Ministry of the Treasury CORPORATE GOVERNANCE IN STATE OWNED COMPANIES THE POLISH EXPERIENCE Anita Ryng.
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Transcript Ministry of the Treasury CORPORATE GOVERNANCE IN STATE OWNED COMPANIES THE POLISH EXPERIENCE Anita Ryng.
Ministry of the Treasury
CORPORATE GOVERNANCE IN
STATE OWNED COMPANIES
THE POLISH EXPERIENCE
Anita Ryng
State owned assets in numbers
•1519 State Treasury corporations
0%-50% 967
50%-75% 61
75%-99% 38
100%
453
•366 operating state-owned enterprises
(in 113 privatisation advanced)
Institutions
1989 – 1996 Ministry of Privatisation
1996 - Ministry of the Treasury
other ministries (Economy, Infrastructure,
Environment, Culture)
Privatisation Agency: 1997-2001
regional administration
municipalities
Minister as owner
Commercial Companies Code
equal position to any other shareholder
(organisation of the company, GMS, functions
of Supervisory Board and management)
Special regulations in state owned
companies
Act on Powers Vested in the Minister of the
Treasury
Act on Commercialisation and Privatisation
The role of the Ministry
in the supervisory system
Corporate supervision departments
at the Ministry
Participation in General Meetings of
Shareholders
Selection of State representatives on
Supervisory Boards
Communication with companies
Minister as shareholder
Companies with 100% state ownership:
Minister acts as the General Meeting of
Shareholders
State as a minority shareholder:
representative of the Ministry participates in
GMS as any other shareholder
Detailed instructions for every agenda item
The role of the Ministry
in the supervisory system
Control and ownership functions in State
companies exercised through Supervisory
Boards
Permanent supervision over the activity of the
enterprise
Selection procedures for State representatives
at Supervisory Boards
Supervisory Board as an
ownership control body
Appoints members of the Management Board in the
company and specifies their remuneration
Monitors and controls MB decisions important for the
company, evaluates the economic and financial
situation of the company along with MB performance
Enforces timely implementation of disclosure
obligations towards the Ministry of the Treasury
Grants the Management Board permission to make
decisions of key importance for the company
Co-operates with the auditor and monitors the
auditing process
Communication between
the Ministry and the companies
Objectives:
performance assessment of statutory bodies
reaction to any negative developments
launch of recovery activities
System:
questionnaires submitted by companies
(financial situation of the company,
remuneration policy, financial credibility,
potential risks)
Communication between
the Ministry and board members
Corporate Governance Principles
Annual guidelines for preparation of financial
reports
Regular meetings and training
Annual performance assessment of SB
members appointed by the Treasury
Minister of the Treasury
Minister as a member of the government
Annual reports for government and
parliament
on the performance of SOEs –
on the value of state owned assets
Privatisation Lines and Report on
Privatisation
Centralised State ownership
Minister – strong
position in the
government
Uniform principles
for management of
state assets
Conflict between
supervision and
privatisation
Large number of
supervised entities
Necessity to coordinate economic
policy with the
Minister of Economy
State ownership versus tasks of
the regulator
Regulatory authorities – regulations
binding for entire sectors, irrespectively
of the form of ownership
Energy
Telecommunications
Media
Aviation
Banking sector
Corporate supervision vis-a-vis
tasks pertaining to privatisation
Supervision and privatisation within one
office
No scope for conflict (rivalry)
Temptation to maintain the status quo
When to privatise?
Which entities?
Flow of information
State as owner - Corporate
governance objectives
operational effectiveness
efficient management
increased value of Treasury companies
economic policies of the state
effective privatisation
transparency of Treasury companies
OWNERSHIP POLICY
OBJECTIVES
Result for policies of particular
governments
improved value of state entities
restructuring (subsidies)
privatisation
establishment of ‘national champions’
OWNERSHIP POLICY
OBJECTIVES
Should be clearly defined
Determination which entities will remain
state-owned and why
State sector: effective and transparent
management
Quality of service
Public goals and polictical objectives