Corporate governance | Annual Report HDBank 2024

Notable Corporate Governance Achievements in 2024

Honored to be named among the Top 10 “Companies with Best Corporate Governance - Large-Cap Group” at the 2024 Vietnam Listed Company Awards (VLCA) - a prestigious annual event jointly organized by HOSE, HNX, and Vietnam Investment Review.

Selected for the fifth consecutive year for the Vietnam Sustainability Index (VNSI), which comprises the Top 20 listed companies with the best sustainability index, among the 100 largest listed companies and comprehensively assessed across three ESG pillars.

Honored for the second consecutive year with two prestigious awards, the “Best Annual Report” and “Listed Company Award - the Best AGM Oganizer”.

Established the Environmental, Social and Governance (ESG) Committee, aiming to accelerate the implementation of the ESG standards, which will contribute to enhancing operational efficiency, improving competitiveness, and ensuring HDBank’s sustainable development, while demonstrating our commitment to the environment and society.

Promulgated regulations specifying the functions, duties and operation regimes of each Committee to enhance professionalism and efficiency in their operations.

Issued the first Sustainability Report, which quantifies and discloses information on HDBank’s operational performance against ESG standards, and financial performance. This clearly demonstrates our commitment to sustainable development and our responsibility to all stakeholders.

Successfully organized our 2024 Annual General Meeting of Shareholders (FY2023) on April 26, 2024, with strong shareholder consensus in approving the Reports and Proposals of the Board of Directors, the Board of Supervisors, and the Board of Management. In addition, the Board of Directors mandated the implementation of two rounds of shareholders’ poll in writing on matters within the authority of the General Meeting of Shareholders, and in compliance with the regulations.

Successfully completed 30% of the dividend payouts (10% in cash and 20% in shares) as committed and in compliance with the resolution of the General Meeting of Shareholders.

Members of HDBank's Board of Directors at the 2024 Annual General Meeting of Shareholders

Participation in Corporate Governance Programs in 2024

Corporate governance training courses attended by members of the Board of Directors, the Board of Supervisors, the CEO, other managers, and the Secretary in compliance with corporate governance regulations:

Corporate governance training courses, Corporate Governance Seminars for the Board members, and the Directors Summit organized by SK Group (South Korea).
The “Enhancing Corporate Governance Capacity for Listed Companies” conference organized by the State Securities Commission and the Vietnam Institute of Directors (VIOD).

The Board Of Directors’ assessment of the Bank

Mr. Kim Byoungho - Chairman of the Board of Directors of HDBank.

In 2024, thanks to the strategic and sensitive leadership of the Board of Directors, the decisive management of the Board of Management and the consensus and best efforts of all employees, HDBank has overcome challenges of both domestic and global economies to record impressive achievements, continuing to affirm the solid position in the Vietnamese financial market.

Amidst a highly volatile economic landscape in 2024, the CEO and Board of Management have demonstrated exceptional leadership and capability. Giving the top priority to the benefits of the Bank as well as the shareholders, the CEO and Board of Management have made great efforts with responsibility, flexibly and decisively managed the Bank's activities.

By closely managing all activities and effectively implementing the resolutions of the General Meeting of Shareholders and the Board of Directors, the CEO and Board of Management have successfully fulfilled their 2024 assigned tasks. HDBank's impressive business results in 2024 clearly demonstrated the flexible leadership and strict compliance with the law as well as the Bank's risk management regulations.

In addition to focusing on business performance, the CEO and Board of Management also place great importance on building a professional and transparent working environment that encourages creativity and innovation, contributing to building a united and strong HDBank.

With a sustainable development strategy aimed at reinforcing our brand value and maximizing benefits for our customers, investors, employees, and the community, HDBank will focus on the following key tasks in 2025 and the coming years:

To direct and supervise the decisive and flexible implementation of action programs that respond to market movements and leverage all business advantages to achieve the 2025 growth targets approved by the GMS.

To accelerate the adoption of the ESG standards in order to improve operational efficiency and enhance the competitiveness towards sustainable development as well as demonstrate HDBank's responsibility to the environment and society.

To streamline the organizational structure, improve human resource quality, and create a working culture aimed at high performance and efficiency.

To continue to increase investment in technology, digitizing all the Bank's operations to optimize operational efficiency, enhance governance capacity and competitiveness in the market.

To promote the handling and recovery of NPLs, improve credit quality, and refine our risk management system towards modernization, efficiency, and alignment with international best practices and standards.

To implement the bank’s governance in line with the ASEAN Corporate Governance Scorecard standards, strengthening the roles and responsibilities of the Board of Directors and the Board’s Committees in directing and supervising HDBank’s operations, ensuring transparency, objectivity, and a harmonious balance of interests among our stakeholders.

To implement restructuring plans when suitable opportunities arise.

Structure and Task Assignment of the Board of Directors

HDBank’s Board of Directors consists of 07 members, including 02 independent members, with 06 out of 7 members being non-executive members, and the Chairman of the Board of Directors is an independent member.

All HDBank’s Board members are highly experienced and reputable in the sector, ensuring fulfillment of the standards and criteria of a board member or an independent member, and the requirements regarding prohibited concurrent positions as stipulated by law, the Charter, and internal regulations of HDBank.

The details are as follows:

No.	Member	Title in the Board of Directors	Date joined/left the Board of Directors		Ownership percentage	Position(s) at other organization(s)
No.	Member	Title in the Board of Directors	Date of appointment	Date of dismissal	Ownership percentage	Position(s) at other organization(s)
1	Kim Byoungho	Chairman Independent member	April 29, 2022		0%	Board member - SK Inc., Korea
2	Mdm. Nguyen Thi Phuong Thao	Permanent Vice Chairwoman	June 30, 2005		3.722%	Chairwoman of the Board of Directors, and CEO - Sovico Group Joint Stock Company Chairwoman - Vietjet Aviation Joint Stock Company Permanent Vice Chairwoman of the Members’ Council - HD SAISON Finance Co., Ltd Chairwoman of the Members’ Council - Sunflower Sunny Investment Co., Ltd
3	Nguyen Huu Dang	Vice Chairman	December 31, 2010		2.746%
4	Nguyen Thanh Do	Vice Chairman	April 21, 2017		0.009%	Council member - Hoa Binh University
5	Luu Duc Khanh	Vice Chairman	July 03, 2009		0.29%	Board member - Vietjet Aviation Joint Stock Company
6	Le Manh Dung	Independent member	April 29, 2022		0%	Vietnam Representative - DEG - Deutsche Investitions- und Entwicklungsgesellschaft mbH
7	Pham Quoc Thanh	Board member cum Chief Executive Officer	April 26, 2023		0.232%	Member of the Members’ Council - HD SAISON Finance Co., Ltd

TASK ASSIGNMENT OF THE BOARD OF DIRECTORS

To fulfill the rights and obligations of the Board of Directors as stipulated in the Law on Credit Institutions, the Law on Enterprises, the Charter of HDBank, and other relevant legal documents, HDBank’s Board members are assigned the following duties:

Board member	Duties
Mr. Kim Byoungho Independent Chairman	Provide comprehensive leadership, direction, and management over all Board of Directors’ overall operations; Be responsible and accountable for HDBank’s development strategy and restructuring plan; Be responsible for external affairs and relationships with strategic partners, both domestically and internationally; Support financial investment and shareholder relations activities; and Chairman of the ESG Committee and Chairman of the Banking Technology Committee.
Mdm. Nguyen Thi Phuong Thao Permanent Vice Chairwoman	Directly resolve issues on behalf of the Chairman of the Board of Directors as authorized by the Chairman; Be on standby to handle daily affairs within the Board of Directors’ scope of responsibility; Chairwoman of the Human Resources Committee, Chairwoman of the Credit Supervision Committee, and Member of the ESG Committee.
Mr. Nguyen Huu Dang Vice Chairman	Be responsible for network development and human resources across the bank; Chairman of the Risk Management Committee, Member of the Human Resources Committee, Member of the Credit Supervision Committee, Member of the ESG Committee, and Member of the Banking Technology Committee.
Mr. Nguyen Thanh Do Vice Chairman	Be responsible for the operations of the Board of Directors Office; Manage the Northern Region’s operations on behalf of the Board of Directors; Support the Board of Directors in external affairs; Member of the Human Resources Committee and Member of the Risk Management Committee.
Mr. Luu Duc Khanh Vice Chairman	Assist the Board of Directors in directing the implementation of strategic plans; Member of the Risk Management Committee, Member of the Credit Supervision Committee, and Member of the ESG Committee.
Mr. Le Manh Dung Independent Member	Monitor the balance sheet, performance indicators and prudential ratios of the bank; Member of the Human Resources Committee, Member of the Risk Management Committee, and Member of the ESG Committee.
Mr. Pham Quoc Thanh Board Member cum Chief Executive Officer	Directly lead and manage the operations of HDBank, ensure the implementation of the resolutions and decisions of the Board of Directors across the bank; Member of the Human Resources Committee, Member of the Risk Management Committee, Member of the Credit Supervision Committee, and Member of the ESG Committee.

Report on the Performance of the Board of Directors and Independent Board Members in 2024

In 2024, the Board of Directors effectively fulfilled their leadership role in HDBank’s governance. The Specialized Committees played a crucial role in advising the Board of Directors on decisions in their respective areas, assisting the Board of Management in implementing key development programs and projects, and significantly contributing to HDBank’s performance.

As the governing body responsible for directing, supervising and assessing the bank’s operations, the HDBank Board of Directors holds regular discussions and gathers input from Board Members based on the majority rule. This process enables the Board to consolidate diverse perspectives and reach final decisions on various operations of the bank.

Mr. Pham Quoc Thanh, CEO of HDBank, answers shareholders' questions

Key Activities of the Board of Directors in 2024

The Board of Directors successfully organized the 2024 Annual General Meeting of Shareholders (FY2023) on April 26, 2024, achieving strong consensus among shareholders in approving the reports and proposals submitted by the Board of Directors, the Board of Supervisors, and the Board of Management. The Board also mandated the implementation of two rounds of shareholders’ written poll on matters within the authority of the General Meeting of Shareholders, and in compliance with the regulations.

In 2024, the Board of Directors held five meetings with the participation of Board Members, the Chief of the Board of Supervisors, the Chief Executive Officer, and observers representing investors holding HDBank’s convertible bonds.

The attendance of the Board Members at 2024 Board meetings was as follows:

No	Member	Number of meetings attended	Percentage of meetings attended
1	Mr. Kim Byoungho	05/05	100%
2	Mdm. Nguyen Thi Phuong Thao	05/05	100%
3	Mr. Luu Duc Khanh	05/05	100%
4	Mr. Nguyen Thanh Do	05/05	100%
5	Mr. Nguyen Huu Dang	05/05	100%
7	Mr. Le Manh Dung	05/05	100%
8	Mr. Pham Quoc Thanh	05/05	100%

Besides those meetings, the Board of Directors organized 120 written polls among Board Members on matters within the authority of the Board of Directors.

27 Resolutions and 166 Decisions of the Board of Directors on matters approved through meetings or written polls among Board Members, provided crucial guidance for the Board of Management to ensure safe and effective business operations.

The Board of Directors successfully fulfilled their roles and responsibilities in developing and issuing internal management regulations, ensuring compliance with the laws, and striving to adopt leading international best practices and standards in the bank’s governance across all operational areas.

Activities of Independent Board Members in 2024

The Independent Board Members maintained full attendance at Board meetings and meetings of Committees to which they were assigned. They actively engaged in reviewing, analyzing, and providing objective, insightful comments and recommendations to improve operational quality, making significant contributions to the bank’s sustainable development. Independent Board Members participate in the following Committees: Human Resources Committee, Risk Management Committee, ESG Committee, and Banking Technology Committee.

Report on the Performance of the Board Committees

There are 5 Committees under HDBank’s Board of Directors, including the Human Resources Committee, Risk Management Committee, Credit Supervision Committee, ESG Committee, and Banking Technology Committee. The Committees operate under the regulations set by the Board of Directors, convening regular meetings or conducting written polls among Board members to advise and suggest solutions to the Board of Directors on matters within their authority concerning the bank’s governance and management.

The Board members are assigned to relevant Specialized Committees where they play a vital leadership role by offering important guidance in developing, reviewing, and refining strategic tasks, and overseeing the implementation.

The Committees’ operations in 2024 are summarized as below:

Functions and responsibilities

The major functions of the Risk Management Committee are to advise the Board of Directors on the formulation, issuance, updating, and implementation of risk management policies in banking operations in compliance with legal regulations and the Charter of HDBank; advise the Board of Directors on risk management matters with respect to approval decisions; issue warnings regarding any potential risks and their preventive measures; and advise the Board of Directors on resolving challenges and limitations in risk management practices.

Committee members

Mr. Nguyen Huu Dang

Vice Chairman of the Board of Directors - Chairman of the Committee

(Mr. Nguyen Huu Dang ceased to serve as the Chairman and Member of the Risk Management Committee as of December 31, 2024 under Decision No. 448/2024/QD-HDQT)

Mr. Nguyen Thanh Do

Vice Chairman of the Board of Directors - Committee Member

(Mr. Nguyen Thanh Do served as the Chairman of the Risk Management Committee as of December 31, 2024 under Decision No. 448/2024/QD-HDQT)

Mr. Luu Duc Khanh

Vice Chairman of the Board of Directors - Committee Member

Mr. Le Manh Dung

Independent Board Member - Committee Member

Mr. Pham Quoc Thanh

Board Member, Chief Executive Officer - Committee Member

Ms. Nguyen Mai Tram

Head of Credit Risk Management Department - Committee Secretary

Activity highlights

In 2024, the Risk Management Committee convened four quarterly meetings, attended by its members and leadership from relevant Divisions/Departments.

Key activities of the Risk Management Committee in 2024 included:

Monitoring the implementation of strategic programs sponsored by the Committee, as well as other projects related to risk management;
Advising the Board of Directors on formulation and issuance of HDBank and HD SAISON’s risk management policies;
Advising the Board of Directors to monitor the compliance with SBV’s regulations on the bank’s prudential ratios and HDBank’s regulations on risk appetite, risk limits, and credit risk, liquidity risk, interest rate risk, exchange rate risk, and operational risk; and implementing the recommendations of the State Bank Inspectorate/External Auditor/Internal Auditor, and overseeing the execution of the Committee’s meeting conclusions;
Assisting the Board of Directors in overseeing bad debt recovery, identify causes and proposing solutions.

Directions

The Risk Management Committee continues to monitor compliance with risk management policies in the bank’s operations, evaluating their relevance and effectiveness; oversee the progress of projects aimed at enhancing technology adoption in risk management and implementing international standards as recommended. Based on that, the Committee can provide recommendations to the Board of Management and advice to the Board of Directors, enabling timely direction and decision-making to ensure effective risk management and optimize business performance.

Functions and responsibilities

The Human Resources Committee is the advisor of the Board of Directors in issuing internal personnel policies and regulations within its authority; recruiting/appointing/reappointing senior management positions; and reviewing the appropriateness of existing HR policies to ensure alignment with legal regulations and actual practices.

Committee members

Mdm. Nguyen Thi Phuong Thao

Permanent Vice Chairwoman of the Board of Directors - Chairwoman of the Committee

Mr. Nguyen Huu Dang

Vice Chairman of the Board of Directors - Committee Member

(Mr. Nguyen Huu Dang ceased to serve as Member of the Human Resources Committee as of December 31, 2024 under Decision No. 448/2024/QD-HDQT)

Mr. Nguyen Thanh Do

Vice Chairman of the Board of Directors - Committee Member

Mr. Le Manh Dung

Independent Board Member - Committee Member

Mr. Pham Quoc Thanh

Board Member, Chief Executive Officer - Committee Member

Mr. Pham Van Dau

Chief Financial Officer cum Director of HR Division - Committee Secretary

Activity highlights

In 2024, the Human Resources Committee convened five meetings to review the execution of directives concerning human resource management and human resource operational quality of HDBank.

The Human Resources Committee assisted the Board of Directors in directing the Board of Management and Human Resources Division to implement tasks for enhancing human resource operational quality in HDBank, including reviewing, finalizing, and submitting new Compensation and Benefits Policy and Employee Policy to the Board of Directors for approval; implementing the rotation of Branch Directors to foster development within units, enhancing management capabilities, and mitigating wrong-doings; increasing training, building a talent pipeline, and creating promotion opportunities to increase the rate of internal appointments; developing a long-term recruitment strategy aligned with current situations and future development trends; and enforcing strict measures against violations of regulations and professional ethics, etc.

In addition, the Human Resources Committee also assisted TMO and relevant units in executing strategic programs under its sponsorship, ensuring their effective implementation and delivering valuable outcomes to HDBank.

Directions

Advise the Board of Directors in finalizing organizational structure and policies for effective human resource management.
Advise the Board of Directors on issues related to training, recruitment and human resource development in order to build a professional and friendly working environment with competitive compensation, creating motivation for all employees and enhancing HDBank’s employer brand
Advise the Board of Directors in digitizing all workflows to facilitate reporting, data management, and human resource management.

FUNCTIONS AND RESPONSIBILITIES

The Credit Supervision Committee is the advisor of the Board of Directors in approving credit policies; approving the credit facilities within the authority of the Board of Directors; supervising credit approval levels under the Board of Management in credit approval for loans to one client, or one client and their related person, with a value of at least 1% of HDBank’s equity, or at least 5% of HDBank’s charter capital and/or equivalent to at least VND 500 billion in accordance with HDBank’s applicable regulations.

Committee members

Mdm. Nguyen Thi Phuong Thao

Permanent Vice Chairwoman of the Board of Directors - Chairwoman of the Committee

Mr. Luu Duc Khanh

Vice Chairman of the Board of Directors - Committee Member

Mr. Pham Quoc Thanh

Member of the Board of Directors - Committee Member

Mr. Thai Minh Tu

Head of the Commercial Credit Center - Committee Secretary

Ms. Nguyen Thi Thu Hang

Head of Retail Reappraisal Department - Committee Secretary

Activity highlights

In 2024, the Credit Supervision Committee conducted four quarterly meetings and eight written polls for the purposes of:

Assisting the Board of Directors in monitoring the implementation of credit growth plan by the Board of Management, focusing on scale and quality to ensure safety, efficiency, and compliance with established directives;
Advising the Board of Directors in approving credit facilities to customers under its authority;
Assisting the Board of Directors in overseeing approval of credit facilities under the approval authority of the CEO and/or Credit Council and/or person authorized by the CEO extended to one client, or one client and their related person, with a value of at least 1% of HDBank’s equity, or at least 5% of HDBank’s charter capital and/or equivalent to at least VND 500 billion in accordance with HDBank’s applicable regulations.

Directions

Advise the Board of Directors in directing and supervising the Board of Management in the approval and development orientation of credit, ensuring timely adjustments in response to actual practices to effectively utilize the credit growth limit for 2025, supporting economic growth, expanding scale, and enhancing the bank’s position while maintaining credit quality and controlling overdue and bad debt ratios within the limits.
For any credit applications within the approving authority of the Board of Directors submitted by the Credit Approval Unit under the Board of Management (with the Credit Reappraisal Section acting as the point of contact), the Credit Supervision Committee reviews, studies and offers its recommendations before submitting to the Board of Directors for consideration.

Functions and responsibilities

The ESG Committee shall advise and assist the Board of Directors, carrying out tasks assigned or authorized by the Board of Directors in directing, planning and implementing business strategies, investment strategies, and ESG policies to secure sustainable development for HDBank, studying, appraising and assessing the investment projects under the decision-making authority of the Board of Directors.

Committee members

Mr. Kim Byoungho

Chairman of the Board of Directors - Chairman of the Committee

Mdm. Nguyen Thi Phuong Thao

Permanent Vice Chairwoman of the Board of Directors - Committee Member

Mr. Nguyen Huu Dang

Vice Chairman of the Board of Directors - Committee Member

(Mr. Nguyen Huu Dang ceased to serve as Member of the ESG Committee as of December 31, 2024 under Decision No. 448/2024/QD-HDQT)

Mr. Luu Duc Khanh

Vice Chairman of the Board of Directors - Committee Member

Mr. Le Manh Dung

Independent Board Member - Committee Member

Mdm. Le Thi Bang Tam

Advisor to the Board of Directors - Committee Member

Mr. Chu Viet Cuong

Advisor to the Board of Directors - Committee Member

Mr. Pham Van Dau

Chief Financial Officer - Committee Secretary

Activity highlights

In 2024, the ESG Committee convened four meetings, attended by its members, members of the Board of Management and relevant Divisions/Departments to discuss and advise the Board of Directors on ESG-related matters, investments, development and implementation of strategies, including:

Implementing tasks outlined in the ESG Strategy Implementation Plan across all aspects of the Bank’s operations;
Developing a business plan and orientation for the Bank’s operations in 2024;
Implementing tasks and action plans aligned with the approved 2024 business plan;
Participating in the program of restructuring banking system in accordance with the SBV’s policy;
Implementing transformation programs under new orientation, especially those sponsored by the Committee, thereby enhancing the Bank’s operational quality;
Finalizing capital contribution to a securities company as approved by the General Meeting of Shareholders;
Carrying out investor relations activities, searching for and selecting strategic investors.

Directions

Assist the Board of Directors in directing the refinement of HDBank’s organizational structure to be more streamlined and effective, ensuring optimization of resources, improving competitiveness, and enhancing cost-effectiveness.
Advise the Board of Directors in directing, monitoring and actively supporting the Board of Management to implement strategic projects.
To further advise and assist the Board of Directors in:
- Providing direction and guidance on establishing specific goals, policies, and action plans for ESG implementation;
- Directing and closely monitoring the implementation of approved policies, programs, and solutions to ensure the effective application of ESG standards across all operations, ensuring the Bank’s sustainable growth while contributing to economic development, healthy environment, and social stability, delivering maximum benefits to stakeholders.

Functions and responsibilities

The Banking Technology Committee shall advise the Board of Directors in issuing policies and strategies for IT development under its authority; and making decisions about investments in adoption of cutting-edge technology in banking operations.

Committee members

Mr. Kim Byoungho

Chairman of the Board of Directors - Chairman of the Committee

Mr. Nguyen Huu Dang

Vice Chairman of the Board of Directors - Committee Member

(Mr. Nguyen Huu Dang ceased to serve as Member of the Banking Technology Committee as of December 31, 2024 under Decision No. 448/2024/QD-HDQT)

Mr. Tran Thanh Hai (Jimmy)

Chief Technology Officer - Committee Member

Mr. Le Van Thanh

Assistant to the Permanent Vice Chairwoman of the Board of Directors - Committee Member (as of December 31, 2024 under Decision No. 448/2024/QD-HDQT)

Mr. Nguyen Phuc Duong

Director of Information Technology and Digital Banking Division - Committee Member

Mr. Truong Quoc An

Head of Technology Infrastructure Management Center - Information Technology and Digital Banking Division - Committee Secretary

Activity highlights

In 2024, the Banking Technology Committee convened four meetings to discuss and advise the Board of Directors on the following matters:

HDBank’s technology budget plan 2024.
Implementation timeline of major technology projects that are strategically important to the Bank, such as transformation programs sponsored by the Banking Technology Committee; Digital Core Banking project; Vikki project; MasterCard and Apple Pay collaboration projects; and projects focused on developing online transaction products (e.g., card issuance, savings, lending, and bond trading).
Development of modern technology solutions for launching products to increase CASA and foster business development.
Cooperation agreements between HDBank and partnering technology firms, ensuring transparent legal framework to enable long-term partnership.

Directions

Advise and assist the Board of Directors in directing the Board of Management to implement key technology projects, ensuring the projects are completed on schedule with minimal risk.
Advise and assist the Board of Directors in approving and monitoring the use of the 2025 technology budget.

Report of the Board of Supervisors

As of December 31, 2024, HDBank’s Board of Supervisors for the 2022 - 2027 term has four full time members, meeting requirements of qualifications and conditions stipulated by law and HDBank.

Below is the list of members the Board of Supervisors and the quantity of HDBank shares held by each member as of December 31, 2024:

NO.	FULL NAME	TITLE
1	Mr. Dao Duy Tuong	Chief of the Board of Supervisors
2	Ms. Duong Thi Thu	Member of the Board of Supervisors
3	Ms. Bui Thi Kieu Oanh	Member of the Board of Supervisors
4	Mr. Nguyen Le Hieu	Member of the Board of Supervisors

In accordance with its responsibilities under the legislation, SBV’s regulations, HDBank’s Charter, and the Regulation of the Board of Supervisors, the Board of Supervisors has successfully accomplished the following:

Monitor the governance and management of the Board of Directors and Board of Management to ensure compliance with legal provisions and HDBank’s Charter;
Monitor the financial situation, review the Bank’s semi-annual and annual financial reports;
Carry out internal audit activities as per the annual plan, including assessment of procedures/regulations and effectiveness of HDBank’s internal control system;
Review, monitor and report HDBank’s operations through the Internal Audit Department as required by competent authorities;
Make recommendations to the Board of Directors and Board of Management for amendment, supplement, and improvement in the Bank’s governance and management practices;
Issue the Regulation on the Operation of the Board of Supervisors, approved by the General Meeting of Shareholders;
Oversee the vote-counting process and prepare vote-counting minutes using vote-counting software when collecting written polls from shareholders to approve resolutions of the General Meeting of Shareholders;
Present reports at the General Meeting of Shareholders and submit periodic reports as required by law or on-request reports to the State Bank of Vietnam.

Implementation of Internal audit

In 2024, the Board of Supervisors organized the Internal Audit to focus on overseeing the Bank’s operations to ensure compliance with legal requirements and SBV’s directions. Functions and responsibilities of the Internal Audit are strictly adhered to as prescribed in Circular No. 13/2018/TT-NHNN. The Internal Audit team conducted audits across 88 Business Units (including branches and transaction offices); 6 themes; and 139 ad-hoc audits related to cash/important printed documents (which had been completed as of December 2, 2024). Additionally, the Board of Supervisors also directed Internal Audit to continue checking, reviewing and monitoring other matters as required by the SBV.

The Internal Audit team implemented a remote monitoring approach based on systematic and comprehensive risk zoning. With this approach, focus was given to auditing units and activities deemed to have a high risk of causing material impact to the Bank’s operations.

Additionally, the Internal Audit team also conducted assessment of risks and effectiveness of operation and product policies and procedures.

The Board of Supervisors and Internal Audit team documented the identified issues and prepared reports, along with proposals and recommendations, for submission to the Board of Directors and Board of Management. These solutions aim to mitigate risks and enhance the quality of the Bank’s operations.

In 2025, the Board of Supervisorswill continue to perform its supervision function, continuously improving the quality of supervision based on available resources, with the following key tasks:

Supervise HDBank’s Board of Directors and Board of Management within the bounds of their scope and authority of the Board of Supervisors as per the law.

Conduct internal audit as planned; audit will focus on units/activities that pose risks and substantially impact the Bank's operations and the effectiveness of the internal control system.

Audit financial statements and assess the logic, truthfulness, and prudence of accounting, statistical analysis, and financial report preparation.

Monitor HDBank’s post-listing information disclosure and shareholder relations as required by law.

Internal Audit system

HDBank’s Internal Audit, established in accordance with State Bank of Vietnam regulations, is a dedicated unit responsible for conducting internal audits within the Bank within the authority of the Board of Supervisors. The Internal Audit is organized hierarchically and operates under principles of independence, objectivity, and professionalism.

Internal Audit operations are led by the Head of Internal Audit, supported by Deputy Heads of Internal Audit and Heads of Regional Internal Audit.

AUDIT PROCEDURE

Internal Audit activities are executed across business units, regions, and functions, employing an approach that incorporates cross-functional collaboration, expansive scope, and coordinated efforts. This methodology includes various audit types, including on-site audits by groups at each unit / unit cluster to assess business activities bank-wide; thematic audits focused on risk-based assessments of business processes, particularly those with potential control gaps, as well as systematic business activities; ad-hoc inspections targeting vault security, cash handling, collateral documentation, management of important printed documents, and ATM key security… to detect/control immediate violations; and remote monitoring to timely detect operational lapses and pinpoint key risk areas. Audits are conducted annually as planned or as requested by the Board of Supervisors, or upon discovery of potential irregularities or heightened risk possibility.

The annual audit plan is developed and submitted to the Board of Supervisors for approval based on the previous year’s audit results for key risk area identification, the bank’s strategic direction, management’s governance objectives, and recommendations from the Board of Directors.

Legal and Compliance

HDBank’s legal activities have been further strengthened and elevated to meet the Bank’s growth conditions, in alignment with the evolving domestic and global context.

Recognizing the crucial role of legal and compliance as the backbone of any organization, particularly within the banking sector, HDBank’s legal activities , through collaborative efforts and a unified approach, has achieved multiple key objectives, specifically:

Ensuring legal security in HDBank’s operations and businesses bank-wide

In 2024, HDBank focused on ensuring legal safety in response to ongoing changes in the legal landscape, particularly specialized legal regulations. Specifically, this included the new Law on Credit Institutions, relevant guiding documents, and other laws impacting banking operations such as the Land Law, Housing Law, and the Law on Real Estate Business… The Bank conducted comprehensive reviews and made necessary adjustments to internal regulations, operational procedures, and products and services to ensure compliance. At the same time, HDBank exercised strict control over transactions and contracts to safeguard its legitimate interests. These activities were carried out consistently and thoroughly, meeting the Bank’s business and development needs.

Digital transformation in the Bank’s operations

In 2024, HDBank placed strong emphasis on digital transformation, aligning with the overall trend of the banking industry. The Legal Department played a key role, actively participating in digitalization projects and supporting the development of online products/services such as the Vikki digital bank, online foreign currency purchases, cross-border QR payments, and various electronic financial solutions.

HDBank prioritized optimizing customer experience, streamlining procedures, and ensuring legal compliance. At the same time, the Bank contributed opinions to the development of the legal framework for electronic transactions and digital banking through consultations with the State Bank of Vietnam and other regulatory authorities. These efforts reflect HDBank’s commitment to pioneering technology adoption and promoting the safe and effective development of digital banking.

Representing the Bank in Legal Proceedings

HDBank’s Legal Department has consistently played an active role in litigation to safeguard the Bank’s legitimate interests through supporting the resolution of disputes and complaints, handling risks arising from legal violations, and minimizing potential losses. In addition, the Department represents the Bank in working with regulatory authorities, participating in court hearings, and ensuring maximum protection of the Bank’s interests.

Supporting Debt Settlement and Collateral Handling for Debt Recovery

Over the past year, debt settlement and the handling of collaterals for debt recovery have been actively promoted across the HDBank system. The Legal Department has participated in and supported Business Units/ Debt Settlement Center to promptly handle customers' debts during the pre-litigation stage through professional measures, minimizing the generation of non-performing loans and ensuring capital safety for the Bank.

Dissemination of legal information

In the past year, HDBank’s Legal Department has focused on enhancing the quality of training and disseminating legal regulations. By diversifying delivery methods, the Department made it easier for staff to grasp and apply legal knowledge in their professional activities. Online training courses were conducted to update front-line staff, such as tellers and controllers, on fundamental legal knowledge to ensure transaction safety. In response to new regulations such as the 2024 Law on Credit Institutions, the Land Law, and the Housing Law…. the Legal Department proactively organized workshops and legal briefings for the Board of Management and relevant units. Additionally, the Department regularly updated and assessed the impact of newly issued legal documents and provided periodic reports.

Contribution to legal and regulatory development

HDBank actively participates in contributing opinions on draft legal regulations to ensure the legal framework aligns with banking operations. In particular, the Bank works closely with the Vietnam Banks Association to propose amendments and supplements to regulations, focusing on circulars issued by the State Bank of Vietnam, Government decrees, and decisions of the Prime Minister especially those related to banking operations, electronic transactions, and sector-specific laws.

STRATEGIC DIRECTION OF LEGAL OPERATIONS IN 2025

The legal affairs orientation of HDBank in 2025 focuses on five main objectives.

1

First, to continue promoting the development and dissemination of legal regulations within the system. HDBank will closely collaborate with the Vietnam Banks Association, the State Bank of Vietnam, and relevant authorities to promptly propose and improve legal regulations that support the Bank's business activities and enhance risk management practices. The Bank will also maintain efforts in legal training and the dissemination of legal knowledge and regulations to all units and employees, ensuring they stay informed about legal updates and new regulations related to banking operations to effectively meeting their work requirements.

2

Second, HDBank aims to strengthen legal safety while creating business advantages in 2025. Legal counselling for products and policies will be enhanced to increase corporate value and shareholder benefits. Digital transformation remains a core focus, ensuring that the Bank's digital strategy complies with legal regulations and operates smoothly and securely. HDBank will closely watch both domestic and international developments to propose appropriate legal solutions, particularly in areas such as international payments and investment cooperation. The Bank is also committed to optimizing internal processes to ensure efficiency and seamless operations.

3

Third, HDBank’s legal activities will continue to be implemented consistently and flexibly, adapting to the new environment through the application of technology and online working models. The Bank will strengthen monitoring and enforcement of anti-money laundering and anti-corruption measures in accordance with regulations. Legal operations will be comprehensively enhanced to ensure quality, compliance, safety, and sustainable development while harmonizing with business objectives. Regulations on information disclosure, transparency, and risk management under Basel III standards will continue to be strictly enforced.

4

Fourth, HDBank will proactively implement measures to prevent and handle risks related to digital banking activities. At the same time, the Bank will strengthen and develop its team of legal experts, with a particular focus on establishing a specialized litigation unit to maximize the protection of the organization’s legal rights and interests.

5

Fifth, the Legal Department will continue to accompany strategic projects, providing comprehensive support for business operations and policy development to ensure safety and compliance. The ultimate goal is to ensure that all activities of HDBank strictly comply with legal regulations, contributing to the sustainable development of the entire system.

Transactions, remuneration, and benefits of the Board of Directors, Board of Supervisors, and Board of Management

HDBank consistently adheres to all applicable laws and internal regulations regarding the approval and disclosure of remuneration and benefits for the Board of Directors, Board of Supervisors, and Board of Management; transactions in HDB shares by Internal Persons and their related persons; and transactions between HDBank and related parties. Specifically:

Annual remuneration and allowances for the Board of Directors and Board of Supervisors are approved at the Annual General Meeting of Shareholders. Details of the remuneration and benefits received by members of the Board of Directors, Board of Supervisors, and Board of Management are disclosed in the audited consolidated financial statements and the bank’s Annual Report.

Resolutions of the General Meeting of Shareholders, the audited consolidated financial statements, and the Annual Report are published on HDBank’s website in accordance with applicable regulations.

Internal Persons and their related persons, when engaging in transactions involving HDB shares, have adhered to information disclosure requirements, submitting pre- and post-transaction reports to the State Securities Commission and the Stock Exchange for any transactions where the anticipated daily value is at least VND 50 million, or the anticipated monthly value is at least VND 200 million, calculated at par value. These includes:

Disclosure of anticipated transaction shall be made at least three working days prior to the scheduled transaction date;
The transaction period shall not exceed 30 days from the registration date;
Disclosure of transaction results, including explanations for any uncompleted or partially completed transactions (if any) shall be made within five working days of the transaction completion date (if completed before the registered deadline) or the end of the scheduled transaction period.

Transactions between HDBank and related parties (including related persons, Internal Persons, and related persons of Internal Persons) are approved at the General Meeting of Shareholders or by the Board of Directors, in accordance with their respective authorities, applicable laws, and HDBank’s Charter. Resolutions/Decisions of the General Meeting of Shareholders, the Board of Directors approving such transactions and related matters are disclosed on HDBank’s website (under Investor Relations - Information Disclosure) within 24 hours from the issuance date of the Resolution/Decision.

The list of related persons, Internal Persons, and related persons of Internal Persons of HDBank is reported quarterly to the State Bank of Vietnam and is included in the Corporate Governance Report (using the template for public companies), which is published every six months as required by regulations.

Remuneration, benefits and expenses for each Member of the Board of Directors, Board of Supervisors, and Board of Management

Stock transactions of Internal Persons and their related persons

Assessment of HDBank’s Compliance to Corporate Governance Regulations by the Independent Board Members

With continuous improvement and strong commitment, HDBank is confidently expected to maintain high and sustainable growth in the coming years, enhance the position and achieve the strategic goal of becoming a leading universal banking group in Vietnam.

In 2024, HDBank made significant efforts to implement corporate governance regulations, further demonstrating our commitment to building a transparent and professional governance environment as a solid foundation for sustainable development. We have strictly adhered to all applicable legal regulations, and our internal corporate governance processes have been updated and refined to align with development trends and advanced international governance standards and practices.

HDBank’s Board of Directors is central to our strategic direction and operational supervision. The diverse membership of the Board, including independent members, guarantees objectivity and balance in key decisions. The Board regularly convenes for periodic meetings with high attendance rates, enabling discussions and decisions in the long-term interests of the bank.

Throughout the past year, the committees under the Board of Directors, including the Human Resources Committee, Risk Management Committee, Credit Supervision Committee, ESG Committee, and Banking Technology Committee, were highly active, making significant contributions to the implementation of corporate governance regulations.

Recognizing that the adoption of ESG standards is not only a global trend but also a core strategy for sustainable development and brand enhancement, programs and projects promoting the adoption of ESG standards in all operations of HDBank have been strongly deployed and yielded remarkable results in 2024. These efforts have significantly contributed to building a modern, sustainable, and socially responsible Bank.

We have always identified human resources as a key element in deploying the bank’s governance and operational strategies. HDBank is recognized as a creative workplace that fosters a culture of internal innovation. We place a strong emphasis on talent acquisition and retention policies, which foster our employees’ work motivation and career development. Regular training programs are implemented to ensure our workforce remains proficient in fulfilling job requirements.

In compliance with all applicable regulations and in response to our shareholders’ requirements, HDBank ensures full and transparent disclosure of our financial statements and key information. We have also developed and implemented a conflict of interest management process, ensuring that decisions are made in the best interests of both our shareholders and the bank.

In addition, HDBank places strong emphasis on reinforcing shareholder rights and participation in corporate governance. The Annual General Meeting of Shareholders is conducted in strict compliance with regulations, ensuring full participation and open discussions on strategic issues. We have broadened shareholder communication channels, including online platforms, to facilitate information accessibility and encourage feedback.

Through continuous efforts to enhance corporate governance quality in line with international standards, promote transparency, and pioneer in sustainable development strategies, HDBank was honored the Excellence in Corporate Governance Award (Large Cap)” in 2024. Also, for the fifth consecutive year, we were selected for the Vietnam Sustainability Index (VNSI), which comprises the Top 20 listed companies with the best sustainability index, chosen from the 100 largest listed companies and comprehensively assessed across three ESG pillars.

Independent Member

Le Manh Dung

Assessment of Corporate Governance performance under the ASEAN Corporate Governance Scorecard

Assessment of compliance with corporate governance regulations for listed companies, and of the corporate governance performance under the ASEAN Corporate Governance Scorecard

Assessment of compliance with corporate governance regulations for listed companies

Assessment using the ASEAN Corporate Governance Scorecard

For optimal business performance, HDBank’s Board of Directors not only focuses on driving business operations to increase revenue, reduce costs, and boost profits, but also emphasizes improving corporate governance capacity in line with international practices, thereby ensuring the effective deployment of all corporate resources to creat long-term sustainable values, attract and efficiently manage investment capital, human resources, intellectual assets, and financial capabilities.

For five consecutive years, HDBank has conducted assessments of our corporate governance performance under the ASEAN Corporate Governance Scorecard, focusing on five key areas: Rights of Shareholders, Equitable Treatment of Shareholders, Role of Stakeholders, Disclosure and Transparency, and Role and Responsibilities of the Board of Directors. Assessment results indicate that HDBank has made significant progress in meeting the criteria of the ASEAN Scorecard, reflecting a strong commitment to leading corporate governance standards.

In 2024, HDBank has enhanced the disclosure practices related to the Independent Audit and Audit Report, specifically detailing audit and non-audit service fees, while ensuring a high level of commitment to preserving the independence of the audit firm in its audit of the Bank’s financial statements for the fiscal year ending December 31, 2024.

Regarding the number of independent Board members and the Board’s committees, the Bank fully complies with the current Law on Credit Institutions and the Law on Securities, as well as with high industry standards. HDBank’s Board of Directors includes two independent members who do not own the Bank’s share and possess diverse experience in international and regional markets, ensuring independent perspectives and valuable contributions to the Bank’s development.

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SHAREHOLDER AND INVESTOR RELATIONS

IMPRESSIVE FIGURES ON HDBANK STOCKS AND INVESTOR RELATIONS IN 2024

Investor Conference 2024 is a regular event organized by HDBank to update business operations, as well as affirm its commitment to information transparency and strengthen deeper connections with shareholders, investors, and stakeholders.

HDBank’s 2024 market capitalization growth rate

51.8%

HDBank’s 2024 stock price increase

56.9%

The 2024 dividend payout ratio for HDBank’s shareholders

30%

Maintaining a strong presence in leading market indexes

VN30

VN Diamond

VNSI

VNCG50

Six consecutive years of recognition at the prestigious Vietnam Listed Company Awards

6 YEARS

SHAREHOLDER AND INVESTOR RELATIONS

In 2024, we continued to reinforce our leadership in building long-standing and transparent relationships with our shareholders and investors. The bank not only ensured strict compliance with corporate governance regulations but also proactively enhanced service quality to best meet stakeholders’ rights and information needs.

With a shareholder-centric strategy, HDBank has implemented a series of groundbreaking initiatives in investor relations. One key highlight is the continued maintenance and upgrade of the hybrid GMS model, enabling both physical and virtual attendance to facilitate global participation. The online platform has been optimized with a user-friendly interface and high security, allowing shareholders to conveniently exercise their voting rights via mobile devices. Meeting documents are publicly available on the website 22 days before the GMS in both Vietnamese and English, demonstrating our respect and commitment to maximizing shareholder benefits. We have also placed emphasis on. The high approval rate for the proposals at the meeting reflects the strong support and trust of shareholders, proving that we have successfully built strong relationships and received high consensus from our investors. We have also placed a strong emphasis on collecting shareholder opinions entirely online. The high approval rate for proposals submitted at the meetings has reflected the strong support and trust of our shareholders, proving that we have successfully built a strong relationships and received high consensus from our investors.

In 2024, we successfully executed our dividend distribution plan, paying a 30% dividend in cash and shares, as approved by the GMS, upholding our policy of efficient shareholder dividend distribution and safeguarding their rights. By maintaining consistent dividend payouts and adhering to our dividend distribution timelines, HDBank has reinforced investor confidence in the bank’s stability and growth potential.

Our relentless efforts to enhance shareholder and investor relations have been widely recognized. At the 2024 Vietnam Listed Company Awards (VLCA), HDBank was honored with prestigious awards, demonstrating our commitment to building a transparent, professional, and sustainable investment environment. Our notable achievements include six consecutive “Best Annual Report Award”, two consecutive “Best Annual General Meeting Organization” awards, and a Top 10 ranking in “Excellence in Corporate Governance Award (Large Cap)”, which underscore our best corporate governance practices.

Bilateral dialogues with domestic and international investors remained one of our 2024 focuses. Business update sessions were held quarterly in both Vietnamese and English via online platforms such as YouTube, Zoom Webinar, and Workplace, ensuring timely disclosure and publicly available information.

In the domestic market, HDBank increased investor meetings in various formats, bringing operational insights and development strategies closer to investors in the stock market. One notable event was the 2024 Investors Conference, successfully held on November 27, 2024, at the Galaxy Innovation Hub in Saigon Hi-Tech Park. The conference not only provided business updates but also enabled over 500 shareholders and investors to directly experience HDBank’s digital and innovative space, fostering open discussions on the bank’s growth prospects. Collaboration with securities firms was also strengthened to enhance communication and engagement with brokers and investors.

At the same time, HDBank also actively participated in diverse investor events across the globe and partnered with major financial institutions, reflecting our commitment to transparency and strong standing in the global capital markets.

HDBank has established a professional, 24/7 support system, including the hotline and email to address all inquiries from investors, shareholders. Investors are able to conveniently access HDBank updates through a variety of information channels, including:

The Ho Chi Minh City Stock Exchange (HOSE) website

https://www.hsx.vn/Modules/Listed/Web/SymbolView/706
HDBank’s official website

https://hdbank.com.vn/vi/investor
HDBank’s hotline

1900 6060
Contact HDBank’s Investor Relations Department

Investor Relations Department - Board of Directors Office, Ho Chi Minh City Development Joint Stock Commercial Bank
Phone

+84 28 7308 8786 (Ext 100)
Email

ir@hdbank.com.vn

Entering 2025, HDBank continues to deepen its Investor Relations efforts, focusing on streamlining processes and enhancing the effectiveness of engagement. The Bank proactively adopts the most advanced international practices, strengthens research, and optimizes specialized communication channels to ensure that shareholders and investors receive comprehensive support in exercising their rights and fulfilling their obligations. The ultimate goal is to build a transparent and professional investment environment, firmly reinforcing HDBank’s reputation and position in the financial market.

2024 events

2025 events

Shareholder, share, and share price breakdowns Shares

HDBank’s total ordinary shares as of December 31, 2024, was 3,510,142,254, equivalent to the Charter Capital of VND 35,101,422,540,000, including:

Outstanding shares

3,510,142,254 shares

Treasury shares

15,081,522 shares

Unrestricted shares (estimated)(*)

3,218,673,182 shares

RESTRICTED SHARES ESTIMATED (*)

291,469,072 shares

HDBank shares are not traded in foreign countries and territories.

In 2024, the Bank did not conduct any treasury stock transactions.

Payment history	2018	2019	2020	2021	2022	2023	2024
1. Dividend payment to charter capital	13%	10%	50%	25%	25%	25%	30%
2. Bonus shares to charter capital	-	20%	15%	-	-	-	-
Total	13%	30%	65%	25%	25%	25%	30%
Payment method	In cash	In shares	In shares	In shares	In shares	In cash: 10% In shares: 15%	In cash: 10% In shares: 20%

1. Dividend payment to charter capital

2018
13%
2019
10%
2020
50%
2021
25%
2022
25%
2023
25%
2024
30%

2. Bonus shares to charter capital

2018
-
2019
20%
2020
15%
2021
-
2022
-
2023
-
2024
-

Total

2018
13%
2019
30%
2020
65%
2021
25%
2022
25%
2023
25%
2024
30%

Payment method

2018
In cash
2019
In shares
2020
In shares
2021
In shares
2022
In shares
2023
In cash: 10% In shares: 15%
2024
In cash: 10% In shares: 20%

The 2023 stock dividend was issued in 2024 in accordance with Resolution of the General Meeting of Shareholders No. 07/2024/NQ-ĐHĐCĐ dated April 26, 2024.

HDBank’s shareholder breakdown according to the percentage of ownership (major shareholders - owning more than 5% of equity, and minority shareholders):

No.	Subject	Number of shareholder(s)	Number of shares	Ownership percentage
1	Major shareholder (*)	1	417,744,361	14.27%
2	Minority shareholder	19,118	2,509,887,771	85.73%
	Total	19,119	2,927,632,132	100.00%

(*) Sovico Holdings Company is HDBank’s only major shareholder (owning more than 5% of the Bank’s voting share capital), currently owning 14.37% of the Bank’s voting share capital. All other shareholders own less than 5% of HDBank’s.

No.	Subject	Number of shares	Ownership percentage (%)	Number of shareholder(s)	Shareholder structure (*)
					Organization(s)	Individual(s)
1	State-owned shareholder	89,312,437	3.05%	5	5	0
2	Major shareholder	417,744,361	14.27%	1	1	-
3	The Bank’s Labor Union	724,146	0.02%	1	1	-
4	Treasury shares	15,081,522	0.52%	1	1	-
5	Others	2,404,769,666	82.14%	19,111	238	18,873
	Domestic	1,907,952,638	65.17%	18,404	120	18,284
	Foreign	496,817,028	16.97%	707	118	589
TOTAL		2,927,632,132	100%	19,119	246	18,873
In which:
Domestic		2,430,815,104	83.03%	18,412	128	18,284
Foreign		496,817,028	16.97%	707	118	589

(*) On December 26, 2024, the State Bank of Vietnam approved HDBank's new Charter Capital of VND 35,101,422,540,000 under Decision No. 2785/QD-NHNN. As of December 31, 2024, the procedures for additional listing and depository for 2023 dividends are being completed, therefore the total number of shares as of December 31, 2024 according to the list provided by VSDC has not recorded the number of shares additionally issued.

Time	After the increase(VND billion)	Capital raised(VND billion)	Note
02/1989	3	0	Initial charter capital
06/1992	5	2	Issuance of additional shares to existing shareholders
10/1993	10	5	Issuance of additional shares to existing shareholders
04/1994	22	12	Issuance of additional shares to existing shareholders
01/1998	42	20	Issuance of additional shares to existing shareholders
08/1998	50	8	Issuance of additional shares to existing shareholders
02/1999	60	10	Issuance of additional shares to existing shareholders
06/2002	70	10	Private issuance of shares
12/2004	150	80	Issuance of additional shares to existing shareholders
08/2005	200	50	Issuance of additional shares to existing shareholders
12/2005	300	100	Issuance of additional shares to existing shareholders
12/2006	500	200	Issuance of additional shares to existing shareholders
11/2007	1,000	500	Issuance of additional shares to existing shareholders and employees
10/2008	1,550	550	Issuance of additional shares to existing shareholders and employees
08/2010	2,000	450	Issuance of additional shares to existing shareholders and employees
01/2011	3,000	1,000	Issuance of additional shares to existing shareholders and employees
06/2012	5,000	2,000	Issuance of additional shares to existing shareholders and employees
12/2013	8,100	3,100	Increase through the merger of Dai A Commercial Joint Stock Bank
10/2017	8,829	729	Issuance of stock dividend and issuance of shares from equity to raise capital
12/2017	9,810	981	Private issuance of shares
10/2020	12,708	2,898	Issuance of stock dividend and issuance of bonus shares from equity
12/2020	16,089	3,381	Issuance of stock dividend
10/2021	20,073	3,984	Issuance of stock dividend
07/2022	20,273	200	Issuance of additional shares to employees
11/2022	25,303	5,030	Issuance of stock dividend
09/2023	29,076	3,773	Issuance of stock dividend
03/2024	29,276	200	Issuance of additional shares to employees
12/2024	35,101	5,825	Issuance of stock dividend

No.	Criteria	Compliance at HDBank	Note
1	Organize the Annual General Meeting of Shareholders within 6 months from the end of the fiscal year, as stipulated in Article 139(2) of the 2020 Law on Enterprises	Complied	The 2024 Annual General Meeting of Shareholders (FY2023) was virtually held on April 26, 2024
2	Disclose the AGM documents at least 21 days prior to the meeting’s opening, as stipulated in Article 10(3a) of Circular No. 96/2020/TT-BTC	Complied	The AGM documents were disclosed on April 4, 2024
3	Amend the Company’s Charter in accordance with the provisions of the Law on Enterprises No. 59/2020/QH14 (as stipulated in Article 310(20) of Decree No. 155/2020/ND-CP)	Complied
4	Promulgate the Internal Regulation on Corporate Governance, as stipulated in Article 270(2) and Article 310(20) of Decree No. 155/2020/ND-CP	Complied
5	Appoint a person in charge of corporate governance as stipulated in Article 281(1) of Decree No. 155/2020/ND-CP	Complied
6	Conduct internal audits as stipulated in Article 10(1) and Article 30 of Decree No. 05/2019/ND-CP	Complied
7	Promulgate the Regulation on the Operation of the Board of Directors as stipulated in Article 278(4) and Article 310(20) of Decree No. 155/2020/ND-CP	Complied
8	Ensure the number of independent Board members meet the requirements in Article 276(4) of Decree No. 155/2020/ND-CP	Complied
9	Ensure the number of non-executive Board members meet the requirements in Article 276(2) of Decree No. 155/2020/ND-CP	Complied
10	Ensure that the Chairman of the Board does not concurrently hold the position of the Chief Executive Officer	Complied
11	Ensure that the Board members, who concurrently serve as Board members in other companies, do not exceed the limit of 05 other companies, as stipulated in Article 275(3) of Decree No. 155/2020/ND-CP	Complied
12	Hold Board meetings at least once per quarter, as stipulated in Article 157 of the 2020 Law on Enterprises, Article 41(3c) of the Law on Securities, and Article 279(1) of Decree No. 155/2020/ND-CP	Complied
13	Ensure that the Chief Executive Officer is a person without family relations to the Management Officers, Supervisors of the company and its parent company; the representative of state capital, the representative of enterprise capital in the company and its parent company, as stipulated in Article 162(5b) of the 2020 Law on Enterprises	Complied
14	Ensure that the remuneration of the Board members, the salary of the Chief Executive Officer, and other Management Officers comply with Article 163(3) of the 2020 Law on Enterprises	Complied
15	Promulgate the Regulation on the Operation of the Board of Supervisors as stipulated in Article 288(6) and Article 310(20) of Decree No. 155/2020/ND-CP	Complied
16	Ensure compliance with the minimum number of the Board of Supervisors members, which is 03 persons, as stipulated in Article 286(1) of Decree No. 155/2020/ND-CP	Complied
17	Ensure compliance with the minimum number of the Board of Supervisors meetings, which is twice per year, as stipulated in Article 289(1) of Decree No. 155/2020/ND-CP	Complied
18	Ensure that the Supervisor does not hold management positions in the company, as stipulated in Article 169(1d) of the 2020 Law on Enterprises, and Article 286(2) of Decree No. 155/2020/ND-CP	Complied
19	Ensure that the Supervisor is a person without family relations to the Board of Directors members, Board of Management members, and other Management Officers as stipulated in Article 169(1c) of the 2020 Law on Enterprises, and Article 286(2) of Decree No. 155/2020/ND-CP	Complied
20	Ensure that the Supervisor was not employed in the financial accounting department of the company or an independent auditing company in the preceding 03 consecutive years, as stipulated in Article 286(2a) of Decree No. 155/2020/ND-CP	Complied
21	Ensure that the remuneration and operating expenses of the Board of Supervisors comply with Article 172(3) of the 2020 Law on Enterprises	Complied
22	Conduct transactions with related parties in compliance with Article 167 of the 2020 Law on Enterprises, and Articles 292 and 293 of Decree No. 155/2020/ND-CP	Complied
23	Disclose resolutions of the General Meeting of Shareholders/Board of Directors when conducting transactions with related parties and reflect these transactions in the Financial Statements and Corporate Governance Reports	Complied

Name	Position	2024	2023
		VND million	VND million
Mr. Kim Byoungho	Chairman, Independent member	15,085	5,177
Ms. Nguyen Thi Phuong Thao	Permanent Vice Chairwoman	3,692	1,851
Mr. Luu Duc Khanh	Vice Chairman	888	1,027
Mr. Nguyen Thanh Do	Vice Chairman	2,410	2,227
Mr. Nguyen Huu Dang	Vice Chairman	2,514	3,541
Mr. Le Manh Dung	Independent member	1,876	1,171
Mr. Pham Quoc Thanh	Member (from 26 April 2023)	858	403
Ms. Nguyen Thi Tam	Member (from 26 April 2023)	-	1,035
		27,323	16,432

		2024	2023
		VND million	VND million
Remuneration/income and operating expenses of the Board of Supervisors		12,214	8,739

Name	Position	2024	2023
		VND million	VND million
Mr . Pham Quoc Thanh	General Director	3,476	1,771
Mr. Nguyen Minh Duc	Deputy General Director	2,621	2,180
Mr. Le Thanh Tung	Deputy General Director	1,928	1,569
Mr. Nguyen Van Hao	Deputy General Director	2,063	2,141
Mr. Nguyen Dang Thanh	Deputy General Director	2,501	1,858
Mr. Tran Hoai Nam	Deputy General Director	2,371	2,054
Mr. Nguyen Canh Vinh	Deputy General Director	3,958	2,601
Mr. Tran Thai Hoa	Deputy General Director	1,615	1,347
Mr. Tran Xuan Huy	Deputy General Director	4,645	806
Mr. Le Thanh Trung	Deputy General Director (from 16 October 2023)	2,700	2,158
Mr. Pham Van Dau	Chief Financial Officer (to 16 December 2024)	1,940	1,359
Ms. Ho Dang Hoang Quyen	Chief Accountant	1,304	1,038

No.	Transaction executor	Relationship with HDBank	Number of shares owned at the beginning of the period		Number of shares owned at the end of the period		Comparison of the end and the beginning of the period		Reasons for increasing, decreasing (purchasing, selling, converting, rewarding, ...)
No.	Transaction executor	Relationship with HDBank	Number of shares	Percentage	Number of shares	Percentage	Number of shares	Percentage
1	Nguyen Thi Phuong Thao	Permanent Vice Chairwoman	107,661,173	3.703%	108,961,173	3.722%	1,300,000	0.019%	To purchase shares issued under the Employee Stock Ownership Program (ESOP) in compliance with regulations
2	Nguyen Huu Dang	Permanent Vice Chairman	80,201,183	2.758%	80,401,183	2.746%	200,000	-0.012%	To purchase ESOP shares in compliance with regulations
3	Nguyen Thanh Do	Permanent Vice Chairman	-	-	270,000	0.009%	270,000	0.009%	To purchase ESOP shares in compliance with regulations
4	Luu Duc Khanh	Permanent Vice Chairman	8,339,363	0.287%	8,579,363	0.293%	240,000	0.006%	To purchase ESOP shares in compliance with regulations
5	Pham Quoc Thanh	BOD Member cum Chief Executive Officer	4,626,725	0.159%	6,786,525	0.232%	2,159,800	0.073%	To purchase ESOP shares in compliance with regulations To transact in accordance with Article 33 of Circular 96
6	Dao Duy Tuong	Chief of the BOS	79,709,988	2.741%	79,784,988	2.725%	75,000	-0.016%	To purchase ESOP shares in compliance with regulations
7	Le Thanh Tung	Deputy Chief Executive Officer	268,125	0.011%	1,036,543	0.035%	768,418	0.025%	To purchase ESOP shares in compliance with regulations To transact in accordance with Article 33 of Circular 96
8	Nguyen Minh Duc	Deputy Chief Executive Officer	254,456	0.009%	967,556	0.033%	713,100	0.024%	To purchase ESOP shares in compliance with regulations To transact in accordance with Article 33 of Circular 96
9	Tran Hoai Nam	Deputy Chief Executive Officer	2,190,964	0.075%	2,990,464	0.102%	799,500	0.027%	To purchase ESOP shares in compliance with regulations To transact in accordance with Article 33 of Circular 96
10	Tran Thai Hoa	Deputy Chief Executive Officer	-	0.000%	720,000	0.025%	720,000	0.025%	To purchase ESOP shares in compliance with regulations
11	Nguyen Dang Thanh	Deputy Chief Executive Officer	-	-	750,000	0.026%	750,000	0.026%	To purchase ESOP shares in compliance with regulations
12	Nguyen Van Hao	Deputy Chief Executive Officer	184,000	0.006%	934,000	0.032%	750,000	0.026%	To purchase ESOP shares in compliance with regulations
13	Pham Van Dau	Chief Financial Officer	125,485,767	4.316%	126,232,167	4.312%	746,400	-0.004%	To purchase ESOP shares in compliance with regulations To transact in accordance with Article 33 of Circular 96
14	Ho Dang Hoang Quyen	Chief Accountant	136,456	0.005%	559,856	0.019%	423,400	0.014%	To purchase ESOP shares in compliance with regulations To transact in accordance with Article 33 of Circular 96
15	Tran Xuan Hiep	Affiliated party of Internal Person	325	0.000%	-	0.000%	(325)	0.000%	To transact in accordance with Article 33 of Circular 96

Partner	Relationship with HDBank	Business Registration/ ID No.	Address	Resolution/Decision		Content
				No	Date
HD SAISON Finance Company Limited	Subsidiary	0304990133	8^th, 9^th, 10^th Floor, Gilimex Building, 24C Phan Dang Luu Street, Ward 6, Binh Thanh District, Ho Chi Minh City	02/2024/QĐ-HĐQT	January 05, 2024	Amendment and supplement to credit conditions for HD SAISON Finance Company Limited
HD SAISON Finance Company Limited	Subsidiary	0304990133	8^th, 9^th, 10^th Floor, Gilimex Building, 24C Phan Dang Luu Street, Ward 6, Binh Thanh District, Ho Chi Minh City	75/2024/QĐ-HĐQT	February 05, 2024	Increase in transaction limit for HD SAISON Finance Company Limited
PetroVietnam Oil Joint Stock Corporation (PVOIL)	Related person of the Internal Person	0305795054	14^th-18^th Floor, Petro Vietnam Tower, 1-5 Le Duan Street, Ben Nghe Ward, District 1, Ho Chi Minh City	147/2024/QĐ-HĐQT	March 20, 2024	Renewal of credit limit for PetroVietnam Oil Joint Stock Corporation (PVOIL)
HD Securities Corporation	Related person of the Internal Person	0304765811	3B & 9^th Floor, 58 Nguyen Dinh Chieu Street, Da Kao Ward, District 1, Ho Chi Minh City	202/2024/QĐ-HĐQT	April 22, 2024	Granting of credit to HD Securities Corporation
HD SAISON Finance Company Limited	Subsidiary	0304990133	8^th, 9^th, 10^th Floor, Gilimex Building, 24C Phan Dang Luu Street, Ward 6, Binh Thanh District, Ho Chi Minh City	272/2024/QĐ-HĐQT	May 28, 2024	Renewal of transaction limit for HD SAISON Finance Company Limited
HD Securities Corporation	Related person of the Internal Person	0304765811	3B & 9^th Floor, 58 Nguyen Dinh Chieu Street, Da Kao Ward, District 1, Ho Chi Minh City	282/2024/QĐ-HĐQT	May 30, 2024	Increase in credit limit and amendment to credit conditions for HD Securities Corporation
Vietjet Aviation JSC	Related person of the Internal Person	0102325399	302/3 Kim Ma Street, Ngoc Khanh Ward, Ba Dinh District, Hanoi	343/2024/NQ-HĐQT	June 28, 2024	Periodic review of credit limit for Vietjet Aviation JSC
HD SAISON Finance Company Limited	Subsidiary	0304990133	8^th, 9^th, 10^th Floor, Gilimex Building, 24C Phan Dang Luu Street, Ward 6, Binh Thanh District, Ho Chi Minh City	344/2024/QĐ-HĐQT	June 28, 2024	Amendment to transaction limit for HD SAISON Finance Company Limited
Sovico Group JSC	Related person of the Internal Person	0101205067	1101, PACIFIC PLACE Building, 83B Ly Thuong Kiet Street, Hoan Kiem District, Hanoi	396/2024/QĐ-HĐQT	September 25, 2024	Issuance of a bid bond worth USD 8,585,500 for Sovico Group
The framework of transactions with Related Parties				195/2024/NQ-HĐQT	April 15, 2024	The approval of contracts, transactions with Related Parties of which value or limit for each transaction shall less than 20% of HDBank's Charter Capital

Date	Event
January 15, 2024	J.P. Morgan’s Vietnam Tour
February 1, 2024	Investors Conference: HDBank’s Q4 2023 Business Results Report for domestic and international investors
February 27, 2024	Maybank IBG's Discover Vietnam 2.0, hosted by Maybank Securities Limited
February 28, 2024	Vietnam Access Day 2024, hosted by Vietcap Securities Joint Stock Company
March 3, 2024	HDBank’s Investor & Customer Appreciation Conference 2024
March 4-5, 2024	UBS’s OneASEAN Summit 2024, including meetings with institutional investors in Singapore
April 4, 2024	HDBank’s Annual General Meeting of Shareholders 2024 (FY2023)
May 14, 2024	Investors Conference: HDBank’s Q1 2024 Business Results Report for domestic and international investors
May 27-28, 2024	UBS’s Asian Investment Conference 2024, including meetings with institutional investors in Hong Kong
June 19, 2024	Emerging Vietnam 2024, hosted by Ho Chi Minh City Securities Corporation (HSC)
August 7, 2024	Investors Conference: HDBank’s Q2 2024 Business Results Report for domestic and international investors
October 15, 2024	Online seminar “HDBank’s and Banking Sector Outlook,” co-hosted by HDBank and BIDV Securities JSC (BSC) for brokers and investors
November 8, 2024	Investors Conference: HDBank’s Q3 2024 Business Results Report for domestic and international investors
November 27, 2024	Investors Conference for retail customers held at Galaxy Innovation Hub

Date	Event
February 12, 2025	Investors Conference: HDBank’s Q4 2024 Business Results Report for domestic and international investors
February 19, 2025	UBS’s Vietnam Tour
February 26, 2025	Vietnam Access Day 2024, hosted by Vietcap Securities Joint Stock Company
March 3-4, 2025	UBS’s OneASEAN Summit 2024 in Singapore
April 24, 2025	HDBank’s Annual General Meeting of Shareholders 2025 (FY2024)
May 2025	Investors Conference: HDBank’s Q1 2025 Business Results Report for domestic and international investors
June 2025	Emerging Vietnam 2025, hosted by Ho Chi Minh City Securities Corporation (HSC)
August 2025	Investors Conference: HDBank’s Q2 2025 Business Results Report for domestic and international investors
November 2025	Investors Conference: HDBank’s Q3 2025 Business Results Report for domestic and international investors

No	Meeting agenda	Outcome/matters approved
1	Implement the Board of Supervisors’ action plan for 2024. Fulfill requirements of the SBV’s Official Dispatch.	Provide operational objectives for 2024. Implement the directives of the SBV.
2	Conduct regular meetings of the Board of Supervisors and provide direction for internal audit tasks in the coming time.	Focus on reviewing and monitoring the Bank’s credit operations and risk management practices.
3	Report on the internal audit and direct the organization of internal audit activities in the coming time.	Check and monitor credit facilities with high outstanding balance. Review and assess the effectiveness of launched products.
4	Report highlights in HDBank’s operations.	Review, assess the Bank’s operations and analyze the root causes of the identified issues. Review internal audit activities and maintain ongoing supervision of the identified issues.
5	Implement tasks as required by the Banking Inspection and Supervision Agency.	Send an Official Dispatch to respond to the requirements of the Banking Inspection and Supervision Agency in its Official Dispatch, enclosing it with the Audit Report of major credit facilities.
6	Discuss the contents of the Board of Supervisors Report for Q3/2024.	Execute the directives of the Chief of the Board of Supervisors outlined in the Board of Supervisors Report for Q3/2024.
7	Develop/improve audit approaches. Report to the Chief of the Board of Supervisors on a monthly basis as directed.	Enhance auditing methods to increase productivity and ensure the effectiveness of internal audit activities. Conduct monthly inspections and supervision of the Bank’s operations, reporting any identified issues to the Chief of the Board of Supervisors.

CHAPTER 5. CORPORATE GOVERNANCE

EFFECTIVE GOVERNANCE

LEADING TO SUSTAINABLE BENEFITS

Notable Corporate Governance Achievements in 2024

Participation in Corporate Governance Programs in 2024

The Board Of Directors’ assessment of the Bank

Structure and Task Assignment of the Board of Directors

TASK ASSIGNMENT OF THE BOARD OF DIRECTORS

Report on the Performance of the Board of Directors and Independent Board Members in 2024

Key Activities of the Board of Directors in 2024

Activities of Independent Board Members in 2024

Report on the Performance of the Board Committees

Mr. Nguyen Huu Dang

Mr. Nguyen Thanh Do

Mr. Luu Duc Khanh

Mr. Le Manh Dung

Mr. Pham Quoc Thanh

Ms. Nguyen Mai Tram

Mdm. Nguyen Thi Phuong Thao

Mr. Nguyen Huu Dang

Mr. Nguyen Thanh Do

Mr. Le Manh Dung

Mr. Pham Quoc Thanh

Mr. Pham Van Dau

Mdm. Nguyen Thi Phuong Thao

Mr. Luu Duc Khanh

Mr. Pham Quoc Thanh

Mr. Thai Minh Tu

Ms. Nguyen Thi Thu Hang

Mr. Kim Byoungho

Mdm. Nguyen Thi Phuong Thao

Mr. Nguyen Huu Dang

Mr. Luu Duc Khanh

Mr. Le Manh Dung

Mdm. Le Thi Bang Tam

Mr. Chu Viet Cuong

Mr. Pham Van Dau

Mr. Kim Byoungho

Mr. Nguyen Huu Dang

Mr. Tran Thanh Hai (Jimmy)

Mr. Le Van Thanh

Mr. Nguyen Phuc Duong

Mr. Truong Quoc An

Report of the Board of Supervisors

Implementation of Internal audit

Internal Audit system

AUDIT PROCEDURE

Legal and Compliance

STRATEGIC DIRECTION OF LEGAL OPERATIONS IN 2025

1

2

3

4

5

Transactions, remuneration, and benefits of the Board of Directors, Board of Supervisors, and Board of Management

Remuneration, benefits and expenses for each Member of the Board of Directors, Board of Supervisors, and Board of Management

Stock transactions of Internal Persons and their related persons

Assessment of HDBank’s Compliance to Corporate Governance Regulations by the Independent Board Members

Assessment of Corporate Governance performance under the ASEAN Corporate Governance Scorecard

SHAREHOLDER AND INVESTOR RELATIONS

IMPRESSIVE FIGURES ON HDBANK STOCKS AND INVESTOR RELATIONS IN 2024

HDBank’s 2024 market capitalization growth rate

51.8%

HDBank’s 2024 stock price increase

56.9%

The 2024 dividend payout ratio for HDBank’s shareholders

30%

Maintaining a strong presence in leading market indexes

VN30

VN Diamond

VNSI

VNCG50

Six consecutive years of recognition at the prestigious Vietnam Listed Company Awards

6 YEARS

SHAREHOLDER AND INVESTOR RELATIONS

Shareholder, share, and share price breakdowns Shares

Outstanding shares

3,510,142,254 shares

Treasury shares

15,081,522 shares