📌 The Viet Nam Corporate Governance Code – 2026 Edition has officially been released, serving as a key governance benchmark for public and listed companies in Viet Nam.

The Code is aligned with G20/OECD Corporate Governance Principles 2023 and ASEAN best practices, reflecting significant legal and regulatory advancements.

Below are the key legal highlights that Boards of Directors, executives, and investors should closely note:
🏛️ 1. Strengthened role and accountability of the Board of Directors
✔️ The Board of Directors (BOD) is positioned as the central governance authority, responsible for:
Long-term strategic direction
Oversight of material risks (financial, legal, ESG, climate, technology)
Management of conflicts of interest
✔️ Strong recommendations to establish a Sustainability/ESG Committee or designate a BOD member responsible for ESG oversight
✔️ Higher standards for board independence, competence, and transparent remuneration

⚖️ 2. Enhanced “Comply or Explain” mechanism
✔️ Companies are expected not only to comply, but also to:
Disclose their level of compliance with each principle
Clearly explain any non-compliance and remediation plans
✔️ This mechanism enables investors to assess substantive governance quality, rather than box-ticking compliance

🔐 3. Expanded risk management & internal control framework
✔️ The Code explicitly addresses emerging risks, including:
🌱 Climate change and sustainability risks
💻 Cybersecurity, data protection, and artificial intelligence
🧾 Tax governance and legal compliance risks
✔️ Reinforced role of the Audit Committee and independent internal audit function

📣 4. Higher standards of transparency and disclosure
✔️ Expanded disclosure expectations covering:
ESG and sustainability information
Related-party transactions
Group structure, capital structure, and indirect ownership
✔️ Encouragement of internal and external assurance for sustainability reporting

👥 5. Stronger shareholder rights & stakeholder engagement
✔️ Promotion of:
Hybrid AGMs and e-voting mechanisms
Shareholder engagement beyond General Meetings
✔️ Enhanced voting rights relating to:
Board remuneration
Material M&A transactions
Appointment of independent auditors

🌱 6. Sustainability as a core governance pillar
✔️ Introduction of a dedicated chapter on Sustainability and Stakeholder Engagement
✔️ Boards are expected to integrate ESG into:
Strategy
Risk management
Corporate disclosures
✔️ Emphasis on building long-term corporate resilience

📌 Key legal takeaway:
👉 Corporate governance is no longer about minimum legal compliance — it is a strategic legal advantage for capital access, market credibility, and sustainable growth.

📚 Source: State Securities Commission of Viet Nam & IFC.
Link PDF Viet Nam Corporate Governance Code – 2026 Edition 

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