On 24 September 2026, at the Rex Saigon Hotel, Panel Discussion 1, themed “Legal Environment for Board Members,” was held as part of the Integrated ESG – DCP program organized by the Vietnam Institute for Directors (VIOD).
Ms. Nguyen Thi Minh Khoa – Managing Partner of KALF Law Firm, Arbitrator at APEC VN Commercial Arbitration Center, and Member of the Inter-Pacific Bar Association (IPBA) – joined the panel as a speaker alongside distinguished experts in corporate governance and capital markets.
FROM “COMPLIANCE” TO “PROACTIVE COMPLIANCE”
The discussion addressed an increasingly important question for Boards of Directors: In an increasingly complex legal environment, what should Board members do not only to “comply with the law,” but also to proactively identify and manage legal risks in the decision-making process?
From a legal perspective, Ms. Nguyen Thi Minh Khoa addressed practical issues directly relevant to Board members, including:
🔹 Identifying legal risks and personal liability in participating in discussions, voting, and approving Board resolutions;
🔹 The rights and responsibilities of Board members in voting, particularly the legal considerations surrounding voting and the proper discharge of their duties;
🔹 Directors & Officers (D&O) Insurance – the benefits, limitations, and practical risks that Boards should consider before adopting this form of protection.
These issues go beyond regulatory compliance. They are directly connected to the quality of decision-making, accountability, and the ability of Board members to protect themselves against legal risks arising from corporate governance activities.
EFFECTIVE GOVERNANCE STARTS WITH A CLEAR UNDERSTANDING OF LEGAL RESPONSIBILITIES
As Vietnam’s capital market becomes increasingly integrated into the global market, the expectations placed on Boards are also shifting from “compliance” to “proactive compliance” – from passive adherence to regulations towards the proactive identification, prevention, and management of risks.
As Board accountability continues to increase, a clear understanding of the legal rights, duties, and responsibilities of individual Board members has become essential to building a Board that is substantive, independent, and effective.
With its experience in corporate legal advisory, governance, and dispute resolution, KALF seeks to support businesses not merely by “solving problems when risks arise,” but, more importantly, by identifying risks at an early stage and establishing appropriate legal governance mechanisms from the outset of the decision-making process.
