This paper reviews state-ownedEnterprises (SOE) corporate governance in Bhutan, outlinesSOE compensation and personnel management policies, andrecommends policy options to improve state enterpriseperformance and facilitate greater autonomy in SOE pay andpersonal management.Following the OECD Guidelines on theCorporate Governance of State Owned Enterprises, the reportdefines an SOE as any enterprise with state ownership, adistinct legal form (separate from the publicadministration) and having commercial sales and revenues.This definition includes both wholly owned enterprises andthose with minority state ownership. Recommendations areprovided, and include strengthening the ownership functionby creating a specialized division in the Ministry ofFinance to represent the government as a shareholder;regularly monitor and assess SOE performance at theaggregate level;encourage active ownership and thesystematic exercising of state ownership right; strengthenboard responsibilities, qualifications, and independence;make transparent and explicit subsidies to variouscategories of consumers through SOEs, and measure theefficiency of their delivery to consumers; focus andstreamline Royal Audit Authority (RAA) audits.