HUTECH INSTITUTE OF INTERNATIONAL EDUCATION

CORPORATE GOVERNANCE
BBCG3103
Relationship between ownership structure and performance
of BIDV Bank

NAME: To Le Nha Lam

CLASS: 20BOBA01

STUDENT ID: 201401052

EMAIL: nhalam.4321@gmail.com

Lecturers: Luu Thanh Thuy

Ho Chi Minh City,

June, 2023

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Contents
I. Introduction on the definition of ownership structure and overview around the world and Vietnam:.. 3
1. The concept of ownership structure: ................................................................................................. 3
2. Overview of the world and Vietnam: ................................................................................................ 4
2.1. Overview of the world: ............................................................................................................. 4
2.2. Overview in Vietnam: ............................................................................................................... 5
II. Explanation on the pattern of ownership structure in Vietnam: ............................................................ 7
1. Definition of shareholder: ................................................................................................................. 7
2. Types of shareholders: ...................................................................................................................... 7
2.1. Founding partner: ...................................................................................................................... 7
2.2. Common shareholders: ............................................................................................................. 7
2.3. Existing Shareholders: .............................................................................................................. 8
3. Joint stock companies in Vietnam: .................................................................................................... 9
III. Discussion on relationship between ownership structure and firm’s performance: ........................ 11
1. BIDV bank overview: ..................................................................................................................... 11
2. Ownership structure and business performance of BIDV: .............................................................. 12
2.1. Ownership structure of BIDV: ............................................................................................... 12
2.2. Business performance of BIDV: ............................................................................................. 13
3. Discuss: ........................................................................................................................................... 14
IV. Summary: ........................................................................................................................................ 15
References ................................................................................................................................................... 16

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I. Introduction on the definition of ownership structure and overview around the world and
Vietnam:
1. The concept of ownership structure:

The theory of capital ownership structure is put forth in a study by authors Manh Dung Tran and
Ngoc Hung Dang. It states that any business that is established needs to have a certain amount of
charter capital and that the capital determines how the ownership structure of the enterprise is
formed and where the charter capital is formed. Based on that, we can understand the enterprise's
ownership structure as a structure that reflects the overall ownership relationships for various
equity stakes, thereby influencing other relationships in product production and distribution as well
as the financial gains that the production and operation of that equity source bring. In the larger
concept of corporate governance, the idea of ownership structure is crucial. According to Jensen
and Meckling (1976), the term "ownership structure" refers to the division of capital owned by
direct managers who work for the firm and non-investors who play direct management roles.
Similar to this, Dinga (2005) claims that the examined company model's ownership structure is
essentially one of fractional ownership, with shareholders holding, for instance, a set amount of
money. This is a crucial method for a firm to raise significant quantities of cash for a contemporary
commercial organization and generate riches via the issue of shares. The share capital distribution
in accordance with the percentage of equity owned by the owners is thus recognized as the
ownership structure. Because it impacts how managers make decisions, the ownership structure
has a significant impact on how a corporation is operated. The degree of ownership concentration
and the proportion of share ownership may both be used to identify the ownership structure (Manh
Dung Tran and Ngoc Hung Dang, 2021).

In a centralized ownership structure, a small number of people, families, management, or financing

institutions own both the ownership and the control of a corporation. These people and
organizations frequently rule and influence how the business is conducted. As a result, internal
systems are a common term for centralized organizations. By sitting on the board of directors and
executive board, major shareholders have direct power over the company. Major shareholders may
not own all of the money, but since they have a sizable portion of the voting power, they are
nevertheless able to direct the company. A company run by insiders has several benefits with a
centralized ownership structure. These individuals have the ability and desire to exert tight control

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over the company, which lowers the likelihood of errors or fraud in management and
administration. Furthermore, because of their extensive ownership and influence, these individuals
frequently retain their initial investment in the company for a lengthy period of time. Thus, they
will choose choices that improve long-term performance above those that bring them immediate
rewards.

A firm with a dispersed ownership structure includes numerous shareholders who each possess a
number of the company's shares, with the board of directors in charge of day-to-day operations.
Small shareholders lack the motivation to keep a close eye on business affairs and do not desire to
be involved in decision-making. As a result, they are known as outsiders, and external systems are
another name for distributed architectures. The management of the company's operations is very
clearly separated from the financial benefits it receives under the distributed structure system
because the managers are not required to contribute equity capital. Businesses with numerous
shareholders are also required to make their operational procedures public and to closely monitor
their performance. The drawback of this structure is that small owners are less inclined to get
involved in corporate management, are more likely to sell their shares, and favor moves that will
benefit them immediately.

The ownership ratio for shareholders varies depending on shareholder characteristics such as
foreign ownership ratio, private ownership ratio, state ownership ratio, and institutional ownership
ratio.

2. Overview of the world and Vietnam:

2.1. Overview of the world:

Because ownership structure is a primary predictor of agency difficulties in regulating internal and
external investors, it has significant consequences for corporate value (Lemmons & Lins, 2003).
Kirchmaier and Grant (2005) discovered that property rights differ significantly between Europe's
main economies, including Germany, the United Kingdom, Spain, Italy, and France, and that
property rights have a considerable influence on a company's success. Another research, done the
same year on 203 Turkish enterprises, revealed a significant level of ownership concentration in
Türkiye. Unlisted joint stock businesses have the largest average share of shares, lending credence
to the notion that individuals or families incorporate joint stock companies to control their publicly
traded companies (Mandaci & Gumus, 2010).

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Furthermore, Carlo Migliardo and Antonio Fabio Forgione's study on ownership structure and
bank performance in the EU-15 nations found that shareholder type influences bank performance.
Banks with significant shareholders will be more profitable, less risky, and more efficient in terms
of profits when regressed against the entrenched behavior of the owner-control theory.
Furthermore, concentration of ownership mitigates the detrimental consequences of institutional,
financial, and industrial ownership. The findings support the idea that centralized ownership aids
in the resolution of agency issues. They also confirm that management's participation in the bank's
capital enhances profitability and volatility.

According to research, the capital ownership structure of enterprises throughout the world varies
greatly and has a substantial influence on national economies. The majority of study findings
indicate that the ownership structure of enterprises throughout the world varies in response to the
economic status of the country. Studies all around the world have thoroughly investigated and
discussed the influence of ownership structure on profits management, although the conclusions
vary by country. These differences may be due to differences in the selection of determinants
related to ownership structure that affect income management behavior or patterns of income
management behavior in each country, as well as differences due to the influence of each country's
economic, political, and cultural environment. According to studies, most corporations throughout
the world have a centralized capital structure, in which they seek numerous significant
shareholders or form family companies to control a majority of shares that can be readily spent.
Coordination and management of the firm's operations allows them to quickly develop effective
policies that will benefit the organization in the long run.

2.2. Overview in Vietnam:

Currently, the number of firms collapsing owing to a lack of money and an inability to borrow
from banks is on the rise. When assessing the capital ownership structure of Vietnamese
organizations today, however, the debt-to-equity ratio of corporations is significant. Enterprises
borrow not only operating capital, but also most medium and long-term loans for investment,
which rely on commercial banks but are not flexible to investment funds and insurance firms
through stock and bond investments. Managers must clearly define the contributing elements and
the degree to which these factors impact capital structure in order to make an acceptable capital
structure choice. In actuality, the capital ownership structure will vary based on the features of

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each organization, the industry in which the business works, and the consequences of
macroeconomic volatility.

The authors Le Tran Hanh Phuong, Luong Thi Thuy Diem, Tran Thu Van, and Nguyen Thi Thuy
Linh provided the research supported as follows in a study on the variables impacting the capital
structure of joint stock enterprises in Vietnam: Tran Thi Thanh Tu (2006) investigates the variables
influencing the capital structure of state-owned companies from 2001 to 2005, including loan
interest, asset investment percentage fixed assets in total assets, rate of return on total assets, and
industry characteristics. Dang Thi Quynh Anh and Quach Thi Hai Yen (2014) discovered that while
business size is favorably connected to capital structure, tax and profitability are adversely
associated. The rate of return has a greater impact on the capital structure than the interest rate.
According to research, Vietnamese businesses frequently employ short-term debt rather than long-
term debt. According to Ngo Thi Hong Phung (2017), the average ratio of long-term debt to total
assets of consumer firms listed on the Ho Chi Minh City Stock Exchange from 2011 to 2015 is
5.27%, and the long-term debt/equity ratio is 15.83%. It is demonstrated that these businesses
employ less long-term debt in their capital structure. The long-term debt-to-total-assets ratio and
the long-term debt-to-equity ratio are determined by the following factors: business size, business
performance, corporate income tax, asset structure, particularly the specific features of corporate
assets and forms of ownership. firms with high operational efficiency are frequently more easily
financed than firms with low operating efficiency.

The research findings help to explain the theoretical model of capital structure in Vietnam as well
as identify variables influencing company capital structure. Most firms in Vietnam have a
diversified capital ownership structure, although the majority of them employ short-term loans to
generate money for their activities. The firm's management and control are highly impacted by the
ownership structure in Vietnam, which is generally dispersed, which makes companies less
motivated to participate in corporate management, simple to sell, and tends to favor actions with
short-term advantages.

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II. Explanation on the pattern of ownership structure in Vietnam:
1. Definition of shareholder:

A shareholder is a person, firm, or organization that owns at least some of a company's or mutual
fund's stock. To become a part owner, shareholders must own at least one share of a company's
stock or mutual fund. Dividends are frequently paid to shareholders if the firm is doing well and
succeeding. Shareholders essentially own the firm, which comes with particular rights and
obligations; they have the right to vote on a variety of company-related matters and are elected to
a position on the board of directors. This sort of ownership allows them to profit from the
company's success. These benefits take the shape of a rise in stock value or a monetary gain given
in the form of dividends. When a corporation loses money, the stock price always falls, causing
shareholders to lose money or their portfolios to shrink. If the firm is liquidated and its assets are
sold, shareholders may get a piece of the proceeds after creditors are paid. When such a
circumstance happens, the benefit of being a shareholder is that they are not compelled to carry
the company's debts and financial commitments, which means that creditors cannot force
shareholders to pay them.

2. Types of shareholders:
2.1. Founding partner:

Founding shareholders are shareholders who will possess at least one common share and have
signed the list of founding shareholders to form a joint stock corporation. The founding
shareholders are the persons who first stood up to contribute capital to the establishment of a joint
stock company and were the first to own shares of the firm. A joint stock company must have at
least three shareholders when it is formed for the first time. The founding shareholders must
contribute at least 20% of the total number of common joint stock companies sold at the time of
business registration at this time.

The rights of the original shareholder will be the same as those of a common shareholder. They
will also have extra rights, such as the right to organize a joint stock corporation. These are the
only persons who can own voting preference shares.

2.2. Common shareholders:

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Common shares are the most basic sort of stock and are produced based on the charter capital
when a company is first constituted. A joint-stock company's capital contribution will be divided
into equal portions, and these capital contributions will be referred to as shares. Individuals who
possess common stock are referred to as common shareholders. Preference shares in a business
comprise voting preference shares, remaining preferred shares, dividend preference shares, and
other preferred shares governed by the joint stock company's charter capital.

Common shareholders have the right to attend the company's General Meeting of Shareholders
and vote at the meeting in either a direct or indirect manner. In this context, the indirect form is
defined as through a human representative or an organization approved by the shareholder. Have
the right to vote on all items concerning the corporation at the General Meeting of Shareholders.
Common shareholders have the right to know how many votes each shareholder has. The number
of votes equals the number of shares held by common shareholders. Dividends will be paid to
shareholders when they have met their tax obligations at the rate stated in the company's charter,
as approved by the General Meeting of Shareholders. These are the persons who are given first
priority to purchase shares when the firm requires funds. Executing the process of transferring
their common shares to other shareholders or to people or organizations other than shareholders.

2.3. Existing Shareholders:

The company might make an offer to current owners to sell their shares. These are stockholders
who donated funds at the time of the share sale. If the joint stock firm raises the number of shares
it is authorized to offer and sells all of those shares to all current shareholders participating in the
ownership shares in proportion to their existing shares in the enterprise, shares will be offered for
sale to existing shareholders.

Existing shareholders have the same rights as new investors. Furthermore, depending on the sort
of shares they possess, they will receive the following special benefits:

Dividend preference shareholders: These shareholders will receive the company's yearly payouts,
such as bonus dividends and fixed dividends. Shareholders who have received preferred dividends
will not be able to vote at the General Meeting of Shareholders. After resolving debts and
liabilities, shareholders owning preferred shares will be given precedence to collect the residual
assets of the firm in proportion to the number of shares they have in the preceding company.

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In the case of shareholders who own voting preference shares: Participating in voting on problems
concerning shareholder power at the shareholders' meeting. According to the company's charter,
they will receive more shareholder votes than stockholders who now possess ordinary stock. Other
rights are comparable to those of common shareholders. Except in circumstances when owners
possess voting shares and cannot transfer them to others.

Shareholders who currently own redeemable preference shares will have the right to be refunded
the amount of capital contributed in the company when purchasing preferred shares based on their
needs requirements or the conditions set forth in the company's charter. Refundable preferred
shareholders will not be able to vote and will not be nominated to join the Board of Directors or
the Board of Supervisors.

3. Joint stock companies in Vietnam:

According to Nguyen Vinh Hung's (2021) research, joint stock firms have become the most
common business form for large-scale organizations. Because it is always important to obtain
funds broadly when the firm is extremely huge, a joint stock company is the most perfect kind of
corporation. Furthermore, a joint stock business may extensively and more effectively advertise
its image to the public through the stock market. As a result, the establishment of a joint stock
company is acceptable at the current stage of market economic growth and international integration
in Vietnam.

However, because the size of operation of a joint stock company is so enormous, this firm does
not appear to be suited for inexperienced investors, those with little business demands, or those
who frequently require cash mobilization. Furthermore, because of their unique qualities,
Vietnamese people place a high emphasis on familiarity and trust when doing manufacturing and
commerce. There has already been a research that clearly states: "In accordance with Vietnamese
tradition, there is a strong kinship relationship. With the concept that a drop of blood burrows
deeper than a pond of water, relatives become more trusting of one another. Especially in the case
of a small capital, they just want to join forces to undertake shared business, with the firm as the
major profit, so it is extremely suited for the kind of partner company." As a result, one school of
thought holds that "the basis for a type of business to develop well in Vietnam, that type of
enterprise must satisfy the following conditions: the size of the enterprise is not too large, but it
can be easily scaled in the long run; between members of the enterprise must always exist mutual

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trust; enterprises must ensure legal safety before the law, create trust for customers and the
organizational structure, governance is not too complicated." As a result, for a joint stock firm,
where the majority of shareholders frequently do not understand each other, it will be difficult for
those who already have a cautious business attitude to maintain trust and confidence in each other.

Furthermore, several studies demonstrate that Vietnam's economic climate is not yet ready for the
formation of huge corporations. Currently, Vietnamese private firms are mostly generating funds
in the family business sector, and they lack the look of true equivalent companies; enterprises in
Vietnam are fast developing, but they are primarily small and medium-sized organizations. As a
result, if investors just need to construct a small or medium-sized firm while maintaining a tight
and stable connection, a joint stock company is even less suited.

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III. Discussion on relationship between ownership structure and firm’s performance:
1. BIDV bank overview:

The Joint Stock Commercial Bank for Investment and Development of Vietnam, abbreviated
"BIDV," is the largest commercial bank in Vietnam by asset size in 2019 and the tenth largest
corporate income tax payer in 2018. The Construction Bank of Vietnam (the forerunner of the Joint
Stock Commercial Bank for Investment and Development of Vietnam-BIDV) was formally
created on April 26, 1957. BIDV is honored to be the bank with the most history in Vietnam's
credit institution system. BIDV is now a multi-ownership, multi-national operation, multi-function
company, multi-field, open and transparent operation that adheres to international governance
norms and practices... From a specialized bank with 11 branches and 200 employees in the
beginning, BIDV now has an extensive business network of 1,085 domestic and foreign branches
and transaction offices, 10 subsidiaries and commercial presences in Laos, Cambodia, Myanmar,
Russia, and Taiwan (China), with over 27,000 well-trained and experienced employees.

The history of the Joint Stock Commercial Bank for Investment and Development of Vietnam is a
long and challenging trip, but it is also extremely pleased to be affiliated with each stage of the
history of national defense and development ethnic Vietnam. With a lengthy history and
development, BIDV is not only Vietnam's major state-owned bank, but also the country's fourth
largest corporation. According to a United Nations Development Program study from 2007, special
class state companies formed along the lines of State Corporations. BIDV works with over 800
institutions across the world to do business, grow in all areas of finance, banking, insurance, and
securities, and accomplish many triumphs. We are continually innovating in all sectors of the
banking industry to provide goods and services that integrate technology to conveniently reach
clients.

BIDV's purpose is to provide the finest advantages and conveniences for its consumers,
shareholders, workers, and the social community. BIDV's 2030 ambition is to be the leading
financial institution in Southeast Asia, with the finest digital platform in Vietnam, and to be among
the top 100 banks in Asia. Furthermore, the Joint Stock Commercial Bank for Investment and
Development of Vietnam claims that the bank's key values are Intelligence - Trust - Integrity -
Professionalism - Aspiration.

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Financial investment is BIDV's remarkable sector of operation, and it has established a brand name
in the Vietnamese investment industry. BIDV has formed various enterprises based on capital
contributions to invest in initiatives, indicating its position as a leader and coordinator. BIDV
works in the securities business, offering tools that help clients satisfy their financial demands in
a timely way. Moreover, BIDV currently offers two primary insurance products that are tailored to
the needs and circumstances of each customer, namely life insurance supplied by BIDV in
collaboration with MetLife. Customers may use life insurance to save money, protect themselves,
and plan for the future. This insurance package includes the following products: Happy Gifts,
American Safety Insurance, Terminal Illness Insurance, Hung Gia Safety Insurance, Personal
Accident, Life Insurance, and Life Insurance Extended Term. Non-life insurance: BIDV
collaborates with BIC to develop non-life insurance products including BIC Binh An and BIC
Home Care... Customers may safeguard not only themselves, but also their valuables.

BIDV has been a pioneer in adopting social responsibility for the community over its long history
of development, calling it one of the basic principles that the bank spends a lot of money and effort
to execute. BIDV implements social security activities in many fields, including education, health
care, disaster relief, building large solidarity houses, bridges and roads, Tet gifts for the poor,
gratitude activities, and so on. BIDV has actively contributed to sustainable poverty reduction,
national target programs on education and health, and so on.

2. Ownership structure and business performance of BIDV:

2.1. Ownership structure of BIDV:

State Bank of Vietnam (SBV)

KEB Hana Bank, Co.,Ltd
Other shareholders

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 Chart of ownership structure of BIDV

Source: https://s.cafef.vn/hose/BID-ngan-hang-thuong-mai-co-phan-dau-tu-va-phat-trien-viet-
nam.chn

According to the 2020 financial accounts, BIDV's capital ownership structure is divided into the
following groups of owners: The government holds 95.28% of the stock. Foreign financial
institutions own 0.36% of the entire stock. Other people and businesses own 4.44% of the total
shares. In which the state holds the majority with a 95.28% stake. The Ministry of Finance owns
64.46% of them, while the Housing Development and Investment Corporation (HUD) holds
30.82%. This demonstrates that BIDV Bank has gained government and regulatory agency
attention and assistance. However, the government intends to sell 15% of BIDV's shares to foreign
investors in 2021, which may result in a change in the bank's capital ownership structure in the
future.

2.2. Business performance of BIDV:

2020 2021 2022

Total revenue 117,452,648,000 120,523,066,000 138,272,273,000
Total profit before tax 9,026,243,000 13,547,651,000 23,009,485,000
Total cost 71,142,633,000 60,719,003,000 72,053,245,000
Net profit 6,996,622,000 10,540,138,000 18,158,502,000
Table: Business results from 2020-2022 of BIDV

Source: https://s.cafef.vn/hose/BID-ngan-hang-thuong-mai-co-phan-dau-tu-va-phat-trien-viet-
nam.chn

The income of BIDV is definitely expanding year after year, as seen in the company performance
table. Although 2020 is the year with the lowest revenue in the business performance table because
the economy is affected by the Covid-19 epidemic, the Bank's business activities are also indirectly
affected by the pandemic's uncertain developments in Vietnam. However, with to shareholder
backing and Board of Management policy, the bank can mitigate the impact of the outbreak on its
operations. According to the 2020 financial report, BIDV's credit growth was 8.5%, which was
greater than the industry average of 7.5%. The profit after tax ratio demonstrates a bank's
profitability. According to the 2020 financial report, BIDV's profit after tax reached approximately

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11,500 billion VND, representing a 6% increase over the previous year. Furthermore, the bank's
customer debt ratio will be 1.14% by the end of 2020, which is lower than the industry average.
The financial accounts show that BIDV's return on assets would be 0.8% in 2020. In short, BIDV
is capable of running and profitably while sustaining a steady increase in commercial activity.
However, controlling the bad debt percentage is one of the concerns that BIDV must focus on and
continue to address in the future.

3. Discuss:

Over the years, BIDV's business performance has demonstrated growth, stability, and
sustainability. According to the financial report, BIDV Bank had a pre-tax profit of Vietnam than
9,270 billion VND in 2020, a 2.1% rise over 2019. The bank's total assets surpassed 1.47 million
billion VND, an increase of 10% over the same period previous year. Aside from that, BIDV
encountered other problems during the development phase, including: tough rivalry, hazards in
company operations, an expanding bad debt index, and so on.

In terms of BIDV's ownership structure, the government owns the majority of the stock (95.28%),
however the company intends to sell 15% of its stock to international investors. BIDV will have
more funds to expand and manage its company with the participation of international investors,
and investors will also bring resources, expertise, and knowledge to help the bank's operation.

In conclusion, while being impacted by the quantity of bad loans and competition in the banking
business, BIDV retains strengths and development potential due to its 75% state ownership. The
increase in foreign ownership will also assist the bank in continuing to expand and compete in the
market.

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IV. Summary:

Regardless of whether a business is founded, it must have a specific amount of charter capital, and
where and how that charter capital is produced determines the enterprise's ownership structure. On
that basis, we can define the enterprise's ownership structure as a structure that reflects the overall
ownership relationships for parts of the equity, thereby determining other relationships in product
production and distribution, as well as the economic benefits that the production and business from
that equity source brings. According to research, the capital ownership structure of enterprises
throughout the world varies greatly and has a substantial influence on national economies. Studies
all around the world have thoroughly investigated and discussed the influence of ownership
structure on profits management, although the conclusions vary by country. The Vietnamese
market is not yet ready for the creation of large corporations. Currently, Vietnamese private firms
are mostly generating funds in the family business sector, and they lack the look of true rival
companies; enterprises in Vietnam are rapidly expanding, but they are still primarily small and
medium-sized organizations.

The Joint Stock Commercial Bank for Investment and Development of Vietnam (abbreviated
"BIDV") is the largest commercial bank in Vietnam by asset size in 2019 and rated 10th in the list
of 1000 corporations with the highest corporate income tax payer in 2018. BIDV's business record
in recent years has demonstrated growth, stability, and sustainability. In terms of BIDV's
ownership structure, the government owns the majority of the stock (95.28%), however the
company intends to sell 15% of its stock to international investors. BIDV will have additional
capital to grow and manage its operations with the participation of international investors. The
increase in foreign ownership will also assist the bank in continuing to expand and compete in the
market.

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