AUE2602_EXAM PACK.

Unit 1 – Corporate Governance and statutory matters. Study Unit 1.1 – The background to corporate governance in South Africa Define corporate governance and briefly explain why is important to society that companies operate within the frame work of good corporate governance. Corporate governance is a system or process whereby companies are directed or controlled. It is about companies being good corporate citizens and all that this entails. Companies are integral part of the modern society and it therefore follows that healthy, honest, open, competently and responsible controlled companies will improve the quality of modern society. Key aspects of the King III report 1. Leadership 2. Sustainability 3. Corporate citizenship Three important aspects of sustainability 1. Inclusivity of stakeholders 2. Innovation, fairness and collaboration 3. Social transformation Application of the code King III applies to all entities regardless of the manner and form of incorporation. However the size and nature of the company will determine how the entity applies the reccomnadtions. Further it is recommended by King III that an entity discloses the practices/principles they chose not to apply and explain why. Study unit 1.3 – The King report and code on governance in South Africa No ‘one size fits all’ Entities and stakeholders will have to develop a deeper understanding of governance issues. This will enhance their ability to decide how governance principles and practices should be implemented. The ‘one size fits all’ approach will not work. The challenges will be deciding the optimal level of application required, balancing the costs and benefits to all stakeholders and being able to disclose such principles and practices in a fair and clear manner. Ethical leadership and corporate citizenship The board should provide effective leadership based on an ethical foundation Four ethical values underpinning good corporate governance 1. Responsibility – the board should assume responsibility for the assets and actions of the company and should take corrective action to keep the company on its correct path. 2. Accountability – the board should be able to justify its decisions and actions to all stakeholders. AUE2602 Page 3 3. Fairness – in its decisions and actions, the board should ensure it gives fair consideration to the interest of all stakeholders. 4. Transparency – the board should disclose information in a manner that enables all stakeholders to make informed analysis of the company’s performance. The board should ensure that the company is and is seen to be a responsible corporate citizen ¾ consider not only on financial performance but also the impact of the company’s operations on society and the environment; ¾ protect, enhance and invest in the wellbeing of the economy, society and the environment; ¾ ensure that the company’s performance and interaction with its stakeholders is guided by the Constitution and the Bill of Rights; ¾ stakeholder interaction is very important and the company reporting on its triple bottom line: o economic aspect relates to financial and nonͲfinancial information o environment aspect include the effect of the company’s activities, products and services on the environment o the social aspect embraces the values, ethics and relationships with the stakeholders Board of directors The board should act as the focal point for and custodian of corporate governance ¾ have a charter setting out its responsibilities; ¾ meet at least four times per year; ¾ monitor the relationship between management and the stakeholders of the company The board should appreciate that strategy, risk, performance and sustainability are inseparable ¾ inform and approve the strategy; ¾ ensure that the strategy is aligned with the purpose of the company, the value drivers of its business and the legitimate interests and expectations of its stakeholders; The board and its directors should act in the best interests of the company ¾ The board must act in the best interests of the company. ¾ Directors must adhere to the legal standards of conduct. ¾ Directors or the board should be permitted to take independent advice in connection with their duties following an agreed procedure. ¾ Real or perceived conflicts should be disclosed to the board and managed. The board should consider business rescue proceedings or other turnaround mechanisms as soon as the company is financially distressed as defined in the Act ¾ The board should ensure that the solvency and liquidity of the company is continuously monitored; The board should elect a chairman of the board who is an independent nonͲexecutive director. The CEO of the company should not also fulfil the role of chairman of the board The chairman should be: ¾ Appointed on an annual basis ¾ Independent and not conflicted ¾ The role of the chairman should be formalised. ¾ The chairman’s ability to add value, and his performance against what is expected of his role and function, should be assessed every year. ¾ Focus on social, sustainability and transformation issues AUE2602 Page 4 ¾ The board should ensure a succession plan for the role of the chairman ¾ The chairman should not be: o Not be a member of the audit committee o Not chair the remuneration committee o Not chair the risk committee o Can be a member of the nomination committee and chair it ¾ A lead independent director should be appointed in the case where an executive chairman is appointed or where the chairman is not independent or conflicted. The board should appoint the chief executive officer and establish a framework for the delegation of authority The board should: ¾ appoint the CEO; ¾ provide input regarding senior management appointments; ¾ ensure that the role and function of the CEO is formalised and the performance of the CEO is evaluated against the criteria specified; and ¾ ensure succession planning for the CEO and other senior executives and officers is in place. ¾ The CEO is central to sustainability of the company and should: o Play a critical and strategic role in the operation of the company o Ensure a long term strategy and vision of the company is developed and implemented o Ensure an ethical and positive work climate is maintained ¾ The CEO should not: o Not be the chairman o not be a member the remuneration, audit or nomination committee o not take on membership of other companies