Thông tư 200/2015/TT-BTC

CIRCULAR

ON GUIDELINES FOR CERTAIN DETAILS REGARDING THE SUPERVISION OF THE INVESTMENT OF STATE CAPITAL IN ENTERPRISES AND REGARDING THE FINANCIAL SUPERVISION, PERFORMANCE ASSESSMENT AND FINANCIAL INFORMATION DISCLOSURE IN STATE-OWNED AND STATE-INVESTED ENTERPRISES

Pursuant to the Law on management and investment of state capital into companies’ production and trading operations;

Pursuant to the Government’s Decree No. 215/2013/ND-CP dated 23 December 2013 on functions, missions, authority and organizational structure of the Ministry of Finance;

Pursuant to the Government’s Decree No. 87/2015/ND-CP dated 06 October 2015 on the supervision of the investment of state capital in enterprises and the financial supervision, performance assessment and financial information disclosure in state-owned and state-invested enterprises;

Pursuant to the Government’s Decree No. 91/2015/ND-CP dated 13 October 2015 on the investment of state capital in enterprises and management and utilization of corporate capital and assets;

Pursuant to recommendations by the Head of the Department of entrepreneurial finance,

Minister of Finance issues the Circular on guidelines for certain details regarding the supervision of the investment of state capital in enterprises and the financial supervision, performance assessment and financial information disclosure in state-owned and state-invested enterprises.

Chapter I

GENERAL

Article 1. Scope of regulation

The Circular provides guidelines for certain details regarding the supervision of the investment of state capital in enterprises and the financial supervision, performance assessment and financial information disclosure in state-owned and state-invested enterprises as per the Government's Decree No. 87/2015/ND-CP on the supervision of the investment of state capital in enterprises and the financial supervision, performance assessment and financial information disclosure in state-owned and state-invested enterprises (hereinafter referred to as the Decree No. 87/2015/ND-CP).

Article 2. Regulated entities

1. The Circular shall apply to enterprises, organizations and individuals as defined in Section 1, 2, 3, 4, 5, Article 2 of the Decree No. 87/2015/ND-CP.

2. State-owned enterprises that operate in sectors as stated in Section 6, Article 2 of the Decree No. 87/2015/ND-CP and undergo financial supervision, performance assessment and financial information disclosure according to this Circular and the laws on national defense and security, finance, banking, lottery and securities. If there are conflicts between the laws on national defense and security, finance, banking, lottery and securities and this Circular, such laws shall prevail.

Chapter II

SUPERVISION OF THE INVESTMENT STATE CAPITAL IN ENTERPRISES

Article 3. Supervision of the investment of state capital in enterprises

In order to conduct supervision activities as per Article 6 of the Decree No. 87/2015/ND-CP the agencies representing owners of state capital must analyze and evaluate investments of state capital for:

1. Incorporation of state-owned enterprises.

2. Increase of charter capital of state-owned enterprises in operation.

3. Increase of investments of state capital in joint-stock companies and limited liability companies with two members or more.

4. Partial or full acquisition of enterprises.

Article 4. Contents of supervision and format of report

1. Contents of supervision

Pursuant to the contents of supervision as defined in Section 1, 2, 3, 4, Article 3 of this Circular, the agencies representing owners shall be responsible for:

a) Assessing the pertinence of investments of state capital the objectives and scope of investments of state capital as stipulated in Article 5, Article 7, Article 12 and Article 15 of the Government's Decree No. 91/2015/ND-CP on investments of state capital into enterprises, management and utilization of corporate capital and assets (hereinafter referred to as the Decree No. 91/2015/ND-CP).

b) Evaluating the compliance with progression and procedures, on case basis, regarding the authority to make decisions on corporate establishment, policies and investment of state capital as per Article 6, Article 9, Article 10, Article 11, Article 13, Article 14, Article 17 and Article 18 of the Decree No. 91/2015/ND-CP.

c) Assessing, balancing and utilizing government finances for investments.

d) Evaluating and comparing state-owned enterprises’ social and economic effects in reality and in projections, with regard to: Incorporation of state-owned enterprises; increase of the charter capital of active state-owned enterprises; increase of the investments of state capital in joint-stock companies and limited liability companies with two members or more; partial or full acquisitions. If actual performance does not actualize projections, the agencies representing owners must provide explanations and solutions.

dd) Evaluating the execution of rights and duties by the agencies representing owners with regard to state capital investment as per Chapter II of the Decree No. 91/2015/ND-CP.

2. Format of report

The agencies representing owners shall prepare and provide the Ministry of Finance with reports on contents stated in Section 1 of this Article in the following formats:

a) A report on state capital investment(s) in the establishment of a state-owned enterprise shall take the Form No. 01.A enclosed to this Circular.

b) A report on state capital investment(s) in the increase of the charter capital of an active state-owned enterprise shall take the Form 01.B enclosed to this Circular.

c) A report on state capital investment(s) in the increase of government contributions in a joint-stock company or limited liability company with two members of more shall take the Form No. 01.C enclosed to this Circular.

a) A report on state capital investment(s) in the establishment of a state-owned enterprise shall take the Form No. 01.A enclosed to this Circular.

Chapter III

FINANCIAL SUPERVISION BY THE AGENCIES REPRESENTING OWNERS

Article 5. Financial supervision over state-owned enterprises

1. The agencies representing owners shall supervise enterprises according to Article 9 of the Decree No. 87/2015/ND-CP.

2. In order to facilitate such supervision, enterprises must produce reports on the analysis and assessment of their current conditions and performance (referred to as financial assessment reports) in the forms enclosed to this Circular and according to these regulations:

a) Preservation and development of capital:

An assessment of an enterprise's preservation and development of capital shall abide by the Circular on guidelines for the enforcement of the Decree No. 91/2015/ND-CP with regard to:

- Equity: Including: Equity coded 410 in the balance sheet and details of owners’ contributed capital, investment and development fund and capital allotted for fundamental construction.

- Total assets

- Net profit.

- Efficiency in utilization of capital: Return on equity (ROE),  Return on assets (ROA).

Figures shall be quoted from audited report(s) and ratified by the Members’ council (The balance sheet and income statement shall be presented in the Form No. B01-DN and B02-DN, respectively, as enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by the Ministry of Finance on guidelines for corporate accounting). Consolidated financial statement(s) from the parent company must be also taken into consideration.

b) Management and utilization of state capital and government assets in enterprises

- Project investment: Enterprises shall produce supervision reports on these contents:

+ Projects in category A and category B: Reports on total investments and finances mobilized for each project; progress assessment with regard to project implementation and disbursement according to the plan; final settlement of capital investments; issues regarding land use, resource management, environment protection, revocation of investment license(s) and other regulations on investment management; adjustments to investment projects' objectives, scope of capital, schedule and investors during the reporting period.

+ Other projects: Reports on total investments and finances mobilized for each project; project completion time; actual and planned progress; difficulties (if any) during project implementation.  

+ Effects of investment projects in operation during the reporting period must be reported.

Enterprises' reports shall take the Form No. 02.A enclosed to this Circular.

- Extraneous investments: Enterprises shall produce supervision reports on these contents:

+ The adherence to the laws on enterprises’ extraneous investments.

+ Effects of investments: Dividend or profit distributed on total value of investments in comparison with amounts dispensed according to resolution(s) by the General shareholders' meeting or Members' council of the invested company.

+ Plans for increase or decrease of investments in subsidiaries, associated companies and other long-term investments.

+ Withdrawal of non-core investments according to corporate restructuring schemes.

Enterprises' reports, apart from such contents, shall include those required in Form No. 02.B enclosed to this Circular.

- Mobilization and utilization of finances: Enterprises shall produce supervision reports on these contents:

+ Total finances mobilized during the period and accruing from the issuance of bonds and loans from credit institutions and other entities.

+ Spending of finances mobilized on fundamental construction, production and trading activities and for other purposes.

+ Loan guarantees for subsidiaries and associated companies (if any); utilization and reimbursement of guarantees.

+ Spending of finances mobilized and resultant effects.

- Management of assets, receivables and payables: Enterprises shall produce supervision reports on these contents:

+ The authority to make decisions on investment and procurement, as per the laws, during the reporting period; asset depreciation; liquidation and sale of assets; handling of merchandise shortage, unqualified or degraded products.

+ The issuance of policies for corporate debt management according to the Government's Decree No. 206/2013/ND-CP dated 9 December 2013 on the management of debts in enterprises fully owned by the government, and the management of debts according to such policies.

+ Accounts receivable up to the reporting period: Total accounts receivable including bad debts (reserve(s) generated and bad debts handled in the reporting period); detriment by receivables that do not have provisions against bad debts (if any) Enterprises shall report each bad debt receivable.

+ Payables up to the reporting period: Total accounts payables that fall due or become overdue, capacity for debt repayment, debt-to-equity ratio. Enterprises shall report each overdue account payable and reasons for failure of repayment deadline.

c) Production, trading and finance: Enterprises shall produce supervision reports on these contents:

- Quantity of goods produced (or purchased) and consumed (or sold) during the reporting period,  and ending stock of certain essential goods.

- Financial figures: Turnover and costs arising from the consumption of goods during the reporting period, financial incomes and expenses, other earnings and spending, business results. Figures attained in the reporting period in comparison with annual figures, figures achieved in the same period in two years immediately preceding the reporting year.

- Figure-based corporate performance:  Ratio of operating profit to equity, return on equity (ROE) and return on assets (ROA). Return on equity shall be determined according to Section 2, Article 12 of this Circular.

Enterprises' reports shall take the Form No. 02.C enclosed to this Circular.

- Provision of public goods and services (if available), with regard to the assessed quality, quantity, incomes and costs for provision of public goods and services in the period versus the plan and the same period in the previous year. Enterprises' reports shall take the Form No. 02.D enclosed to this Circular.

- Analysis of cash flower during the reporting period: Enterprises shall make supervision reports on the balance of their earnings and demands for production, trading, investment, financial activities and punctual repayment of debts due; and on cash flow forecasts for the future and subsequent accounting period.

d) Fulfillment of pecuniary duties to the government's budget, profit distribution, creation and utilization of funds, changes in the enterprise reorganization assistance fund in economic groups and corporations:  Enterprises’ reports shall take the Form No. 02.DD.

State-owned economic groups and corporations creating distinctive funds as per the laws must report, via Form No. 02.DD, their creation and utilization of such funds, legal grounds, sources of finances and usage schemes.

dd) Abidance by regulations, policies and laws, with regard to the compliance with regulations on investment, management and utilization of state capital in enterprises, taxation, payments to the state budget, financial reporting, financial supervision reporting, other reporting schemes and conformity to conclusions of inspections according to Section 4, Article 12 of this Circular.

e) Enterprises’ explanation of comments in their financial reports as given by independent audit firms, auditors, agencies representing owners and competent government authorities.

g) Restructuring of investments of state capital in the enterprises and such enterprises’ investments in their subsidiaries and associated companies: Ministry of Finance shall consider requirements from time to time to give written requests for enterprises' supervision reports.

h) Distinctive figures as defined by the agencies representing owners (if any).

3. The agencies representing owners shall consider enterprises’ reports as stated in Section 2 of this Article and relevant documents to make financial supervision statements that analyze and conclude enterprises' financial circumstances as per Article 9 of the Decree No. 87/2015/ND-CP to provide such agencies' recommendations to each parent company or single-member limited liability company established at the agencies' discretion or put under their management.   Such statements shall indicate these contents:

a) Detailed assessment of the parent company

- Business performance: Remarks on actual progress versus the plan, changes in business results through various periods, management of business costs and administrative expenses.

- Corporate finance: Remarks on profitability, liquidity, figures on debt balance and operations, aptness of asset structure and sources of finances.

- Management and utilization of finances and assets: Remarks on investments into subsidiaries, associated companies, joint ventures and long-term investments, on asset investments, mobilization and utilization of finances, management of assets, outstanding receivables and payables.

- Abidance by regulations: Compliance with regulations on tax, salary and other matters; fulfillment of pecuniary duties to the state budget.

- Public service: Provision of public goods and services, incomes and costs for provision of public services and goods (if any).

- Implementation of previous recommendations from the Owner/ Controller/ Inspectorate’s auditor/ corporate finance management authority.

b) Consolidated assessment of business circumstances throughout a state-owned group or corporation

4. The agencies representing owners shall consider each enterprise’s financial supervision report to consolidate data and make a resultant financial supervision statement intra vires and report(s) in the Form No. 03 enclosed to this Circular.

Each enterprise’s financial supervision report and the resultant financial supervision statement shall be submitted to the Ministry of Finance.

5. The members’ council of SCIC shall produce financial supervision reports for single-member limited liability companies transferred from relevant Ministries and provincial People's committees.

Article 6. Financial supervision of subsidiaries and associated companies

1. Enterprises shall supervise subsidiaries and associated companies according to Article 15 of the Decree No. 87/2015/ND-CP.

2. Contents of supervision and evaluation shall comprise:

a) Business conditions: Evaluation of changes in the reporting year’s turnover and profits compared to the data of the immediately preceding year.

b) Efficiency in capital investment: assessment of capital recovery, profits and dividends returned on investments outside core enterprises.

- Capital recovered, profits and dividends distributed shall be assessed and compared to the year's initial plan. Profits and dividends returned on investments outside core enterprises shall be subject to the actual amounts that such enterprises have received.

- If capital investments in a subsidiary or associated company are inefficient or associated companies do not distribute return or dividend from their net profit(s), the enterprises concerned must provide explanations and solutions (withdrawal of investments, stricter supervision or other measures).

c) Capacity for repayment of debts due, debt to equity ratio: Assessment of capacities for paying off debts due and ratio of debt to equity in subsidiaries and associated companies. Point b, Section 3, Article 12 of this Circular shall guide the determination of capacities for repayment of debts due and ratio of debt to equity.

d) Transfer of capital investments

Results of capital investment transfers shall be assessed in comparison with the plan. Enterprises must provide explanations and solutions for transfers that did not go according to the plan.

3. If a subsidiary or an associated company shows signs of financial insecurity according to Article 24 of the Decree No. 87/2015/ND-CP the parent company shall analyze and assess circumstances and make decisions on special financial supervision over that subsidiary or associated company.

4. The enterprises shall consider financial reports from subsidiaries and associated companies to establish and submit reports on investments in such subsidiaries and associated companies, according to Form No. 02.B enclosed to this Circular, to the agencies representing owners and financial authorities at equivalent echelons.

Article 7. Supervision of outward investments

1. The agencies representing owners shall supervise outward investment projects according to Article 20 of the Decree No. 87/2015/ND-CP.

2. Supervisory activities shall cover:

a) Investments made to foreign countries and recovered to Vietnam, and progress of overseas projects

- Enterprises shall base on outward investment certificates bestowed by competent Vietnamese authorities to make reports on prefeasibility, total capital investments registered for overseas projects (broken down into contributions and loans) and total outward investments registered (broken down into contributions, loans, and loan guarantees, if applicable).

- Enterprises shall consider the Notes to the financial report (Form No. B09-DN enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by Ministry of Finance) and accounting journals from local enterprises to make reports on outward investments (broken down into contributions, loans, loan guarantees, if available), on changes in outward investments compared to those in the period immediately preceding the reporting period, on sources of finances for outward investments (e.g. equity, borrowings), on recovery of outward investments including profit repatriated, interests from loans made to overseas projects, capital recovered by depreciation of overseas projects' fixed assets or liquidation of investments made to overseas projects and other amounts reclaimed.

Enterprises must present reasons and evaluate investment loss, concerned parties’ responsibilities and solutions when a project is fully liquidated or terminated early.

- Enterprises shall report the issuance and implementation of regulations on operation, management and utilization of their capital and assets in foreign nations and on supervision of overseas projects' compliance according to this Regulation.

- Enterprises shall report the progress of overseas projects and disbursement. If the schedule is delayed, they must report to the agencies representing owners about reasons, impacts on project efficiency, collective and personal responsibilities for project deferral to have subject errors penalized, remedial measures and plans for capital contribution, fundamental construction progress and project operation.

b) Financial situations and business results of outward investment projects

- Enterprises shall review financial reports (audited version, if available) of outward investment projects, regulations on operation, management and utilization of their capital and assets in foreign countries, business plans and outward investment laws to analyze and evaluate:

+ Asset management: Powers to decide investment projects and purchase assets for overseas projects, depreciation, liquidation and transfer of assets;

+ Management of debts payable up to the reporting period: Total debts payable, debts due, debts overdue and capacity for repayment of debts due. Loans and debts overdue, which originate from local enterprises and parent companies, reasons and repayment plans must be specified.

+ Management of debts receivable up to the reporting period: Total debts receivable, including bad debts (reserves and settlement of bad debts during the period).

+ Changes in overseas projects’ equity: Owners’ investments, profits or losses accumulated. If a project's accumulated losses exceed 50% of the value of the owner’s investments or such project incurs losses in two consecutive years (apart from planned periods of loss), the enterprises must report to the agencies representing owners about reasons and solutions.

+ Overseas projects’ business results: Supervision of changes in local enterprises’ turnover, net profits and distributed profits (comparing figures attained in the reporting period with those for entire year and in the same period of the immediately preceding year).

+ Utilization of profits distributed and fulfillment of pecuniary duties to the state budget: Assessment of the compliance with the laws on inward remittance of profits and regulations on financial duties imposed on distributed profits from overseas investment projects.

- Enterprises shall consider market incidents, political and legislative situations in relevant foreign countries and product consumption in global markets to evaluate risk level. For projects prone to risks against their business activities, the enterprises must make timely reports to the agencies representing owners for solutions or to the Prime Minister for settlement of issues ultra vires.

3. If a project's accumulated losses exceed 50% of the value of the owner’s investments or it incurs losses in two executive years or its coefficient of capacity for repayment of debts due is lower than 0.5, the agencies representing owners shall consider the overseas project’s finance, control level as defined by the Charter of organization and the enterprise's activities to tighten the supervision over such project.

4. Enterprises shall use the Form No. 04.A to report outward investments and recovery of capital invested and the Form No. 04.B to report overseas projects' financial situations and business results. Such forms are enclosed to this Circular.

Article 8. Financial supervision over enterprises in which state ownership accounts to over 50% of the charter capital

1. The agencies representing owners shall regulate in writing a representative’s role, responsibilities, rank, authority and schemes of reporting and response; and the cooperation between the unit assigned to summarize supervision data and the representative.

2. The representative(s), on 6-month and yearly basis, shall make financial supervision reports according to Section 1, Article 33 of the Decree No. 87/2015/ND-CP including:

a) General information of the enterprise invested: General information, charter capital, actual contributions up to the reporting time (value and holding ratio), corporate management structure (Board of directors/ Members' council, Control Committee, Operation Committee, Legal representative), business lines.

b) Information of the representatives (quantity and list of representatives)

c) Preservation and development of state capital in the enterprise and efficiency in capital utilization.

d) Management and utilization of state capital and government assets in the enterprise:

- Investments into capital and assets inside and outside the enterprise (capital mobilized for investment projects, progress of the projects and disbursement), investments and finances mobilized for projects that form fixed assets and develop basic property, assessment of the progress of projects and plans, issues arising, adjustments to objectives, effects gained;

- Mobilization and utilization of finances mobilized; bond issuance;

- Management of the enterprise's assets and debts, its debt repayment capacity and ratio of payable debts to equity;

- Cash flow in the enterprise.

dd) The enterprise’s business activities:

- Business results: Turnover, gross profit, net profit, return on equity (ROE), return on assets (ROA);

- Fulfillment of pecuniary duties to the state budget.

e) Implementation of plans for withdrawal or recovery of state capital and acquisition of profits and dividends that the enterprise has distributed (dividend payout ratio, value and amount of dividends actually gained in the reporting year)

g) The enterprises’ difficulties.

3. The agencies representing owners shall consider the representatives' financial supervision reports to make resultant financial supervision statements, including the results of financial supervision over state-owned enterprises within their powers, on these contents:

a) Evaluation of financial situations of the enterprise invested.

b) Assessment of the management and utilization of the invested enterprise’s capital.

c) Conclusion by the agencies representing owners to retain or withdraw investments.

4. The members' council of SCIC shall be responsible for establishing the financial supervision reports for enterprises, over 50% of whose charter capital is state-owned and which are assigned to SCIC from relevant Ministries and provincial People’s committees up to the reporting time.

5. If the enterprise shows signs of inefficiency or financial insecurity, the agencies representing owners shall instruct the representative(s) to exercise the shareholder’s rights according to Section 2 and Section 3, Article 114 of the 2014’s Companies Law. In other words, the Control Committee shall be requested to investigate into the management and operation of the enterprise or the Board of directors/ Members' council shall be requested to convene a General shareholders’ meeting/ members' meeting against the Board's or the Councils' serious violations of shareholders'/ members' rights, managerial personnel's duties or its making of decisions ultra vires.

Moreover, the agencies representing owners shall request the representative(s) to make quarterly reports on the enterprise’s financial situations to give instructions in a timely manner.

6. The agencies representing owners shall bear final responsibilities for supervising the enterprise. The representative(s) shall be individual(s) entrusted by such agencies to supervise the enterprise and bear responsibilities for assignments given by the agencies.

7. If a representative concurrently holds a managerial position in the enterprise, he shall not only be responsible for the tasks entrusted by the agencies representing owners but also be liable to the laws as a head of the enterprise.

Article 9. Financial supervision over enterprises in which state ownership accounts to below 50% of the charter capital

1. The agencies representing owners shall regulate in writing the role, responsibilities, rank, authority and schemes of reporting and response of the representative (if any) or the unit/ individual assigned to supervise investments of state capital in the enterprise (referred to as the managerial unit/ individual); and the cooperation between the supervision data compiling unit and the representative.

2. The representative or managerial unit/ individual, on annual basis, shall make a financial supervision report according to Section 2, Article 33 of the Decree No. 87/2015/ND-CP as follows:

a) General information of the enterprise: Charter capital, actual contributions up to the reporting time (e.g. government’s contributions and holding ratio), representative/ managerial individual

b) Preservation and development of state capital in the enterprise

c) Mobilization and utilization of finances.

d) The enterprise’s business activities:

Business results: turnover, gross profit, net profit, return on equity (ROE), return on assets (ROA);

dd) Implementation of plans for withdrawal or recovery of state capital and acquisition of profits and dividends that the enterprise has distributed.

e) Dividends/ profits distributed in the reporting year (According to resolutions by the General shareholders’ meeting: amount, dividend payout ratio).

g) Actual dividend/ profit garnered in the reporting year.

3. The agencies representing owners shall consider financial supervision reports from the representative or managerial unit/ individual to make resultant financial supervision statements, which summarize the results of financial supervision over the state-owned enterprise, on these contents:

a) Evaluation of financial situations of the enterprise invested.

b) Assessment of the management and utilization of the invested enterprise’s capital.

c) Conclusion by the agencies representing owners to continue or withdraw investments.

4. The members' council of SCIC shall be responsible for establishing the financial supervision reports for enterprises, less than 50% of whose charter capital is state-owned and which are assigned to SCIC from relevant Ministries and provincial People’s committees at the reporting time.

5. If the enterprise shows signs of inefficiency, financial insecurity or state capital loss, the agencies representing owners shall instruct the representative or managerial unit/ individual to exercise the shareholder’s rights according to Section 2 and Section 3, Article 114 of the 2014’s Companies Law.

Article 10. Special supervision over enterprises showing signs of financial insecurity

Enterprises showing signs of financial insecurity shall be subjected to special supervision as per Volume 4 of the Decree No. 87/2015/ND-CP and make reports in regulated manners similar to other enterprises according to this Circular.

Chapter IV

CORPORATE PERFORMANCE ASSESSMENT AND RANKING FOR STATE-OWNED ENTERPRISES

Article 11. Assessment and ranking of enterprises and managerial personnel

1. The agencies representing owners shall consider the annual corporate financial plan, which has been examined by such agencies and financial authorities at an equivalent echelon, remarked on by the agencies in writing and ratified by the Members’ council/ Chairman, to deliberate and establish figures for the assessment and ranking of the enterprises.

2. The agencies representing owners must set assessment figures pertinent to each enterprise’s distinct business traits. Figures of turnover and business result must specified in number.

3. Enterprises undertaking public activities and special duties shall be assigned by the agencies representing owners to carry out manifest plans and missions for public products and services in order to assess such enterprises’ performance by quantity, value and quality.

4. Enterprises incurring losses planned and approved by competent authorities shall undergo corporate ranking according to Point b, Section 1, Article 14 of this Circular.

5. Ranking figures must be established and given to the enterprises by the 30^th of April in the plan year and shall not be amended during their adoption (except for major force majeure).

6. Corporate performance assessment must be subject to the corporate financial supervision statements made by the agencies representing owners and the enterprises’ audited annual financial reports and other reports.

Enterprises shall be responsible for providing the agencies representing owners with specific explanations in writing for financial reports that have been audited but incurred the independent audit firm's qualified opinions on certain issues affecting business results. Such agencies shall review matters and decide to sustain or revise business figures as shown in the financial reports. The agencies representing owners shall be held responsible for their decisions and for elucidation of their standpoints in the participation survey documents by the Ministry of Finance on corporate ranking.

7. The agencies representing owners must deliver to the Ministry of Finance the decisions on corporate assessment figures by the Prime Minister of relevant Ministries. Furthermore, departments of finance shall be given the decisions on corporate assessment figures by provincial people's committees for financial authorities to contribute their opinions on corporate assessment and ranking.

Article 12. Figures for corporate performance assessment

Corporate performance assessment shall be based on indicators as defined in Section 1, Article 28 of the Decree No. 87/2015/ND-CP including:

1. Total turnover: Total turnover shall be benchmarked according to the income statement (Form No. B02-DN enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by the Ministry of Finance on guidelines for corporate accounting regulations). It consists of gross sales (Code 10) + revenue from financial activities (Code 21) + Other earnings (Code 31).   

For incorporated manufacturers of essential goods for the economy, such as electricity, coal, oil, gas or cement, the output of products consumed in the relevant period shall be assessed. Unit of measurement shall be tonne for crude oil, cubic meter for gas, tonne for coal and cement, and kwh for electricity.

2. Net profit and return on equity:

a) Net profit: gross profit from business activities and other profits less the current corporate income tax and the corporate income tax deferred. This figure shall be determined according to the income statement - Code 60 (Form No. B02-DN enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by the Ministry of Finance on guidelines for corporate accounting regulations).

b) Return on equity is the ratio of net profit to the enterprise’s average equity in the relevant year.

Net profit shall be determined according to Point a, Section 2 of this Article.

Owner’s investments in the enterprise shall be determined according to the balance sheet (Form No. B01-DN enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by the Ministry of Finance on guidelines for corporate accounting regulations), composed of: Owner’s contributed capital (Code 411), Investment and development fund (Code 418), Capital allotted for fundamental construction (Code 422). The average figure of the owner’s equity in the relevant year shall be the sum of each quarter’s ending balance of the owner's equity divided by four quarters.

If the enterprise does not allot finances into funds upon the making of the annual financial report, the corporate performance assessment must have the owner’s equity added with the amount of finances allotted for the investment and development fund according to Point b, Section 3, Article 31 of the Decree No. 91/2015/ND-CP before the calculation of the return on equity.

3. Overdue accounts payable and capacity for repayment of debts due:

a) Overdue accounts payable: Debts deferred over the due date of repayment pledged to creditors. Overdue accounts payable shall be determined according to repayment deadlines shown in loan agreements, economic contracts or other written undertakings.

b) Capacity for repayment of debts due: The enterprise’s current capacity for repayment of debts due is the ratio of current assets available to current liabilities as per following formula:

Including:

- Current assets' value shall be based on the ending balance (Code 100 in the balance sheet - Form No. B01-DN enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by the Ministry of Finance on guidelines for corporate accounting regulations).

- Current liabilities' value shall be based on the ending balance (Code 310 in the balance sheet - Form No. B01-DN enclosed to the Circular No. 200/2014/TT-BTC dated 22 December 2014 by the Ministry of Finance on guidelines for corporate accounting regulations).

4. Compliance with regulations and laws:

a) Legal regulations and policies as per Section 1, Article 28 of the Decree No. 87/2015/ND-CP with regard to investment, management and utilization of state capital in enterprises, taxation, payments to the state budget, financial reporting, financial supervision reporting and other reporting obligations and conformity to conclusions of inspections.

b) Compliance with regulations, policies and laws means precise adherence without errors, omission, inadequacy, unpunctuality or non-performance.

c) Violations caused by organizations, individuals on behalf of organizations or officials managing the enterprise.

5. Provision of public goods and services:

Provision of public goods and services means direct engagement in national defense and security or production of public goods and rendering of public services as per the Government's policies through tender or order placement or the Government’s assignments. This figure shall be based on the degree of completion with regard to the quantity and quality of goods and services.

The agencies representing owners shall set up assessment indicators pertinent to fields of operation, specialties and distinction.

6. Determination of figures as defined in Section 1, 2, 4, 5, Article 12 of this Circular shall exclude factors as stated in Section 2, Article 28 of the Decree No. 87/2015/ND-CP.

Article 13. Figures for assessment of managerial personnel

Managerial personnel shall be assessed according to Section 4, Article 28 of the Decree No. 87/2015/ND-CP as follows:

1. Indicators for assessment of managerial personnel shall be subject to guidelines by the Ministry of Internal affairs.

2. The degree of attainment of the government’s figures for the return on equity: The ratio attained is equal to, higher or lower than the return on equity as planned by the agencies representing owners at the start of the plan year and maintained throughout the relevant period (unless otherwise changed by major force majeure). For enterprises providing public goods and services, the degree of completion of quantity and quality plans as per regulated standards shall be taken into consideration.

3. The agencies representing owners shall verify and announce the result of enterprise classification.

Article 14. Methods for corporate performance assessment and ranking

1. Corporate performance assessment shall consider these indicators:

a) Indicator 1: Total turnover

- Enterprises ranked A have attained total turnover  equal to or higher than the figure planned.

- Enterprises ranked B have attained total turnover lower than but equal to at least 90% of the figure planned.

- Enterprises ranked C have total turnover lower than 90% of the figure planned.

b) Indicator 2: Return on equity

- Enterprises ranked A have attained the return on equity equal to or higher than the figure planned.

- Enterprises ranked B have attained the return on equity lower than but equal to at least 90% of the figure planned.

- Enterprises ranked C have attained the return on equity lower than 90% of the figure planned.

- For enterprises that incur planned losses: A rank for those incurring actual loss lower than planned, B rank for actual loss as planned and C rank for actual loss higher than planned. Determination of actual loss versus planned loss shall exclude the performance of additional missions.

c) Indicator 3: Overdue accounts payable and capacity for repayment of debts due

- Enterprises ranked A attain the rate of capacity for repayment of debts due above 1 and do not incur overdue accounts payable;

- Enterprises ranked B attain the rate of capacity for repayment of debts due from 0.5 to 1 and do not incur overdue accounts payable;

- Enterprises ranked C incur overdue accounts payable or attain the rate of capacity for repayment of debts due below 0.5.

For enterprises operating in distinctive fields, the agencies representing owners shall consider and determine a rate of capacity for repayment of debts due in accordance with the enterprises' operational traits for the assessment of this figure.

d) Indicator 4: Compliance with laws in effect

- An enterprise ranked A is not found by competent authorities guilty of violating regulations and policies as per Section 4, Article 12 of this Circular or is reminded by competent authorities of the enterprise’s adherence to legal regulations and policies though no administrative penalty is imposed.

- An enterprise ranked B has encountered one of these circumstances:

+ An agency representing the owner or a financial authority gave out 01 written reminder of the invalid or late submission of supervision report(s), corporate ranking report(s), financial report(s) and any reports.

+ Competent authorities inflicted administrative warnings or fines (each fine is lower than VND 10,000,000) in the fiscal year when corporate assessment and ranking occurred.

- An enterprise ranked C has encountered one of these circumstances:

+ The enterprise has not submitted supervision report(s), corporate ranking report(s), financial report(s) or any regulated report(s) or has presented invalid or late report(s) and has received at least 02 written reminders from the agency representing the owner or a financial authority.

+ Competent authorities imposed administrative remedial measures (rather than a warning) or fines (each fine is at least VND 10,000,000) in the fiscal year when corporate assessment and ranking occurred.

+ Managerial individual(s) in the enterprise has (have) violated the laws during his (their) performance of corporate missions, leading to his (their) criminal charges.

dd) Indicator 5: Provision of public goods and services

- Fulfill or surpass the quantity plan and maintain the quality of products or services in conformity to regulated standards: A rank;

- Fulfill at least 90% of the quantity plan and maintain the quality of products or services in conformity to regulated standards: B rank

- Fulfill below 90% of the quantity plan or fail to maintain the quality of products or services by regulated standards: C rank

2. Corporate ranking shall be summarized according to Section 3, Article 30 of the Decree No. 87/2015/ND-CP.

3. Ranking of managerial personnel:

a) Accomplishment of missions:

- Accomplish indicators for assessment of managerial personnel according to the guidelines by the Ministry of Internal affairs.

- Fulfill or surpass the return on equity figures set by the agency representing the owner;

For enterprises providing public goods and services:

 Fulfill or surpass the quantity plan and maintain the quality of products or services in conformity to regulated standards.

- The enterprise is ranked A.

b) Failure of missions in one of these circumstances:

- Founder on the indicators for assessment of managerial personnel according to the guidelines by the Ministry of Internal affairs.

- Fulfill less than 90% of the return on equity figures set by the agency representing the owner;

For enterprises providing public goods and services:

 Fulfill below 90% of the quantity plan or fail to maintain the quality of products or services by regulated standards.

- The enterprise is ranked C.

c) Completion of missions: Other circumstances that are not stated in Point a and b, Section 3 of this Article.

4. Classification of enterprises for corporate assessment and ranking:

a) An enterprise whose ratio of revenue from public goods and services for the government occupies below 70% of its total turnover shall be ranked according to Point a, Section 3, Article 30 of the Decree No. 87/2015/ND-CP.

b) An enterprise whose ratio of revenue from public goods and services for the government occupies at least 70% of its total turnover shall be ranked according to Point b, Section 3, Article 30 of the Decree No. 87/2015/ND-CP.

5. Members' council of a parent company shall consider the indicators for assessment and ranking of enterprises and managerial personnel as per Section 1, 2, 3, 4 of this Article to evaluate and rank the single-member limited liability enterprise, whose charter capital is fully owned by that parent company, and the enterprise’s managerial personnel.

Article 15. Format of report

Enterprises shall submit the report on performance assessment and ranking in the reporting year to the agencies representing owners and financial authorities at equivalent echelons (e.g. Ministry of Finance for enterprises incorporated as per the Prime Minister’s decisions and assigned to relevant Ministries and for enterprises established as per relevant Ministries' decisions, or Departments of Finance for enterprises founded as per decisions by provincial People’s committees) according to the regulations by such agencies; however, time of submission of reports must conform to Article 31 of the Decree No. 87/2015/ND-CP. The said report shall take the Form No. 05.A and Form No. 05.B enclosed to this Circular.

Chapter V

DISCLOSURE OF FINANCIAL INFORMATION

Article 16. Disclosure of information by the agencies representing owners on investment, management and utilization of state capital in enterprises

The agencies representing owners shall disclose information on investments of state capital in enterprises via the Form No. 06.A, financial situations and business results of such enterprises via the Form No. 06.B and Form No. 06.C by the 30^th of June each year.

Chapter VI

ENFORCEMENT

Article 17. Effect

1. This Circular shall come into force as of 01 February 2016 and apply to fiscal year of 2016 onwards. Disclosure of state-owned enterprises' financial information for the year of 2015 shall be subject to this Circular.

2. Circular No. 158/2013/TT-BTC dated 13 November 2013 by Ministry of Finance on guidelines for certain details of supervision and performance assessment for state-owned and state-invested enterprises and Circular No. 171/2013/TT-BTC dated 20 November 2013 by Ministry of Finance on guidelines for the disclosure of financial information according to the Government’s Decree No. 61/2013/ND-CP are abrogated.

3. Enterprises shall report to the agencies representing owner about adjustments pertinent to actual circumstances according to this Circular for the latters’ review and decision, after approved by the Ministry of Finance in writing, during the supervision of investments of state capital, financial supervision, performance assessment and financial information disclosure regarding state-owned enterprises operating in distinctive areas (e.g. debt trading, capital investment and training).

4. If legislative documents referred to in this Circular are amended, supplemented or replaced, such documents shall govern.

5. Difficulties must be reported promptly to the Ministry of Finance for guidelines and solutions./.

NAME OF THE AGENCY REPRESENTING THE OWNER

Form No. 01.A

REPORT ON INVESTMENT OF STATE CAPITAL FOR ESTABLISHMENT OF ENTERPRISE IN THE YEAR OF …

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

Note:

- Column (3): The enterprise's main business line

- Column (4), (5), (6): names of the authorities ratifying/ verifying/ deciding incorporation and issue date (day/month/year) and numbers of relevant papers

- Column (15): accumulated investments made to the enterprise's charter capital up to the 31^st of December of the reporting year

- Cells marked with x shall not be filled

NAME OF THE AGENCY REPRESENTING THE OWNER

Form No. 01.B

REPORT ON ADDITIONAL INVESTMENT TO THE CHARTER CAPITAL OF THE ACTIVE STATE-OWNED ENTERPRISE IN THE YEAR OF …

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

Note:

- Column (3): The enterprise's main business line

- Column (4), (5), (6): names of the authorities ratifying/ verifying/ deciding the investment and issue date (day/month/year) and numbers of relevant papers.

- Column (17): accumulated investments added to the enterprise's charter capital up to the 31^st of December of the reporting year

- Cells marked with x shall not be filled

NAME OF THE AGENCY REPRESENTING THE OWNER

Form No. 01.C

REPORT ON ADDITIONAL INVESTMENT OF STATE CAPITAL IN JOINT-STOCK COMPANY OR LIMITED LIABILITY COMPANY WITH AT LEAST TWO MEMBERS IN THE YEAR OF …

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

Note:

- Column (3): The enterprise's main business line

- Column (4), (5), (6): names of the authorities ratifying/ verifying/ deciding the investment and issue date (day/month/year) and numbers of relevant papers.

- Column (20): accumulated investments of state capital added to the enterprise's charter capital up to the 31^st of December of the reporting year

- Cells marked with x shall not be filled

NAME OF THE AGENCY REPRESENTING THE OWNER

Form No. 01.D

REPORT ON INVESTMENT OF STATE CAPITAL FOR PARTIAL OR FULL ACQUISITION OF THE ENTERPRISE IN THE YEAR OF …

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

Note:

- Column (3): The enterprise's main business line

- Column (4): Under the project group A, B or C according to the Law on public investment

- Column (5), (6): names of the authorities ratifying/ deciding the investment and issue date (day/month/year) and numbers of relevant papers

- Column (7): The amount of investment as shown in the plan approved by the agency representing the owner

- Column (16): investments made and accumulated for partial or full acquisition of the enterprise up to the reporting year

- Cells marked with x shall not be filled

INVESTMENT AND FINANCES MOBILZED FOR PROJECTS THAT FORM FIXED ASSETS AND FUNDAMENTAL PROPERTY

(Enclosed to the Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

NOTE: Figures in column (2) to column (12) shall be based on the competent authority’s decision to approve the investment project. The enterprise is the main investor or managing body of the said projects.

REPORT ON INVESTMENT IN THE SUBSIDIARY OR ASSOCIATED COMPANY AND ON FINANCIAL INVESTMENT FOR 6 MONTHS (IN THE YEAR OF …)

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

Note

Column "3” to “8”: the amount of the enterprise’s capital contribution and investment in the subsidiary or associated company, original value of the investment

Column “9”: Charter capital of the subsidiary or associated company

Column “10”: Owner’s equity in the subsidiary or associated company at the time of reporting

Column “11” and “12”: revenues gained by the subsidiary or associated company

Column “13” and “14”: profit gained by the subsidiary or associated company

Colum “15”: profit or dividend paid out in the reporting year as per the resolution by the General shareholders’ meeting or Members’ council of the company invested.

 Cells marked with x shall not be filled.

The enterprise’s remark:

The enterprise’s remark on the efficiency of its capital contributions to the subsidiary or associated company: ……………………………………

The enterprise’s remark on the efficiency of its financial investments in the reporting year: …………………………………………

The enterprise’s solutions for its capital contributions to the subsidiary or associated company when such contributions are inefficient or financially risky (withdrawal of investment, stricter supervision, other measures): ………………………………………………………………………….

………………………………………………………………………………………………………

BUSINESS AND FINANCIAL CONDITIONS FOR 6 MONTHS (IN THE YEAR OF ...)

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

NOTE: Colum (1), (2): As shown in the financial reports for the years immediately preceding the reporting year. Data on financial entries are extracted from the state-owned enterprise’s financial report.

PROVISION OF PUBLIC GOODS AND SERVICES

(Enclosed to the Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

A. PAYMENTS TO THE STATE BUDGET IN THE YEAR OF …

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

B. APPROPRIATION AND USAGE OF FUNDS IN THE YEAR OF …

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Currency unit: million dongs

Notes to changes to the funds in the year (legal grounds, source of finances appropriated and policy of use must be specified solely for specialized funds)

Note: Data is extracted from the state-owned enterprise’s financial report

FINANCIAL SUPERVISION REPORT

(Enclosed to Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Reporting [Year [Period]:

Currency unit: million dongs

Remark and recommendation by the agency representing the owner: Including remarks on financial insecurity level: warning, stricter supervision or special supervision.

REPORT ON OUTWARD INVESTMENT AND RECOVERY OF INVESTMENT TO VIETNAM

(Enclosed to the Circular No. 200/2015/TT-BTC dated 15 December 2015 by Ministry of Finance)

Reporting period: ……………………

Currency unit: thousand US dollars