This regime map is in review
Researched and published, but not yet through a second verification pass against the primary instruments. Everything below is cited, and every citation should be checked against the source before you rely on it. We would rather say this than let one newer page set the standard for the rest of the platform.
ID Exchange of Vietnam
A governance regime being built in real time around a fast-growing listed market, with independent-member requirements that differ depending on which board model a company has adopted.
Vietnam's Enterprise Law and Securities Law give a public company a choice of governance models — one with a supervisory board, and one with an audit committee under the board of directors — and the independence requirements differ between them. The regime is newer than any other on this Exchange and is still being bedded in, which is both the opportunity and the reason this map is marked as in review: the provisions should be confirmed against the current decrees before anyone relies on them.
- ~700
- Companies listed on HOSE and HNX
- 1/3
- Non-executive board members required of a listed company
- 2 models
- Governance structures a public company may choose between
Can a foreign director sit on a board here?
No general nationality bar on board membership, but foreign-ownership limits and sectoral conditions bear on the company, and a resident role requires a work permit.
- Residency test
- No general residency requirement for a board member. The company's legal representative must have a residential address in Vietnam.
- Nationality test
- Sectoral foreign-ownership limits and conditional-market-access rules apply to defined activities. Establish the sector's position before assuming the general rule applies.
- Work authorisation
- A non-resident board member attending meetings does not require a work permit. Executive and resident roles require a work permit and temporary residence card.
- Board language
- Board documentation, resolutions and filings are in Vietnamese.
- Time commitment
- Boards typically meet quarterly at minimum, with additional meetings around the annual general meeting cycle.
What you have to do
The appointment steps, in order.
- 1Election by the general meeting of shareholders
- 2Amendment of the enterprise registration certificate and notification to the business registration authority
- 3Disclosure of the board change to the SSC and the exchange
- 4For a credit institution, State Bank of Vietnam approval before the appointment takes effect
What actually gets in the way
- Board documentation, resolutions and filings are in Vietnamese
- The governance regime is newer than any other on this Exchange and continues to be amended, so provisions should be confirmed against the current decree
- Foreign-ownership limits differ by sector and change, and they shape who controls the board
Board composition
What Vietnam requires of a board.
Each requirement is stated as arithmetic against the instrument that creates it, with who it binds. Nothing here is characterised as compliance or non-compliance — that is a legal conclusion about a specific company, and it is not ours to draw.
| Requirement | Threshold | Basis | Applies to |
|---|---|---|---|
| Board size | Between three and eleven members | Enterprise Law 2020 | Joint-stock companies |
| Non-executive members | At least one third of the board of a listed company | Decree 155/2020 | Listed companies |
| Independent members | Required where the company uses the board model with an audit committee | Enterprise Law 2020 and Decree 155/2020 | Public companies adopting that model |
| Separation of chair and chief executive | The chair of a listed company may not concurrently serve as general director | Decree 155/2020 | Listed companies |
Independence and tenure
How long you may serve, and what ends it.
- Tenure cap
- Independent members are subject to term limits under the Enterprise Law; confirm the current position against the governing decree before relying on it.
- Cooling-off
- Independence is lost by employment with the company or a subsidiary, and by defined shareholding and family relationships, within the periods the Enterprise Law prescribes.
Other tests
- Holding shares above the prescribed proportion, personally or as a representative
- Having worked for the company or a subsidiary within the prescribed preceding period
- Receiving remuneration from the company other than the director's allowance
- Being a close family member of a manager or a significant shareholder
What a seat pays
Modest by regional standards, and highly variable — the board's total remuneration is approved by the general meeting and disclosed in the annual report.
- Where this comes from
- Annual report disclosure and the general meeting resolution approving the board's remuneration budget.
- Committee uplift
- Audit-committee roles attract additional allowances at larger issuers.
- Tax
- Board remuneration is Vietnamese-source income with withholding for non-residents; treaty relief should be confirmed.
The instruments this page relies on
Enterprise Law 2020
Permits a joint-stock company to adopt either a structure with a board of directors and a supervisory board, or a structure with a board of directors including independent members and an audit committee. The choice determines which independence requirements apply.
Socialist Republic of Vietnam
Securities Law 2019 and Decree 155/2020
Set corporate-governance requirements for public companies, including board size limits, a minimum proportion of non-executive members, and independent-member requirements for companies using the audit-committee model.
State Securities Commission
Corporate governance regulations for public companies
Prescribe board and committee composition, disclosure of related-party transactions, shareholder meeting procedure and the separation of the chair and chief executive roles.
Ministry of Finance / State Securities Commission
Diversity requirements
Stated as the rule states it — quota, target or disclosure obligation.
- There is no statutory board gender quota. Disclosure of board composition is required, and international investors are the main source of pressure beyond that.
How this regime map is maintained
Every requirement on this page is cited to the instrument that creates it, and the review date states when a person last checked it against the primary source. Nothing here is legal advice: rules change, and transitional provisions frequently apply. Verify against the primary instrument before you rely on it.
This regime map was last reviewed against primary sources in September 2026.
The demand thesis
Why seats open in Vietnam — and how an outsider reaches one.
This section is our reading of the market, not a statement of law. It is separated from the rules above for exactly that reason.
Why seats open
- Vietnam's pursuit of an emerging-market index reclassification has put governance and disclosure quality under direct scrutiny.
- Manufacturing relocation into Vietnam has scaled companies faster than their boards have developed.
- State-owned enterprise equitisation continues to create boards that need outside members for the first time.
- Banking and consumer-finance growth has brought regulated-sector governance requirements to companies with little of that experience.
How you get in
- Foreign-invested and joint-venture entities, where an international shareholder nominates
- Banking and consumer finance, where prior regulated experience is directly relevant
- Manufacturing and industrial issuers serving international customers
- Companies preparing for a listing or a strategic investment round
What this market is short of
- Professional accounting qualification
- Chaired an audit committee
- Banking, insurance or asset management at board or C-suite level
Most receptive sectors
Live mandates
No mandates open in Vietnam right now.
Register your interest and you are matched against this market's briefs as they open — statutory, interim and advisory alike.
Questions
Vietnam, answered directly.
Which governance model does a Vietnamese public company use?
It chooses. The Enterprise Law permits either a board of directors with a separate supervisory board, or a board of directors including independent members with an audit committee beneath it. The independence requirements that apply depend on that choice, so it is the first thing to establish about any Vietnamese board.
Why is this regime map marked as in review?
Because Vietnam's corporate-governance framework is the newest on this Exchange and continues to be amended by decree. Everything here is cited, but it has not yet been through a second verification pass against the current instruments, and we would rather say so than let it set the standard for the rest of the platform.
ID Exchange of Vietnam
Is Vietnam actually one of your markets?
The mobility index scores it against your own record across four named components — corridor strength, legal openness, what this market is short of, and the language its boards work in — and tells you plainly when the answer is no.