Is the director of the joint stock company required to be a member of the board of directors in Vietnam?

Is the director of the joint stock company required to be a member of the board of directors in Vietnam?

Pursuant to Article 162 of the Law on Enterprises 2020 on Directors and General Directors of joint stock companies as follows:

1. The Board of Directors shall designate one of its members or hire a person as the Director/General Director.

2. The Director/General Director shall manage the company’s everyday busines operation, is supervised by and responsible to the Board of Directors Members and the law for his/her performance.

The term of office of the Director/General Director shall not exceed 05 years without term limit.

...

Thus, the director of the joint-stock company may be a member of the board of directors or be hired to run the company's business in Vietnam.

Rights and obligations of directors of joint stock companies in Vietnam

Pursuant to Clause 3 of this Article, the director of a joint stock company has the following rights and obligations:

3. The Director/General Director has the following rights and obligations:

a) Decide everyday operating issues of the company that are outside the jurisdiction of the Board of Directors;

b) Organize the implementation of resolutions and decisions of the Board of Directors;

c) Organize implementation of the company’s busines plans and investment plans;

d) Propose the company’s organizational structure, rules and regulations;

dd) Designate, dismiss the company’s executives, except those under jurisdiction of the Board of Directors;

e) Decide salaries and other benefits of the company’s employees, including the executives designated by the Director/General Director;

g) Recruit employees;

h) Propose plans distribution of dividends or settlement of business losses;

i) Other rights and obligations specified by law, the company's charter, resolutions and decisions of the Board of Directors.

Best Regards!