Hanoi, 31 December 2025
Announcement of the Practical Guide for Independent Directors
In the context of increasingly elevated corporate governance standards, particularly with respect to transparency, integrity, and accountability of the Board of Directors (BoD), Independent Directors of the BoD (ID) are increasingly recognized as a critical component in ensuring balanced interests, enhancing objectivity, and improving the quality of board-level decision-making, while contributing to the protection of the legitimate rights and interests of shareholders and other stakeholders.
With the objective of supporting the effective and professional fulfilment of the role of IDs in Vietnam, the Vietnam Independent Directors Association (VNIDA) and the VNIDA Institute of Corporate Governance (VNICG), with CGS Vietnam Joint Stock Company (CGS Vietnam) as the principal drafting partner and Indochine Counsel as the technical partner, have jointly developed and officially published the “Practical Guide for Independent Directors”. The Guide has been developed through a balanced integration of Vietnam’s prevailing legal framework, domestic and international corporate governance best practices, as well as the extensive practical experience of experts and practitioners in the field of corporate governance.
The Guide adopts a structured and practice-oriented approach, covering the entire lifecycle of the role of an ID, from nomination and appointment, to the performance of duties and the handling of situations arising during board participation. Therefore, the Guide assists IDs in gaining a clearer understanding of their position, powers, duties, and responsibilities within the corporate governance framework, while providing practical guidance, tools, and recommendations to support the effective discharge of their role in a manner tailored to the specific context of each enterprise.
“Designed as a comprehensive professional resource – covering the legal framework, competency standards, processes, and practical methods of performance, we hope this guidance will serve as a useful handbook for IDs in their professional practice. Simultaneously, it is also a valuable reference for enterprises, regulators, shareholders, and organizations supporting corporate governance in effectively applying the IDs mechanism, contributing to the advancement of a transparent, professional, and standards-based corporate governance environment in Vietnam.”, shared by Mr. Hoang Duc Hung, Director of VNIDA Institute of Corporate Governance Research (VNICG), on the significance of the publication.
The full publication is available for download here: VNIDA_Practical Guide for IDs_EN
VNIDA expects that the “Practical Guide for Independent Directors” will serve as a practical reference for IDs, enterprises, shareholders, regulators, and other stakeholders in enhancing the role, standing, and professionalism of IDs, thereby contributing to the broader dissemination and consolidation of good corporate governance practices in Vietnam. This Guide is also essential for specialists and business leaders who wish to pursue the VNIDA’s Charted Independent Director (VNCID) Pathway.
About VNIDA
Vietnam Independent Directors Association (VNIDA) is a professional association operating nationwide, licensed by the Ministry of Home Affairs under Decision No. 04/QD-BNV dated 5 January 2022. With the mission of promoting best practices in corporate governance, VNIDA contributes to enhancing the professionalism, independence, and transparency of boards of directors and independent directors in Vietnam. For more information, please visit: https://www.vnida.vn/
About VNICG
VNIDA Institute of Corporate Governance (VNICG) is a scientific organization under VNIDA, certified by the Ministry of Science and Technology under Registration Certificate No. A-2762 dated 27 February 2025. VNICG is tasked with conducting research, providing training, and delivering corporate governance solutions to enhance governance capacity and foster sustainable development for Vietnamese enterprises. For more information, please visit: https://www.vnicg.vn/
About CGS Vietnam
CGS Vietnam is a boutique consulting firm specializing in corporate governance, risk management, internal audit and sustainable development. CGS Vietnam was founded by leading local experts with a mission of bringing values in our specialized areas to businesses in Vietnam to build a strong governance foundation and sustainable development. For more information, please visit: https://cgsvietnam.com/