News that a director has been summoned by investigators over suspected bribes from contractors is the kind that paralyses a whole executive board: it is simultaneously an individual’s criminal case and an existential question about the company’s own liability. Four decisions must be made in the first week, each with its own legal frame: whether to suspend the investigated person, how to run an internal investigation without destroying the criminal case’s evidence, whether to proactively report and cooperate with investigators, and to what extent the company itself is exposed criminally, civilly and fiscally. This article works through those four decisions in exactly the order a careful board will pass through them.
Suspension from Work: a Tool Ready in Labour Law, Used on the Right Conditions
The company does not need to wait for an investigation conclusion to act on the labour side. Article 128 of the Labour Code 45/2019/QH14 allows the employer to suspend an employee’s work where the violation case has complex circumstances and letting the employee continue working would hinder verification — exactly the situation of a director under bribery investigation who still holds payment-approval authority over the very contractors involved. Suspension lasts no more than 15 days, or 90 in special cases; during it, the employee receives a 50% salary advance. Three notes decide validity: the suspension decision must be written, stating the complex-circumstance ground; it is a temporary measure, not a finding of violation — internal and external communications must keep the presumption of innocence; and every system access, bank signature and seal right of the suspended person must be revoked and reassigned on day one, because that step protects evidence and assets more than the suspension document itself.
Internal Investigation alongside a Criminal Case: Running It without Breaking Evidence
An internal investigation has three lawful goals: determining the scope of the company’s damage, locking open transactions with the involved contractors, and preparing files for insurance, audit and the investigators. The red line is not replacing or spoiling criminal proceedings: do not ‘interrogate’ the investigated person in a way that extracts information and hands it to investigators as an official result; do not delete, alter or ‘clean’ accounting data, emails or system logs — destroying evidence is an independently punishable criminal act; and every collected document must be preserved as-is, with electronic data sealed by record from day one. The right organisation is to assign the internal investigation to a team independent of the investigated person (internal audit combined with external counsel), issue a company-wide document-preservation decision within the relevant scope, and interview internal witnesses by minutes, respecting employees’ right not to incriminate themselves on criminal matters.
Reporting to Police, Cooperation, and the Company’s Own Exposure
On reporting: where the company is the victim — bribes inflated bid prices and cut construction quality that the company must pay for — proactively denouncing and cooperating with investigators is both a victim’s right and a circumstance evidencing compliance good faith, especially important if the transaction chain shows signs of other company staff joining the bribe-giving side toward contractors under Article 364 of the Penal Code. On exposure, separate three layers. The personal criminal layer: the bribe-taking director bears personal liability under Article 354 of the Penal Code; a commercial legal entity bears criminal liability only for offences listed in Article 76 — including bribe-giving — so the company’s entity risk sits in giving and brokering conduct in the chain, and does not arise automatically from a director taking. The civil and contract layer: the company may claim damages from the contractor and involved individuals for the inflated bid prices, and consider terminating the contractor agreement under its anti-corruption clause. The tax and governance layer: expenses in the bribery chain are disallowed from deductible costs when discovered, and the event must be assessed for disclosure if the company is a public company or owes duties to banks and investors.
Scope Compared with Related Topics
This article develops only the distinct angle of “Director Investigated for Taking Bribes from Contractors: Company Response”. Matters already covered in EXP-6189 “Giám dốc bị cấm xuất cảnh vì dang bị diều…” are cross-referenced for comparison and are not repeated here; the FAQ below likewise answers only this topic’s own question set.
Frequently Asked Questions
Can the employee be suspended from work?
Yes, by suspension of work under Article 128 of the Labour Code 45/2019/QH14 where the case has complex circumstances and continued work would hinder verification. The period is no more than 15 days, or 90 in special cases, with a 50% salary advance. The decision must be written with its ground stated, and must come with immediate revocation of approval rights, bank signatures and system access — suspension is not a finding of violation, so the presumption of innocence must be kept in all communications.
How is an internal investigation conducted?
In a three-layer model: an investigation team independent of the investigated person (internal audit plus external counsel); a document-preservation decision and electronic-data sealing on day one, with absolutely no altering or deleting of accounting data or emails; and minuted internal witness interviews serving three goals — determining the company’s damage, locking open contractor transactions, and preparing files for investigators and audit. The internal investigation must not replace criminal proceedings or compel employees to incriminate themselves criminally.
Should it be reported to the police?
Yes, where the company stands as victim: bid prices inflated and quality shaved by bribes are the company’s direct damage, and denouncing and cooperating is a victim’s right as well as evidence of compliance good faith if the chain shows other staff joining bribe-giving under Article 364 of the Penal Code. The report should run through counsel so the scope of information provided is controlled and the internal file is preserved to evidence standard.
Is the company jointly liable?
Separate three layers. Criminal: the bribe-taking director bears personal liability under Article 354 of the Penal Code; the company as a legal entity bears criminal liability only for offences listed in Article 76 — entity risk sits in bribe-giving or brokering in the chain, not arising automatically from a director taking. Civil: the company as victim may claim damages from the individuals and the contractor. Tax and governance: chain expenses are disallowed from deductible costs, and a public company or one owing duties to banks must assess disclosure of the event.
This article has been quality-reviewed by the FLAW AI Legal Council