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THE MINISTRY
OF FINANCE
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No.
171/2013/TT-BTC
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Hanoi,
November 20, 2013
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CIRCULAR
ON GUIDELINES FOR DISCLOSURE OF FINANCIAL INFORMATION
PRESCRIBED IN DECREE NO. 61/2013/NĐ-CP DATED JUNE 25, 2013 OF THE GOVERNMENT
Pursuant to Law on enterprises dated November
29, 2005;
Pursuant to Decree No. 118/2008/NĐ-CP dated
November 27, 2008 of the Government defining the functions, tasks, entitlements
and organizational structure of the Ministry of Finance;
Pursuant to Decree No. 61/2013/NĐ-CP dated
June 25, 2013 of the Government on promulgating the Regulation on financial
supervision and performance assessment and disclosure of financial information
applicable to state-owned enterprises and state-capitalized enterprises;
At the request of Director of Department of
enterprise finance;
The Minister of Finance provides guidelines
for disclosure of financial information prescribed in Decree No. 61/2013/NĐ-CP
dated June 25, 2013 of the Government as follows:
Chapter I
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Article 1. Scope
This Circular provides guidelines for disclosure
of financial information prescribed in Decree No. 61/2013/NĐ-CP dated June 25,
2013 of the Government on promulgating the Regulation on financial supervision
and performance assessment applicable to state-owned enterprises and
state-capitalized enterprises (hereinafter referred to as the Regulation issued
together with Decree No. 61/2013/NĐ-CP).
Article 2. Regulated
entities
1. State-owned enterprises.
Enterprises engaged in finance, banking,
insurance, lottery, and securities shall disclose financial information in
accordance with law and this Circular.
2. Owners of state capital invested in
enterprises.
3. Corporate finance authorities (the Ministry
of Finance and the Services of Finance of central-affiliated cities and
provinces).
State-capitalized enterprises shall disclose
financial information in accordance with law and their charters.
Article 3. Requirements for
disclosure of financial information
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2. Regarding disclosure of financial information
on a website, disclosure date is the date on which the information is posted on
the website. Regarding disclosure of financial information by fax or electronic
data, the disclosure date is the date on which the fax or electronic data is
sent (via email or information technology system receiving reports). Regarding
disclosure of financial information in writing, the disclosure date is the date
on which the owner receives the disclosed information in writing.
3. Language used in disclosure of financial
information of the enterprise must be Vietnamese. If additional financial
information is disclosed in another language as prescribed in regulations of
law, Vietnamese and such language shall be both used.
4. The persons in charge of disclosure of
financial information shall archive reported and disclosed information as
prescribed.
Article 4. Actions against
violations
Any organization or individual commits
violations against legislation on disclosure of financial information shall
face one of the penalties or disciplinary actions below depending on their
nature and severity:
1. Fines of from 5,000,000 VND to 10,000,000 VND
for failing to disclose adequate financial information or disclosure financial
information 1 – 3 months behind schedule.
2. Fines of from 20,000,000 VND to 30,000,000
VND for disclosing financial information more than 3 months behind schedule or
disclosure of false financial information.
3. The manager of enterprise shall be given
reprimands or warnings depending on the severity.
4. The power to take actions against violations
prescribed in Clause 1 and Clause 2 of this Article shall comply with Decree
No. 105/2013/NĐ-CP dated September 16, 2013 of the Government on penalties for
administrative violations in accounting, independent auditing and its guiding
documents.
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Chapter II
DISCLOSURE OF FINANCIAL
INFORMATION APPLICABLE TO THE ENTERPRISE
Article 5. Disclosure of
financial information to the owner and corporate finance authorities
1. Contents of financial information being
disclosed
The enterprise shall disclose financial
information in accordance with Clause 1 Article 27 of the Regulation issued
together with Decree No. 61/2013/NĐ-CP, including:
a) Information mentioned in the Report on
finance assessment prescribed in Clause 2 Article 4 of Circular No. 158/2013/TT-BTC
dated November 13, 2013 of the Ministry of Finance on guidelines for financial
supervision and performance assessment applicable to state-owned enterprises
and state-capitalized enterprises.
b) Information about incomes and the average
incomes of employees; fulfillment of obligations to employees in terms of
health insurance, social insurance and redundancy pay (if any); salaries,
remunerations, bonuses and monthly incomes of the succeeding year of each
manager.
c) Information about audited financial
statement, assessment, confirmation, conclusion and recommendation of auditors,
the owner and corporate finance authorities in terms of the financial statement
and financial condition of the enterprise.
d) Information about enterprise administration,
which the enterprise shall disclose its formulation and implementation of
internal regulations of the enterprise.
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In addition, State Capital and Investment
Corporation shall also disclose financial supervision results, assessment and
classification results of single member limited companies transferred from
supervisor Ministries and People's Committees of provinces; disclose financial
supervision results of state-capitalized enterprises transferred from
supervisor Ministries and People's Committees of provinces.
2. Disclosure form
a) The enterprise shall disclose financial
information to the owner and corporate finance authorities in writing, and send
files of reports via electronic equipment (email or website) to the official
email address provided by the owner or the corporate finance authorities.
b) If there is any change in the disclosed
information, the enterprise is required to send reports and description to the
owner and the corporate finance authorities.
Article 6. Disclosure of
financial information to creditors and investors
The enterprise shall disclose financial
information according to agreements on contents and form of disclosure of
financial information concluded with its investors or creditors.
Article 7. Disclosure of
financial information to employees
1. Contents of financial information being
disclosed
The enterprise shall annually disclose
information about: income statement; incomes and the average incomes of
employees; fulfillment of obligations to employees (health insurance, social
insurance and redundancy pay (if any); salaries, remunerations, bonuses and
monthly incomes of the succeeding year of each manager; assessment and
recommendations of the owner and corporate finance authorities and other state
management authorities in terms of the financial condition of the enterprise.
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The financial information shall be disclosed to
employees on the website of the enterprise, in publications, in notices at the
enterprise or in announcements in the meetings of employees.
Article 8. Disclosure of
financial information to the public
1. Contents of financial information being
disclosed
The enterprise shall disclose financial
information to the public using the form issued herewith.
2. Disclosure form
The financial information shall be disclosed on
the website of the enterprise or by means of mass media.
Article 9. Method for
disclosing financial information on the website
The enterprise must set up a website within six
(06) months from the effective date of this Circular. The website shall contain
a separate column about the enterprise’s disclosure of financial information.
The enterprise shall update financial information when its contents are
changed.
The person in charge of disclosure of financial
information shall inform the owner and corporate finance authorities of the
address of the website and any change in such address within three (03) working
days from the date on which the website is set up or the address of the website
is changed.
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Article 10. Disclosure time
Information mentioned in Clause 1 Article 5 and
Clause 1 Article 7 of this Circular shall be disclosed before July 31 of the
same year if it is 6-month information and before April 30 of the next year if
it is annual information.
The time for disclosure of financial information
to the creditors and the investors shall conform to the agreements concluded
between the enterprise and the creditors or the investors.
Information shall be disclosed to the public
before April 30 of the next year.
Chapter III
DISCLOSURE OF FINANCIAL
INFORMATION APPLICABLE TO THE OWNER
Article 11. Contents of
financial information being disclosed
The owner shall disclose financial information
in accordance with Clause 2 Article 27 of the Regulation issued together with
Decree No. 61/2013/NĐ-CP, including:
1. Sufficient contents of financial supervision
report and financial supervision result report made as prescribed in Clause 3,
Clause 4 of Article 4 of Circular No. 158/2013/TT-BTC dated November 13, 2013
of the Ministry of Finance.
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3. Decision on performance assessment targets
applicable to each enterprise; appraisal results of performance assessment of
the enterprise and classification of enterprise management officers made by the
owner prescribed in Point b Clause 3 Article 18 of Circular No. 158/2013/TT-BTC
dated November 13, 2013 of the Ministry of Finance.
Article 12. Disclosure form
The owner shall disclose financial information
on its website.
Article 13. Disclosure time
1. Information mentioned in Clause 1 and Clause
2 Article 11 of this Circular shall be disclosed before August 31 of the same
year if it is 6-month information and before May 31 of the next year if it is
annual information.
2. Information mentioned in Clause 3 Article 11
of this Circular shall be disclosed before August 31 of the next year.
Chapter IV
DISCLOSURE OF FINANCIAL
INFORMATION APPLICABLE TO CORPORATE FINANCE AUTHORITIES
Article 14. Disclosure
contents and form
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The financial information shall be disclosed on
the website of the Ministry of Finance.
2. Services of Finance of central-affiliated
cities and provinces shall carry out disclosure of financial information in
accordance with Clause 3 Article 27 of the Regulation issued together with
Decree No. 61/2013/NĐ-CP applicable to state-owned enterprises and
state-capitalized enterprises under management of the People’s Committees of
the provinces.
The Services of Finance shall disclose financial
information on their websites.
Article 15. Disclosure time
1. The Ministry of Finance shall disclose
financial information when it is concurred by the Prime Minister.
2. The Service of Finance shall disclose
financial information when it is concurred by the President of the provincial People’s
Committee.
Chapter V
RESPONSIBILITY OF THE
PERSONS IN CHARGE OF INFORMATION DISCLOSURE
Article 16. Responsibility
for disclosure of financial information
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Financial information of the enterprise shall be
disclosed by the legal representative or authorized person of the enterprise.
The legal representative shall be responsible for the accurate, prompt and
sufficient information disclosed by the authorized person.
2. Regarding the owner and corporate finance
authorities:
Financial information of the enterprise shall be
disclosed by the head of the authority or the authorized person. The head of
the authority shall be responsible for the accurate, prompt and sufficient
information disclosed by the authorized person.
Article 17. Enquiry
responses
1. Every organization or individual that is
entitled to receive financial information being disclosed as prescribed in this
Circular may make an enquiry about financial information being disclosed. The
enquiry shall be made in writing or on website or directly to the organization
or individual in charge of information disclosure.
2. The organization or individual responsible
for information disclosure and the organization or individual in charge of information
disclosure shall respond to enquiries relating to disclosed information.
3. Every enquiry must be responded to the
requester within 10 days from the date on which the enquiry is received. If the
contents of the enquiry are so complicated that it needs more time for
preparation for the responses, the person in charge shall give the requester a
deadline for responses provided that it does not exceed 45 days from the date
on which the enquiry is received.
4. If the enquiry is rejected, they must provide
explanation in writing to the superior agency. If the rejection of the enquiry
bases on subjective reasons, the organization or individual in charge shall be
dealt with as prescribed in Article 4 of this Circular.
Chapter VI
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Article 18. Implementation
This Circular comes into force from January 5,
2014 and replaces Circular No. 29/2005/TT-BTC dated April 14, 2005 of the
Ministry of Finance on guidelines for the Regulation on financial disclosure
applicable to state-owned enterprises.
Difficulties that arise during the
implementation of this Circular should be reported to the Ministry of Finance
for consideration./.
PP.
MINISTER
DEPUTY MINISTER
Tran Van Hieu
Form No. 01
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(Issued
together with Circular No. 171/2013/TT-BTC dated November 20, 2013 of the
Ministry of Finance)
[Company’s name]:
[Financial year/ reporting period]:
I
Information about financial performance and
business outcome in the year
1
Audited annual financial statement
2
Balance sheet – form No. B01-DN issued
together with Decision No. 15/2006/QĐ-BTC dated March 20, 2006 of the
Minister of Finance
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Income statement – form No. B02-DN issued
together with Decision No. 15/2006/QĐ-BTC dated March 20, 2006 of the
Minister of Finance
4
Cash flow statement– form No. B03-DN issued
together with Decision No. 15/2006/QĐ-BTC dated March 20, 2006 of the
Minister of Finance
5
Notes to financial statement – form No. B09-DN
issued together with Decision No. 15/2006/QĐ-BTC dated March 20, 2006 of the
Minister of Finance
II
Information about business administration
in the year
Major Decisions, Resolutions of the Board of
Directors that have impact on the enterprise finance in the year such as:
decisions on investment projects, asset purchase, etc. (Decision/Resolution
No. and their summary contents).
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Information about employees and salaries
1
Salaries of employees
-
Number of employees
-
Monthly average salaries per year
2
Salaries of managers
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Number of managers
-
Monthly average salaries per year