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Corporate Governance – An Essential Guide for South African Companies

Publication Language: English

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ISBN/ISSN: 9780409009514
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ISBN/ISSN: 9780409009484
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LexisNexis is proud to bring you another edition of this popular reference work on corporate governance.

The book combines a detailed exposition of the governance requirements of the Companies Act of 2008 and Regulations, the JSE Listings Requirements and the brand new fourth King Report on Corporate Governance for South Africa (King IV) with over 30 recent case studies of corporate governance failures €“ from FIFA to Wells Fargo, the Libor scandal and The Panama Papers €“ used to illustrate the relevant governance principles in a clear, easy-to-read format.

This third edition is probably the most practical of all of the editions of this book as the author includes pragmatic guidance on day-to-day issues that directors and boards often grapple with. With new chapters devoted entirely to the governance of state owned entities and listed companies and a series of practical appendices, this book will earn its place on the desks of many busy directors, company executives and students of corporate governance.

Customer reviews

A remarkable exposition
by
Former Public Protector South Africa
A remarkable exposition on corporate governance which is an essential read for those on boards of directors in civil society and the state.
Essential to Corporate Governance practitioners
by
Member of the King Committee
Ramani’s outstanding book will become as essential to Corporate Governance practitioners as a GPS system is to the driver of a car on a journey which has many twists and turns.
Highly recommended publication
by
Director: Corporate Services & Company Secretary, Sun International Limited
Bravo! A most timely and highly recommended publication which no doubt will be the authoritative work on this subject for some years to come.
Insightful and practical application of principles
by
Executive Director: Takeover Regulation Panel
This easy to read book is filled with insightful and practical application of principles of good governance. It should be welcomed. It should occupy a prominent space on any director or senior manager’s desk.
A mature reflection of our times
by
Director: The Albert Luthuli Centre for Responsible Leadership, University of Pretoria
Like a good bottle of red wine, with the perfect balance and mix of aromas, backed up by its aging and resultant maturity, this third edition of Ramani Naidoo’s Corporate Governance speaks of no less. Its balance undoubtedly lies in solid theory and real practice. The reader will benefit from a richness of examples (aromas) and finish the book with a strong residual value. It’s a mature reflection of our times.
Comprehensive albeit not overpowering
by
Past Judge President, KZN High Court
The third edition of Ramani’s book arrives at a most appropriate moment amidst allegations of corporate misconduct, fraud and bribery. Corporate accountability can only become meaningful if boards of directors of companies embrace the tenets of corporate governance and thereby instill confidence in investors in particular and the public in general. If Broad Based Economic Empowerment is going to be realised, then corporate governance has to be combined with patriotism and ethical governance. On this consideration alone, Ramani’s comprehensive albeit not overpowering treatment of her subject makes this book a vade mecum.

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Table of contents

An Introduction to Corporate Governance

A new era of responsibility

What is Corporate Governance

The separation of ownership and control

Comparing governance and management

Differentiating accountability, responsibility and authority

Delegating power and ensuring accountibility

How authority flows

Why Corporate Governance Matters

The rise of the modern corporation

Why corporate governance matters

The cost of compliance

The danger of double standards

The Governance Context of South African Companies

The context in which companies are governed

Laws applicable to the governance of companies

Codes of good governance: The King Reports

Other legislation

JSE Listings Requirements

Accounting standards

Voluntary quality control standards

Practice notes and updates

Formation, Types and Characteristics of Companies

Formation of a company

Commencement of business

Types of companies

The memorandum of incorporation

Shareholders agreements

Pre-incorporation contracts

Share Capital

Common administrative provisions for companies under the 2008 Act

Substantial and non-compliance

Meetings

What is a meeting

The role of the board

The first board meeting

Procedure at board meetings

After the meeting

Board resolution other then at meetings

Executive, board committee and other meetings

The Role of Shareholders

How shareholders govern

The balance of power between board and shareholders meetings

Ordinary and special resolutions

Proxies

Decisions by shareholders other than in general meeting

The annual general meeting

Dispensing with an annual general meeting

The derivative action

Shareholders activism

Institutional investors

The Composition of the Board

How and why directors are chosen

The evolution of boards

The complex role of the board

Board composition

Board Remuneration

Refreshing the board

Board size

The Board as a competitive advantage

Dysfunctional boards

The board framework

How Boards Work

The functions of the board

To whom is the board accountable

Creating the right boardroom culture

Duties and responsibilities

Chairman of the board

Board meetings, information and professional guidance

Board committees

Some key challenges for baords

Delegation of authority

Measuring the board's performance

Board remuneration

Prohibition of financial assistance to directors

The individual Director

The nature of directorship

Joining a board

The concept of a fiduciary

Inherent powers of directors

The duties of directors

Applying the duty of care and skill

The business judgement rule

Conflicts of interest

Statutory duty declaration of interests

Liability and indemnity

Responding crisis

Knowing when to quit

Directors of financially distressed companies

Directors' liability and indemnity

Piercing the corporate veil

Officers of the Company

The chief executive officer

The chief financial officer (CFO)

The company secretary

The chief audit executive

Prescribed officers

The external auditors

Remuneration

The remuneration of directors

The remuneration report

‘Say on pay'

Executive remuneration

Transparency and Reporting

What is transparency

Managing communication

Integrated reporting and integrated thinking

Statutory records and reporting

Sustainability reporting

Whistle-blowing

Risk

Risk governance

The argument for risk management

Combined assurance and internal control

Technology and information governance

The Governance of Listed Companies

Introduction

General principle of the JSE LR

Authority of JSE (JSE LR 1.1 to 1.30)

General Requirements for ListCo's

Obligations of Listcos (Section 3)

Corporate actions

Different types of ListCos

The Governance of State Owned Entities

The Role of State Owned Entities

The Governance context of state owned entities

Directors of state owned entities

Role of the boards of state owned entities

The state as shareholder

Special considerations for SOEs

The Governance of Municipalities

Corporate Citizenship and Sustainability

Can companies be citizens

Sustainibilty

Sustainibilty and the triple context

Ethical Leadership

Ethics as a moral compass

Defining ethics

Key ethical issues for companies in the 21st century

A practical view on Implementation

The purpose of business

Unpacking the Corporate Governance Framework

Elements of good governance

Implementing good corporate governance

The shape of things to come

Appendices

Status of corporate governance obligations

A quick guide to navigating through KING IV TM

Key JSE Listings Requirements

The Corporate Governance Framework

Some major governance failures of the 21st century

a brief guide to international systems of governance

Glossary of common governance terms

Endnotes

References

Index