OECD Review of the Corporate Governance of State-Owned Enterprises in Viet Nam

OECD Review of the Corporate Governance of State-Owned Enterprises in Viet Nam

The Government of Viet Nam has made progress in recent years to improve its frameworks for the ownership and corporate governance of its state-owned enterprises (SOEs). This review assesses the corporate governance framework of the Viet Nam state-owned sector relative to the OECD Guidelines on Corpo...

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Detalles Bibliográficos
Autor principal: OECD (-)
Autor Corporativo: Organisation for Economic Co-operation and Development, author, issuing body (author)
Formato: Libro electrónico
Idioma:Inglés
Publicado: Paris : Organization for Economic Cooperation & Development 2022.
Edición:1st ed
Colección:Corporate governance.
Materias:
Corporate governance.
Government business enterprises.
Ver en Biblioteca Universitat Ramon Llull:https://discovery.url.edu/permalink/34CSUC_URL/1im36ta/alma991009704548706719
Tabla de Contenidos:
  • Intro
  • Foreword
  • Acknowledgements
  • List of acronyms and abbreviations
  • Executive summary
  • 1 Economic and political context of Viet Nam
  • 1.1. The economic and political context
  • 1.1.1. Economy
  • 1.1.2. Government
  • 1.1.3. Legal system
  • 1.1.4. Business environment
  • 1.1.5. Capital markets
  • References
  • 2 Overview of the Vietnamese state-owned sector
  • 2.1. Number and type of state-owned enterprises
  • 2.2. Size and sectoral distribution of the SOE sector
  • 2.2.1. Listed SOEs
  • 2.2.2. SOE as an investor
  • 2.2.3. SOEs as vehicles of national development: A historical perspective
  • 2.3. Equitisation of SOEs
  • References
  • Notes
  • 3 Legal and regulatory framework
  • 3.1. Main laws and regulations on corporate sector
  • 3.2. Legal and regulatory framework applicable to SOEs
  • 3.2.1. Other relevant legal documents that are applicable to SOEs
  • Professionalising boards of directors
  • Transparency and disclosure
  • Equitisation process
  • 3.2.2. Legal regulatory framework relevant to participation of foreign investors in equitisation and IPO of SOEs
  • The land issue
  • References
  • Notes
  • 4 Ownership and corporate governance
  • 4.1. Ownership arrangements and co-ordination
  • 4.1.1. The main institutional actors
  • State Capital Investment Corporation
  • 4.2. The governing bodies of Vietnamese SOEs
  • 4.2.1. Board of Members and Boards of Directors
  • Structure and composition of SOE Board of Members and Boards of Directors
  • Board nomination procedures for Board of Members and Boards of Directors
  • 4.2.2. Wholly-owned SOEs
  • 4.2.3. Majority-owned SOEs
  • Criteria for selection of Board of Members and Boards of Directors
  • Role and competencies of Boards of Members and Boards of Directors
  • 4.2.4. Board of Controllers
  • 4.3. Financial controls in the SOE sector.
  • 4.3.1. Company-internal financial controls and controllers
  • The role of the Board of Controllers
  • Internal auditors
  • 4.3.2. External controls
  • The State Audit Office
  • Roles assigned to CMSC, MOF and GIV
  • Independent external auditors
  • References
  • Notes
  • 5 Anti-corruption and integrity in SOEs
  • 5.1. Anti-corruption context for Vietnamese SOEs
  • 5.2. Legal and regulatory framework applicable to SOEs
  • 5.2.1. The Anti-Corruption Law and SOEs
  • Code of conduct for office holders
  • Conflict of interest management
  • Transparency and disclosure
  • Declaration of assets and income
  • References
  • Notes
  • 6 Recent and ongoing reforms
  • 7 Rationales for state ownership
  • 7.1. Articulating the rationales for state ownership
  • 7.2. The ownership policy
  • 7.2.1. Government bodies responsible for defining the ownership policy
  • 7.3. Ownership policy accountability, disclosure and review
  • 7.4. Defining SOE objectives
  • 8 The State's role as an owner
  • 8.1. Simplification of operational practices and legal form
  • 8.2. Political intervention and operational autonomy
  • 8.3. Independence of boards
  • 8.4. Centralisation of the ownership function
  • 8.5. Accountability of the ownership entity
  • 8.6. The state's exercise of ownership rights
  • References
  • 9 State-owned enterprises in the marketplace
  • 9.1. Separation of functions
  • 9.2. Stakeholder rights
  • 9.2.1. Legal and arbitrational mechanisms for redress available to the stakeholders of SOEs
  • 9.3. Identifying the costs of public policy objectives
  • 9.4. Funding of public policy objectives
  • 9.5. General application of laws and regulations
  • 9.6. Market consistent financing conditions
  • 9.6.1. Law on Public Debt Management and Decree No. 91/2018/ND-CP on Granting and managing Government guarantees
  • 9.7. Public procurement procedures.
  • 9.7.1. Procurement rules and procedures for SOEs
  • References
  • 10 Equitable treatment of shareholders and other investors
  • 10.1. Ensuring equitable treatment of shareholders
  • 10.1.1. Rules and procedures for transactions among SOEs
  • 10.1.2. Options for redress that minority shareholders have when they consider their rights violated
  • 10.2. Adherence to corporate governance code
  • 10.3. Disclosure of public policy objectives
  • 10.4. Joint ventures and public private partnerships
  • 11 Stakeholder relations and responsible business conduct
  • 11.1. Recognising and respecting stakeholders' rights
  • 11.2. Reporting on stakeholder relations
  • 11.3. Internal controls, ethics and compliance programmes
  • 11.4. Responsible business conduct
  • 11.5. Financing political activities
  • Notes
  • 12 Disclosure and transparency
  • 12.1. Disclosure standards and practices
  • 12.2. External audit of financial statements
  • 12.3. Aggregate annual reporting on SOEs
  • References
  • Notes
  • 13 The responsibilities of the boards of state-owned enterprises
  • 13.1. Board mandate and responsibility for enterprise performance
  • 13.2. Setting strategy and supervising management
  • 13.3. Board composition and exercise of objective and independent judgment
  • 13.4. Independent board members
  • 13.5. Mechanisms to prevent conflicts of interest
  • 13.6. Role and responsibilities of the Chair
  • 13.7. Employee representation
  • 13.8. Board committees
  • 13.9. Annual performance evaluation
  • 13.10. Internal audit
  • References
  • Notes
  • 14 Conclusions and recommendations
  • Annexes
  • Annex A. Corporate form and size of subsidiary companies of major SOEs in the CMSC portfolio
  • Annex B. Listed companies with State Capital Investment Corporation ownership of no less than 10%.
  • Annex C. Listed companies with a consolidated public sector ownership of no less than 10%.

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