At the 8th Annual Forum (AF8) press conference, themed “Breakthrough Board of Directors: Reaching Regional Heights, Building Trust and Reputation in the Capital Market,” organized by VIOD, experts highlighted the critical role of corporate governance (CG) in Vietnam’s capital market development and attracting international investment. This is particularly significant as Vietnam strives to upgrade its market status.
Ms. Trần Anh Đào, Deputy CEO in charge of the Management Board of the Ho Chi Minh City Stock Exchange (HOSE), noted that 2025 is a pivotal year for the stock market. This is especially true as the market aims to enhance quality in line with the secondary market’s pace (FTSE Russell officially upgraded Vietnam’s stock market to the “secondary emerging” group).
Aligned with Resolution 68, Decree No. 245/2025/NĐ-CP introduces several innovations, notably linking IPOs with listings, which will significantly boost the stock market. “Vietnam is poised to attract substantial international investment. Boards of Directors must therefore break new ground, starting with awareness and changing methods to establish trust and reputation—two non-financial factors that enhance competitiveness and add value to businesses,” shared Ms. Đào.
Ms. Trần Anh Đào, Deputy CEO of the Ho Chi Minh City Stock Exchange (HOSE), speaking at the event.
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From the perspective of an institutional investor with over two decades in Vietnam’s stock market, Ms. Nguyễn Hoài Thu, Deputy CEO of VinaCapital Fund Management JSC, emphasized that corporate governance is an area listed companies must continue to improve. She views the upgrade efforts as a “starting point,” as Vietnam has significant potential to rise to emerging market status.
According to Ms. Thu, the primary concern for investors, especially foreign and institutional ones, is fair treatment of all shareholders, particularly minorities. “In Vietnam, some private companies lack separation between ownership and management. In more developed markets, transparency is a key concern for investors.”
Ms. Thu analyzed that a common issue in Vietnam is “business owners” often acting as managers, leading to blurred lines between ownership and governance. This poses challenges for minority shareholders, a position often held by investment funds.
Effective governance directly benefits a company’s financial and economic value. She explained, “Two similar companies will differ in ‘cost of funding’ based on governance quality. A company with transparent reporting, fair shareholder treatment, and an effective board will have lower funding costs.”
This difference is evident as investors pay higher prices (P/E or P/B ratios) for well-governed companies. Similarly, banks and bondholders accept lower interest rates for such companies.
Ms. Thu praised recent improvements in Vietnamese corporate governance and reporting, noting that major investors and listed companies are increasingly aware of ESG pressures.
Ms. Nguyễn Hoài Thu, Deputy CEO of VinaCapital, at the event.
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Corporate Governance as “International Currency”
Discussing the non-financial value of corporate governance, Ms. Hà Thu Thanh, Chairwoman of the Vietnam Institute of Directors (VIOD), described it as an “international currency” that uniquely enhances a company’s market value.
“Effective, transparent, and compliant governance boosts investor confidence and corporate reputation. A company’s value is measured not only by financial metrics but also by non-financial information.”
Ms. Thanh termed this “soft competitiveness,” derived from non-financial capital: human capital (corporate and governance culture) and leadership.
Ms. Hà Thu Thanh, Chairwoman of VIOD.
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Experts agreed on four core investor concerns from a corporate governance perspective:
Fair Shareholder Rights and Treatment: Timely dividend payments; transparent, timely access to reports, AGMs, earnings calls, and briefings; facilitated AGM participation, input, and voting; disclosure and monitoring of conflicts of interest and related-party transactions.
Investment Efficiency.
Board Competence and Effectiveness: Diverse, capable board structure; independent, specialized oversight; professional, efficient execution; performance evaluation mechanisms.
Sustainable Development (ESG): ESG governance implementation; climate change and risk management focus.
Ms. Thu noted that many listed companies still view ESG as optional. However, long-term investors like VinaCapital prioritize sustainability, often inquiring about climate change strategies.
“If our portfolio companies address these four areas, we’re confident in their investment performance,” affirmed the VinaCapital representative.
The VIOD Chairwoman stressed that with market upgrades, international investors expect higher governance and transparency standards. They focus on financial performance, governance structure, board independence, internal controls, conflict management, timely reporting, and ESG quality.
To seize new opportunities, Ms. Thanh urged boards to adopt a breakthrough mindset, focusing on:
Proactive Compliance: Ensuring trust through effective adherence to standards.
Strategic Leadership: Integrating ESG into governance and development strategies.
Average Corporate Governance Scores of Listed Companies Over the Years
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 Source: VIOD
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– 23:39 27/11/2025
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