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
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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
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Act on Powers Vested in the Minister of the
Treasury
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Act on Commercialisation and Privatisation
The role of the Ministry
in the supervisory system
Corporate supervision departments
at the Ministry
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Participation in General Meetings of
Shareholders
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Selection of State representatives on
Supervisory Boards
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Communication with companies
Minister as shareholder
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Companies with 100% state ownership:
Minister acts as the General Meeting of
Shareholders
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State as a minority shareholder:
representative of the Ministry participates in
GMS as any other shareholder
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Detailed instructions for every agenda item
The role of the Ministry
in the supervisory system
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Control and ownership functions in State
companies exercised through Supervisory
Boards
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Permanent supervision over the activity of the
enterprise
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Selection procedures for State representatives
at Supervisory Boards
Supervisory Board as an
ownership control body
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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:
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performance assessment of statutory bodies
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reaction to any negative developments
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launch of recovery activities
System:
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questionnaires submitted by companies
(financial situation of the company,
remuneration policy, financial credibility,
potential risks)
Communication between
the Ministry and board members
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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
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Minister – strong
position in the
government
Uniform principles
for management of
state assets
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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
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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