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Corporate Leadership and Strategic Management Programs for
Mongolian SOEs
4TH ANNUAL CORPORATE GOVERNANCE FORUMUlaanbaatar, Mongolia
by
Dr. Demir Yener
USAID/EPRC Senior Finance and Corporate Governance Advisor
June 13, 2011
CG at Mongolian SOEs 2
Agenda • OECD Principles of Corporate Governance for SOEs• Best practices in implementing Corporate Governance at
Mongolian SOEs and recommendations for reform• Design, development and implementation of Balanced
Scorecard strategic management tool for 3 pilot SOEs• Design of CGRI for Mongolian SOEs• International Examples on CG reforms, specifically the
Khazanah Nasional Experience in Malaysia• Conclusive remarks on lessons learned
CG at Mongolian SOEs 3
SPC Pilot Program on Corporate Governance and Balanced Scorecard Implemented by EPRC
• In April 2010, EPRC responded to a joint request by SPC, the Ministry of Finance and the Ministry of Mining and Mineral Resources to design and develop a program to assist the GoM in improving CG at Mongolian SOEs.
• Developed a Balanced Scorecard program, which was delivered to 3 pilot companies (CRETG; UBEDN & DMP).
• Developed and administered a CGRI.• Reviewed and commented on SOE corporate documentation• Developed a:
– DRAFT CG Code for Mongolian SOEs based on the OECD guidelines.– DRAFT CG Regulations for SOEs to be implemented by SPC
OECD CG Guidelines for SOEs (2005)1. Legal and Regulatory Framework:
– Ensure a level playing field in markets where state owned enterprises and private firms compete
2. State Acting as Owner: – The state should be an informed and active owner and establish a clear and
consistent ownership policy
3. Equitable Treatment of Shareholders: – The state and SOEs should recognize the rights of all shareholders
4. Stakeholders: – The state policy should recognize the SOEs responsibilities to all stakeholders
5. Transparency and Disclosure:– SOEs should observe high standards of transparency
6. Boards: – The SOE boards should have the necessary authority, competence and objectivity
to carry out strategic guidance and monitoring of management
CG at Mongolian SOEs
4
CG at Mongolian SOEs 5
World Bank Mongolia ROSC CG Assessment (2009)
# Category Assessment
I. Effective CG Framework Partially Implemented
II. Shareholders rights and key ownership functions
Partially Implemented
III. Equitable Treatment of Shareholders Broadly Implemented
IV. Role of Stakeholders in Corporate Governance
Partially Implemented
V. Disclosure and Transparency Partially Implemented
VI. Responsibilities of the Board Partially Implemented
CG at Mongolian SOEs 6
OECD Principles Essential Criteria Applied on Mongolia ROSC
Assessment Criteria Explanation Range (%)
Fully implemented Most of the OECD Principles essential criteria are met
95 % >
Broadly implemented One or more of essential criteria are less than fully implemented
75 – 94.5 %
Partially implemented Part of the essential criteria are met 35 – 75.9 %
Not implemented Assessment is likely where major shortcoming exist
< 35 %
Not applicable Assessment is only applicable where an OECD principle does not apply due to structural legal or institutional features.
n/a
CG at Mongolian SOEs 7
OBSERVATIONS REGARDING SOE’S
CG at Mongolian SOEs 8
• To be at least as profitable and efficient as comparable private sector enterprises
• To use progressive employment practices • To be socially responsible corporate citizens• To create sustainable value for the society
Global Best Practice Objectives of SOEs
CG at Mongolian SOEs 9
Legal and Regulatory Frameworks on State Ownership
• Law on Management and Financing of Budgetary Institutions (LMFBI)
• Law on State and Local Property (LSLP)• Decree of State Property Committee• Department of State Property Management and
Privatization• Department of Monitoring, Registration, and
Procurement
Mongolian Laws and Regulations
OECD Guidelines on CG of State-owned Enterprises
Law on Management and Financing of Budgetary Institutions: Article 22.1“Minister of Finance controls finances of SOEs and SPC controls work performance”
Chapter 1.B: effective Legal and Regulatory Environment“Government should strive to simplify and streamline the operations practices and the legal form under which SOEs operate”
Law on Management and Financing of Budgetary Institutions: Article: Article 30.1The CEO to list all procurements expenses and supplier
Chapter 2. B: State as an OwnerThe government should not be involved in the day-to-day management of SOEs and allow them full operational autonomy to achieve their defined objectives
Law on State and Local Property (11.8) “SPC is to take off accounts assets, review requests for procurement and make procurement decisions”
Chapter 2.C: State as an Owner The state should let SOE boards exercise their responsibilities and respect their independence.
Law on State and Local Property (18.5)“SOE administrative posts and total staff numbers will be set by the SPC”
Chapter 2. B: State as an OwnerThe government should not be involved in the day-to-day management of SOEs and allow them full operational autonomy to achieve their defined objectives
CG at Mongolian SOEs 11
• Operational autonomy to implement policies established by their boards of directors
• Competitive conditions comparable to private sector enterprises in non-monopoly sectors
• The role of the Government in ownership of SOEs separate from Government regulation– SOEs shall not receive more favorable treatment than private
sector enterprises
Principles for Operations and Regulation of SOEs
CG at Mongolian SOEs 12
• SPC primary Government agency for oversight of SOEs– Voting shares of SOEs – Appointment or election of members of BoDs – Consultation with boards and ministries on annual
performance targets – Monitoring implementation of performance targets
Responsibilities of SPC re SOEs
CG at Mongolian SOEs 13
• Targets with respect to: – Production of goods or services
– Product development
– Market development
– Human resource development
– Advancement in use of technology
– Productivity
– Composition of assets and liabilities
– Profitability
Business Plans of SOEs
CG at Mongolian SOEs 14
• Advise SPC on developing and implementing ownership policy with respect to:
– Strategic direction of SOEs
– Annual business plans and performance targets
– Proposals to restructure particular SOEs
– Need for management contracts for particular SOEs
– Sale of shares in SOEs to other investors
– Monitor performance of SOEs against targets
– Performance of boards of directors of SOEs
– Conduct inspections of SOEs
SPC SOE monitoring unit
CG at Mongolian SOEs 15
• Governments should strive to simplify and streamline the operational practices and the legal form under which SOEs operate
Effective Legal and Regulatory Framework(OECD SOE CG Guidelines)
CG at Mongolian SOEs 16
• The government should not be involved in the day-to-day management of SOEs and allow them full operational autonomy to achieve their defined objectives
• The state should let SOE boards exercise their responsibilities and respect their independence
State Acting as an Owner(OECD CG Guidelines)
CG at Mongolian SOEs 17
• Rules contain many inappropriate elements contrary to OECD Principles – Top down, rigid approach– Little room for exercise of discretion– Suggests static versus dynamic business environment– Diffuses accountability among SPC, SPC departments, BoD, GB, SB,
COPA and ministries• Impression…
– Prevents expeditious actions– Not reflect understanding of business motivations– Discourages creative thinking– Discourages constructive dissent
State Oversight of SOEs
CG at Mongolian SOEs 18
• Impression…
– Discourages leadership
– Discourages ambitious persons from SOEs• Leaders have to develop their plan, adjust plan, not simply
implement plan determined by others
• “Leaders run to problems, not away”• Excessive liability—direct and third party in SOE rules--
discourages addressing problems
State Governance of SOEs
CG at Mongolian SOEs 19
RECOMMENDATIONS FOR IMPROVING CORPORATE GOVERNANCE OF MONGOLIAN SOES
CG at Mongolian SOEs 20
I: Ensuring an Effective Legal and Regulatory Framework for State-Owned Enterprises
1. Complete the corporatization process and harmonize SOEs’ legal status in the economy.
2. Clarify and ensure effective separation between the ownership function and regulation.
3. Make specific obligations and related costs transparent
4. SOEs ought not have preferential access to state-owned banks and private financial institutions
5. Promote public debate on the corporate governance of SOEs
CG at Mongolian SOEs 21
II: The State Acting as an Owner
1. Rationalize the state owned sector – which sectors will the government retain state ownership?
2. Develop and disclose an ownership policy, ensure accountability of ownership function
3. Ensure visibility, strength and consistency in the exercise of the ownership function
4. Avoid interference in SOE management
5. Develop structured and transparent board nomination process for SOE boards
CG at Mongolian SOEs 22
III: Equitable Treatment of Shareholders
1. Reinforce provisions protecting the rights of minority shareholders in relevant laws and regulations
2. Increase the independence of SOE boards and improve the transparency of their nomination process.
3. Reinforce minority shareholders’ capacity to obtain effective redress for the violation of their rights.
4. Support the development of minority shareholders associations
CG at Mongolian SOEs 23
IV: Relations with Stakeholders
1. Reassess and develop a strategic approach relative to stakeholder relations
2. Develop methods to allow and encourage stakeholders to exercise their voice. (Develop Alternate Dispute Resolution)
3. Encourage SOEs to report on stakeholder relations.
CG at Mongolian SOEs 24
V: Transparency and Disclosure
1. Clarify SOE objectives and make non-commercial ones explicit.
2. Use state budget to cover the costs of non-commercial objectives
3. Build up and publish relevant performance indicators.
4. Require large SOEs to be as transparent as listed companies. Disclose consolidated reports on state ownership
5. Actively monitor and benchmark SOE performance, ensure that SOEs are subject to a robust audit system
CG at Mongolian SOEs 25
VI: The Responsibilities of Boards of SOEs
1. Clarify and reinforce SOE board mandates and functions.
2. Ensure that SOE boards are actively engaged in shaping the strategy.
3. Require SOE boards to have nomination, remuneration and governance committees
4. Increase competencies of SOE boards by requiring certification training for SOE board members, including induction training
5. Develop performance evaluation for SOE boards
CG at Mongolian SOEs 26
IMPROVING SOE PERFORMANCE
Corporate Leadership and Strategic Management Programs for SOEs
CG at Mongolian SOEs 27
1- CORPORATE LEADERSHIP
Corporate Governance Rating Index: “What Gets Measured, Gets Done”
CG at Mongolian SOEs 28
Development of Corporate Governance Rating Index: Different Services and Models
Corporate Governance Rating
SystemCoverage
First Report Issued In
Categories Variables
The Corporate Library (TCL) 1750 (US) 2000 7 UndisclosedIntl Shareholder Services CGQ 7,500 (US & Intl) 2001 8 61Governance Metrics International 1,625 (Intl) 2002 7 600
S&P Europe & US 1998 4 ~100
Deutsche Bank DJ EuroStoxx 50 2002 5 Undisclosed
Deminor Ratings 300+ () 1998 4 300
CG at Mongolian SOEs 29
Categories Used in Designing Mongolian CGRI
Categories
1- Effective Legal and Regulatory Environment for CG
2- The State Acting as Owner: Shareholders
3- Equitable Treatment of All Shareholders
4- Stakeholders & Corporate Citizenship
5- Transparency and Disclosure
6- The Independence of Board of Directors
CG at Mongolian SOEs 30
Designing the CGRI for Mongolian SOEs
The EPRC Project Team designed a CGRI that is a stand-alone index measuring the degree to which SOEs comply with the OECD Guidelines on Corporate Governance of State Owned Enterprises based on: 1. The OECD Principles of Corporate Governance;
2. Other international corporate governance standards and research;
3. Mongolian Company Law;
4. Mongolian “Code of Corporate Governance” (2007).
CG at Mongolian SOEs 31
Structure and Measurements of the SOE CGRI
Category # of Questions Percent WeightingI.Effective Legal and Regulatory Framework
14 10
II. The State acting as owner 33 10
III. Equitable treatment of shareholders
7 10
IV.Relations with stakeholders 17 10
V. Transparency and Disclosure 41 30
VI. Responsibilities of the Boards 42 30
Total number of measurements (questions)
154 100
CG at Mongolian SOEs 32
Selecting the Specific Measurements in the CGRI
The selection of the specific measurements within each category was based upon four considerations: 1. the relevance of each variable to effective governance based on
internationally-recognized best practices of OECD in corporate governance;
2. actual legal requirements pertaining to corporate governance that now exist in Mongolia,
3. relevance to the SPC’s mission;
4. ease at both obtaining and evaluating compliance with the actual measure.
CG at Mongolian SOEs 33
CGRI Scores Explained
Score Rating Explained
1 (lowest) Disagree Non-Compliant
2 Somewhat disagreeLess than Minimum Compliance
3 Neutral Minimally Compliant
4 Somewhat agree Mostly Compliant
5 (Best) Agree Fully compliant
CG at Mongolian SOEs 34
Summary of CGRI Results
Company Name(Percent Weight)
I
(10%)
II
(10%)
III
(10%)
IV
(10%)
V
(30%)
VI
(30%)
Total CGRI Score
UB EDNC .31 .35 .41 .28 .86 .88 3.09
DMP .35 .42 .50 .38 .89 .86 3.40
CRETG .22 .34 .39 .36 .82 .35 2.48
MSE .38 .36 .50 .44 1.33 1.10 4.11
MONGOLROSTSVETMET .39 .46 .50 .40 .86 .85 3.45
MONGOL POST .34 .29 .27 .20 .61 1.09 2.81
GOV’T SERVC’S .34 .32 .50 .42 1.00 1.21 3.80
NAT’L DISPATCHERS .24 .30 .27 .29 .78 .61 2.49
CEMENT LLC .33 .38 .007 .45 1.03 .69 2.95
ORKHON AZZA .18 .27 .34 .32 1.24 .97 3.32
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5 More0
2
4
6
I. ENSURING AN EFFECTIVE REGU-LATORY FRAMEWORK
Frequency
Average scores
Fre
qu
ency
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5 More02468
10
II. THE GOVERNMENT AS SHAREHOLDER
Frequency
Average scores
Fre
qu
ency
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5More0
2
4
6
III. EQUITABLE TREATMENT OF SHAREHOLDERS
Frequency
Average scores
Fre
qu
ency
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5 More0
1
2
3
4
IV. RELATIONS WITH STAKEHOLDERS
Frequency
Average scoresF
req
uen
cy
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5More0246
V. DISCLOSURE AND TRANSPARENCY
Frequency
Average scores
Fre
qu
ency
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5 More0
1
2
3
4
VI. BOARD OF DIRECTORS RESPONSIBILITIES
Frequency
Average scores
Fre
qu
ency
CG at Mongolian SOEs 36
Survey Findings: Perceptions Discussed
I. Ensuring Effective Regulatory Framework (Avg. Freq. of 3.5)– Minimally compliant to somewhat compliant environment. Needs improvements
II. State as a shareholder/owner (Avg. Freq. of 1)– State is largely perceived as inadequate as owner, not compliant with rules at all.
III. Equitable treatment of shareholders (Avg. Freq. of 5)– Respondents perceive that the State is equitably treated by the SOE in full
compliance– a fair argument given the ownership status.
IV. Relations with stakeholders (Avg. Freq. of 4)– Perception is that the SOE treats the stakeholders in compliance with OECD rules
V. Disclosure and transparency (Avg. Freq. of 3)– The SOEs are minimally compliant with the rules of transparency. Needs
improvements
VI. Board of directors responsibilities (Avg. Freq. of 3)– The directors responsibilities are not well understood and rules are minimally
complied with. Needs improvements.
CG at Mongolian SOEs 37
2- CORPORATE GOVERNANCE TRAINING FOR SOE DIRECTORS
Understanding Agency Theory and Information Asymmetries that cause inefficiencies at the SOEs
CG at Mongolian SOEs 38
Curriculum for “CG Training for SOE Directors”
Target Audience:
This program is designed for corporate board chairpeople, directors, independent directors, company secretaries, senior executive officers and top management of Mongolian state owned companies and state owned enterprises.
Objective:
The course aims to build the capacity and skills of current and future business leaders of state owned economic entities in corporate governance.
CG at Mongolian SOEs 39
Curriculum for “CG Training for SOE Directors” (2)
Course description:
The program will provide the participants with specialized knowledge in corporate governance issues such as corporate leadership, long-term strategy formulation, effectiveness of management oversight, increasing effectiveness of the working procedures of the board, director and executive compensation, legal and regulatory frameworks and information disclosure, conflict of interest, related party transactions.
CG at Mongolian SOEs 40
Learning outcome is to help understand:• Global best practice knowledge in CG on OECD principles• The role and importance of independent and non-executive
directors, director selection process, • Agency Problem of separation of the role of CEO and the
board• The value of board independence• Role and responsibilities of the shareholders, the board of
directors and the executive management and other stakeholders in governance.
Curriculum for “CG Training for SOE Directors” (3)
CG at Mongolian SOEs 41
Curriculum for “CG Training for SOE Directors” (4)
Module 1: An Introduction to CG: Int’l and Mongolian Environment
Module 2: Internal Corporate Documentation
Module 3: State as Shareholder.
Module 4: The Board of Directors
Module 5: Role of Corporate Secretary
Module 6: Organizing and Managing Efficient Board Meetings
Module 7: Executive Management
Module 8: Strategy Formulation and the Role of the Board
Module 9: Financial Management for Non-Financial Directors
Module 10: Risk Management
Module 11: Corporate Social Responsibility
Module 12: Material Transactions: (Related Party Transactions, etc )
CG at Mongolian SOEs 42
3- IMPROVING OPERATIONAL PERFORMANCE
Balanced Scorecard Method: Strategic Management with Metrics
CG at Mongolian SOEs 43
Balanced Scorecard Program for SOEs• The pilot project was intended to demonstrate how
effectively implemented balanced scorecard systems can help an organization in many ways:– Increase focus on strategy and results instead of tasks; – Break down uncoordinated communication between departments; – Better understand and react to customer/client needs; – Improve organizational performance by measuring what matters; – Make better decisions using leading performance indicators– Help leaders budget time and resources more effectively; – Help leaders and employees prioritize the work they do.
• Program was designed to translate high level organizational strategy into something that employees can understand and act upon in their daily operations and activities.
CG at Mongolian SOEs 44
Overview of Performance Measurement Systems
• A performance measurement system enables an enterprise to plan, measure, and control its performance according to a pre-defined strategy. In short, it enables a business to achieve desired results and to create shareholder value.
• The major performance measurement systems in use today are profiled below (in order of global adoption) and include:– The Balanced Scorecard– Activity based costing– Economic value Added– Quality Management– Customer Value Analysis/Customer Relationship Management– Performance Prism
CG at Mongolian SOEs 45
What is the Balanced Scorecard?
• The balanced scorecard is a strategic planning and management system that is used extensively in business and industry, government, and nonprofit organizations worldwide.
• The tool is used to align business activities to the vision and strategy of the organization, improve internal and external communications, and monitor organization performance against strategic goals.
CG at Mongolian SOEs 46
What is the Balanced Scorecard?
Balanced Scorecard
Performance Measurement
System?
Strategic Management
System?
Communications Tool?
CG at Mongolian SOEs 47
The Balanced Scorecard Solves Fundamental Business Issues
Critical Measures
• Financial• Customers• Internal
Processes• Human Resource
Dev
Balanced Scorecard
• Internal communications improved
• Key Performance Measures developed
• Responsibilities clarified
• Strategic Objectives
• Action Plan
Strategy Implementation
• Get organized for BSC
• Launch Change Mgmt Prog.
• Communication strategy
• Organization Assessments
• Employee development
• Increased transparency
• Better governance
CG at Mongolian SOEs 48
The Balanced Scorecard Perspectives
Customers (Stakeholders) Perspective
To achieve our vision, how should we
appear to our customers?(Objectives/
Targets/Measures/Initiatives)
Financial Perspective
To succeed financially, how should we appear to our shareholders?
(Objectives/Targets/Measures/Initiatives)
Operations Perspective
To satisfy our shareholders and customers, what business processes should we excel
at?(Objectives/Targets/Measures/Initiatives)
Learning and Growth (HR) Perspective
To achieve our vision, how should we sustain our
ability to change and
improve?(Objectives/
Targets/Measures/Initiatives)
Vision and Strategy
CG at Mongolian SOEs 49
EPRC Balanced Scorecard Program: Process
• Formed BSC teams from employees drawn from a various areas of the organization.
• The Strategic Management Teams: lead the process by providing policy guidance, define major strategic elements, committing resources, establishing schedules, and approve scorecard work.
• Four Strategic Theme Teams developed strategic objectives and strategy maps for each strategic theme, as well as identified process improvement and other scorecard ideas such as performance measures and initiatives.
• A Communications Team developed BSC Communications Plan by which all staff and stakeholders of the companies will be kept informed
• A Reporting Team developed new BSC Reporting Framework of BSC performance measures and achievements against targets.
CG at Mongolian SOEs 50
Balanced Scorecard: The 8 Week Training Program
1- Introductory training for the company’ senior management (20 sr. Staff from each company)
2- Establishment and initial training of the company’s 7 BSC implementation teams. (50 people)
3- Train the Trainer Course (for in-house company BSC Champions) (22 people from 3 companies)
4- BSC implementation development workshop
Altogether 8 weeks of contact time.
Sample Strategy Map for SPC SOEs
CG at Mongolian SOEs 52
Balanced Scorecard Program: Outcomes• Senior managers developed capacity to implement the BSC
methodology• Developed a Corporate Strategy document plus draft strategic objectives
and strategy maps in each of their 4 major strategic areas. • Implementation teams developed BSC performance measures and
targets associated with the achievement of their strategic objectives.• A group of BSC ‘champions’ are capable of providing leadership in
designing and implementing the BSC methodology. • Companies developed a number of performance measures and initiatives• Companies will develop their BSC frameworks by June-July 2011 • The companies may require final assistance around this time (August
2011).
Concern: Participants expressed concern that their Board members or the SPC may not
support the implementation of the BSC methodology.
CG at Mongolian SOEs 53
Balanced Scorecard Program: Recommendations
1. Hold a BSC training for SOE directors of the Boards
2. Establish BSC SOE Project as a long-term Mongolian Government project:
3. Establish clear objectives and targets for the BSC Project and a timetable for implementation.
4. Finalize development and implementation of the BSC methodology in the initial 3 SOE’s during 2011, with full implementation of the methodology in those companies from 1 January 2012.
5. Perform a formal evaluation of the success or otherwise of the pilot project should follow at the end of 2012 and again in 2013.
6. Link the development and implementation of the BSC methodology in the Mongolian public sector with the implementation of good Corporate Governance.
7. Establish a Mongolian BSC Institute to support the ongoing development and implementation of the BSC methodology in Mongolia.
8. Develop a broader long-term plan for the implementation of the BSC methodology and Corporate Governance across the Mongolian public sector.
CG at Mongolian SOEs 54
INTERNATIONAL EXAMPLES:CORPORATE GOVERNANCE REFORM FOR SOES
CG at Mongolian SOEs 55
Main Objective: Professionalization of monitoring units
• New Zealand– Crown Company Monitoring and Advisory Unit
• UK– Shareholder Executive
• France– Government Shareholding Agency
• Canada– Crown Agencies Secretariat
• Malaysia– Khazanah Nasional
International Examples: State as Owner
CG at Mongolian SOEs 56
STATE AS OWNER:THE KAZANAH NASIONAL HOLDING CO. EXPERIENCE IN MALAYSIA
Source: OECD Corporate Governance Reforms at SOEs in Asia. 2010.
(www.khazanah.com.my)
CG at Mongolian SOEs 57
Evolution of Khazanah in Malaysia
Nationalization• Adding Value to Malaysia’s National Resources
Corporatization• Providing essential public services
Recapitalization and Restructuring• Recovering from Asian financial Crisis
Financial Institutions Development• Becoming internationally competitive
CG at Mongolian SOEs 58
The Malaysian SOE Transformation Program
Phase IV (Final): Efficient & Competitive SOEs (2010– on)SOEs perform efficiently, profitably and competitively with private counterparts and the reform
results and transformation is realized.
Phase III: “Materialize Tangible Results” (2007-10)
Tangible results from earlier periods are expected to materialize. During this time, the focus is on long-term strategic planning.
Phase II: “Generate Momentum” (2005-06). Ten Initiatives were identified for launch and implementation across all GLCs. Seven
Reference Books on principles of CG reforms at SOEs published.
Phase I: “Introduce Key Performance Indicators” (2004-05)
Key Performance Indicators (KPIs); performance contracts; performance-linked compensation; and, changes in board and senior management composition introduced.
CG at Mongolian SOEs 59
Khazanah’s Role within the Gov’t of Malaysia
Developer of Public Goods
Provide public goods, services,
infrastructure
Provide law and order in economy
Socio-economic
Regulator
Enabling and level playing field
Protect public interests
Enforcement
Financial
Some SOEs majority gov’t
owned
Sustainable value creation
Fair competition, management
capacity & Financial KPIs for measure
CG at Mongolian SOEs 60
Reporting Structure of Khazanah
Government(Prime Minister & Few
Ministries)
Government Linked Investment Company
Government Linked Companies
CG at Mongolian SOEs 61
What is Khazanah Nasional Berhad?
Background• Sovereign wealth fund of the Gov’t of Malaysia (Est. 1993).• Strategic investor in various new Malaysian sectors and markets• Has US$37.3 bil in Assets in 50 co.s in Dec. 2010. Was $16.9 Bil in 2004.• Investments in finance, telecom, media and communications, utilities, IT,
and transportation sectors in Government Linked Companies (GLCs)
Objective• To promote economic growth and make strategic investments• To contribute towards nation building.
Mandate• To drive shareholder value creation, efficiency gains and enhance
corporate governance in companies controlled by the government, commonly known as Government-Linked Companies, or GLCs.
CG at Mongolian SOEs 62
Khazanah’s Main Mandate: Long-Term Nation Building
• Legacy Investments• Transform GLCs• New Investments• Human capital
development
Create Sustainable Value
• Talent• Social Capital• Financial capacity• Process• Infrastructure
Build Capacity• Integrity• Diligence• Teamwork and
Professionalism• Respect
Core Values
CG at Mongolian SOEs 63
Khazanah’s 5 Pillar Terms Of Engagement Framework With GLCs
•Ensure professional, capable, experienced and appropriate•Board
of Directors
•Senior Management team
Leadership•Drive
high-quality executable business strategy through the Board and management
Strategy
•Place key systems and controls to underwrite growth and value creation: e.g. Governance, Risk management, Performance Management, Talent management, Procurement, Internal Audit, investor relations
Systems and Controls
•Drive or influence how industry structures evolve through optimal competitive environment and regulatory structure
•Leverage inter-company synergies
Industry structure
•Once the above in place, do not micro-manage
•Continuous monitoring of progress
•Empower management to carry out its job
Monitor and empower
CG at Mongolian SOEs 64
Khazanah Governance Framework
Source: Khazanah Nasional: State As Owner: The Kazanah Nasional Holding Company Experience in Malaysia (May 2010)
CG at Mongolian SOEs 65
Khazanah Main Initiatives
Khazanah Intiatives
Linkages with Knowledge Centers of Excellence
Knowledge
GLC Transformation
ProgramsCorporate
Social Responsibility
Human Capital Development
Programs
CG at Mongolian SOEs 66
Khazanah Nasional: Conclusion
• Effective and good governance is absolutely fundamental.
• Khazanah continues to work within the existing governance framework.
• All parties must play their roles and perform efficiently and effectively.
• Having a specific program is very important
CG at Mongolian SOEs 67
OVERALL CONCLUSION
CG at Mongolian SOEs 68
Conclusion• EPRC responded to the request by the GoM of design and implement the
Corporate Leadership and Strategic Management Development Program.• EPRC conducted CGRI survey among SOEs. Avg. score was 3.4 out of 5• Balanced Scorecard exercises were conducted at three pilot SOEs,
including: Central and Regional Electric Transmission Grid; UB Electric Distribution Co; and, Darhan Metallurgical Plant
• These three companies have developed their annual strategic plans with performance indicators to be submitted to the GoM, using the BSC tool.
• With the CGRI, SOEs will have a dashboard to manage their operations more efficiently, and SPC will be able to govern the SOEs more effectively.
• Finally, the exercise will help strengthen CG and strategic management by improving transparency; accountability; responsibility; and, fair and equitable treatment of all stakeholders.
• A set of recommendations for the need for sweeping reforms for reorganizing the SOEs is provided.