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TitleCorporate Governance of Stae-Owned Enterprises
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Total Pages391
Table of Contents
Introduction to the Toolkit
Executive Summary
1. Context and Overview
	Past SOE Reforms
	Role and Importance of SOEs
	SOE Performance and Impacts
	Corporate Governance Challenges in SOEs
	The Benefits of Good Corporate Governance
	Framework for Corporate Governance Reform
2. Legal and Regulatory Framework
	Key Concepts and Definitions
	Overview of SOE Legal Forms and Frameworks
	Key Issues in the SOE Legal Framework
	Harmonizing SOE Frameworks with Private Sector Frameworks
	Developing a State Ownership Framework for SOEs
3. State Ownership Arrangements
	Key Concepts and Definitions
	Overview of Ownership Arrangements
	Improving Traditional Ownership Arrangements
	Creating Advisory or Coordinating Bodies
	Centralizing the State’s Ownership Functions
	Ensuring the Effectiveness of Ownership Arrangements
4. Performance Monitoring
	Key Concepts and Definitions
	Objectives of a Performance-Monitoring System
	Obtaining Baseline Information
	Setting Mandates, Strategies, and Objectives
	Structuring Performance Agreements
	Developing Performance Indicators and Targets
5. Financial and Fiscal Discipline
	Key Concepts and Definitions
	Reducing Preferential Access to Financing
	Identifying and Separating Out Public Service Obligations
	Managing the Fiscal Burden and Fiscal Risk of SOEs
6. Board of Directors
	Key Concepts and Definitions
	Professionalizing Board Composition
	Defining and Implementing Board Responsibilities
	Enhancing Board Professionalism
	Setting Board Remuneration and Evaluation
	Providing Board Director Training
7. Transparency, Disclosure, and Controls
	Key Concepts and Definitions
	Guiding Principles
	Improving SOE Reporting and Disclosure
	Improving the Control Environment
	Undertaking an Independent External Audit
8. Special Issues in Mixed-Ownership Companies
	Key Concepts and Definitions
	Overview of Issues in Mixed Ownership Companies
	Overseeing State Minority Shares
	Protecting the Basic Rights of Minority Shareholders
	Promoting Shareholder Participation
9. Implementing Reform
	Contextualizing Reform
	Paying Attention to the Reform Process
Appendix A: Country-Level Tools: Instruction Sheet
Appendix B: Country-Level Tools: Assessment Questionnaire
	Glossary of Key Terms
Appendix C: Country-Level Tools: Sample Survey Instrument
	Company Identification Data
Appendix D: Company-Level Tools: Instruction Sheet
Appendix E: Company-Level Tools: State-Owned Enterprise Progression Matrix
Appendix F: Company-Level Tools: Information Request List and Interview Guide
	Financial Discipline
	Board of Directors
	Transparency, Disclosure, and Controls
	Treatment of Minority Shareholders
	Commitment to Corporate Governance
Appendix G: Company Level Tools: Sample Company-Level Corporate Governance Improvement Program
	State-Owned Enterprise Company
	4A Examples of Key Performance Indicators for the Water Sector
	6A IFC–World Bank Progression Matrix for State-Owned Enterprises: Structure and Functioning of the Board
	6B Guidelines for Centralized Management of the Board Nomination Process
	6C Advantages and Disadvantages of Different Approaches to Board Evaluation
	7A IFC–World Bank Progression Matrix for SOEs: Transparency, Disclosure, Control Environment
	8A IFC–World Bank Progression Matrix for State-Owned Enterprises: Shareholder Rights
	9A IFC–World Bank Progression Matrix for SOEs: Commitment to Corporate Governance
	1.1 The Still Substantial Role of SOEs in Major Emerging Market Economies
	1.2 Expanded State Ownership through Nationalization and
	1.3 Summary of the OECD’s Guidelines on Corporate Governance of SOEs
	2.1 Varied Definitions of SOEs and the Parastatal Sector
	2.2 Application of Constitutional and Supranational Law
	2.3 Countries with General Public Enterprise or SOE Laws
	2.4 Countries with SOEs under Company Legislation
	2.5 Employee Outcomes during Corporatization in France
	2.6 New Zealand Rail: From Civil Servants to Private Employees
	2.7 The United Kingdom’s Principles of Competitive Neutrality in Procurement Processes for Custodial Services
	2.8 The Listing of Petrobras on the Brazilian Stock Exchange
	2.9 Examples of Countries with Modernized State Ownership Laws
	2.10 The Philippines Government-Owned and Controlled Corporation Governance Act
	2.11 Decree for Improving the Governance of State-Owned Banks in Tunisia
	2.12 New Legal Framework for Chile’s Codelco
	2.13 Summary of Norway’s Ownership Policy
	2.14 Summary of Bhutan’s Ownership Policy
	2.15 Corporate Governance Scorecard in the Philippines
	2.16 Steps in Developing an SOE Governance Code
	3.1 Challenges and Constraints of Advisory Bodies in India and the United Kingdom
	3.2 Separation of Ownership and Regulation
	3.3 A Separate Ministry for State-Owned Enterprises in Indonesia
	3.4 The Mission of the French Government Shareholding Agency
	3.5 A Specialized Ownership Agency in China
	3.6 A State Holding Company in Hungary
	3.7 An Investment Company in Malaysia
	3.8 A Sovereign Wealth Fund in Bahrain
	3.9 Key Lessons from GCC Countries in Achieving Political Insulation
	4.1 Mandates in State-Owned Development Banks
	4.2 Past Experience with Performance Contracts
	4.3 Using Task Forces to Help in Performance Management in India
	4.4 Guidelines for Performance Agreements and Indicators in New Zealand
	4.5 Measuring Economic Value Added
	5.1 Taxing Finnish and Norwegian SOEs
	5.2 Italian Public Service Agreements
	5.3 Managing the Impact of SOEs on Fiscal Discipline: An Investigation of the International Monetary Fund
	5.4 Estimating Fiscal Risks of SOEs
	5.5 Good Practices for Institutional Arrangements and Reporting Mechanisms for SOE Debt
	6.1 Duties of Care and Loyalty: Implications for SOE Board Members
	6.2 Employee Representation on SOE Boards in OECD Countries
	6.3 A Detailed Definition of an Independent Board Member
	6.4 Developing a Board Skills Profile
	6.5 A Formal Advisory Body for Board Nominations: The New Zealand Example
	6.6 Board Nominations in Four State-Owned Development Banks
	6.7 Key Responsibilities of a Conventional Board
	6.8 Delineation of SOE Board Responsibilities in South Africa
	6.9 Delegating Decision-Making Powers to SOE Boards in India
	6.10 Codes of Conduct for Central Public Sector Enterprises in India
	6.11 Establishing an Audit Committee
	6.12 The Role and Composition of Remuneration and Nomination Committees
	6.13 Compensation Framework for Government-Linked Corporations in Malaysia
	7.1 Stock Market Listing Can Lead to Increased Transparency
	7.2 OECD Guidelines on Disclosure
	7.3 Integrated Reporting in Practice: The Case of ESKOM in South Africa
	7.4 Risk Management Guidance for Companies Linked to the Malaysian Government
	7.5 How São Paulo’s Sabesp Used Internal Auditing to Improve the Control Environment
	9.1 SOE Corporate Governance Reforms in India
	9.2 Strengthening SOE Oversight and Transparency in Paraguay, 2008–13
	1.1 Key Stakeholders in Corporate Governance
	7.1 Main Actors in the Control Environment
	2.1 Examples of SOE Ownership Policies
	3.1 Examples of SOE Advisory and Coordinating Bodies
	3.2 Types of Centralized Ownership Arrangements
	4.1 Indicators for Monitoring Different Dimensions of SOE Financial Performance
	4.2 Nonfinancial Indicators Most Commonly Cited by Large Firms in Canada and the United States
	5.1 Criteria for Assessing Fiscal Risks of SOEs
	5.2 Examples of Controls over SOE Indebtedness
	6.1 Qualification Requirements for Board Directors
	B6.9.1 Thresholds Triggering Requirement for Ministry Approval of SOE Actions, India
	7.1 Main International Standards on Transparency, Disclosure, and Controls
	9.1 Classification of the State-Owned Enterprise Sector in the

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