Nghị định 61/2013/ND-CP

DECREE

ON THE PROMULGATION OF THE REGULATION ON FINANCIAL SUPERVISION, PERFORMANCE ASSESSMENT, AND DISCLOSURE OF FINANCIAL INFORMATION APPLICABLE TO STATE-OWNED ENTERPRISES AND STATE-CAPITALIZED ENTERPRISES

Pursuant to the Law on Government organization dated December 25, 2001;

Pursuant to the Law on Enterprises dated November 29, 2005;

Pursuant to the Resolution No. 42/2009/QH12 dated November 27, 2009 of the National Assembly on raising efficiency of laws and policies on the management and use of State-owned assets and capital at state-owned corporations;

At the request of the Minister of Finance;

The Government promulgates a Decree on the Regulation on financial supervision, performance assessment, and disclosure of financial information applicable to state-owned enterprises and state-capitalized enterprises,

Article 1. Promulgating together with this Decree the Regulation on financial supervision, performance assessment, and disclosure of financial information applicable to state-owned enterprises and state-capitalized enterprises.

Article 2. This Decree takes effect on August 15, 2013.

Article 3. Ministers, Heads of ministerial agencies, Heads of Governmental agencies, Presidents of the provincial People’s Committees, Presidents of Member assemblies, Directors/General Directors of state-owned enterprise; Boards of Directors, Directors/General Directors of state-capitalized enterprises are responsible for the implementation of this Decree./.

REGULATION

ON FINANCIAL SUPERVISION, PERFORMANCE ASSESSMENT, AND DISCLOSURE OF FINANCIAL INFORMATION APPLICABLE TO STATE-OWNED ENTERPRISES AND STATE-CAPITALIZED ENTERPRISES
(promulgated together with the Government's Decree No. 61/2013/NĐ-CP dated June 25, 2013)

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of regulation

This Regulation provides for the financial supervision, performance assessment, and disclosure of financial information applicable to state-owned enterprises and state-capitalized enterprises.

Article 2. Subjects of application

1. State-owned enterprises and state-capitalized enterprises include:

a) State-owned enterprises

- Single-member limited liability companies – parent companies of corporations, companies in a parent company-subsidiary company relationship (hereinafter referred to as parent companies) established by the Prime Minister, Ministers, ministerial agencies, Governmental agencies (hereinafter referred to as managing Ministries), and provincial People’s Committees.

- Single-member limited liability companies established by managing Ministries and provincial People’s Committees (hereinafter referred to as independent single-member limited liability companies)

- State Capital Investment Corporation (SCIC).

b) State-capitalized enterprises:

Joint-stock companies, limited liability companies with at least 2 members of which the capital is owned by managing Ministries and provincial People’s Committees.

2. The organizations and individuals authorized or assigned by the Government and the Prime Minister to exercise the rights or fulfill the obligations of state capital owners; representatives of state capital invested in the enterprises in Clause 1 of this Article.

3. Finance authorities assigned to supervise corporate finance.

Article 3. Purposes of financial supervision, performance assessment, and disclosure of financial information

1. Assess the actual performance of enterprises; responsively help enterprises overcome their weaknesses, achieve business targets and provide public services, raise the business efficiency and competitiveness.

2. Raise the responsibility of state-owned enterprises for the compliance with laws on the management and use of state-owned assets and capital.

3. Help the State, capital owners, and finance authorities in charge of corporate finance in discovering weaknesses of enterprises in order to give warnings and introduce appropriate measures.

4. Disclose the finance of state-owned enterprises and state-capitalized enterprises.

Article 4. Interpretation of terms

1. Financial supervision means monitoring, inspecting, assessing financial issues and compliance with the laws on finance of the enterprises.

2. Financial supervision report is the report which analyzes, assesses, and gives warnings about financial issues of each enterprise. This report is made by the supervisor.

3. Financial supervision result report is the report which summarizes the financial supervisions of enterprises affiliated to managing Ministries and provincial People’s Committees. This report is made by the owner.

4. Criteria are a system of standards used for assessing the efficiency and classifying enterprises in a comprehensive and objective manner.

5. Owners are organizations authorized or assigned to exercise the rights and fulfill the obligations of owners of state-owned single member limited companies, and owners of state capital at state-capitalized enterprise, including managing Ministries and provincial People’s Committees.

6. Corporate finance authorities are the Ministry of Finance, provincial Services of Finance.

7. Indirect supervision means monitoring and inspecting enterprises via financial statements, statistics, and other reports according to law and the owners.

8. Direct supervision means the inspection directly carried out at the enterprise.

9. Prior supervision means examining and evaluating the feasibility of short-term and long-term plans, investment projects, capital mobilization plans, and other plans of enterprises.

10. Internal supervision means monitoring and inspecting the implementation of plans and projects of the enterprise, and the compliance with law of the owner throughout the implementation of the plan or project.

11. Subsequent supervision means assessing the efficiency of enterprises based on periodic reports, compliance with law of the owners or the charter.

12. Managers are Presidents and members of the Member assemblies, or the Company President, controller, General Director, Deputy General Director or Deputy Director, Chief accountant (except for Director/General Director, Deputy Director/Deputy General Director, and Chief accountant that work under labor contract).

13. Special financial supervision is a process of supervision of the enterprises suspected of financial risks that need to be monitored and redressed by competent authorities.

14. The authorized representative of state capital at an enterprise (hereinafter referred to as representative) is the individual authorized in writing by the owner to exercise the rights and fulfill the obligations of the owner at the enterprise.

15. State-owned enterprises are enterprises of which 100% charter capital is held by the State.

16. State-capitalized enterprises are enterprises of which over 50% of charter capital is held by the State, and enterprises of which no more than 50% of capital is held by the State.

Chapter 2.

FINANCIAL SUPERVISION AND EFFICIENCY ASSESSMENT OF STATE-OWNED ENTERPRISES

SECTION 1. FINANCIAL SUPERVISION

Article 5. Supervisors

1. Managing Ministries, as owners, shall cooperate with the Ministry of Finance in financial supervision and efficiency assessment of enterprises being parent companies and independent single-member limited liability companies established by managing Ministries, or under the management of managing Ministries.

2. Managing Ministries, as owners, shall cooperate with the Ministry of Finance in financial supervision and efficiency assessment of parent companies and independent single-member limited liability companies established by managing Ministries, or under the management of managing Ministries.

3. Corporate finance authorities:

a) The Ministry of Finance shall cooperate with the owners in the financial supervision of parent companies and independent single-member limited liability companies established by managing Ministries, or under the management of managing Ministries; summarize the financial supervision result reports of managing Ministries, provincial People’s Committees, and the Member assemblies of state corporations; send reports to the Government on the efficiency, provision of public services, and finance of state-owned enterprises annually.

b) Provincial Services of Finance shall assist provincial People’s Committees in the financial supervision, efficiency assessment, summarizing financial supervision result reports of enterprises established by provincial People’s Committees.

Article 6. Supervision contents

1. Supervising the management and use of state-owned assets and capital:

a) The investments of asset at the enterprise (including the list of projects of investment, capital sources associated with the projects of investment).

b) The capital mobilization and used of mobilized capital; issuance of bonds and shares (if any).

c) The external investments, including domestic investment, overseas investment, investment in finance, banking, real estate, securities (if any); the efficiency of external investment.

d) The management of assets, receivables and payables; the solvency of the enterprise, the ratio of debt payable to equity capital.

2. Supervising the preservation and development of enterprise’s capital.

3. Supervising the business:

a) The production, sale, and inventory; the revenue from business and service provision; revenue from financial activities; other incomes.

b) The income, the ratio of return on equity (ROE) and return on total assets (ROA)

c) Analysis of cash flow.

d) Fulfillment of obligations to the State budget.

dd) Distribution of profit; establishment and use of funds.

4. Supervising the implementation of policies on employees, including policies on salaries and incomes of employees and managers.

5. The Ministry of Finance shall provide the forms for the supervision contents in Clauses 1, 2, and 3 of this Article.

The Ministry of Labor, War Invalids and Social Affairs shall provide the forms for the supervision contents in Clause 4 of this Article.

6. The enterprises engaged in finance, banking, insurance, lottery, and securities shall comply with the regulations on financial supervision in this Regulation and other laws on finance, banking, credit, insurance, lottery, and securities. Where specialized laws are at odds with this Regulation, such specialized law shall apply.

Article 7. Basis for financial supervision

Financial supervision shall be carried out based on:

1. Legislative documents on corporate financial management.

2. The charters and Regulation on financial management of the enterprise.

3. Annual business and development plans, long-term plans (5 years), criteria for efficiency assessment of enterprises approved by competent authorities.

4. Audited annual financial statements approved by the Member assembly; quarterly financial statements, periodic reports and unscheduled reports at the request of the owner or state management authorities.

5. Results of inspections and audits carried out by competent agencies at the enterprises.

6. Other relevant information and documents according to law.

Article 8. Methods of financial supervision

The owner shall cooperate with corporate finance authorities in the financial supervision by combining direct supervision, indirect supervision, prior supervision, internal supervision, and subsequent supervision. Prior supervision and internal supervision must be prioritized to find the strengths and weaknesses in finance and financial management of the enterprise to provide recommendations and warnings.

Inspections shall be carried out periodically or without warnings, and must comply with the law on inspection.

Article 9. Carrying out the supervision.

1. The owner shall:

a) Appoint a unit to be in charge and assign other units under the management of the owner to carry out financial supervision and efficiency assessment of affiliated enterprises.

b) Determine supervision targets of each enterprise in each period based on the guidance of the Ministry of Finance and the performance of the enterprises.

c) Based on the forms in Clause 5 Article 6 of this Decree and the reporting period of each enterprise in order to serve the supervision and assessment of enterprises.

d) Annually make plans for corporate financial supervision (including inspection plans) and send them to the Ministry of Finance and Government Inspectorate. The inspection plan must be conformable with the annual inspection plan of Government Inspectorate.

d) Carry out the supervision strictly, adequately, and punctually. Warn the enterprise if the finance or financial management of the enterprise shows bad signs. Instruct the enterprise to take appropriate measures for eliminating the weaknesses.

The owner may hire an independent organization which provides financial consultancy, accounting, or audit services to examine the data and finance of the enterprise in order to make assessment, remarks, and conclusion. The expenditure of consultancy services shall be instructed by the Ministry of Finance.

e) Based on the financial supervision results and regulations on corporate financial management, the owner shall assess the finance of the enterprise as safe or unsafe. For the enterprises suspected of unsafe finance, the owner shall carry out special supervisions and take measures for resolving relevant issues.

g) The owner shall make and send financial supervision result reports to the Ministry of Finance every 6 months and every year. The supervision result report must be enclosed with the financial supervision report of each enterprise. The biannual report shall be sent no later than August 31, the annual report shall be sent no later than May 31 in the next year.

h) Request the Prime Minister to take disciplinary actions against the leaders of the enterprises established by the Prime Minister; take disciplinary actions against the enterprise leaders that fail to comply with the reporting regime, the recommendations and instruction in supervision reports made by the owner, the Ministry of Finance, which worsen the finance and financial management of the enterprise.

2. The Ministry of Finance shall:

a) Cooperate with managing Ministries in planning the supervision and supervising the enterprise affiliated to the managing Ministries; supervising the enterprises that produce or sell essential products, and the enterprises subject to special supervision. Directly implement the enterprise supervision plans at the request of the Government or the Prime Minister.

b) Report the management and use of state-owned assets and capital, the efficiency, and the finance of state-owned enterprise to the Government or the Prime Minister based on the financial supervision result reports made by the owner and the report on supervision of corporate financial management (made by inspecting authorities, auditing authorities, or corporate finance authorities). The biannual report shall be sent no later than September 31, the annual report shall be sent no later than July 31 in the next year

c) Request the Prime Minister to take disciplinary actions against the owners and leaders of the enterprises established by the Prime Minister; request the owners to take disciplinary actions against the enterprise leaders that fail to comply with the reporting regime, the recommendations and instruction in supervision reports made by the owner, the Ministry of Finance, which worsen the finance and financial management of the enterprise.

d) Settle the inconsistency between the assessment, warnings and recommendations provided by the owner and those provided by the Ministry of Finance,

When supervising an enterprise, the owner and the Ministry of Finance need to reach an agreement on the assessment, warnings and recommendations provided for the enterprise. Request the Prime Minister to decide if the inconsistency between the assessment, warnings and recommendations provided by the owner and those provided by the Ministry of Finance cannot be settled.

3. The enterprise shall:

a) Punctually, sufficiently, accurately make and send reports according to the regulations of competent authorities and the owner to serve the financial supervision. Facilitate the direct supervision at the enterprise.

b) Take measures to prevent and eliminate the risks when warnings about the risks to the finance and financial management of the enterprise are given by the owner and the corporate finance authorities in order to improve the finance and financial management of the enterprise.

c) Follow the instructions and recommendations given by the owner and corporate finance authorities in supervision reports. Enterprises are entitled to offer their opinions to the when such instructions or recommendations are not concurred with. When the owner and the corporate finance authorities gives the final opinions, the enterprise is obliged to comply with such opinions. Every quarter or at the request of the instruction/recommendation giver, the enterprise shall send reports to them and the owner on the conformity with the instructions and recommendations.

d) Organize internal financial supervision. The Member assembly (company president) shall carry out the supervision using the company’s personnel. The enterprise shall report the internal financial supervision every quarter or at the request of the owner.

SECTION 2. SPECIAL FINANCIAL SUPERVISION

Article 10. Cases of special financial supervision

1. When the annual financial statement is made or during financial supervision, an enterprise shall be kept under special supervision if its finance or business falls into one of the cases below:

a) The business is at a loss; the ratio of debt to equity exceeds the safety limits.

b) The loss makes up at least 30% of the equity, or the accrued loss makes up more than 50% of the equity.

c) The coefficient of capacity for repaying due debts is smaller than 0.5.

d) The report does not reflect the actual finance of the enterprise.

2. The enterprises engaged in finance, banking, insurance, lottery, and securities shall be kept under special financial supervision according to this Regulation and the laws on finance, banking, credit, insurance, lottery, and securities.

Article 11. Decisions on special financial supervision

1. When an enterprise is kept under special financial supervision, the owner shall issue a decision on special financial supervision. The decision on special financial supervision shall specify:

a) Name of the enterprise under special supervision.

b) Reasons for special supervision.

c) Duration of special supervision.

2. The decision on special supervision shall be notified to the corporate finance authority at the same level.

Article 12. Responsibility of the Member assembly (the Company President), General Director or Director of the enterprise under special supervision.

1. Making a plan for restructuring the organization, business, and finance, then submitting it to the owner within 20 days from the day on which the decision on special supervision is made.

2. Monthly, quarterly, and annually send the owner and the corporate finance authority reports on:

a) The production and value of products that are produced, sold, and in stock in the period.

b) Revenues from other businesses and other incomes.

c) The cost of business, other activities, expenditures on salaries, depreciation of fixed assets, loan interest, and management cost.

d) The profit and return on equity (quarterly and annually).

dd) The collection of receivables, capital mobilization, and debt repayment.

e) The mobilization, management, and use of capital; debt and solvency.

g) The management of the Member assembly and the management board.

3. Deadline for sending the reports in Clause 2 of this Article: monthly report shall be sent before the 5^th of the next month; quarterly reports shall be sent before the 15^th of the first month of the next quarter, and annual reports shall be sent before January 31 of the next year.

4. The Ministry of Finance shall provide forms for the reports in Clause 2 of this Article. Based on the report forms provided by the Ministry of Finance, the owner shall provide reports forms for each enterprise under special supervision.

Article 13. Special supervision procedure

1. Approving the plan for restructuring the organization, business, and finance of the enterprise. The plan shall be approved within 15 working days from the day on which it is received.

The owner may hire a consultant to assist in examining and evaluating the restructuring plan. The expenditure on consultancy shall be guided by the Ministry of Finance.

2. Supervising the implementation of the plan approved.

3. Cooperate with the corporate finance authority at the same level in analyzing and assessing efficiency, financial management, and business management of the enterprise to give instructions.

4. Where necessary, the owner may carry out inspections or cooperate with the corporate finance authority at the same level in carrying out inspections in order to assess the accuracy of the report made by the enterprise; the business management of the management board; the management of finance and other sources of the enterprise. Inspections shall be carried out based on the supervision requirements and accuracy of the report.

The inspection must comply with the law on inspection. A report shall be made and recommendations shall be provided at the end of the inspection in order to raise the efficiency of the enterprise.

5. Submit a solution to the Prime Minister if the business efficiency is not improved after the enterprise has fulfilled the requirements of the owner and the corporate finance authority.

Article 14. Handling enterprises under special supervision.

1. When an enterprise under special supervision eliminates all causes of special supervision in Clause 1 and Article 10, and comply with the reporting regime according to this Regulation for 02 consecutive years (from the day on which the decision on special supervision is made), it shall be remove from the list of enterprises under special supervision.

2. The enterprises that are still at a loss after 02 years under special supervision, the procedure for ownership transfer, dissolution, or bankruptcy shall be initiated.

3. The owner shall issue a decision to end special supervision. This decision shall be notified to the corporate finance authority at the same level.

SECTON 3. EFFICIENCY ASSESSMENT

Article 15. Basis and criteria for assessment.

1. Based on the financial supervision result and the financial management regulation (hereinafter referred to as classification report), the enterprise and the owner shall assess the efficiency.

2. Criteria for assessing efficiency of the enterprise and its managers.

a) Criteria for assessing efficiency of the enterprise:

- Criterion 1. Revenue and other incomes.

- Criterion 2. Profit and ROE.

- Criteria 3. Overdue debts and capacity for repaying due debts.

- Criterion 4. Compliance with the policies and laws on taxation, other payments to the State budget, credit, banking, insurance, environment protection, labor, salaries, social security, and financial statements to serve financial supervision,

- Criterion 5. Provision of public products and services.

b) The criteria in Point a Clause 2 of this Article are determined and calculated based on periodic financial statements and statistics according to current regulations.

The cases below shall be exempt when applying criteria 1, 2, 4, and 5 in Point a Clause 2 of this Article:

- Objective and inevitable reasons such as natural disasters, contagions, wars)

- Investment in production expansion in accordance with the planning approved by competent authorities, which affect the profit in the first two years from the commencement year.

- Prices are adjusted by the State (for the products priced by the State) that affect the revenue of the enterprise, or the obligations to achieve socio-economic targets under the instructions of the Government or the Prime Minister.

c) The assessment of efficiency of managers shall apply the criteria established by the Government and the following criteria:

- The achievements of intended return on equity.

- The enterprise classification.

Article 16. Assessment and classification of enterprises and efficiency of managers.

1. The assessment and classification of enterprises shall follow the principles below:

a) Enterprises shall be assessed and classified based on the comparison of the plans, targets, and objectives assigned by the owner and the actual performance. The targets and criteria shall be established in the first quarter of the planning year and must not be changed throughout the year.

b) The assessment and classification of enterprises shall depend on the line of business, targets and objectives of, and characteristics of each enterprise (if any).

c) Enterprises shall be assessed and classified into Class A, Class B, and Class C.

The Ministry of Finance shall provide guidance on the application of assessment and classification criteria in this Clause.

2. Based on the assessment and classification criteria, the owner shall specify the assessment and classification criteria that suit the characteristics of each enterprise. These criteria shall be established in the first quarter of the planning year and shall not be changed throughout the course of implementation.

3. Based on the assessment of efficiency of managers provided for in Point c Clause 2 Article 15 of this Regulation, the owner shall assess and classify managers as excellent, efficient, and not efficient to give commendations or take disciplinary actions according to Article 18 and Article 19 of this Regulation.

Article 17. Regime for reporting enterprise assessment and classification

1. Annually, based on the criteria for enterprise classification in Article 15 of this Regulation and guiding documents issued by managing Ministries and the Ministry of Finance, enterprises shall assess and classify themselves, send reports on the assessment and classification to the agencies specified in Clause 2 of this Article for verifying and announcing enterprise classification.

2. Parent companies shall send classification reports to the owner and the Ministry of Finance; independent single-member limited liability companies established by managing Ministries or provincial People’s Committees shall send classification reports to the owner.

The enterprise classification report of the year shall be sent before April 30 of the next year.

3. Verifying and announcing enterprise classification

a) The managing Ministries shall verify and announce the classification of parent companies established by managing Ministries or under the management of managing Ministries, and independent single-member limited liability companies established by managing Ministries.

The classification of parent companies must be consulted by the Ministry of Finance.

b) Provincial People’s Committees shall verify and announce the classification of parent companies and independent single-member limited liability companies established by provincial People’s Committees.

The classification of parent companies must be consulted by the Ministry of Finance.

c) Annually, managing Ministries and provincial People’s Committees shall report the enterprise classification of the previous year to the Ministry of Finance before May 31 of the next year.

4. The enterprises directly serving National defense and security shall send reports on assessment and classification to the Ministry of National Defense and the Ministry of Public Security for verifying and announcing the enterprise classification. The result of enterprise classification shall be sent to the Ministry of Finance by the deadline in Clause 2 and Clause 3 of this Article.

5. Annually, the Ministry of Finance shall summarize and report the enterprise classifications of managing Ministries and provincial People’s Committees in the previous year to the Government before July 31.

SECTION 4. COMMENDATIONS AND DISCIPLINARY ACTIONS

Article 18. Levels of commendations for managers

1. Annually, based on the performance, managers shall receive rewards from the commendation funds, in particular:

a) Every manager assessed as excellent shall receive no more than 1.5 month’s salary.

b) Every manager assessed as efficient shall receive no more than 1 month’s salary.

c) The manager assessed as not efficient shall not receive any reward.

2. The proportion and use of the commendation fund, the authority to decide the level of commendations for managers shall comply with the regulations of the Government and guidance of the Ministry of Finance.

Article 19. Penalties for violations and disciplinary actions

1. For managers:

The owner shall take disciplinary actions such as reprimands, warnings, salary cut, dismissal, or cutting other benefits when the managers commit the violations below:

- The managers shall be given reprimands or warnings if they fail to submit or to sufficiently and punctually submit reports required by competent authorities and the owners, make inaccurate or insufficient reports, or fail to comply with the regulations on disclosure of financial information, depending on the severity.

- The managers shall be dismissed or have their salaries cut if they fail to comply with or fully comply with the instructions and recommendations of the owner and the corporate finance authorities, make the enterprise suffers from a loss, waste state capital, make the enterprise faces financial difficulties, or make the financial management of the enterprise inefficient.

2. For owners (managing Ministries and provincial People’s Committees)

The head of the superior agencies shall take disciplinary actions such as reprimand, warning, or dismissal in accordance with the Law on officials and the Law on Public employees if the owner commits one of the violations below:

a) Failing to comply with the regulations on financial supervision.

b) Failing to take measures for redressing violations of financial management or failing to report severe violations of financial safety to the superior agency and corporate finance authorities.

c) Failing to punctually and adequately submit financial supervision reports to the finance authorities.

d) Failing to follow the instructions of the Government, the Prime Minister, and recommendations of corporate finance authorities, inspecting authorities and audit authorities about the violations and enhancement of corporate financial supervision.

dd) Making incorrect reports on the financial supervision of the enterprise under their ownership.

3. The Ministry of Finance is responsible for the omission to provide supervision or responsive warnings for the enterprises delegated by the Government or the Prime Minister, which lead to unsafe financial, loss of state-owned assets and capital at the enterprises.

4. The Ministry of Home Affairs shall provide guidance on the disciplinary action against the violations in Clause 2 and Clause 3 of this Article.

Chapter 3.

FINANCIAL SUPERVISION AND EFFICIENCY ASSESSMENT OF THE ENTERPRISES OF WHICH OVER 50% OF CHARTER CAPITAL IS HELD BY THE STATE AND THE ENTERPRISES OF WHICH NO MORE THAN 50% OF CHARTER CAPITAL IS HELD BY THE STATE.

Article 20. Supervisors

1. Via representatives, managing Ministries shall supervise joint-stock companies, multi-member limited liability companies converted from parent companies and independent single-member limited liability companies established by managing Ministries or under the management of managing Ministries.

2. Provincial People’s Committees shall supervise the enterprises converted from the enterprises affiliated to provincial People’s Committees via the representatives.

3. Corporate finance authorities:

a) Annually, the Ministry of Finance shall summarize financial supervision reports made by managing Ministries and provincial People’s Committees, then send the Government a report on the efficiency of business and provision of public services delegated to the enterprises of which over 50% of charter capital is held by the State; and a report on the efficiency of state capital at the enterprises of which no more than 50% of charter capital is held by the State.

b) Provincial Services of Finance shall assist provincial People’s Committees in summarizing reports on supervisions of the state-capitalized enterprises affiliated to provincial People’s Committees.

Article 21. Financial supervision contents

1. For the enterprises of which over 50% of charter capital is held by the State

a) Supervise the finance, compliance with law, and business performance of the enterprise.

b) Supervise the implementation of projects of investment, business plans and investment plans of the enterprise; the capital mobilization and foreign loans of the enterprise.

c) Supervise the management, use, preservation and development of capital of the enterprise.

d) Supervise the distribution of profits, collection of distributable profits, and distribution of risks from contributed capital.

2. For the enterprises of which no more than 50% of charter capital is held by the State:

a) Supervise the management, use, preservation and development of capital of the enterprise.

d) Supervise the distribution of profits, collection of distributable profits, and distribution of risks from contributed capital.

3. The Ministry of Finance shall provide reporting forms and criteria mentioned in Clause 1 and Clause 2 of this Article.

Article 22. Supervision procedure.

1. For enterprises of which over 50% of charter capital is held by the State: the regular supervision shall follow periodic reports made by the representatives. If necessary, the owner shall cooperate with the corporate finance authority in inspecting the compliance with the laws on the management, use, preservation and development of capital of the enterprise.

The owner of the state capital invested in the enterprise is the last one who is responsible for the enterprise supervision; the capital representative is an individual delegated to supervise the enterprise and shall only be responsible for the tasks assigned by the owner.

2. For enterprises of which no more than 50% of charter capital is held by the State: the supervision and assessment of state capital efficiency shall be carried out regularly based on periodic reports made by the representative.

Article 23. Reporting regime

1. For the enterprises of which over 50% of charter capital is held by the State

a) Financial supervision

Every quarter and every year, the representative shall make a financial supervision report according to Clause 1 Article 21 of this Regulation, and send it to the owner and the corporate finance authorities (the Ministry of Finance – for equitized enterprises, enterprises converted from state-owned corporations, equitized enterprises and converted affiliated to Ministries; or Services of Finance – for equitized enterprises and converted enterprise affiliated to provincial People’s Committees).

The quarterly financial supervision report shall be sent by the 15^th of the first month of the next quarter. The annual financial supervision report shall be sent by January 31 of the next year.

b) Financial supervision result report

- According to the supervision reports made by representatives, managing Ministries shall supervise the finance of joint-stock companies, limited liability companies converted from parent companies, limited liability companies established by Ministries or under the management of Ministries. Managing Ministries shall summarize results of supervisions of state-capitalized enterprises in the financial supervision result report and send them to the Ministry of Finance.

- Based on the supervision reports made by representatives, provincial People’s Committees shall supervise the finance of converted enterprises and equitized enterprises affiliated to provincial People’s Committees, and request the Services of Finance to summarize and send the financial supervision results to the Ministry of Finance.

- The Ministry of Finance shall summarize and report the supervision result reports sent by managing Ministries and provincial People’s Committees to the Government. The reports must specify the efficiency of the business and provision of public services of enterprises of which over 50% of charter capital is held by the State nationwide.

2. For the enterprises of which no more than 50% of charter capital is held by the State:

a) Financial supervision report:

Every year, the representative shall make a financial supervision report in accordance with Clause 2 Article 21 and send it to the owner. The report shall be sent by January 31 of the next year.

b) Financial supervision result report

Based on the supervision reports made by representatives, the owner shall summarize and send financial supervision result reports to the Ministry of Finance. The Ministry of Finance shall send the Government a report on efficiency of state capital at the enterprises nationwide.

Article 24. Assessment of business efficiency of state-capitalized enterprises

Every year, the owner shall assess the business efficiency of state-capitalized enterprise, especially the enterprises with over 50% of state capital in order to consider continuing investment, expanding investment, or withdrawing investment in such enterprises. It is also the basis for giving rewards to the representatives and giving assignments to the representatives in the next year.

Chapter 4.

DISCLOSURE OF FINANCIAL INFORMATION

Article 25. Subjects and scope of disclosure of financial information

1. Enterprises:

a) State-owned enterprise shall disclose financial information in accordance with this Regulation.

The enterprises engaged in finance, banking, insurance, lottery, Stock Exchanges, and Securities Depositories shall disclose financial information in accordance with law and this Regulation.

b) The state-capitalized enterprise shall disclose financial information in accordance with law and their charters.

2. Owners of the state capital invested in enterprises.

3. Corporate finance authorities (the Ministry of Finance and provincial Services of Finance)

Article 26. Purposes and principles of financial information disclosure

1. Purposes:

a) Ensuring the transparency, integrity, and objectivity of the finance of state-owned enterprises. Discovering violations against the laws on financial management and accounting of enterprises.

b) Exercising the rights and fulfilling the obligations of the owners and employees to the supervision and inspection of democracy in state-owned enterprises; preventing wastefulness and corruption; raising the business efficiency; preserving and developing state capital.

c) Forming a basis for Vietnamese and foreign investors to consider making investments in enterprises; for creditors to assess the solvency of enterprises.

2. Principles

a) The basis for disclosure of financial information is the annual financial statements, management reports, and financial supervision reports made by the enterprises, and annual financial supervision reports made by the owners.

b) The disclosure of financial information must be conformable with the requirements of the information recipients being state agencies, owners, investors, and the people.

c) The enterprises and organizations that disclose financial information are responsible for the responsiveness and accuracy of financial information, and answering inquiries of information recipients in accordance with law and this Regulation.

Article 27. Contents of financial information being disclosed

1. Enterprises:

a) The finance, efficiency and preservation of state capital at the enterprise.

b) Business results of the enterprise;

c) The establishment and use of funds of the enterprise;

d) The contributions to the State budget of the enterprise;

dd) Incomes and the average income of employees;

e) The enterprise management;

g) The salaries, remunerations, bonuses, and monthly incomes of the succeeding year of each manager.

2. Owners of the state capital invested in the enterprises:

a) The enterprise finance and classification.

b) Some financial criteria of the enterprise: return on equity, ratio of debt to equity, capacity for repaying due debts.

3. Corporate finance authorities shall announce the summary reports on the performance of state-owned enterprise and state-capitalized enterprises.

4. The Ministry of Finance shall provide the forms and financial criteria stated in this Article.

Article 28. Organizations that disclose information

1. For enterprises:

Enterprises shall disclose the finance, business result, and management of the enterprise every 6 months and every year.

2. For owners and the Ministry of Finance:

a) Annually, managing Ministries and provincial People’s Committees shall announce the result of enterprise assessment, classification, and the reports on financial supervision based on the assessment and classification of the enterprises under their ownership

The enterprises directly serving National defense and security shall comply with the regulations of the Ministry of National Defense and the Ministry of Public Security.

b) Annually, the Ministry of Finance shall announce the management of state-owned assets and capital at the enterprises, and the business efficiency of the state-owned enterprises and state-capitalized enterprises based on the instructions of the Prime Minister.

3. The Ministry of Finance shall provide guidance on the method of disclosure of financial information provided for in Clause 1 and Clause 2 of this Article.

Chapter 5.

IMPLEMENTATION

Article 29. Implementation

1. The Ministry of Finance shall cooperate with other Ministries in implementing and inspecting the implementation of this Regulation; cooperate with the Ministry of Home Affairs in completing the system of state management of corporate finance to serve corporate financial supervision; support the owners in efficiently managing state-owned assets and capital in accordance with this Regulation.

2. The Ministry of Home Affairs shall cooperate with relevant Ministries in promulgating regulations, giving commendations, and taking disciplinary actions against the violations of this Regulation.

3. The Ministry of Labor, War Invalids and Social Affairs shall cooperate with the Ministry of Finance in providing guidance on the implementation of policies on employees in the enterprises.

4. Parent companies and corporations shall formulate and implement the regulations on supervision and assessment of single-member limited liability companies under the ownership of parent companies and the companies invested by parent companies.

5. Political organizations and socio-political organizations shall supervise the enterprises under their management based on the financial supervision mechanism in this Regulation.

6. Ministers, Heads of ministerial agencies, Heads of Governmental agencies, Presidents of the provincial People’s Committees, Presidents of the Member assemblies, presidents of companies, General Directors, and Directors of enterprises are responsible for the implementation of this Regulation./.