Corporate Governance of State-Owned Enterprises: A Toolkit

Abstract

This toolkit provides an overarching framework for the corporate governance of state-owned enterprises (SOEs), along with the tools and information for making practical improvements. The toolkit focuses on commercial SOEs at the national level in which the government has significant control through full, majority, or substantial minority ownership. SOEs across a range of sectors such as manufacturing and services, utilities, banks and other financial institutions, and natural resources are included. Corporate governance issues and reform options are similar in most such companies, although there may be significant differences in emphasis by sector, which are highlighted where relevant. While the toolkit is focused mainly on commercial SOEs rather than noncommercial entities that fulfill special public policy purposes (whether or not in corporate form), the frameworks and tools may still be relevant. Despite the fact that lessons on SOE corporate governance are still emerging, experience shows that no one strategy is universally applicable and that the choice of measures depends on country- and enterprise specific circumstances. The toolkit thus provides a range of frameworks, concepts, case examples, checklists, and model documents that together aim to help government officials make the appropriate choices for their circumstances. The toolkit is structured as follows: chapter one is context and overview. Chapter two is the legal and regulatory framework. Chapter three is state ownership arrangements. Chapter four is performance monitoring. Chapter five is financial and fiscal discipline. Chapter six is Board of Directors. Chapter seven is transparency, disclosure, and controls. Chapter eight is special issues in mixed-ownership companies. Chapter nine is implementing reform.