Abstract: This article examines the legal regulations in Italy and China concerning the protection of minority shareholders' rights in the nomination and election of independent directors within publicly listed companies, particularly in the context of concentrated ownership structures. It also addresses challenges encountered in the enforcement of these laws. Based on this analysis, the article proposes recommendations for Vietnam to enhance its legal framework governing the nomination and election of independent directors in publicly listed companies, aiming to improve enforcement effectiveness and strengthen investor confidence.
Key words: Election of independent directors, listed companies, minority shareholders, Vietnam
Independent members of the Board of Directors (“BOD”) are a mandatory requirement for listed public companies in many jurisdictions, including Viet Nam. This requirement aims to enhance the supervisory effectiveness of the BOD, strengthen transparency in corporate governance, and protect the interests of shareholders, particularly minority shareholders (“MSHs”)[1]. However, in practice, the role and effectiveness of independent members are often limited in companies with concentrated ownership structures, where controlling shareholders exert significant influence over governance decisions.
According to many scholars, in companies with concentrated ownership structures characterized by the presence of controlling shareholders, conflicts between controlling shareholders and MSHs are a common and concerning phenomenon[2]. In such a context, corporate managers tend to prioritize the interests of controlling shareholders over the overall interests of the company[3]. One of the principal mechanisms for protecting the rights of MSHs is the establishment of an independent BOD capable of effectively supervising executive management, thereby ensuring that corporate decisions are not manipulated for the private benefit of controlling shareholders. Nevertheless, in reality, independent members of the BOD are often nominated and elected by controlling shareholders, which diminishes their substantive independence. To address this issue, ensuring the rights of MSHs to nominate and elect independent members of the BOD is considered a viable mechanism to strengthen the substantive independence of the BOD, enhance supervisory effectiveness, and thereby help mitigate conflicts of interest within concentrated ownership structures[4].
In concentrated ownership structures, major shareholders often directly participate in the Board of Directors (BOD) or executive management, thereby establishing control over the company. Even without holding all shares, they can still exert influence over corporate activities by virtue of possessing a sufficiently large proportion of voting rights[5]. In Viet Nam, concentrated ownership is a common feature among listed public companies, with control typically concentrated in a group of major shareholders[6]. In practice, in enterprises where a group of large shareholders holds controlling power, corporate governance activities are often affected by group interests, leading to asymmetry in rights and benefits among shareholder groups, in which minority shareholders (MSHs) are the most disadvantaged[7]. In Viet Nam, controlling shareholders often dominate the election of independent members of the BOD and pay little attention to the opinions of MSHs [8]. This phenomenon may undermine the substantive meaning of the supervisory mechanism. Given this situation, in order to better protect the rights of MSHs, enhance transparency in corporate governance, and strengthen investor confidence, it is essential to study and draw on international experience concerning mechanisms that ensure the rights of MSHs in electing independent members of the BOD.
This article focuses on analyzing the legal provisions and practical implementation in Italy and China regarding mechanisms that ensure the rights of MSHs in the nomination and election of independent members of the BOD in listed joint stock companies under concentrated ownership structures. On that basis, the article proposes several recommendations to improve the legal framework in Viet Nam, aimed at enhancing the protection of the lawful rights and interests of MSHs and strengthening corporate governance efficiency in line with international practices.
The article is conducted based on the following research questions, hypotheses, and methodology:
Research question 1: How do China’s cumulative voting mechanism and Italy’s slate voting system differ in terms of their ability to protect minority shareholders (MSHs), implementation costs, and the key conditions determining the success of each mechanism?
Research hypothesis 1: Italy’s slate voting mechanism is superior to China’s cumulative voting system in protecting MSHs, as it ensures mandatory representation for MSHs. However, the actual effectiveness and implementation costs of both mechanisms depend on supporting institutions. Specifically, slate voting succeeds thanks to its low coordination costs, facilitated by specialized intermediary organizations and simple, transparent administrative procedures; whereas cumulative votingachieves limited effectiveness in China due to high coordination costs stemming from the large proportion of individual investors, the absence of supportive platforms, and a lack of transparency in information disclosure.
Research question 2: What lessons can Viet Nam draw from Italy and China to improve its legal framework in order to ensure the rights of MSHs to nominate and elect independent members of the Board of Directors (BOD), while maintaining a reasonable balance between the rights of controlling shareholders and those of MSHs?
Research hypothesis 2: Experience from Italy and China indicates that, to ensure the rights of MSHs in nominating and electing independent members of the BOD, Viet Nam must not only improve its legal provisions but also develop mechanisms to support implementation. Specifically, lowering nomination thresholds[9], simplifying procedures, clearly defining the role of intermediary organizations connecting MSHs, and monitoring collusive behavior may enable MSHs to exercise their rights substantively, while maintaining a reasonable balance of interests with controlling shareholders in the context of concentrated ownership.
Research methodology: The article primarily employs the following research methods:
First, the analytical–synthetic method: This method is used to analyze legal provisions, academic literature, and enforcement practices, as well as to synthesize related factors to clarify issues concerning minority shareholders’ rights in the nomination and election of independent members of the Board of Directors.
Second, the comparative legal method: This method is applied to compare legal provisions and enforcement practices in Italy, China, and Viet Nam, focusing on mechanisms for protecting minority shareholders in the context of concentrated ownership, thereby identifying similarities, differences, and lessons learned.
According to agency theory, in companies with concentrated ownership structures, agency conflicts primarily arise not between shareholders and managers, but between controlling shareholders and minority shareholders - referred to as Type II agency conflicts[10]. In such contexts, minority shareholders (MSHs) are often in a disadvantaged position due to their limited coordination capacity and divergent interests, which makes them vulnerable to expropriation by controlling shareholders. Such expropriation may occur through mechanisms such as unfair profit distribution or misuse of corporate assets, among others[11].
Although protecting the interests of minority shareholders is not the core mandate of independent board members - whose loyalty must primarily be to the company, and whose decisions must serve the company’s best interests rather than those of any individual or group of shareholders - this does not exempt them from the responsibility to safeguard minority shareholders [12]. Through their independent oversight role, independent directors contribute to transparency and fairness in the decisions of the Board of Directors (BOD) and management, thereby helping to protect the legitimate rights and interests of minority shareholders within the framework of the company’s overall interests.
In the context of concentrated ownership, ensuring that minority shareholders have the right to nominate and elect independent members of the BOD brings several key benefits to corporate governance. Independent directors elected by minority shareholders tend to maintain a higher level of objectivity, thereby establishing a more balanced power structure between controlling and minority shareholders [13]. Empirical studies have shown that independent directors elected by minority shareholders can effectively prevent opportunistic behavior by controlling shareholders and protect minority shareholders from arbitrary decisions[14]. In essence, guaranteeing minority shareholders’ rights to nominate and elect independent directors serves as an important mechanism to strengthen the accountability of the BOD, mitigate shareholder conflicts, and enhance firm value by reducing agency costs. Moreover, it demonstrates the company’s commitment to good corporate governance standards, thus reinforcing investor and market confidence.
In Italy - a country characterized by highly concentrated ownership structures in listed public companies[15], where controlling shareholders often hold substantial control - the law has made significant efforts to protect the legitimate rights and interests of minority shareholders (MS), mitigate agency conflicts, enhance the democratic nature of the Board of Directors (BOD), and ultimately increase firm value[16]. One of the most distinctive mechanisms introduced for that purpose is the “slate voting” system for electing members of the BOD[17]. This mechanism is a mandatory requirement for listed public companies and is regarded as a hallmark of Italy’s corporate governance framework. Under slate voting, minority shareholders are entitled to nominate and elect at least one member of the BOD (including independent directors)[18], thereby ensuring a more balanced composition of the board.
Slate voting was first introduced in Italy under Law No. 474/1994 on the privatization of state-owned enterprises. To promote liquidity and share transferability, this law required the inclusion of slate voting in the Articles of Association of certain companies controlled by the State or public authorities. In 1998, Legislative Decree No. 58/1998, known as the Consolidated Law on Finance (Testo Unico della Finanza – TUF), made the application of slate voting mandatory for electing members of the Board of Statutory Auditors, in order to ensure representation for minority shareholders. Subsequently, Law No. 262/2005 on Savings Protection (Legge sulla tutela del risparmio) amended the TUF to extend the slate voting system to the election of the BOD. Initially, the minimum shareholding threshold required to submit a slate of candidates was 2.5% of the share capital, but Legislative Decree No. 303/2006 later authorized the Italian National Commission for Companies and the Stock Exchange (Commissione Nazionale per le Società e la Borsa – “Consob”) to adjust this percentage based on factors such as the company’s market capitalization, free float, and ownership structure of the listed company[19]. The most recent reform of the slate voting mechanism was carried out under Law No. 21/2024 (Capital Markets Law – Legge Capitali)[20].
The fundamental principle of slate voting is to allow shareholders to submit their own lists (slates) of candidates, ensuring representation for both majority and minority shareholders. Initially, each shareholder was allowed to support only one slate, with candidates ranked in order of priority, and could not vote individually for each member of the Board of Directors (BOD)[21]. However, Law No. 21/2024 introduced major reforms to the slate voting mechanism: if the slate submitted by the outgoing BOD obtains the majority of votes, an additional individual voting procedure must be conducted for each candidate on that slate. These amendments take effect from 1 January 2025.
Under the current provisions of Italian law, the nomination and election process for members of the BOD in listed public companies is carried out as follows:
First, conditions and procedure for submitting a slate of candidates:
According to Article 147-ter(1) and (1-bis) of the TUF, in order to submit a slate, shareholders or groups of shareholders must hold a minimum shareholding percentage. This percentage is set out in the company’s Articles of Association and must not exceed 1/40 of the share capital, or another percentage determined by Consob, depending on the company’s market capitalization, free float, and ownership structure. As of 2025, Consob’s published thresholds range from 0.5% to 4.5% of the share capital[23]. The minimum shareholding is calculated at the time of submission, based on the number of shares actually owned by the shareholder at that date. Each slate must indicate which candidates meet the statutory and bylaw criteria for qualification as independent directors. Slates must be submitted no later than 25 days prior to the shareholders’ meeting convened to elect the BOD and must be made publicly available at the company’s headquarters, on the company’s official website, and through other means prescribed by Consob, at least 21 days before the meeting.
Moreover, if provided for in the company’s Articles of Association, the outgoing BOD may also submit its own slate of candidates for election. The number of candidates on this slate must equal the number of board seats to be filled plus one-third. This decision requires the approval of at least two-thirds of the outgoing BOD members. The slate must be submitted and published at least 40 days before the shareholders’ meeting convened to elect the BOD (Article 12(1)-(2), Law No. 21/2024).
Second, voting procedure at the General Meeting of shareholders and allocation of Board seats:
If the slate submitted by the outgoing Board of Directors (BOD) is the only validly submitted slate, then all members of the BOD to be elected shall be selected entirely from that slate.
If the slate submitted by the outgoing BOD receives the highest number of votes at the General Meeting of Shareholders, the candidates on that slate shall be elected through an individual voting process, whereby each candidate is voted on separately. Candidates are then ranked according to the number of votes they receive, from highest to lowest. Those with the highest vote counts, corresponding to the number of available seats, are deemed elected. In the event of a tie, the candidate listed first on the slate shall be given priority (Article 12(3)(a), Law No. 21/2024).
Pursuant to Article 12(3)(b) of Law No. 21/2024, if the slate submitted by the outgoing BOD receives the highest number of votes, the minority shareholders’ representatives in the newly elected BOD shall be selected from other slates, according to the following rules:
(i). If the total votes obtained by other slates (up to two slates ranked in descending order of votes received) do not exceed 20% of the total votes cast, those slates shall still be allocated board seats proportionally to the number of votes received, but in any event not less than 20% of the total BOD seats. The remaining seats shall be allocated to the slate submitted by the outgoing BOD that obtained the highest number of votes.
(ii).If the total votes obtained by other slates (up to two slates) exceed 20% of the total votes cast, such slates shall be allocated board seats in proportion to the votes received, provided that each slate obtains at least 3% of the total votes. Votes cast for slates that fail to reach the 3% threshold shall be reallocated proportionally among the slates that meet or exceed the threshold. This 3% minimum threshold ensures that only slates with meaningful shareholder support can be represented, thereby eliminating excessively small slates lacking genuine backing. Consequently, only groups with a certain level of consensus are entitled to representation, preventing excessive fragmentation among minor slates and promoting a more cohesive and effective BOD structure.
The above provisions demonstrate efforts to strengthen the rights of minority shareholders (MSHs) in electing members of the Board of Directors (BOD), including independent directors, by ensuring a minimum proportion of seats for lists submitted by MSHs.
In addition, Clause 4, Article 12 of Law No. 21/2024 provides that if the list submitted by the outgoing BOD receives the highest number of votes, the Chair of the Internal Audit Committee must be an independent director who was not elected from that list. This provision may help prevent an excessive concentration of power in the hands of the controlling shareholders or the current management, thereby creating a more balanced distribution of power within the BOD and enhancing the protection of MSHs’ interests. It may also indirectly encourage greater participation of MSHs in selecting genuinely independent and responsible BOD members, instead of allowing majority groups to make all the decisions. As a result, MSHs have more opportunities to safeguard their rights and contribute to improving the BOD’s accountability as well as fairness in corporate governance.
Furthermore, regarding the submission of candidate lists and voting, Clause 6, Article 144-sexies of CONSOB Regulation No. 11971 dated 14 May 1999 (as amended in 2025) requires that: “A shareholder may not submit or vote for more than one list, including through a proxy or trust company. Shareholders belonging to the same group and shareholders who are parties to a shareholders’ agreement concerning the shares of the issuer shall also not be allowed to submit or vote for more than one list, including through a proxy or trust company. A candidate may appear in one list only”[24]. This rule aims to prevent major shareholders from manipulating election results by covertly controlling both majority and minority lists through affiliated or coordinated entities.
It should also be noted that under Clauses 4 and 4-bis, Article 101-bis of the TUF, any coordinated action intended to acquire, maintain, or strengthen control over a listed company is deemed to constitute acting in concert. Therefore, if a group of MSHs coordinate their actions to elect BOD members or independent directors with the purpose of gaining control of the company, they may be considered to be acting in concert. In such cases, the group of MSHs must comply with the Mandatory Tender Offer (MTO) requirements under Article 106 TUF. This regulation is designed to ensure that other shareholders have the right to exit and an equal opportunity to sell their shares under fair conditions when a change of control occurs.
Italy’s experience provides valuable lessons for other legal systems—particularly those characterized by concentrated ownership structures—on how to design electoral mechanisms that reconcile the controlling shareholders’ rights with the protection of MSHs’ interests and ensure the independence of the BOD.
Although listed public companies in Italy generally have a highly concentrated ownership structure, they still attract a significant number of institutional investors, the majority of whom are foreign institutional investors[25]. The most notable feature of Italy’s corporate governance system lies in empowering minority shareholders (MSHs) to appoint at least one member to the Board of Directors (BOD) and the Board of Statutory Auditors through the slate voting mechanism. However, the slate voting mechanism alone is not sufficient to effectively encourage the participation and voting of MSHs. Two other key factors have also played a crucial role in motivating MSHs (including institutional investors) in Italy to take a more active part in corporate governance:
(i) The adoption of the record date mechanism under the TUF, in accordance with the EU Shareholders’ Rights Directive, has simplified and enhanced the transparency of procedures for attending and voting at general shareholders’ meetings. As a result, institutional investors are no longer constrained by unfavourable rules requiring continuous shareholding for a certain period before the meeting. This allows them to take a more proactive role in preparing candidate lists, planning voting strategies, and coordinating effectively with other MSHs[26].
(ii) The proactive intermediary and coordinating role of Assogestioni (the Italian Association of Asset Managers) - which represents the majority of domestic and foreign asset managers operating in Italy. Assogestioni publishes the Italian Stewardship Principles and promotes collective engagement initiatives to facilitate the nomination of BOD and Board of Statutory Auditors members through the slate voting process. Assogestioni has thus established a legitimate and practical platform for institutional investors to jointly nominate candidates to the BOD and the Board of Statutory Auditors while remaining compliant with the legal restrictions on unlawful concerted action[27].
According to data from Consob, in 2021, the proportion of companies having at least one member of the Board of Directors (BOD) - including independent directors - nominated by minority shareholders (MSHs) increased significantly, reaching over 56% of all listed companies, compared to approximately 37% in 2011[28].
From the above analysis, it can be observed that in Italy[1], the slate voting mechanism has generally achieved its goal of strengthening the nomination and election rights of MSHs. Evidence of this is the substantial increase over the past decade in the proportion of companies with at least one BOD member (including independent directors) nominated by this group. THowever, such effectiveness can only be maintained when accompanied by supporting mechanisms, including: (i) Transparent and flexible participation and voting procedures, enabled by the record date mechanism under the TUF; (ii) The active presence and coordinating role of intermediary organizations, notably Assogestioni, which facilitate lawful collaboration and candidate nomination among MSHs. An important lesson for Viet Nam is that empowering MSHs is only effective when supported by an accompanying ecosystem. To enhance the participation of MSHs, Viet Nam should simplify voting procedures to attract both domestic and foreign institutional investors; and encourage or facilitate the establishment and operation of intermediary or specialized associations that play a coordinating and legal-support role, enabling MSHs to collectively and lawfully nominate representatives in an efficient manner.
China provides a particularly relevant context for examining corporate governance dynamics in a concentrated ownership structure[29]. The Chinese government positions independent directors as a “special supervisory force” within the corporate governance framework, aimed at enhancing oversight effectiveness and protecting shareholders’ interests under China’s unique institutional conditions[30].
In China, the current legal framework governing independent directors of listed companies is primarily set out in the following instruments: the Company Law of the People’s Republic of China (as amended in 2023); the Code of Corporate Governance for Listed Companies 2018; and notably, the Measures for the Administration of Independent Directors of Listed Companies 2023 issued by the China Securities Regulatory Commission (CSRC).
The nomination of candidates for independent directors in listed companies is regulated by Article 9 of the Measures for the Administration of Independent Directors of Listed Companies 2023. Accordingly, the board of directors (BOD), the board of supervisors, or shareholders/shareholder groups holding at least 1% of the company’s issued shares may nominate candidates for the position of independent director. An investor protection organization established in accordance with law may publicly invite shareholders to authorize it to exercise the right to nominate independent directors on their behalf. This provision effectively strengthens the voice of minority shareholders (MSHs) by enabling a specialized intermediary organization to aggregate their shareholdings and exercise a legally valid right of nomination for independent director candidates. Furthermore, the law requires that the consent of the nominee be obtained prior to nomination. The nominator bears responsibility for verifying the nominee’s professional qualifications, academic background, work experience, concurrent positions, and any record of dishonesty or misconduct. The nominator must also assess the nominee’s compliance with the independence standards and other relevant requirements. Each nominee must publicly commit to fulfilling the standards and duties applicable to independent directors[31]. The requirement that nominators obtain prior consent from nominees and conduct thorough due diligence regarding their qualifications plays an important role in ensuring the quality of candidates for independent directorships. The mandatory public commitment to independence enhances integrity, transparency, and accountability within the governance framework.
Regarding the election mechanism, similar to Viet Nam, Chinese law also recognizes the cumulative voting method in electing members of the Board of Directors (BOD) in general, and independent directors in particular, in listed public companies. Specifically, pursuant to Article 117 of the Company Law of the People's Republic of China (amended in 2023)[32], the General Meeting of Shareholders may adopt cumulative voting when electing members of the BOD in accordance with the company’s Articles of Association or resolutions of the General Meeting of Shareholders. However, it should be noted that for listed public companies in which a single shareholder or a group of persons acting in concert holds 30% or more of the shares, the application of cumulative voting is mandatory and must be stipulated in detail in the company’s Articles of Association[33]. Accordingly, Chinese law links the application of cumulative voting to the ownership structure, mandating that listed public companies with controlling shareholders or groups of shareholders must apply the cumulative voting method in the election of BOD members, including independent directors. This regulatory approach reflects the legislator’s intention to enhance the representation and protection of minority shareholders (MSHs). In a context of concentrated ownership, controlling shareholders often have the ability to dominate the election of the BOD, thereby weakening the voice and supervisory role of other shareholders. The mandatory adoption of cumulative voting in such cases helps enable MSHs to combine their voting power to nominate and elect their representatives to the BOD, thus promoting diversity and balance of power within the internal governance structure.
In addition, for all listed public companies, when two or more independent directors are to be elected, the use of cumulative voting is also compulsory. Furthermore, the votes cast by MSHs must be calculated separately and publicly disclosed[34]. This provision may help enhance transparency and accountability in the election process and better assist regulatory authorities, investors, and the public in monitoring the practical effectiveness of rules designed to protect MSHs.
The continuous reforms in the legal framework governing independent directors of the Board of Directors (BOD) in recent years reflect the Chinese government’s determination to align with international standards of good corporate governance. In this context, cumulative voting is regarded as an important instrument enabling minority shareholders (MSHs) to pool their votes and secure representation on the BOD, thereby enhancing their role and voice in corporate governance. However, in practice, the effectiveness of this mechanism in China has remained rather limited. This situation stems from several reasons as follows:
First, the cumulative voting mechanism is considered to be effective mainly for MSHs with sufficient resources and coordination capacity - typically institutional investors. Conversely, for MSHs who are individual investors - usually highly dispersed, lacking concentration and the necessary consensus strength - the mechanism is difficult to utilize effectively[35]. Meanwhile, listed companies in China are characterized by concentrated ownership structures and the overwhelming presence of individual investors[36], while institutional investors remain underdeveloped. In this context, the adoption of cumulative voting in Chinese listed companies has not yielded the expected outcomes[37].
Second, companies’ failure to fully disclose relevant information and the short time frame for voting have created barriers for MSHs in exercising their voting rights effectively[38].
Third, coordination among MSHs in China faces numerous challenges—even among institutional investors. One major obstacle lies in the lack of domestic platforms to facilitate investment cooperation, which makes it difficult for MSHs to coordinate collective actions and share costs. Moreover, although there are no legal prohibitions against collaboration among investors, concerns about regulations on persons acting in concert and the enforcement of competition law may lead to excessive compliance. This, in turn, inadvertently discourages cooperative activities and reduces the effectiveness of investor coordination in exercising voting rights[39].
Thus, the cumulative voting mechanism[2] - particularly with its mandatory application in listed companies with a concentrated ownership structure (where a shareholder or a group of shareholders holding 30% or more of the shares) - demonstrates China’s determination to enhance supervisory effectiveness and protect the rights of minority shareholders (MSHs). However, in practice, the effectiveness of this mechanism remains limited. Cumulative voting only proves truly effective when MSHs possess sufficient coordination capacity, which is typically the case for institutional investors. Meanwhile, in China, most MSHs are individual investors who are highly dispersed, lack motivation and platforms for cooperation, and therefore fail to consolidate enough votes to exercise their granted rights. Other obstacles include insufficient disclosure of information, short voting periods, and concerns over potential violations of the “acting in concert” regulations, which tend to suppress collective coordination. An important lesson for Viet Nam is that cumulative voting cannot automatically deliver effectiveness merely through legal stipulation; rather, it must be accompanied by supporting mechanisms, such as: facilitating and encouraging the development of institutional investors and professional investor protection organizations; enhancing transparency in the disclosure of election-related information and clearly defining accountability obligations of nominators to ensure the quality of independent board members; and removing barriers to coordination and collective action among MSHs.
From the analysis in Sections 2.1 and 2.2 regarding the slate voting mechanism in Italy and the cumulative votingmechanism in China, several conclusions can be drawn as follows:
First, regarding the capacity to protect minority shareholders (MSHs): Slate voting proves superior to cumulative voting in that it ensures at least one mandatory seat for MSHs, regardless of the dominance of controlling shareholders. In contrast, cumulative voting only increases the possibility of MSH representation if MSHs are able to coordinate their voting efforts. When MSHs are predominantly dispersed individual investors, the mechanism demonstrates limited effectiveness.
Second, regarding enforcement costs: For listed companies, cumulative voting incurs lower implementation costs due to its relatively simple voting procedure. Meanwhile, Italy’s slate voting mechanism involves higher operational costs as it requires the submission of multiple lists, complex seat-allocation calculations, and early disclosure of information.
Third, regarding institutional conditions: Italy benefits from the presence of strong intermediary organizations (notably Assogestioni), a large base of institutional investors, and transparent legal procedures, all of which facilitate effective coordination among MSHs. By contrast, China lacks supportive platforms, while concerns over potential “acting in concert” violations discourage shareholder cooperation; institutional investors remain underdeveloped, and markets are still heavily influenced by controlling shareholders. Both mechanisms indicate that supportive institutional frameworks are a decisive factor for their effectiveness.
Fourth, regarding suitability to the Vietnamese context: Viet Nam exhibits a concentrated ownership structure and a predominance of individual shareholders, which closely resembles the Chinese setting. Moreover, the cumulative votingmechanism has already been implemented in Viet Nam; therefore, its improvement and refinement would be feasible and cause minimal disruption. Meanwhile, Italy’s slate voting model offers a mandatory protection mechanism for MSHs, which may be suitable for enhancing governance standards in large-scale listed companies (such as the VN30 group[40]) and for supporting the objective of sustainable foreign capital attraction.
Vietnamese law currently does not provide a specific definition of minority shareholders (MSHs). However, Clause 18, Article 4 of the Law on Securities 2019, as amended and supplemented in 2024, stipulates that: “A major shareholder means a shareholder holding 5% or more of the voting shares of an issuing organization”.
From this provision, it can be inferred that in listed public companies in Viet Nam, small shareholders or MSHs are “those holding less than 5% of the company’s voting shares”. This concept will be used for analytical purposes throughout this paper.
The nomination and election of independent members of the Board of Directors (BOD) in listed public companies in Viet Nam are conducted in accordance with the general provisions on the nomination and election of BOD members in joint-stock companies, while also complying with additional corporate governance requirements applicable to public companies, as follows:
Regarding the nomination process:
- Shareholders or groups of shareholders holding 10% or more of the total ordinary shares, or a smaller percentage as prescribed in the company’s Charter, shall have the right to nominate candidates for the BOD[41].
- In cases where the company’s Charter does not provide otherwise, the nomination of candidates for the BOD shall be carried out as follows[42]:
(i). Shareholders holding ordinary shares who form a group to nominate candidates for the BOD must notify other attending shareholders of the group formation prior to the opening of the General Meeting of Shareholders (GMS).
(ii). Based on the number of BOD members, the shareholders or groups of shareholders referred to in this Clause shall have the right to nominate one or several persons as BOD candidates, as determined by the GMS. In cases where the number of candidates nominated by shareholders or groups of shareholders is lower than the number of candidates they are entitled to nominate under the GMS’s decision, the remaining candidates shall be nominated by the BOD, the Supervisory Board, and other shareholders.
- For public companies, the following additional requirements shall apply[43]:
(i). Once the list of BOD candidates has been determined, the public company must disclose information about the candidates at least 10 days before the opening date of the GMS on the company’s website so that shareholders can review the candidates prior to voting.
(ii). In cases where the number of BOD candidates nominated and self-nominated remains insufficient as required by the Law on Enterprises, the incumbent BOD may introduce additional candidates or organize a new nomination process in accordance with the company’s Charter and the internal regulations on corporate governance.
Regarding the election of independent members of the Board of Directors:
The election of independent members of the Board of Directors (BOD) in listed public companies is also conducted in accordance with the general provisions on the election of BOD members, specifically by means of cumulative voting, unless otherwise provided in the company’s Charter[44]. Accordingly, listed public companies in Viet Nam are not required to adopt the cumulative voting method and may stipulate otherwise in their Charters.
The cumulative voting mechanism is designed to enhance the ability of minority shareholders (MSHs) to have their representatives elected to the BOD. In theory, this mechanism allows MSHs to accumulate all of their votes for one or a few specific candidates, thereby increasing the chances of those nominees being elected. However, a significant challenge lies in the fact that not all MSHs possess sufficient information, resources, or motivation to exercise, or effectively exercise, the rights granted to them - particularly in the case of individual investors. In Viet Nam, MSHs (most of whom are individual investors) are still considered to have not developed a habit of forming alliances with one another[45]. Given this characteristic, the cumulative voting mechanism has limited effectiveness in practice. Consequently, controlling shareholders often dominate the election of independent BOD members, and the voices of MSHs remain underrepresented[46].
First, under current Vietnamese law, to be eligible to nominate candidates for the Board of Directors (BOD), a shareholder or group of shareholders must own at least 10% of the total ordinary shares, or a smaller percentage if provided otherwise in the company’s Charter[47]. This provision applies uniformly to all types of joint stock companies - whether listed public companies, unlisted public companies, or non-public joint stock companies - without distinguishing by capital size, ownership structure, or shareholder dispersion. However, applying a fixed threshold of 10% to all joint stock companies may lead to unreasonable consequences. For listed public companies with large charter capital and highly dispersed ownership, assembling 10% of total shares can be a significant barrier for minority shareholders (MSHs), limiting their ability to nominate candidates for election to the BOD. According to the Viet Nam Securities Depository and Clearing Corporation (VSDC), as of 31 July 2025, Viet Nam’s stock market recorded 10,447,486 domestic trading accounts, of which 10,428,983 accounts belonged to individual investors. Among foreign investors, there were 48,781 accounts, with 44,103 held by individual investors[48]. These figures indicate that individual investors account for approximately 99.82% of domestic and 90.41% of foreign accounts, reflecting their overwhelming presence in the Vietnamese securities market. Nevertheless, listed companies in Viet Nam generally exhibit highly concentrated ownership structures, with most shares held by one or a few major shareholders. Consequently, despite their numerical dominance in terms of trading accounts, individual investors usually hold only a modest proportion of total ownership. Several experts have even observed that the 10% threshold is “virtually unattainable for small shareholders.”[49]. To address this issue, the Italian approach - under which Consob (the Commissione Nazionale per le Società e la Borsa – Italy’s securities market regulator) is empowered to determine the minimum shareholding percentage required to nominate candidates, based on factors such as market capitalization, number of outstanding shares, and ownership structure of each listed company - offers a useful reference. Viet Nam could consider adopting a similar mechanism to facilitate greater participation of MSHs in the nomination process.
Second, the experiences of Italy and China indicate that although mechanisms empowering minority shareholders (MSHs) to nominate and elect independent members of the Board of Directors (BOD) - such as slate voting or cumulative voting - have been established, these mechanisms alone are insufficient to ensure that MSHs can effectively exercise their rights. What is crucial is the existence of supporting mechanisms for enforcement, particularly in the context of Viet Nam, where individual investors dominate but lack the ability to coordinate their actions. Both Italy and China allow MSHs to collectively authorize an intermediary, such as a trust company or a specialized organization, to aggregate and represent their interests in nominating and electing independent BOD members. This approach helps overcome the dispersion problem and the organizational limitations faced by individual shareholders acting on their own. Vietnamese law currently does not provide any provision permitting such collective authorization mechanisms. Moreover, the experience from China demonstrates that the absence of institutional platforms to facilitate cooperation makes it difficult for MSHs to coordinate actions and share associated costs. Given this reality, Viet Nam may consider developing a legal framework that allows MSHs to collectively delegate authority through a professional intermediary or specialized organization. At the same time, it would be beneficial to encourage and support the establishment of an organization representing individual investors, which could serve as a platform enabling MSHs to connect, coordinate, and pool resources in exercising their rights.
Third, even with adjustments to the minimum ownership threshold and the introduction of a collective authorization mechanism, there remains a need for a sufficiently strong voting method to ensure that the voices of minority shareholders (MSHs)are effectively represented on the Board of Directors (BOD) of listed companies. Both practice in Viet Nam and the experience of China demonstrate that cumulative voting does not guarantee MSHs a seat on the BOD, particularly in companies where controlling shareholders hold dominant power. In contrast, Italy’s slate voting mechanism ensures at least one mandatory seat for the list submitted by MSHs. Together with supportive institutional measures, this mechanism has helped Italian listed companies attract a large number of foreign institutional investors and promote active participation of institutional investors in corporate governance. At present, Vietnamese listed companies have yet to attract many professional institutional investors - a group highly valued for their commitment to responsible investment and their capacity to advance corporate governance standards. This partly reflects the limited confidence in the domestic corporate governance environment[50]. To attract high-quality capital flows from professional institutional investors, Viet Nam must raise its corporate governance standards, particularly in terms of transparency, accountability, and shareholder protection in line with international best practices, in which protecting MSHs is a core priority. In this context, Viet Nam could consider adopting the slate voting mechanism in listed companies as a means to enhance MSH representation, improve governance effectiveness, and strengthen the confidence of international institutional investors. To ensure feasibility and minimize market disruption, such reform should be implemented gradually. [6] A suitable approach would be to pilot the mechanism over a five-year period among companies included in the VN30 and HNX30 indices[51]. These firms - characterized by large market capitalization, high liquidity, and diverse ownership structures - generally demonstrate stronger governance practices and are therefore better positioned to adapt to the new mechanism, serving as models for the broader market. The five-year timeframe is sufficient to cover at least one full BOD election cycle, allowing for a comprehensive assessment of reform impacts. However, an interim review after two to three years should be conducted to make timely policy adjustments and avoid the risk of a prolonged pilot without tangible results. In parallel, it is essential to identify measurable performance indicators to evaluate reform outcomes and provide a basis for policy refinement before broader implementation. These indicators will help quantify the reform’s effectiveness and support evidence-based policymaking in improving the protection of MSH rights.
Fourth, several scholars have emphasized that any reform in corporate governance should aim to establish a reasonable balance between the interests of controlling shareholders and minority shareholders (MSHs)[52]. Accordingly, strengthening the role of independent members of the Board of Directors (BOD) should not be construed as an attempt to undermine the legitimate control rights of major shareholders over the company’s direction and strategy. Rather, the core function of independent directors is to ensure that controlling shareholders do not engage in self-dealing behaviors, such as tunneling - the extraction of company assets for personal benefit - that may harm other shareholders, particularly MSHs[53]. Therefore, ensuring the rights of MSHs in nominating and electing independent directors must also take this balance into account. Both Italy and China have established regulations concerning collusion behaviors to monitor and regulate cooperation among shareholders in listed companies. These rules aim to prevent manipulative conduct, unlawful control of shares, or non-transparent influence over voting rights in the General Meeting of Shareholders. Viet Nam should likewise develop clear legal provisions on collusion to both prevent the abuse of collective powerthat could negatively impact the market and other shareholders, and at the same time promote effective coordination among MSHs. However, as evidenced by China’s experience, Viet Nam must also be mindful of the risk of “over-compliance” - where shareholders refrain from legitimate cooperation out of fear of being accused of collusion. It is therefore essential to clearly define “collusive behavior”, distinguishing between ordinary cooperation among shareholders and coordinated actions aimed at exerting control.
A notable characteristic of listed public companies in Viet Nam is the high concentration of ownership among three main shareholder groups: state shareholders, large institutional shareholders, and large individual shareholders[54]. This ownership concentration poses significant challenges to the protection of MSHs’ rights. In this context, strengthening the presence and enhancing the substantive role of independent members of the Board of Directors (BOD) is crucial. To minimize the controlling shareholders’ influence over independent BOD members, ensuring MSHs’ rights in nominating and electing independent BOD members is essential[55]. This would enable independent members to maintain an objective and distinct position from the controlling shareholder group, thereby improving the independence and effectiveness of the BOD’s supervisory activities and better protecting the interests of both the company as a whole and MSHs. To complete the legal framework on the nomination and election of independent BOD members in listed public companies, Viet Nam may draw lessons from Italy and China, which share similarities with Viet Nam in terms of concentrated ownership structures.
REFERENCES
1. Alex Yueh-Ping Yang, Ensuring the Board’s Independence in Controlled Companies: An Enhanced Nominating Committee Proposal, in Current Legal Issues in American and Taiwanese Law , 15 (Laurent Mayali & Kuan-Ling Shen eds., 2023), https://www.ssrn.com/abstract=4027689
2. Assonime, An Analysis of Slate Voting in Italy, 76 (2011), https://web.unica.it/static/resources/cms/documents/AssonimeANANALYSISOFSLATEVOTINGINITALY.pdf
3. Consob, Report on Corporate Governance of Italian Listed Companies 46 (2021)
4. Feng Cao et al., Governance by One-Lot Shares, 60 J. Financ. Quant. Anal. 874, 2 (2025), https://www.cambridge.org/core/product/identifier/S0022109024000516/type/journal_article
5. Francesca Cappellieri, The Slate-Vote System as a Mechanism to Mitigate the Risk of Self-Dealing Transactions via RPTs, 9 J. Gov. Regul. 122, 123 (2020), https://virtusinterpress.org/The-slate-vote-system-as-a-mechanism-to-mitigate-the-risk-of-self-dealing.html
6. Franklin Allen, Jun Qian & Meijun Qian, Law, Finance, and Economic Growth in China, 77 J. Financ. Econ. 57 (2005), https://www.sciencedirect.com/science/article/pii/S0304405X0500036X
7. Giovanni Strampelli, Institutional Investor Stewardship in Italian Corporate Governance 1 (2020), https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3626288
8. Griffin Geng, Research Report: Director Independence 16 (2023), https://assets.ctfassets.net/m5mydry9e35f/2uMmJFAS8Dc3fIO9qnco2S/2bc96064ced957bd37e6ff74b02eff6f/Dr._Griffin_Geng_Report_1_September_2023_-_NZX_CGI_Director_Independence_FINAL.pdf
9. Guido Ferrarini & Marilena Filippelli, Independent Directors and Controlling Shareholders around the World, in Research Handbook on Shareholder Power 269 (2015)
10. Junmeng Chang, The Role of Independent Directors in Ensuring Good Corporate Governance, 12 Front. Bus. Econ. Manag., 7 (2023)
11. Kieu Trang, Minority shareholders are better protected, Securities Quick News, 2021, https://www.tinnhanhchungkhoan.vn/post-266540.html (truy cập ngày 28/7/2025)
12. Lucian Bebchuk & Assaf Hamdani, Independent Directors and Controlling Shareholders, 165 Univ. Pa. Law Rev. 1271, 1291 (2017)
13. M P Paridhi Selvan & M Kannappan, A Study on Role of Independent Directors in Protecting the Rights of Minority Shareholders, 119 Int. J. Pure Appl. Math., 844 (2018)
Nguyen Thu Hien & Tram Duy Thanh, “Ownership structure and the potential for corporate manipulation,” Nhip Cau Dau Tu Magazine, https://nhipcaudautu.vn/kinh-doanh/cau-truc-so-huu-va-kha-nang-thao-tung-doanh-nghiep-3255716/ (truy cập ngày 22/7/2025)
15. Nguyen Van Loc, Legal Instruments for Protecting Minority Shareholders, Dau Tu Chung Khoan (2025), https://www.tinnhanhchungkhoan.vn/post-365926.html (truy cập ngày 22/7/2025)
16. Organizing Committee of the 2024 Vietnam Listed Company Awards, Corporate Governance Assessment Report Vietnam Listed Companies 2024 (2024), https://static2.vietstock.vn/vietstock/2024/11/20/20241120_corporate_governance_assessment_report_on_vietnamese_listed_companies_2024.pdf
17. Phan Duy Hiep, Shareholder conflicts of interest and shareholder rights protection under Vietnamese law, Industry and Trade Magazine, No. 12 (2021)
18. Pietro Fera, Gianmarco Salzillo & Caterina Cantone, Minority Directors: A Review of Determinants and Consequences and Suggestions for Future Research, 18 Corp. Board Role Duties Compos. 8, 9 (2022), https://virtusinterpress.org/Minority-directors-A-review-of-determinants-and-consequences-and-suggestions-for-future-research.html
19. PRI Association, Policy Briefing: Unlocking the Potential of Shareholder Voting in China 4, https://www.unpri.org/stewardship-in-china/policy-briefing-unlocking-the-potential-of-shareholder-voting-in-china/11411.article (last visited Aug. 7, 2025)
20. Sang Yop Kang, The Independent Director System in China: Weaknesses, Dilemmas, and Potential Silver Linings, 9 Tsinghua China Law Rev., 180 (2017).
21. Sara De Masi & Andrea Zorzi, Enhancing Board Monitoring Tasks: The Effect of Minority-Elected Directors, 15 Int. J. Bus. Manag., 85 (2020)
22. Themistokles Lazarides, Minority Shareholders: Useful Idiots, Free Riders or the Achilles Heel of the Corporate Idea?, 10 Theor. Econ. Lett. 488, 492 (2020), https://www.scirp.org/journal/doi.aspx?doi=10.4236/tel.2020.103031
23. Thi Ngoc Lan Le, Ownership Structure, Governance and Stock Liquidity in Vietnam (2019) (Dissertation dissertation, Queensland University of Technology)
24. Tran Thang Long & Phan Huy Lam, Provisions of the Law on Enterprises 2020 on shareholders, the board of directors, directors, and general directors of joint-stock companies – shortcomings and recommendations for improvement, Legislative Studies Journal, Nos. 02+03 (2022).
25. VNIDA & FiinGroup, Survey Report on Members of the Board of Directors in Public Companies in Viet Nam 57 (2023)
26. VSDC, Information on the number of domestic and foreign trading accounts in July 2025 (as of 31 July 2025), Viet Nam Securities Depository and Clearing Corporation, https://vsd.vn/vi/ad/185856 (accessed 10 August 2025)
27. Yanqiao Zheng,Ownership Concentration and Independent Director Effectiveness: Governance Challenges under China’s New Company Law, 93 CHINA ECON. REV. 102474 (2025), https://www.sciencedirect.com/science/article/pii/S1043951X25001324
[*] Master of Laws, Doctoral Candidate at the University of Law, Hue University. Email: dotranhalinh@gmail.com, approved for publication on October 28, 2025.
[1] Junmeng Chang, The Role of Independent Directors in Ensuring Good Corporate Governance, 12 Front. Bus. Econ. Manag. 7 (2023).
[2] Sara De Masi & Andrea Zorzi, Enhancing Board Monitoring Tasks: The Effect of Minority-Elected Directors, 15 Int. J. Bus. Manag., 85 (2020).
[3] Id.
[4] Id.
[5] Nguyen Thu Hien & Tram Duy Thanh, Ownership Structure and the Possibility of Corporate Manipulation, Nhip Cau Dau Tu Magazine, https://nhipcaudautu.vn/kinh-doanh/cau-truc-so-huu-va-kha-nang-thao-tung-doanh-nghiep-3255716/ (truy cập ngày 22/7/2025).
[6] Thi Ngoc Lan Le, Ownership Structure, Governance and Stock Liquidity in Vietnam (2019) (Dissertation dissertation, Queensland University of Technology).
[7] Phan Duy Hiep, Shareholder Conflicts of Interest and the Protection of Shareholders’ Rights under Vietnamese Law, Industry and Trade Magazine, No. 12 (2021).
[8] VNIDA & FiinGroup, Survey Report on Board Members of Public Companies in Viet Nam, p. 57 (2023).
[9] Meaning a reduction in the minimum shareholding ratio required for a shareholder or group of shareholders to have the right to nominate candidates to the Board of Directors.
[10] Alex Yueh-Ping Yang, Ensuring the Board’s Independence in Controlled Companies: An Enhanced Nominating Committee Proposal, in Current Legal Issues in American and Taiwanese Law , 15 (Laurent Mayali & Kuan-Ling Shen eds., 2023), https://www.ssrn.com/abstract=4027689.
[11] Themistokles Lazarides, Minority Shareholders: Useful Idiots, Free Riders or the Achilles Heel of the Corporate Idea?, 10 Theor. Econ. Lett. 488, 492 (2020), https://www.scirp.org/journal/doi.aspx?doi=10.4236/tel.2020.103031.
[12] M P Paridhi Selvan & M Kannappan, A Study on Role of Independent Directors in Protecting the Rights of Minority Shareholders, 119 Int. J. Pure Appl. Math. 844 (2018).
[13] Griffin Geng, Research Report: Director Independence 16 (2023), https://assets.ctfassets.net/m5mydry9e35f/2uMmJFAS8Dc3fIO9qnco2S/2bc96064ced957bd37e6ff74b02eff6f/Dr._Griffin_Geng_Report_1_September_2023_-_NZX_CGI_Director_Independence_FINAL.pdf.
[14] See,e.g.,Pietro Fera, Gianmarco Salzillo & Caterina Cantone, Minority Directors: A Review of Determinants and Consequences and Suggestions for Future Research, 18 Corp. Board Role Duties Compos. 8, 9 (2022), https://virtusinterpress.org/Minority-directors-A-review-of-determinants-and-consequences-and-suggestions-for-future-research.html.
[15] Lucian Bebchuk & Assaf Hamdani, Independent Directors and Controlling Shareholders, 165 Univ. Pa. Law Rev. 1271, 1291 (2017).
[16] Francesca Cappellieri, The Slate-Vote System as a Mechanism to Mitigate the Risk of Self-Dealing Transactions via RPTs, 9 J. Gov. Regul. 122, 123 (2020), https://virtusinterpress.org/The-slate-vote-system-as-a-mechanism-to-mitigate-the-risk-of-self-dealing.html.
[17] The list-based voting system in Italian is referred to as “Voto di lista”, commonly known in English as “slate voting”.
[18] Cappellieri, supra note 15 at 126.
[19] Assonime, An Analysis of Slate Voting in Italy, 76 (2011), https://web.unica.it/static/resources/cms/documents/AssonimeANANALYSISOFSLATEVOTINGINITALY.pdf.
[20] The full text of Law No. 21/2024 is available in Italian. There is currently no official English translation. https://i2.res.24o.it/pdf2010/S24/Documenti/2024/03/14/AllegatiPDF/LEGGE%205%20marzo%202024.pdf.
[21]. Italy, Consolidated Law on Finance 1998 (as amended by Law No. 262/2005 on the Protection of Savings), Article 147-ter. Available at: https://www.mediobanca.com/static/upload_new/3--/3--italian-legislative-decree-no--58-of-24-february-1998--italian-financial-intermediation-act-.pdf.
[22]. The terms “ter” and “bis” are Latin suffixes used to number supplementary articles without altering the original order of the existing provisions.
[23] See the ratio set by Consob for 2025 here: https://www.consob.it/documents/d/asset-library-1912910/det_123_2025.
[24] See the original Italian version at the following link: https://www.consob.it/documents/1912911/1950567/reg_consob_1999_11971.pdf/94a0c046-c12c-fdfd-1331-8d0b91e29007.
[25] Giovanni Strampelli, Institutional Investor Stewardship in Italian Corporate Governance 1 (2020), https://papers.ssrn.com/sol3/papers.cfm?abstract_id=3626288.
[26] Strampelli, supra note 24.
[27] Id.
[28] Consob, Report on Corporate Governance of Italian Listed Companies 46 (2021). Xem tại: https://www.consob.it/documents/1912911/1925397/rcg2021.pdf/82c2f0a3-360a-eb16-04f2-e90c11475e11.
[29] Franklin Allen, Jun Qian & Meijun Qian, Law, Finance, and Economic Growth in China, 77 J. Financ. Econ. 57 (2005), https://www.sciencedirect.com/science/article/pii/S0304405X0500036X.
[30] Yanqiao Zheng, Ownership Concentration and Independent Director Effectiveness: Governance Challenges under China’s New Company Law, 93 China Econ. Rev. 102474 (2025), https://www.sciencedirect.com/science/article/pii/S1043951X25001324.
[31] Quy chế quản lý thành viên độc lập HĐQT trong công ty niêm yết của CSRC, Điều 10.
[32] See the English version at the following link: https://www.hkexnews.hk/listedco/listconews/sehk/2024/1107/11432942/2024110700049_c.pdf.
[33] As provided in Paragraph 32, Chapter 3 of the Code of Corporate Governance for Listed Companies 2018 of China. The requirements under the Code must be incorporated when companies formulate or amend their articles of association or corporate governance rules. See the English version at: https://www.ecgi.global/sites/default/files/codes/documents/code_of_cg_china_eng.pdf.
[34] Measures for the Administration of Independent Directors of Listed Companies issued by the China Securities Regulatory Commission (CSRC), Article 12.
[35] See, e.g.,Sang Yop Kang, The Independent Director System in China: Weaknesses, Dilemmas, and Potential Silver Linings, 9 Tsinghua China Law Rev., 180 (2017).
[36] Feng Cao et al., Governance by One-Lot Shares, 60 J. Financ. Quant. Anal. 874, 2 (2025), https://www.cambridge.org/core/product/identifier/S0022109024000516/type/journal_article.
[37] Kang, supra note 34 at 180.
[38] PRI Association, Policy Briefing: Unlocking the Potential of Shareholder Voting in China 4, https://www.unpri.org/stewardship-in-china/policy-briefing-unlocking-the-potential-of-shareholder-voting-in-china/11411.article (last visited Aug. 7, 2025).
[39] Id. at 14.
[40] Including 30 stocks with the highest market capitalization and liquidity listed on the Ho Chi Minh Stock Exchange (HOSE).
[41] Law on Enterprises No. 59/2020/QH14, dated June 17, 2020 (as amended and supplemented in 2022 and 2025), Clause 5 Article 115.
[42] Law on Enterprises 2020, Points a and b Clause 5 Article 115.
[43] Law on Securities No. 54/2019/QH14, dated November 26, 2019 (as amended and supplemented in 2024), Clause 4 Article 41.
[44] Law on Enterprises 2020, Clause 3 Article 148.
[45] Kieu Trang, Minor Shareholders Are Better Protected, Securities News, 2021 https://www.tinnhanhchungkhoan.vn/post-266540.html (accessed July 28, 2025).
[46] VNIDA and FiinGroup, supra note 8 at 57. See also: Tran Thang Long & Phan Huy Lam, Provisions of the Law on Enterprises 2020 on Shareholders, the Board of Directors, the Director, and the General Director of a Joint Stock Company – Certain Inadequacies and Recommendations for Improvement, Legislative Studies Journal, Issues 02+03 (2022).
[47]Law on Enterprises 2020, Clause 5 Article 115.
[48] VSDC, information on the Number of Domestic and Foreign Trading Accounts in July 2025 (As of July 31, 2025), Viet Nam Securities Depository and Clearing Corporation, https://vsd.vn/vi/ad/185856 (accessed August 10, 2025).
[49] See, e.g., Nguyen Van Loc, Legal Instruments for Protecting Minority Shareholders, Dau Tu Chung Khoan [Securities Investment] (2025), https://www.tinnhanhchungkhoan.vn/post-365926.html (accessed July 22, 2025).
[50] Organizing Committee of the 2024 Vietnam Listed Company Awards, Corporate Governance Assessment Report Vietnam Listed Companies 2024 (2024), https://static2.vietstock.vn/vietstock/2024/11/20/20241120_corporate_governance_assessment_report_on_vietnamese_listed_companies_2024.pdf.
[51] Including 30 stocks with the highest liquidity listed on the Ha Noi Stock Exchange (HNX)
[52] See, e.g., Guido Ferrarini & Marilena Filippelli, Independent Directors and Controlling Shareholders around the World, in Research Handbook on Shareholder Power 269 (2015).
[53] Id. at 45.
[54] Organizing Committee of the 2024 Vietnam Listed Company Awards, supra note 46 at 6.
[55] Alex Yueh-Ping Yang, supra note 9 at 21.
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