Independent judgement, for exactly as long as it matters

Article 155 requires independent directors to satisfy strict exclusion criteria: no employment by the company or related entities in the past three years, no shareholding above 1%, and no family or business relationships to major shareholders or senior executives. Fractional independent directors are vetted against these criteria with documented diligence before appointment. We treat Article 155 compliance as non-negotiable; the appointment would not proceed if any criterion were not met.

Professional board governance requires the director to declare the conflict, recuse themselves from discussions and voting on that matter, and be excused from the meeting for that agenda item. This is standard practice. Fractional ensures every appointee understands their fiduciary duty to disclose conflicts upfront and manage them transparently throughout their tenure. Clear conflict policies are established before the appointment.

International perspective coupled with local legal grounding is exactly why foreign investors value independent directors who bring cross-border experience. Our independent directors have navigated FDI, joint ventures and Vietnamese regulatory compliance alongside international governance standards. We pair every appointment with local legal counsel (Vietnamese law firms with VN regulatory expertise) to ensure compliance support. The combination of global experience and local grounding is the credibility foreign investors seek.

Yes. Article 155 independence criteria focus on your specific company: "independent" means no executive role, prior employment, shareholding above 1%, or family ties at your company. A female founder or operator from another Vietnamese company can absolutely serve as an independent director if she meets these criteria. Board diversity strengthens governance optics; our matching process actively considers gender diversity and sector diversity among independent director candidates.

Market remuneration for independent directors in Vietnam averages USD 6,600-12,000 annually, depending on company size, sector and board demands. Time commitment is typically 4-6 board meetings per year (2-3 hours per meeting), pre-meeting preparation (2-3 hours), and periodic committee work or ad-hoc calls with the chair or CEO. Founder expectations around commitment should be set upfront in the appointment letter. We clarify the realistic ask and match candidates whose bandwidth aligns with your meeting cadence.

Best practice is a formal company announcement highlighting the director experience and Article 155 compliance, positioning the appointment as a governance strength and signal of professional board oversight. If your company maintains a public board composition register (required for listed JSCs), the independent director is recorded there. For investor due diligence, provide the director CV, independence declaration and any relevant governance certifications (VIOD membership, VNIDA training). The appointment itself is a credibility signal to offshore investors; transparency on the selection and compliance process builds confidence.

The Law on Enterprises 2020 requires private and public joint stock companies to maintain independent directors comprising at least 20% of the Board of Directors (Article 153-155). For most private JSCs, this translates to a minimum of one independent director for a five-member board. Compliance is mandatory, not optional. However, many founder-led companies preparing for foreign investment appoint independent directors ahead of legal requirement, using the appointment as a governance signal to prospective investors.