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Corporate Governance – An Essential Guide for South African Companies

A detailed exposition of governance requirements of the Companies Act & Regs, 2008, the JSE Listings Requirements and the King IV Report on Corporate Governance for South Africa.

Publication Language: English
In Stock
ISBN/ISSN: 9780409009484

Product description

A detailed exposition of governance requirements of the Companies Act & Regs, 2008, the JSE Listings Requirements and the King IV Report on Corporate Governance for South Africa.

Discover an extensive resource that combines detailed insights into the governance requirements of the Companies Act of 2008 and Regulations, the JSE Listings Requirements, and the King IV Report on Corporate Governance for South Africa. This book goes beyond theory, featuring over 30 captivating case studies of corporate governance failures, ranging from FIFA to Wells Fargo, the Libor scandal, and The Panama Papers. These real-world examples effectively illustrate the relevant governance principles in a clear and reader-friendly format.

In its third edition, this book stands out as the most practical yet. The author goes beyond theory to provide pragmatic guidance on day-to-day issues that directors and boards often grapple with. With dedicated chapters on the governance of state-owned entities and listed companies, as well as a range of practical appendices, this book has earned its place on the desks of busy directors, company executives, and students of corporate governance. It is a must-have resource for those seeking practical solutions and in-depth understanding in the dynamic field of corporate governance.

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Featured Authors

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


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


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


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



Risk governance

The argument for risk management

Combined assurance and internal control

Technology and information governance

The Governance of Listed Companies


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 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


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