Corporate Governance in Vietnam: 6 Powerful 2026 Rules

Disclosure and Corporate Governance for Vietnamese Public Companies has tightened considerably in recent years, and boards need a clear map of periodic filings, ad-hoc triggers and independence requirements to stay compliant.

The legal framework for disclosure obligations of Vietnamese public companies continues to rest on the 2019 Securities Law and Decree 155/2020/NĐ-CP, but has been significantly updated by Decree 245/2025/NĐ-CP (effective 11 September 2025) and Circular 08/2026/TT-BTC (issued 3 February 2026) — part of a wider reform package tied to FTSE Russell’s official reclassification of Vietnam to Secondary Emerging Market status on 8 October 2025.

This briefing, prepared by IVLF Advisors’ corporate governance advisory team, analyses periodic and ad-hoc disclosure obligations, together with governance requirements for public companies under the current legal framework.

Table of Contents

Periodic disclosure: deadlines companies need to track

Public companies must disclose quarterly financial statements within 20 days of quarter-end; a corporate governance report within 30 days after each 6-month period and after fiscal year-end; and an annual report within a specified period after publishing the audited annual financial statements. Because sources differ on the precise number of days applicable to the audited annual financial statements and the annual report respectively, companies should cross-check directly against Circular 96/2020/TT-BTC (as amended by Circular 68/2024, Circular 18/2025 and Circular 08/2026/TT-BTC) when planning disclosure for each specific reporting period.

Ad-hoc disclosure: the 24-hour rule

Beyond periodic obligations, public companies must disclose ad-hoc (extraordinary) information within 24 hours of an event listed under Circular 96/2020/TT-BTC (as amended), including: decisions to increase or decrease charter capital; significant investment, capital contribution or borrowing decisions; General Meeting of Shareholders resolutions with extraordinary content; a company bank account being frozen; and dividend or treasury share decisions. For events such as a change of key personnel (CEO) or related-party transactions, companies should carefully review the specific provision applicable to each case, as the scope and disclosure timeframe can vary depending on the nature of the transaction.

Governance model: Supervisory Board or an Audit Committee under the Board

The 2020 Enterprise Law (Article 137) allows a joint-stock company to choose between two governance models: the traditional model with a Supervisory Board independent of the Board of Management, or the single-tier model without a Supervisory Board but requiring at least 20% of Board members to be independent members and the establishment of an Audit Committee under the Board of Management. This is a point companies should consider carefully when drafting or amending their charter, as switching governance models between General Meetings can affect personnel structure and internal oversight processes.

Independent board member requirements

Under Decree 155/2020/NĐ-CP, an unlisted public company must have at least one-fifth of its Board members as independent members; for a listed company, the minimum number of independent members is set according to Board size: 1 member if the Board has 3 to 5 members, 2 members if 6 to 8 members, and 3 members if 9 to 11 members. Independent member criteria under the 2020 Enterprise Law include: not having been an employee of the company for the preceding 3 years, not receiving remuneration from the company other than Board member fees, having no close relatives who are major shareholders, and not personally holding 1% or more of charter capital.

Penalties for disclosure violations

Decree 156/2020/NĐ-CP on administrative penalties in the securities sector, as amended by Decree 306/2025/NĐ-CP (issued 25 November 2025, effective 9 January 2026), raised the penalty levels for disclosure violations, unreported trading and breaches of securities offering and issuance rules. The specific fine applicable to each type of violation varies across a relatively wide range depending on the nature and severity of the breach; companies should refer directly to the penalty schedule in Decree 306/2025/NĐ-CP when assessing compliance risk for a specific violation type.

Counsel’s view: Following Vietnam’s FTSE Russell upgrade, regulators have tended to tighten oversight of disclosure compliance to maintain foreign investor confidence. Public companies should review their internal ad-hoc disclosure procedures — particularly the 24-hour deadline — as this is the obligation most prone to breach given its dependence on the speed of internal information flow between departments.

Frequently asked questions

How long does a public company have to disclose quarterly financial statements?
Within 20 days of quarter-end.

Is a public company required to have a Supervisory Board?
No — a company may instead adopt the single-tier model with an Audit Committee under the Board of Management, under Article 137 of the 2020 Enterprise Law.

What is the deadline for ad-hoc disclosure?
24 hours from the occurrence of an event on the specified list.

IVLF Advisors’ corporate governance advisory team helps public companies build compliant disclosure procedures and governance structures under current law. Speak with our team about your public company’s governance for tailored advice.

Corporate Governance for Vietnamese Public Companies: Board Committee Structure

Corporate governance for Vietnamese public companies is built around a two-tier model — a Board of Management and a separate Supervisory Board — but the 2020 Enterprise Law also permits a single-tier structure under Article 137, in which an Audit Committee sits under the Board of Management and performs internal audit oversight instead of a stand-alone Supervisory Board. Companies preparing for an IPO or stock exchange listing should decide on this structure early, since switching models after listing requires a charter amendment and shareholder approval at a General Meeting. A Remuneration and Nomination Committee is not yet mandatory under Vietnamese law, but Decree 245/2025/NĐ-CP and the wider governance reforms tied to Vietnam’s FTSE Russell upgrade have pushed listed issuers toward voluntary adoption of such committees as an investor-confidence signal — a trend our team tracks closely in our FTSE upgrade legal checklist.

Common Corporate Governance Pitfalls in Vietnamese Public Companies

In our advisory practice, the same governance and disclosure mistakes recur across Vietnamese public companies year after year:

Missing the four-month AGM deadline — the annual General Meeting of Shareholders must convene within four months of fiscal year-end, extendable only once with Department of Finance approval.
Treating the 24-hour ad-hoc disclosure clock as a “business day” clock — the deadline runs from the moment the triggering event occurs, not from when the board is formally informed.
Under-counting independent Board members after a share issuance or M&A transaction dilutes existing shareholders and changes Board composition thresholds.
Failing to update internal disclosure procedures to reflect Decree 245/2025/NĐ-CP and Circular 08/2026/TT-BTC, leaving IR and legal teams working from an outdated compliance manual.
Conflating the Audit Committee with external audit — the Audit Committee under Article 137 is an internal governance body; it does not replace the independent external auditor required under securities law.

Corporate Governance for Vietnamese Public Companies: A Practical Compliance Checklist

Boards and company secretaries can use the following checklist to pressure-test their corporate governance and disclosure readiness:

Map every trigger event on the ad-hoc disclosure list against an internal owner and a 24-hour escalation path.
Confirm the Board’s independent-member ratio still meets the Decree 155/2020/NĐ-CP threshold after any recent share issuance.
Cross-check the company charter and internal governance regulations against Decree 245/2025/NĐ-CP and Circular 08/2026/TT-BTC, and amend where gaps exist.
Run an annual training refresh for IR, legal and company secretary staff on disclosure deadlines and penalty exposure under Decree 306/2025/NĐ-CP.
Maintain a dated disclosure log as an audit trail in case of a State Securities Commission inspection.

For the official text of current securities regulations, companies can consult the State Securities Commission of Vietnam or the government’s legal document portal at vanban.chinhphu.vn. Issuers weighing a private placement alongside governance upgrades should also review our briefing on private placements to foreign investors under Decree 245/2025.

Disclosure and Corporate Governance for Vietnamese Public Companies: Related Resources

For board-level compliance support on Disclosure and Corporate Governance for Vietnamese Public Companies, see IVLF Advisors’ corporate advisory services, and check current disclosure filings via the Ho Chi Minh Stock Exchange portal.

Corporate Governance Compliance Calendar for Vietnamese Public Companies

Good corporate governance is not a one-off filing — it is a recurring calendar of obligations that boards and company secretaries need to track throughout the year. Missing a single deadline can trigger administrative fines and, in serious cases, a qualified opinion from the external auditor.

Q1: Finalise and disclose audited annual financial statements; prepare the annual general meeting (AGM) documentation package.
Q2: Convene the AGM (within four months of fiscal year-end, extendable with regulator approval); disclose AGM resolutions and any changes to the Board or Supervisory Board within the statutory window.
Q3: Publish the semi-annual reviewed financial statements; refresh related-party transaction registers.
Q4: Conduct the annual internal corporate governance self-assessment; review board committee charters and independence declarations ahead of the next reporting cycle.

Companies planning an IPO or listing in Vietnam should map this calendar against the pre-IPO governance upgrades regulators expect, since weak corporate governance track records are a common cause of delayed listing approvals.

Common Questions on Corporate Governance for Vietnamese Public Companies

Does a foreign-invested public company face additional corporate governance duties? Yes — where foreign ownership limits are approached or exceeded, the company must also monitor beneficial-ownership disclosure and sector-specific caps alongside its standard governance obligations.

Who enforces corporate governance rules for listed companies? The State Securities Commission of Vietnam supervises listed-company governance and disclosure compliance; see the regulator’s public guidance at ssc.gov.vn and the Ministry of Finance’s legal publications at mof.gov.vn for current circulars.

What is the fastest way to benchmark our governance maturity? Compare your board composition, committee structure and disclosure cadence against the checklist above, then engage independent legal counsel to close any gaps before the next reporting cycle.

Corporate Governance Benchmarks: Vietnam vs Regional Peers

Boards benchmarking their corporate governance practices often ask how Vietnam’s framework compares with Singapore, Malaysia or Thailand. In practice, Vietnam’s disclosure timelines are broadly similar, but enforcement has tightened noticeably since the FTSE Russell upgrade review began, and regulators now expect listed companies to demonstrate genuine board independence rather than nominal compliance.

Board independence: at least one-third independent, non-executive members is increasingly the de facto expectation for larger issuers, even where the statutory minimum is lower.
Related-party transactions: pre-approval by independent directors or the Supervisory Board before execution, not after-the-fact ratification.
Whistle-blower channels: an internal reporting line that escalates directly to the Audit Committee or Supervisory Board, bypassing management.
Annual corporate governance report: a standalone section (not just boilerplate) benchmarking the company against the Corporate Governance Code issued under Circular 116 and subsequent guidance.

Companies that treat corporate governance as a compliance checkbox rather than a genuine board practice tend to underperform on investor roadshows and face harder questions during due diligence for a bond issuance or subsequent capital raise. Building a credible corporate governance track record two to three years ahead of a planned IPO materially shortens listing review timelines.

Corporate Governance Disclosure Rules Vietnam: Reporting Obligations for Public Companies

Public companies must build a compliance calendar around the corporate governance disclosure rules Vietnam imposes, since periodic and event-based reporting each carry separate deadlines. The public company reporting obligations Vietnam framework requires timely disclosure of related-party transactions, insider share trades, and material events, while the State Securities Commission disclosure requirements increasingly emphasize English-language filings for issuers with foreign shareholders.

Strong board governance compliance Vietnam listed company practice also means documenting independent director assessments and internal audit committee minutes, which regulators now review more closely during periodic inspections.