Decree on information disclosure of State owned enterprises
VGP – The following is translation of Decree No. 81/2015/ND-CP dated September 18, 2015 of the Prime Minister regulating information disclosure of State owned enterprises.
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THE GOVERNMENT |
SOCIALIST REPUBLIC OF VIETNAM |
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No.: 81/2015/ND-CP |
Hanoi, September 18, 2015 |
DECREE
ON INFORMATION DISCLOSURE OF STATE OWNED ENTERPRISES
Pursuant to the Law on Organization of the Government dated December 25, 2001;
Pursuant to the Law on Accounting dated June 17, 2003;
Pursuant to the Law on Statistics dated June 17, 2003;
Pursuant to the Law on Enterprises dated November 26, 2014;
Pursuant to the Law on Investment dated November 26, 2014;
Pursuant to the Law on Management and Utilization of State Capital Invested in enterprise’s Manufacturing and Business Activitiies dated November 26, 2014;
At the request of the Minister of Planning and Investment,
The Government issued a decree on information disclosure of State Owned Enterprises.
GENERAL PROVISIONS
Article 1. Scope of application
This Decree shall govern the contents, orders, procedures, and responsibilities for information disclosure of State owned enterprises.
Article 2. Applicable entities
1. Representative bodies of State ownership.
2. State owned enterprises.
3. Agencies, organizations and individuals related to the information disclosure of State owned enterprises.
4. For State owned enterprises directly serving the defense and security and State owned enterprises having business cooperation with the defense and security sectors, information disclosure shall follow the Government’s provisions on organization and operation management of enterprises in the defense and security sectors.
5. For enterprises operating in finance, banking, insurance, lottery, stock markets, information disclosure shall follow provisions of specialized laws and provisions in this Decree.
Article 3. Interpretation of terms
In this Decree, the following terms are construed as follows:
1. "State owned enterprises" are enterprises where the State holds 100% of their charter capital (hereinafter referred to as enterprises), including:
a) Single-member limited liability companies where the State holds 100% of their charter capital are the parent companies of state-owned economic groups, state-owned corporations, and those that belong to parent-subsidiary groups;
b) Independent single-member limited companies where the State holds 100% of their charter capital.
2. "Business Days" are working days of the week under the provisions of administrative time, excluding rest days or holidays stipulated by the Labor Code.
3. "Force majeure" is the case where State owned enterprises cannot control the occurrence of the event or cannot establish reasonable measures to prevent it from happening or restrict damages when it occurs.
Article 4. Disclosure requirements
1. Information disclosure of State owned enterprises is to ensure the requirements of openness and transparency in the operation of enterprises, ensure efficiency and effectiveness in the management and supervision of public agencies and the society against State owned enterprises.
2. Information disclosure must be comprehensive, accurate and in timely manner as stipulated. Disclosure of information can be conducted by legal representative of enterprises or a person authorized to disclose information. Enterprises, making information disclosure directly through legal representative or through authorized person, are responsible for the completeness, timeliness, truthfulness and accuracy of the information published.
4. Where an enterprise makes a disclosure of information through a person authorized to disclose information, the enterprise must notify the authorization of information disclosure to representative bodies of State ownership and the Ministry of Planning and Investment as stipulated under Appendix II attached to this Decree. The person authorized to disclose information must have the authority to sign and seal according to internal regulations of the enterprise.
5. Where the published information is incorrect, lacking of accuracy, affecting the reputation of enterprises, the legal representative or the person authorized to disclose information must confirm and adjust or correct the information within twenty-four (24) hours after receiving the correct information or as required by the authorities. Where there are changes to the contents of information published, enterprises must have a written explaining report to representative bodies of State ownership.
Article 5. Means and forms of disclosure
1. Forms of disclosure include: written documents and electronic data.
2. Date of submission of content for disclosure is the date when the document arrives at the office of competent authority, the date of sending fax and email, or the date of publication on the electronic portal or website of enterprises. The date of information disclosure is the date that the information appears on means of disclosure.
3. Disclosure must be made simultaneously through the following means of disclosure:
a) For enterprises, means of information disclosure include: Written reports, electronic portal or website, publications and other mass media as stipulated by law;
b) For representative bodies of State ownership, means of information disclosure include: The information receiving system, electronic portal or website, publications and other mass media as stipulated by law;
c) For the Ministry of Planning and Investment, means of information disclosure include: The information receiving system, the Ministry’s business information portal (http://www.business.gov.vn), publications and other mass media as stipulated by law.
4. Disclosure of information in other means of mass media shall be decided by representative bodies of State ownership.
5. Report and other publications of enterprises, Supervisory Board, Controllers, representative bodies of State ownership of enterprises shall comply with regulations of representative bodies of the State ownership.
Article 6. Languages of disclosure
Language used for information disclosure of enterprises is Vietnamese. Where disclosure in another language is required, languages used for information disclosure shall include Vietnamese and other languages as stipulated.
Article 7. Postponement of disclosure
2. Postponement of disclosure of information must be published in media of enterprises (electronic portal, website and other publications), meanwhile enterprises must report to representative bodies of State ownership of the reasons for disclosure postponement. Enterprises must send a notice of request for postponement of disclosure to representative bodies of State ownership within five (05) working days after the force majeure event arises.
3. Representative bodies of State ownership must review, evaluate, and approve the postponement of disclosure within five (05) working days from receiving request for postponement of disclosure of enterprises and notify the Ministry of Planning and Investment for general monitoring and surveillance.
Article 8. Amendment to disclosed information
In case amendment to contents of information disclosed is required, enterprises shall have the responsibility to amend and update information on enterprises’ electronic portal or website within five (05) working days after the amendment content is approved. Enterprises are responsible for sending the amendment content for disclosure to representative bodies of State ownership and the Ministry of Planning and Investment within five (05) working days after the amendment content is approved for update as stipulated under Article 10 of this Decree.
Article 9. Maintenance and archives of information
Disclosed information shall be maintained on the electronic portal or website of enterprises within at least five (05) years. Enterprises disclosing information shall perform the maintenance and archives of reported and published information in accordance with the law.
Chapter II
PERIODICAL INFORMATION DISCLOSURE OF ENTERPRISES
Article 10. Information must be disclosed periodically
1. Enterprises must periodically disclose the following information:
a) Development strategy of enterprises;
b) Five (05) year production, business and investment plans of enterprises;
c) Annual production, business and investment plans of enterprises;
d) Assessment report on the implementation results of annual production and business plans and plans within the previous three (03) years from the reporting year;
dd) Report on the performance of public duties and social responsibilities (if any);
e) Report on the annual reorganization and innovation of enterprises;
g) Report on the governance and organizational structure of enterprises;
h) Six-month and annual financial statements of enterprises;
i) Report on salary and bonus regime of enterprises.
2. For strategies, production, business and investment plans of vital importance, related to or affecting national confidentiality and security, trade secrets, enterprises must report to representative bodies of State ownership to decide on the information disclosure in order to avoid the misuse of the provision on confidential contents to limit the openness and transparency of production, business and investment plans of enterprises.
3. Representative bodies of State ownership, board of management or chairman of enterprises are responsible for approving the contents of information disclosure of State owned enterprises under their jurisdiction; ensuring openness, transparency and timeliness of the information disclosed.
Article 11. Disclosure of development strategy of enterprises
1. Enterprises shall have the responsibility to develop and submit to representative bodies of State ownership for approval on the development strategy of enterprises no later than September 30 of the first year of the strategy development period, with some basic contents such as vision, development orientation, objectives, tasks and measures to achieve the objectives. Representative bodies of State ownership shall approve enterprises’ development strategy no later than December 31 of the first year of the business strategy development period.
2. Within five (05) working days from the date the development strategy of enterprises is approved, enterprises shall make a disclosure of the strategy on enterprises’ electronic portal or website and send to the Ministry of Planning and Planning and Investment for disclosure as stipulated.
3. Representative bodies of State ownership shall make a disclosure of the business development strategy of enterprises on electronic portal or website of the agencies within five (05) working days from the date the business development strategy is approved.
4. The Ministry of Planning and Investment shall make a disclosure of the business development strategy of enterprises on the Ministry’s business information portal (http://www.business.gov.vn) within five (05) working days from the receipt of the development strategy of enterprises.
Article 12. Disclosure of five (05) year production, business and investment plans of enterprises
1. Enterprises shall have the responsibility to develop and submit to representative bodies of State ownership for approval on five (05) year production, business and investment plans, no later than September 30 of the first year of plan development as stipulated in Annex III attached to this Decree. Representative bodies shall approve the five (05) year production, business and investment plans of enterprises no later than December 31 of the first year of the plan development period.
2. Within five (05) working days from the date the five (05) year production, business and investment plans of enterprises are approved by representative bodies, enterprises shall make a disclosure of the operation plans on enterprises’ electronic portal or website and send to the Ministry of Planning and Investment for disclosure as stipulated.
3. Representative bodies of State ownership shall make a disclosure of the five (05) year production, business and investment plans of enterprises on the agencies’ electronic portal or website within five (05) working days from the date the plans are approved.
4. The Ministry of Planning and Investment shall make a disclosure of the five (05) year production, business and investment plans of enterprises on the Ministry’s electronic business information portal (http://www.business.gov.vn) within five (05) working days from the date of receiving the five (05) year production, business and investment plans.
Article13. Disclosure of annual production, business and investment plans of enterprises
1. Enterprises shall have the responsibility to develop and submit to representative bodies of State ownership for approval of the annual production, business and investment plans according to provisions stipulated under Annex IV attached to this Decree.
2. After five (05) working days from the date the annual production, business and investment plans of enterprises are approved by representative bodies of State ownership, enterprises shall make a disclosure of the plans on enterprises’ electronic portal or website and send to the Ministry of Planning and Investment for disclosure as stipulated. Deadline for disclosure of annual production, business and investment plans of enterprises must be no later than March 31 of the plans’ implementation year.
3. Representative bodies of State ownership shall make a disclosure of the annual production, business and investment plans of enterprises on the agencies’ electronic portal or website within five (05) working days from the date the plans are approved.
4. The Ministry of Planning and Investment shall make a disclosure of the annual production, business and investment plans of enterprises on the Ministry’s business information portal (http://www.business.gov.vn) within five (05) working days from the date of receiving enterprises’ plans.
Article 14. Disclosure of evaluation report on implementation results of annual production and business plans and plans within the previous three (03) years from the reporting year
1. Enterprises must develop the evaluation report on implementation results of annual production and business plans and plans within the previous three (03) years from the reporting year according to provision stipulated under Annex V attached to Decree. The evaluation report must contain comments and analysis of the implementation and production and business results of enterprises up to the reporting date and measures to maintain and improve the efficiency of production and business activities in the following year.
2. Enterprises shall make a disclosure on enterprises’ electronic portal or website the evaluation report on the implementation results of annual production and business plans and plans within the previous three (03) years, and send the report to representative bodies of State ownership and the Ministry of Planning and Investment for disclosure as stipulated. Deadlines for disclosure and sending of the report to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than June 20 of the year following the reporting year.
3. Representative bodies of State ownership shall make a disclosure of the assessment report on the implementation results of enterprises’ annual production and business plans and plans within the previous three (03) years on the agencies’ electronic portal or website within five (05) working days from the date of receiving enterprises’ report.
4. The Ministry of Planning and Investment shall make a disclosure of the assessment report on the implementation results of enterprises’ annual production and business plans and plans within the previous three (03) years on the Ministry’s business information portal within five (05) working days from the date of receiving enterprises’ report.
1. Enterprises must develop a report on the implementation results of public duties and social responsibilities (if any) as stipulated under provisions in Annex VI attached to this Decree. Enterprises shall make a disclosure on enterprises’ electronic portal or website of the report on the implementation results of public duties and social responsibilities (if any) and send the report to representative bodies of State ownership and the Ministry of Planning and Investment for disclosure as stipulated. Deadlines for disclosure and sending of the report to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than June 20 of the year following the reporting year.
2. Representative bodies of State ownership shall make a disclosure of the report on the implementation results of public duties and social responsibilities (if any) on the agencies’ electronic portal or website within five (05) working days from the date of receiving enterprises’ report.
3. The Ministry of Planning and Investment shall make a disclosure of the report on the implementation results of public duties and social responsibilities (if any) on the Ministry’s business information portal (http://www.business. gov.vn) within five (05) working days from the date of receiving enterprises’ report.
Article 16. Disclosure of annual reorganization and renovation of enterprises
1. Enterprises must develop a report on the annual reorganization and renovation of enterprises as stipulated under provisions in Annex VII attached to this Decree. The report on the annual reorganization and renovation of enterprises must include analysis and evaluation on the reorganization and renovation of the year, reorganization report and plan of the following year; expectation of accomplishment and solutions to ensure progress as approved by the Prime Minister.
2. Enterprises shall make a disclosure on enterprises’ electronic portal or website of the report on the annual reorganization and renovation of enterprise, and send the report to representative bodies of State ownership and the Ministry of Planning and Investment for disclosure as stipulated. Deadline for disclosure and sending of the report to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than March 31 of the year following the implementation year of enterprises’ reorganization and renovation plan.
3. Representative bodies of State ownership shall make a disclosure on the report on the annual reorganization and renovation of enterprises on the agencies’ portal or website within five (05) working days from the date of receiving enterprises’ report.
4. The Ministry of Planning and Investment shall make a disclosure on the report on the annual reorganization and renovation of enterprises on the Ministry’s business information portal (http://www.business.gov.vn) within five (05) working days from date of receiving enterprises’ report.
Article 17. Disclosure of the status report on the management and organizational structure of enterprises
1. Enterprises must develop a status report on the management and organizational structure of enterprises as stipulated under provisions in Annex VIII attached to this Decree. Enterprises shall make a disclosure on enterprises’ electronic portal or website of the status report on the management and organizational structure of enterprises and send the report to representative bodies of State ownership and the Ministry of Planning and Investment to make a disclosure as stipulated. Deadline for disclosure and sending of the report to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than June 20 of the year following the reporting year.
2. Representative bodies of State ownership shall make a disclosure of the status report on the management and organizational structure of enterprises on the agencies’ electronic portal or website within five (05) working days from the date of receiving enterprises’ report.
3. The Ministry of Planning and Investment shall make a disclosure of the status report on the management and organizational structure of enterprises on the Ministry’s business information portal (http://www.business.gov.vn) within (05) working days from date of receiving enterprises’ report.
Article 18. Disclosure of financial reports of enterprises
1. Enterprises must develop a six (06) month financial statement and an annual financial statement as stipulated under provisions in Annex IX attached to this Decree. Enterprises shall make a disclosure on enterprises’ electronic portal or website of the six (06) month financial statement and the annual financial statement (audited), and send these reports to representative bodies of State ownership and the Ministry of Planning and Investment for disclosure as stipulated. Deadline for disclosure and sending of the report to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than August 15 of the reporting year for six (06) month financial statements and May 31 of the year following the reporting year for annual financial statements.
2. Representative bodies of State ownership shall make a disclosure of the six (06) month financial statement and the annual financial statement of the business on electronic portal or website of the agencies within five (05) working days from the date of receiving the financial statements of enterprises.
3. The Ministry of Planning and Investment shall make a disclosure of the six (06) month financial statement and the annual financial statement of the business on the Ministry’s business information website (http://www.business.gov.vn) within five (05) working days from the date of receiving the financial statements of enterprises.
Article 19. Disclosure of salary and bonus regime of enterprises
1. Enterprises must develop a report on the salary and bonus regime of enterprises as stipulated under provisions in Annex X attached to this Decree. Enterprises shall make a disclosure on enterprises’ electronic portal or website of the report on the salary and bonus regime of enterprises, and send the report to representative bodies of State ownership and the Ministry of Planning and Investment for disclosure as stipulated. Deadline for disclosure and sending of the report to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than March 31 of the year following the reporting year.
3. The Ministry of Planning and Investment shall make a disclosure of the report on salary and bonus regime of enterprises on the Ministry’s business information portal (http://www.business.gov.vn) within five (05) working days from the date of receiving enterprises’ report.
Chapter III
DISCLOSURE OF EXTRAORDINARY INFORMATION OF ENTERPRISES
Article 20. Information requested for extraordinary disclosure
Enterprises must report to representative bodies of State ownership and make a disclosure of extraordinary information once one of the events occurs as stipulated under Provision 1 of Article 109 of the Law on Enterprises dated November 26, 2014.
Article 21. Orders, procedures and responsibilities to disclose of extraordinary information
1. Once one of the cases occurs as stipulated under Provision 1 of Article 109 of the Law on Enterprises, enterprises must make a disclosure on enterprises’ electronic portal, website, publications (if any) and publicly post up a notice at headquarter and places of business of enterprises. Deadline to report extraordinary information to representative bodies of State ownership and the Ministry of Planning and Investment must be no later than 24 hours and deadline for disclosure of extraordinary information must be no later than 36 hours from the time of occurrence of the event.
2. Representative bodies of State ownership shall make a disclosure of the extraordinary information on the agencies’ electronic portal or website shortly after receiving the report of enterprises.
3. The Ministry of Planning and Investment shall make a disclosure of the extraordinary information on the Ministry’s business information portal (http://www.business.gov.vn) shortly after receiving the report of enterprises.
Chapter IV
ORGANIZATION OF IMPLEMENTATION AND TERMS OF ENFORCEMENT
Article 22. Organization of disclosure of information
1. Responsibilities of enterprises:
a) Board of management or chairman of enterprises shall be responsible for developing regulations on disclosure of enterprises’ information as stipulated in this Decree, which clearly regulate authority, responsibility, assignment of tasks of relevant individuals and departments, and report to representative bodies of State owners for monitoring and supervision;
b) Within six (06) months from the date this Decree takes effect, enterprises shall be responsible for the development and maintenance of enterprises’ electronic portal or website, ensure the disclosure of information as stipulated under this Decree. Enterprises’ electronic portal or website must have a separate column for information disclosure, including contents of business charter, corporate governance regulations (if any), list of enterprises’ Board of Management or Chairman, Supervisory Board or Controllers, Director General or Director, Deputy General Director or Deputy Director and information requested for periodical or extraordinary disclosure as stipulated under this Decree.
2. Representative bodies of State ownership shall have the responsibilities to:
a) Receive and make a disclosure of information as stipulated under this Decree. The agencies’ electronic portal or website of representative bodies of State ownership must have a separate column for information disclosure of enterprises. Representative bodies of State ownership shall have the responsibility to make a disclosure of enterprises’ information in timely manner, ensuring easiness and convenience in accessing disclosed information;
b) Inspect, examine and monitor the information disclosure of enterprises under management authority, ensuring compliance to provisions stipulated under this Decree.
3. The Ministry of Planning and Investment shall have the responsibilities to:
a) Maintain the Ministry’s business information portal (http://www.business.gov.vn), ensuring the receipt and disclosure of enterprises’ information as stipulated under this Decree. The Ministry’s business information portal must have a separate column for disclosure of enterprises’ information;
b) Synthesize and make a disclosure of disclosed information of enterprises on the Ministry’s business information portal (http://www.business.gov.vn); ensuring easiness and convenience in accessing disclosed information. In addition to information disclosed in writing, electronic disclosure of enterprises’ information shall be sent to info@business.gov.vn.
Article 23. Handling violations of information disclosure
1. For enterprises:
a) Representative bodies of State ownership shall apply sanctions in forms of reprimand or warning to enterprises’ management in case of violation of provisions including: not implementing or not fully implementing in due time, regulations on information disclosure; dishonest in disclosure of information as stipulated under this Decree;
b) Enterprises violating the regulations on disclosure of information as stipulated under this Decree shall be subjected to administrative sanctions as prescribed under the Decree of the Government stipulating the sanction of administrative violations in the field of planning and investment;
c) In the case enterprises’ violation of provisions on disclosure of information as stipulated under this Decree makes it impossible for representative bodies of State ownership to make timely guidance, recommendations and solutions, resulting in difficulties in the operation of enterprises, causing loss of State capital, representative bodies of State ownership shall apply sanctions from forms of wage reduction to dismissal and request to competent authorities to apply criminal penalties for enterprises’ management.
2. Representative bodies of State ownership shall have the responsibility before the Government for failing to implement or fully implement the acceleration, supervision, examination and inspection of provisions on disclosure of enterprises’ information as stipulated under this Decree; failing to make timely and publicly disclosure on the agencies’ electronic portal or website of the periodical and extraordinary information of enterprises under their management authority.
3. In case enterprises do not fully implement the disclosure of information as stipulated under this Decree; slow in disclosure of information up to twenty (20) working days: the Ministry of Planning and Investment shall have the responsibility to make a disclosure of a list of those enterprises on http://www.business.gov.vn, inform representative bodies of State ownership for acceleration and report to the Prime Minister a list of enterprises which do not fully comply with disclosure obligations as stipulated.
