Corporate governance
See more:
Report of the Supervisory Board
The Supervisory Board of FPT, elected for the 2022-2027 term, performs its duties in accordance with applicable laws and the Company’s Charter. Its key responsibilities include:
- Overseeing compliance with and implementation of the Company’s Charter;
- Monitoring the implementation of the 2025 AGM Resolution to safeguard shareholders’ rights and interests;
- Coordinating with the independent auditor to ensure transparency in the Corporation’s financial activities;
- Overseeing the performance of the BOD and the BOM, and monitoring the transparency and legal compliance of their members;
- Conducting ad hoc inspections and reviews of matters within the Supervisory Board’s authority.
Composition and Structure of the Supervisory Board
In 2025, there were no changes in the composition or number of members of the Supervisory Board for the 2022-2027 term.
The Supervisory Board members and meeting attendance rate
| No. | Members | Own. rate | Date of appointment | Att. rate |
|---|---|---|---|---|
| 1 | Mr. Nguyen Viet Thang, Head of the Supervisory Board | 0.01% | April 7, 2022 Being re-elected | 100% |
| 2 | Mr. Nguyen Khai Hoan, Member of the Supervisory Board | 0.08% | April 7, 2022 Being re-elected | 100% |
| 3 | Ms. Duong Thuy Duong, Member of the Supervisory Board | 0.00% | April 7, 2022 | 100% |
Compliance monitoring activities
Monitoring the implementation of the AGM’s resolution
In 2025, the Corporation recorded positive business growth despite ongoing uncertainties in both domestic and global markets. Consolidated revenue reached 70,113 VND billion, up 11.6% compared to 2024 and equivalent to 93% of the annual plan. Profit before tax amounted to 13,044 billion VND, an increase of 17.8% year-on-year, fulfilling 97% of the plan approved at the 2025 AGM.
The Supervisory Board highly appreciates the BOM’s efforts in closely adhering to the objectives and directions set out in the 2025 AGM Resolution, as well as its proactive and coordinated implementation of management measures to sustain growth and control risks. The BOM conducted comprehensive reviews to assess both objective and subjective factors affecting the execution of the business plan, while identifying appropriate adjustments for the subsequent period.
In 2025, both the global and Vietnamese economies continued to face significant volatility. The impact of U.S. tariff policies affected overall growth across various industries, including the Corporation’s services segment. In this context, flexible, responsive, and decisive management helped mitigate adverse effects, enabling the Corporation to maintain stable operations and achieve positive business results.
The Corporation also fully implemented dividend payments in cash and shares under the 2025 AGM Resolution. The Supervisory Board closely monitored the process to ensure compliance, accuracy, and transparency, thereby safeguarding the legitimate rights and interests of shareholders.
Supervisory activities of the Supervisory Board over the BOD, the BOM and shareholders
The Supervisory Board assured that its members attended 100% of BOD meetings and provided necessary opinions in accordance with its authority, both within and outside the meeting framework. Prior to each meeting, the Supervisory Board proactively convened to review and carefully assess proposals, submissions, and draft resolutions presented by the BOM to the BOD, ensuring their appropriateness, regulatory compliance, and effectiveness in governance and management.
The Supervisory Board exercised its supervisory authority over the following matters:
- The implementation of the employee share issuance policy for individuals with outstanding contributions in 2024, under the 2025 AGM Resolution;
- The advance payment of remuneration to members of the BOD and the Supervisory Board in 2025, in compliance with applicable regulations and the budget approved at the 2025 AGM.
Regarding the supervision of transparency, conflicts of interest, and complaints concerning members of the BOD and the BOM in 2025:
- The Supervisory Board did not receive any complaints regarding violations by members of the BOD, the BOM, or the Supervisory Board;
- Upon review, inspection, and assessment, the Supervisory Board did not identify any signs of violations by members of the BOD or the BOM.
Coordination between the Supervisory Board and the BOD, the BOM, and other management personnel
The Supervisory Board acknowledged that information on business strategy, business plans, and the implementation of the Company’s business plan was regularly and transparently updated by the BOM. The BOM consistently provided relevant documents and information in advance of BOD meetings.
The BOM also designated representatives to attend group-level strategic meetings. The Supervisory Board noted the openness and transparency of the financial information provided by the BOM, as well as the close coordination with the BOD and the BOM in carrying out professional activities.
The Supervisory Board proactively and regularly exchanged views with the BOM on matters arising during the year, particularly in relation to issues and recommendations highlighted in the independent auditor’s report on the disclosed financial activities.
The Supervisory Board also maintained close and regular coordination with the Compliance Monitoring function.
Compliance Supervision
The Supervisory Board did not identify any unusual signs or violations of State regulations or the Corporation’s internal regulations in the performance of duties and management activities of members of the BOD, members of the BOM, or other management personnel that could adversely affect shareholders’ interests or give rise to potential risks.
The Supervisory Board will continue to strengthen coordination and implement specific and detailed action plans to further enhance the effectiveness and rigor of financial control and oversight.
Summary of Remuneration and Operating Expenses of the Supervisory Board
Interim remuneration and operating expenses of the Supervisory Board in 2025: An amount of 1,456,000,000 VND was paid on an interim basis as remuneration to Supervisory Board members, within the total operating budget approved by the 2025 AGMS.
Details of remuneration of the Supervisory Board in 2025
| No. | Item | 2025 Budget | Paid |
|---|---|---|---|
| 1 | Outsourcing consultancy services | 100,000,000 | 0 |
| 2 | Remuneration | 1,456,000,000 | 1,456,000,000 |
| 3 | Travel and business expenses | 75,000,000 | 0 |
| Total | 1,631,000,000 | 1,456,000,000 |
Unit: VND
Report on Supervision of Related Party Transactions
Pursuant to Article 290, Clause 4 of Decree No. 155/2020/ND-CP on the supervision of transactions between the Company and related parties, the Supervisory Board did not identify any invalid transactions in 2025 between the Company and entities in which related persons of the following subjects have interests: members of the Board of Directors, members of the Supervisory Board, and the Chief Executive Officer.
The Supervisory Board also conducted supervision and inspections and did not identify any other transactions in 2025 that could result in material or non-material benefits for the above-mentioned related persons.
Activity plan of the Supervisory Board for 2026
- To supervise compliance with the resolutions adopted by the 2026 AGM. The Supervisory Board considers this a core task to ensure optimal protection of the legitimate rights and interests of the Company’s shareholders;
- To continue close coordination with the independent auditor, including reviewing the auditor’s assessment reports and supervising the implementation of issues and recommendations raised in the notes to the financial statements and audit management letters (if any);
- To supervise and review the issuance and implementation of financial regulations, operational regulations, and internal policies promulgated by the BOD and the BOM during the year that may affect shareholders’ interests; to ensure legal compliance and assess the impact of such regulations on shareholders’ rights and benefits;
- To strengthen coordination between the Supervisory Board and the Compliance Supervision Unit (under the BOD), and to develop joint action plans for timely assessment and handling of arising matters, as well as supervision of remediation during and after inspections and examinations;
- To supervise compliance, transparency, and potential material and non-material conflicts of interest of members of the BOD and the BOM in relation to their personal financial activities.
