“Remuneration of Independent Directors in Public Companies: Comparative Best Practices and Implications for Vietnam”
At The International Conference on Management, Business, Economics, Law and Technology (COMBELT-2026), held in Da Nang on 7 July 2026, Ms. Nguyen Thi Minh Khoa, Managing Lawyer of KALF, co-authored the research paper entitled “Remuneration of Independent Directors in Public Companies: Comparative Best Practices and Implications for Vietnam.”
The research was jointly authored by Truong Van Hai, Do Tran Ha Linh, Nguyen Thi Minh Khoa, and Nguyen Thi Tra My, and examines an increasingly important issue in modern corporate governance: the remuneration of independent directors and its implications for their independence, oversight effectiveness, and governance responsibilities.
From Remuneration to the Independence of Directors
Independent directors play an important role in protecting shareholders’ interests and overseeing corporate management. The research highlights that remuneration is not merely a matter of compensation, but may also directly affect a company’s ability to attract qualified candidates, the independence of directors’ judgment, and the effectiveness of their oversight functions.
While inadequate remuneration may make it difficult for companies to attract qualified candidates, an improperly structured remuneration scheme—particularly one excessively linked to short-term performance—may create risks to the independence of directors’ decision-making.
From International Best Practices to the Vietnamese Context
A key feature of the research is its comparative approach, examining international corporate governance standards and practices alongside Vietnam’s legal and corporate governance framework.
The authors analyse key corporate governance principles, including the G20/OECD Principles, the IFC Corporate Governance Manual for Vietnam, and the Vietnam Corporate Governance Code 2026, while also drawing on practices in the United States, Australia, and Singapore.
Based on this analysis, the research identifies core principles for designing remuneration structures that strike a balance among independence, accountability, and long-term alignment with corporate interests.
In the Vietnamese context, the research also identifies several structural limitations, including the absence of a sufficiently differentiated remuneration regime for independent directors, inadequate remuneration levels, and a lack of clear rules governing equity-based compensation and clawback mechanisms.
A Legal Perspective on Corporate Governance
Ms. Nguyen Thi Minh Khoa’s contribution to research on independent director remuneration reflects her professional interest in legal issues relating to corporate governance, directors’ responsibilities, and corporate risk management.
From a legal perspective, remuneration should be viewed not merely as a human resources policy, but also as a governance mechanism capable of influencing the quality of oversight, directors’ accountability, and the long-term sustainability of companies.
The research concludes by proposing targeted legal reforms to strengthen the role of remuneration as a governance tool, thereby enhancing the effectiveness of independent directors and contributing to a more transparent, effective, and sustainable corporate governance framework in Vietnam.
Research Information
Title: Remuneration of Independent Directors in Public Companies: Comparative Best Practices and Implications for Vietnam
Conference: The International Conference on Management, Business, Economics, Law and Technology (COMBELT-2026)
Date: 7 July 2026
Venue: Da Nang, Vietnam
Authors: Truong Van Hai, Do Tran Ha Linh, Nguyen Thi Minh Khoa, Nguyen Thi Tra My
