Circular No. 171/2013/TT-BTC guiding the disclosure of financial information as prescribed in Government Decree No. 61/2013/NĐ-CP dated June 25, 2013.

CIRCULAR

Guidelines on the disclosure of financial information as prescribed in

 Decree No. 61/2013/ND-CP dated June 25, 2013 of the Government

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Pursuant to the Enterprise Law dated November 29, 2005;

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

Pursuant to Decree No. 61/2013/ND-CP dated June 25, 2013 of the Government on the issuance of the Financial Supervision Regulation and Evaluation of Business Effectiveness and Disclosure of Financial Information for State-owned Enterprises and Enterprises with State Capital;

The Minister of Finance hereby issues this Circular amending and supplementing certain Articles of Circular No. 133/2015/TT-BTC dated August 31, 2015, issued by the Minister of Finance guiding the financial management mechanism for the Vietnam Chamber of Commerce and Industry (hereinafter referred to as Circular No. 133/2015/TT-BTC).

The Minister of Finance hereby issues guidelines on the disclosure of financial information as prescribed in Decree No. 61/2013/ND-CP dated June 25, 2013 of the Government as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular provides guidance on the disclosure of financial information as prescribed in Decree No. 61/2013/ND-CP dated June 25, 2013 of the Government on the issuance of the Financial Supervision Regulation and Evaluation of Business Effectiveness for State-owned Enterprises and Enterprises with State Capital (hereinafter referred to as the Regulation issued together with Decree No. 61/2013/ND-CP).

Article 2. Applicability

1. State-owned enterprises.

Enterprises operating in the fields of finance, banking, insurance, lottery, and securities shall disclose financial information in accordance with the specialized laws and this Circular.

2. Owners of state capital invested in enterprises.

3. State management agencies for enterprise finance (Ministry of Finance, Provincial Departments of Finance under the Central Government).

Enterprises with state capital shall disclose financial information in accordance with the law and the charter of the enterprise.

Article 3. Requirements for Disclosure

1. Disclosure of information must comply with the purposes and principles stipulated in Article 26 of the Regulation issued together with Decree No. 61/2013/ND-CP.

2. For disclosure through the electronic portal, the date of disclosure is the date when the information appears on the public medium. For disclosure via fax or electronic data transmission, the date of disclosure is the date of sending the fax or electronic data (via email or through the information technology system receiving reports). For disclosure via submission of a written report, the date of disclosure is the date when the owner receives the disclosed information in writing.

3. The language used for the disclosure of financial information by enterprises must be Vietnamese. In cases where the law requires additional disclosure in another language, the languages used for disclosure include Vietnamese and the other language as prescribed.

4. Entities responsible for disclosing information must preserve and retain reported and disclosed information in accordance with the law.

Article 4. Handling Violations of Disclosure

Organizations and individuals who violate the law on the disclosure of financial information shall be subject to one of the following forms of handling depending on the nature and degree of violation:

1. A fine of VND 5,000,000 to VND 10,000,000 if financial information is not fully disclosed as required or if the disclosure is delayed by one to three months from the prescribed deadline.

2. A fine of VND 20,000,000 to VND 30,000,000 if the disclosure is delayed by more than three months from the prescribed deadline or if the disclosed financial information is false.

3. Enterprise management officials may be disciplined with a reprimand or warning depending on the level of violation.

4. The authority to handle violations as stipulated in Clause 1 and Clause 2 of this Article shall be implemented in accordance with Decree No. 105/2013/ND-CP dated September 16, 2013 of the Government on administrative penalties in the field of accounting and independent auditing and related guiding documents.

The owner shall base the level of violation to implement disciplinary measures against enterprise management officials.

Chapter II

DISCLOSURE OF INFORMATION BY ENTERPRISES

Article 5. Disclosure to owners and financial management agencies

1. Content of disclosure

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

a) Disclosure of the content of information stated in the Financial Status Assessment Report as prescribed in Clause 2 of Article 4 of Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance guiding certain aspects of financial supervision and assessment of business efficiency for state-owned enterprises and enterprises with state capital.

b) Disclosure of information on income and average income of employees; compliance with obligations towards employees regarding health insurance, social insurance, unemployment benefits (if applicable); salary, remuneration, bonuses, and monthly income of each managerial staff member of the enterprise in the preceding year.

c) Disclosure of information on audited financial statements, opinions, confirmations, conclusions, and recommendations of the auditor, owner, and financial management agency regarding the financial statements and financial status of the enterprise.

d) For corporate governance information, the enterprise shall disclose the situation of establishing and implementing internal regulations of the enterprise.

đ) An enterprise that is a parent company must disclose reports on the results of financial oversight, evaluation, and classification of wholly-owned subsidiaries; results of oversight of affiliated companies (companies with more than 50% shareholding); results of oversight of capital investment in associated companies.

Additionally, the State Capital Investment Corporation is responsible for disclosing the results of financial oversight, evaluation of efficiency, and classification of wholly-owned limited liability companies transferred from the industry-managing ministry and provincial people's committees; disclosure of the results of financial oversight of state-owned enterprises transferred from the industry-managing ministry and provincial people's committees.

2. Forms of disclosure

a) Enterprises shall disclose financial information to owners and financial management agencies through written documents, while sending report files via electronic means (email or online portal) to the official email address provided by the owner and financial management agency.

b) In case there is a change in the disclosed information, enterprises must simultaneously report and provide written explanations to the owner and financial management agency.

Article 6. Disclosure of Information to Creditors and Investors

Enterprises shall disclose financial information according to the agreed contents and forms between the enterprise and investors or creditors.

Article 7. Disclosure of Information to Employees

1. Content of disclosure

Enterprises must disclose information annually on business results; on income and average income of employees; on compliance with obligations towards employees (health insurance, social insurance, unemployment benefits if applicable); on salary, remuneration, bonuses, and average monthly income of each managerial staff member of the enterprise in the preceding year; on comments, assessments, and recommendations of the owner, financial management agency, or other state management agencies regarding the financial status of the enterprise.

2. Forms of disclosure

Disclosure of information to employees shall be carried out through the following methods: on the enterprise's website, distribution of publications, posting at the enterprise, announcement at the Employee Assembly.

Article 8. Disclosure of Information to the Public

1. Content of disclosure

Enterprises must disclose certain financial information according to the form issued together with this Circular.

2. Forms of disclosure

The disclosure of information shall be carried out on the enterprise's electronic information website or through mass media.

Article 9. Provisions on the Method of Disclosure on the Electronic Information Website

Enterprises must establish an electronic information website at the latest within six (06) months from the date this Circular takes effect. The electronic information website must have a separate section dedicated to the content of disclosed financial information. Enterprises are responsible for updating the information when the content of disclosed financial information changes.

The person responsible for disclosing information must notify the owner and the financial management agency of the enterprise about the address of the electronic information website and any changes related to this address within three (03) working days from the completion of establishing the electronic information website or the date of change regarding the address of the electronic information website.

In cases where enterprises do not have sufficient conditions to operate an electronic information website within six (06) months from the date this Circular takes effect, they must register with the owner and the financial management agency of the enterprise to implement the disclosure of the prescribed information content on the electronic information website of the owner and the financial management agency of the enterprise.

Article 10. Time of Disclosure

Enterprises shall disclose financial information for the contents stipulated in Clause 1, Article 5 and Clause 1, Article 7 of this Circular at the latest on July 31 of the same year for six-month information and April 30 of the following year for annual information.

The time of disclosing financial information to creditors and investors shall be implemented according to the agreement between the enterprise and the creditor, investor.

The time of disclosing financial information to the public shall be carried out before April 30 of the following year.

Chapter III

DISCLOSURE OF INFORMATION BY THE OWNER

Article 11. Content of Disclosure

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

1. Announcing the full content of the Financial Supervision Report and the Financial Supervision Result Report established in accordance with Clause 3, Clause 4, Article 4 of Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance.

2. Announcing the list of enterprises placed under special supervision and the list of enterprises removed from special supervision.

3. Announcing the Decision on assigning annual assessment targets for each enterprise; the result of the owner's review on the effectiveness of the enterprise's operations and the classification of managerial staff's performance according to Point b, Clause 3, Article 18 of Circular No. 158/2013/TT-BTC dated November 13, 2013 of the Ministry of Finance.

Article 12. Forms of Public Disclosure

The owner shall disclose information on their electronic information website.

Article 13. Time of Disclosure

1. The time of disclosing information for the contents stipulated in Clause 1 and Clause 2, Article 11 of this Circular is before August 31 of the same year for six-month information and before May 31 of the following year for annual information.

2. The time of disclosing information for the content stipulated in Clause 3, Article 11 of this Circular is before August 31 of the following year.

Chapter IV

DISCLOSURE OF INFORMATION BY THE FINANCIAL MANAGEMENT AGENCY OF THE ENTERPRISE

OF THE ENTERPRISE

Article 14. Content and Form of Disclosure

1. The Ministry of Finance shall disclose financial information in accordance with the contents stipulated in Clause 3, Article 27 of the Regulation issued together with Decree No. 61/2013/ND-CP for state-owned enterprises and enterprises with state capital throughout the country.

The disclosure of information shall be carried out on the Ministry of Finance's website.

2. Provincial Departments of Finance under centrally governed cities shall disclose financial information in accordance with the contents stipulated in Clause 3, Article 27 of the Regulation issued together with Decree No. 61/2013/ND-CP for state-owned enterprises and enterprises with state capital within their respective provincial responsibilities.

The disclosure of information shall be carried out on the Department of Finance's website.

Article 15. Timeframe for Public Disclosure

1. The time for disclosing information shall be immediately implemented by the Ministry of Finance following the Prime Minister’s directive.

2. The time for disclosing information shall be immediately implemented by the Department of Finance following the Chairman of the People's Committee's directive at the provincial level.

Chapter V

RESPONSIBILITIES OF THE INFORMATION DISCLOSURE PERSONNEL

Article 16. Responsibilities for Information Disclosure

1. For Enterprises:

The disclosure of information shall be conducted by the legal representative of the enterprise or the authorized person to disclose information. The legal representative of the enterprise shall bear responsibility for the accuracy, timeliness, and completeness of the information disclosed by the authorized person.

2. For owners and financial management agencies of enterprises:

The disclosure of information shall be conducted by the head of the agency or the authorized person to disclose information. The head of the agency shall bear responsibility for the accuracy, timeliness, and completeness of the information disclosed by the authorized person.

Article 17. Answering Queries

1. Organizations and individuals receiving financial information disclosed according to this Circular have the right to query about the disclosed financial information. The queries shall be presented in writing, through electronic information, or directly exchanged with organizations and individuals responsible for disclosing information.

2. Organizations and individuals responsible for disclosing information and those assigned the responsibility for disclosing information shall be responsible for answering queries regarding the disclosed contents.

3. Queries must be answered to the querier no later than ten days from the date of receiving the query content. In cases where the query content is complex and requires more time to prepare the answer, a specific date for answering must be agreed upon with the querier but not exceeding forty-five days from the date of receiving the query content.

4. In case of failure to answer queries, organizations and individuals must provide a clear explanation of the reasons to the superior authority. If the reason is due to subjective factors, organizations and individuals must be subject to handling as stipulated in Article 4 of this Circular.

Chapter VI

IMPLEMENTATION

Article 18. Implementation Organization

This Circular takes effect from January 5, 2014, and replaces Circular No. 29/2005/TT-BTC dated April 14, 2005, of the Ministry of Finance guiding the Financial Disclosure Regulation of State-Owned Enterprises.

During the implementation process, if there are difficulties or obstacles, units are requested to promptly reflect them to the Ministry of Finance for guidance on handling./.