Reform of State-Owned Enterprises April 2015 SOE Reform Taskforce Task Force Leader ü over 10 years of professional experience in investment banking, finance, economics and management consulting ü Advisor to the Minister of Economy of Lithuania ü Vice-Minister at the Ministry of Economy of Lithuania Adomas Ąžuolas Audickas – Senior Advisor to the Minister of Economic Development and Trade of Ukraine ü successfully implemented SOE reform in Lithuania (fulfilled the principles of transparency, corporate governance, accountability for state enterprises and enacted the privatization of non-profitable state enterprises) ü later, as a temporary administrator, was involved in the resolution of the insolvency case of a Nasdaq-listed bank – Ukio Bank (together with a team implemented good/bad band solution and transferred good part of the bank to a private party) ü graduated from Reading University (BSc degree in finance and banking) and from Vilnius University (mathematics) ü holds MBA degree from INSEAD 2 SOE Reform Taskforce Roman Bondar • • Daria Naumenko over 8 years of extensive search and consulting experience advising and placing senior executives in industrial and agricultural companies partner at Talent Advisors and member of CEO & BoD (PE) Center of Excellence • obtained Master’s degree in Finance at National Academy of Management with honours • has over 10 years of experience in equity research and strategy (Dragon Capital), and audit (Deloitte & Touché) • Strategist at Dragon Capital (steel, iron ore, coking coal and coke sectors), later – equity trader • holds a Master’s degree in Economics from Kyiv Taras Shevchenko University, ACCA charterholder (since 2009) • has extensive investment banking experience, worked on a number of M&A transactions, debt and equity fund raisings • Previously - reporting and controlling specialist at Industrial Group Consortium • Senior Associate at Dragon Capital investment banking • holds a Master’s degree in Finance and Business Economics from Manchester Business School and Master’s degree in International Economics from Kyiv National Economics University Sergiy Gayda Daria Volchenko • over 7 years of extensive experience in various types of debt and equity transactions (M&As, local bond and Eurobond issues), corporate advisory and debt restructuring, macroeconomic research • Vice-president in investment banking at Dragon Capital • graduated from the Ukrainian State University of Finance and International Trade with a master's degree in management Anna Poisner • has an extensive experience of drafting and negotiating documents and providing legal advice in the areas of mergers and acquisitions and international transactions • international transactions and M&A lawyer at Dragon Capital • law degree from Odessa National Academy of Law, Master of Arts (Rutgers University, New Jersey, USA) Master of Laws (New York University School of Law) Inna Chuprinko • over 7 years of experience in marketing, brand development and marketing communications at international and local companies (development and implementation of sales & marketing plans) • prior to joining the Force Team in 2015, she held Head of Marketing positions at Dragon Capital, KMZ Industries, Home Credit Group • holds a diploma of higher education from Dneprodzerjinsk State Technical University Oksana Podrubenko • more than 7 years of experience in operational consulting, process improvement/reengineering • manager at PricewaterhouseCoopers LLC (managing projects, both in Public and Private Sector: key business processes assessment,, development of management system and improvement of procurement processes) holds Master degree in Financial Management from Kyiv National Economic University and Lean Six Sigma Green Belt Certification • 3 SOE Sector: Context Problem: Inefficient SOE Sector § State-owned enterprises (SOEs) have a large share in the Ukrainian economy: § § § § Aggregated data on SOEs for 9M2014 Ukraine Total Ukraine has 3350 SOEs, however out of them only 1833 are operating Total number of companies the State is the largest employer: about 1m people work at SOEs Number of employees, m 0.93 Overdue salaries, UAHbn 0.7 The SOE sector in Ukraine urgently requires to be reformed: it lacks transparency, supervision and efficient governance § SOEs do not contribute their actual potential to the state budget § the high level of corruption undermines public trust in the SOEs and the whole public sector 3350 -Out of them operational 1833 Total assets, UAHbn 870.6 Asset depreciation rate, % 96.6 Net revenue, UAHbn 189.9 Net profit/(loss), UAHbn (79.9) Source: Ministry of Economy The performance of the SOE sector is very weak: SOEs reported an aggregated loss of UAH 80bn in 9M2014 Solution: SOEs Reform Initiative at the Ministry of Economy § The Ministry of Economy has made the reform of SOEs one of its top priorities § The goal of this reform is to build a healthy and transparent SOE management system that will aim to make Ukraine adherent to global best practice, including OECD Guidelines § The full range of responsibilities for SOEs reform (from initiation through execution) has been assigned to the task force “SOE Reload”, which is a working group at the Ministry led by Adomas Audickas, Senior Advisor to the Minister of Economy § This group is working in cooperation with the Government, civil society and international organizations 4 Top-100 SOEs Top-100 SOEs § For those parts of our reform that involve individual company analysis, we focus on top-100 companies (rather than on 1833) . This applies to: § List of SOEs to be audited § Annual report on SOEs § Top-100 SOEs (excluding state-owned banks) account for ~90% of total SOE sector revenue and assets § The majority of SOEs had revenues less than EUR 1m in 9M2014 (around 80% out of 1833 operating SOEs) Aggregated revenue for 9M2014 (excluding banks) Aggregated assets for 9M2014 (excluding banks) 120% 120% 100% 86% 91% 96% 100% 100% 85% 80% 80% 56% 60% 57% 60% 89% 92% 100% 66% 42% Source: Ministry of Economy all 1833 top-300 0% top-100 all 1833 top-300 top-100 top-50 top-10 0% top-5 top-1 0% 0% top-50 20% top-10 20% top-5 40% top-1 40% 5 SOE Reform Structure Goal: Increase efficiency of SOEs Transparency & accountability § Develop Transparency Guidelines, ensure that SOEs publish their accounts § Improve disclosure standards § Prepare comprehensive overviews on the SOE sector § Implement financial audits and increase their standards § Improve financial and strategic planning Ownership & Corp governance § Develop Framework document (SOE Reform Concept) for SOEs efficiency and effectiveness improvement § Establish a SOE Reform Council § Develop Ownership Policy, incl. dividends § Introduce boards to unitary SOEs § Appoint independent board members Nomination & Remuneration § Set a transparent and professional nomination procedure § Establish a Nomination Committee § Launch CEO selection procedure for the largest SOEs § Set an incentivebased remuneration policy Privatization Communication § Set clear performance objectives § Prepare the privatization list and list of companies banned from privatization § Increase public awareness on the SOE reform § Ensure timely communication with all stakeholders and enhance marketing § Improve current privatization practices, allow hiring reputable advisors Projects Tasks § Create audit committees and improve internal controls 6 SOE Reform Council § § The Ministry of Economy and the SOE Taskforce intend to establish a SOE Reform Council which is expected to include reputable economists and experts The main goals of the SOE Reform Council would be to oversee the reform process and track progress, and to provide guidance on implementation of international best practices in SOE management Indicative composition of the SOE Reform Council § Indicatively: 7 people § Below are indicative profiles of such Reform Council members: • High-level representatives of IFIs • High-level representatives of private sector • Reputable economists 7 Reform Progress (1/3) ü We have formed the SOE reform task force, streamlined reform initiatives and assigned responsibilities General ü Framework document covering all stages of the SOE reform has been developed and approved inside the Ministry of Economy, we are now waiting for confirmation from other Ministries ü We presented our reform concept to IMF and OECD and received positive feedback ü We are now establishing a SOE Reform Council which will include 5-7 experts, we are developing procedures for its operations ü New transparency guidelines have been approved by CabMin (18 Feb 2015) – we are now monitoring implementation Transparency & accountability ü We are also drafting changes to the Law of Ukraine on SOE Management to facilitate implementation of key transparency principles ü We’ve prepared a research report with the overview of top-100 SOEs ü We are now drafting legislation on strategic planning 8 Reform Progress (2/3) ü We are now drafting legislative changes to introduce supervisory boards to unitary SOEs and ensure that both existing and newly established supervisory boards have independent directors Corporate governance ü Audit: we’ve developed a draft CabMin resolution that envisages audit of the largest SOEs and sets criteria for selection of independent reputable auditors ü We are now developing a procedure for SOE corporatization and list of companies to be corporatized ü We’ve changed the nomination procedure for CEOs of key SOEs (changes to CabMin Decree #777) Nomination ü New CEOs for key SOEs will now be selected using a rigorous 2-stage procedure with the pre-selection by the Line Ministries followed by the Nomination Committee ü The Nomination Committee includes five Ministers and five independent experts ü The CEO for 1 company has been already appointed using this new procedure, the contest for CEO for ___ companies has been already announced, another 25 companies are planning to launch the procedure in the nearest future Remuneration ü We are now developing a new remuneration structure for CEOs of key SOEs ü The purpose is to ensure that the compensation of CEOs of SOEs corresponds to the private-sector level and is linked to the company performance 9 Reform Progress (3/3) ü List of companies to be privatized in 2015 has been approved by CabMin ü We are now developing privatization strategy and launching pre-marketing of the most attractive assets Privatization ü List of companies banned from privatization has been approved by CabMin and submitted to the Parliament for approval ü We’ve identified a number of necessary steps to boost transparency and efficiency of the privatization process, such as hiring advisors and improving process supervision ü A dedicated PR person for SOE reform has been hired ü Main activities: Communication • We are constantly working with media: responding to media requests and preparing press-releases • We have added a section on the Ministry of Economy website that is dedicated to our SOE reform • We have published information on our reform on the website of the National Reform Council at the President’s Administration of Ukraine (reforms.in.ua) • We are starting social media marketing (SMM) - such as Facebook 10
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