Corporate Governance Beyond Borders - Global Forces Redefining Board Leadership in Vietnam
Insights from the
Vietnam Independent Directors Association (VNIDA)
In recent years, the global landscape has undergone profound transformation. Geopolitical tensions, economic fragmentation, supply chain realignment, and the convergence of international standards have reshaped expectations for corporate boards everywhere. And Vietnam is no exception. Today, board members must move beyond overseeing performance and compliance. They must understand how global currents reshape risks, opportunities, and the strategic direction of the organisations they lead.
The traditional boundaries separating local governance from external forces have blurred. Geopolitical tensions ripple through markets. Global trade and tax regimes shift with little warning. Regulatory frameworks across jurisdictions are becoming more advanced and aligned. Corporate governance in Vietnam is therefore being redefined along three dimensions:
• Greater Geopolitical Awareness
• Stronger Economic Adaptability, and
• Deeper Regulatory Sophistication
Geopolitical Fragmentation and the New Geography of Risk
The world is moving from globalisation toward fragmentation. Strategic competition among major powers, ongoing conflicts, and the rise of new economic blocs are altering trade routes and investment decisions. Supply chains that once prioritised efficiency are now redesigned for resilience and diversification.
Vietnam has become a key destination for supply chain relocation. The country benefits from foreign investment as companies seek alternatives to traditional manufacturing hubs. Yet this opportunity comes with exposure. Export markets are more volatile; trade remedies and defensive tariffs are increasing; and supply chains connected to geopolitically sensitive regions face heightened scrutiny.
Geopolitical risk is now a strategic concern for Vietnamese boards. Decisions on market concentration, export exposure, or sourcing strategies carry consequences beyond cost. Boards must assess how tensions in the Taiwan Strait, the South China Sea, Eastern Europe, or the Middle East could disrupt logistics, energy supply, capital flows, and regulatory stability. Scenario planning, supply chain stress testing, and diversification have become essential elements of board oversight.
Global Economic Realignment and the Need for Financial Resilience
Alongside geopolitical uncertainty, the global economy is undergoing structural change. Inflationary pressures, fluctuating interest rates, tighter credit conditions, and uneven recovery across major markets have created persistent volatility. Trade policies are shifting, with measures such as the European Union's Carbon Border Adjustment Mechanism, stricter rules of origin, and heightened anti-dumping actions reshaping market access.
For Vietnamese enterprises integrated into global manufacturing networks, these developments present significant governance challenges. Compliance costs may rise. Export competitiveness may weaken. Revenue forecasts become harder to sustain when global demand fluctuates.
Boards must therefore expand their oversight beyond traditional financial reporting. They need to assess how macroeconomic conditions influence liquidity, supply chain costs, and long term planning. Stress testing against global shocks, monitoring exposure to interest rate cycles, and revisiting capital allocation decisions have become essential responsibilities. Financial governance and strategic governance are now inseparable.
Alignment with International Governance Standards
Transparency, accountability, and responsible conduct are becoming universal expectations. International organisations such as the OECD (Organisation for Economic Co-operation and Development), FATF (Financial Action Task Force), IOSCO (International Organization of Securities Commissions) and the IMF (International Monetary Fund) continue to shape global governance standards. Vietnam is aligning more closely with these expectations as part of its integration into global markets.
Boards must assess how tensions in the Taiwan Strait, the South China Sea, Eastern Europe, or the Middle East could disrupt logistics, energy supply, capital flows, and regulatory stability. Scenario planning, supply chain stress testing, and diversification have become essential elements of board oversight.
Recent reforms demonstrate this shift. Mandatory bilingual disclosures require companies to communicate more clearly with international investors. Enhanced beneficial ownership rules strengthen transparency in corporate structures and support global initiatives against corruption. Governance framework is being refined to promote stronger board independence, more effective oversight, and better protection of shareholder rights. These developments signal Vietnam's commitment to build a governance environment that is more transparent and aligned with international norms.
FTSE (Financial Time Stock Exchange) Russell recently upgraded Vietnam from a frontier market to a secondary emerging market. The upgrade reflects improvements in disclosure practices, governance frameworks, investor protections, and market operations. It shows that Vietnam is closing the gap with established emerging markets in areas vital to institutional investors, including board quality, reporting standards, and regulatory enforcement.
The upgrade also indicates the path ahead. As Vietnam advances in market classification, governance expectations will tighten further. Requirements for accurate and timely disclosure will increase. Boards will face greater scrutiny on independence, conflicts of interest, related party transactions, and the integrity of decision making. Shareholder protection and equitable treatment will be monitored more closely by both regulators and global investors.
This trajectory places significant responsibility on corporate boards. Board members must strengthen oversight of governance frameworks, disclosure quality, board composition, and ownership transparency. They must ensure that their organisations operate within governance standards that meet global expectations.
Conclusion: A New Mandate for Vietnamese Corporate Boards
Vietnam stands at a critical point where global opportunities and rising complexity intersect. Supply chain shifts and investor interest continue to grow, but so do risks driven by geopolitical tensions, economic volatility, and higher governance expectations. As these forces intensify, board roles are changing. Directors must pair local insight with global awareness, guide resilient and competitive strategies, and anticipate risks emerging beyond Vietnam's borders.
Corporate governance in Vietnam is no longer a domestic matter. It is a cross border responsibility that demands stronger oversight, greater transparency, and alignment with international standards. Boards that adapt to this new landscape will be best positioned to earn investor confidence and lead effectively in an increasingly interconnected world.
Authors
Mr. Dang The Duc
Vice President & Secretary General at VNIDA
Mr. Ngo Dang Loc
Associate at Indochine Counsel
Owned by: Institute of Directors, India
Disclaimer: The opinions expressed in the articles/ stories are the personal opinions of the author. IOD/ Editor is not responsible for the accuracy, completeness, suitability, or validity of any information in those articles. The information, facts or opinions expressed in the articles/ speeches do not reflect the views of IOD/ Editor and IOD/ Editor does not assume any responsibility or liability for the same.
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