International Journal of Scientific Research and Engineering Development

The Board of Directors (BOD) and the Director/General Director constitute the two core governance bodies in Vietnamese joint-stock companies, playing a decisive role in corporate management and operational efficiency. The Law on Enterprises 2020 has expanded corporate autonomy in designing governance structures; however, its implementation has revealed several legal ambiguities and practical challenges. Key issues include the lack of a clear delineation of powers between the Board of Directors and the Director/General Director; insufficiently specific provisions governing the dismissal and removal of board members; inadequacies in the legal framework for monitoring transactions involving potential conflicts of interest; legal uncertainties concerning the appointment and dismissal of externally hired Directors/General Directors; and governance risks arising from the model of multiple legal representatives. By examining the current legal framework and its practical implementation, this article identifies the principal shortcomings of Vietnam's corporate governance regulations applicable to joint-stock companies and proposes recommendations for legal reform. These recommendations aim to strengthen corporate governance, enhance transparency and accountability, promote a balanced allocation of managerial powers, and better safeguard the legitimate rights and interests of both companies and their shareholders.

Thi Huyen Pham, "Improving the Legal Framework Governing the Board of Directors and the Director/General Director in Vietnamese Joint-Stock Companies" International Journal of Scientific Research and Engineering Development, V9(4): Page(206-214) May-June 2026. ISSN: 2581-7175. www.ijsred.com. Published by Scientific and Academic Research Publishing.