Board of Directors of the Public Joint Stock Company

19:07, 11/07/2024

On June 6, 2017, the Government of Vietnam promulgated Decree 71/2017/ND-CP providing guidance on corporate governance for public companies, replacing Circular 121/2012/TT-BTC. According to the regulations in the above Decree, the composition of the Board of Directors (BOD) of public joint-stock companies is specified as follows.

1. The number of members of the Board of Directors of a public company shall be at least 03 and at most 11. The structure of the Board of Directors should ensure a balance among members with knowledge and experience in law, finance, and the company's business activities, taking into account gender factors.

2. The structure of the Board of Directors of a public company should ensure a balance between executive and non-executive members. At least 1/3 of the total board members must be non-executive members.

3. A public company should minimize the concurrent holding of executive positions by members of its Board of Directors to ensure the independence of the Board.

4. In cases where an unlisted public company operates under a model that does not include a Supervisory Board, the structure of the company's Board of Directors must ensure that at least 1/5 of the total board members are independent members. If the number of board members is less than 05, the company must ensure that there is at least 01 independent board member.

5. The structure of the Board of Directors of a listed company must ensure that at least 1/3 of the total board members are independent members.

More details can be found in Decree 71/2017/ND-CP, effective from August 1, 2017.

- Ngoc Duyen -

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