A remarkable exposition
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.
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Corporate Governance – An Essential Guide for South African Companies
LexisNexis is proud to bring you another edition of this popular reference work on corporate governance.
Publisher:
LexisNexis South Africa
Publication Language:
English
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Product description
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.
Product reviews
Former Public Protector South Africa
Essential to Corporate Governance practitioners
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
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
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
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
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.
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
