Punkt Wyjscia - 12 lat polskiej prywatyzacji

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Ministry of the Treasury
CORPORATE GOVERNANCE IN STATE OWNED COMPANIES
THE POLISH EXPERIENCE
Anita Ryng
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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)

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Institutions

• 1989 1996 Ministry of Privatisation
• 1996 - Ministry of the Treasury
• other ministries (Economy, Infrastructure,
  Environment, Culture)
• Privatisation Agency 1997-2001
• regional administration
• municipalities

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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

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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

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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

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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

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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

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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)

10
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

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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

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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 co-ordinate economic policy with the
  Minister of Economy

13
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

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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

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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

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OWNERSHIP POLICY OBJECTIVES

• Result for policies of particular governments
• improved value of state entities
• restructuring (subsidies)
• privatisation
• establishment of national champions

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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