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

2. 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)

3. Institutions 1989 – 1996 Ministry of Privatisation
Ministry of the Treasury
other ministries (Economy, Infrastructure, Environment, Culture)
Privatisation Agency:
regional administration
municipalities

4. Commercial Companies Code Special regulations in state owned companies
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

5. 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

6. 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

7. 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

8. 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

9. 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
„early warning” system protecting against potential irregularities
collective information concerning performance of public sector entities available to the general public
monitoring standards and mechanisms – a model solutions for all public sector entities

11. 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

12. 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

14. 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

15. 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

16. OWNERSHIP POLICY OBJECTIVES
Result for policies of particular governments
improved value of state entities
restructuring (subsidies)
privatisation
establishment of ‘national champions’

17. 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