Decree No. 81/2015/ND-CP dated September 18, 2015 of the Government on disclosure of information of state enterprises

DECREE

On disclosure of information of state enterprises[1]

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

Pursuant to the June 17, 2003 Law on Accounting;

Pursuant to the June 17, 2003 Law on Statistics;

Pursuant to the November 26, 2014 Law on Enterprises;

Pursuant to the November 26, 2014 Law on Investment;

Pursuant to the November 26, 2014 Law on Management and Use of State Capital invested in Production and Business at Enterprises;

At the proposal of the Minister of Planning and Investment,

The Government promulgates the Decree on disclosure of information of state enterprises.

Chapter I

GENERAL PROVISIONS

Article 1.Scope of regulation

This Decree prescribes the contents, order, procedures and responsibility for disclosure of information of state enterprises.

Article 2.Subjects of application

1. Agencies representing the state owner.

2. State enterprises.

3. Agencies, organizations and individuals involved in disclosure of information of state enterprises.

4. State enterprises directly serving national defense and security and state enterprises both conducting economic activities and serving national defense and security shall disclose information under the Government’s regulations on organization of management and operation of national defense and security enterprises.

5. Finance, banking, insurance, lottery or securities enterprises shall disclose information in accordance with specialized laws and this Decree.

Article 3.Interpretation of terms

In this Decree, the terms below are construed as follows:

1. State enterprise means an enterprise having 100% charter capital held by the State (below referred to as enterprises), including:

a/ Single-member limited liability companies with 100% charter capital held by the State that are parent companies of state economic groups, state corporations or parent-subsidiary conglomerates;

b/ Independent single-member limited liability companies with 100% charter capital held by the State.

2. Working day means all working days in a week under regulations on working time, excluding weekends and holidays prescribed in the Labor Law.

3.Force majeureevent means a case where an enterprise is incapable of controlling the occurrence of such event, or of working out reasonable measures to prevent the occurrence of such event or to limit damage caused by such event.

Article 4.Requirements on information disclosure

1. Disclosure of information of enterprises aims to meet the requirements on publicity and transparency of the operation of enterprises and ensure effectiveness and effect in the management and supervision of enterprises by state agencies and the society.

2. Information disclosure must ensure completeness, accuracy and timeliness in accordance with law. Information shall be disclosed by at-law representatives of enterprises or authorized persons. Enterprises, first of all their at-law representatives or authorized persons, shall take responsibility for the completeness, timeliness, truthfulness and accuracy of the disclosed information.

3. An enterprise that has more than one at-law representative shall notify the one who shall disclose information according to Appendix I to this Decree to the agency representing the state owner and the Ministry of Planning and Investment and, at the same time, post this notice on its portal or website.

4. If wishing to disclose information through an authorized person, an enterprise shall send a notice of such authorization to the agency representing the state owner and the Ministry of Planning and Investment, made according to Appendix II to this Decree. The person authorized to disclose information shall be the one having the competence to sign and append a seal according to the enterprise’s internal regulations.

5. If the disclosed information is erroneous or inaccurate, thus affecting the prestige of the enterprise, the enterprise’s at-law representative or authorized person shall certify such error or inaccuracy and modify or correct the information within twenty-four (24) hours after receiving such information or the request of the managing agency. In case of any change in the disclosed information, the enterprise shall send an explanatory report to the agency representing the state owner.

Article 5.Media and forms of information disclosure

1. Information may be disclosed in writing and electronic form.

2. The date of submission of to-be-disclosed information is the date the document reaches the competent agency, the date of sending it by fax or email, or the date of posting the information on the portal or website of an enterprise. The date of information publicization is the date the information appears in media of information disclosure.

3. Information shall be disclosed simultaneously in the following media of information disclosure:

a/ Written report, portal or website, printed publication and other mass media as prescribed by law, for enterprises;

b/ Information receipt system, portal or website, printed publication and other mass media as prescribed by law, for agencies representing the state owner;

c/ Information receipt system, the Ministry’s Business Portal (http://www.business.gov.vn), printed publication and other mass media as prescribed by law, for the Ministry of Planning and Investment.

4. Information disclosure in other mass media shall be prescribed by agencies representing the state owner.

5. Other reports and printed publications of enterprises, Supervisory Boards, Supervisors and agencies representing the state owner of enterprises must comply with regulations of agencies representing the state owner.

Article 6.Language of information disclosure

The language of information disclosure is Vietnamese. If information disclosure is prescribed to be additionally presented in another language, the languages of information disclosure include Vietnamese and another language as prescribed.

Article 7.Delay of information disclosure

1. In case information disclosure cannot be conducted on schedule due to aforce majeureevent, an enterprise shall report such event to the agency representing the state owner and disclose information immediately after this event is remedied.

2. Delay of information disclosure shall be announced in information disclosure media of an enterprise (portal or website and other printed publications). At the same time, the enterprise shall report the reason for such delay to the agency representing the state owner. The enterprise shall send a request for permission for delay of information disclosure to the agency representing the state owner within five (5) working days after aforce majeureevent occurs.

3. The agency representing the state owner shall consider, assess and accept the delay of information disclosure within five (5) working days after receiving the enterprise’s request and notify such to the Ministry of Planning and Investment for monitoring and supervision.

Article 8.Modification of to-be-disclosed information

If wishing to modify disclosed information, an enterprise shall modify and update information on its portal or website within five (5) working days after the modified information is approved. The enterprise shall send the modified information to the agency representing the state owner and the Ministry of Planning and Investment within five (5) working days after such modified information is approved for posting in accordance with Article 10 of this Decree.

Article 9.Information preservation and storage

Disclosed information shall be maintained on the portal or website of an enterprise for at least five (5) years. Information-disclosing enterprises shall preserve and store the reported and disclosed information in accordance with law.

Chapter II

REGULAR DISCLOSURE OF INFORMATION OF ENTERPRISES

Article 10.Information subject to regular disclosure

1. An enterprise shall regularly disclose the following information:

a/ Its development strategy;

b/ Its five-year production and business and development investment plan;

c/ Its annual production and business and development investment plan;

d/ Assessment report on the result of its implementation of production and business plans for every year and the last three (3) years including the reporting year;

dd/ Report on the result of its performance of public-utility tasks and other social responsibilities (if any);

e/ Report on its annual reorganization and renewal;

g/ Report on its actual governance and organizational structure;

h/ Its financial statements for every six (6) months and every year;

i/ Report on its salary and bonus regimes.

2. For strategies and production and business and investment plans with important contents involving or affecting national secrets or security or business secrets, an enterprise shall report their disclosure to the agency representing the state owner for decision in order to avoid abuse of regulations on secret contents to affect the publicity and transparency of such strategies and plans.

3. The agency representing the state owner, the Members’ Council or company president shall, according to its/his/her competence, approve an enterprise’s information to be disclosed to ensure its publicity, transparency and timeliness.

Article 11.Disclosure of development strategies of enterprises

1. An enterprise shall formulate, and submit to the agency representing the state owner for approval, its development strategy not later than the 30^thof September of the first year of the strategy-formulating period. This strategy must have the following principal contents: development viewpoints and orientations, objectives, and tasks and solutions for attainment of the objectives. The agency representing the state owner shall approve the enterprise’s development strategy not later than the 31^stof December of the first year of the enterprise’s strategy-formulating period.

2. Within five (5) working days after having its development strategy approved, an enterprise shall post this strategy on its portal or website and concurrently send it to the Ministry of Planning and Investment for publicization in accordance with regulations.

3. The agency representing the state owner shall post the enterprise’s development strategy on the agency’s portal or website within five (5) working days after this strategy is approved.

4. The Ministry of Planning and Investment shall post the enterprise’s development strategy on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such strategy.

Article 12.Disclosure of five-year production and business and development investment plans of enterprises

1. An enterprise shall formulate, and submit to the agency representing the state owner for approval, its five-year production and business and development investment plan not later than the 30^thof September of the first year of the planning period, with the contents specified in Appendix III to this Decree. The agency representing the state owner shall approve the enterprise’s five-year production and business and development investment plan not later than the 31^stof December of the first year of the planning period.

2. Within five (5) working days after having its five-year production and business and development investment plan approved by the agency representing the state owner, an enterprise shall post this plan on its portal or website and concurrently send it to the Ministry of Planning and Investment for publicization in accordance with regulations.

3. The agency representing the state owner shall post the enterprise’s five-year production and business and development investment plan on the agency’s portal or website within five (5) working days after this plan is approved.

4. The Ministry of Planning and Investment shall post the enterprise’s five-year production and business and development investment plan on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such plan.

Article 13.Disclosure of annual production and business and development investment plans of enterprises

1. An enterprise shall formulate, and submit to the agency representing the state owner for approval, its annual production and business and development investment plan, with the contents specified in Appendix IV to this Decree.

2. Five (5) working days after having its annual production and business and development investment plan approved by the agency representing the state owner, an enterprise shall post this plan on its portal or website and concurrently send it to the Ministry of Planning and Investment for publicization in accordance with regulations. This plan shall be publicized not later than the 31^stof March of the year of plan implementation.

3. The agency representing the state owner shall post the enterprise’s annual production and business and development investment plan on the agency’s portal or website within five (5) working days after this plan is approved.

4. The Ministry of Planning and Investment shall post the enterprise’s annual production and business and development investment plan on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such plan.

Article 14.Disclosure of assessment reports on the result of implementation of production and business plans for every year and the last (3) years including the reporting year

1. An enterprise shall make an assessment report on the result of its implementation of production and business plans for every year and last three (3) years including the reporting year, with the contents specified in Appendix V to this Decree. This report must include remarks and analyses on the enterprise’s implementation and result of production and business activities by the time of reporting and solutions for maintaining and improving these activities in the subsequent year.

2. An enterprise shall post on its portal or website an assessment report on the result of its implementation of production and business plans for every year and last three (3) years, and concurrently send it to the agency representing the state owner and the Ministry of Planning and Investment for publicization in accordance with regulations. This report shall be publicized and sent to the agency representing the state owner and the Ministry of Planning and Investment not later than the 20^thof June of the year following the year of report implementation.

3. The agency representing the state owner shall post the enterprise’s assessment report on the result of its implementation of production and business plans for every year and last three (3) years on the agency’s portal or website within five (5) working days after receiving such report.

4. The Ministry of Planning and Investment shall publicize the enterprise’s assessment report on the result of implementation of production and business plans for every year and last three (3) years on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such report.

Article 15.Disclosure of reports on the result of performance of public-utility tasks and other social responsibilities (if any)

1. An enterprise shall make a report on the result of performance of public-utility tasks and other social responsibilities (if any), with the contents specified in Appendix VI to this Decree, and post this report on its portal or website and, at the same time, send it to the agency representing the state owner and the Ministry of Planning and Investment for publicization in accordance with regulations. This report shall be publicized and sent to the agency representing the state owner and the Ministry of Planning and Investment not later than the 20^thof June of the year following the reporting year.

2. The agency representing the state owner shall post the enterprise’s report on the result of performance of public-utility tasks and other social responsibilities (if any) on the agency’s portal or website within five (5) working days after receiving such report.

3. The Ministry of Planning and Investment shall post the enterprise’s report on the result of performance of public-utility tasks and other social responsibilities (if any) on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such report.

Article 16.Disclosure of annual reports on enterprise reorganization and renewal

1. An enterprise shall make an annual report on enterprise reorganization and renewal, with the contents specified in Appendix VII to this Decree. This report must include analyses and assessments of enterprise reorganization and renewal in the year and orientations for the subsequent year; anticipation of the level of completion of enterprise reorganization and renewal work and solutions to keep to the schedule approved by the Prime Minister.

2. An enterprise shall post on its portal or website an annual report on enterprise reorganization and renewal and send it to the agency representing the state owner and the Ministry of Planning and Investment for publicization in accordance with regulations. This report shall be publicized and sent to the agency representing the state owner and the Ministry of Planning and Investment not later than the 31^stof March of the year following the year of implementation of the plan on enterprise reorganization and renewal.

3. The agency representing the state owner shall post the enterprise’s report on enterprise reorganization and renewal on the agency’s portal or website within five (5) working days after receiving such report.

4. The Ministry of Planning and Investment shall post the enterprise’s report on enterprise reorganization and renewal on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such report.

Article 17.Disclosure of reports on actual governance and organizational structures of enterprises

1. An enterprise shall make a report on its actual governance and organizational structure, with the contents specified in Appendix VIII to this Decree, and post it on its portal or website and, at the same time, send it to the agency representing the state owner and the Ministry of Planning and Investment for publicization in accordance with regulations. This report shall be publicized and sent to the agency representing the state owner and the Ministry of Planning and Investment not later than the 20^thof June of the year following the reporting year.

2. The agency representing the state owner shall post the enterprise’s report on actual governance and organizational structure on the agency’s portal or website within five (5) working days after receiving such report.

3. The Ministry of Planning and Investment shall post the enterprise’s report on actual governance and organizational structure on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such report.

Article 18.Disclosure of financial statements of enterprises

1. An enterprise shall make financial statements for every six (6) months and every year, with the contents specified in Appendix IX to this Decree, and post these statements (audited) on its portal or website and, at the same time, send them to the agency representing the state owner and the Ministry of Planning and Investment for publicization in accordance with regulations. The financial statement for every six (6) months and the financial statement for every year shall be publicized and sent not later than the 15^thof August of the reporting year and not later than the 31^stof May of the year following the reporting year, respectively, to the agency representing the state owner and the Ministry of Planning and Investment.

2. The agency representing the state owner shall post the enterprise’s financial statements for every six (6) months and every year on the agency’s portal or website within five (5) working days after receiving these statements.

3. The Ministry of Planning and Investment shall post the enterprise’s financial statements for every six (6) months and every year on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such statements.

Article 19.Disclosure of reports on salary and bonus regimes of enterprises

1. An enterprise shall make a report on its salary and bonus regimes with the contents specified in Appendix X to this Decree and post this report on its portal or website and, at the same time, send it to the agency representing the state owner and the Ministry of Planning and Investment for publicization in accordance with regulations. This report shall be publicized and sent to the agency representing the state owner and the Ministry of Planning and Investment not later than the 31^stof March of the year following the reporting year.

2. The agency representing the state owner shall post the enterprise’s report on salary and bonus regimes on the agency’s portal or website within five (5) working days after receiving such report.

3. The Ministry of Planning and Investment shall post the enterprise’s report on salary and bonus regimes on the Ministry’s Business Portal (http://www.business.gov.vn) within five (5) working days after receiving such report.

Chapter III

DISCLOSURE OF EXTRAORDINARY INFORMATION OF ENTERPRISES

Article 20.Information subject to extraordinary disclosure

An enterprise shall report extraordinary information to the agency representing the state owner and disclose extraordinary information in case of occurrence of any of the events specified in Clause 1, Article 109 of the November 26, 2014 Law on Enterprises.

Article 21.Order, procedures and responsibility for disclosure of extraordinary information

1. In case of occurrence of any of the events specified in Clause 1, Article 109 of the Law on Enterprises, an enterprise shall post extraordinary information on its portal or website and publications (if any) and at its head office and business locations. Extraordinary information shall be reported to the agency representing the state owner and the Ministry of Planning and Investment within 24 hours and publicized within 36 hours from the time of occurrence of the event.

2. The agency representing the state owner shall post the enterprise’s extraordinary information on the agency’s portal or website immediately after receiving the enterprise’s report.

3. The Ministry of Planning and Investment shall post the enterprise’s extraordinary information on the Ministry’s Business Portal (http://www.business.gov.vn) immediately after receiving the enterprise’s report.

Chapter IV

ORGANIZATION OF IMPLEMENTATION AND IMPLEMENTATION PROVISIONS

Article 22.Organization of information disclosure

1. Responsibilities of enterprises:

a/ The Members’ Councils or company presidents shall issue regulations on disclosure of information of their enterprises in accordance with this Decree, specifying the competence and responsibilities of, and assignment of tasks to, related persons and sections, and report them to agencies representing the state owner for implementation supervision and urging;

b/ Within six (6) months after the effective date of this Decree, enterprises shall develop or maintain their portals or websites to ensure information disclosure in accordance with this Decree. Enterprises’ portals or websites must have a separate section for information disclosure, including contents on the enterprise’s charter, corporate governance regulation (if any), members of the Members’ Council or name of the Company President, Supervisory Board or Supervisors, Director General or Director, and Deputy Directors General or Deputy Directors, and information subject to regular or extraordinary disclosure as required in this Decree.

2. Agencies representing the state owner shall:

a/ Receive and disclose information in accordance with this Decree. Their portals or websites must have a separate section for disclosure of information of enterprises. They shall post the disclosed information of enterprises within the prescribed time limit, ensuring easy and convenient access to the disclosed information;

b/ Inspect, examine and supervise the disclosure of information of enterprises under their management to satisfy the requirements prescribed in this Decree.

3. The Ministry of Planning and Investment shall:

a/ Maintain its Business Portal (http://www.business.gov.vn), ensuring the receipt and disclosure of information of enterprises in accordance with this Decree. The Ministry’s Business Portal must have a separate section for disclosure of information of enterprises;

b/ Summarize and post up the disclosed information of enterprises on its Business Portal (http://www.business.gov.vn), ensuring easy and convenient access to the disclosed information. In addition to information disclosed in writing, information disclosed in electronic form shall be sent to the email address[email protected].

Article 23.Handling of violations related to information disclosure

1. For enterprises:

a/ Agencies representing the state owner shall issue reprimands or cautions on enterprise managers who fail to implement or fully and timely implement this Decree’s provisions on information disclosure or when the disclosed information is untruthful;

b/ Enterprises violating this Decree’s provisions on information disclosure shall be administratively sanctioned in accordance with the Government’s Decree on sanctioning of administrative violations in the field of planning and investment;

c/ In case enterprises’ violations of this Decree’s provisions on information disclosure make the agencies representing the state owner unable to promptly issue instructions, recommendations or solutions, thus causing difficulties to enterprises and causing losses of state capital, agencies representing the state owner shall discipline enterprise managers in the form of salary grade reduction to dismissal, and propose functional agencies to examine their penal liability.

2. Agencies representing the state owner shall take responsibility before the Government for their failure to implement or fully implement the responsibilities to urge, supervise, examine and inspect this Decree’s provisions on disclosure of information of enterprises, or failure to promptly post on their portals or websites the information of enterprises under their management which is subject to regular and extraordinary disclosure.

3. For enterprises that fail to fully and properly disclose information in accordance with this Decree or delay information disclosure for up to twenty (20) working days, the Ministry of Planning and Investment shall post the list of these enterprises onhttp://www.business.gov.vnand notify such to agencies representing the state owner and, at the same time, report such list to the Prime Minister.

Article 24.Effect

This Decree takes effect on November 5, 2015.

The Prime Minister’s Decision No. 36/2014/QD-TTg of June 18, 2014, promulgating the Regulation on disclosure of information of state-owned single-member limited liability companies, ceases to be effective on the date this Decree takes effect.

Article 25.Implementation responsibility

1. The Ministry of Planning and Investment and agencies representing the state owner shall ensure state budget funds for the upgrading, maintenance and operation of their portals or websites to ensure information disclosure in accordance with this Decree.

2. Agencies representing the state owner shall urge enterprises to fully implement this Decree’s provisions on information disclosure, and report any difficulties or problems arising in the course of implementation to the Ministry of Planning and Investment for summarization and reporting to the Prime Minister for consideration and settlement in accordance with regulations.

3. Ministries, provincial-level People’s Committees, enterprises and related organizations and individuals shall implement this Decree.

4. Subsidiaries with 100% charter capital held by state economic groups or state corporations shall disclose information in accordance with this Decree.

5. Annually, the Ministry of Planning and Investment shall monitor and urge other ministries, sectors, localities, state economic groups and state corporations to implement this Decree and periodically review the disclosure of information of state enterprises for reporting to the Prime Minister in accordance with regulations.-

On behalf of the Government
Prime Minister
NGUYEN TAN DUNG

* All appendices to this Decree are not translated.-