1. Introduction


Corporate governance is the management and administration in a business enterprise. Corporate governance include: planning, organizing, finding resources, leadership, command control the company. Looking back at the historical development of world governance, which is the result of the advancement of mankind, we can summarize as follows. At first, all employer businesses are convenient management style. Characteristic of this type of administrative work assigned by the trust placed in each of certain employers full right to change the mode to work and so businesses do not have the discipline and not have certain documents. This way suitable and effective for small businesses, some three dozen people. When business is up to hundreds of other types are no longer effective and we have to switch to the scientific management model. Characteristics of this work is done by the business units are arranged in a logical, they follow certain procedures, and both are recorded in writing. All persons, including owners, must follow.

How this administration has rationalized organization and operation of enterprises, it has specialized and centralized production. When it was finished, we pushed it up higher to make the quality of the batch production of different goods are the same. Therefore ISO. Page is from about 1985 to present. It is a process or procedures for monitoring (supervision) and control was done to ensure the enforcement of corporate governance in accordance with the interests of the shareholders ( Parkinson 1994).

In the U.S. we studied this regulation and found the pattern (model) of “corporate governance in the country”is not much different; not have a common pattern that is largely determined by the ownership structure of company.

Company law of each country will make specific points about “corporate governance”different, but all have a tendency to be the set of common standards based on the following general principles:

– The independence of board members and monitoring their effectiveness.

– Responsible for the shareholders.

– Transparency and information disclosure, and

– Protect the rights of shareholders holding less capital.

At present Vietnam enterprises in our country starting with the state-owned enterprises. Its owner for money and ordered it to be under control but never a business. He issued plans, standards, policies … to perform specified tasks. It is the implementation of workers – but also the always – and has both a law governing union morale, working mode and protect jobs. Both owners and workers never have a concept of business management, but only to “manage” regimes and policies. How is the management of State enterprises according to convenience.

When the private company was formed to follow the rules, the boss of state enterprises have repurposed their initiatives, but also do not realize the level of his administration is convenient. Later in 1995, scholars and students to study business administration in developed countries, where they are taught at the advanced management. All the other companies and foreign consultants again, went on to apply ISO offers to businesses want to “manage” better. They merge into ISO management both convenient and struggling not knowing the original. Science was right on! So was probably only about 10% of companies have ISO certification is done correctly and also to pursue.

While still lacking a scientific basis, the due administration of integration needs, and recommendations of foreign experts, in 2002, Securities Commission introduced the terms of corporate governance in the statutory form for for listed companies. They do not clearly named. In 2003, the Institute for Economic Management Central Service report on corporate governance of the OECD as “corporate.”

By 2007, in Decision No. 12 on 13-3, the Finance Ministry also called “corporate governance” and defining a system of rules to ensure companies are driven by operating and testing an effective control in the interests of shareholders and those related to the company.

The principles of corporate governance in our country has, for example: the order and procedures for convening and voting at the shareholders meeting, candidates, election, appointment and dismissal of board members ; the order and procedures for organizing board meetings, processes and procedures to coordinate activities between the Board, Control Board and the Director of regulations on performance assessment, reward and discipline for board members, board control, board of directors and management staff; issues related to major shareholders. Thus, “corporate governance” have content in different “mangagement” of the world.

During the current economy, Vietnam is integrating with the world, foreign companies invested in Vietnam so much, mangagement current activities of Vietnam and the world also many differences. To help foreign investment activities in Vietnam are good and make it easier, make businesses feel good when investing in Vietnam, the operation is very important mangagement. So, I decided to topic: The Evolution of Corporate GORVERNANCE ENTERPRISE OF VIETNAMESE subject protection as their graduation.


2. Case Viewpoint



“Corporate governance” is a fairly new concept in Vietnam, Vietnam still does not have an accurate definition of the concept, role, how to appreciate the role and function of this activity . According to information collected by individuals from various sources, does not have any research studies on corporate governance in Vietnam, so this thesis can be considered the first essays explore in detail best and most comprehensive corporate governance, a relatively new issue in Vietnam.

3. Statement of the problem.


Find out what problem the theory of business management, information collection and data to evaluate corporate governance in Vietnam, finding strengths, weaknesses, learn about the actual situation of corporate governance of some industrial countries in the world, it draws from experiences in Vietnam to apply.

4. Report targets.


To implement the above objectives, the topic has the following specific tasks:

– The system of theoretical issues about corporate governance and the meaning of corporate governance for enterprises in particular and economy in Vietnam in general

– Analyze, review the situation of corporate governance in Vietnam, which draws from the achievements as well as the existence and causes of such shortcomings.

– Propose a number of major measures to improve corporate governance for enterprises in particular and the economy in general in the Vietnam era of globalization.


5. Research methods.


Topics using methods from theory to practice, analyze the theories of corporate governance, seek information and experience of some countries, fact-finding in Vietnam, from which draw the achievements and weaknesses. Combined with the experience of other countries and to experience, I can make recommendations and most accurate solutions for businesses and the economy of Vietnam.

6. Statement of Conclusion


In times of increasing economic integration of the businesses today tend to expand investment, they search the market for any good work of their business activities without the need to limit the scope territory. So for every country and every economy of each country, the policy must have the proper perspective and the issues must gradually similarities with other countries. For businesses that can develop good corporate governance is a crucial factor, according to current information and understanding of individual, corporate governance in Vietnam is very different from other countries , so for a country like Vietnam, the complete and accurate assessment on this issue is a very important factor to make the economy grow.

7. Conclusion.



8. Preliminary outline




Chapter I: Introduction, background and research objectives.


1. Introduction to the subject.

2. Overview of corporate governance activities.

3. The requirements set for corporate governance activities.

4. Corporate governance is a determining factor in helping businesses can survive and grow.

5. Introduced a number of views on Human Resources.

6. Research purposes.

7. The value of research.

8. Abstract.

9. Note.Chương

Chapter II: Literature Review

I. History and development of corporate governance.

II. Concept and characteristics.

2.1 The concept of “Corporate Gorvernance.”

2.2 Characteristics of the “Corporate Gorvernance.”

2.3 Role of “Corporate Gorvernance.”

III.  Factors affecting the “Corporate Gorvernance.”

3.1 Society.

3.2 Characteristics of the economy.

3.3 Law.

3.4 Enterprise.

3.5 Other factors.

Chapter III. Experiences on “Corporate Gorvernance” of some countries in the world.

I. United States.

1.1 Characteristics of the United States.

1.1.1 economy.

1.1.2 Society.

1.1.3 Laws.

1.2 Status of “Corporate Gorvernance” in the United States.

1.3 The achievements and shortcomings exist on “Corporate Gorvernance” in the U.S.


2.1 Characteristics of the EU

2.1.1 Economy.

2.1.2 Society.

2.1.3 Laws.

2.2 Corporate Status on EU Gorvernance.

2.3 The achievements and shortcomings of Corporate Gorvernance exist in the EU.

III. China.

4.3.1 Characteristics of China. economy. Society. Laws.

4.3.2 Status of “Corporate Gorvernance” in China.

4.3.3 The achievements and shortcomings exist on “Corporate Gorvernance” in China.

Chapter IV: Status of “Corporate Gorvernance” in Vietnam.

1. About the characteristics of Vietnam.

1.1.1. Economy.

1.1.2. Society.

1.1.3. Law.

2. Situations of “Corporate Gorvernance” in Vietnam.

(In this individual will perform field survey in 20 enterprises of various economic sectors in Vietnam, including four state-owned enterprises, 4 joint-stock companies, four private companies and eight companies Foreign investment in Vietnam)

3. Assessing the situation.

3.1 These achievements.

3.2 The disadvantages.

Chapter V: Recommendations and solutions.

4.1 Unit of the national problem “Corporate Gorvernance.”

4.2 Recommendations and solutions of the individual.

4.2.1 Recommendations.

4.2.2 Solution.

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