Circular No. 02/2015/TT-BKHĐT guiding the disclosure of information by a limited liability company with one member owned by the State

CIRCULAR

Guidelines on the publication of information of limited liability companies with state ownership with one member N |||water enterprises

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Pursuant to the Enterprise Law No. 60/2005/QH11 dated November 29, 2005 2005;

Pursuant to Decree No. 116/2008/ND-CP dated November 14, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Planning and Investment;

Pursuant to the Government Decree No. 69/2014/NĐ-CP dated July 15, 2014 on state-owned economic groups and state-owned corporations;

Pursuant to the Government Decree No. 115/2014/NĐ-CP dated December 3, 2014 on the regime for supervising and inspecting the implementation of strategies, plans, objectives, and assigned tasks of state-owned enterprises;

Pursuant to the Prime Minister's Decision No. 36/2014/QĐ-TTg dated June 18, 2014 promulgating the Rules on the publication of information on the activities of state-owned single-member limited liability companies;

Pursuant to the Prime Minister's Decision No. 37/2014/QĐ-TTg dated June 18, 2014 promulgating the criteria and classification list of state-owned enterprises;

The Ministry of Planning and Investment provides guidance on certain aspects regarding for announcement the publication of information on the activities of state-owned single-member limited liability companies.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

These Circulars provide guidance on certain aspects regarding the publication of information on the activities of state-owned single-member limited liability companies as stipulated in the Prime Minister's Decision No. 36/2014/QĐ-TTg dated June 18, 2014 promulgating the Rules on the publication of information on the activities of state-owned single-member limited liability companies (hereinafter referred to as Decision No. 36/2014/QĐ-TTg) and the Government Decree No. 69/2014/NĐ-CP dated July 15, 2014 on state-owned economic groups and state-owned corporations (hereinafter referred to as Decree No. 69/2014/NĐ-CP).

Article 2. Applicability

Article 1 of this Circular applies to the entities specified in Article 2 of the Rules on the publication of information on the activities of state-owned single-member limited liability companies issued together with Decision No. 36/2014/QĐ-TTg (hereinafter referred to as the enterprise).

Single-member limited liability companies directly serving national defense and security and state-owned enterprises operating in the banking sector are not subject to the application of this Circular.

Article 3. Explanation of Terms

1. "Enterprise management personnel" includes the Chairman and members of the Board of Members, the Company Chairman, General Director or Director, Deputy General Director or Deputy Director, Chief Accountant.

2. "Enterprise development strategy" refers to the development strategy for production, business, and investment over a ten-year period of the enterprise.

Article 4. Requirements for Disclosure of Information

1. The publication of information must be carried out by the legal representative of the enterprise or the authorized person for information publication. The legal representative of the enterprise shall be responsible for the accuracy, timeliness, and completeness of the information published by the authorized person for information publication.

2. In cases where information is published through an authorized person for information publication, the enterprise must notify the authorized person for information publication to the agency exercising ownership rights, the Ministry of Planning and Investment according to Appendix 1 attached to this Circular. The authorized person for information publication must be an individual with authority to sign and stamp according to the internal regulations of the enterprise.

Article 5. Disclosure of Information in Electronic Data Form

By no later than June 30, 2015, Enterprises, Authorities exercising ownership rights, and the Ministry of Planning and Investment must carry out the following tasks:

1. For Enterprises:

a. Enterprises must establish and maintain their own electronic information website, ensuring connectivity with the electronic information website of the Authority exercising ownership rights for the enterprise and the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn).

b. The enterprise's electronic information website must have a separate section dedicated to disclosure of information, including contents such as the Enterprise Charter, Corporate Governance Regulations (if any), list of Board Members or Company Chairmen, Supervisors, General Directors or Directors, Deputy General Directors or Deputy Directors, periodic, extraordinary, and on-demand disclosures as prescribed in Decision No. 36/2014/QĐ-TTg.

2. As for the Authorities exercising ownership rights:

The Authorities exercising ownership rights must establish and maintain their own electronic information website, ensuring connectivity with the enterprise's electronic information website. Within five (05) working days from receiving the disclosed information contents from the enterprise, the Authorities exercising ownership rights are responsible for publicly posting this information on their electronic information website, ensuring timely disclosure and easy access to the disclosed information.

3. The Ministry of Planning and Investment:

The Ministry of Planning and Investment (Enterprise Development Department) must maintain the Vietnam Business Portal, ensuring connectivity with the enterprise's electronic information website. Within five (05) working days from receiving the disclosed information contents from the enterprise, the Ministry of Planning and Investment (Enterprise Development Department) is responsible for publicly posting these contents on the Vietnam Business Portal at http://www.business.gov.vn, ensuring easy and convenient access to the disclosed information. In addition to textual disclosure contents, the electronic disclosure information of the enterprise must be sent to the email address [email protected].

Chapter II

PROCEDURE AND CONTENTS OF ENTERPRISE INFORMATION DISCLOSURE

Article 6. Procedure and Contents of Disclosure of Enterprise Development Strategy

1. Procedure for Disclosure of Enterprise Development Strategy:

a. The enterprise must develop and submit its Development Strategy to the Authority exercising ownership rights for review and approval. The enterprise must disclose its Development Strategy no later than May 31 of the first year of the strategy development period, and must send a copy of this Strategy to the Ministry of Planning and Investment within five (05) working days after approval.

b. The Authority exercising ownership rights must disclose the Enterprise Development Strategy within five (05) working days after the approval of the development strategy contents.

c. The Ministry of Planning and Investment must disclose the Enterprise Development Strategy on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days from the date of receipt from the enterprise.

2. Contents of Disclosure of Enterprise Development Strategy:

The enterprise's Development Strategy includes contents such as direction, objectives, development viewpoints; orientation of tasks and implementation contents to achieve the strategic development objectives. For strategies containing important contents related to or affecting national security secrets and business secrets, the enterprise reports to the authority exercising ownership rights to decide on disclosure to ensure that the secret contents are appropriate, avoiding abuse of secret content regulations to limit the transparency and openness of the enterprise's development strategy.

Article 7. Procedures and contents for announcing the five-year business production, operation, and investment plan of enterprises

1. Procedures for announcing the five-year business production, operation, and investment plan of enterprises:

a. The enterprise must establish and submit the five-year business production, operation, and investment plan to the agency exercising ownership rights for review and approval. The enterprise must announce the five-year business production, operation, and investment plan not later than May 31 of the first year of the period for establishing the five-year business production, operation, and investment plan, and simultaneously send this plan to the Ministry of Planning and Investment within five working days after receiving approval.

b. The agency exercising ownership rights must announce the five-year business production, operation, and investment plan of the enterprise within five working days from the date when the contents of the five-year business production, operation, and investment plan are approved.

c. The Ministry of Planning and Investment must announce the five-year business production, operation, and investment plan of the enterprise on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five working days from the date of receipt from the enterprise.

2. Contents for announcing the five-year business production, operation, and investment plan of enterprises:

Enterprises establish the five-year business production, operation, and investment plan according to Appendix 2 attached to this Circular. For plans and important contents related to or affecting state secrets and national security, trade secrets, enterprises report to the agency exercising ownership rights to decide on the announcement to ensure that the confidential content is appropriate and avoid misusing confidentiality regulations to limit the transparency and openness of the enterprise's development plan.

Article 8. Procedures and contents for announcing the annual business production, operation, and investment plan of enterprises

1. Procedures for announcing the annual business production, operation, and investment plan of enterprises:

a. The enterprise must announce the annual business production, operation, and investment plan not later than January 31 of the year implementing the business production, operation, and investment plan, and simultaneously send this plan to the agency exercising ownership rights and the Ministry of Planning and Investment within five working days after the contents are approved by the Board of Directors or the Chairman of the company.

b. The agency exercising ownership rights must announce the annual business production, operation, and investment plan within five working days from the date of receipt from the enterprise.

c. The Ministry of Planning and Investment must announce the annual business production, operation, and investment plan of the enterprise on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five working days from the date of receipt from the enterprise.

2. Contents for announcing the annual business production, operation, and investment plan of enterprises:

Enterprises establish the annual business production, operation, and investment plan according to Appendix 3 attached to this Circular. For business production, operation, investment plans and important contents related to or affecting state secrets and national security, trade secrets, enterprises report to the agency exercising ownership rights to decide on the announcement to ensure that the confidential content is appropriate and avoid misusing confidentiality regulations to limit the transparency and openness of the enterprise's business production, operation, and investment plan.

Article 9. Procedures and contents for announcing the implementation status of restructuring and modernization annually of enterprises

1. Procedures for announcing the implementation status of restructuring and modernization of enterprises annually:

a. Enterprises must announce the implementation status of restructuring and modernization of enterprises annually not later than January 31 of the following year after the completion of the enterprise restructuring and modernization plan, and simultaneously send it to the agency exercising ownership rights and the Ministry of Planning and Investment within five (05) working days after the approval of the contents related to enterprise restructuring and modernization.

b. The agency exercising ownership rights must announce the implementation status of restructuring and modernization of enterprises annually within five (05) working days from the date of receipt from the enterprise.

c. The Ministry of Planning and Investment must announce the implementation status of restructuring and modernization of enterprises annually on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days from the date of receipt from the enterprise.

2. Contents for announcing the implementation status of restructuring and modernization of enterprises annually:

Enterprises shall build and the agency exercising ownership rights shall compile the implementation status of restructuring and modernization of enterprises annually according to Table 5 of Appendix 4 attached to this Circular.

Article 10. Procedures and contents for announcing the annual report on business operations of enterprises

1. Procedures for announcing the annual report on business operations of enterprises:

a. Enterprises must prepare and submit the annual report on business operations of the enterprise along with the annual financial statement of the enterprise to the agency exercising ownership rights for review and approval. Enterprises must announce the annual report on business operations not later than June 20 of the following year after the reporting year, and simultaneously send the report to the agency exercising ownership rights and the Ministry of Planning and Investment within five (05) working days after being approved by the Board of Directors or the Chairman of the company.

b. The agency exercising ownership rights must announce the annual report on business operations of enterprises within five (05) working days from the date of receipt of the report from the enterprise.

c. The Ministry of Planning and Investment must announce the annual report on business operations of enterprises on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days from the date of receipt from the enterprise.

2. Contents for announcing the annual report on business operations of enterprises:

Enterprises must prepare the annual report on business operations of the enterprise according to Appendix 4 issued together with this Circular.

Article 11. Procedures and contents for announcing the financial statements of enterprises:

1. Enterprises must prepare and submit the semi-annual financial statement and the annual financial statement of the enterprise in accordance with Circular No. 200/2014/TT-BTC dated December 22, 2014 of the Ministry of Finance guiding the accounting system for enterprises to the agency exercising ownership rights and the Ministry of Planning and Investment for publication. The announcement time must not be later than August 31 of the reporting year for the semi-annual financial statement, and not later than May 31 of the following year after the reporting year for the annual financial statement, after the financial statements have been approved by the agency exercising ownership rights.

2. The agency exercising ownership rights must announce the semi-annual financial statement and the annual financial statement of enterprises within five (05) working days from the date of approval of the financial statements from the enterprise.

3. The Ministry of Planning and Investment must announce the semi-annual financial statement and the annual financial statement of enterprises on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days after receiving the report from the enterprise.

Article 12. Procedures and contents for announcing the Evaluation of Business Operation Effectiveness

1. Enterprises must establish and announce the annual Evaluation of Business Operation Effectiveness in accordance with Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance on guiding certain contents regarding financial supervision and evaluation of business operation effectiveness for state-owned enterprises and enterprises with state capital not later than August 31 of the following year, and simultaneously send it to the Agency Implementing Ownership Rights and the Ministry of Planning and Investment within five (05) working days after the approval of the annual business operation effectiveness evaluation.

2. The Agency Implementing Ownership Rights must announce the annual Evaluation of Business Operation Effectiveness of the enterprise within five (05) working days after receiving it from the enterprise.

3. The Ministry of Planning and Investment must announce the annual Evaluation of Business Operation Effectiveness of the enterprise on the Vietnam Enterprise Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days after receiving it from the enterprise.

Article 13. Procedures and contents for announcing salaries and bonuses

1. Procedures for announcing salaries and bonuses of enterprises:

a. Enterprises must establish and announce the annual salary and bonus system of the enterprise not later than March 31 each year, and simultaneously send it to the Agency Implementing Ownership Rights and the Ministry of Planning and Investment within five (05) working days after approval by the Board of Members or the Chairman of the company.

b. The Agency Implementing Ownership Rights must announce the annual salary and bonus system of the enterprise within five (05) working days from the date of receipt from the enterprise.

c. The Ministry of Planning and Investment must announce the annual salary and bonus system of the enterprise on the Vietnam Enterprise Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days from the date of receipt from the enterprise.

2. Contents for announcing the salary and bonus system of enterprises:

Enterprises establish the salary and bonus system of the enterprise according to Table 4 of Appendix 4 attached to this Circular.

Article 14. Announcing information upon request

Enterprises must report and announce information upon request within twenty-four (24) hours and publicly announce urgent and abnormal information within seventy-two (72) hours from the date of receipt of the request of the Agency Implementing Ownership Rights in the following events:

1. When events occur as prescribed in Article 11 of the Information Disclosure Regulation for the Operations of Limited Liability Companies with One Member Owned by the State issued together with Decision No. 36/2014/QĐ-TTg.

2. When events such as war, natural disasters... occur, seriously affecting the production and business activities of the enterprise.

3. When there is information related to the enterprise that significantly affects prices and markets and requires confirmation of that information.

4. Enterprises must announce information upon request on their corporate website, mass media, and information announcement means of the Agency Implementing Ownership Rights and the Ministry of Planning and Investment. The content of the announcement must clearly state the event requested by the Agency Implementing Ownership Rights to be announced; the cause and the enterprise's assessment of the authenticity of the event, and remedial measures (if any).

Article 15. Certain contents regarding information disclosure of Economic Groups and State-owned Corporations operating under the model of a limited liability company with the State as the sole shareholder

In addition to the information disclosure contents prescribed from Article 6 to Article 14 of this Circular, Economic Groups and State-owned Corporations organized in the form of a limited liability company with the State as the sole shareholder must disclose information related to their operational situation as stipulated in Clause 1, Article 39 of Government Decree No. 69/2014/ND-CP on Economic Groups and State-owned Corporations, specifically as follows:

1. Information disclosure process for Economic Groups and State-owned Corporations:

a. Economic Groups and State-owned Corporations must disclose the information content prescribed in Clause 2, Article 15 of this Circular, and simultaneously send these disclosed information contents to the Agency implementing ownership rights, the Ministry of Planning and Investment within five (05) working days after the approval of such contents.

b. The Agency implementing ownership rights must disclose the reports of Economic Groups and State-owned Corporations prescribed in Clause 2, Article 15 of this Circular within five (05) working days from the date of receipt of the disclosed information contents from Economic Groups and State-owned Corporations.

c. The Ministry of Planning and Investment must disclose the reports of Economic Groups and State-owned Corporations prescribed in Clause 2, Article 15 of this Circular on the Vietnam Business Portal of the Ministry of Planning and Investment (http://www.bussiness.gov.vn) within five (05) working days from the date of receipt of the disclosed information contents from Economic Groups and State-owned Corporations.

2. Contents that must be disclosed by Economic Groups and State-owned Corporations:

a. Economic Groups and State-owned Corporations must prepare and disclose the Mid-Year Corporate Governance Report according to Appendix No. 5 attached to this Circular. The disclosure time shall not be later than August 31 each year.

b. Economic Groups and State-owned Corporations must report loans, lending, purchasing, and selling of assets valued at or exceeding 10% of the total asset value as reported in the most recent audited annual financial statement or the most recent reviewed semi-annual financial statement, or loans, lending, purchasing, and selling of assets valued at or exceeding 10 billion VND. The disclosure time shall not be later than June 20 each year.

c. Economic Groups and State-owned Corporations must report losses on assets valued at or exceeding 10% of the equity as reported in the most recent audited annual financial statement or the most recent reviewed semi-annual financial statement, or valued at or exceeding 1 trillion VND. The disclosure time shall not be later than June 20 each year.

Chapter III

IMPLEMENTATION

Article 16. Responsibilities of Enterprises

1. Enterprises must ensure full and accurate information disclosure in accordance with the contents stipulated in Chapter II of this Circular. Enterprises ensuring full and timely information disclosure in compliance with regulations will be compiled and reported by the Ministry of Planning and Investment.

2. Enterprises failing to ensure full and accurate information disclosure in compliance with regulations, the Ministry of Planning and Investment will specify their names and notify the Agency implementing ownership rights, and simultaneously report to the competent authority for disciplinary action, administrative fines, criminal prosecution, or compensation as prescribed by law.

Article 17. Responsibilities of the Agency Implementing Ownership Rights

The agency representing the ownership rights shall implement disciplinary measures such as reprimand, warning, reduction in rank, dismissal from employment, and determine salary levels and other benefits for the Business Manager if they violate the following provisions:

1. Failure to submit, submitting inadequately, or submitting late reports as required by the competent authority, owner; contents of the report being not truthful, not complete; failure to implement information disclosure according to time and contents prescribed, the Business Manager shall be subject to disciplinary measures of reprimand or warning depending on the degree of violation.

2. Failure to implement or implementing inadequately the directives, recommendations, solutions proposed by the owner and state management agencies for the enterprise, resulting in the enterprise suffering losses, loss of state capital, or the general operational situation of the enterprise falling into difficult conditions, with weak management, the Business Manager shall be subject to disciplinary measures of reduction in rank or dismissal from employment.

Article 18. Responsibilities of the Ministry of Planning and Investment

For enterprises that fail to ensure full and proper disclosure of information as stipulated in Chapter II of this Circular, the Ministry of Planning and Investment shall have the responsibility:

1. In cases where enterprises fail to fully and properly disclose information, delay in disclosing information up to 20 working days: the Ministry of Planning and Investment shall be responsible for publicly listing these enterprises at the address http://www.business.gov.vn and notify the Agency Implementing State Ownership Rights to urge compliance, while reporting to the Prime Minister a list of enterprises failing to fulfill their obligation to disclose information as prescribed.

2. In cases where enterprises fail to fully and properly disclose information, delay in disclosing information up to 40 working days: the Ministry of Planning and Investment shall compile and publicly list these enterprises at the address http://www.business.gov.vn, report to the Prime Minister requesting the Government Inspectorate to examine and inspect according to regulations.

Article 19. Implementation

1. This Circular takes effect from June 22, 2015.

2. Annually, the Enterprise Development Department under the Ministry of Planning and Investment shall allocate funds from the Ministry's budget to upgrade, maintain, and operate the Vietnam Business Portal (http://www.business.gov.vn) to ensure transparency, honesty, and completeness of information disclosed by enterprises, and guide relevant entities to disclose information on the Vietnam Business Portal (http://www.business.gov.vn).

3. Ministries, People's Committees of provinces and centrally-run cities, economic groups, corporations having subsidiaries organized as limited liability companies with state ownership, and related organizations and individuals shall be responsible for implementing this Circular. During implementation, if there are difficulties, they are advised to reflect them to the Ministry of Planning and Investment (Enterprise Development Department) for research and resolution.

During implementation, if there are difficulties, they are advised to reflect them to the Ministry of Planning and Investment (Enterprise Development Department) for research and resolution./.