and accurately recording shareholders’ opinions, the number of votes and voting ratios for each agenda item.
With respect to ensuring that conflicts of interest are properly managed and the interests of the Corporation and its shareholders are protected, Articles 38 and 39 of the Company Charter clearly stipulate that members of the Board of Directors must exercise due care and integrity, avoid conflicts of interest, and act in the best interests of shareholders and the Corporation. Board members are also required to perform their rights, obligations and responsibilities in accordance with the Law on Enterprises, the Company Charter, the Corporate Governance Regulations and other internal regulations.
Transactions related to the interests of members of the Board of Directors are specifically governed in the Company Charter and are periodically disclosed in the semi-annual and annual Corporate Governance Reports, as well as in the Annual Report.
Relationship with stakeholders
Principle 10: Enhancing effective stakeholder engagement
In parallel with ensuring stable growth amid complex geopolitical developments and an economic slowdown, the Corporation’s business activities are conducted on the principle of safeguarding the best interests of stakeholders. To enable stakeholders to voice concerns and/or lodge complaints regarding any potential violations of their rights and interests, FPT publicly discloses contact information by functional area on the Corporation’s website at: https://fpt.com/en/contact.
| Stakeholders | FPT's commitment |
|---|---|
| Customers | Invest in the development of technology, telecommunications, and education platforms, solutions, products, and services to meet customer needs; Continuously enhance brand reputation and the quality of human resources to strengthen credibility with customers. |
| Shareholders, investors | Promote transparency and endeavor to bring the highest benefits to shareholders and investors. |
| Employees | Create opportunities for each employee to demonstrate their skills and achieve success. |
| Community | Leverage technology to connect society, bringing better values to life and becoming a reliable fulcrum for community development. |
| Government, ministries, and public agencies | Always accompany major national programs and projects, aiming for a mighty nation. |
| Partners, suppliers | Endeavor to establish professional relationships with partners based on intensive insights, maximizing the strength of cooperation, long-term partnerships, mutual success, and sustainable development. |
| Press and media agencies | Provide timely and transparent information on the activities of FPT and its subsidiaries. |
The BOD also issued a resolution to manage transactions valued at less than 35% of the Corporation’s assets recorded in the latest financial statements. In 2025, FPT did not detect any transactions that conflicted with the Corporation’s interests. Anti-corruption and anti-bribery policies were also strictly followed up.
