Phi Hoang Dinh

Professor and Rector of Hanoi School of Business and Management (HSB)

Vietnam National University, Hanoi;

Giang Bui Duc

Ph.D in Law and Lecturer at Hanoi School of Business and Management (HSB) 

Vietnam National University, Hanoi

It is an undeniable fact that a good corporate governance constitutes the key to the long term success of any corporation. We have noticed that so far most corporations operating in Vietnam do not pay enough attention to corporate governance issues. They are more inclined to show a formal observance of the provisions of law than to actually adhere to corporate governance principles. Having said that, the rules regulating corporate governance are quite detailed and cover the various aspects of corporate governance. Furthermore, it is easy to notice the influence of Anglo-Saxon and European approaches on these rules notably when it comes to public companies. This may be attributable first to the growing shareholding of investors coming from those countries in the capital of local corporations and secondly to the Vietnamese lawmaker’s will to align his texts with well-known international practices.

In this paper, we will first examine the concept and models of corporate governance for local companies and companies with foreign capital recognised by Vietnamese law. Then, we will address the legal framework of corporate governance applicable to domestic shareholding companies and those with foreign capital, given that shareholding companies remain the form of company the most used in Vietnam for the time being and their governance is still the most complex compared to other forms of company. Those analyses are accompanied by a demonstration of local pratices and a tracking of international influences.