Company law: A difference in the regulation system between Australia and Vietnam
Nguyen Kieu My-s3360514
2012
Among almost every enterprise, it appears that the responsibility and performance of director plays an important part in running the company properly. Therefore, this essay will first provide information about the definition and appointment of director in Vietnamese and Australian’s company law, and then give a comparison to identify the pros and cons in both countries’ policy.
Firstly, there are two different definitions of director in the law of VN and Australia. According to
Vietnamese Law on enterprises, in general, the director or general director of the company is ”the person who manages the day-to-day business operation of the company and is responsible to the
Members' Council for the exercise of his or her rights and the performance of his or her duties” (The
National Assembly 2005, Article 55). In Vietnam, the director can also be regarded as “nguoi quan ly cong ty”, or “giam doc” , “giam doc dieu hanh”. As for Australian firms, the director is defined as a person who is appointed to the position of director or alternate director regardless of the name given to their position” (Corporations Act, 2001), and there are many types of directors such as managing director, alternate director, executive and non-executive director, etc..
From the above information, it is obvious that in Vietnamese law, there is only one general definition of director given and it is considered to be rather broad and vague. In fact, the director in a company is defined according to their job titles only. The National Assembly (2005) does not provide any further and specific explanation on different types of director like “executive director” or “non executive director and instead, it uses the term “giam doc” to refer to all of them. That is not similar to what is usually seen in Australian Corporations Act (2001), where types of directors are distinguished and labeled clearly corresponding to their task. This may raise a
2012
Among almost every enterprise, it appears that the responsibility and performance of director plays an important part in running the company properly. Therefore, this essay will first provide information about the definition and appointment of director in Vietnamese and Australian’s company law, and then give a comparison to identify the pros and cons in both countries’ policy.
Firstly, there are two different definitions of director in the law of VN and Australia. According to
Vietnamese Law on enterprises, in general, the director or general director of the company is ”the person who manages the day-to-day business operation of the company and is responsible to the
Members' Council for the exercise of his or her rights and the performance of his or her duties” (The
National Assembly 2005, Article 55). In Vietnam, the director can also be regarded as “nguoi quan ly cong ty”, or “giam doc” , “giam doc dieu hanh”. As for Australian firms, the director is defined as a person who is appointed to the position of director or alternate director regardless of the name given to their position” (Corporations Act, 2001), and there are many types of directors such as managing director, alternate director, executive and non-executive director, etc..
From the above information, it is obvious that in Vietnamese law, there is only one general definition of director given and it is considered to be rather broad and vague. In fact, the director in a company is defined according to their job titles only. The National Assembly (2005) does not provide any further and specific explanation on different types of director like “executive director” or “non executive director and instead, it uses the term “giam doc” to refer to all of them. That is not similar to what is usually seen in Australian Corporations Act (2001), where types of directors are distinguished and labeled clearly corresponding to their task. This may raise a