Transparency regarding the operations and objectives of state-owned enterprises is crucial for monitoring their performance and maximising their economic and societal contributions. This chapter examines what is known about state-owned enterprises in the MENA region and points to areas where more systematic investigation could inform policy efforts. It first discusses the policy and institutional arrangements for state ownership in the region, highlights reforms underway in some MENA economies and compares the situation in the region with international trends. It then discusses the collection and public availability of quantitative information on state-owned enterprises in individual countries and compares this with international practices. The chapter concludes by proposing policy options for improving state ownership policies and practices in the region, drawing on the standards of the OECD Guidelines on Corporate Governance of State-Owned Enterprises.
Corporate Governance in MENA
Chapter 5. State ownership in MENA
Abstract
5.1. Introduction
State-owned enterprises play a fundamental role in MENA economies, as in many other regions of the world. They often operate in systemically important sectors on which the broader economy depends, in addition to providing public services to citizens.
While it is possible to draw general conclusions about the economic and societal importance of state-owned enterprises (SOEs), the region’s state ownership landscape is nonetheless characterised by a scarcity of data and limited structured information on SOEs’ ownership and regulatory arrangements. Identifying which companies are state-owned, what objectives they are expected to achieve and how they are regulated could inform improvements in state ownership practices and help to ensure that companies owned by the state operate efficiently, transparently and on a level playing field with private companies.
This is of pivotal importance for economic development outcomes. The impact of SOEs on the broader economy is particularly decisive when they operate in important sectors on which businesses and citizens depend, such as electricity and gas, telecoms, transportation and finance.
State ownership also gives rise to unique governance and regulatory risks that can prevent SOEs from creating optimal value for the economy and society. When SOEs operate inefficiently and are subject to weak governance arrangements, they can create a strain on public resources, crowd out more productive private sector activity and, in the worst case, be used as tools for political patronage or for self-enrichment at the expense of society at large.
This in turn can erode the trust of citizens, companies and investors in public institutions and markets. The reputational damage that can result from poorly governed or regulated SOEs can ultimately turn away private investors, both domestic and foreign, whose capital is crucial for financing development.
For these reasons and more, the importance of well-governed state-owned enterprises, in the MENA region and beyond, cannot be overstated.
This chapter aims to contribute to ongoing policy reflections on state ownership in MENA. It examines state ownership issues primarily from a transparency angle, taking stock of what is known about state ownership in the region, where there are gaps in information and what areas of investigation could inform ownership reforms. It begins by reviewing international standards on the corporate governance of SOEs. It then identifies trends in state ownership arrangements and landscapes in the region and compares them with global practices. Following this, it explores the public availability of quantitative information on SOEs in the region and compares with international practices. The chapter concludes by proposing policy options to support MENA governments in implementing reforms.
5.2. Corporate governance standards for state-owned enterprises
State-owned enterprises are prone to governance risks that can hamper their performance and distort the competitive landscape. For example, if state ownership responsibilities are not clearly assigned within the public administration, SOEs can be subject to vague or frequently changing corporate objectives, leading to underperformance. Or, if a state body is simultaneously responsible for exercising ownership rights in a state company and regulating the competitive market in which it operates, this can create conflicting objectives and ultimately lead to decision making in the interest of a single enterprise at the expense of market efficiency and competitiveness.
Many SOE governance issues are furthermore exacerbated by insufficient transparency on their operations, making it difficult to measure – and make the state and corporate boards accountable for – their performance.
These factors create challenges for policy makers as they seek to ensure that the state-owned enterprises in their jurisdiction generate the maximum benefit both for the economy and for society at large.
The OECD Guidelines on corporate governance of SOEs
Addressing the many policy challenges that emerge when the state is an owner of companies is the objective of the internationally agreed OECD Guidelines on Corporate Governance of State-Owned Enterprises (SOE Guidelines).
The SOE Guidelines aim to ensure that SOEs create value for the economy and society via good-practice ownership, corporate governance and regulatory arrangements. Their main tenets are presented in Box 5.1.
Box 5.1. OECD Guidelines on the corporate governance of SOEs
The OECD Guidelines on Corporate Governance of State-Owned Enterprises are recommendations to governments on how to ensure that SOEs operate efficiently, transparently and in an accountable manner. These are their main tenets:
The state should disclose the rationales for state ownership to the general public, who are the ultimate owners of SOEs. The purpose of state ownership should be to maximise value for society.
The state as an owner should be professional, transparent and accountable.
SOEs should compete on a level playing field with private companies. State ownership and regulatory functions should be separate to avoid conflicting objectives.
Non-state shareholders should have equitable treatment and equal access to corporate information.
SOEs should respect stakeholders’ rights and implement high standards of responsible business conduct.
SOEs should be subject to the same high standards of accounting, auditing and disclosure as listed companies.
SOE boards of directors should have the mandate, autonomy and independence to set enterprise strategy and oversee management, absent of political interference.
Source: Adapted from OECD (2015), OECD Guidelines on Corporate Governance of State-Owned Enterprises, http://dx.doi.org/10.1787/9789264244160-en.
Since the SOE Guidelines were first developed in 2005, state ownership reforms around the world – including in many MENA economies – have generally brought national practices closer to their aspirational standards. Examples of global trends in state ownership reforms include:
the elaboration of ownership policies clarifying the state’s financial and non-financial performance expectations for SOEs
steps to subject all SOEs to high standards of corporate governance and disclosure
legislative and institutional reforms to ensure that SOEs are subject to the same laws and regulations, including those bearing on competition, as private enterprises.
These and other global trends in state ownership reforms over the past decade have often occurred in tandem with increased transparency on the characteristics, objectives and performance of SOEs.
In countries with the most advanced transparency practices, the state reports to the general public – considered the ultimate shareholders of SOEs – on the operations and performance of the SOE portfolio through annual aggregate reports. Such strengthened disclosure practices have increased accountability by state shareholders, corporate directors and senior management for the performance and efficiency of SOEs.
These and other international experiences can be instructive for governments around the world, including in the MENA region, as they continue their efforts to optimise the contribution of SOEs to economies and societies.
5.3. The state ownership landscape in the MENA region
State-owned enterprises in the MENA region operate across a wide range of sectors, including the primary sector, electricity and gas, telecoms, postal services, other utilities, finance and transportation. Several MENA governments also own companies outside these more traditional sectors for state ownership, for example in manufacturing and property development. Many SOEs operate with a mix of commercial and public policy goals, which are not always well-defined or disclosed.
SOEs also often operate natural monopolies, where a single-firm market is considered the most economically efficient arrangement. In many cases this is because it is considered more cost effective for the state to operate a monopoly than to regulate a privately owned firm. It follows that privatisation is not always the most economically optimal option and that SOEs, if well-governed and efficient, can usefully contribute alongside private enterprises to well-functioning economies and societies. If, however, the state does decide to privatise an SOE, then strengthening its corporate governance and performance can increase fiscal revenues from the sale.
The region’s SOEs are not a particularly dominant feature of the global marketplace, yet two of them are among the world’s 500 largest companies: Emirates Group in the United Arab Emirates and SABIC in Saudi Arabia.1 By all accounts, Saudi Aramco should also be included in this list, but presumably is not because its revenues, on which the classification is based, are not made public.
State ownership arrangements are decentralised in most MENA economies, with responsibilities dispersed among numerous institutions. Only one MENA economy, Morocco, has a central co‑ordination body. Other countries have taken steps towards centralisation by transferring a portfolio of large or strategically important SOEs to a state holding company or sovereign wealth fund. A number of the region’s governments are in the process of undertaking state ownership reforms, ranging from institutional changes to the establishment of dedicated corporate governance guidelines for SOEs. This section provides an overview of current state ownership arrangements in MENA and compares with global trends.
Decentralised ownership
State ownership responsibilities appear to be undertaken primarily by line ministries in the majority of MENA economies (Table 5.1).2 Ownership responsibilities are understood to comprise voting on corporate policy on behalf of the state shareholder, appointing board members and setting SOEs’ objectives.
The line ministries are in many cases also responsible for market regulation and/or sectoral development policy. Previous OECD research indicates that independent sectoral regulators are not common in the region, with notable exceptions in the telecoms, transportation and electricity sectors, where steps have been taken to introduce competition in previously monopolised markets (OECD, 2013). The banking sector also stands apart, with a longer history of sector-specific regulation.
Table 5.1. Overview of state ownership arrangements in MENA
Source: Online review by OECD Secretariat of publicly available information on the state ownership arrangements of known SOEs in the region, as of April 2018.
Decentralised state ownership arrangements can be non-optimal for a number of reasons, including the inherent conflict involved when ministries simultaneously benefit from SOEs’ commercial success and are responsible for regulating them. Decentralised ownership arrangements also often coincide with limited transparency about corporate operations and weak oversight of ownership ministries and SOE management. These issues, as well as potential measures to mitigate them in the context of decentralised arrangements, are discussed in greater detail below.
State ownership arrangements in Iraq provide an example of a predominantly decentralised state ownership model. State ownership responsibilities for the country’s 157 SOEs are divided among ten ministries (Table 5.2). More up-to-date reporting by the Iraqi government places the number of SOEs at 176, which could indicate some recent corporate restructuring or simply more comprehensive reporting (Government of the Republic of Iraq, 2016). In many countries around the world, discrepancies in the number of SOEs reported by different national institutions are not unusual and often reflect differences in the criteria used to define “SOEs”, for example whether subsidiaries or enterprises in liquidation are considered SOEs.
Table 5.2. Decentralised state ownership arrangements in Iraq
Note: Value of enterprises not available.
1Since 2015, the Ministry of Industry and Minerals has reduced the number of SOEs in its portfolio from 71 to 32, primarily through mergers of SOEs undertaking similar operations.
Source: Questionnaire response provided by contributing institution in Iraq, based on reporting by the Prime Minister’s Advisory Commission.
Within Iraq’s decentralised arrangements, some degree of co‑ordinated oversight has taken place and it may be strengthened in the future. In 2007, the Prime Minister’s Advisory Commission established a working group on restructuring state-owned enterprises to co‑ordinate SOE reform efforts among concerned ministries.3 More recently, in 2016-17, the government established a committee on SOE restructuring, led by the Minister of Industry and Minerals, to lead reform efforts. The ministry, which oversees some of the country’s largest SOEs, is to work together with other concerned ministries and experts. Iraq’s state ownership model could therefore be characterised as decentralised with co‑ordination.
A central co‑ordination body in Morocco
State ownership responsibilities in Morocco are at least partly co‑ordinated by one central state body, the Ministry of Economy and Finance, in many cases through its Department of Public Enterprises and Privatisation (Box 5.2). This is a departure from the more common MENA practice of decentralising responsibilities for state companies. In practice, line ministries in Morocco also undertake many state ownership functions, including the nomination of board members in individual SOEs.
Box 5.2. Co-ordinated state ownership in Morocco
The Ministry of Economy and Finance represents the state as shareholder in Morocco. One of its key functions is the appointment of state representatives to the boards of SOEs. These representatives are generally appointed from the ministry’s Department of Public Enterprises and Privatisation, but they can also be appointed from: the ministry’s Budget Department, notably if the SOE receives state subsidies; the Department of Treasury and External Financing if the SOE is a public financial institution; or a combination of these departments.
The main state ownership functions mandated to individual departments within the Ministry of Economy and Finance can be summarised as follows:
Department of Public Enterprises and Privatisation
examining projects related to the establishment of SOEs or to proposed changes in the level of state participation in existing SOEs
participating in the management of the state portfolio, including decision making on measures that would affect the structure, profitability and investments of SOEs
examining SOE investment projects, including their financing modalities, with a view to ensuring profitability
evaluating SOE performance and, for this purpose, developing an economic, financial and social data bank on the public sector
monitoring the work of SOE boards of directors and the implementation of their decisions within SOEs
preparing a general plan for transferring SOEs to the private sector and undertaking tasks related to their effective transfer.
General Treasury of the Kingdom
ensuring the preservation of the securities of the state.
Budget Department
releasing the funds necessary for creating SOEs, increasing the state’s equity capital in existing SOEs or investing state or SOE equity in private companies.
Source: Adapted from questionnaire response provided by the authorities of Morocco
Morocco can thus be considered to employ a state ownership model falling somewhere between the decentralised model, but with some degree of central co‑ordination, and the dual model, in which one central ministry, usually the Ministry of Finance (in the case of Morocco, the Ministry of Economy and Finance), shares the exercise of state ownership rights with sectoral line ministries. At the time of writing, Morocco was in the early stages of a significant state ownership reform process, which is discussed in the section below on general ownership and governance reforms.
State holding companies
Some MENA economies, mainly members of the Gulf Co‑operation Council (GCC), have taken steps towards centralisation by transferring a portfolio of large or strategically important SOEs to a state holding company or sovereign wealth fund, which then subjects its portfolio enterprises to more rigorous, and often purely commercial, performance expectations.
This is the case, for example, in Saudi Arabia, where the Public Investment Fund under the Ministry of Finance holds majority shareholdings in seven companies, either solely or together with other state institutions, in addition to minority shareholdings in 19 enterprises (which are not considered SOEs). These companies operate across a range of sectors including mining, petrochemicals and other manufacturing, transportation and telecoms (OECD, 2017). The Saudi Public Investment Fund was established in 1971 to invest state funds into strategic sectors or enterprises, in support of broader national economic development goals.
A similar approach has been adopted in Kuwait, through the Kuwait Investment Authority, and in Bahrain, through the Mumtalakat Holding Company, a sovereign wealth fund mandated to manage state investments outside of the oil and gas industry, with reported equity stakes (including many minority stakes) in more than 38 companies.
The state holding company approach is used at the sub-national level in Abu Dhabi through the Mubadala Investment Company, which merged with the Abu Dhabi Investment Council in March 2018. Dubai uses this approach through the Investment Corporation of Dubai, while Dubai Holding manages and invests sovereign wealth. One of its subsidiary companies, Tecom Group, manages the development of sector-specific economic zones. At the federal level in the United Arab Emirates, state investments are carried out through the Emirates Investment Authority sovereign wealth fund.
Abu Dhabi’s Mubadala has notably contributed to heightened transparency in the state-owned sector (Box 5.3).
The Abu Dhabi government has taken steps to centralise state oversight of a broader portfolio of SOEs beyond those in Mubadala’s portfolio. Most SOEs in Abu Dhabi, including Mubadala, are required to report to the Office of State-Owned Enterprises within the Abu Dhabi General Secretariat of the Executive Council, which monitors the performance of public-sector entities and governmental projects (Abu Dhabi Digital Government, 2018).
Abu Dhabi’s SOEs are also subject to central oversight and auditing by the Abu Dhabi Accountability Authority. These institutions appear to perform mostly monitoring and/or co‑ordination functions, however, rather than purely state shareholder responsibilities.
Egypt has adopted a somewhat hybrid state holding company model, through the establishment of several state-owned holding companies that hold shares in subsidiary affiliate companies. The holding companies operate in different sectors of the economy and are overseen by the Ministry of Investment.
This model is enshrined in Egypt’s Public Sector Companies Law (Law 203), adopted in 1991, which authorised the transfer of ownership of certain SOEs from the state to holding companies pending their foreseen privatisation. Since then, the state has undertaken full or partial divestment in several sectors of the state-owned economy, but more than 150 SOEs still operate within this state holding company structure. Law 203 includes provisions related to the corporate governance of the holding companies and their affiliate companies, for example requiring the separation of management and ownership functions, the issuance of articles of foundation, the establishment of boards of directors and the prevention of abusive related party transactions and conflicts of interest (Hassouna, 2018).
Box 5.3. The state holding company approach in Abu Dhabi
Mubadala, an investment company wholly owned by the government of Abu Dhabi, is mandated to achieve sustainable financial returns and to contribute to a globally integrated and diversified economy. Before its 2018 merger with the Abu Dhabi Investment Council, Mubadala was reported to have USD 127.8 billion in assets and USD 45.2 billion in revenues.
Mubadala’s geographical footprint makes it somewhat atypical among MENA SOEs. It employs around 68 000 people worldwide, with active operations in more than 30 countries. At the end of 2017, Mubadala’s portfolio comprised both MENA-based and global assets, with a wide sectoral distribution: petroleum and petrochemicals (32.7%); financial investments and infrastructure (28.1%); technology, manufacturing and mining (21.1%); aerospace, renewables and information and communications technology (9.2%); and corporate projects (8.9%). Within these sectors, Mubadala also invests in activities of socio-economic importance, such as health care and education infrastructure.
Mubadala has a stated commitment to transparency, ethics and world-class governance standards. It has notably published audited financial statements and annual reports since 2009. Through these disclosures, together with the publicly available Base Prospectus for Mubadala’s Global Medium Term Note bond programme, listed on the London Stock Exchange, Mubadala reports on its strategic objectives, risk management, ownership details, governance bodies such as the board and associated committees, and financial and operational insights.
Mubadala also details specific governance and compliance matters in its public reporting, resulting in the highest possible rankings for transparency and disclosure by the Sovereign Wealth Fund Institute’s Linaburg-Maduell Transparency Index. Mubadala was the first SOE in MENA to score a perfect 10 in the index in 2009, a position it has retained for almost a decade.
Concerning Mubadala’s portfolio companies, a notable future development is the planned IPO of Emirates Global Aluminium, which Mubadala co-owns with the Investment Corporation of Dubai. The IPO, originally expected in 2018, was postponed due to market conditions, as was the IPO of Mubadala’s wholly owned Compañía Española de Petróleos S.A.U., one of Europe’s largest multinational oil and gas companies.
Source: Information contributed by a focus group member from Mubadala.
The use of state holding companies as a means of improving the corporate governance and performance of SOEs is not necessarily the most suitable option for all economies in the MENA region – or indeed, in some cases, even an economically feasible option. Whether the state holding company approach would be transferable to lower income and less resource-rich economies in the region is perhaps a topic for debate and further investigation.
Elements of good practice for testing SOE reforms within a small portfolio of SOEs – including through the state holding company approach, but also through transfers of strategically important SOEs to more centralised oversight structures – could perhaps be useful for MENA policy makers seeking to introduce improved governance practices within SOEs.
State audit institutions
Although they do not exercise state ownership functions, state audit institutions often play a role in monitoring SOEs. State audit institutions can strengthen the accountability landscape for SOEs, particularly if their functions go beyond conducting financial audits to include reviews of SOE governance practices or performance and recommendations for reform. In many MENA economies, state audit institutions undertake financial audits of individual SOEs on behalf of the state, usually when the SOEs receive budget appropriations from the state. It is less common for audit institutions in the region to undertake in-depth reviews of SOEs’ performance and governance to inform improvements in state ownership practices.
The state audit institution in Morocco recently undertook such a review, which resulted in recommendations for improving the governance and supervision of the country’s SOEs (Cour des Comptes, 2016). The publicly available document not only synthesises the state auditor’s recommendations addressed to the Ministry of Economy, but also reproduces the Ministry of Economy’s response on the recommendations, highlighting relevant reform efforts underway. This is an example of how state audit institutions in the region can play a role in informing state ownership reforms.
The role of state audit institutions in monitoring SOEs’ governance and performance has not been the subject of systematic research in the MENA region, and this could be an area for future investigation.
Reform of state ownership and governance in MENA
State ownership and governance reforms are underway to varying degrees in a number of MENA economies, including Algeria, Egypt, Morocco, Saudi Arabia, Tunisia and UAE. These reforms include general ownership and governance reform programmes that target all SOEs; the development or update of SOE corporate governance codes; and plans to list SOE shares on national stock exchanges to strengthen their commercial orientation and develop local capital markets.
Moving forward, it could be fruitful to monitor the implementation of these reforms, with a view to focusing on good practices that might be useful for other governments in the region.
General ownership and governance reforms
Morocco and Tunisia recently launched state ownership reforms that are broad in scope and target the entire SOE sector. Current ambitions include professionalising the state shareholding function, making SOE boards of directors more efficient and improving the financial arrangements and returns of state-owned companies.
Morocco’s wide-ranging SOE reform programme aims to introduce more active public portfolio management practices, to improve the SOE governance framework, including through reform of financial control and an update of the SOE governance code, and to strengthen SOE accounting practices (Box 5.4).4
Box 5.4. State ownership reforms in Morocco
Morocco aims to increase the socio-economic value of public enterprises and establishments by introducing more active public portfolio management practices. This is a priority project of the Strategic Action Plan 2017-21 of the Ministry of Economy and Finance/Directorate of Public Enterprises and Privatisation. The project is supported by a unit set up within the directorate. With the collaboration of public enterprises and concerned ministries, this unit conducted a study to identify actions needed to implement active public portfolio management, beginning with a pilot group of state-owned entities. The unit’s main missions include:
contributing to strategic dialogue between the concerned state-owned entities and ministerial departments
proposing and conducting a programme of strategic studies
evaluating and monitoring the performance of the entities within the scope of the pilot project.
Plans are also underway to rework the system of financial control over SOEs and to update the Moroccan Code of Good Governance Practices for Public Enterprises and Establishments. The objective is to introduce greater transparency and efficiency in the management of public resources and to improve the quality of governance and management of state-owned entities. These efforts aim to:
clarify the roles of the state (as strategist, shareholder and “controller”) and strengthen the contractual relationship between the state and state-owned entities
empower boards of directors and professionalise and clarify their responsibilities
reinforce internal control and governance, with a view to improving performance and risk management.
A third project, for consolidating SOE’s financial accounts, aims to shed light on the value of the state’s assets in order to:
develop an overview of the state-owned entity sector and monitor the progress of its consolidated financial statements
identify relevant aggregate indicators on the evolution of the state portfolio
support the consolidation of the state’s accounts with their four main components: central administrations, territorial communities, public enterprises and establishments, and social welfare organisations
facilitate exchanges with national accounts data
improve the readability, transparency and comparability of national accounting and financial data for investors, especially foreign investors, and lenders.
Source: Adapted from text submitted by the Moroccan authorities.
In Tunisia, a strategy for reforming state-owned enterprises, adopted in 2015, was included in the country’s National Programme for Major Reforms 2016-2020 (Box 5.5).
Box 5.5. State ownership reforms in Tunisia
In November 2015, Tunisia’s government adopted general principles and a strategy for restructuring state-owned enterprises. The strategy calls for global governance reforms, including the consolidation of supervisory institutions, improved internal governance, increased social dialogue and financial restructuring.
The strategy aims to increase the competitiveness of SOEs, improve their financial situation and ensure their medium-term viability through restructuring. This restructuring would involve new governance arrangements to allow state-owned companies to operate without undue government interference.
The strategy includes the creation of a new body, the Agency for the Supervision and Coordination of Management of Public Enterprises, to oversee the reforms under the authority of the Finance Ministry, and the establishment of a public-private fund to restructure public enterprises operating in competitive sectors.
Source: Tunisian Government, Programme National des Réformes Majeures 2016-2020.
Development of corporate governance codes for SOEs
The development and implementation of SOE-specific corporate governance codes presents some design particularities which should be taken into account by policy makers. In particular, they need to be consistent with the country’s corporate governance code for listed companies. This is especially relevant in jurisdictions where SOE shares are listed on the national stock exchange. Consistency avoids differences in standards and helps to ensure a level playing field.
Various governments around the world have addressed this issue by explicitly subjecting all SOEs to relevant parts of the corporate governance code for listed companies. This is the case, for example, in Sweden, where the state ownership policy states that all SOEs must apply the standards of the corporate governance code for listed companies, with exceptions concerning the rules on board nomination committees, nominating directors and selecting auditors (Government Offices of Sweden, 2017).
In the MENA region, corporate governance codes or guidelines specifically for SOEs have been developed in Bahrain, Egypt and Morocco and, as of 2014, were under development in Algeria and Tunisia (OECD, 2014). Egypt and Morocco are currently updating their codes in order to strengthen their standards and bring their provisions into line with the updated SOE Guidelines. In 2017, Iraq received support from the World Bank for developing a charter on SOE governance.
Examining how these codes are implemented within SOEs and how compliance is monitored and enforced could be a fruitful area for future study and sharing of good practices in the region.
The listing of SOE shares on stock exchanges
The state ownership landscape among listed companies in the MENA region can be expected to change in the coming years due to planned partial listings of SOEs, which have been announced in a handful of economies. The process of listing shares of SOEs on national stock exchanges often coincides with, or results in, improvements in their corporate governance and disclosure practices.
At present, publicly available information shows that MENA governments are important shareholders in the region’s largest listed companies. Among the region’s 100 largest companies listed on stock exchanges, the state exercises majority ownership, or an equivalent degree of control, in 36 companies, which are therefore considered to be SOEs (Table 5.3).
The state is a minority shareholder in an additional 34 of the region’s largest listed companies, with holdings of 10% to 50%. Because many of these minority-owned companies are only partially listed, and because the ownership of non-listed shares is often not publicly disclosed, it is difficult to determine whether the state in fact owns more than a minority share or otherwise exercises effective control. The state might, for example, exercise control despite holding a minority equity stake if it is the largest individual shareholder.
Table 5.3 includes six companies in which the state holds a minority share but exercises effective control. These companies were identified through research for this chapter. Other companies might also fall into this category, but limitations in publicly available information make them difficult to identify.
This is clearly an area for further study. Moving forward, it could be useful to undertake a complete inventory of MENA governments’ majority shareholdings in all listed companies, and not just the largest 100, as a point of departure for monitoring future developments.
The stated objectives of recent or planned SOE listings in MENA economies have often included goals that are external to the companies, such as developing local capital markets or shifting funds from the share sale to other state projects. For example, the planned partial listing of Saudi Aramco is a central element of Vision 2030, Saudi Arabia’s plan for diversifying the economy and reducing dependence on oil. The listing, which was postponed in 2018 due to market conditions, would involve the flotation of about 5% of the state oil company on stock exchanges in Riyadh and possibly also abroad.
The portfolio of the Saudi Public Investment Fund already includes 26 companies that are listed on the Tadawul, the national stock exchange. These companies, nine majority owned and 17 minority owned, are together valued at USD 213.7 billion.
Elsewhere in the region, the Egyptian government has announced plans to float minority shares of 23 state-owned companies operating in several economic sectors, including petroleum, banking, transportation and real estate. The objective is primarily to raise funds and increase liquidity in the country’s capital markets. The process was supposed to kick off with the sale in 2017 of about 24% of the state-owned Engineering for Petroleum and Process Industries (ENPPI), but its listing has been delayed.5 Another SOE in the region with an expected future stock-exchange listing is Emirates Global Aluminium in the UAE, which is jointly owned by the state holding company Mubadala and the Investment Corporation of Dubai. Its listing was initially planned for 2018 but was delayed due to market conditions.
Table 5.3. State-owned companies among MENA’s 100 largest listed companies, 2017
Note: Compiled by identifying those companies on the Forbes list of 100 largest companies in the Arab world in which the state is: i) the ultimate beneficiary owner of a majority (over 50%) of the shares, as reported by the FactSet database; or ii) the largest individual shareholder despite holding a minority stake, thus exercising effective control. Companies listed by FactSet as minority state-owned but identified by other sources as majority state-owned or controlled are identified by an asterisk (*).
Source: FactSet and Forbes (2018), Top 100 Listed Companies in the Arab World 2018, www.forbesmiddleeast.com/en/list/top-100-listed-companies-in-the-arab-world-2018/.
Centralising state ownership
Beyond MENA, there is a general trend towards greater centralisation of state ownership arrangements. An OECD study of state ownership arrangements in 31 countries found that about half of the countries surveyed use a centralised state ownership model or have centralised ownership for most large SOEs.8
The fully decentralised model employed in most MENA economies is the least common model internationally, used in only three of the surveyed countries (Argentina, Colombia and Mexico). Five other countries have decentralised arrangements with a co‑ordinating entity, similar to the approach employed in Morocco (India, Israel, Kazakhstan, Latvia and Lithuania) (OECD, 2018).
The OECD study classified state ownership models along a spectrum ranging from highly decentralised, where state ownership responsibilities are dispersed across the state administration with no co‑ordination on policy or decision making, to fully centralised, where all state ownership responsibilities are undertaken by a single government body Figure 5.1).6 In the latter case, the tasks of the central body generally include setting financial targets, making decisions on technical and operational issues (those not within the purview of the board of directors) and monitoring performance.
Figure 5.1. Spectrum of state ownership models
Source: Adapted from OECD (2018), Ownership and Governance of State-Owned Enterprises: A Compendium of National Practices, www.oecd.org/corporate/ownership-and-governance-of-state-owned-enterprises-a-compendium-of-national-practices.htm.
A key tenet of the OECD’s SOE Guidelines is that “the exercise of state ownership rights should be centralised in a single ownership entity, or, if this is not possible, carried out by a co‑ordinating body”. Centralising state ownership, rather than dispersing ownership across the state administration, is considered good practice for a number of reasons:
It can help to separate state ownership and regulatory functions.
It can facilitate the development and consistent implementation of a state ownership policy.
It can help to promote greater efficiency within the public administration.
Separating state ownership and regulatory functions is of particular importance when SOEs operate in competitive markets, to avoid situations where line ministries are tasked with the conflicting objectives of maintaining fair competition in a given sector and ensuring the commercial success of the SOEs under their purview.
A state ownership policy generally outlines the rationales for state ownership, the performance objectives of individual SOEs and the role of state actors in implementing the ownership policy. When the state is transparent about its objectives as an owner, this can strengthen its accountability for achieving those objectives. The development of a state ownership policy does not require full centralisation of the state ownership function, but it does need a degree of consensus across ministries to ensure its consistent implementation. This can be facilitated by centralisation.
A central entity can also support efficiency in the exercise of state ownership functions such as setting objectives for SOEs, monitoring their performance and nominating board members. Gains in efficiency are achieved by housing pools of experts within the central entity, with competencies in areas such as accounting and financial reporting. Such efficiency gains are particularly present in a context of shrinking SOE portfolios, when it no longer makes sense for several ministries to exercise ownership responsibilities separately over a very small number of enterprises.
While centralisation of state ownership is generally considered good practice, it often occurs after other priority state ownership reforms have been implemented, such as corporatising large SOEs operating in competitive sectors or relinquishing state ownership in certain sectors or enterprises.
Countries seeking to centralise state ownership might consider first establishing a high-level co‑ordination body. When state ownership is dispersed (and full centralisation is not yet feasible), this can be an effective means of harmonising ownership functions such as board nominations and of monitoring SOEs’ compliance with corporate governance standards. It can also be an intermediate step when full centralisation is either not feasible or not warranted, for example if the state’s portfolio of enterprises is so large that centralising their oversight in one ministry would be burdensome and inefficient.
Box 5.6 provides an example from Lithuania of the establishment of a state ownership co‑ordination and monitoring body in the context of decentralised state ownership arrangements. For further reference, the 2018 report Ownership and Governance of State-Owned Enterprises: A Compendium of National Practices provides additional details on the basic tasks undertaken by state ownership co‑ordinating bodies in India, Israel, Lithuania and Latvia (OECD, 2018).
Box 5.6. Lithuania’s state ownership co-ordination body
Lithuania has primarily decentralised state ownership arrangements. In most of the country’s 66 SOEs, primarily line ministries that are also responsible for sectoral policy and/or regulation in the relevant markets exercise state ownership rights.
In the context of this decentralised system, Lithuania has taken significant steps to harmonise state ownership practices across the public administration through the development of SOE governance and disclosure standards and the establishment of a Governance Coordination Centre tasked with monitoring and reporting to the public on their implementation. It notably produces a detailed annual report on SOEs. Its main tasks include the following.
preparing aggregate reports on SOEs, with information on their financial performance and efficiency
supporting SOE goal setting, including by calculating return-on-equity targets and evaluating the content and implementation of strategic goals
participating in SOE board nomination processes
contributing to SOE policy formulation, including by making methodological recommendations and initiating legislative reforms
advising and consulting with the government, responsible line ministries and SOEs on matters like SOE governance practices, ownership decisions and dividend pay-outs.
Source: Adapted from Lithuanian Governance Co-ordination Centre (2018), Governance Co-ordination Centre (website, in Lithuanian), accessed 22 November 2018, https://vkc.sipa.lt/apie-mus/. See also OECD (2018), Corporate Governance in Lithuania, https://doi.org/10.1787/9789264302617-en.
5.4. Sectoral distribution of state-owned enterprises in MENA
Strategic state-owned enterprises in MENA are present in nearly all economic sectors. They can be found in the network industries (electricity and gas, telecoms and transportation), and in the primary sectors, finance, manufacturing and real estate. No internationally comparable dataset on national state-owned enterprises in the MENA region exists, making it difficult to undertake cross-country or cross-regional comparisons. The sections that follow highlight what we know about the SOE landscape in the MENA region, both as a whole and in select MENA economies for which SOE data is available. However, owing to limitations in the scope of data and differences in the criteria used to define what constitutes an SOE, the information presented in this section cannot be used to undertake comparisons. The data is presented mainly to illustrate the degree of quantitative information available on SOEs and to highlight general trends in their sectoral distribution in the MENA region.
An overview of national SOE sectors
An OECD inventory of 271 strategic SOEs in 16 MENA economies sheds light on their sectoral distribution (OECD, 2013). The inventory did not identify the value or number of employees of these enterprises; such information is for the most part not publicly available in the region. However, examining the number of strategic SOEs by sector offers a qualitative illustration of their distribution (Figure 5.2).7
Figure 5.2. Sectoral distribution of strategic SOEs in 16 MENA economies, 2013
Note: The graphic portrays the sectoral distribution of strategic SOEs, by number of enterprises, in the following MENA economies: Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, Saudi Arabia, Syria, Tunisia, UAE and Yemen. The sectoral classification of enterprises has been updated to align with the methodology used in the OECD’s recurrent SOE dataset.
Source: OECD Secretariat calculations based on “Strategic state-owned enterprises in the MENA region” in OECD (2013), State-Owned Enterprises in the Middle East and North Africa: Engines of Development and Competitiveness? http://dx.doi.org/10.1787/9789264202979-en.
The illustration in Figure 5.2 is subjective, since the identification of strategic SOEs was based on authors’ judgement and did not rely on any size or revenue thresholds. Although the OECD inventory focuses only on large, known SOEs and includes no information other than their sector of operation, it provides the most comprehensive overview available of national SOE sectors in the MENA region. As such, it could serve as a point of departure for future in-depth research on the characteristics of these strategic SOEs, for example on their corporate forms, number of employees and valuation. (An adapted version of the OECD’s inventory of strategic SOEs in MENA can be viewed in Annex 5.A.)
Separately, the Moroccan state’s annual report on SOEs provides an overview of their sectoral distribution, offering a useful illustration of the characteristics of Morocco’s state ownership portfolio (Figure 5.3). The figures include both “public enterprises” (SOEs) and “public establishments”, such as the National Employment Bureau and the country’s pension fund. According to the report, 24% of the country’s SOEs operate in the health, education and training sectors; 19% in habitat, urbanism and territorial development; 15% in agriculture and fisheries; and 13% in natural resources (water, energy and mining).
Figure 5.3. Sectoral distribution of SOEs in Morocco, 2017
Note: By number of enterprises. The data on Moroccan SOEs uses a different sectoral classification than that used for the MENA regional overview in Figure 5.2.
Source: Ministry of Economy and Finance of Morocco (2018), Projet de Loi de Finances pour l’année budgétaire 2018: Rapport sur les établissements et entreprises publics, www.chambredesrepresentants.ma/fr/system/files/documents/depp_fr.pdf.
It bears mentioning that many entities included in Morocco’s figures serve primarily as vehicles for implementing public service or public policy objectives and do not undertake predominantly commercial or competitive activities in the marketplace.
Sectoral data for listed companies
Corporate valuation and employment figures for individual enterprises are more readily available for SOEs that are listed on national stock exchanges. This chapter has not undertaken to produce an overview of government stakes in MENA’s listed companies. However, information on the Saudi Public Investment Fund’s shareholdings in listed companies, collected in the context of a recent review of national SOE sectors in 40 countries, illustrates the degree to which listing on stock exchanges improves the availability of basic corporate information, for example on corporate valuation, employment and degree of state ownership (OECD, 2017). In the case of Saudi Arabia specifically, such information is publicly available for the listed companies in the Public Investment Fund’s portfolio, while it is less readily available for other SOEs, for example in the oil sector.
Table 5.4 provides an inventory of all listed companies in which the Saudi Public Investment Fund, alone or together with other parts of the state administration, holds at least 10%. The majority of these companies by value are found in the manufacturing sector (33%), followed by finance (30%) and telecoms (17%).
Table 5.4. Saudi Public Investment Fund listed shareholdings
Source: OECD Secretariat calculations based on data collected for OECD (2017), The Size and Sectoral Distribution of State-Owned Enterprises, http://dx.doi.org/10.1787/9789264280663-en.
The predominance of manufacturing, financial and telecom companies in the Saudi Public Investment Fund’s portfolio of listed companies could perhaps signal an effort to improve the performance of SOEs operating in competitive sectors by subjecting them to the market (and shareholder) pressures associated with listing. It could also reflect measures to rescue failing companies considered to be of systemic importance, for example in the financial sector, or to develop local capital markets.
Although listed SOEs represent only a small part of the SOE landscape in the region, gathering more information on MENA governments’ listed shareholdings could provide useful insights into the state’s role in the corporate economy.
Comparison with OECD countries
Owing to the aforementioned data limitations, it is not possible to undertake a cross-regional comparison of the characteristics of MENA and OECD-area SOEs. However, some points of commonality can be identified based on the data available. For example, SOEs in the OECD area are also quite concentrated in the network industries (electricity and gas, telecoms and transportation) and the financial sector.8 In addition, SOEs in OECD countries are at least present, although not necessarily predominant, in most of the same sectors as MENA SOEs.
According to the latest review of SOEs in OECD countries (OECD, 2017), 58% of SOEs by value are found in the network industries (electricity and gas, transportation, telecoms and other utilities, including postal services). The financial sector represents 25% of all SOEs in OECD countries by value, followed by the primary sectors at 7% (Figure 5.4).
Figure 5.4. Sectoral distribution of SOEs in the OECD area, 2015 (by value)
Source: OECD (2017), The Size and Sectoral Distribution of State-Owned Enterprises, OECD, Paris, http://dx.doi.org/10.1787/9789264280663-en.
Comparing the sectoral distribution of OECD-area SOEs with that of the Saudi Public Investment Fund yields additional insights (Figure 5.5). The Saudi fund was chosen for the comparison primarily because its offers a relatively large universe of companies for which corporate valuation figures are publicly available, while there is a scarcity of corporate valuation data for SOEs in most MENA economies.
Figure 5.5. Sectoral distribution of SOEs held by the Saudi investment fund, 2015 (by value)
Source: OECD Secretariat calculations based on data on the Saudi Public Investment Fund’s portfolio, collected for OECD (2017), The Size and Sectoral Distribution of State-Owned Enterprises, http://dx.doi.org/10.1787/9789264280663-en.
The most marked difference between OECD-area SOEs and the portfolio of the Saudi Public Investment Fund is the predominance of manufacturing SOEs in the Public Investment Fund’s portfolio. Since the fund’s portfolio only includes the state’s non-oil assets (and is therefore not representative of the entire SOE sector in Saudi Arabia), this difference merely suggests a preference for subjecting manufacturing SOEs to the market pressures and disclosure requirements of stock-exchange listing.
5.5. Collection and publication of data on state-owned enterprises
Most MENA economies do not collect or publish centralised information on the characteristics or performance of the state’s portfolio of enterprises. The absence of centralised data on the number, size and sectoral distribution of SOEs is partly a natural consequence of most MENA economies’ dispersed state ownership arrangements, but can also reflect a disinclination to subject SOEs to heightened scrutiny by the state and/or the public.
A dearth of aggregate data on SOEs in MENA
Morocco appears to be the region’s only country to collect and publish performance data on the entire SOE sector on a regular basis. The country’s Ministry of Economy and Finance publishes an annual report on all public institutions and enterprises as part of the budgetary approval process within the Parliament (Ministry of Economy and Finance of Morocco, 2018). The report, which is transmitted to Parliament and made available on the ministry’s website, reviews the financial situation and performance of SOEs, state budget transfers to SOEs and developments in individual sectors.
Two MENA economies, Iraq and Tunisia, have taken steps to make basic information on SOEs available online.
In Tunisia, the Presidency of the Government (prime minister’s office) has published an online, searchable inventory of SOEs that includes links to enterprise websites as well as details on their legal form, their domain of operations among 62 sectors and their geographical location. Many SOEs cited in the inventory perform primarily non-commercial functions, for example the investment promotion agency, and are presumably included because they are legally incorporated as public establishments (Presidency of the Government, Republic of Tunisia, 2018).
In Iraq, data on the financial relationships among the country’s largest SOEs, state banks and the central government in 2014-15 has been published on the government’s website as part of a World Bank-supported project. According to the publicly available dataset, Iraq’s SOE Restructuring Committee manages a centralised database on SOEs’ financial and non-financial information based on reporting by individual enterprises, as required by Decree 446 of 2015 (Republic of Iraq, 2018).
Table 5.5. Publicly available data on state-owned enterprises in MENA
Source: (OECD, 2017) for Saudi Arabia; (OECD, 2013) and (Hassouna, 2018) for Egypt; (World Bank, 2014) for Tunisia; and questionnaire responses submitted by contributing institutions for Iraq and Morocco.
Some basic information on the number of SOEs and their sectors of operation is also publicly available Egypt and Saudi Arabia. Table 5.5 presents an overview of data on national SOE landscapes in the five MENA economies where such data is publicly available. This is not to say that there is a complete absence of information on SOEs in the other MENA economies under review in this report. However, no efforts appear to have been made for the central collection and publication of comprehensive quantitative information on national SOE sectors in these countries.
The collection and publication of centralised information on the characteristics and performance of state enterprises is clearly an area that could be further developed in the MENA region.
It bears noting that the absence of centralised data on SOEs is not unique to MENA. An OECD review of national SOE reporting practices in 52 countries – all 35 OECD countries and 17 emerging economies – found that about one-third of them did not undertake any form of public reporting on the SOE sector as a whole.
Nonetheless, the review found that more than half of the 52 countries surveyed provided some form of SOE reporting to the public, via annual reports on the entire SOE sector, reports on a portfolio of SOEs or online inventories of SOEs that are functionally equivalent to aggregate reports (Figure 5.6). The review focused on reports to the public and did not attempt to identify other forms of reporting, for example to Parliament or to line ministries, which also constitute important monitoring and accountability mechanisms (OECD, 2018).
Figure 5.6. SOE aggregate reporting practices globally
Note: The graphic portrays the results of a review covering all 35 OECD member countries as well as Argentina, Brazil, China, Colombia, Costa Rica, India, Indonesia, Kazakhstan, Lithuania, Malaysia, Paraguay, Peru, Philippines, Russian Federation, Saudi Arabia and South Africa and Viet Nam.
Source: OECD (2018), Ownership and Governance of State-Owned Enterprises: A Compendium of National Practices, www.oecd.org/corporate/ownership-and-governance-of-state-owned-enterprises-a-compendium-of-national-practices.htm.
Good practice on the reporting of SOE data
The publication of annual aggregate reports on SOEs is considered good practice for ensuring transparent and accountable state ownership. The internationally agreed SOE Guidelines consider the general public to be the ultimate owners of SOEs and recommend that the state and state-owned enterprises implement the same standards of transparency and disclosure that shareholders expect of listed companies.
The SOE Guidelines not only recommend that SOEs disclose corporate and financial information in line with international standards, but also call for the state to produce regular aggregate reports on the operations and performance of all SOEs (Box 5.7).
Box 5.7. Good practice on the publication of SOE aggregate reports
Chapter VI of the OECD Guidelines on Corporate Governance of State-Owned Enterprises states the following:
“The ownership entity should develop consistent reporting on SOEs and publish annually an aggregate report on SOEs. Good practice calls for the use of web-based communications to facilitate access by the general public.”
Annotations to Chapter VI add the following:
Aggregate reporting should cover all SOEs. It should be a key disclosure tool directed to the general public, the legislature and the media, and should allow the ownership entity to deepen its understanding of SOE performance and to clarify its own policy.
The reporting should result in an annual aggregate report issued by the state that focuses on financial performance and the value of the SOEs. It should provide an indication of the total value of the state’s portfolio and should include a general statement on the state’s ownership policy and how the state has implemented this policy.
The aggregate report should provide key financial indicators including turnover, profit, cash flow from operating activities, gross investment, return on equity, equity/asset ratio and dividends. Information should be provided on the methods used to aggregate data. The aggregate report could also include individual reporting on the most significant SOEs.
The ownership entity should consider developing a website, which allows the general public easy access to information.
Source: Edited excerpt from OECD (2015), Guidelines on Corporate Governance of State-Owned Enterprises, http://dx.doi.org/10.1787/9789264244160-en.
Table 5.6. Aggregate value and performance of SOEs in Sweden
Source: Government Offices of Sweden (2015), Annual Report State-Owned Enterprises 2015, www.government.se/reports/2016/09/annual-report-state-owned-enterprises-2015/.
Table 5.7. Example of company-specific reporting: Sweden’s postal service
Source: Government Offices of Sweden (2015), Annual Report State-Owned Enterprises 2015, www.government.se/reports/2016/09/annual-report-state-owned-enterprises-2015/.
Sweden offers an example of good practice in aggregate reporting. An annual report on state ownership is published by the Government Offices of Sweden and is available online in both English and Swedish. The report includes extensive details on the state’s ownership policy and practices and on the financial and non-financial performance of the state’s portfolio of enterprises. Non-financial performance reporting includes information on the achievement of public policy objectives and sustainability targets.
Table 5.6 reproduces a table in the Swedish report that discloses basic information on the aggregate value and performance of the state’s entire SOE portfolio.
Sweden’s aggregate report also includes company-specific pages that reproduce annual income statements and balance sheets and disclose information on the following:
significant events that occurred over the course of the year
company performance against financial, sustainability and public policy targets
the identity of board members and the CEO and their total remuneration
key performance indicators.
The key performance indicators notably include reporting on the gender balance among SOE employees, board members and managers, which is related to the government’s stated target that all SOE boards should comprise at least 40% of each gender. Table 5.7 reproduces data from PostNord AB, the national postal service.
5.6. The way forward
Key findings
This chapter has shown that exercise of state ownership remains dispersed across the public administration in the majority of MENA economies, with ministries in many cases simultaneously exercising ownership and regulatory roles. This can lead to conflicting objectives on the part of state actors.
As markets liberalise and are opened to greater competition with private companies, and as SOEs become increasingly active in cross-border trade and investment, their competitive conditions in home markets may lead to heightened concerns from abroad about how this impacts the global level playing field.
Many MENA governments have taken steps to harmonise state ownership and governance practices across ministries, for example through the development of SOE governance codes. Others have transferred commercially oriented SOEs to holding companies to subject them to more explicit financial performance targets. In a few countries, state audit institutions have begun to play a more prominent role in strengthening the accountability landscape for SOEs, by undertaking financial audits or, less frequently, in-depth reviews of SOEs’ performance and governance.
Given the degree of decentralisation of state ownership arrangements in the MENA region, there have been limited efforts to gather and publish centralised information on SOEs’ characteristics and performance in individual economies. There is also scope for clarifying and disclosing SOEs’ commercial and public policy objectives.
Establishing a clear overview of the state-owned enterprise landscape is a crucial starting point for designing effective ownership reforms. Clarity regarding the nature of SOEs’ objectives is also necessary to monitor and improve their performance.
These key findings can be summarised as follows:
State ownership is predominantly decentralised in the MENA region. Line ministries often simultaneously undertake state ownership and regulatory functions, leading to conflicts of interest and inefficiencies.
There is scope for further professionalisation of state ownership practices, for example through the development of ownership policies or, at least, harmonised corporate governance standards applicable to all SOEs.
Lack of transparency on the objectives, performance, governance and regulation of SOEs limits the scope for MENA governments to monitor, and ultimately improve, SOE performance.
Measures could be taken to improve accountability in the state-owned enterprise sector, including by strengthening financial audits and clarifying the role of state audit institutions in monitoring SOE governance practices.
Policy options
A group of interrelated policy options can be proposed to address the challenges facing MENA governments as they seek to improve the performance and practices of state-owned enterprises (Figure 5.7).
Figure 5.7. Main policy areas for informed state ownership practices
The OECD Guidelines on Corporate Governance of State-Owned Enterprises provide a blueprint for ensuring that SOEs operate efficiently, transparently and on a level playing field with private enterprises. All recommendations in that document can be used as a guidepost for MENA governments as they consider undertaking policy and legislative reforms to improve the corporate governance of SOEs.
However, implementing the SOE Guidelines is a process that requires prioritisation of reform efforts. The policy options summarised in Table 5.8 and developed below attempt to support this prioritisation by proposing measures that are adapted to the current status of state ownership policy development in most MENA economies.
These policy options are by no means an exhaustive or prescriptive list. They mostly emphasise measures to improve the transparency with which SOEs in the region operate, with a view to strengthening accountability and ultimately driving better performance. The SOE Guidelines provide a more complete and long-term set of policy recommendations that take into account the holistic nature of SOE governance reform.
Table 5.8. Policy options to inform effective state ownership reforms
Mapping national SOE portfolios and undertaking aggregate reporting
A central mapping survey of all enterprises in the state’s ownership portfolio is fundamental for the design of coherent and effective state ownership reforms. National governments could consider gathering and disclosing information on which companies are state-owned, what objectives they are expected to achieve and how they perform against those objectives.
Disclosing this information to the public would strengthen the accountability of state actors and of the corporate organs of SOEs concerning the performance of state-owned enterprises. Such a data collection could be facilitated by the identification of one state body clearly mandated and sufficiently resourced to lead the effort.
Clarifying and disclosing the objectives of SOEs
National governments could also consider measures for clearer definition and disclosure of individual SOEs’ commercial and non-commercial objectives.
SOEs should be given the autonomy to achieve clearly defined performance objectives, which would help shield them from ad hoc or political interference that can hinder their efficiency or even jeopardise their commercial viability.
In jurisdictions where a comprehensive identification of all SOEs’ objectives is not feasible at the current juncture, governments may find it fruitful to begin identifying and disclosing the rationales for state ownership of individual enterprises. This may lead to the decision to relinquish or gradually reduce state ownership of enterprises where there is no evident rationale for state ownership.
This exercise could lay the groundwork for the development of a policy that clearly outlines the rationales for state ownership as well the responsibilities of government entities involved in implementing the ownership policy.
Reorganising the state ownership function
It might not yet be feasible, or indeed economically efficient, for MENA governments to centralise state ownership functions in one entity. Steps could nonetheless be taken to harmonise state ownership practices across the public administration to ensure that ownership is conducted on a whole-of-government basis rather than at the discretion of individual ministers.
For example, state ownership policies or, alternatively, SOE corporate governance standards applicable to all SOEs, could be formulated. Monitoring of their implementation could then usefully be undertaken through a regular reporting process, which could eventually be incorporated into aggregate reports to the public.
Any corporate governance standards applicable to all SOEs should be sufficiently flexible to accommodate SOEs operating with a variety of commercial and non-commercial objectives. For purposes of creating a level playing field, policy makers should also ensure that the code of corporate governance for SOEs is consistent with corporate governance standards for listed companies.
Clarifying the role of state audit institutions
The role of state audit institutions in monitoring the finances and performance of SOEs varies across the region, often depending on how integrated SOEs’ operations are within the public administration.
For SOEs that are not incorporated according to general company law and that are mostly operated as part of the general government, state auditors have a legitimate role to play in reviewing the quality and credibility of SOEs’ financial statements.
For SOEs that are incorporated as companies and operate in competitive sectors of the economy, audits of financial statements should be undertaken by a qualified external auditor. In such cases, the responsibilities of state audit institutions should be limited to conducting “performance audits” or “value-for-money” audits, which assess the extent to which SOEs create value from the resources at their disposal.
Such performance audits could usefully examine how state ownership and regulatory arrangements impact SOEs’ value-for-money, and could make recommendations accordingly.
Avenues for future work
Building on the policy options proposed above, Box 5.8 summarises potential avenues for future work that were identified during the preparation of this report.
Box 5.8. Avenues for future work on state ownership
Possible avenues for future work emerged during the preparation of this report, many of them suggested by members of the Focus Group on State Ownership in MENA.
Monitoring developments and sharing good practices
In order to strengthen the performance, efficiency and governance of SOEs, MENA policy makers might consider taking the following steps:
Seek and share advice on policy, institutional and legislative reforms that are necessary for successful implementation of a centralised state ownership model, including advice on how to sequence the reforms.
Identify good practice for the use of holding companies to improve corporate governance and performance in SOEs. This could involve examining how state holding companies that manage special economic zones balance their regulatory and commercial (developer) roles.
Monitor developments in the listing of shares of SOEs on stock exchanges and share related good practices. This could build on previous work by the OECD that examined the national experiences of China, India, New Zealand, Poland and Turkey in this domain (OECD, 2016).
Examine the role of state audit institutions in strengthening accountability for state ownership in the region. Issues to investigate could include state audit institutions’ degree of independence, their mandate and whether they have the resources for effective performance auditing of the SOE sector.
Strengthening data on SOEs in MENA economies
In order to facilitate reform through greater transparency and disclosure of data about state ownership, MENA policy makers might consider taking the following steps:
Collect high-quality and comprehensive data on the value, employment and legal forms of all SOEs. This could potentially be undertaken with the support of the MENA-OECD Working Group on Corporate Governance.
Add interested MENA economies to the OECD’s recurrent data collection on the size and sectoral composition of SOEs (OECD, 2017), once they have collected the relevant data.
Gather data on the ownership levels, sectoral distribution and value of MENA governments’ listed shareholdings to shed light on this form of state involvement in the corporate economy.
Explore the role of MENA SOEs in cross-border trade and investment, for example their export orientation and performance, and discuss policy concerns related to the internationalisation of SOEs. This could be carried out in collaboration with the MENA-OECD Working Group on Trade and Investment, and could build on OECD work on the issue (OECD, 2016).
The policy options for reform of state ownership that are presented in this chapter are necessarily broad in scope to maintain their applicability at the regional level. Building on this, it could be fruitful to develop country-specific options for reform.
The OECD undertakes reviews of national state ownership practices upon request. The reviews result in recommendations to align national practices more closely with the standards of the OECD SOE Guidelines. Examples are available here: www.oecd.org/daf/ca/oecd-soe-reviews.htm.
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Annex 5.A. Listing of strategic SOEs in the MENA region
Notes: The sectoral classification of entities has been updated to align with the methodology used in the OECD’s recurrent SOE data collection exercise (OECD, 2017). For UAE, some enterprises held at the sub-national level of government (by individual states) are included in the inventory of strategic SOEs, while for the other countries only enterprises held by the central level of government are included.
The Moroccan authorities report that the Compagnie Générale Immobilière is a medium-sized enterprise of no strategic importance operating in a highly competitive sector.
2 The sectoral classification of entities has been updated to align with the methodology used in the OECD’s recurrent SOE data collection exercise (OECD, 2017). For UAE, some enterprises held at the sub-national level of government (by individual states) are included in the inventory of strategic SOEs, while for the other countries only enterprises held by the central level of government are included.
3 Emirates Investment Authority is the sovereign wealth fund of the United Arab Emirates and therefore could be classified as a state ownership entity, rather than as an SOE.
4 Empower provides cooling solutions to buildings and is owned jointly by the Dubai Electricity and Water Authority (DEWA) and the Dubai Technology and Media Free Zone (Tecom).
Source: Adapted from OECD (2013), State-Owned Enterprises in the Middle East and North Africa: Engines of Development and Competitiveness? http://dx.doi.org/10.1787/9789264202979-en, with updates provided by Focus Group members as of May 2018.
Notes
← 1. This is based on an identification of government-owned companies in the 2017 edition of the Fortune 500 list of the world’s largest companies, http://fortune.com/global500/list/. Of those 500 companies, about 20% are state-owned, most of which are domiciled in China.
← 2. The conclusion that most MENA economies have decentralised state ownership arrangements is based on author judgment, drawing on a non-exhaustive online review and identification of the ministries overseeing large, known SOEs in individual MENA economies (e.g. national postal services operators, telecoms companies, oil and gas companies and national airlines and railways).
← 3. The Working Group on Restructuring State-Owned Enterprises in Iraq developed a roadmap for SOE restructuring with the support of several international organisations (UNDP, UNIDO, World Bank, OECD). The roadmap was approved by the Iraqi Council of Ministers in 2010. It notably included plans for the full corporatisation of SOEs, but ultimately did not achieve its intended outcomes.
← 4. Information on Morocco’s draft legislative proposal on SOE governance and financial control, which was under consideration by the government as of early 2018, is available in French at: www.sgg.gov.ma/portals/0/AvantProjet/115/Avp_Loi_gouvernance_Fr.pdf.
← 5. For more information on the planned partial listed of Enppi and Egypt’s IPO programme, see: www.bloomberg.com/news/articles/2017-06-15/egypt-expects-to-raise-up-to-150-million-from-enppi-share-sale.
← 6. To simplify, the figure does not include a fifth ownership model, the “twin track” system, which is not very commonly employed. To this spectrum of state ownership models could be added a sub-category of “centralised with exceptions”, to reflect situations where almost all SOEs are overseen by a central ministry.
← 7. The sectoral distribution of strategic SOEs in 16 MENA economies is adapted from OECD (2013). A number of companies have been reclassified into different sectors in an attempt to use the sectoral classification of the OECD dataset on the size and sectoral distribution of SOEs, the results of which were published in OECD (2017). Some enterprises were added in April 2018, based on feedback from the Focus Group on State Ownership in MENA.
← 8. It is not possible to undertake a reliable comparison of the sectoral distribution of SOEs in the MENA region and OECD countries, given the lack of comprehensive, comparable data on MENA SOEs. In the absence of such data, this text highlights some general trends.