ĐẠI HỌC UEH

TRƯỜNG KINH DOANH

KHOA TÀI CHÍNH

BÀI TIỂU LUẬN CUỐI KỲ

MÔN: CORPORATE GOVERNANCE AND ETHICS IN FINANCE

ĐỀ TÀI: ANALYZE THE QUALITY OF THE MANAGEMENT

SYSTEM, EXECUTIVE COMPENSATION AND OWNERSHIP
STRUCTURE OF VINAMILK

Giảng viên hướng dẫn: Vũ Việt Quảng

Sinh viên thực hiện: Nguyễn Quang Huy

Lớp – Khoá : FNC06 – K48

Mã số sinh viên: 31221021503

Email : [email protected]
 TABLE OF CONTENTS

INTRODUCTION------------------------------------------------------------------------------------------------------1
PART I: OVERVIEW ABOUT CORPORATION------------------------------------------------2
PART II: QUALITY OF VINAMILK'S MANAGEMENT SYSTEM----------------5
2.1.Organizational structure--------------------------------------------------------------------------------------5
2.1.1 Vinamilk Organizational Chart-----------------------------------------------------------------------5
2.1.2 Management levels: Board of Directors, Board of Management, Board of
Supervisors------------------------------------------------------------------------------------------------------------------7
2.2 Corporate governance policy------------------------------------------------------------------------------9
2.2.1 Regulations of the Board of Directors------------------------------------------------------------9
2.2.2 Regulations on information disclosure and transparency in operations----12
2.3 Management performance evaluation-------------------------------------------------------------13
2.3.1 Performance metrics: Revenue, profit, market share----------------------------------13
2.3.2 Analysis of internal and external factors affecting The quality of the
management system--------------------------------------------------------------------------------------------------15
PART III. EXECUTIVE REMUNERATION AT VINAMILK-------------------------18
3.1. Compensation structure------------------------------------------------------------------------------------18
3.2. Bonus policy------------------------------------------------------------------------------------------------------20
3.3.1 Disclosure of information on executive remuneration--------------------------------22
3.3.2 Assess the level of transparency and fairness in the remuneration
determination process-----------------------------------------------------------------------------------------------23
PART IV. OWNERSHIP STRUCTURE OF VINAMILK----------------------------------26
4.1. Shareholder structure----------------------------------------------------------------------------------------26
4.2. Rights and obligations of shareholders-----------------------------------------------------------28
4.3. Impact of ownership structure on corporate governance of Vinamilk---------29
PART V. OVERALL ASSESSMENT OF THE QUALITY OF THE
MANAGEMENT SYSTEM, EXECUTIVE COMPENSATION AND
OWNERSHIP STRUCTURE OF VINAMILK----------------------------------------------------32
5.1. Strengths-------------------------------------------------------------------------------------------------------------32
5.2. Weaknesses--------------------------------------------------------------------------------------------------------34
5.3. Recommendations to Improve Corporate Governance Quality at Vinamilk
------------------------------------------------------------------------------------------------------------------------------------35
CONCLUSION---------------------------------------------------------------------------------------------------------38
REFERENCES---------------------------------------------------------------------------------------------------------39
 INTRODUCTION

The success and survival of any corporation in the current economy mostly rely
on corporate governance. This is especially true in the competitive dairy
industry, where Vinamilk—one of the leading brands in Vietnam and Asia—
exists. Along with ensuring consistent operations, building an effective
management system, executive compensation plan, and ownership structure for
Vinamilk allows the company to appeal to investors and shareholders. Good
governance is the foundation of effective corporate operation; it also fosters
tremendous trust among colleagues and the society. Supported by the State
Capital Investment Corporation (SCIC), F&N Dairy Investments, and Platinum
Victory Pte Lt as well as international investors, Vinamilk has a continuous
ownership structure owing to important players.
By aligning sustainable development with financial goals and leadership
aspirations, Vinamilk's executive compensation plan is aimed to drive
achievement. Stock options, performance-based incentives, and basic pay that
enable match long-term corporate development with leadership objectives
define compensation. Clear policies and equitable evaluation system of
Vinamilk not only show a commitment to world standards but also serve to
build trust among owners. Under the topic "ANALYZE THE QUALITY OF
THE MANAGEMENT SYSTEM, EXECUTIVE COMPENSATION
AND OWNERSHIP STRUCTURE OF VINAMILK", I therefore chose to
investigate the strengths and limitations of Vinamolk's management system,
executive compensation, and ownership structure.

1
PART I: OVERVIEW ABOUT CORPORATION

Full name: Vietnam Dairy Products Joint Stock Company

Abbreviation: VINAMILK

Logo:

Head office: 36-38 Ngo Duc Ke, District 1, Ho Chi Minh City

Transaction office: 184-186-188 Nguyen Dinh Chieu, District 3, Ho Chi Minh

City

Phone: (08)9300 358 Fax: (08)9305 206

Website: https://www.vinamilk.com.vn

Current charter capital of Vietnam Dairy Products Company: more than 10,068
billion VND

Right currently the charter capital of Vietnam Dairy Products Company is

10,068 billion VND. Established on February 14, 1976, one year after country
reunification, the Vietnam Dairy Products Company proved the importance of
this industry for national development. Originally starting out under the
General Food Directorate, the company—then called as Southern Milk and
Coffee corporation—included four food processing factories: Thong Nhat Milk
Factory, Truong Tho Milk Factory, Dielac Milk Factory, and Bien Hoa Coffee
Factory.

Focusing on milk production and processing under the Ministry of Light

Industry, the company legally renamed itself Vietnam Dairy Products company
(Vinamilk) in March 1992. From three milk-producing factories—Thong Nhat,
Truong Tho, and Dielac Milk Factories—Vinamilk has gradually extended its
distribution network, thereby laying the foundation for market economic
growth. Under this strong development strategy, other factories—including
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Hanoi Milk Factory, Binh Dinh Milk Joint Venture Factory, Can Tho Milk
Factory, Saigon Milk Factory, and Nghe An Milk Factory—were built.

Having a stock code "VNM," the company renamed itself in December 2003 to
Vietnam Dairy Products Joint Stock company. At that time, its assets totaled
over 1,500 billion VND, more than 3,000 brilliant individuals, more than 200
product names, and an annual growth rate of 25%.

Vinamilk has opened eight factories, one company, and is developing three
more after spreading milk and dairy products across the Vietnamese market.
Vinamilk has expanded its dairy products by way of continuous technological
development and technical advancements. From healthy milk to condensed
milk, milk powder, Vinamilk currently claims more than 200 well-known
brands. Comprising a network of around 94,000 sales outlets and more than
183,000 distributors, the growing system covers all 65 provinces. Branches in
Hanoi, Da Nang, Can Tho, and a warehouse firm serve to meet demand in the
market. Vinamilk is currently a leading brand in Vietnam thanks in great part to
its development. The company follows ISO 9001:2000 global management
standards and has HACCP certification. Currently provided to countries such
the USA, Russia, Poland, Germany, Czech Republic, Canada, India, the Middle
East, and Southeast Asia, Vinamilk products have over 75% of the market
share in Vietnam.

Vinamilk's constant goal is to provide customers the greatest, nutrient-dense,

and delectable foods for better health. Using Vinamilk products does not make
consumers worry as they suit people from different backgrounds and age
groups.

Operations of Companies

- Producing and market canned milk, milk powder, nutritional powder,

cakes, fresh milk, soy milk, beverages, and other dairy products

- Trading processed foods, tools, spare parts, supplies, chemicals, raw

materials, machinery

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 - REAL estate, property rental brokerage; warehouse and yard operations;
truck transportation; products loading and unloading

- Producing and marketing alcohol, beer, drinks, processed goods, tea,

ground, roasted, or instant coffee

- Production and distribution of packaging, printing on packaging,

Motto; vision; goal; basic principles; business philosophy

Vinamilk's mission is always to deliver customers the greatest, nutritious, and
mouthwatering products for great health. Using Vinamilk products raises no
consumer issues. Of all ages, everyone might enjoy Vinamilk products.
In the future years, Vinamilk wants Vietnamese consumers to experience
globally approved products produced in Vietnam by Vietnamese companies
under ideal conditions. Apart from dedicated and responsible personnel, first-
rate infrastructure, and one of the most modern laboratories, Vinamilk
assembles a team of top experts both locally and outside to fulfill this goal. All
of whom are driven by a desire to serve the community and next generations
with all their hearts and work hard to provide the best and most perfect
nutritional products. Vinamilk also exhibits this commitment.
"International Quality, Vinamilk Quality" promises to allow us to realize our
mission of earning the hearts of people globally, without respect to borders.
Through aggressive integration to boldly present the Vietnamese brand
worldwide into WTO markets, Vinamilk has ready its human resources,
infrastructure, and commercial capabilities.

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PART II: QUALITY OF VINAMILK'S MANAGEMENT SYSTEM

2.1.Organizational structure

2.1.1 Vinamilk Organizational Chart

Beginning with the General Shareholders' Meeting, the highest decision-

making body, Vinamilk's organizational structure is built on strategic

5
orientations and critical policy choices rely on this body. Board of Directors
(BOD) nominations, and dividend decisions depend on this body as well. The
Board of Directors is the main body in charge of monitoring and guiding the
strategic path of the company. Four specialized teams support the BOD:

- Strategic Committee: Directs and oversees long-term strategic plans.

- Human Resources Committee: Manages personnel matters, including

recruitment and training.

- Compensation Committee: Ensures fair and reasonable compensation

policies.

- Audit Committee: Oversees financial activities and internal audits..

The CEO's obligation is

The CEO is the principal executive with responsibility of implementing the

BOD approved plan. Under authority of significant functional areas, the CEO
supervises a set of executive directors:

- Assures effective risk control and compliance. Director of Internal

Control and Risk Management

- Under guidance of both domestic and foreign business, manages local

and global corporate activities.

- Emphasizing product innovation and manufacturing process

improvements, the Director of Research and Development (R&D)
controls production under manufacturing operations to ensure product
quality.

- Director of Raw Material Development guarantees a constant

manufacturing material supply.

- controls logistics and supply networks under direction to optimize

operational efficiency.

Supporting Functions

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Vinamilk additionally has directors with responsibility of supporting industries
including:

- Marketing promotes products and helps to build the brand.

- By use of market study, strategic planning creates long-term plans.

- Information technology advises digitization and information security.

- Managers of subsidiary companies ensure ongoing operations by means

of their control.

Reviewing By properly arranging itself with particular roles assigned to every

department, Vinamilk ensures managerial transparency and efficiency overall.
Working together among the specialty committees and the CEO helps
Vinamilk to maintain operational flexibility and quick response to market
developments. This structure enables Vinamilk to keep both in top shape in the
Vietnamese dairy industry and in breaking into global markets.

2.1.2 Management levels: Board of Directors, Board of Management,

Board of Supervisors

Table 1 Management Levels at Vinamilk

Management Members Roles and Responsibilities

Level

Board of Chairman, Oversees strategic direction, high-

Directors Independent level decision-making, and company
Members, Non- policies. Supervises the Executive
Executive and Board and ensures accountability.
Executive Directors

Executive CEO, CFO, and Responsible for daily operations,

Board Senior Managers executing strategies set by the
Board, and managing core functions
across departments.

Supervisory Audit Committee Monitors financial compliance,

Board conducts audits, and assesses risk
management. Ensures legal and
regulatory adherence.

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Vinamilk's management system is supposed to provide excellent control,
responsible government, and effective operations. Comprising the Board of
Directors (BOD), Executive Board, and Supervisor Board, this structure assists
the company to overcome challenges and promote notable growth.

Board of Directors, or BOD, The BOD has greatest influence on Vinamilk's

management structure. It encompasses independent members, non-executive,
executive directors from all backgrounds and backgrounds. The BOD mostly
has to establish the strategic direction of the company by making significant
high-level decisions affecting stability and growth of Vinamilk. The board
consists of Mr. Nguyễn Hạnh Phúc and Ms. Mai Kiều Liên, a major executive
member and CEO under the guidance of an independent chairperson. Both of
these are fairly crucial in pointing the business in the direction of profitable and
environmentally friendly activities.

Frequent BOD meetings guarantee that strategic choices represent stakeholder

interests as they enable the discussion and approval of such decisions. It also
oversees Executive Board behavior, therefore ensuring compliance with
business policies and procedures. Furthermore, BOD sub-committees like the
Strategy Committee and the Pay Committee provide specific help via means of
focused research and recommendations on strategy development and pay
system.

Council of Executes The Executive Board under CEO Ms. Mai Kiều Liên
supervises the implementation of the suggested strategies. This team runs daily
operations of Vinamilk, ensuring flawless operating across many departments
—including finance, marketing, supply chain, and production. Important
members like CFO Mr. Lê Thành Liêm and other top executives provide
professional knowledge that supports effective leadership in their particular
fields.

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Operational flexibility is one of the assets of the Executive Board as it enables
the strategic goals of the company to match the dynamics of the current market
and competitive surroundings. Fundamentally, the Executive Board is focused
on simple objectives such increasing factory efficiency, broadening product
varieties, and thus enhancing market reach. Working closely with department
heads, the Executive Board ensures perfect integration of plans throughout
Vinamilk's many operations, from manufacturing to distribution. The image of
Vinamilk as a leading dairy brand rests on this constant degree of management,
especially because the company maintains expanding in local and international
markets.

Senior Executive Board At Vinamilk, keeping responsibility and transparency

mostly rests on the Supervisory Board. It generally affects regulatory
compliance, financial operations, and risk management. Regular internal audits,
financial statement checks, and company general risk context analysis by the
Audit Committee within the Supervisor Board Apart from these audits, the
Supervisory Board interacts with independent auditors to verify the financial
state of the company and provide a fair assessment on compliance.

Especially in relation to operational and financial compliance, Vinamilk's

Supervisory Board has been very useful in identifying and lowering risks. This
supervision assures Vinamilk respects national and international standards,
thereby maintaining the company's reputation among investors and
stakeholders. Through regular meetings with the Executive Board, the
Supervisory Board ensures that operational activities and regulatory criteria
line up, therefore safeguarding Vinamilk's long-term growth.

2.2 Corporate governance policy

2.2.1 Regulations of the Board of Directors

Table 2 Operating regulations of the Board of Directors at Vinamilk

Content Detail

Principle of Operating on the principle of collective responsibility;

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 operation each member of the Board of Directors has personal
responsibility for the assigned tasks, ensuring solidarity
in the company's leadership.

Key Roles and - Monitoring and approving the company's long-term

Responsibilities strategic direction. - Review and approve annual
business plans and risk management policies.- Ensure
compliance with laws and regulations and implement
corporate social responsibility.

Regulations on Approving projects valued at VND 300 billion or more

investment or outward investment projects, including mergers and
approval acquisitions, mergers and divestments; ensure that
major investment decisions are carefully considered to
optimize shareholder benefits.

Regulation on Closely supervise the activities of the Board of

Governance Directors to ensure the proper implementation of the
Supervision approved plans; require regular reporting on the
progress of projects, especially investments and risk
management.

Commitment to Ensure the company complies with policies on

sustainable sustainable development and social responsibility. The
development Sustainability Report has been prepared by the
company since 2012 and independently audited since
2016 to ensure transparency, objectivity and improve
trust from shareholders and the community.

Modern conceptions of corporate governance guide Vinamilk's Board of

Directors (BOD) plans for 2023 toward efficiency, transparency, and a
commitment to sustainable development toward These standards abound in
basic traits like operational principles, main responsibilities and tasks,
investment approval regulations, governance monitoring legislation, and a
dedication to sustainability.

Driving Factors

The foundation of the BOD policies of Vinamilk is collective responsibility.

Every BOD member not only contributes to the board's decisions on group
basis but also completes certain responsibilities. This concept ensures that
every BOD member voices their opinions and owns their decisions, therefore
10
promoting unity in leadership. This is crucial as a good governance structure
relies on outstanding coordination and consensus among members to allow the
BOD to make informed decisions benefitting the company and the common
interests of the shareholders.

Points of Authority and Responsibility Main Points

Apart from evaluating and authorizing annual corporate plans and risk
management strategies, the BOD of Vinamilk supervises and approves the
long-term strategic orientation of the company. This assures the company
respects legal guidelines and meets its social responsibilities.

Policies for Valuation of Investment

Approval of projects at least 600 billion VND or more as well as overseas

investments including mergers, acquisitions, and divestments rests with the
BOD at Vinamilk. This helps the BOD to better control important investment
activities, thereby ensuring that every investment decision is thoroughly
considered based on financial and risk factors. Through means of development
opportunities that complement long-term business strategies, this approach
allows the company to optimize financial resources and protect shareholder
interests. Tight control of significant investments ensures continuous expansion
of the company and helps to prevent financial risks.

Under review a track under review. Rules of Governance

The BOD monitors closely Executive Board operations to ensure effective

implementation of approved plans. Especially in terms of risk management and
investments, the Executive Board has to routinely record project progress. This
control allows the BOD to quickly modify his or her plans in case any dangers
or discrepancies appear. Regular reporting and continuous progress analysis
help the BOD to maintain operational status, sustain management's
transparency, and make prompt choices protecting shareholder interests.

Dedication for Environmental Enhancement

Policy of social responsibility and sustainable development define the BOD at

11
Vinamilk. Since 2012, Vinamilk has been creating sustainability reports;
independent audits done since 2016 ensure reliability, transparency, and
objectivity. Using sustainability reports not only helps Vinamilk retain its
identity but also demonstrates its social and environmental consciousness. This
dedication is crucial for the company's growth plan as it helps Vinamilk
establish confidence among stakeholders and the local population, therefore
strengthening its reputation as a top brand in the dairy sector of Vietnam.

2.2.2 Regulations on information disclosure and transparency in

operations

Table 3 Regulations on Information Disclosure and Transparency in

Vinamilk's Operations

Principle Detail

Principles of Vinamilk is committed to complying with the transparent,

information fair and timely disclosure of information to all
disclosure shareholders and stakeholders. Information when
published is sent to all members of the Board of Directors,
the company's management department and relevant
functional departments to monitor the accuracy and
completeness.

Ease of Access Ensure that information is publicly disclosed through

to Information various media channels such as Vinamilk's website, mass
media pages, and shareholder portals, with information
provided in both Vietnamese and English to support
international shareholders.

Meet and Regularly organize seminars to meet investors, periodic

Interact with meetings with the participation of the General Director and
Investors members of the Executive Board to update the business
situation. Investors are also invited to visit the company's
production facilities.

Non-Financial The Board of Directors is committed to disclosing

Information information on environmental, social, and sustainable
Disclosure development indicators, meeting ESG governance
standards to improve the company's transparency and
social responsibility.

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Vinamilk's operating values show a clear and effective approach to information
dissemination. Vinamilk first quickly and honestly communicates information
with all the owners and stakeholders by means of many channels of contact.
The company ensures that all disclosed material is communicated
simultaneously with the Board of Directors and relevant departments so as to
maintain accuracy and transparency in the offered information.
On its communication channels, Vinamilk maintains bilingual content in both
Vietnamese and English in order to increase openness and accessibility, hence
facilitating fast knowledge acquisition for abroad investors. Vinamilk also lets
guests view its production facilities and sets investor meetings. This approach
maintains good contacts with investors, provides information and opportunities
to understand better the manufacturing technologies and company operations.
Vinamilk stresses exposing non-financial information on social and
environmental obligations as indicated by its annual sustainability and
environmental reports. This improves Vinamilk's public image and reputation
as well as shows its social consciousness for the society.

2.3 Management performance evaluation

2.3.1 Performance metrics: Revenue, profit, market share

The management effectiveness of dairy companies in Vietnam may be

evaluated by means of their market share, which represents their
competitiveness, success in growth goals, and ability to serve customer wants.
Leading with forty percent of the market share, Vinamilk is a shining model of
good management. With a diverse product variety and a production and

13
distribution network covering the entire country, Vinamilk meets consumer
needs and quality demands.From brand development and product development
to expanding distribution channels, Vinamilk's dominance in market share
shows the effectiveness of its management approaches, therefore allowing the
company to maintain its leading position in a highly competitive field.

Between 2020 and 2023 indicators of income and profitability enable one to
evaluate Vinamilk's management performance. Analyzing these figures enables
us to understand the complete picture of the performance of financial
management and capability for preserving commercial activities of the
company.

From 59,636 billion VND in 2020 to 60,919 billion VND in 2021 Vinamilk's
net income increased. Revenue fell slightly to 59,956 billion VND in 2022 then
rebated to 60,368 billion VND in 2023. This fluctuation suggests that Vinamilk
finds it challenging to boost its revenue, maybe due to other market
circumstances or a competitive company environment. Still, the continuous
revenue indicates that the company is maintaining its position in the market in
spite of difficulties.

14
Vinamilk's gross income declined from 27,668 billion VND in 2020 to 24,540
billion VND in 2023. This suggests that the company could be under control
regarding expenses, especially growing raw material costs, thereby lowering
profit margins. The decline in gross profit influences not only the management
efficiency but also the production optimization and cost control required to
increase gross profit.

From 13,539 billion VND in 2020 to 10,903 billion VND in 2023 Vinamilk's
main business activities also produced a net profit down from Although this is
a notable decline, maintaining a net profit of 10,000 billion VND shows that
the company is still profitable and has strong commercial activities. This might
result from the company's attempts, despite major challenges, to appropriately
manage costs and optimize production processes.

At last, also revealing Vinamilk's performance is after-tax profit (LNST). From

11,235 billion VND in 2020 LNST decreased to 9,021 billion VND in 2023.
LNST for the parents' investors also reduced from 11,098 billion VND in 2020
to 8,873 billion VND in 2023. Vinamilk is still profitable and generating value
to its investors even if LNST has decreased.

2.3.2 Analysis of internal and external factors affecting The quality of the
management system

Table 4 Analyzing the internal and external factors that influence the
quality of Vinamilk’s management system

Factor Factor Details Impact on Management

Type Quality

Internal Company Vinamilk’s corporate Ensures a clear separation

Factors Structure governance model of powers, contributing to
includes the General accountability and
Meeting of effective decision-making.
Shareholders, Board
of Directors (BOD),
and the Executive
Board.

15
 Financial High total revenue Provides strong financial
Resources with steady growth capability for operational
(over 60 trillion expansion, investment in
VND in 2023). R&D, and sustainable
development initiatives.

Technological Investment in digital Enhances operational

Capabilities transformation, efficiency, innovation, and
including supply competitiveness in
chain optimization domestic and international
and sustainable markets.
production methods.

Corporate Emphasis on Promotes a collaborative

Culture responsibility, environment, aligns with
transparency, and stakeholders’
sustainability as core expectations, and
values. enhances the company’s
brand reputation.

Workforce Diverse and skilled Enhances productivity,

workforce, with innovation, and
continuous operational efficiency.
investment in Attracts and retains talent
training, especially aligned with Vinamilk’s
in young talent and growth goals.
Gen Y-Z employees.

Sustainability Strong focus on Builds long-term

Initiatives sustainability, with stakeholder trust, aligns
initiatives like “Net with global standards, and
Zero 2050” and enhances brand reputation,
transparent annual directly impacting the
environmental and management quality and
sustainability overall company image.
reports.

External Market High demand for Drives the management to

Factors Demand quality dairy innovate and maintain
products in both quality standards, creating
domestic and a competitive edge and
international meeting customer
markets, with expectations.
growing interest in
health and wellness

16
 products.

Regulatory Adherence to Ensures compliance with

Compliance international quality industry standards, avoids
and environmental regulatory risks, and
standards (ISO, upholds the brand's
HACCP) and reliability in the market.
Vietnamese laws.

Economic Impacted by global Requires the management

Conditions economic to adopt flexible
fluctuations, strategies, optimize costs,
inflation, and interest and manage risks to
rates, affecting sustain profitability and
consumer purchasing growth during economic
power. downturns.

Competitive Facing strong Pushes the management to

Environment competition continuously innovate,
domestically and diversify products, and
internationally from improve marketing
brands like strategies to retain market
FrieslandCampina, share and stay ahead of
TH True Milk, and competitors.
Nestlé.

Technological Advancements in Encourages the

Advancements production management to invest in
technology, supply advanced technologies to
chain management, improve efficiency, reduce
and e-commerce costs, and enhance
expansion. customer experiences.

Environmental Increased focus on Drives the company’s

Concerns reducing carbon commitment to
footprint and sustainability, impacting
sustainable sourcing decision-making,
in response to global investments, and
and local operations that align with
environmental long-term environmental
standards. goals and community
expectations.

Customer Growing preference Encourages the

Preferences for organic and eco- management to focus on
friendly products, product diversification,
17
 especially among R&D, and sustainable
younger consumers. packaging to meet
evolving customer
preferences and maintain a
loyal customer base.

PART III. EXECUTIVE REMUNERATION AT VINAMILK

3.1. Compensation structure

Table 5 Vinamilk's executive compensation components

Compensation Description 2023 Data

Component

Basic Salary Fixed monthly salary for - CEO (Mai Kiều Liên):
each executive, determined Receives an average
based on position, monthly salary of 404
responsibilities, and million VND.
performance. - Other Executives: Average
monthly salary of 242
million VND for key roles.

Bonuses Performance-based bonuses - Includes bonuses on

awarded for achieving special company occasions
annual business targets and and milestones,
strategic goals. incentivizing executives to
reach targets.
- Specific bonus amounts
are variable and goal-
dependent.

Stock Options Stock options provided to - Offered at a discounted

executives to align their rate, intended to retain top
interests with long-term talent and align executives'
company success. interests with shareholder
value growth.
- Detailed stock option
figures not specified.

Vinamilk's executive compensation strategy is clear: a basic salary, performance-

based incentives, and stock options, meant to inspire executives and fit their interests
with the company's growth.
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Average monthly remuneration for Vinamilk's CEO, Mai Kiều Liên, is 424 million
VND. Other key executives get an average monthly salary of 242 million VND,
depending on their roles and responsibilities. Any executive's fixed salary depends on
their degree of responsibility, expertise, and contribution; so, this guarantees their
competitive pay within the industry. For example, the Chief Financial Officer—who
also serves as an executive director—have a similar compensation scale, which
represents their enormous responsibility in monitoring Vinamilk's financial health and
reporting.

At Vinamilk, bonuses are closely connected to performance criteria both yearly and
via particular performance-oriented goals. Reaching specific targets in areas like
operational efficiency, market expansion, and revenue growth qualifies for these
incentives in many spheres. Although the bonus amounts are unknown for every
executive, this method ensures that rewards are closely related to both short-term
success and long-term growth goals, thus encouraging alignment with the corporate
business strategy.

Vinamilk's executives have recommended price of stock options under qualifications.

This equity component is very crucial for connecting executive incentives with
shareholder interests as it drives executives to focus on improving the stock value and
overall market performance. By providing stock options, Vinamilk encourages
leadership among its executives to achieve sustainable growth and maintain the
company leading in the dairy business. Although current reports do not provide
precise stock option information, the structure implies top management is driven for
the long-term survival and growth of Vinamilk.

Considering Vinamilk's commitment to retain exceptional leaders, this compensation

schedule ensures the executives are motivated for long-term growth as well as for
instant success. Stock options, results-based incentives, and reasonable compensation
all enable Vinamilk to maintain a steady and competent management team fit for
steering the company both within the competitive local market and in its expanding
global presence.

3.2. Bonus policy

Table 6 Vinamilk's bonus policy for 2023

Bonus Description 2023 Data
19
 Component
Revenue Bonuses are awarded based on Key targets
Growth achieving or surpassing annual achieved with
revenue targets, with significant consistent revenue
focus on maintaining steady market at 60.37 trillion
growth. VND

Market Share Expanding Vinamilk’s market share, Expanded presence

Expansion both domestically and internationally, across 56 countries
is a major bonus criterion, evaluated
through periodic sales performance
and successful entry into new
markets.
Operational Performance bonuses for Efficiency
Efficiency improvements in production and cost- strategies
saving measures, particularly in areas implemented in
like logistics, manufacturing Mộc Châu, Vilico
efficiency, and distribution channels. projects

Sustainability Achievements in sustainable Aligned with

Initiatives practices, including emission Vinamilk’s 2050
reduction and waste management. Net Zero goal

At Vinamilk, the desire and performance of the leadership team is strongly

influenced by executive compensation, which comprises stock options, basic
salary, and performance incentives. This all-encompassing compensation
structure promotes both quick results and long-term value growth by helping to
connect people motivations with corporate goals. Knowing the specific
elements of this structure—based on accurate facts from 2023—helps one to
understand how compensation influences executive motivation for Vinamilk.
First of all, Vinamilk's compensation plan is based on base salary, which
assures financial stability and fairly depicts the responsibilities, experience, and
performance of every executive. The CEO, Mai Kiều Liên, received an average
monthly salary of404 million VND in 2023 while other significant executives
got around 242 million VND. Apart from a regular salary, this minimum wage
demonstrates Vinamilk's competitive strategy on the market, which attracts and
preserves ability in a cutthroat industry. Senior managers with a well-organized
base pay find stability and security that helps them concentrate on strategic

20
objectives free from the urgent needs of performance-based compensation. This
component helps executives to concentrate their efforts on sustainable growth
and effective management as it lays the basis for linking personal incentives
with the goal of the company.

Since the actions of executives should complement Vinamilk's strategic

objectives, performance-based compensation is quite important. These
incentives are determined by many performance factors like revenue growth,
market share expansion, operational efficiency, and sustainability programs.
Rising in popularity in 56 countries, Vinamilk consistently generates money in
2023—60.37 trillion VND. Performance incentives actively compensate
executives for successful performance by clearly defined, quantifiable targets,
therefore motivating them to focus on accomplishing both financial objectives
and market growth. Executives see obvious cash gains associated with
company performance, hence this approach promotes results-oriented
leadership and responsible behavior. For sales and market share, for example,
achieving goals assures rewards, therefore closely linking personal and
corporate success.
Moreover, stock options provide long-term incentives that support the goals of
Vinamilk's leadership to be in line with those of the shareholders, therefore
promoting ownership. Using stock options, executives may purchase less
shares, thus vested in Vinamilk's long-term stability and growth. Although the
figures for stock options in 2023 are not disclosed, it is very clear that equity
incentives are essential in maintaining top executives and ensuring their focus
on the future of the company continues. Stock options are extremely effective
in motivating CEOs to implement long-term, sustainable strategies as their
personal financial advantage directly ties to Vinamilk's market value. By
providing stock options, Vinamilk encourages executives to be innovative, give
strategic projects high priority, and continuously improve operational
efficiency as these actions contribute to increase the share price and thus,
personal financial advantages.
Attracting many motivational elements of the executive team, the
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comprehensive nature of Vinamilk's compensation scheme enables a harmony
between now and future advantages. For example, although performance-based
bonuses and stock options deliver both short-term and long-term incentives,
basic pay offers immediate stability. This helps leaders to not only meet annual
targets but also give sustainable growth high importance. In a dynamic market
where maintaining competitive advantage relies on flexibility and long-term
planning, this structure is very advantageous. Taken together, these
compensation components help Vinamilk create a proactive leadership team
committed to sustainability, innovation, and expansion—all of which are very
essential for the company's future.
Vinamilk's compensation plan also promotes loyalty and reduces executive
turnover as competitive pay and clear growth opportunities draw more
executives to remain with the company. In a field where effective management
is absolutely vital for managing regulatory changes, market competition, and
shifting consumer expectations, such constancy in the leadership team is
invaluable. Executives who are driven by both long-term benefits (via stock
options) and instant incentives (such as bonuses) are more likely to remain
focused on Vinamilk's strategic objectives, therefore enhancing the operational
consistency and market position of the business.
3.3. Transparency in remuneration of Vinamilk's management system

3.3.1 Disclosure of information on executive remuneration

Aspect Details

Disclosure of Vinamilk provides comprehensive and timely

Executive disclosures regarding executive compensation in their
Compensation annual reports and on their official website. This
includes base salary, bonuses, and other financial
incentives for executives. In 2023, the average monthly
salary for the CEO was disclosed as 404 million VND,
with key executives earning an average of 242 million

22
 VND. Regular updates help shareholders understand the
structure and incentives aligning executive performance
with company objectives.

Fairness and Vinamilk’s compensation process is conducted with an

Transparency in emphasis on market alignment and performance-based
Compensation fairness. Collaborating with compensation consultants
Process like Mercer, the company structures its incentives
competitively, aiming to attract top talent and retain
current leaders. Performance metrics like revenue
growth and market expansion are primary benchmarks,
ensuring that compensation reflects both individual and
corporate achievements. This transparent approach
helps reinforce trust among shareholders by aligning
compensation with transparent, measurable goals,table
reflects Vinamilk's dedication to transparency and
equity in executive compensation, aiming to foster
shareholder trust and uphold industry standards.

3.3.2 Assess the level of transparency and fairness in the remuneration

determination process

Emphasizing specific figures for 2021 and 2022, Vinamilk has made extensive
public disclosures on the Executive Board's remuneration as well as the salary
of Board of Directors' members. This statement demonstrates the company's
will to maintain financial transparency, which is very essential for building
shareholder and investor trust.

Compensation Requirements

On boards: membership The Board of Directors's whole remuneration for 2022

is VND 2,411 million, compared to VND 1,280 million in 2021. This increase

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might be the outcome of intentional improvements or better participation of
members in corporate governance.

General director Ms. Mai Kieu Lien paid an average monthly salary in 2022
VND 366 million, a small increase over VND 366 million in 2021. The top
leadership post's compensation policy exhibits steadiness here.

Extra Directors: Executives compensation, on average VND 167 million, down

from VND 218 million in 2021. One might find the reasons of this decline in
performance modifications or reorganizing.

Different remuneration among members represent different roles and

responsibilities within equity. For instance, the Chairman and CEO get more
compensation as they have more responsibility and more impact on the
direction of the business.

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Consistent adherence to evaluation criteria assures every member of receiving
the appropriate pay for their contributions.

Conclusion, Vinamilk has done a great job of increasing shareholder trust as

well as market reputation of the company by clearly stating CEO pay. The pay
determination process seems to be carried out reasonably and logically
depending on the actual contribution of every worker to the overall expansion
of the company.
Maintaining transparency and fairness in financial management would help
Vinamilk fulfill its long-term strategic goals and sustainable future
development.

PART IV. OWNERSHIP STRUCTURE OF VINAMILK

4.1. Shareholder structure

Table 7 Table outlining the shareholder structure of Vinamilk

No. Shareholder Shares Held Ownership
Percentage
1 State Capital Investment 752,476,602 36.00%
Corporation (SCIC) shares
2 F&N Dairy Investments Pte 369,752,859 17.69%
Ltd shares
3 Platinum Victory Pte. Ltd. 221,856,553 10.62%
shares
4 F&NBEV Manufacturing Pte. 56,432,376 2.70%
Ltd. shares
5 Fubon FTSE Vietnam ETF 26,733,100 1.28%
shares
6 Employees Provident Fund 26,565,864 1.27%
Board shares
7 Vanguard International Value 21,924,100 1.05%
Fund shares
8 Matthews Pacific Tiger Fund 17,993,828 0.86%
shares
9 VanEck Vietnam ETF 15,070,141 0.72%
shares
10 Norges Bank 10,807,900 0.52%
shares
11 Manulife (Vietnam) Co., Ltd. 9,695,600 shares 0.46%
12 Mawer Global Small Cap 9,531,593 shares 0.46%

25
 Fund
13 KIM Vietnam Growth Equity 9,485,900 shares 0.45%
Fund
14 Merrill Lynch International 9,407,528 shares 0.45%
15 BL 9,017,280 shares 0.43%
16 Citigroup Global Markets 8,631,945 shares 0.41%
Limited
17 Pzena Emerging Markets 8,583,500 shares 0.41%
Value Fund
18 Invesco Asian Fund (UK) 7,855,100 shares 0.38%
19 Invesco Funds 7,403,500 shares 0.35%
20 Government of Singapore 7,274,316 shares 0.35%
Total Top 20 Shareholders 1,606,499,585 76.9%
Combined shares
A few large shareholders—especially State Capital Investment Corporation
(SCIC), F&N Dairy Investments Pte LTD, and Platinum Victory Pte. LTD—
have effectively control of the concentration of power at Vinamilk with
ownership shares of 36%, 17.69%, and 10.62%, respectively. Together owning
over 65% of the firm's shares, these three major shareholders concentrate a lot
of influence inside the corporation. From management structure changes to
long-term development plans and investment projects, this ownership
percentage clearly shows their huge impact on important decisions.

Having 36% of the shares, SCIC, the largest investor, directly and violently
influences Vinamilk. SCIC has the ability to lead the strategic decisions of the
company with this degree of responsibility, thereby ensuring that significant
decisions need the consent of the state shareholder. Vinamilk benefits also from
maintaining strong ties with the government, ensuring legal stability, and
supporting local development projects. However, SCIC's involvement may
limit certain innovative ideas, especially in situations where adaptation to
competitive markets asks for flexibility.

Also relatively significant members of the shareholder council are F&N Dairy
Investments and Platinum Victory Pte. LTD., two foreign owners holding
17.69% and 10.62% respectively. Especially in terms of reaching overseas
markets, improving technology, and efficient management, they might

26
influence Vinamilk's course of expansion. By way of their international
experience and worldwide relationships, these two investors may help
Vinamilk become more competitive in the global market. However, foreign
investors often focus on profit and share value optimization, which might
create issues with the state shareholder especially in decisions on long-term
investments and sustainable development.

This level of power concentration benefits Vinamilk as well as disadvantages.

Positively, especially in light of market threats, the presence of major
shareholders assures stability and sustainability for the company. This
concentration also enables Vinamilk to maintain a constant strategic
orientation, therefore reducing any conflicts of interest between small and large
shareholders. The agreement among the major owners also accelerates and
helps in decision-making.

4.2. Rights and obligations of shareholders

Table 8 the rights and obligations of Vinamilk shareholders

Aspect Details

Voting Rights and - Right to Vote: Shareholders have the right to

Participation in participate and vote at the Annual General Meeting of
Key Decisions Shareholders (AGM) either in person or by proxy. This
voting includes decisions on major topics, such as the
election of the Board of Directors and approval of
financial statements.
- Participation in Key Decisions: Major decisions,
such as mergers, restructuring, and large transactions
(typically above 35% of total assets), require a 75%
approval vote from attending shareholders or 85%
approval in cases where votes are collected in writing.

System for - Equitable Treatment: Vinamilk adheres to

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 Protecting Minority regulations that ensure fair treatment of all
Shareholders shareholders, including minorities and foreign
investors. This includes accurate, transparent, and
timely disclosure of information, allowing
shareholders to make informed decisions.
- Rights for Minority Shareholders: Minority
shareholders holding at least 10% of shares are granted
the right to add issues to the AGM agenda and review
essential company documents. Additionally, they can
request management oversight on critical issues as
needed, fostering transparency and shareholder
inclusivity.

Information Access - Documentation Access: All relevant meeting

and Documentation documents (such as meeting minutes and resolutions)
are available on Vinamilk's website, in both
Vietnamese and English, allowing both local and
international shareholders to access information.
- Online Participation: For remote shareholders,
AGMs are available online, enabling participation
regardless of geographical location, ensuring equitable
involvement for all shareholders.

4.3. Impact of ownership structure on corporate governance of Vinamilk

The ownership structure of Vinamilk greatly affects its corporate governance as

it sets strategic direction, balances of interests among many stakeholders, and
guides decision-making process. By way of ownership concentration, major
shareholders such as the State Capital Investment Corporation (SCIC) and
overseas investors such as F&N Dairy Investments Pte LTD and Platinum
Victory Pte LTD significantly influence Vinamilk's governance structure and
strategy.

28
Effect of Common Shareholders on Strategic Decisions
Since SCIC owns 36% of Vinamilk's shares, the government basically
substantially influences the strategic direction of the company. Being the
majority shareholder, SCIC might influence or even determine significant
corporate decisions, especially those pertaining to government objectives such
as social responsibility, public health, and sustainability, especially those in
accordance with Especially in the dairy sector, which is rather important for
public nutrition and health, SCIC's major ownership provides continuity in
leadership and promotes Vinamilk's link with national objectives. However,
SCIC's supremacy might also lead to a wary approach to decision-making.
Sometimes government-driven goals limit flexibility in applying quick market
innovations or responding to dynamics of competition, therefore influencing
Vinamilk's potential to seize fresh opportunities or alter course.
Driving Global Standards and Innovation: The Value of Foreign
Ownership
Foreign investors—particularly F&N Dairy Investments (17.69%) and
Platinum Victory (10.62%), notably enhance Vinamilk's governance by
providing global views, access to international markets, and standards of
excellence. Their influence is very important in driving Vinamilk toward
operational effectiveness, fresh management approaches, and creativity.
Having extensive knowledge about global dairy markets, these foreign
investors offer perceptive analysis that supports Vinamilk's international
competitiveness, drives the company to use creative technologies, improves
supply chain efficiency, and meets foreign quality criteria. These investors also
support Vinamilk's expansion aspirations in other sectors, therefore
encouraging partnerships and collaboration that would strengthen the brand
outside of Vietnam.

Impact on Decision-Making Efficiency and Stability

Underlying stability and efficiency of decision-making is concentrated
ownership with SCIC and large foreign investors at leadership. Few strong
owners assist to build consensus and allow Vinamilk to implement ideas
29
quicker than companies with generally spread ownership. Major decisions
include mergers, capital projects, or large-scale investments might be sped up
as they demand for approval from fewer persons. This structure supports
operational stability by enabling swift responses to internal needs as well as
changes in the external market, therefore benefiting Vinamilk.

Conversely, this concentration of ownership might result in dominant

influence, in which case the opinions of small owners are sacrificed to the
requirements of large owners. When strategic decisions are largely decided
upon by a small number of minority shareholders, minority shareholders may
feel excluded from important company orientations, which would lead to
unhappiness and doubts about transparency. To reduce this, Vinamilk has
developed policies to protect minority rights, thereby ensuring that their
opinions are spoken by sincere disclosures and constant strategic update on
changes.

Business ethics and safeguarding of minority owners

Maintaining corporate accountability and fairness relies on protecting minority

shareholders in a framework wherein a small number of powerful owners have
considerable impact. Mechanisms in Vinamilk's governance system safeguard
the rights of minority shareholders—who together account for about 8.5% of
the business. These rights include the capacity to vote on significant issues,
access crucial business data, either personally or digitally attend annual general
meetings (AGMs). Minority owners have opportunity to voice concerns and
influence decisions by include agenda items at AGMs if they control at least
10% of the firm. Such solutions not only guarantee justice but also increase
transparency, therefore strengthening confidence and inclusivity among the
shareholders.

Although these guidelines provide minority investors a platform, the

concentration of ownership of major shareholders lessens minority impact on
high-stakes decisions. Still, by keeping all of the shareholders informed and

30
involved, Vinamilk's dedication to open lines of contact and honest government
helps to offset these effects.

Challenges in juggling long-term against immediate objectives

The ownership structure of Vinamilk makes it especially challenging to mix

long-term, social focused goals with profit-driven short-term ones. Being a
government body, SCIC typically supports consistent long-term strategies
advancing the society and complementing national objectives. Sometimes this
emphasis on sustainability and stability conflicts with the goals of foreign
investors, who are more concerned with market development and financial
success.

Foreign investors should demand more aggressive development of new goods,

more worldwide reach, and more quick growth if we enable Vinamilk flourish
more profitable and well-known abroad. While these strategies might provide
superior outcomes, sometimes they could overlook or postpone initiatives
intended for long-term social impact or sustainability. This duality causes a
natural tension in the Vinamilk management that requires for careful balance to
ensure that both sets of aims are attained without harming corporate ethics or
stakeholder trust.

PART V. OVERALL ASSESSMENT OF THE QUALITY OF THE

MANAGEMENT SYSTEM, EXECUTIVE COMPENSATION AND
OWNERSHIP STRUCTURE OF VINAMILK

5.1. Strengths

In the competitive dairy market, Vinamilk's highly efficient, rigorous,

compliance with current corporate governance norms management system has
been important.

Vinamilk's strong ownership structure appeals to me as it combines big foreign

investments with government backing. Comprising thirty-six percent of the
company's shares, State Capital Investment Corporation (SCIC) is the largest
investor. The investment guarantees stability and allows Vinamilk to match its

31
development with national objectives, therefore facilitating considerable
government backing and financial assistance. Apart from SCIC, overseas
investors also include F&N Dairy Investments Pte LTD (17.69%) and Platinum
Victory Pte LTD (10.62%), therefore offering foreign viewpoints, business
experience, and maybe access to a global market. With these significant
partners owning around 65% of Vinamilk's shares, Vinamilk has a strong yet
diversified ownership base that supports both local and worldwide
development aspirations.

Furthermore, the compensation plan of Vinamilk demonstrates strategic

consistency with the corporate goals. Although other top executives averaged
242 million VND, Mai Kiều Liên, the CEO, had a monthly salary in 2023
of404 million VND. Combining stock options, performance-based incentives,
and basic pay this way allows leaders to be driven to attain both long-term
strategic goals and short-term operational targets. Vinamilk's 2023 revenue
turned out to be 60.37 trillion VND, hence bonuses also highly link to elements
like market expansion and income rise. Such an incentive scheme inspires
responsibility and encourages outstanding performance among leaders, thereby
closely aligning their success with the whole performance of the company.

The transparency and commitment to corporate ethics of Vinamilk provide

even another benefit. By means of annual disclosures and its official website,
the company provides comprehensive assessments on shareholder information,
business performance, and CEO compensation. This transparency gives
Vinamilk's great market reputation confidence and helps them to be
maintained. Vinamilk also contacts consulting firms like Mercer to ensure CEO
compensation is acceptable and competitive. Maintaining transparency allows
Vinamilk to develop shareholder confidence and implement global governance
rules, therefore sustaining its position in the Vietnamese and global markets.

Vinamilk's new concepts and environmental projects improve its leadership

among other dairy businesses. The company previously engaged on projects in
line with environmental responsibility and pledged high sustainability

32
objectives including reduced carbon emissions by 2025. Highly valued, the
variety of Vinamilk Green Farm products emphasizes the company's dedication
to global standards, sustainability, and quality. These initiatives enhance the
brand image and appeal to consumers growing environmental consciousness,
therefore raising Vinamilk's competitiveness in the dairy industry.

5.2. Weaknesses

Strong structure of Vinamilk solves problems with its ownership concentration,

executive reliance, and market flexibility in a competitive environment.

One flaw of Vinamilk is its concentrated ownership. SCIC runs 36% of the
business, hence government interference over strategic choices might restrict
its flexibility. Although SCIC's participation guarantees consistency, it also
imposes certain limitations, especially in cases where rapid, creative answers to
market dynamics required. Furthermore, the existence of SCIC could inspire
one to tackle certain profit-driven or high-risk initiatives that might help the
business in highly competitive environments with great care. This cautious
strategy of Vinamilk's possible rapid adaption may suffer, especially in cases
where foreign investors—more concerned with fast development—may have
other interests.

The lack of flexibility in the executive pay system raises even another level of
danger. Although Vinamilk's incentive structure is straightforward, the great
emphasis on financial performance indicators like revenue and market share
might cause problems. Including non-financial elements—such as staff
happiness or innovative ideas—into the award criteria will help to inspire a
more all-encompassing leadership performance. Furthermore, even if a
significant portion of the pay scale, shareholders find it difficult to evaluate the
fairness and effectiveness of this incentive as they lack thorough understanding
of their terms.

One such a challenge is much reliance on strong leaders. Mostly responsible

for Vinamilk's expansion is CEO Mai Kiều Liên; her leadership is helpful but

33
restricted to one notable person risks some danger. One may assist to reduce
this risk by means of approaches of leadership pipeline development and
succession planning. Should a leadership change be necessary, the present
system may expose Vinamilk to risk as it would jeopardize operational stability
and cause disturbance of continuity.

Increasing workforce diversity is another difficulty for Vinamilk, especially for

higher level jobs. Even while its management team is mostly local and shows
low representation of international professionals, Vinamilk has strived to
construct a talented group. Given the company's growing diversity in
leadership and market development, Vinamilk may find fascinating ideas and
be better qualified to manage many worldwide markets. A more varied
leadership team could provide flexibility and inventiveness, thus more
satisfactorially addressing customer needs.

Considering different agendas between SCIC and foreign investors, balancing

short-term and long-term goals at end is difficult. Although SCIC might
provide social responsibility top importance, outside investors most definitely
first think about growth and income. This disparity may lead to issues
particularly in strategy choices requiring either long-term expenditures or rapid
market expansion. Strict coordination and communication among stakeholders
will help to regulate these conflicting interests so as to guarantee that long-term
sustainability objectives of Vinamilk are not sacrificed for transient financial
advantage.

5.3. Recommendations to Improve Corporate Governance Quality at

Vinamilk

5.3.1. Enhancing Transparency

While Vinamilk presents a broad view of CEO compensation, further details on

performance-based incentives and stock options would assist to clarify things.
This should include certain performance criteria specifying bonuses and long-
term incentives, therefore helping shareholders to better understand the link

34
between CEO performance and remuneration.
Through investor relations channels and on its website, Vinamilk may provide
real-time information on important company decisions, financial performance,
and strategic changes. This degree of transparency tells investors they match
top standards in global corporate governance and reflect their current
knowledge about the company.
Vinamilk stresses sustainability highly, hence annual sustainability and
environmental impact reports would assist to more honestly depict the
company's commitment. By creating measurable goals and reporting
advancement, Vinamilk may show responsibility in meeting its environmental
duties, particularly its carbon reduction targets by 2025.
5.3.2. Diversifying Ownership Structure

The ownership structure is therefore concentrated as SCIC and a few foreign

investors now hold significant shares in Vinamilk. Although this structure
provides stability, distributing ownership might introduce new ideas and reduce
any conflict of interest. Suggestive conduct comprises:
Encouragement of involvement by additional institutional or foreign investors
will assist to vary the ownership structure. This might provide a lot of industry
knowledge, support a wider range of strategic points of view, and maybe
lessens the influence of any one stakeholder.
By strengthening the rights of minority owners, thereby providing opportunities
for their involvement in strategic discussions or board meetings, may assist to
raise their participation level. Frequent forums or Q&A sessions allow
Vinamilk to let minority shareholders directly engage with management,
thereby ensuring that their views are heard and so enabling a more inclusive
governance style.
5.3.3. Strengthening Leadership Capabilities

Maintaining development, managing succession, and promoting innovation all

rely on Vinamilk's management becoming more competent. Giving succession
planning and leadership development first priority should be very important so

35
Vinamolk may equip its leadership team for the future. Given the reliance on
significant individuals like CEO Mai Kiều Liên, one of the advised remedies is
the need of developing a robust succession plan. Starting a program to produce
future business leaders would provide consistency and assist to reduce the risks
related with CEO transitions. This might call for mentoring programs,
leadership development, and well defined career routes for highly qualified
professionals.

Increasing diversity in leadership: Especially as Vinamilk expands

internationally, a more diverse management team would provide perceptive
analysis. By choosing leaders with diverse backgrounds and experience—
especially in global markets and digital innovation— Vinamolk can increase its
strategic flexibility. This might also include choosing individuals with
background in sustainable practices, therefore enhancing Vinamilk's
commitment to social and environmental governance.

Maintaining competitiveness calls for Vinamilk to encourage among corporate

leaders an innovative culture and continuous development. One may do this by
forming an innovation committee or perhaps forcing CEOs to go to trade
conventions and seminars. Those that go through this will be able to bring fresh
ideas into the company, therefore enhancing the market relevance and
production.

36
CONCLUSION

According to research, Vinamilk has clearly established a strong, diverse ownership

structure, a fair and transparent pay scale, and a competent management system.
Driven by SCIC and foreign investors, Vinamilk's ownership structure offers stability
and generates growth opportunities in both home and international markets.
Moreover, Vinamilk's executive compensation plan is aimed to motivate excellence
while assuring justice and transparency, thereby enhancing leadership drive and
supporting the company to develop. Maintaining its leading role in the dairy industry
of Vietnam, this approach has enabled Vinamilk to attract and retain top management
ability.

Still, there are major limits that might compromise the degree of flexibility in
decision-making, particularly in a market becoming more and more competitive. One
such is the concentration of power among a limited group of large-scale investors.
Moreover, leaning too heavily on key leaders poses the risk in case a suitable
succession plan is absent. To assist to grow above these limitations, Vinamilk should
increase transparency in governance, diversify ownership, and build leadership
abilities. Establishing compensation evaluation standards based not only on financial
metrics but also on non-financial elements like innovation and sustainable
development will help Vinamilk maintain its competitiveness and eventually
accomplish sustainable growth.

37
REFERENCES

1. Vinamilk. (2023). Annual Report 2023. Retrieved from

https://www.vinamilk.com.vn
2. Mercer Consulting. (2023). Executive Compensation Analysis for
Vinamilk. Mercer Consulting Report.

3. State Capital Investment Corporation (SCIC). (2023). Investment Report

on Vinamilk Ownership and Governance Structure. Retrieved from
https://www.scic.vn

4. F&N Dairy Investments. (2023). Annual Performance and Investment

Report. Retrieved from https://www.fn.com

5. Platinum Victory Pte Ltd. (2023). Investment and Growth Strategy in

Vinamilk. Platinum Victory Publication.

6. Monde Selection. (2023). Awards for Vinamilk Green Farm Products.

Retrieved from https://www.monde-selection.com

7. Clean Label Project. (2023). Vinamilk: Green Farm Certifications and

Sustainability Commitments. Retrieved from
https://www.cleanlabelproject.org

8. Vietnam Dairy Association. (2023). Market Analysis Report for the

Dairy Industry in Vietnam. Vietnam Dairy Association Publication.

9. Financial Times. (2023). “Vinamilk’s Competitive Edge and Ownership

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10. KPMG Vietnam. (2023). Corporate Governance in Vietnam’s Dairy

Industry: Best Practices and Case Studies. KPMG Report..

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