---
{"name": "corporate-governance", "description": "Analyze Vietnamese corporate authority, governance structures and approval processes."}
---

# corporate-governance

## Scope and activation
Analyze Vietnamese corporate authority, governance structures and approval processes.
Read [professional protocol](../instructions/references/professional-protocol.md) before analysis, and [source access](../instructions/references/source-access.md) when sources must be retrieved. Apply these even on direct invocation.

## Inputs
Entity type, ownership, charter, shareholder agreements, proposed action, resolutions and relevant dates.
Record missing material inputs; do not invent them.

## Workflow
1. Identify legal form and the governing instruments; distinguish statutory requirements from charter choices.
2. Map powers of members/shareholders, board, management and representatives.
3. Check notice, quorum, voting, conflicts, related-party approvals, delegation and records against applicable rules.
4. Assess minority protections, reserved matters and deadlock mechanisms; verify thresholds rather than reusing remembered numbers.
5. Prepare an approval sequence and draft action list with responsible bodies and documentary evidence.

## Professional checklist
- Charter versus mandatory law
- Conflicts and related parties
- Authority of signatories
- Meeting and written-resolution rules

## Legal authority checks
Use the shared source and claim ledgers. Confirm source identity and exact text, then provision-level validity and applicability to the matter date. For this module, explicitly verify: charter versus mandatory law and authority of signatories. If unavailable, label the affected conclusion unverified. Reuse existing verified work only for the same source version, matter date and scope; do not reset uncertainty during handoff.

## Quality criteria
Approval conclusions identify the competent body, relevant rule, charter provision and unresolved fact.
Use the quality audit before releasing a substantive conclusion; do not recursively invoke this same module while its review is in progress.

## Output
Authority matrix; approval flow; required records; governance risks and remediation.

## Limits and handoff
Ownership changes and control go to investment-and-ma; document generation goes to legal-document-drafting; no blanket assurance that a resolution cures all defects.
Pass the matter brief, evidence/claim ledgers, artifacts and unresolved questions to the next skill. Route by exact sibling skill name in [router](../instructions/SKILL.md); load its SKILL.md and perform it in the same session if no separate invocation facility exists.