Drafting internal policies is an important step in effectively guiding and managing an organization’s operations. Internal policies ensure that all members comply with common rules and applicable laws. The establishment of obvious and well-defined policies contributes to strengthening discipline and improving work efficiency within enterprises. Below, NPLaw respectfully invites readers to explore the legal issues related to the drafting of internal policies.

I. Overview of the drafting of internal policies

The drafting of internal policies is a crucial step in building an effective governance and operational foundation for an organization or enterprise. These policies are designed to clearly regulate internal procedures, principles, and responsibilities, thereby ensuring that all actions and decisions comply with legal regulations and the organization’s objectives.

The drafting process requires close coordination among relevant departments to ensure the legality and feasibility of the policies. Thorough legal review helps identify and rectify inconsistencies that may lead to legal or managerial risks. In addition, internal policies should be drafted in a comprehensible manner and appropriate to the organization’s culture and operational characteristics to facilitate practical implementation and compliance. When effectively applied, such policies not only strengthen internal discipline but also enhance productivity and foster a transparent and equitable working environment.

II. Legal regulations on the drafting of internal policies

1. Lawful process for drafting internal policies

The drafting of internal policies is not only aimed at effective internal management but must also ensure compliance with the law to avoid potential risks. A lawful drafting process typically includes the following steps:

Step 1: Identifying the need and scope of the policy

  • Clearly identifying the purpose of the policy (e.g., working hours management, information security, labor discipline, etc.).
  • Analyzing existing issues, practical needs, or mandatory legal requirements necessitating the policy.
  • Determining the scope of application (applicable to all employees, specific departments, or a particular establishment).

Step 2: Researching and complying with legal regulations

  • Reviewing relevant legal instruments such as the Labor Code, the Law on Occupational Safety and Hygiene, the Law on Personal Data Protection, etc.
  • Referring to industry practices and internal regulations of comparable enterprises (if any).
  • Where a trade union exists, consulting employee representatives as required by law.

Step 3: Drafting the policy content

Using clear language, avoiding ambiguity or overly legalistic wording. The policy structure should typically include:

  • Purpose and scope of application
  • Definitions (if necessary)
  • Core provisions, such as specific rules, prohibited acts, rights and obligations
  • Responsibilities for implementation
  • Consequences of violations
  • Effectiveness and amendments

Step 4: Legal consultation and review

  • Submitting the draft for comments from relevant departments (human resources, legal/compliance, trade union, etc.).
  • Requesting in-house counsel or external legal advisors to review the draft ensuring compliance with the law and consistency with other internal policies.

Step 5: Approval and promulgation 

  • Submitting the policy to the competent authority under the company’s charter for approval (e.g., Director, General Director, Board of Directors, or General Meeting of Shareholders where within its authority).
  • Officially issuing the policy (obtaining signature, company seal, reference number, and archival). 

Step 6: Notification and guidance of the policy

  • Publicly notifying employees through appropriate channels such as email, written notices, notice boards, or internal training sessions.
  • Requiring employees to acknowledge that they have read and understood the policy (particularly important for disciplinary, confidentiality, and remuneration policies).

2. Typical contents of internal policies

Common contents of widely adopted internal policies in large enterprises, aimed at establishing a professional, transparent, and legally compliant working environment, include:

- Code of professional ethics and conduct: 

  • Standards of conduct in the workplace.
  • Anti-discrimination and anti-harassment provisions.
  • Avoidance of conflicts of interest.
  • Regulations on gifts, hospitality, and marketing.
  • Confidentiality and handling of sensitive information.

- Human resources policies

  • Recruitment.
  • Training, performance evaluation, and promotion.
  • Leave entitlements, personal leave, maternity leave.
  • Reward and disciplinary regimes.
  • Working hours, overtime, and dress code regulations.

- Information security and cybersecurity policies

  • Protection of customer and internal data.
  • System access rights and use of email and the internet.
  • Remote working and off-site security requirements.
  • Handling of security breaches and data leaks.

- Anti-harassment and anti-discrimination policies

  • Definitions of harassment and inappropriate conduct.
  • Internal reporting and transparent investigation mechanisms.
  • Disciplinary measures.
  • Corporate commitments to diversity and inclusion.

3. Legal risks to avoid when drafting internal policies

When developing internal policies, enterprises should identify and avoid the following legal risks:

  • Violation of applicable laws: Policies that contradict the Labor Code, Civil Code, Law on Occupational Safety and Hygiene, etc., may result in administrative sanctions.
  • Infringement of employees’ minimum statutory rights: Policies must not restrict or reduce rights guaranteed by law, such as leave entitlements, maximum working hours, or minimum wage.
  • Lack of clarity and comprehensibility: Ambiguous or overly complex legal language may lead to misinterpretation and misapplication.
  • Failure to properly disclose or disseminate: Policies that are not duly communicated to employees may be unenforceable and declared invalid in cases of disputes.
  • Unclear responsibilities and implementation procedures: It may result in lack of accountability or ineffective enforcement.

4. Role of lawyers and legal consulting organizations

Lawyers and legal consulting organizations play a main role in the development and implementation of internal policies:

  • Legal compliance review: Ensuring that policy contents fully comply with Vietnamese law or international regulations (where the enterprise has foreign elements).
  • Advising on structure and content suitable to the enterprise: Lawyers can tailor policies to be both lawful and appropriate to the enterprise’s culture, size, and industry.
  • Mitigating dispute risks: Proper and clear drafting helps prevent misunderstandings that may lead to litigation or administrative sanctions.
  • Supporting dispute resolution: In disputes related to the application of internal policies, lawyers act as representatives and provide effective legal support to enterprises.

III. Common questions on drafting internal policies

1. Who has the authority to approve and promulgate internal policies in an enterprise, and where is such authority stipulated?

The General Meeting of Shareholders is the highest authority and has the power to approve internal governance regulations and operational rules of the Board of Directors and the Supervisory Board. Such an authority is stipulated in Point l Clause 2 Article 138 of the Law on Enterprise 2020.

Accordingly, the General Meeting of Shareholders is the competent authority to approve and promulgate internal policies in an enterprise.

2. Why is the registration of internal labor regulations with the State authority important? What are the legal consequences of non-compliance?

Registration of internal labor regulations with the State labor authority is important because such regulations only have legal effect once duly registered. They serve as the legal basis for lawfully handling employee disciplinary violations.

Registration also enables state authorities to supervise the contents of internal labor regulations, ensuring compliance with the law and protection of employees’ rights. In cases of disputes, duly registered regulations constitute clear evidence to protect the lawful interests of both employees and employers.

Pursuant to Clause 2 Article 19 of Decree No. 12/2022/ND-CP, enterprises that fail to register internal labor regulations may be subject to administrative fines ranging from 5,000,000 VND to 10,000,000 VND for individuals. Where the violator is an organization (i.e., an enterprise), the fine shall be doubled to between 10,000,000 VND and 20,000,000 VND, according to Clause 1 Article 6 of the same Decree. 

3. How should internal policies be notified and guided to employees and relevant departments to ensure effectiveness and enforceability?

To ensure that internal policies are effective and practically enforceable, enterprises should:

  • Clearly and publicly disclosing information: Policies should be communicated to employees in writing through accessible channels such as email, internal notice boards, or enterprise portals.
  • Organizing periodic guidance and training: Conducting training or guidance sessions to help employees understand and properly implement the policies.
  • Requiring acknowledgment of receipt and understanding: Employees should sign confirmations that they have received and understood the policies, helping to prevent future disputes.
  • Ensuring clear and understandable language: It should avoid complex or ambiguous legal terminology; and ensure the content is easily understood.
  • Coordinating with trade unions (if any): It needs to consult trade unions to enhance consensus and facilitate dissemination.

4. What legal elements must enterprises ensure when drafting internal policies?

When developing internal policies, enterprises should pay attention to the following legal elements:

  • Compliance with applicable laws: Policies must conform to the Labor Code, Law on Enterprises, Law on Social Insurance, Law on Occupational Safety and Hygiene, and relevant guiding documents.
  • Non-infringement of employees’ minimum rights: Policies must not reduce or restrict employees’ statutory rights.
  • Consistency with internal labor regulations and collective bargaining agreements: Where such agreements exist, internal policies must be aligned with them.
  • Clear legal basis: Relevant legal provisions should be cited to enhance legality and transparency.
  • Enforceability and control: Policies must include specific implementation guidance, allocation of responsibilities, and mechanisms for monitoring and evaluation.

5. Who is responsible for legal review when drafting internal policies?

The legal department or in-house legal officers are primarily responsible for reviewing the legality of internal policies. Where an enterprise does not have an internal legal department, such review may be conducted by external lawyers or legal consulting organizations. The purpose of such review is to ensure that internal policies comply with applicable laws and to minimize legal risks for the enterprise. Relevant departments may also provide input to ensure the feasibility and effectiveness of the policies.

6. What risks may arise from improperly drafted internal policies?

Improperly drafted internal policies may result in the following risks:

  • Non-compliant policies may lead to legal violations, disputes, administrative sanctions, or other legal measures imposed by competent authorities.
  • Unclear or unlawful policies may damage the company’s reputation and negatively affect the trust of partners, customers, and employees.
  • Inaccurate, impractical, or unclear policies may cause confusion within the organization, adversely affecting operational and management efficiency.
  • Inappropriate policies may lead to internal disputes, reduce employee motivation and satisfaction, and even result in labor litigation.

IV. Legal consulting services on the drafting of internal policies

The above is NPLaw’s article on the drafting of internal policies. With a team of experienced lawyers and legal professionals, NPLaw is always ready to accompany, advise, and support clients in legal matters related to the drafting of internal policies. Should you require legal assistance, please contact NPLaw for prompt support.