OECD Guidelines – Responsible business conduct

Contents

Purpose and main structure
2.1. Eleven chapters and key recommendations
2.2. What changed in 2023
2.3. National Contact Points and “specific instances”
Users and how to apply it
Quick self-assessment
Practical example
Notes for use in Vietnam

OECD Guidelines – Kinh doanh có trách nhiệm · Ảnh: FTS CSRA

Overview and origin

Item	Details
Vietnamese name	Hướng dẫn OECD cho doanh nghiệp đa quốc gia về kinh doanh có trách nhiệm
English name	OECD Guidelines for Multinational Enterprises on Responsible Business Conduct
Issuer/custodian	OECD; part of the OECD Declaration on International Investment and Multinational Enterprises (1976). 52 adhering countries (38 OECD members and 14 non-members); each must set up a National Contact Point (NCP).
Nature	Government recommendations to business – not legally binding on companies but binding on adhering governments to promote them and maintain NCPs; 11 chapters covering all areas of responsibility.
Reference scope	Enterprises operating in or from adhering countries, wherever they operate, and their supply chains and business relationships – including suppliers in Vietnam.

First adopted in 1976, the Guidelines were updated in 1979, 1984, 1991, 2000, 2011 (adding the human rights chapter and risk-based due diligence) and on 8 June 2023 (renamed to add “on Responsible Business Conduct”). They are operationalised by the general Due Diligence Guidance (2018) and sector guidance. They are the only government-backed standard with a non-judicial grievance mechanism – hundreds of specific instances handled since 2000.

Purpose and main structure

Purpose: ensure business operations are in harmony with public policy, strengthen mutual confidence between enterprises and society, improve the investment climate and maximise positive contributions while minimising adverse impacts. Structure: preface, 11 chapters of recommendations with commentary, and Part II on implementation procedures (NCPs, Investment Committee).

2.1. Eleven chapters and key recommendations

Chapter	Title	Key recommendations for enterprises
I	Concepts and principles	Recommendations by governments, voluntary for enterprises; obeying domestic law is the first obligation; where law conflicts, honour the Guidelines to the fullest extent without breaching law; applies to all enterprises of adhering countries, including SMEs
II	General policies	Contribute to economic, environmental and social progress; respect human rights; carry out risk-based due diligence on adverse impacts in operations, supply chains and business relationships; avoid causing or contributing; seek to prevent directly linked impacts; meaningful stakeholder engagement; no reprisals against whistleblowers or human rights defenders; responsible lobbying; no exemptions not contemplated in law
III	Disclosure	Timely, accurate disclosure on financial situation, performance, ownership, governance, RBC policies, foreseeable material risks (including sustainability and climate) and due diligence; encouraged to use international standards and independent assurance
IV	Human rights	Respect internationally recognised human rights; avoid causing or contributing; prevent directly linked impacts; policy commitment; human rights due diligence; remediation – consistent with the UNGPs
V	Employment and industrial relations	Respect the right to form and join trade unions and bargain collectively; abolish child and forced labour; non-discrimination; information to workers' representatives; occupational safety and health; standards no less favourable than comparable employers; local hiring and training; reasonable notice of major changes
VI	Environment	Environmental management system; due diligence on environmental impacts (climate, biodiversity loss, land and water degradation, deforestation, pollution, waste); targets and plans consistent with international climate and biodiversity goals; life-cycle consideration; emergency preparedness; transparency and community consultation; worker training
VII	Combating bribery, bribe solicitation and extortion	No direct or indirect offering, promising or accepting of bribes or undue advantage; internal controls, ethics and compliance programmes; manage intermediaries; transparency; no illegal political contributions; address trading in influence and money laundering
VIII	Consumer interests	Safe products and services of stated quality; accurate, clear information (including environmental claims, no greenwashing); fair dispute resolution; no deceptive practices; privacy and personal data protection; attention to vulnerable consumers
IX	Science, technology and innovation	Diffuse technology and know-how appropriately; due diligence on risks from developing, financing, selling, licensing and using technology (including data collection and use); protect IP; local research cooperation
X	Competition	Comply with competition law; no price-fixing, market sharing, bid rigging or output restrictions; cooperate with competition authorities; train staff
XI	Taxation	Pay taxes on time; comply with both the letter and spirit of tax laws; arm's-length transfer pricing; treat tax governance as part of risk management

Figure 1. The 11 chapters of the 2023 OECD Guidelines on responsible business conduct. (AI-generated image) / Hình 1. The 11 chapters of the 2023 OECD Guidelines on responsible business conduct. (Ảnh do AI tạo)

2.2. What changed in 2023

Area	Change
Climate and biodiversity	Expectation that targets and plans align with international climate (Paris) and biodiversity goals
Technology and data	Due diligence applies to developing, selling and using technology, data and AI
Downstream use	Clarifies due diligence on downstream use of products and services
At-risk persons	Protection of human rights defenders, whistleblowers and complainants from reprisals
Lobbying	Lobbying and political engagement must be consistent with RBC commitments
Disclosure	Updated expectations on sustainability and due diligence disclosure
NCPs	Strengthened visibility, effectiveness and functional equivalence of NCPs

2.3. National Contact Points and “specific instances”

Anyone (workers, unions, communities, NGOs) can submit a “specific instance” to the NCP of the country where the company is headquartered, or where the issue arose if that country adheres. Process: (1) initial assessment (whether it merits further examination); (2) good offices or mediation between the parties; (3) a final statement, which may include recommendations and a determination on observance; (4) follow-up. The target is completion in about 12 months. NCPs are not courts and impose no penalties, but public statements strongly affect reputation and relations with banks and export credit agencies.

Figure 2. The NCP specific instance process. (AI-generated image) / Hình 2. The NCP specific instance process. (Ảnh do AI tạo)

Users and how to apply it

Users: FDI companies from adhering countries (Japan, Korea, the EU, the US, Australia…), their Vietnamese suppliers, Vietnamese companies investing abroad, banks and investment funds.

Compare existing policies with the 11 chapters; identify material chapters by sector (e.g. garments: V, VI; technology: VIII, IX).
Carry out six-step due diligence under the 2018 OECD Due Diligence Guidance.
Adopt policies on responsible lobbying and whistleblower protection.
Set climate and biodiversity targets consistent with the 2023 Chapter VI.
Disclose under Chapter III; set up operational-level grievance channels.

Quick self-assessment

Chapter	Check question	Evidence
II	Is there a risk-based due diligence process for the supply chain?	Procedure, screening report
III	Are material sustainability risks and due diligence results disclosed?	Annual or sustainability report
IV–V	Are there human rights and labour policies and a worker grievance mechanism?	Policies, grievance log
VI	Are there emission reduction targets and a Paris-aligned plan?	Climate plan
VII	Is there an anti-bribery compliance programme covering intermediaries?	Code, partner due diligence
VIII–IX	Are customer data protected and technology risks assessed?	Data policy, impact assessment
XI	Are tax and transfer pricing policies board-approved?	Tax policy, TP documentation

Practical example

Hypothetical case: Electronics components plant E (Korean-owned, Bắc Ninh, 6,000 workers) faces a specific instance filed by an NGO with the Korean NCP over overtime and chemical safety.

Stage	What happened	Lesson
Initial assessment	The NCP accepts the case under Chapters II, IV and V	Ready due diligence records speed up the response
Mediation	Parent company, plant and NGO agree on an overtime reduction plan and independent chemical checks	Dialogue works better than public dispute
Final statement	The NCP records the agreement and recommends a progress report after 12 months	Cooperation protects reputation
Follow-up	Overtime falls below legal limits; results published	Built into routine due diligence

Notes for use in Vietnam

Vietnam has not adhered to the OECD Declaration on International Investment, so there is no Vietnamese NCP; however, companies from adhering countries operating in Vietnam can still face specific instances at their home NCP about activities in Vietnam, including through suppliers.
Vietnam–OECD cooperation: Vietnam participates in the OECD Southeast Asia Regional Programme; Decision 843/QĐ-TTg (2023) on the National Action Plan for responsible business is a step towards OECD and UNGP standards.
Cross-check domestic law: the 2018 Competition Law (Chapter X), the 2019 Tax Administration Law and Decree 132/2020/ND-CP on related-party transactions (Chapter XI), the 2023 Consumer Protection Law (Chapter VIII), the 2018 Anti-Corruption Law (Chapter VII).
Competitive advantage: suppliers that proactively meet the OECD Guidelines reduce the risk of losing orders as buyers implement EU and Japanese due diligence rules.