Cấu trúc sở hữu của các công ty niêm yết trên thị trường Việt Nam
TRƯỜNG ĐẠI HỌC KINH TẾ - ĐẠI HỌC ĐÀ NẴNG
CẤU TRÚC SỞ HỮU CỦA CÁC CÔNG TY NIÊM YẾT TRÊN THỊ TRƢỜNG
VIỆT NAM
THE OWNERSHIP STRUCTURE OF VIETNAMESE LISTED COMPANIES
Trinh Thuy Huong
Khoa Thương Mại, Trường Đại học Kinh tế
TÓM TẮT
Bài báo này phân tích và phân loại cấu trúc sở hữu của doanh nghiệp Việt Nam được niêm yết trên thị trường
chứng khoán dựa trên dữ liệu của sàn chứng khoán HCM HOSE. Tác giả tin rằng sự khác nhau trong phong
cách quản lý giữa doanh nghiệp nhà nước (SOEs) và hộ gia đình (FBs) có thể do sự khác nhau giữa cấu trúc sở
hữu. Chúng tôi xem xét kết quả của phân tích này sẽ có giá trị trong việc đo lường sự khác nhau trong phong
cách quản lý c ng như sự cẩn thận của ban giám đốc giữa các doanh nghiệp có cấu trúc sở hữu khác nhau.
Từ khóa: cấu trúc sở hữu, SOEs, FBs.
ABSTRACT
This article analysis and classify ownership structure of Vietnamese Companies listed on the stock market into
several types based on Ho Chi Minh Security Exchange (HOSE) data. The authors believe that the difference in
management style between SOEs (state owned enterprises) and FBs (family businesses) may arise from
differences in ownership structure. We consider that the results of this analysis would be valuable in assessing
the differences in manager consciousness as well as management styles between business organizations with
different type of ownership.
Key words: ownership structure, SOEs, FBs.
1. Introduction
In this article, the authors analyze and classify ownership structure of Vietnamese Companies
listed on the stock market into several types based on Ho Chi Minh Security Exchange (HOSE) data.
In thinking about enterprises in Vietnam, the authors referred to the fact that the productivity of
the state owned enterprises (SOEs) is extremely low, due to management style of these enterprises
which is not modernized and still depends on socialistic style. This is a serious matter which needs
urgent attention. It has been over 20 years since the reform of Vietnamese enterprises in the early
1990s, and SOEs are still facing various problems from mistakes made in attempting to modernize
management methods. Inefficiency of seemingly irrational management method has been an
obstruction for Vietnamese economic development.
In contrast to SOEs, family businesses (FBs) have achieved high economic performance with
their efficient modernized management methods. The leaders of these companies realized the
importance of modernizing management methods and applied them to improve company performance.
The authors believe that the difference in management style between SOEs and FBs may arise
from differences in ownership structure. In this paper, ownership structure of Vietnamese Listed
Companies will be closely analyzed. We consider that the results of this analysis would be valuable in
assessing the differences in manager consciousnesses as well as management styles between business
organizations with different type of ownership.
This paper has five sections including this introduction. In the next section, the authors briefly
explain the establishment and changes in the Vietnamese stock market, stock ownership structure, and
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membership structure of the Board of Directors and Managing Officers of the listed companies based
on the analysis of annual reports (2011) of HOSE (305 listed companies) and HNX (396 listed
companies). In the third section, the authors attempt to classify the ownership of those companies into
eight types from the analyzed results. In the forth section, the authors make a comparison of several
characteristics between Vietnamese and Chinese stock ownership structure and conclude this paper in
the last section.
2. The Change and General Condition of Vietnamese Stock Market
2.1. Establishment of Security Exchange in Vietnam
The Vietnamese Government began preparations to open the stock market in 1993 and
established ―The National Committee of Security Exchanges‖ in 1996. The Ho Chi Minh City
Securities Trading Center was established in 2000 and the name was changed to ―Ho Chi Minh Stock
Exchange" (HOSE) from 2007. "Hanoi Stock Exchange" (HNX) was also established with the name
―Hanoi Securities Trading Center‖ in 2007. With the Law on Security enacted in 2006, Vietnamese
capital markets were properly functioning (Table 1). As shown in the Table 2, the standards for
companies to be listed on the stock market are different between HOSE and HNX. HOSE standards
were developed for categorizing large sized companies, while HNX standards were developed for
small sized companies.
Table 1. The main activities to establish stock market in Vietnam
November 6,1993
September, 1994
June 29, 1995
The State Bank of Viet Nam organized a steering committee to open stock
market
Government organized a committee to research and publish the law on
security exchange
Government organized the preparing committee for establishing security
market
November 28, 1996
July 10, 1998
Government established ―National Security Committee" (SSC)
Prime Minister made decision to establish the Securities Trading Center in
Hanoi and Ho Chi Minh
July 20, 2000
March 8, 2005
Securities Trading Center was established in Ho Chi Minh; and two
companies were listed
Securities Trading Center was established in Hanoi; and six companies were
listed
June 29, 2006
January 19, 2007
May 11, 2007
Law on Security was established and enacted
The guidance of Law on Security was promulgated
Ho Chi Minh City Securities Trading Center was changed into independent
corporate and renamed to ―Ho Chi Minh Stock Exchange‖ (HOSE)
June 24, 2009
Hanoi Securities Trading Center was changed into independent corporate
and renamed to ―Hanoi Stock Exchange‖ (HNX)
*Source: Law on Security of Vietnam (2006), The Ministry of Finance, HOSE and HNX webpages (confirmed on
September, 15, 2014).
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Table 2. The Standards to be listed on the markets of HOSE and HNX
Standard
Legal Capital
(Invested capital to be USD)
listed)
HOSE
HNX
80 billion VND (about 3.800.000
10 billion VND (about 480.000
USD)
Operating profit
Surplus profit in 2 years before
Surplus profit in 1 year before listing
listing and total surplus profit before (**)
listing
Credit and obligation
-No obligation without reservation
There is no debt payment term over
one year; no obligation to the
government
-If there is a debt of people involved
Board of Directors, Managing
Officers, President, Vice-president,
Accounting Manager, and the other
major shareholders, it is necessary to
publish them
Stock owners
At least 100 non major shareholder
At least 100 non major shareholder
investors has to own minimum 20% investors has to own minimum 20 %
of the total stocks (with voting right) of the total stocks (with voting right)
Minimum
period
members(*)
holding Owning 100% of the total stocks for Owning 100% of the total stocks for
of
Board at least 6 months and must retain at
least 50% of total stocks
at least 6 months and must retain at
least 50% of total stocks
continuously for 6 months thereafter continuously for 6 months thereafter
excepted stocks owned by
government
excepted stocks owned by
government
Notes:
*"Board members" refers to members of the Board of Directors, Managing Officers, President, Vice President,
and Accounting Manager.
**Not necessary as long as the company was converted into Corporation from fully state-owned, or newly
established enterprise in infrastructure construction field or high-tech field.
2.2. Enlargement of stock market
Since the establishment of HOSE in 2000, the Vietnamese stock market had been growing
rapidly, but after 2006, it really took off. The number of companies listed on HOSE and HNX
increased substantially from 28 companies in 2005 to 156 companies in 2006. Also, the number of
stocks traded increased 11 times, from 210 million stocks in 2005 to 2.34 billion stocks in 2007. The
reasons behind this rapid growth in the Vietnamese stock market included the establishment of HNX,
as well as an improved legal system such as the Security Law, which laid out the procedure for listing
and issuing stock. The rapid growth of the capital market continued; and the total value of stocks
(market capitalization) on both HOSE and HNX proportionally obtained 43 % in GDP in 2007.
However, the number of stocks traded on Vietnamese market drastically decreased after the
World Economic Crisis which occurred in Autumn 2008. In addition, the market capitalization to
GDP fell to 15% in 2008, one-third of its value (43%) in 2007.
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Table 3. Changes of HOSE and HNX (2000-2011)
Year
Number of listed
companies
(accumulated)
No. of traded stocks
(x100 million)
Market
capitalization
(billion VND)
Proportion
to GDP
(%)
HNX
-
HOSE
5
HNX
-
HOSE
0.32
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
1000
600
0.2
0.1
-
7
-
0.07
-
14
-
0.45
2,400
0.4
-
n.a.
18
-
0.07
2,300
0.4
-
-
0.22
7,400
1.0
4
24
0.11
18.85
7.95
11.46
19.80
22.16
3.42
2.10
40,000
221,200
491,000
225,000
620,000
741,300
556,700
4.8
79
108
173
270
389
394
77
9.96
22.7
42.9
15.2
37.4
37.4
22.0
111
144
196
272
302
23.71
18.57
44.66
24.37
10.84
*Source: HOSE and HNX webpage
The stock market recovered in 2009 and 2010; and, the number of traded stocks and the
aggregate value‘s proportion to GDP increased about two times. While the number of listed companies
increased in 2011, the number of traded stocks and market capitalization decreased. The reason for the
decline in these was because of Vietnamese super high inflation in this year (23% per year in the peak
months and 18% per year on average) and low productivity of enterprises.
From 2011 to 2012 the Vietnamese government set out a policy of financial contraction by
raising loan interest rates and reducing the loan amounts available for security investment. Due to this
policy, individual investors transferred their money to bank saving; thus, the funds invested in the
stock market drastically decreased. At the same time, enterprises‘ productivities decreases because
they did not invest their reserve funds from stocks sold at high prices in 2009 and 2010 in product
innovation. As we can see from this, Vietnamese enterprises did not have high production
performance because the top and middle managers did not have effective management skills, and
modern management methods were not introduced properly. This clearly shows that the management
methods of Vietnamese enterprises had fundamental defects which resulted in the poor economic
performance of Vietnam.
2.3. Industrial structure of listed companies (2011)
Table 4. Industrial structure of listed companies (2011)
HOSE
HNX
Total
Industry
No. of
No. of
No. of
Proportion
Proportion
Proportion
companies
companies
companies
Agriculture and fishery
Construction
11
32
87
4%
0
0%
11
2%
10%
29%
99
56
25%
14%
131
143
19%
20%
Manufacturing
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Mining
Electric power
Service
20
9
7%
3%
62
5
16%
1%
82
14
86
50
14
31
52
69
18
701
12%
2%
24
22
10
15
40
35
0
8%
62
28
4
16%
7%
12%
7%
Transportation
Finance
7%
3%
1%
2%
Communication
Real estate
Commerce
Unknown
5%
16
12
34
18
396
4%
4%
13%
11%
0%
3%
7%
9%
10%
3%
5%
305
100%
100%
100%
Total
Source: 2011 Annual Reports of 305 companies listed in HOSE and 396 companies listed in HNX at April 28,
2011.
Table 5. Market capitalization of listed companies on HOSE by Industry (2009-2011)
2009
Market
capitalization
(x100 million
2011
Propor-
tion to
GDP
Market
capitalization
(x100 million VND) GDP
Propor-
tion to
Industry
No. of
Propor-
No. of
companies tion
Propor-
companies tion
Arriculture and fishery
6
5
3,3%
6.926
12.716
72.811
4.900
1,4%
2,7%
15,2%
1,0%
0,0%
2,5%
2,5%
3,1%
2,0%
0,2%
49,3%
20,0%
0,1%
6
8
2,1%
7.184
9.445
126.033
83.498
274
1,1%
Mining
2,7%
36,6%
3,8%
0,0%
8,2%
15,3%
7,7%
1,1%
0,5%
6,6%
13,1%
1,1%
2,8%
35,5%
5,0%
0,7%
10,3%
12,4%
8,9%
1,1%
1,4%
5,7%
12,4%
0,7%
0,4%
0,7%
100%
1,5%
19,5%
12,9%
0,0%
2,3%
1,7%
1,6%
0,1%
2,2%
42,1%
14,8%
0,0%
0,0%
0,1%
100%
Manufacturing
67
7
100
14
2
Facilities for electric power, gas, steam, air conditioner
Water suply, waste disposal
Construction
15
28
14
2
12.147
11.933
14.766
9.819
29
35
25
3
15.118
10.744
10.363
533
Commerce (wholesale and retail), machine repaire
Transporation, warehouse business
Hotel, restauran
Information and communication
Finace, bank and insurance
Real estate
1
1.142
4
13.912
272.286
95.935
276
12
24
2
236.234
95.754
319
16
35
2
Scientific research
Administrative service
Recreation
1
196
2
757
Total
183
100%
479.467
100%
282
646.554
Source: same as Table 4.
Looking at the number of listed companies on HOSE and their market capitalization in 2011
(see Table 5.), the following characteristics are indicated. First of all, although the total number of
listed companies increased for three years from 2009 to 2011, the percentages of aggragete market
capitalization of "manufacturing‖ (around 36%), ―commerce (wholesale and retail)‖ (13-15%), and
―real estate‖ (around 13%) did not change much. Secondly, the market capitalization of "finance,
banks and insurance companies" (42-49%) was highest in both 2009 and 2011. However, second and
third highest proportions were ―real estate‖ (20% and 15% in 2009 and 2011, respectively) and
―manufacturing‖ (15% and 20% in 2009 and 2011, respectively). Thirdly, value for the market
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capitalization of ―manufacturing facilities for electricity, steam and air-conditioning units‖ grew 13
times higher. This shows how the market capitalization expanded from industry to industry.
2.4. Number of employees of listed companies
Table 6. shows the number of employees of listed companies on HOSE and HNX. The
proportion of number of the companies with 100-500 employees was 35% on average (38% on the
HOSE, 32% on HNX) while the proportion of companies with 1,000-5,000 employees was 18% on
HOSE and 8% on HNX. However, there were only 5 companies which had more than 10,000
employees. As shown in Table 6, the percentage of companies where the number of employees was
unclear, was not small, around 24% in total. However, the proportion of companies listed on each
market which had less than 5,000 employees was an overwhelmingly high percentage.
Table 6. Size of Number of employees (2011)
HOSE
HNX
Total
Number of
employees
No. of
companies
No. of
companies
No. of
companies
Proportion
Proportion
Proportion
Under 100
100-499
21
117
43
56
6
7%
38%
14%
18%
2%
66
128
56
30
2
17%
32%
14%
8%
87
245
99
86
8
12%
35%
14%
12%
1%
500-999
1.000-4.999
5.000-9.999
More than
10.000
1%
5
2%
0
0%
5
1%
Unknown*
Total
57
19%
114
396
29%
171
701
24%
305
100%
100%
100%
Note: *“Unknown” means the number of employees was not reported.
Source: same as Table 4. The classification is organized by the authors.
2.5. Size of Board of Directors and Managing Officers in the listed companies
Table 7. Size of Board of Directors and Managing Officers in the listed companies
HOSE
HNX
Total
Number of
members
Board of Directors Managing Officers Board of Directors Managing Officers Board of Directors Managing Officers
No. of
Pro.
61%
No. of
Pro.
71%
1%
No. of
Pro.
63%
No. of
Pro.
62%
0%
No. of
Pro.
62%
No. of
Pro.
66%
1%
1-5
185
4
216
4
249
1
245
0
434
5
461
4
More than 10
Total
1%
0%
1%
305 100%
4.6
396 100%
4.3
701 100%
4.4
305 100%
5.7
396 100%
5.3
701 100%
5.5
Average*
Note: *”Average” does not include the companies with unknown data. ( Source: same as Table 4.)
According to Vietnamese ―Enterprise Law (2005)‖, ―Members of Board of Directors must
consist of at least three members and no more than eleven members‖ (Article 109), and the role of
management must be headed by the president. However, the rule that Managing Board must be set up
as a committee is not stated in the articles. Looking at the number of members of Directors on the
Board of listed companies on HOSE and HNX (Table 7), were of ―1-5 persons‖ (about 62%) for both
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markets. The number of members on the Board of Directors of Vietnamese companies is small
compared to other ASEAN (Thai, Philippine and Malaysian) listed companies and can be attributed to
the small number of employees in Vietnamese companies in general.
Concerning the number of managing officers, most companies had ―1-5 persons‖ (71% on
HOSE, 80% on HNX). Cases, where a member of Board of Directors was also a member of the
Managing Board23 are shown in Table 8. Companies which had Board members that did not hold any
position on the Managing Board (so called two tier structures), were 12 companies (4%) on HOSE,
and 8 companies (2%) on HNX. The percentage of companies which had only one person taking both
positions was 26% and 20% on HOSE and HNX, respectively. For companies which had 2 persons
taking both positions was 28% on HOSE and 28% on HNX, and 3 persons taking both positions were
24% on HOSE and 21% on HNX. To sum up, the percentage of companies which had 1 to 3 persons
holding both positions was about 70% to 80%. Looking at the average of both centers, the number of
persons on the Board of Directors was 5.7 persons, and number of persons who took both positions
was 2.2 persons on HOSE, and there were 5.3 persons and 2.1 persons on HNX.
Table 8. The number of persons taking positions
on both Board of Directors and Managing Board
HOSE
HNX
Total
Proportion
Number of
concurrent
members
Number of
Number of
Number of
companies
Proportion
Proportion
companies
companies
None
12
80
86
74
19
12
22
305
4%
26%
28%
24%
6%
8
79
109
82
20
3
2%
20%
28%
21%
5%
20
159
195
156
39
3%
23%
28%
22%
6%
1 person
2 person
3 persons
4 persons
5 persons
Unknown
Total
4%
1%
15
2%
7%
95
396
24%
100%
117
701
17%
100%
100%
Average*
2.2
2.1
2.1
Note: *”Average” does not include the number of companies with unknown data. (Source: same as Table 4.)
Table 8 clearly shows who has essential control of Vietnamese companies. The characteristics
of the decision making structure of top management in Vietnamese company gives priority to one to
three persons who take positions on both the Board of Directors and a managing position as President
or Vice-President; and they are also in charge of making important daily decisions for the company.
Secondly, the size of Board of Directors was small (one to five persons/62%), and the size of the
Managing Board was also small (one to five persons/71%). This means that daily management
authority was concentrated in one to three persons who took both positions. If they owned more than
50% of the stock of the company, they would have essential authority from both the point of stock
ownership and managing right. Therefore, it is important for stock owners to analyze the size of the
Board of Director and Managing Board, and to see how many persons take both positions. By
23 Some enterprises have managing officers but do not organize them to managing board as a committee
structure.
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analyzing these issues, the authors wish to make clear that knowing control by ownership,
management, or others is necessary to evaluate Vietnamese companies.
3. Ownership Structure of Vietnamese listed companies
In this Chapter, the authors analyzed ownership structure of Vietnamese listed companies based
on data issued by HOSE and HNX, and sort it into eight different classifications24.
3.1. Structure of total stock issued
One of the purposes to establish a stock market in Vietnam was to facilitate the privatization of
state owned enterprises. The privatization of enterprises is currently on going, but the recent speed of
privatization has been slow. Foreign multi-national enterprises and private companies have been
lobbying to have privatization sped up. Although the speed of privatization was not accelerated as
such, the number of stocks owned by the state has gradually decreased, and a considerable amount of
stock owned by the state has not been put into circulation. Table 12. showed the number of shares
issued in 2011 and their ownerships.
Table 12. Stock Ownership Structure of companies listed on HOSE (2011)
Stock Ownership
State
Number of share held
3,879,169,235
Proportion (%)
19
34
Corporate body
Officer and family
Other individual
Other
6,789,940,686
2,189,818,066
11
3,489,850,230
17
3,628,355,668
18
Total
19,977,133,886
100
Note: Number of holding stocks does not include the enterprises which have not reported the data.
Source: same as Table 4.
3.2. The meaning of state, corporate body, and officer as ownership subjective
As shown in Table 12., about 20 billion stocks were listed on HOSE in 2011 and proportion of
stocks owned by state was 18%, by corporate bodies was 34%, by officers including members of
Board of Directors and their family was 11%, by small individual stockholders was 17% and others
was 18%.
Under Vietnamese ―Enterprise Law‖, ―Stock owned by state means stock bought and paid for
by capital from the government budget, or by capital owned by the representative government
institutions, or government profit organizations‖. "That is, the state, means government and ministries,
and other state institutions, and state- owned corporations, or corporative bodies whose stocks are
owned over 50% by the government‖ (Article 4).
Although ―Corporate body‖ means any organization as legal entity except the state, the
Vietnamese ―Enterprise Law‖ does not make a clear distinction between business corporate bodies
which deal in stock with their own fund, and institutional investors or investment funds which deal in
stock with money collected from customers. However, under the Vietnamese ―Security Law‖, the
terminology ―corporate body‖ is not used, but ―Dealing Expert of Security‖ is used, and it refers for
Commercial Bank, Financial Institutions, Lease Companies, Insurance Companies, and Trust Invest
24 Classification is organized with HOSE data only.
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Banks‖. Therefore, ―Dealing Expert of Security‖ should be understood as the Institutional Investor
that deals in stocks with their own fund or funds held in trust from individual investors. In this sense,
Vietnamese stock owned by Corporate Body is circulated stock and it is quite different from Chinese
stock owned by Corporate Body that is classified as uncirculated stock. By this provision, business
corporations at large that deal in stock with their own capital are not distinguished from Institutional
Investors or Investment Funds that deal in stock with funds held from individual investors.
By Article 4 of ―Enterprise Law‖, ―Officers‖ refer to members of the Board of Directors, audit
committee, president, vice president, and department heads of finance‖. If the stock owned by Officers
is over 50% of the total stock, this corporation is considered to be a Manager Owned Corporation. The
ownership proportion of stock owned by officers must be disclosed (―Enterprise Law‖, Article 118).
The ―Other individual‖ shown in Table 12 refers to the individual investor, and ―Others‖ means
those where stock ownership is not clear and includes foreign investors.
Looking at the proportion of ownership structure of stocks in the Table 12, stocks owned by
―the other individual persons‖, in other word, stock which was dispersed to small individual investors
accounts for 18%, while 64% of the total stock was concentrated in State, Corporate Bodies or
Individual Officers.
3.3. Stock ownership by the largest stockholders
The ―Security Law‖ regulates that ―the largest stock owner refers to stock owners who own
over 5 percent of total stock with voting right‖ (Article 6). Such large stock owners have a duty to
inform the company, State Security Committee (SSC) and HOSE or HNX of the following 3 items. i)
Name, nationality, address, and occupation (in the case of corporate body, legal name, address, and
kind of sector), ii) Amount of negotiable stocks and its proportion to total negotiable stock, iii)
Adjustment and the amount in cases that deal with over one percent stock issued..
Table 13. Ownership by the largest stockholders
Aggregate holdings by
largest stockholders
Average of No.
No. of
companies
Proportion
of large
stockholders
Over 50%
20%-50%
2.5
2.6
1.2
0
155
87
51%
29%
5%
Under 20%
15
Absence of large stockholders
Total
48
16%
100%
305
Note: Large stockholder means the holder who owns at least 5% of outstanding stocks of that company.
Source: same as Table 4.
3.4. Proportion of stock ownership by the largest stockholders (State, Corporate body and
Officer/Family)
Regarding stock owned by the State, the number of companies that had more than 50 percent
stock owned by state was 62 (20%), from under 50 percent to over 20 percent was 36, (12 %) and
from under 20 percent to over 5 percent was 27 companies (9%). The total number of companies
where the state was a significant stock holder was 125 companies (62＋36＋27＝125 companies,
41%).
400
HỘI THẢO KHOA HỌC - QUẢN TRỊ VÀ KINH DOANH (COMB-2014)
Table 14 shows the proportion of stocks owned by state, corporate body and officer/family.
Table 14. The proportion of stock ownership
by State, Corporate Body and Officer/Family (2011)
Aggregate stockholdings
State
Corporate Body
Officer/Family
No. of com. Proportion No. of com. Proportion No. of com. Proportion
More than 50%
Over 20%-less than 50%
Over 5%-less than 20%
Less than 5%
62
36
20%
12%
9%
56
62
18%
20%
13%
47%
1%
25
47
8%
15%
20%
56%
0%
27
41
62
180
59%
0%
143
3
171
Unknown
Total
305
100%
305
100%
305
100%
Source: same as Table 4.
Regarding stock owned by ―Corporate Body‖, the number of companies that had more than 50
percent of their total issued stock owned by ―Corporate Body‖ was 56 companies (18%), from under
50 percent to over 20 percent was 62 companies (20%), and from under 20 percent to over 5 percent
was 42 companies (14%). The total number of companies where Corporate Body was a significant
stock holder was 160 companies (56＋62＋42＝160 companies, 52%).
Finally, regarding ―Officer/Family‖, the number of companies that had over 50 percent of their
stock owned by Officer/Family was 22 companies, from under 50 percent to over 20 percent was 47
companies (15%) and from under 20 percent to over 5 percents was 62 companies (20%). The total
number of companies where an individual person (officer/family) was a large stock holder was 131
companies (22＋47＋62＝131 companies，43%). These facts clearly indicated that the stock
ownership in Vietnamese listed companies is not dispersed but rather concentrated in the hands of
State, Corporate Body and Officer/Family.
3.5. Classification of stock ownership
In order to classify stock ownership, definition of types, according to the proportion of total
stock owned was needed. Authors distinguished 4 criteria for the proportion of stock ownership: i)
―Majority control by stock owners who held over 50% of total stock‖, ii) ―Minority control by stock
owners who had from under 50% to over 20% of total stock‖, iii) ―Control by the largest stock holders
who own stock from under 20% to over 5% of the total stock‖, and iv) ―Dispersion of stock owners
who held under 5% of total stock‖ by using these 4 criteria, following 8 classifications were made..
Companies which had over 50 percent of their stock owned by the State (S) (―the Companies with
Majority of Stock Ownership by State‖) --- 62 companies (20%)
Companies which had over 50 percent of their stock owned by Corporate Body (C) (―the
Companies with Majority of Stock Ownership by Corporate Body‖)---56 companies (19%)
Companies which had over 50 percent of their stock owned by Officer/Family (F) (―the
Companies with Majority of Stock Ownership by Officer/Family‖)---22 companies (7%)
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TRƯỜNG ĐẠI HỌC KINH TẾ - ĐẠI HỌC ĐÀ NẴNG
Companies in which the aggregate stock holdings of State, Corporate Body and Officer/Family
(S+C+F) was over 50 percent (―the Companies with Majority of Stock Ownership cooperatively held
by S, C, and F‖)---37 companies (12%)
The companies in which the aggregate stock holdings of State, Corporate Body and
Officer/Family (S+C+F) was from 20% to under 50% (―the Companies with Minority of Stock
Ownership held by cooperatively S,C, and F‖)---68 companies (22%)
Companies in which the aggregate stock holdings of State, Corporate Body and Officer/Family
(S+C+F) was from 5% to under 20% and at least one large stockholder who owned a minimum 5% of
total stock (―the Companies with Stock Ownership by the Large stock holders of S, C, and F‖)—12
companies (4%)
Companies in which the aggregate stocks holdings of State, Corporate Body and Officer/Family
(S+C+F) was under 5% (―the Companies with the Dispersed Ownership‖)---11 companies (4%)
Companies in which the stock holdings of S, C, and F were not unreported--- 37 companies (12%)
The Table 15 shows the results.
Table 15. Classification of Stock Ownership on the HOSE (2011)
(Unit: company)
Corporate Officer/Family Cooperatively
Criteria
Majority ownership
State (S)
Total
Body (C)
56 (18%) ②
(F)
22 (7%) ③
by S,C,F
37 (12%) ④ 177 (58%)
62 (20%) ①
Minority ownership
Ownership by large stockholders
Dispersed ownership
unknown
68 (22%) ⑤
68 (22%)
12 (4%)
11 (4%)
12 (4%)
11 (4%)
⑥
⑦
37 (12%) ⑧ 37 (12%)
Total
305 (100%)
Source: same as Table 4.
From these classifications, the characteristics of the stock ownership on the HOSE may be
summarized as follows.
First of all, the number of the companies with Majority of Stock Ownership of State, Corporate
Body, or Officer/Family showed a high proportion and the total number of the three groups
(①＋②＋③, S+C+F) amounted 140 companies (46%).
Second, if the number of companies of type ④ ―the Companies with Majority of Stock
Ownership cooperatively held by S, C, and F‖ was added to 140 companies above, the total number of
companies with Majority Stock Ownership amounted 177 companies (58%) (①＋②＋③＋④＝177,
58％). However, it should be noted that for type ④ the Majority of Control only occurred when these
owners worked in coalition with each other.
Third, number of type ⑤ companies (―the Companies with Minority of Stock Ownership held
cooperatively by S,C, and F‖ ) was 68 companies (22%). Therefore, total number of companies
possible with majority and minority control is (①＋②＋③＋④＋⑤) was 245 (80%).
Finally, one needs to remember that ―Companies with Dispersed Ownership‖ was only 11
companies (4%).
Although stock ownership of 37 companies (12%) were not classified due to unreported details
the facts clearly show that stock ownership of Vietnamese companies is concentrated in the hands of a
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HỘI THẢO KHOA HỌC - QUẢN TRỊ VÀ KINH DOANH (COMB-2014)
small number of stockholders. The stock owned by the State which amounted to 19 percent of the total
issued stock was uncirculated (see Table 12.). The stock owned by officer/family was 11 percent of
the total, and was circulated according to the regulations, but if the stock was owned by
Officer/Family so they could control their company by themselves, the stock would, in actuality, be
held by them for the long term and thus be virtually uncirculated.
On the other hand, regarding stock owned by Corporate Body and according to Vietnamese
―Security Law‖, referring to Commercial Banks, Financial Institutions, Lease Companies, Insurance
Companies, and Trust Investment Banks‖ all could be identified as Institutional Investors. The stocks
owned by these institutional investors would be circulated, because these stocks would be bought at
low price and sold at high price, or held for a time for dividends. This fact means that stock owned by
Corporate Body in Vietnam is quite different from stock owned by Corporate Body on the Chinese
stock market since it is uncirculated stock. This is an especially important fact to remember if we are
to understand the differences between Vietnamese and Chinese stock ownership structure. In addition
to stock ownership concentration, another characteristic of Vietnamese business operation is that
management authority is concentrated in the hands of a small number of managing officers. If the
officers owned about 30 percent of the total stock, essential corporate control would be in their hands.
According to Vietnamese ―Enterprise Law‖, ―One person or owner group who own over 10 percent of
the total ordinary stock can nominate a representative of the corporate owners and candidate members
of the Board of Directors and Auditors‖ (Article 79). If they recommended three candidates for the
Board of Directors at a general meeting of stockholders, they would control of all management
authority.
4. Comparisons to China - differences in structure of stock ownership
The authors attempt to show the differing characteristics of stock ownership structure of
Vietnamese listed companies in comparison with Chinese stock ownership structure in the early 2000s
based on Kawai data (2003).
The stock markets of both China and Vietnam were established for the reform (privatization) of
SOEs. However, the stock market situations remain quite different between the two countries.
The stock exchange centers in China were first opened in Shenzhen in 1990 and Shanghai in
1991, ten years before a stock market opened in Vietnam. According to Kawai (2003), the amount of
uncirculated stock was about two-thirds of the total issued stock, and 95% of this stock consisted of
stock owned by Corporate Body and by State in China (data before 2003). The details can be seen in
Figure 1.
From 1993 to 2001, the amount of stocks owned by State was around 40% of the total stock
issued; and the amount of stock owned by Corporate Body was around 10%. This was un-circulated
stock. On the other hand, stock owned by employees was only a very small proportion of the total
(stocks owned by employees also included the stocks owned by directors).
In comparison with Chinese case, the proportion of stocks owned by State, Corporate Body and
Officer/Family in Vietnamese firms were 19%, 34% and 11%, respectively. While the proportion of
stock owned by State in Vietnam was not as high as in China, the proportion of stock owned by
Corporate Body was substantially higher than that of the Chinese markets. The reason for this
difference may be due to the differences in the meaning of ―Corporate Body‖. According to
Vietnamese ―Security Law‖, ―Corporate Body‖ means ―Dealing Expert of Security‖ which includes
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TRƯỜNG ĐẠI HỌC KINH TẾ - ĐẠI HỌC ĐÀ NẴNG
commercial banks, financial institutions, lease companies, insurance companies and trust investment
banks. Therefore, ―Dealing Expert of Security‖ should be understood to be an Institutional Investor
that deals in stock with their own funds or funds held in trust for individual investors. However, in
China, ―Corporate Body‖ means the corporate organizations whose stock is owned by the State.
Kawai explains that stock owned by Chinese Corporate Body was the same as the stock owned by the
.
State and was classified as uncirculated stock25
）
.
Figure 1: Proportion of kinds of stock in the Chinese Stock Exchange
Source: China Security Regulatory Commission’s webpage and Kawai (2003), P.50.
Looking the degrees of concentration of stockholding of the five largest shareholders shown in
Table 16., the Vietnamese index is lower than that of China. However, in comparison with other
developed countries such as the United States and Japan, a quite different tendency is found in both
Chinese and Vietnamese stockholding in that they are concentrated in a small number of major
stockholders. Nevertheless, the difference between China and Vietnam indicates, that was the largest
stock holder was State (40%) in the Chinese case, and Corporate Body (34%) in the case of Vietnam.
Table 16: Comparison of stockholdings of top 5 large shareholders
Unit: %
Country
China
Vietnam
America
Japan
Avarage
59,0
Median
60,7
Minimum Maximum
6,5
5,0
98,4
90,7
76,1
85,0
89,0
51,2
25,4
33,1
41,5
50,1
20,9
29,7
37,0
1,3
10,9
15,0
Germany
Source: Kawai, S (2003), P.65, Table 2-10
Data of Vietnam was analyzed by the authors. The source of data of Vietnam was the same as the Table 4.
25） According to Kawai (2003), the stocks owned by ―Corporate Body‖ in China basically refer to stocks owned by Group
Corporations (Jítuán gōngsī, Zǒng gōngsī), Corporations, Factories, Investment Funds, Financial Institutions, Research
Institutes, or Universities (P.55), but actually, the most of these stocks are owned by the companies which belongs to the
State Group Corporations; therefore, it could be considered that the proportion of stocks owned by private companies is
not so high.
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HỘI THẢO KHOA HỌC - QUẢN TRỊ VÀ KINH DOANH (COMB-2014)
5. Conclusion and remarks
The productivity of Vietnamese firms, especially SOEs, remains extremely low. The business
activities of SOEs was the lowest in contribution to industrial output (in 2007, SOEs=20%, Private
Enterprises=35%, Foreign Capital Enterprises=45%). Contribution of SOEs to GDP was also lower
than the Private sector (SOE=35%, Private=47%, Foreign Capital=18%). Proportion of contribution to
foreign trade by Vietnamese domestic firms (including SOEs and Private Enterprises) was only 45%
(in 2008), compared to 55% by foreign subsidiaries operating in Vietnam (in 2008). This means
Vietnamese exports are seriously dependent on foreign companies. The proportion of SOEs is less
than 3% of the total number of enterprises in Vietnam; however, around one-third of the total national
capital is invested in them (Nakanishi, H (2010)). However, we must note that the majority of SOEs
are not listed on the Vietnamese stock markets.
Stock markets in Vietnam started in 2000 (HOSE) and 2005 (HNX), since then about 10 years
have passed. Various changes have occurred. For example, market capitalization (the sum of HOSE
and HNX) was 42% in the proportion to GDP in 2007, but the proportion fell to 15% in 2008 due to
the global economy crisis. After the world economic crisis of 2008, the market recovered to 37% in
2009-2010, but fell again to 22% in 2011. However, the amount of issued stock and listed companies
have increased year over year. Vietnamese stock markets provide an important mechanism to support
the growth and enlargement of the scale of companies.
The number of employees of Vietnamese listed companies is still small. Due to this, the size of
the Boards of Director and the number of Managing Officers is still commonly five or less. In
addition, the number of members who took positions on both the Board of Directors and act as
Managing Officers is about one to three persons (average 2.2 persons) at most. Outside Directors
(independent directors) are not legally obligated in Vietnam. Therefore, the control of company
remains concentrated in the hands of Internal Director(s) who also take the positions as Managing
Officers.
For stock ownership in Vietnamese companies listed on HOSE, the proportion of stocks owned
by State, Corporate Body, and Officers/Family is about 20%, 34% and 10%, respectively. The stock
ownership of Vietnamese listed companies is mostly concentrated in large stockholders. In this paper,
the authors have classified stock ownership of Vietnam into eight classifications which were clarified
in the previous section.
Finally, the authors would like to indicate some discussion points for those eight classifications
of the stock ownership of Vietnamese companies and their comparison to those in China.
(1) First, in contrast with Chinese stock markets, there is no distinction between the types of
stock as uncirculated stock or circulated stock in Vietnamese stock market. In detail, no distinction of
A stock (available to only Chinese residents to buy or sell in China), B stock (foreign resident in
China may buy or sell), and H stock (the stock bought or sold on the Hong Kong stock market) among
circulated stocks. For this reason, the authors could state that over two-thirds of the total issued stocks
in the Vietnamese market could be bought and sold as stock in circulation, in contrast to the two-thirds
of total stocks as uncirculated in China. As shown in Table 12., the stock ownership structure by
different subjects was about 19% by State, 34% by Corporate Body, 11% by Officer/Family, 17% by
Individual and 19% by the Others (unknown).
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TRƯỜNG ĐẠI HỌC KINH TẾ - ĐẠI HỌC ĐÀ NẴNG
(2) Second, of the 8 types of stock ownership classified by the authors, the following 4 types
need to be noticed when making comparison with Chinese stock ownership. The authors indicated
several discussion points. The kind of stock of ①―the Companies with Majority of Stock Ownership
by State‖ (20%) was owned by large stockholders to control their enterprises by themselves and
prevent take overs by foreigners. This type of stock is similar to Chinese stock owned by State and
Corporate Body and is virtually uncirculated. The type of stock of ②―the Companies with Majority of
Stock Ownership by Corporate Body‖ (19%) was owned by Institutional Investors (commercial banks,
insurance companies, trust investment banks, and so on) whose stock is bought and sold for profit
(capital gains or dividends for depositor). Comparing the proportion of stock owned by Corporate
Body in Vietnam (34%) with stock ownership by Institutional Investor in Japan (KABUTOCHO) or in
the USA (Wall Street), the proportions in Japan and USA are less than 10%, characteristically of stock
owned by Vietnamese Corporate Body was similar to stock owned by the Institutional Investors in
KABUTOCHOU or Wall Street in that they are circulated stocks. The question is, which institution
owned 34% of total stocks? The holder of this amount of stock was Corporate Body (34%) and this
should be analyzed further in detail. Regardless, the stock owned by Institutional Investors was
definitely circulated stock. In contrast to the stock of ②, the kind of stock of ③ (―the Companies with
Majority of Stock Ownership by Officer/Family‖ (7%) was similar to the kind of stock owned by
family that was found in the East Asian region such as Thailand and Korea and Europe like Germany,
France and Italy (see Table 17., Suehiro 2006). Such stock is basically uncirculated, because it is
family owned and used to control the business/maintain ownership. The kind of stock of ⑦ (―the
Companies with the Dispersed Ownership‖) (4%)) was easily circulated, because individual investors
buy and sell stock for short term gain. Looking at these facts, the authors can positively assert that
two-thirds of the issued stock is in circulation on the Vietnamese market.
Table 17. Ownership structure of the Listed Companies in Asia and Europe
(Unit: %)
Number of Distributed
enteprises Ownership
Financial
Institution
Country
Korea
Hongkong
Taiwan
Philippines
Thailand
Malaysia
Singapore
Indonesia
Japan
France
Germany
Italia
Spain
England
Family
State
1.6
Company
345
330
141
120
167
43.2
7.0
26.2
19.2
6.6
48.4
66.6
48.3
44.5
61.5
67.3
55.5
71.5
9.7
64.8
64.6
59.6
55.8
19.9
0.7
5.2
5.3
7.5
8.6
2.3
4.1
2.0
6.5
11.4
8.3
12.3
11.5
9.8
6.1
19.8
17.4
26.7
15.3
6.7
11.5
13.2
3.2
3.8
3.7
2.9
0.6
1.4
2.8
2.1
8.0
238
221
10.3
5.4
13.4
23.5
8.2
0.8
5.1
6.3
10.3
4.1
178
1,240
607
704
208
5.1
79.8
14.0
10.4
13.0
26.4
68.1
632
1,589
0.1
1.0
Note: The "distributed ownership" means the proportion of stocks owned by the largest investors is less than
20%. This is 1997/1998's data.
Materials: 1) Asia: Claessens et al. [CDL] (1999, 30); 2) Europe: Faccio and Lang (1999)
Source: Suehiro, A. FAMILY BUJINESS RON, 2006. P.10
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HỘI THẢO KHOA HỌC - QUẢN TRỊ VÀ KINH DOANH (COMB-2014)
(3) Third, the authors would like to suggest a possible development of Vietnamese stock
ownership types in line with Asian and European stock ownerships of listed companies. Regarding
stock ownership by State, typically found in the Chinese market, the proportion of such stock will
probably not increase in Vietnam in the future. The possibility of increase in the proportion of stock
ownership by Corporate Body (institutional investors) may increase, because the percentage of this
type of stock was highest, 34 percent to begin with. This possibility depends on the degree of
dispersion of stock ownership. If the proportion of stock ownership by Corporate Body or Institutional
Investors increases much, the socialist government may take policy action to constrain the tendency.
Here we would like to point out that the possibility of the Family owned businesses may increase in
Vietnam, because Vietnam is a country that belongs to the South East Asia region where the stock
ownership by Officer and Family in the listed companies is widely developed. If Vietnamese
managers learn and introduce modern management methods, for example from Japanese subsidiaries,
the possibility for successful Family ownership would be much higher.
(4) Finally, although the amount of stock in circulation was about two-thirds of the amount of
issued stock, why has the Vietnamese stock market continued to lag? The market strongly depends on
the entrepreneurial spirit of managers who must play an increasingly important role in introducing
modern management methods and to activate their businesses.
REFERENCES
In Japanese
[1] Kawai, Shinichi. Chugoku Jyoujyou Kigyo; Naibu shihaisha no Gabanansu, Soudosha (2003)
(The listed companies in China; The Governance of Control by Insiders, Soudo Publisher).
[2] Suehiro, Akira. Family Bijinesu ron, Nagoya Daigaku Shuppankai (2007) (Theory of Family
Business, Nagoya University Press).
[3] Nakanishi, Hitoshi. Vietnam Sangyo Bunseki, JETRO, Hochiminh Office (2010) (Analysis of
Vietnamese Industries).
[4] Trinh, Thuy Huong. ―Sengo Nihon ni okeru Kindaiteki Yosankanri no Dounyu,‖ 2011 Annual
Report , Graduate School of Commerce, Chuo University, (February, 2012) No. 40, pp.19-36.
In English
[5] Barle, A.A., G.C Means. The Modern Corporation and Private Property, The Macmillan
Company (1932).
[6] Scott, J., (1986), Capitalist Property and Financial Power, Brighton, Wheatsheaf.
In Vietnamese
[7] Vietnam Report. Vietnam Top 500 Company Profiles, Vietnam Report (2010).
[8] 2011 annual reports of companies listed on Ho Chi Minh Security Exchange (305 companies).
[9] 2011 annual reports of companies listed on Ha Noi Security Exchange (396 companies).
[10] Vietnamese Enterprise Law (2005).
[11] Vietnamese Security Law (2006).
[12] Vietnamese Law on Credit Institution (2010).
[13] Government Decree No. 102/2010/ND-CP Octover 1st, 2010 detailed instructions for
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TRƯỜNG ĐẠI HỌC KINH TẾ - ĐẠI HỌC ĐÀ NẴNG
implementation of some articles of the Enterprise Law.
[14] Government Decree No. 14/2007/ND-CP detailed instructions for implementation of some
articles of the Law on Securities (2007).
[15] Prime Minister Decision No. 38/2007 QD-TTg March 20, 2007 to promulgate criteria and
classification of 100% state-owned companies.
[16] Prime Minister Decision No.128/2007/QD-TTg August 2, 2007 to approve the scheme of capital
market development in Vietnam to 2010 and vision to 2020.
Webpages
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