Corporate Governance and Performance of SOEs:

Relevance for Iraq

Alissa Amico, Programme Manager,

Middle East and North Africa

Corporate Affairs Division, OECD

16 February, 2015

Guidelines on Governance of SOEs

• OECD Guidelines on Corporate Governance of SOEs (2005) provide consensus based recommendations

• Developed in extensive consultation with member and non member countries– OECD Working Party on State Ownership and Privatisation Practices

• Accompany the OECD Principles on Corporate Governance and the Methodology

• Address both the state as the owner and the companies’ boards and management

• Apply to companies with state ownership, even if not controlling

• A legal OECD instrument, aspiration rather than a minimum standard

• Currently revised to clarify and provide better guidance

Priorities in the OECD Guidelines

•Ensure a level playing field with the private sector•Reinforce the ownership function within the state administration•Provide equitable treatment of minority shareholders

•Improve transparency of SOEs’ objectives and performance•Improve stakeholder relationship•Strengthen and empower SOE boards•New chapters on rationale for state ownership and on competition between SOEs and private companies•Revised guidelines to be released in 2015

Structure of the OECD Guidelines

• Ratonales for state ownership

• The state’s role as the owner

• State-owned enterprises in the marketplace

• Equitable treatment of shareholders and other investors

• Stakeholder relations and responsible business

• Transparency and disclosure

• The responsibilities of the board of directors

OECD’s work on SOEs in the MENA region

• MENA Taskforce on Corporate Governance of SOEs formed in 2008

• Annual roundtables in Paris, Rabat, Cairo, Kuwait, Istanbul to discuss challenges to the exercise of state ownership

• Issue of governance and peformance of SOEs continues to be of interest for different reasons across the region

• Taskforce supports projects of participating countries– Codes of CG of SOEs created with OECD support in Egypt, Morocco

and Tunisia– Workshops to support restructuring and improving competitiveness– Assist in developing training materials (board guidebook for

Mumtalakat)

• It also works with large MENA SOEs: case studies on leading

MENA SOEs (Oman Oil, Du, Ma’aden, etc.)

MENA state ownership at a glance• Variable number of SOEs across the MENA region

– (200 in Tunisia, 150+ in Egypt, 350+ in Morocco), most important in Egypt, Algeria, Syria, Iraq, KSA and the UAE

• Aggregate statistics on SOEs scarce but figures are telling– in Saudi Arabia, SOEs make up 50 % of non-oil economy

• The extent of state ownership in the region is not declining:– Privatisation activity declining– SWFs play an important role as investors– New SOEs being established or their mandates broadened– Allegations of crony capitalism/fear of private monopolies

• Operate in a range of sectors– industrial, services, hydrocarbons, etc

• SOEs are charged with a number of commercial and non-

commercial objectives

Ownership and regulation of SOEs

• Fragmented ownership, no ownership entity or privatisation entity (except Jordan and Turkey)

• Generally subject to the companies law if corporatised except Egypt (Public Business Sector Law)

• Less stringent corporate governance rules since many operate as unlisted companies and/or statutory corporations

• Separation of ownership and regulation is starting to take place but not in all sectors

• Often exempt (explicitely or implicitely) from competition regulation

• Strategic SOEs subject to custom governance and operational arrangements

Major SOE reforms in MENA• Privatisation wave of 1980-1980 (Egypt, Morocco, Tunisia)• Limited consolidation of ownership of SOEs (Mumtalakat in

Bahrain, PIF in Saudi Arabia, MOF in Morocco)• Corporatisation of SOEs to ensure they operate as commercial

companies• Listing of SOEs equity and debt (STC, Emaar Malls, Du)• Empowering state audit courts, anti-corruption commissions• Introducing sectoral regulators (i.e. telecommunications)• Contractualisation of SOE financial obligations (Morocco,

Tunisia)• Giving major SOEs operational autonomy (Saudi Arabia)• Introducing guidelines on SOE relations with banks (Egypt,

UAE) and corporate governance guidelines for SOEs

Challenges in reforming SOEs• National development models depend heavily on SOEs

(Algeria, Iraq, UAE, etc.)• SOEs fulfill important socio-economic roles,can be politicised• Existing and new pressure on governments to use SOEs to

address social problems• Conflicts of interest in governance of SOEs (political

nominations, procurement, role of military, etc.)• Subsidies to SOEs hard to reduce but some examples (i.e.

hydocarbon products in Egypt)• Overemployment by SOEs as an exension of the public

sector• Privatisation of SOEs resisted by employees and the wider

public

Fiscal consequences of SOEs

• Wide variance in the performance of MENA SOEs and their contribution to the economy

• Many SOEs generate weak or negative revenues (i.e. Electricité Du Liban)

• Non-commercial activities often weaken SOE books; compensation often ad hoc

• Managers might not have incentives to ensure profitability• Multiple channels for SOE subsidisation (cheap loans,

feedstock, sovereign backing, debt to other SOEs, etc.) • Real cost of SOEs to the public not featured in company

books or national figures• Net financial flows to SOEs estimated to be substantial • Dubai crisis exposed risks of reliance on SOE driven growth

• Establish coordinated or centralised ownership arrangements to improve efficiency of ownership

• Establish benchmarks for performance of SOEs• Improve the independence of SOE boards• Review regs and the CG code to see how it is applied • Conduct a review and costing of SOEs’ social objectives• Deal with unperforming SOEs, redundant employees• Review accounting and audit standards for SOEs• Reinforce powers of competition, state audit, and anti

corruption authorities• Start with the largest or most “damaging” SOEs (“too big to

fail”)

Regional priorities going forward

• SOEs part and parcel of the economic history of Iraq• High impact on the economy: 180 SOEs, 630,000

employees • Common challenges with other MENA countries• Lack of coordination in ownership and regulation• Overemployment of SOEs a burden on efficiency• Weak and politicised boards of directors• Higher than average corruption in SOEs• Reliance on SOEs for delivery of social objectives• SOEs negatively impacting level playing field• Restructuring of SOEs requires institutional capacity • OECD Taskforce and Working Party can provide resources

Relevance for Iraq

• Corporatisation to create  SOEs important, as is separation of regulation and ownership

• Analyse and seek to reduce subsidies to SOEs a priority for government budget (contractualisation)

• Address overemployment challenges (i.e. Turkey model)• Improve the operation of boards (by setting CG standards

and giving operational autonomy to SOEs)• Introduce risk management for SOEs (at least large co) • Consider charging large and leading SOEs with developing

companies in the value chain• Facilitate investment in SOEs (challenging other than through

market exit)

Improving efficiency of Iraqi SOEs

Relevant publications• Transparency and Accountability Guide, 2010• Boards of Directors of State-Owned Enterprises: An Overview of

National Practices, 2013• Privatisation in the 21st Century: Report on Good Practices, 2009 • SOEs in the Middle East and North Africa: Engines of

Development and Competitiveness?(also in Arabic), 2013•  Towards New Arrangements for State Ownership in the Middle

East and North Africa (also in Arabic), 2012• Competitive Neutrality: Maintaining a level playing field between

public and private business, May 2012• The size and sectoral distribution of SOEs in OECD and partner

countries, 2014• Financing State-Owned Enterprises, 2014 

Thank you.

Comments, questions?

Alissa Amico

Project Manager, MENA

Corporate Affairs Division

alissa.amico@oecd.org

+33 1 45 24 83 05