Thông tư 171/2013/TT-BTC

CIRCULAR

ON GUIDELINES FOR DISCLOSURE OF FINANCIAL INFORMATION PRESCRIBED IN DECREE NO. 61/2013/NĐ-CP DATED JUNE 25, 2013 OF THE GOVERNMENT

Pursuant to Law on enterprises dated November 29, 2005;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government defining the functions, tasks, entitlements and organizational structure of the Ministry of Finance;

Pursuant to Decree No. 61/2013/NĐ-CP dated June 25, 2013 of the Government on promulgating the Regulation on financial supervision and performance assessment and disclosure of financial information applicable to state-owned enterprises and state-capitalized enterprises;

At the request of Director of Department of enterprise finance;

The Minister of Finance provides guidelines for disclosure of financial information prescribed in Decree No. 61/2013/NĐ-CP dated June 25, 2013 of the Government as follows:

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Circular provides guidelines for disclosure of financial information prescribed in Decree No. 61/2013/NĐ-CP dated June 25, 2013 of the Government on promulgating the Regulation on financial supervision and performance assessment applicable to state-owned enterprises and state-capitalized enterprises (hereinafter referred to as the Regulation issued together with Decree No. 61/2013/NĐ-CP)

Article 2. Regulated entities

1. State-owned enterprises.

Enterprises engaged in finance, banking, insurance, lottery, and securities shall disclose financial information in accordance with law and this Circular.

2. Owners of state capital invested in enterprises.

3. Corporate finance authorities (the Ministry of Finance and the Services of Finance of central-affiliated cities and provinces).

State-capitalized enterprises shall disclose financial information in accordance with law and their charters.

Article 3. Requirements for disclosure of financial information

1. The disclosure of financial information must be in conformity with purposes and principles prescribed in Article 26 of the Regulation issued together with Decree No. 61/2013/NĐ-CP

2. Regarding disclosure of financial information on a website, disclosure date is the date on which the information is posted on the website. Regarding disclosure of financial information by fax or electronic data, the disclosure date is the date on which the fax or electronic data is sent (via email or information technology system receiving reports). Regarding disclosure of financial information in writing, the disclosure date is the date on which the owner receives the disclosed information in writing.

3. Language used in disclosure of financial information of the enterprise must be Vietnamese. If additional financial information is disclosed in another language as prescribed in regulations of law, Vietnamese and such language shall be both used.

4. The persons in charge of disclosure of financial information shall archive reported and disclosed information as prescribed.

Article 4. Actions against violations

Any organization or individual commits violations against legislation on disclosure of financial information shall face one of the penalties or disciplinary actions below depending on their nature and severity:

1. Fines of from 5,000,000 VND to 10,000,000 VND for failing to disclose adequate financial information or disclosure financial information 1 – 3 months behind schedule.

2. Fines of from 20,000,000 VND to 30,000,000 VND for disclosing financial information more than 3 months behind schedule or disclosure of false financial information.  

3. The manager of enterprise shall be given reprimands or warnings depending on the severity.

4. The power to take actions against violations prescribed in Clause 1 and Clause 2 of this Article shall comply with Decree No. 105/2013/NĐ-CP dated September 16, 2013 of the Government on penalties for administrative violations in accounting, independent auditing and its guiding documents.

The owner shall take disciplinary actions on the manager of enterprise depending on the severity.

Chapter II

DISCLOSURE OF FINANCIAL INFORMATION APPLICABLE TO THE ENTERPRISE

Article 5. Disclosure of financial information to the owner and corporate finance authorities

1. Contents of financial information being disclosed

The enterprise shall disclose financial information in accordance with Clause 1 Article 27 of the Regulation issued together with Decree No. 61/2013/NĐ-CP including:

a) Information mentioned in the Report on finance assessment prescribed in Clause 2 Article 4 of Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance on guidelines for financial supervision and performance assessment applicable to state-owned enterprises and state-capitalized enterprises.

b) Information about incomes and the average incomes of employees; fulfillment of obligations to employees in terms of health insurance, social insurance and redundancy pay (if any); salaries, remunerations, bonuses and monthly incomes of the succeeding year of each manager.

c) Information about audited financial statement, assessment, confirmation, conclusion and recommendation of auditors, the owner and corporate finance authorities in terms of the financial statement and financial condition of the enterprise.

d) Information about enterprise administration, which the enterprise shall disclose its formulation and implementation of internal regulations of the enterprise.

dd) Information about reports on financial supervision results, or assessment and classification results of subsidiaries which are single-member limited companies whose charter capital are wholly owned by the parent company; financial supervision results of subsidiaries (company of which over 50% of contributed capital is held by parent company); result of supervision of capital investment in associates.

In addition, State Capital and Investment Corporation shall also disclose financial supervision results, assessment and classification results of single member limited companies transferred from supervisor Ministries and People's Committees of provinces; disclose financial supervision results of state-capitalized enterprises transferred from supervisor Ministries and People's Committees of provinces.

2. Disclosure form

a) The enterprise shall disclose financial information to the owner and corporate finance authorities in writing, and send files of reports via electronic equipment (email or website) to the official email address provided by the owner or the corporate finance authorities.

b) If there is any change in the disclosed information, the enterprise is required to send reports and description to the owner and the corporate finance authorities.

Article 6. Disclosure of financial information to creditors and investors

The enterprise shall disclose financial information according to agreements on contents and form of disclosure of financial information concluded with its investors or creditors.

Article 7. Disclosure of financial information to employees

1. Contents of financial information being disclosed

The enterprise shall annually disclose information about: income statement; incomes and the average incomes of employees; fulfillment of obligations to employees (health insurance, social insurance and redundancy pay (if any); salaries, remunerations, bonuses and monthly incomes of the succeeding year of each manager; assessment and recommendations of the owner and corporate finance authorities and other state management authorities in terms of the financial condition of the enterprise.

2. Disclosure form

The financial information shall be disclosed to employees on the website of the enterprise, in publications, in notices at the enterprise or in announcements in the meetings of employees.

Article 8. Disclosure of financial information to the public

1. Contents of financial information being disclosed

The enterprise shall disclose financial information to the public using the form issued herewith.

2. Disclosure form

The financial information shall be disclosed on the website of the enterprise or by means of mass media.

Article 9. Method for disclosing financial information on the website

The enterprise must set up a website within six (06) months from the effective date of this Circular. The website shall contain a separate column about the enterprise’s disclosure of financial information. The enterprise shall update financial information when its contents are changed.

The person in charge of disclosure of financial information shall inform the owner and corporate finance authorities of the address of the website and any change in such address within three (03) working days from the date on which the website is set up or the address of the website is changed.

If the enterprise fails to run the website within six (06) months from the effective date of this Circular, it must register with the owner and corporate finance authorities for disclosure of financial information on the websites of the owner and corporate finance authorities.

Article 10. Disclosure time

Information mentioned in Clause 1 Article 5 and Clause 1 Article 7 of this Circular shall be disclosed before July 31 of the same year if it is 6-month information and before April 30 of the next year if it is annual information.

The time for disclosure of financial information to the creditors and the investors shall conform to the agreements concluded between the enterprise and the creditors or the investors.

Information shall be disclosed to the public before April 30 of the next year.

Chapter III

DISCLOSURE OF FINANCIAL INFORMATION APPLICABLE TO THE OWNER

Article 11. Contents of financial information being disclosed

The owner shall disclose financial information in accordance with Clause 2 Article 27 of the Regulation issued together with Decree No. 61/2013/NĐ-CP including:

1. Sufficient contents of financial supervision report and financial supervision result report made as prescribed in Clause 3, Clause 4 of Article 4 of Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance.

2. List of enterprises subject to special supervision and list of enterprises relieved of special supervision.

3. Decision on performance assessment targets applicable to each enterprise; appraisal results of performance assessment of the enterprise and classification of enterprise management officers made by the owner prescribed in Point b Clause 3 Article 18 of Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance.

Article 12. Disclosure form

The owner shall disclose financial information on its website.

Article 13. Disclosure time

1. Information mentioned in Clause 1 and Clause 2 Article 11 of this Circular shall be disclosed before August 31 of the same year if it is 6-month information and before May 31 of the next year if it is annual information.

2. Information mentioned in Clause 3 Article 11 of this Circular shall be disclosed before August 31 of the next year.

Chapter IV

DISCLOSURE OF FINANCIAL INFORMATION APPLICABLE TO CORPORATE FINANCE AUTHORITIES

Article 14. Disclosure contents and form

1. The Ministry of Finance shall carry out disclosure of financial information in accordance with Clause 3 Article 27 of the Regulation issued together with Decree No. 61/2013/NĐ-CP applicable to state-owned enterprises and state-capitalized enterprises nationwide.

The financial information shall be disclosed on the website of the Ministry of Finance.

2. Services of Finance of central-affiliated cities and provinces shall carry out disclosure of financial information in accordance with Clause 3 Article 27 of the Regulation issued together with Decree No. 61/2013/NĐ-CP applicable to state-owned enterprises and state-capitalized enterprises under management of the People’s Committees of the provinces.

The Services of Finance shall disclose financial information on their websites.

Article 15. Disclosure time

1. The Ministry of Finance shall disclose financial information when it is concurred by the Prime Minister.

2. The Service of Finance shall disclose financial information when it is concurred by the President of the provincial People’s Committee.

Chapter V

RESPONSIBILITY OF THE PERSONS IN CHARGE OF INFORMATION DISCLOSURE

Article 16. Responsibility for disclosure of financial information 

1. Regarding the enterprise:

Financial information of the enterprise shall be disclosed by the legal representative or authorized person of the enterprise. The legal representative shall be responsible for the accurate, prompt and sufficient information disclosed by the authorized person.

2. Regarding the owner and corporate finance authorities:

Financial information of the enterprise shall be disclosed by the head of the authority or the authorized person. The head of the authority shall be responsible for the accurate, prompt and sufficient information disclosed by the authorized person.

Article 17. Enquiry responses

1. Every organization or individual that is entitled to receive financial information being disclosed as prescribed in this Circular may make an enquiry about financial information being disclosed. The enquiry shall be made in writing or on website or directly to the organization or individual in charge of information disclosure.

2. The organization or individual responsible for information disclosure and the organization or individual in charge of information disclosure shall respond to enquiries relating to disclosed information.

3. Every enquiry must be responded to the requester within 10 days from the date on which the enquiry is received. If the contents of the enquiry are so complicated that it needs more time for preparation for the responses, the person in charge shall give the requester a deadline for responses provided that it does not exceed 45 days from the date on which the enquiry is received.

4. If the enquiry is rejected, they must provide explanation in writing to the superior agency. If the rejection of the enquiry bases on subjective reasons, the organization or individual in charge shall be dealt with as prescribed in Article 4 of this Circular.

Chapter VI

IMPLEMENTATION

Article 18. Implementation

This Circular comes into force from January 5, 2014 and replaces Circular No. 29/2005/TT-BTC dated April 14, 2005 of the Ministry of Finance on guidelines for the Regulation on financial disclosure applicable to state-owned enterprises.

Difficulties that arise during the implementation of this Circular should be reported to the Ministry of Finance for consideration./.

Form No. 01

DISCLOSURE TO THE PUBLIC FORM

(Issued together with Circular No. 171/2013/TT-BTC dated November 20, 2013 of the Ministry of Finance)

[Company’s name]:

[Financial year/ reporting period]: