MINISTRY OF EDUCATION AND TRAINING UNIVERSITY OF ECONOMICS OF HO CHI MINH CITY NGUYEN HONG KHAI REGULATIONS ON COMPANY SECRETARY OF SINGAPORE AND POSSIBILITY TO APPLY IN VIETNAM Major: Law of Economics Code: 60380107 MASTER THESIS - LLM HO CHI MINH CITY - 2017 TIEU LUAN MOI download : skknchat@gmail.com MINISTRY OF EDUCATION AND TRAINING UNIVERSITY OF ECONOMICS OF HO CHI MINH CITY NGUYEN HONG KHAI REGULATIONS ON COMPANY SECRETARY OF SINGAPORE AND POSSIBILITY TO APPLY IN VIETNAM Major: Law of Economics Code: 60380107 MASTER THESIS - LLM Thesis Advisor: Dr. HOANG THI THANH THUY HO CHI MINH CITY - 2017 TIEU LUAN MOI download : skknchat@gmail.com UNDERTAKINGS o I, the undersigned, with full name NGUYEN HONG KHAI – Code: 7701250592A, be attending Master Class with major in Laws of Economics, Faculty of Law, University of Economics Ho Chi Minh City, being the writer of the Master Thesis “REGULATIONS OF COMPANY SECRETARY OF SINGAPORE AND POSSIBILITIES TO APPLY IN VIETNAM” (hereinafter referred to as “Thesis”) Hereby undertake that all content presented in the Thesis is result from my independent research with instructions of my advisor Dr. Do Hoang Thanh Thuy. The Thesis has employed and extracted a number of comments, scientific opinions of other scholars and writers.
All information are properly sourced with sufficient and accurate evidence. Figures and data therein are used with objectiveness and honesty. By NGUYEN HONG KHAI ______________________ TIEU LUAN MOI download : skknchat@gmail.com CONTENT o UNDERTAKINGS. Reasons for adopting this topic.
Legal circumtances for adopting research questions. Purpose, objects and scope of research. Methodology and theory framework. Scientific meanings and value of the topic.
7 CHAPTER 1: WHAT IS COMPANY SECRETARY? THE ROLE OF COMPANY SECRETARY AND ITS BENEFIT WITH CORPORATE GOVERNANCE IN SINGAPORE .1 Overview on company secretary from international-principles perpestives.2 Brief of legal basis of company secretary under Singaporean laws .3 Analysis on cohesion between company secretary and good corporate governance in Singapore. 15 CHAPTER 2: CURRENT REGULATIONS OF VIETNAM IN CORPORATE GOVERNANCE.1 Brief of legal framework on corporate governance in Vietnam .2 Limitations in corporate governance in Vietnam – analysis on a number of practical cases. Limitations in corporate governance in Vietnam .2 Analysis on a number of practical cases. 30 CHAPTER 3: APPLYING COMPANY SECRETARY AS A MEASURE TO IMPROVE CORPORATE GOVERNANCE IN VIETNAM.
32 TIEU LUAN MOI download : skknchat@gmail.1 How the role of company secretary deal with current issues of corporate governance of Vietnam .1 How can company secretary deal with the current issues in corporate governance of Vietnam? .2 How can company secretary deal with practical cases as described in Chapter 02? .2 Step-by-step measures in applying company secretary in Vietnam .1 Regularising role of company secretary into regulations of corporate governance in Vietnam.2 Establishment of professional associations for company secretary to ensure the practising and improve corporate governance quality.3 Actively participate in international company secretary organisations to learn and take experience in this field .4 Carrying out propaganda activities for promoting the role of company secretary38 3.5 Buiding up and training professional company secretary force. 40 APPENDIX 1 BIBLIOGRAPHY TIEU LUAN MOI download : skknchat@gmail.com ACRONYMS o ACRA Accounting and Corporate Regulatory Authority AGM Annual General Meeting ASEAN Association of South East Asian Nations BOD Board Of Directors DPI Department Of Planning and Investment EB Executive Board EGM Extraordinary General Meeting FIEs Foreign Invested Enterprises GCGF Global Corporate Governance Forum GDP Gross Domestic Products GM General Manager GTD General Tax Department IFC International Finance Corporation IPO Initial Public Offerings JSC Joint Stock Company LLC Limited Liability Company LOE Law On Enterprise LOI Law On Investment LR Legal Representative MAS Monetary Authorities of Singapore MC Member Council MOF Ministry Of Finance MPI Ministry of Planning and Investment OTC Over-the-counter Martket PC Public Company SBV State Bank of Vietnam SSC State Securities Commisions of Vietnam TIEU LUAN MOI download : skknchat@gmail.com TPP Trans Pacific Partnership UPCOM Unlisted Public Company Market VACPA Vietnam Association of Certifted Public Accountants VAFI Vietnam Association of Financial Investors VSD Vietnam Securities Depository WTO World Trade Organisation TIEU LUAN MOI download : skknchat@gmail.com ABSTRACT Vietnam has been a country actively joining in globalization progress by accessing numerous international treaties e. with the most significant one i. WTO (since 2007), TPP (which was passed by national assembly in 2016) so far.
Over time, it has been witnessed that a lot of foreign investors with wide range of nationalities have set up their commercial presence in Vietnam and remarkably contributed to the growth of national GDP. To maintain such investment flow-in, one of the contemporary concerns that Vietnamese Government needs to pay effort is how to ensure that the legal framework provide sufficient stipulations and enforcement so that the overall economy and all the parts therein can adapt and develop healthily and efficiently. In addition to promulgations of more favorable and attractive investment policies, creation of compliant and reliable atmosphere in field of corporate governance shall be one of the most priorities which Vietnam should have due attention to and taking actions on soonest. The thesis firstly provides overview on how corporate governance function in Vietnam is performing in light of current regulations.
A number of its downsides shall be described purposely to raise needs in locating methods for remedial measures. The thesis, after that, will glance at how regulations of Singapore – a high-level developed economy – adopts, defines, stipulates and assure the role of company secretary in corporate governance in Singapore. The thesis, finally seeking possibilities on applying such role of company secretary with wishes of improving corporate governance for companies in Vietnam. In addition, during the career as a buinsess consultant and basing on the requests from foreign investors, the writer find a necessity to study on the role of the company secretary and how it works to consider the application in Vietnam.
The expectation would be how to help the corporate governance regulations can approach more with international principle so that the foreign investors do not need to spend much time and effort to adapt in Vietnamese legal environment and vice-versa for the domestic investors when investing out. Although it is likely that there is not an ease to adopt similarly the role company secretary as defined by Singapore’s regulations to Vietnam at the time being due to underlying discrepancies in legislation and administrations regime between two nations, the writer do hope that the thesis can serve as very initial ideas and recommendations so that individuals, companies, and competent authorities who have concerns about this matter can 1 TIEU LUAN MOI download : skknchat@gmail.com have references, discussions, and make more developments to build up and/or apply any aspect herein to run an effective and transparent business and/or contribute to the reforms of corporate governance in Vietnam soon or later. Key words: Corporate Governance, Company Secretary 2 TIEU LUAN MOI download : skknchat@gmail. Reasons for adopting this topic Vietnam is step-by-step integrating into the worldwide economy, completion of the legal framework, especially for the field of corporate governance, has become a significant element to set up foundation for stabilizing the Vietnamese economy for both private and state sectors.
Enhancing the national competition index, ensuring the transparency, integrity and compliance are top contemporary priorities of the Government of Vietnam. In light of that, the administrative authorities may explore by taking reference from other countries’ models of corporate governance to see how can apply into the current circumstances of Vietnam. Vu Bang, President of State Securities Committee of Vietnam (“SSC”) said at the event “Building up roadmap for corporate governance” organized by Hanoi Stock Exchange (“HNX”) - in cooperation with Asia Development Bank - on 23 October 2015: “In the circumstance we are opening our door and intergrating into the world economy, the corporate governance becomes very necessary and urgent requirements”1. As also from statement of Mr.
Tran Van Dung, Chairman cum General Director of Hanoi Stock Exchange at this seminar: “while Vietnam is seeking for developing a model of corporate governance, the same has been witnessed with a long progress at world level. The corporate governance matter is not only necessary matter, but also becomes very urgently to be concerned. The development of the corporate governance requires the cooperation and coordination among business community, researchers, analyst, policy makers, … HNX shall be together with companies in enhancing and improving quality of corporate governance areas in Vietnam, providing base to increase the quality of companies ‘governance, and improve the competitive capabilities of the enterprise, so that the ranking of Vietnam in the financial world shall step up”2. Singapore is a country in ASEAN with Vietnam, having high-developed and successful market economy.
According to the most recent statistical report, its nominal GDP increased to $410.3 billion in 2016, as compared to $408.vn/chung-khoan/quan-tri-cong-ty-khong-phai-la-can-thiet-ma-la-cap-thiet- 133063.vn/chung-khoan/quan-tri-cong-ty-khong-phai-la-can-thiet-ma-la-cap-thiet- 133063.html 3 https://tradingeconomics.com/singapore/gdp. 3 TIEU LUAN MOI download : skknchat@gmail.com Singaporean citizen enjoy a various and healthy opened-market economy without corruptions. Currently, Singapore is a leading one actively in converting traditional economy to intellectual economy with aim to become a top economy in the world in 2018. One of the reasons that brings the success to Singapore is its effective policy in administering and controlling activities in investment and corporate, especially adopting role of company secretary in accordance with international principles.
Such role of company secretary somehow can be applied in Vietnam taking into account recent Vietnam’s effort in enhancing corporate governance ability for Vietnamese companies. This secretarial role may expectedly contribute in setting firm foundation in gradually bringing awareness of compliance and transparency culture to companies in Vietnam. Those reasons constitute main motivation for the author to adopt and write up with the topic: “REGULATIONS OF COMPANY SECRETARY OF SINGAPORE AND POSSIBILITIES TO APPLY IN VIETNAM”. Research questions First research question: What is company secretary? Does the role of company secretary help well with corporate governance in Singapore? Second reseach question: Are current regulations of Vietnam available and enforceable enough for ensuring a good corporate governance for Companies in Vietnam? Third research question: Should Vietnam consider applying company secretary as a measure to improve corporate governance in Vietnam? 3.
Legal circumtances for adopting research questions 3. Circumtances in relation to the first research question i. “What is company secretary? Does the role of company secretary help well with corporate governance in Singapore?”. It is worth noting that not every country over the world does adopt the role of company secretary and company secretary is not the one-and-only measure to ensure a good corporate governance.
However, over time, it has been witnessed that the company secretary has made a remarkable contribution in helping companies with remaining a cohesive, transparent and compliant practice in terms of corporate governance. Nowadays, with an intensive integration in global economy which requires 4 TIEU LUAN MOI download : skknchat@gmail.com a more consitency legal framework worldwide, this role is more intensively recommended for application by large international organizations e. Singapore is a country adopting successfully international principles in creating an effective corporate governance regime for its companies. Among such mutiple principles, company secretary is a small one but plays an important role in bringing outstanding achievements to Singapore for its remarkable development in business and legal framework, especially for field of corporate governance.
Although there are certain difference in economic development level between Vietnam and Singapore, study of Singapore’s company secretary role may be helpful in creating a similar statutory company secretary or some responsibilties like that to enhance the corporate governance in Vietnam. That is the reason for the author to adopt the first research question as: What is company secretary? Does the role of company secretary help well with corporate governance in Singapore?”. Circumtances in relation to the second research question i. “Should Vietnam consider applying company secretary as a measure to improve corporate governance in Vietnam?”.