| Abstract: |
Corporate governance determines how power is allocated, exercised and supervised within a joint stock company and is therefore central to investor protection, managerial accountability and sustainable enterprise development. This article examines the current Vietnamese legal framework for corporate governance in joint stock companies through a doctrinal analysis of the Law on Enterprises 2020, as amended in 2025, the Law on Securities 2019, as amended in 2024, Decree No. 168/2025/ND-CP on enterprise registration, Decree No. 155/2020/ND-CP as amended by Decree No. 245/2025/ND-CP, Circular No. 116/2020/TT-BTC and the Viet Nam Corporate Governance Code 2026. The analysis focuses on the General Meeting of Shareholders, the Board of Directors, the Board of Controllers or Audit Committee, executive management, minority-shareholder rights, fiduciary duties, related-party transactions, disclosure, beneficial ownership and the additional governance obligations applicable to public and listed companies. It finds that Vietnamese law has progressively strengthened shareholder participation, board accountability, control of conflicts of interest and transparency of actual ownership. Nevertheless, practical weaknesses remain, including concentrated ownership, formal rather than substantive board independence, limited use of shareholder litigation, uneven internal-control capacity and a regulatory gap between ordinary joint stock companies and public companies. The article proposes clearer standards of independence, stronger audit-committee resources, more effective enforcement of directors' duties and related-party transaction rules, improved digital participation, enhanced beneficial-ownership disclosure and closer integration of sustainability, risk governance and stakeholder considerations into corporate decision-making. |
