2010年-世界发展银行全球_Corporate_Governance_Scorecard_2009___Baseline_Report_86页_5mb

报告摘要

2009 Vietnam Corporate Governance Scorecard Summary

Core Content

The 2009 Vietnam Corporate Governance Scorecard is a baseline assessment of corporate governance practices among the 100 largest publicly listed companies in Vietnam, based on data from the 2009 reporting period. It is a collaborative effort between the International Finance Corporation (IFC) and the Global Corporate Governance Forum (GCGF), with support from the State Securities Commission of Vietnam (SSC). The report is designed to evaluate the implementation of good corporate governance principles and to provide a framework for future policy discussions and improvements in corporate governance.

The Scorecard is based on the OECD Principles of Corporate Governance, which serve as the international benchmark for corporate governance standards. The report includes a detailed questionnaire covering five main categories: Shareholder Rights, Equitable Treatment of Shareholders, Role of Stakeholders, Disclosure and Transparency, and Responsibilities of the Board.

Main Objectives

To develop a benchmark measure of corporate governance in Vietnam.
To provide a systematic framework for evaluating corporate governance practices.
To enable companies to assess their governance quality and stimulate improvements.
To support regulatory reforms by identifying strengths and weaknesses in current practices.
To raise awareness and understanding of good corporate governance practices among stakeholders.

Key Findings

Overall Corporate Governance Performance

The average compliance level across all categories was less than 50%, indicating that corporate governance in Vietnam is at a rudimentary stage.
The best compliance was in the equitable treatment of shareholders at 65.1%.
The worst compliance was in the role of stakeholders at 29.2%.
The benchmark for good corporate governance is set at 65% to 74%, with 75% or above considered excellent.
No company in the survey achieved the 80% adherence considered "world class" by the Asian Corporate Governance Association.

Performance by Industry

Healthcare industry achieved the highest score (50.4%).
Financial industry performed better than other non-financial sectors (45.8% vs. 43.5%).
Oil and gas sector had the lowest average score (39.2%).

Performance by Firm Size

Larger companies generally scored higher than smaller ones, suggesting that corporate governance improvements are more common in larger firms.

Performance and Board Size

Board size did not have a clear correlation with corporate governance scores, indicating that size alone is not a determinant of governance quality.

Performance and Non-Executive Directors

There was a positive correlation between the proportion of non-executive directors and corporate governance performance.

Performance by Exchange

Companies listed on the Ho Chi Minh City Stock Exchange (HOSE) generally performed better than those on the Hanoi Stock Exchange (HNX).

Top 10 Companies by Industry

The top 10 companies in each industry were analyzed, revealing divergent performance and opportunities for improvement.

Specific Findings by Category

A. Rights of Shareholders

Strongest compliance: Shareholders' basic voting rights were well explained.
Weakest compliance: External auditor independence (Question A16) was non-compliant in all companies, indicating a lack of awareness and implementation of this critical governance element.

B. Equitable Treatment of Shareholders

Strongest compliance: Regular re-nomination and re-election of directors was well adhered to.
Weakest compliance: Cross-border shareholder voting (Question B05) was rarely implemented, disenfranchising remote shareholders. Also, investor relations policies were generally lacking.

C. Role of Stakeholders

Weakest compliance: Stakeholder communication mechanisms, such as whistle-blowing policies, were rarely introduced. Companies also did not adequately address employee welfare and environmental issues.

D. Disclosure and Transparency

Strongest compliance: Annual audits by external auditors were universally performed.
Weakest compliance: Disclosure of independent board members and director experience was poor. Also, remuneration policies, non-audit services by auditors, and corporate governance reports were inadequately disclosed.

E. Responsibilities of the Board

Strongest compliance: Guidance on material transactions and clear Chairman roles were well defined.
Weakest compliance: Induction policies for new board members were non-existent. Internal control and internal audit structures were poorly documented. Supervisory Board performance was underreported.

Conclusions and Recommendations

Corporate governance in Vietnam is in its early stages and ripe for improvement.
A rule-driven 'top-down' approach has dominated, with limited focus on bottom-up improvements.
Better corporate governance is associated with improved market performance and profitability, as shown by Tobin's Q and ROE/ROA comparisons.
The SSC and IFC have played a crucial role in promoting corporate governance standards in Vietnam.
Stakeholder engagement, audit independence, and transparency in governance are key areas needing attention.

Key Recommendations

Enhance awareness of corporate governance among companies and regulators.
Promote bottom-up initiatives to encourage deeper understanding and implementation of good governance practices.
Improve disclosure of board independence, remuneration policies, and stakeholder roles.
Strengthen regulations to ensure compliance with international standards.
Encourage adoption of ESG principles as a focus for future corporate governance reform.