Abstract

Amid the green transition and growing demands for environmental transparency, greenwashing has become a significant corporate risk involving not only advertising and consumer protection but also corporate governance. This article examines the board of directors’ duty to oversee greenwashing risks under Vietnamese law. The findings indicate that the existing legal framework establishes foundations for the duty of care, the board’s supervisory function, and liability for misleading information. However, it does not clearly define the scope of the oversight duty, the standards for determining violations, or the allocation of responsibility among relevant corporate actors. The article recommends adopting a risk-based oversight approach, establishing criteria for assessing the materiality of environmental information, and strengthening internal controls over environmental claims.

Keywords: Board of directors, corporate governance, greenwashing, oversight duty.