Circular 121/2012 of the Ministry of Finance allows a public joint stock company (Public JSC) to procure D&O insurance for duties of its Board Members if permitted by the Shareholders Meeting. The insurance policies for a Board Member’s duties must not cover liabilities arising from violation of laws and charter of the Public JSC. Article 13.6 of Circular 121/2012 limits the scope of D&O insurance to existing Board Members of a Public JSC and is silent on whether other managers or past Board Members may have D&O insurance provided by a Public JSC. However, the Sample Charter applicable to Public JSCs seems to suggest that it is possible to extend the D&O insurance procurement to persons who are or have been Board Members, managers, employees or authorised representatives of a Public JSC.

Reading Circular 121/2012 and the Sample Charter together, one may reasonably conclude that a Public JSC may procure D&O insurances for persons who are or have been Board Members, managers, employees or authorised representatives of a Public JSC if such procurement is approved by the Shareholders Meeting. Currently, AIG Vietnam is offering D&O insurances for companies in Vietnam.