Decree No. 81/2015/ND-CP on Information Disclosure of State-Owned Enterprises

DECREE

Regarding the disclosure of information by state-owned enterprises.specialized agency under the People's Committee of the province/city.

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

Based on the Accounting Law dated June 17, 2003;

Based on the Statistics Law dated June 17, 2003;

Based on the Enterprise Law dated November 26, 2014;

On the basis of the Investment Law dated November 26, 2014;

Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

At the proposal of the Minister of Planning and Investment,

The Government issues this Decree on the disclosure of information by state-owned enterprises.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the contents, procedures, formalities, and responsibilities for the disclosure of information by state-owned enterprises.

Article 2. Applicability

1. State representative bodies of owners.

2. State-owned enterprises.

3. Agencies, organizations, and individuals related to the disclosure of information by state-owned enterprises.

4. State-owned enterprises directly serving national defense and security, and state-owned enterprises combining economic activities with national defense and security shall disclose information in accordance with the Government's regulations on the organization and operation of national defense and security enterprises.

5. Enterprises operating in the financial, banking, insurance, lottery, and securities sectors shall disclose information in accordance with specialized laws and this Decree.

Article 3. Explanation of Terms

2. Self-generated and self-consumed electricity is electricity produced and consumed by an organization or individual to serve their own needs.

1. "State-owned enterprise" refers to an enterprise wholly owned by the State (hereinafter referred to as the enterprise), including:

a) A single-member limited liability company wholly owned by the State that is the parent company of a state economic group, a state corporation, or a group of parent companies and subsidiaries;

b) An independent single-member limited liability company wholly owned by the State.

2. "Working day" means working days in a week according to administrative hours, excluding holidays and public holidays as prescribed by the Labor Code.

3. "Force majeure" refers to situations where state-owned enterprises cannot control the occurrence of such events or cannot establish reasonable measures to prevent their occurrence or mitigate losses when they occur.

Article 4. Requirements for Disclosure of Information

1. The disclosure of information by state-owned enterprises aims to ensure transparency and openness regarding the operations of the enterprise, ensuring effectiveness and efficiency in the management and supervision of state agencies and society over state-owned enterprises.

2. Information must be disclosed fully, accurately, and promptly as prescribed by law. The disclosure of information shall be carried out by the legal representative of the enterprise or the authorized person to disclose information. The enterprise, directly the legal representative or the authorized person, shall be responsible for the completeness, timeliness, truthfulness, and accuracy of the disclosed information.

3. In cases where there is more than one (01) legal representative, the enterprise shall notify the state representative body of owners and the Ministry of Planning and Investment, and simultaneously publish on the enterprise's website or electronic portal about the legal representative disclosing information as per Appendix I attached to this Decree.

4. In cases where the enterprise discloses information through an authorized person to disclose information, the enterprise must send an authorization notification to disclose information to the state representative body of owners and the Ministry of Planning and Investment as per Appendix II attached to this Decree. The authorized person to disclose information must be someone with the authority to sign and stamp according to the internal regulations of the enterprise.

5. In cases where the disclosed information contains errors or inaccuracies affecting the reputation of the enterprise, the legal representative or the authorized person to disclose information must confirm and adjust the changed information or correct it within twenty-four (24) hours from receiving the information or upon request of the management agency. In cases of changes to the disclosed information, the enterprise must submit a written report explaining the changes to the state representative body of owners.

Article 5. Means and Forms of Information Disclosure

1. The forms of information disclosure include: Written documents and electronic data.

2. The date of submission for information disclosure contents is the day the document arrives at the competent authority, the fax sending date, the email sending date, or the date the information is published on the company's website or portal. The date of public disclosure of information is the date the information appears on the means of information disclosure.

3. Information disclosure must be carried out simultaneously through the following means of information disclosure:

a) For enterprises, the means of information disclosure include: Written reports, company websites or portals, publications, and other mass media as prescribed by law;

b) For state-owned enterprise representatives, the means of information disclosure include: Information reception systems, company websites or portals, publications, and other mass media as prescribed by law;

c) For the Ministry of Planning and Investment, the means of information disclosure include: Information reception systems, the Ministry’s Business Portal (http://www.business.gov.vn), publications, and other mass media as prescribed by law.

4. The disclosure of information through other mass media shall be regulated by the state-owned enterprise representatives.

5. Other reports and publications of the enterprise, the Supervisory Board, Supervisors, and the state-owned enterprise representative of the enterprise shall be implemented according to the regulations of the state-owned enterprise representative.

Article 6. Language of Information Disclosure

The language for implementing information disclosure by enterprises is Vietnamese. In cases where additional information disclosure is required in another language, the language for implementing information disclosure includes Vietnamese and the other language as prescribed.

Article 7. Temporary Suspension of Information Disclosure

1. In cases where information disclosure cannot be completed within the deadline due to force majeure reasons, the enterprise must report to the state-owned enterprise representative and must disclose the information immediately after the force majeure event is resolved.

2. The temporary suspension of information disclosure must be announced on the enterprise's means of information disclosure (company websites or portals, other publications), and the enterprise must report to the state-owned enterprise representative the reasons for the temporary suspension of information disclosure. The enterprise must submit a request for temporary suspension of information disclosure to the state-owned enterprise representative no later than five (05) working days after the occurrence of the force majeure event.

3. The state-owned enterprise representative must review, evaluate, and approve the temporary suspension of information disclosure within five (05) working days from the date of receipt of the enterprise's request for temporary suspension of information disclosure and notify the Ministry of Planning and Investment for general monitoring and supervision.

Article 8. Adjustment of Disclosed Information Content

In cases where adjustments to disclosed information content are necessary, the enterprise is responsible for amending and updating the information on its website or portal within five (05) working days after the adjusted content is approved. The enterprise is responsible for submitting the adjusted information content to the state-owned enterprise representative and the Ministry of Planning and Investment within five (05) working days after the adjusted content is approved to implement the information posting as stipulated in Article 10 of this Decree.

Article 9. Preservation and Retention of Information

Announced information must be maintained on the company's portal or website for a minimum of five (05) years. The enterprise that publishes information shall implement the preservation and retention of reported and published information in accordance with the provisions of the law.

Chapter II

PERIODIC INFORMATION DISCLOSURE BY ENTERPRISES

Article 10. Information to be Disclosed Periodically

1. Enterprises must periodically disclose the following information:

a) The enterprise’s development strategy;

b) The enterprise’s production and business plan and investment development plan for five (05) years;

c) The enterprise’s annual production and business plan and investment development plan;

d) Report on the assessment of the results of implementing the annual production and business plan and the three (03) most recent years up to the reporting year;

đ) Report on the results of implementing public service tasks and other social responsibilities (if any);

e) Report on the implementation of enterprise restructuring and modernization annually;

g) Report on the current corporate governance and organizational structure of the enterprise;

h) The enterprise’s semi-annual financial report and annual financial report;

i) Report on the wage and bonus system of the enterprise.

2. For strategies, production and business plans, and investments containing important contents related to or affecting national security secrets and business secrets, enterprises shall report to the state-owned enterprise representative body to decide on disclosure to avoid abuse of confidentiality regulations that limit the transparency and openness of production and business plans and investments.

3. The state-owned enterprise representative body, the Board of Members, or the Chairman of the company has the responsibility to approve the disclosed information content of state-owned enterprises within their authority; ensuring the transparency, openness, and timeliness of the disclosed information.

Article 11. Disclosure of Enterprise Development Strategy

1. Enterprises have the responsibility to build and submit to the state-owned enterprise representative body for approval the enterprise’s development strategy not later than September 30 of the first year in the strategic planning period, with basic contents such as: viewpoints, development orientation, goals, tasks, and solutions to achieve these goals. The state-owned enterprise representative body approves the enterprise’s development strategy not later than December 31 of the first year in the strategic planning period.

2. Within five (05) working days from the date of approval of the enterprise’s development strategy, the enterprise shall disclose the strategy on its portal or website and simultaneously send it to the Ministry of Planning and Investment for publication as prescribed.

3. The state-owned enterprise representative body shall disclose the enterprise’s development strategy on its portal or website within five (05) working days from the date of approval of the enterprise’s development strategy.

4. The Ministry of Planning and Investment shall disclose the enterprise’s development strategy on the Ministry’s Business Portal (http://www.business.gov.vn) within five (05) working days from the date of receipt of the enterprise’s development strategy.

Article 12. Announcement of the five-year business production and development plan of the enterprise

1. The enterprise shall be responsible for building and submitting to the state-owned enterprise representative body for approval the five-year business production and development plan not later than September 30 of the first year of the planning period according to the contents specified in Appendix III attached to this Decree. The state-owned enterprise representative body shall approve the five-year business production and development plan of the enterprise not later than December 31 of the first year of the planning period.

2. Within five (5) working days from the date the five-year business production and development plan of the enterprise is approved by the state-owned enterprise representative body, the enterprise shall announce the plan on its website or electronic information portal and send it to the Ministry of Planning and Investment for announcement as prescribed.

3. The state-owned enterprise representative body shall announce the five-year business production and development plan of the enterprise on its website or electronic information portal within five (5) working days from the date of approval of the plan.

4. The Ministry of Planning and Investment shall announce the five-year business production and development plan of the enterprise on the Ministry’s business portal (http://www.business.gov.vn) within five (5) working days from the date of receipt of the plan.

Article 13. Announcement of the annual business production and development plan of the enterprise

1. The enterprise shall be responsible for building and submitting to the state-owned enterprise representative body for approval the annual business production and development plan according to the contents specified in Appendix IV attached to this Decree.

2. Within five (5) working days from the date the annual business production and development plan of the enterprise is approved by the state-owned enterprise representative body, the enterprise shall announce the plan on its website or electronic information portal and send it to the Ministry of Planning and Investment for announcement as prescribed. The deadline for announcing the annual business production and development plan of the enterprise shall not be later than March 31 of the year implementing the plan.

3. The state-owned enterprise representative body shall announce the annual business production and development plan of the enterprise on its website or electronic information portal within five (5) working days from the date of approval of the plan.

4. The Ministry of Planning and Investment shall announce the annual business production and development plan of the enterprise on the Ministry’s business portal (http://www.business.gov.vn) within five (5) working days from the date of receipt of the plan from the enterprise.

Article 14. Announcement of the report evaluating the results of the implementation of the annual business production and development plan and the three (3) most recent years up to the reporting year

1. The enterprise must build a report evaluating the results of the implementation of the annual business production and development plan and the three (3) most recent years up to the reporting year according to the contents specified in Appendix V attached to this Decree. The evaluation report must include comments and analysis of the situation and results of business operations of the enterprise up to the reporting date and measures to maintain and improve the effectiveness of business operations in the following year.

2. The enterprise shall announce on its website or electronic information portal the report evaluating the results of the implementation of the annual business production and development plan and the three (3) most recent years, and simultaneously send the report to the state-owned enterprise representative body and the Ministry of Planning and Investment for announcement as prescribed. The deadline for announcing and sending the report to the state-owned enterprise representative body and the Ministry of Planning and Investment shall not be later than June 20 of the year following the year of the report.

3. The state-owned enterprise representative body shall announce the report evaluating the results of the implementation of the annual business production and development plan and the three (3) most recent years on its website or electronic information portal within five (5) working days from the date of receipt of the report from the enterprise.

4. The Ministry of Planning and Investment shall announce the report evaluating the results of the implementation of the annual business production and development plan and the three (3) most recent years on the Ministry’s business portal (http://www.business.gov.vn) within five (5) working days from the date of receipt of the report from the enterprise.

Article 15. Publishing reports on the results of performing public interest tasks and other social responsibilities (if any)

1. Enterprises must prepare reports on the results of performing public interest tasks and other social responsibilities (if any) in accordance with the contents specified in Appendix VI attached to this Decree. Enterprises shall publish such reports on their corporate website or online information portal, and simultaneously submit the reports to the state-owned enterprise representative agency and the Ministry of Planning and Investment for publication in accordance with regulations. The deadline for publishing and submitting the report to the state-owned enterprise representative agency and the Ministry of Planning and Investment shall not be later than June 20 of the following year.

2. The state-owned enterprise representative agency shall publish reports on the results of performing public interest tasks and other social responsibilities (if any) on its corporate website or online information portal within five (5) working days from the date of receipt of the enterprise's report.

3. The Ministry of Planning and Investment shall publish reports on the results of performing public interest tasks and other social responsibilities (if any) on the Ministry’s business portal (http://www.business.gov.vn) within five (5) working days from the date of receipt of the enterprise's report.

Article 16. Publishing annual situation reports on enterprise restructuring and modernization

1. Enterprises must prepare annual situation reports on enterprise restructuring and modernization in accordance with the contents specified in Appendix VII attached to this Decree. Such annual situation reports should include analyses and assessments of enterprise restructuring and modernization activities during the year, reports and plans for restructuring in the next year; anticipated levels of completion and measures to ensure progress according to the approved plan by the Prime Minister.

2. Enterprises shall publish annual situation reports on enterprise restructuring and modernization on their corporate website or online information portal, and simultaneously submit the reports to the state-owned enterprise representative agency and the Ministry of Planning and Investment for publication in accordance with regulations. The deadline for publishing and submitting the report to the state-owned enterprise representative agency and the Ministry of Planning and Investment shall not be later than March 31 of the following year.

3. The state-owned enterprise representative agency shall publish annual situation reports on enterprise restructuring and modernization on its corporate website or online information portal within five (5) working days from the date of receipt of the enterprise's report.

4. The Ministry of Planning and Investment shall publish annual situation reports on enterprise restructuring and modernization on the Ministry’s business portal (http://www.business.gov.vn) within five (5) working days from the date of receipt of the enterprise's report.

Article 17. Publishing reports on the current status of corporate governance and organizational structure of enterprises

1. Enterprises must prepare reports on the current status of corporate governance and organizational structure of enterprises in accordance with the contents specified in Appendix VIII attached to this Decree. Enterprises shall publish such reports on their corporate website or online information portal, and simultaneously submit the reports to the state-owned enterprise representative agency and the Ministry of Planning and Investment for publication in accordance with regulations. The deadline for publishing and submitting the report to the state-owned enterprise representative agency and the Ministry of Planning and Investment shall not be later than June 20 of the following year.

2. The state-owned enterprise representative agency shall publish reports on the current status of corporate governance and organizational structure of enterprises on its corporate website or online information portal within five (5) working days from the date of receipt of the enterprise's report.

3. The Ministry of Planning and Investment shall publish reports on the current status of corporate governance and organizational structure of enterprises on the Ministry’s business portal (http://www.business.gov.vn) within five (5) working days from the date of receipt of the enterprise's report.

Article 18. Publication of Corporate Financial Reports

1. Enterprises must prepare semi-annual financial reports and annual financial reports in accordance with the contents specified in Appendix IX attached to this Decree. Enterprises shall publish these reports on their corporate website or electronic information portal, including the audited semi-annual financial report and annual financial report, and simultaneously submit them to the State-owned enterprise representative body and the Ministry of Planning and Investment for publication in accordance with regulations. The deadline for submitting the semi-annual financial report to the State-owned enterprise representative body and the Ministry of Planning and Investment shall not be later than August 15 of the reporting year, while the deadline for submitting the annual financial report shall not be later than May 31 of the following year.

2. The State-owned enterprise representative body shall publish the semi-annual and annual financial reports of enterprises on its website or electronic information portal within five working days from the date of receipt of the financial reports of the enterprises.

3. The Ministry of Planning and Investment shall publish the semi-annual and annual financial reports of enterprises on the Ministry's business portal (http://www.business.gov.vn) within five working days from the date of receipt of the financial reports of the enterprises.

Article 19. Publication of Salary and Bonus Systems of Enterprises

1. Enterprises must prepare reports on the salary and bonus systems of the enterprise in accordance with the contents specified in Appendix X attached to this Decree. Enterprises shall publish these reports on their corporate website or electronic information portal, and simultaneously submit them to the State-owned enterprise representative body and the Ministry of Planning and Investment for publication in accordance with regulations. The deadline for submitting the reports to the State-owned enterprise representative body and the Ministry of Planning and Investment shall not be later than March 31 of the following year.

2. The State-owned enterprise representative body shall publish the reports on the salary and bonus systems of enterprises on its website or electronic information portal within five working days from the date of receipt of the reports of the enterprises.

3. The Ministry of Planning and Investment shall publish the reports on the salary and bonus systems of enterprises on the Ministry's business portal (http://www.business.gov.vn) within five working days from the date of receipt of the reports of the enterprises.

Chapter III

UNUSUAL INFORMATION DISCLOSURE BY ENTERPRISES

Article 20. Information that Must Be Disclosed Unusually

When any of the events specified in Clause 1, Article 109 of the Enterprise Law dated November 26, 2014 occur, enterprises must report to the State-owned enterprise representative body and publicly disclose such unusual information.

Article 21. Procedures, Formalities, and Responsibilities for Disclosure of Unusual Information

1. Upon occurrence of any of the circumstances specified in Clause 1, Article 109 of the Enterprise Law, enterprises must publish the information on their corporate website or electronic information portal, in publications (if any), and publicly post it at their main office and business locations. The deadline for reporting unusual information to the State-owned enterprise representative body and the Ministry of Planning and Investment shall not be later than 24 hours, and the deadline for publicly disclosing unusual information shall not be later than 36 hours from the time of the event.

2. The State-owned enterprise representative body shall publish the unusual information of enterprises on its website or electronic information portal immediately upon receipt of the report from the enterprises.

3. The Ministry of Planning and Investment shall publish the unusual information of enterprises on the Ministry's business portal (http://www.business.gov.vn) immediately upon receipt of the report from the enterprises.

Chapter IV

IMPLEMENTATION AND EFFECTIVE PROVISIONS

Article 22. Implementation of Information Disclosure

1. Responsibilities of enterprises:

a) The Board of Members or the Chairman of the company shall be responsible for establishing the information disclosure regulations of the enterprise in accordance with this Decree, specifying the authority, responsibilities, and assignment of tasks to relevant individuals and departments, reporting to the state-owned enterprise representative body for supervision and urging implementation.

b) At the latest six (06) months from the date this Decree takes effect, the enterprise shall be responsible for building and maintaining its corporate website or electronic information portal to ensure compliance with the information disclosure requirements set forth in this Decree. The corporate website or electronic information portal must have a dedicated section for information disclosure, including contents such as the enterprise charter, corporate governance regulations (if any), list of Board of Members or the Chairman of the company, Supervisory Board or Supervisor, General Director or Director, Deputy General Director or Deputy Director, and periodic and extraordinary information that must be disclosed according to the provisions of this Decree.

2. Responsibilities of the state-owned enterprise representative body:

a) Receiving and disclosing information in accordance with the provisions of this Decree. The state-owned enterprise representative body's website or electronic information portal must have a dedicated section for enterprise information disclosure. The state-owned enterprise representative body is responsible for timely posting of enterprise information disclosure, ensuring easy and convenient access to the disclosed information.

b) Inspecting, supervising, and monitoring the implementation of information disclosure by enterprises under its management to ensure compliance with the requirements stipulated in this Decree.

3. Responsibilities of the Ministry of Planning and Investment:

a) Maintaining the Ministry’s Corporate Information Portal (http://www.business.gov.vn) to ensure the reception and disclosure of enterprise information in accordance with the provisions of this Decree. The Ministry’s Corporate Information Portal must have a dedicated section for enterprise information disclosure.

b) Compiling and publicly posting the contents of enterprise information disclosure on the Ministry’s Corporate Information Portal (http://www.business.gov.vn). Ensuring easy and convenient access to the disclosed information. In addition to textual disclosures, electronic information disclosures from enterprises should be sent to the email address [email protected].

Article 23. Handling Violations of Information Disclosure

1. For Enterprises:

a) The state-owned enterprise representative body shall apply reprimand or warning measures against enterprise managers in cases of violations such as: Failure to implement or incomplete, untimely implementation of information disclosure regulations; false content in information disclosure as stipulated in this Decree.

b) Enterprises violating information disclosure regulations as stipulated in this Decree will be subject to administrative penalties in accordance with the Government’s Decree on Administrative Penalties in the field of planning and investment.

c) In cases where enterprise violations of information disclosure regulations as stipulated in this Decree lead to the state-owned enterprise representative body not being able to promptly issue guidance, recommendations, and solutions, resulting in the enterprise's operations becoming difficult, causing state capital losses, the state-owned enterprise representative body shall apply disciplinary measures ranging from demotion to dismissal, and recommend criminal prosecution of enterprise managers to competent authorities.

2. The state-owned enterprise representative body shall be accountable to the Government for failing to fully implement responsibilities for urging, supervising, inspecting, and auditing enterprise information disclosure as stipulated in this Decree; failing to timely and publicly post periodic and extraordinary information of managed enterprises on their websites or electronic information portals.

3. In cases where enterprises fail to fully disclose information in accordance with the provisions of this Decree; delaying information disclosure by twenty (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 notifying the state-owned enterprise representative body to urge compliance, while simultaneously reporting to the Prime Minister a list of enterprises failing to fulfill their information disclosure obligations as required.

Article 24. Effective Date

This Decree takes effect from November 5, 2015.

Decision No. 36/2014/QĐ-TTg dated June 18, 2014 of the Prime Minister on the issuance of the Information Disclosure Regulations for State-Owned Limited Liability Companies ceases to be effective from the date this Decree takes effect.

Article 25. Responsibilities for Implementation

1. The Ministry of Planning and Investment and the state-owned enterprise representative body shall ensure funding from the state budget to upgrade, maintain, and operate their websites or electronic information portals to ensure compliance with the information disclosure requirements of this Decree.

2. The state-owned enterprise representative body shall be responsible for urging enterprises to fully comply with the information disclosure regulations stipulated in this Decree. During implementation, if there are difficulties or obstacles, they should report to the Ministry of Planning and Investment for consolidation and reporting to the Prime Minister for consideration and resolution in accordance with regulations.

3. Ministries, provincial people's committees, centrally-administered city people's committees, state-owned enterprises, and related organizations and individuals shall be responsible for implementing this Decree.

4. Wholly-owned subsidiaries of state economic groups and state-owned corporations shall implement information disclosure in accordance with this Decree.

5. Annually, the Ministry of Planning and Investment shall be responsible for monitoring and urging ministries, sectors, localities, state economic groups, and state-owned corporations to implement this Decree, and periodically compiling the situation of state-owned enterprise information disclosure, reporting to the Prime Minister as prescribed./.