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VIETNAM ACADEMY OF SOCIAL SCIENCES GRADUATE ACADEMY OF SOCIAL SCIENCES PHAN DANG HAI CORPORATE GOVERNANCE FOR LISTED COMPANIES BY VIETNAMESE LAW Major: Economic law Major Code: 938.01.07 ABSTRACT ON DOCTORAL THESIS ON LAW HANOI - 2019 The work is completed at: GRADUATE ACADEMY OF SOCIAL SCIENCES Supervisor: Dr Ho Ngoc Hien Dr Nguyen Van Tuyen Opponency 1: Opponency 2: Opponency 3: The Thesis will be protected before the Academy-level Thesis Review Council which is met at Graduate Academy of Social Sciences on hour ………… minute, date …… month ……… year …… The thesis can be found at the library: - National Library of Vietnam - Information - Documentation Center - Library of Graduate Academy of Social Sciences LIST OF WORKS DISCLOSURE OF THE AUTHOR Phan Dang Hai (2018), Some legal issues on preventing conflicts of interest in corporate governance for listed companies, Journal of Supervision No 08/2018, P.36-41 Phan Dang Hai (2018), Development trend of the law on corporate governance for listed companies and issues raised in Vietnam, Law Journal No 04/2018, August 2018, P.85-90 Phan Dang Hai (2019), Completing the law on corporate governance for listed companies' Board of Directors, Law Journal No 01/2019, January 2019, P.52-55, 66 PREAMBLE The urgency of title Since the nineteenth century, when the board of directors can make decisions without the consent of all shareholders in the company, it causes bankruptcy of many companies, corporate governance (CG) are firstly concerned The collapse story of Wall Street in 1929 was the clearest evidence, starting the endless debate about the role of shareholders and managers, ownership and control The development trend as well as globalization appear large-scale companies, in which, company owners are often not managers, causing more difficult control Conflicts of interest occur when shareholders owners realize that managers - representatives not maximize the interests of shareholders but only focus on increasing profits for themselves For listed companies, due to the important role derived from the characteristics of scale as well as the level of influence on the stability and sustainability of the whole economy, then CG plays a particularly important role The studies have shown that CG for listed companies is much more complicated than conventional CG due to these issues, such as: diversified ownership structure, asymmetric information, conditions for securities listing, information disclosure regime and other regulations on the stock market are stricter In recent years, many legal documents have been issued in Vietnam, to build the legal framework for CG activities such as: Securities Law 2006 (amended and supplemented in 2010), Enterprise Law 2014, Decree 71/2017/ND-CP on CG for public companies and Circular 95/2017/TT-BTC guiding Decree 71/2017/ND-CP According to general assessments, the guarantee of law enforcement on CG not only still has many shortcomings, bu also the application of new international practices that are only at the beginning There are many reasons for this situation; however, an essential problem is the lack of completeness of legal regulations From the above reason, the PhD Student has selected the topic "CORPORATE GOVERNANCE FOR LISTED COMPANIES BY VIETNAMESE LAW" as research content for my doctoral thesis on Law Purpose and research task of thesis 2.1 Research purposes The research purpose is to clarify theoretical and practical issues for law on CG for listed companies in Vietnam on the basis of studying and learning the legal experience of countries around the world, thereby proposing solutions to improve Vietnamese law on CG for listed companies 2.2 Research tasks Firstly, in terms of theory, thesis systematizes and develops theoretical issues of CG for listed companies and the law on CG for listed companies to clarify the nature and characteristics of CG for listed companies, the subjects and targets of CG for listed companies; analyzes the need to adjust by law for CG for listed companies, the specific characteristics of law on CG for listed companies in comparison with economic law and CG law in general, determines content of the law on CG for listed companies and analyzes the factors affecting this legal area Secondly, in practice, thesis analyzes, evaluates and compares current Vietnamese law provisions regarding on CG for listed companies in order to clarify the shortcomings and limitations in provisions of Vietnamese law on CG for listed companies; gives data, collects cases of violations related to listed companies to serve as evidence for scientific arguments in thesis Thirdly, thesis studies to propose views and solutions to improve the effectiveness of law enforcement on CG for listed companies in Vietnam Fifthly, thesis researches the methods of developing and enforcing laws as well as development trend of the law on CG for listed companies of countries around the world to find out the experiences and development directions that could be applied in Vietnam Subject and research scope of thesis 3.1 Research subject Subject of research of the topic is the law on CG for listed companies, specifically documents related to CG for listed companies, theoretical issues of CG in general and CG for listed companies in particular, theoretical issues of the law on CG for listed companies, the status of the legal regulations and situation of enforcement of the law on CG for listed companies in Vietnam During the research process, laws of countries, especially the CG codes in the world are also interested by the author On that basis, thesis has drawn conclusions and experiences for the process of improving the law on CG for listed companies in Vietnam 3.2 Research scope About theory, thesis researches the views of corporate covernance, CG for listed companies, and the current law on CG for listed companies in the world, focusing on countries where CG theory and CG law has been developed About practice, thesis focuses on researching the status of the law on CG for listed companies in Vietnam through the provisions of corporate law and securities law Besides, thesis has analyzed and commented on a number of legal provisions of Germany, England, USA, Australia, Japan and the OECD's CG Code to draw the necessary lessons for the process of building and improving laws in Vietnam About time, thesis focuses on research on CG law for listed companies since 2005 - the time when the concepts of CG were gradually formed in Vietnam and the first legal documents appeared which directly adjusted the issue of CG for listed companies 4.1 Research methodology The thesis is formed on the basis of the methodology of MarxismLeninism, Ho Chi Minh's thought and the Party's and State's views on improving the market economy institution in the context of international integration The methodological basis of thesis is the dialectical materialism and historical materialism 4.2 Research Methods To carry out the research tasks of thesis, the author has applied specific research methods, suitable to each research content such as: Systematic, multidisciplinary and interdisciplinary approach to humanities and sciences; Methods of analysis, logics, synthesis; Methods of analyzing legal logics; Historical, collated and statistical methods; Method of law comparison New contribution on science of thesis Firstly, thesis contains scholarly studies and the views of thesis author on CG and CG for listed companies The thesis has pointed out the characteristics of CG for listed companies, analyzing the entities participating in the relationship of CG for listed companies as well as the objectives of CG for listed companies Secondly, thesis has built up the definition of the law on CG for listed companies; at the same time, pointed out the characteristics of the law on CG for listed companies compared with the economic law in general and CG law in particular The thesis has separated the basic law contents related to CG for listed companies including the following issues: protecting shareholders' rights, model of CG for listed companies, preventing conflicts of interest, report and disclosure regimes, monitoring and handling violations Thirdly, with the research and evaluation of factors affecting the law on CG for listed companies and the development trends of the law on CG for listed companies and practices in the world, thesis has clarified the practical basis for establishing policies for CG for listed companies activities, enriching Vietnam's legislative thinking in promulgating legal regulations on governing this activity This is an important premise as a basis for building and perfecting the regulations on CG for listed companies in Vietnam in the future Fourthly, thesis has analyzed and systematically assessed the status of the law on CG for listed companies in Vietnam, showing the advantages and disadvantages in the regulations and mechanisms for implementing those regulations In the process of analysis and evaluation, thesis compares Vietnamese law with foreign laws and international practices to obtain objective and scientific judgments Fifthly, thesis has identified the requirements in perfecting the law on CG for listed companies; proposed recommendations to improve the contents of law and solutions to improve the effectiveness of law enforcement on CG for listed companies The theoretical and practical significance of the thesis Until the present time, thesis is the first research project at a Doctorallevel thesis that has studied thoroughly both theoretical and practical issues of the law on CG for listed companies The thesis is a reference source for university students, legal scientific researchers, academic managers and policy-making and law issuance of Vietnam Structure of thesis In addition to the introduction, conclusions, appendices and lists of references, thesis consists of chapters: Chapter 1: Overview of research situation Chapter 2: Theoretical issues about CG for listed companies and the law on CG for listed companies Chapter 3: Actual situation of the law on CG for listed companies in Vietnam Chapter 4: Perfecting the law on CG for listed companies in Vietnam today Chapter1 OVERVIEW OF RESEARCH SITUATION 1.1 Overview of research situation related to the title Through the study of research projects related to the title, the author has synthesized the research work into groups: i) Theoretical research works on CG for listed companies; ii) Legal research works on CG for listed companies; iii) Research works on the status of the law on CG for listed companies in Vietnam Since then, the author has learned some conclusions as follows: Firstly, the research results that thesis will inherit and continue to develop - Theoretical issues related to CG, specifically: i) Definition of CG:; ii) Role of CG; iii) Factors affecting CG - Domestic and international projects under the perspective of Law have built the basic contents of the law on CG for listed companies in Vietnam - Domestic and international researches have shown many challenges in developing CG law in general and the law on CG for listed companies in particular in Vietnam in the coming time - Domestic research projects, under the Law, have pointed out the inadequacies that need to be overcome in the current situation of CG law in general and CG law for listed companies in particular as well as made solutions to overcome these shortcomings - Because there are many research projects carried out from the economic perspective, technical and professional issues in CG are generally analyzed and evaluated quite specifically and thoroughly Secondly, thesis needs to continue research the issues which have not been thoroughly solved - About the approach: The studies which have been carried out often approach in a single discipline in terms of economics, sociology or law Although there are also some studies that have access to multi-disciplinary economic - sociological studies, a research selecting the approach of law economics - sociology has not yet been implemented - About theory: Currently, there has not been a comprehensive research on theoretical aspects of CG for listed companies and the law on CG for listed companies - About practice: The research works mainly focus on the current status of CG law Some works also refer to the current status of the law on CG for listed companies in Vietnam, whether it is general research or small contents, most of them are based on legal documents which have expired presently - About complete solutions: Due to the lack of comprehensive, direct and updated researches related to the law on CG for listed companies, the solutions to improve the regulatory framework for CG for listed companies has not been performed by the research 1.2 Basis of theoretical research 1.2.1 Agency Theory In The Wealth of Nation, Adam Smith (1776), for the first time, poses the fundamental challenge behind all the issues of CG, that is an Agency Jensen and Meckling (1976) explain as following: Agency theory relates to a contract, whereby one or several people (shareholders) assign other people (members of the Board of Directors) to perform some services on their behalf, including authorization to issue decisions If in this relationship, both parties are people who want to maximize benefits, we have reason to believe that representatives will not always act for the benefit of the owner 12 Secondly, increase the value and protect rights of shareholders CG must firstly create long-term economic profits to increase shareholder value (investors) in order to attract capital in the context of global competition on capital Thirdly, regulate the interests of stakeholders The success of the effective governance framework is associated with the ability to regulate interests between the Board of Directors, the Directors and stakeholders with the interests of shareholders Fourthly, increase the independence of the Board ò Directors and control mechanisms The Board of Directors and other control mechanisms are responsible for protecting and combating deception, wasteful assets or ineffective operations of the Board of Directors or managers 2.2 Theoretical issues about the law on corporate governance for listed companies 2.2.1 The need on adjustment by law to relations of corporate governance for listed companies The adjustment by law for CG for listed companies relations is really necessary from the following main reasons: i) CG in general and CG for listed companies in particular have a very important role, greatly affecting the socioeconomic life The law on CG for listed companies is born and developed to meet that demand; ii) Derived from the incomplete nature of the contract in the relationship of CG in general and CG for listed companies in particular; iii) CG law for listed companies creates a legal corridor for the development of CG for listed companies, ensuring the interests of parties in the relationship of CG for listed companies 2.2.2 Concept of the law on corporate governance for listed companies The law on CG for listed companies is a system of legal regulations governing social relations arisen from the relationship between shareholders, 13 the Board of Management, the Board of Directors and other stakeholders in the process of orientation, operation and control of the company to achieve certain goals We can draw some characteristics of the law on CG for listed companies as follows: Firstly, the law on CG for listed companies has the common characteristics of economic law: i) Recognize the parties' self-determination right on participating in property relations; ii) Basic rules are the ones explaining the will of parties in relationships Secondly, in addition to the general characteristics, the law on CG for listed companies has a number of specific characteristics to distinguish it from the economic law and CG law: i) Subjects and objectives of the law on CG for listed companies: Subjects of the law on CG for listed companies include both internal affairs of companies and other individuals and organizations related to the company The law on CG for listed companies is aimed at ensuring the rights of stakeholders; ii) Adjustment method of the law on CG for listed companies: The law on CG for listed companies is much stricter than the regular CG law; iii) The nature of legal regulations of CG for listed companies: The law provisions of CG for listed companies can be divided into types: the provisions with absolutely compliance, provisions with relative compliance (compliance or explanation), provisions with proposal nature; iv) Structure of the law on CG for listed companies includes: general law, specialized law, regulations and other rules of CG for listed companies 2.2.3 The basic contents of the law on corporate governance for listed companies From the approach of the law on CG for listed companies under the groups of issues, the basic contents of the law on CG for listed companies include: i) Legal regulations on protecting shareholder rights; ii) Legal 14 regulations on models of CG for listed companies; iii) Legal provisions on preventing conflicts of interest; iv) Legal regulations on report regime and announcement of information; v) Legal regulations on supervision and handling of violations 2.2.4 Factors affecting to the law on corporate governance for listed companies Factors affecting to the law on CG for listed companies are important prerequisites to the formation and development of the law on CG for listed companies in countries as well as in Vietnam, including: i) National economic management mechanism; ii) National socio-economic conditions; iii) Supporting institutions for CG law; iv) The trend of international economic integration 2.2.5 Development trend of the law on corporate governance for listed companies in the world and the arisen issues for Vietnam Determine theory of CG for listed companies: Regarding the purpose of the company, the world also appears two theories with two opposing points of view; namely, shareholder value theory and stakeholder value theory Basically, the current regulations on CG for listed companies in Vietnam have not clarified the purpose of the company Only on the basis of determining what the purpose of company is, the new legal framework for CG for listed companies can be built in a consistent and unified way Develop a model of CG for listed companies: When researching the governance model of joint stock companies around the world, there are two basic models: dual board or two-tier board model and unitary board or one-tier board model The organization according to which model depends on the actual and traditional conditions, the legal mechanism of each country In Vietnam today, there are two CG models that listed companies can choose No matter which model exists, the problems in any country are: i) Clearly define the authority of each agency in the CG for listed companies model; ii) Increase 15 quality of the company's managers, executives and supervisors; iii) Facilitate supervisory entities to fulfill their assigned responsibilities Receive the CG Codes for listed companies: System of regulations related to CG for listed company includes formal and informal regulations In essence, the CG Codes for listed companies of international organizations and countries are non-legal guidelines for the purpose of supplementing laws and other regulations of the law on CG In the context of the current legal environment of Vietnam, the Enterprise Law and the Securities Law only provide the basic principles of CG for listed companies, we should strengthen the legal framework on CG for listed companies by the development of guiding documents, especially the CG Codes applied to listed companies in a manner in consistent with the OECD CG Principles Chapter ACTUAL SITUATION OF THE LAW ON CORPORATE GOVERNANCE FOR LISTED COMPANIES IN VIETNAM 3.1 Actual situation of the legal content on corporate governance for listed companies in Vietnam The legal framework regulating CG for listed companies in Vietnam is divided into three groups with the following major legal documents: Firstly, general law group includes the following documents: Enterprise Law 2014; 2015 Accounting Law and 2013 Independent Auditing Law; The Civil Code 2015 and other Laws are the basis for CG in relation to stakeholders Secondly, specialized law group including the following documents: Securities Law 2006 (amended and supplemented in 2010); The documents under the Law are Decree 71/2017/NĐ-CP on CG for public companies; 16 Circular 95/2017/TT-BTC guiding Decree 71/2017/NĐ-CP on CG for public companies; Circular 155/2015/TT-BTC on information disclosure on the stock market Thirdly, group of regulations and rules of other CG for listed companies: scattered in Decree 71/2017/NĐ-CP and Circular 95/2017/TT-BTC with the principles and recommendations in activities of CG for listed companies 3.1.1 Current status of legal regulations on protecting shareholder rights Through the research of current regulations, the thesis found that the basic rights of shareholders of listed company have been fully recognized, emphasizing on important issues: control of company, rights to ensure fairness and rights to protect its legal rights Although there are still inconsistencies related to the determination of minority shareholders, the rights to derivative litigation, the associated mechanism to form a group of shareholders , we could consider the regulation on shareholder rights has a certain improvement, creating conditions for shareholders to use to protect themselves in practice 3.1.2 Current situation of legal regulations on model of company governance of listed company About the two CG for listed companies models: The Enterprise Law has enabled companies to be more flexible in management, increasing the responsibility for shareholders in changing social and business environments However, the current limitation is that there are not many specific regulations or guidelines for the CG model, especially for listed companies when making the same requirements even though the two models have quite a lot of different points About General Meeting of Shareholders: In general, Vietnamese law on functions, roles and duties of the General Meeting of Shareholders is consistent with Agency theory and has many similarities with international practices 17 Aboutthe Board of Directors: Due to play an important role in the company, the legal regulations give much attention to the Board of Directors, especially for listed companies Regulations relating to membership ofthe Boards of Directors, number and structure of members in the Boards of Directors, meeting of the Boards of Directors, subcommittees belonged to the Board of Directors have been fully regulated, closely to international practice However, some important roles of the Board of Directors such as establishing corporate culture and business ethics have not been recognized; the standards of the independence of the independent members of Board of Directors are still incomplete About Supervisory Board: In generally legal regulations, powers and responsibilities and activities of the Supervisory Board in listed companies are relatively clear and reasonable However, the current legal provisions just stop at regulating the rights and obligations but not paying attention to the legal mechanism to implement those rights and obligations as well as sanctions to deal with the possible violations About the legal representative: A listed company may have one or more legal representatives, subject to the provisions of the company's ruler However, the current legal regulations not have a specific mechanism if the company has more than one legal representative 3.1.3 Situation of legal regulations on preventing interests conflict Preventing interest conflicts through manager responsibilities of enterprise: In addition to the advantage of clearly defining the responsibilities of business managers, Vietnamese laws currently have still shortcomings in the delineation of those who are business managers The concept of enterprise managers in accordance with current Vietnamese law when compared with international practice, especially with the laws of some countries in the Common law family, also reveals many limitations 18 Preventing interest conflicts by controlling unusual transactions of company: Unusual transactions are those that greatly affect the company's business, company value, stock price and property rights, which can be high value transactions or the ones with related people of the company Some shortcomings still exist in the legal regulations on this issue are: i) Regulations on identifying related persons not cover all objects to be controlled in order to prevent risky of self-interest transactions in the company; ii) Regulations on controlling the value of transactions are not clear and revealing many limitations; iii) The application of the necessary measures to prevent benefit losses focuses on the interests of company 3.1.4 Current status of legal regulations on report and information disclosure regimes Information and methods of information disclosure in accordance with Vietnamese law are relatively clear, which makes information disclosure possible, ensuring shareholder's and punlic's equal access 3.1.5 Status of regulations on supervision and handling of violations The State Securities Commission is the subject responsible for supervising the contents related to the CG for listed companies Sanctions are mainly applied to violations of the law on CG as administrative sanctions With a small fine, deterrence for violating businesses and individuals is not high Meanwhile, the possible consequences, including affecting investors' rights due to inadequate access to information, may affect to stock prices , losing confidence about the company Summary, Vietnam's legal framework on CG for listed companies has been basically guaranteed The legal regulations of the CG for listed companies has met the rigorous requirements of CG for listed companies by setting conditions higher than the general CG regulations In addition, the Vietnamese law has recently made great steps in approaching international standards on CG, 19 reflected in international requirements, principles and standards of CG, which has gradually been legalized in Vietnam's legal documents However, the legal framework on CG for listed companies still has many shortcomings related to the structure and management model, functions, tasks and authority of internal agencies, protection mechanisms rights and interests of shareholders, mechanisms to control and prevent potential conflicts of interests, transparency and information disclosure 3.2 Actual situation of law enforcement on corporate governance for listed companies in Vietnam 3.2.1 The achievements In the recent years, the implementation of laws and good practices of the CG has been significantly improved in a more open and transparent manner To achieve this success, a bright spot is easy to see that listed companies begin to be aware of the responsibility and necessity of CG and have made certain efforts In addition, the activities of assessing the implemented regularly operations CG have brought positive results 3.2.2 Restrictions, shortcomings About protecting shareholder's rights: A prominent issue in CG for listed companies is the actual rights of shareholder are often violated The form of violation is expressed mainly in two forms: i) Violation of fundamental rights of shareholders; ii) Violation of fair treatment among shareholders The trend of violating the interests of shareholders and the equal treatment of shareholders is increased continuously Forms of violations of shareholders' rights are increasingly complicated and difficult to detect About the Boards of Directors: In general, the conditions and standards of the Board of Directors and members of the Board of Directors have not been ensured, the performance of the Board of Directors is not high, the independence of the Board of Directors is sometimes only formalistic 20 About the Supervisory Board: Although it is the agency that performs the role of internal monitoring and control; directly supervising the Board of Management and the Board of Directors according to the law, however; in fact, many assessments believe that the Supervisory Board in listed companies has not fully played its role Sometimes, the Supervisory Board is also taken as a support force, standing behind and abetting the Board of Directors, the Director (General Director) to carry out acts harmful to shareholders' interests About information disclosure regime: Based on the survey reports, it can be said that the compliance situation on information disclosure obligations on the stock market in recent years has been still very limited when the percentage of listed companies completing correctly and fully information disclosure is not much Among the cases where information disclosure standards are not met, the common violations are: i) Violations related to the disclosure of financial statements; ii) Violations related to the meetings of General Meeting of Shareholders; iii) Violations related to the publication of the CG Report In short, the problems of CG for listed companies in Vietnam are from the following main causes: Firstly, historical factors, business culture: The appearance of controlling shareholders is the State and the structure of centralized ownership shares From the influence of history and business culture in Vietnam, the fact that the CG for listed companies has raised the following problems: i) There is little division between ownership and management rights; ii) Loose control mechanism; iii) Lack of publicity and transparency in CG: Secondly, law construction activities: The requirement of completing the law also leading to the problem is the legal regulations are built towards progress, approaching international practices, creating a very long distance between legal provisions and operation ability of listed companies In addition, the law on CG for listed companies still exists inadequacies, which creates 21 conflicts and overlaps in the system, appearing difficulties in the process of enforcement of CG for listed companies Thirdly, activities of agencies and organizations related to CG for listed companies: competent state agencies have not clearly demonstrated the role as well as effectiveness in the supervision and enforcement of law enforcement of listed companies; lack of existence and participation of intermediary organizations to support CG Fourthly, awareness of listed companies for CG activities: general awareness on CG for listed companies is still limited; Many cases are from the lack of a sense of respecting for CG law for listed companies Chapter PERFECTING THE LAW ON CORPORATE GOVERNANCE FOR LISTED COMPANIES IN VIETNAM TODAY 4.1 The requirements of perfecting the law on corporate governance for listed companies in Vietnam in the current period Firstly, ensuring constitutionality, legality and consistency in the legal system, especially between the Enterprise Law, Securities Law and Decree 71/2017/NĐ-CP Secondly, respect the company's business autonomy Thirdly, ensure flexibility and suitability for business environment Fourthly, ensure fairness and harmony of the interests of all stakeholders to CG Fifthly, ensure transparency and efficiency Sixthly, ensure compatibility with the law and good practices in the world on CG for listed companies on the basis of socio-economic conditions in Vietnam 22 4.2 The solutions to perfect the law on corporate governance for listed companies in Vietnam today 4.2.1 General solution to perfect the legal framework of corporate governance for listed companies in Vietnam Firstly, synchronously completing the provisions of the 2014 Enterprise Law and related documents to create a basic legal framework for CG activities in general and CG for listed companies in particular Secondly, completing the provisions of Securities Law 2006 (amended and supplemented in 2010), Decree 71/2017/NĐ-CP and guiding documents with the aim of ensuring consistency and consistency with the Law on Enterprises in the legal framework of CG for listed companies; amending, supplementing and detailing regulations to ensure feasibility and efficiency in the implementation of the law on CG for listed companies; amending and supplementing regulations on CG for listed companies in specific cases; continuing to institutionalize OECD's principle issues and good CG Code for listed companies in the world into legal documents in Vietnam Thirdly, aiming to issue a proper CG Code applicable to listed companies in order to complete the framework of CG regulations for Vietnam's stock market It needs to specify which content should be legalized, what should be specified in the CG Code for listed companies 4.2.2 Recommendations to perfect the content of the law on Corporate governance for listed companies in Vietnam About protecting shareholder's rights: Modify and supplement regulations: i) rate of holding common shares of shareholders to exercise the right to nominate candidates to the Board of Directors, Supervisory Board; ii) the share ownership ratio of shareholders to exercise the right to sue against members of the Board of Directors, Director (General Director); iii) a 23 mechanism to ensure that the association forms a group of shareholders; iv) equity for voting preference shares About CG model: - Need specific instructions for each CG model - Group of solutions to complete legal regulations on General Meeting of Shareholders: Amending and supplementing the regulations on the time of notice of the meeting, the form of inviting the General Meeting of Shareholders, the rate of determining the meeting which is valid and valid of the Resolution of the General Meeting of Shareholders - Group of solutions to complete the legal regulations on the Boards of Directors: Modify and supplement regulations on structure the Boards of Directors, on the authority, responsibilities, conditions, criteria and term of the independent member of the Boards of Directors - Group of solutions to complete the legal regulations on Supervisory Board: Modify and supplement regulations on independence control board in listed company, about the authority and responsibility of Supervisory Board, on conditions and standards of Supervisors - Regarding regulations on legal representatives: Supplement regulations to make more clear in case there are more than one legal representative and the right to prioritize the Director (General Director) as the legal representative About preventing conflict of interests: Modify and supplement regulations on the concept of enterprise managers, concept of people involved, determine the value of transactions in some cases, measures to prevent transactions that harm the interests of stakeholders and the effectiveness of the stock market About the information disclosure regime: Amending and supplementing regulations related to: requiring information disclosure above on stock market; means of information disclosure; Transparent information indicator set for listed company 24 About monitoring and handling violations: Amendment and supplementation of position and authority of State Securities Commission and finalizing regulations on handling violations of CG law for listed companies in the direction of increasing sanctions against violations 4.3 Solutions to improve the efficiency of law enforcement on corporate governance for listed companies in Vietnam today 4.3.1 Group of solutions for state management agencies Firstly, strengthening discipline, ensuring law enforcement effectiveness for operations of CG for listed companies Secondly, set up a national management organization on CG Thirdly, strengthen training on knowledge and practices on CG for listed company Fourthly, accelerate the process of applying the international financial statement standards (IFRS) into Vietnam Fifthly, build or support review programs and award, honors of CG 4.3.2 Group of solutions for intermediary organizations involved to corporate governance Firstly, promote the role of Member of the Boards of Directors Secondly, improve the performance of business associations in the field of CG Thirdly, encourage to establish shareholder protection organizations 4.3.3 Group of solutions for listed companies Firstly, raise awareness about CG and complete internal documents on CG Secondly, align CG goals with sustainable development goals and ensure the interests of stakeholders Thirdly, promote the role of Board of Directors in CG Fourthly, proactively apply tools to improve standards of CG 25 Fifthly, consider use the CG solution package of securities companies and auditors CONCLUSION The law on CG for listed companies is a system of legal regulations governing social relations arisen from the relationship between shareholders, the Board of Management, the Board of Directors and other stakeholders in the process of orientation, operation and control of the company to achieve certain goals Researching the law on CG for listed companies in Vietnam is now a necessary issue for the growth and integration process of Vietnam's economy The law on CG for listed companies is influenced by many factors such as: economic management mechanism of the country, socio-economic conditions, complementary institutions and the trend of international economic integration Vietnam in the process of building and improving the law on CG for listed companies should pay special attention to the development trend of the law on CG for listed companies in the world In Vietnam, the legal framework on CG for listed companies has been formed with a lot of relatively progressive contents The legal provisions in the above documents have gradually solved the basic problems of CG In addition, Vietnamese law has achieved certain achievements in approaching international standards of CG, reflected in international requirements, principles and standards of CG, step by step legalized in Vietnamese legal documents However, the content of CG law in Vietnam still has many shortcomings Regarding the implementation of CG regulations, listed companies also begin to be aware of the importance of CG as well as improving CG activities in the direction of increasing publicity, transparency, ensuring the rights and interests of shareholders and stakeholders However, it must be recognized that Vietnam's xorporate Governance still has many limitations, focusing on the 26 following issues: protecting shareholders' rights, organization and operation of the Board of Directors, the independence of the Supervisory Board, and information disclosure regime These shortcomings are not only originated from the existing socio-economic foundation, awareness of listed companies but also from the inadequacies of legal regulations as well as the operation of competent agencies related to the field of CG In the coming time, besides strengthening the legal regulations on CG in general and CG in listed companies in particular in accordance with international principles and standards, it is necessary to continue propagating and encouraging listed companies to voluntarily apply the best practices on CG in order to form a culture of CG In addition, management agencies should have a mechanism to regularly monitor CG activities to recognize and take honors and sanctions (if necessary) for CG of listed companies based on specific criteria and standards ... communities and society According to theory of stakeholders, the company is a system of stakeholders operating in a large system of society 1.2.4 Resource Dependence Theory This theory considers... Vietnam Determine theory of CG for listed companies: Regarding the purpose of the company, the world also appears two theories with two opposing points of view; namely, shareholder value theory... COMPANIES IN VIETNAM TODAY 4.1 The requirements of perfecting the law on corporate governance for listed companies in Vietnam in the current period Firstly, ensuring constitutionality, legality and consistency