Abstract

For a transitional market with a short history like that of Vietnam, corporate governance is a critical area of improvement. The issuance of Circular 121 in 2012 marked an important milestone of corporate governance reform in Vietnam as it includes stricter and more well-defined regulations learned from international best practices. Among them is the requirement that independent directors should make up at least one-third of the board of directors. Although improving financial reporting is not at the heart of Circular 121, this Circular is expected to reduce earnings management through the mandatory requirement of board independence. Using data collected from a sample of 523 non-financial listed firms from 2009 – 2016, this study finds no significant relationship between earnings management and the proportion of independent directors, and Circular 121 has no impact on this relationship. These results are consistent across different regression approaches and various robustness tests, suggesting that board independence and corporate governance reform are not effective tools in mitigating earnings management.