Esta dissertação tem o objetivo de estudar os órgãos técnicos e consultivos da sociedade anônima, em sua configuração mais contemporânea, segundo a qual são mais conhecidos como os comitês da sociedade anônima. Para isso, serão avaliados os movimentos internacionais que têm exercido influência na criação desses órgãos nas companhias brasileiras. Esses movimentos estão intrinsecamente ligados às forças de convergência dos padrões internacionais de governança corporativa, tema que também é apreciado no decurso do trabalho. Após, a dissertação cuidará de avaliar as medidas externadas em âmbito nacional, que demonstram a tendência à adaptação dos referidos padrões internacionais de governança corporativa, com recomendações, e também algumas determinações, para que as companhias criem os comitês nas suas estruturas. Ao final, serão avaliadas algumas consequências jurídicas da implantação dos comitês no Brasil, conforme a concepção moderna que se tem para esses órgãos. / This master\'s degree dissertation aims to discuss the technical and advisory bodies of corporations, contemporarily known as corporate committees. In order to achieve its goals, the study will take into consideration the international trends that have influenced the creation of these bodies in Brazilian companies. These trends are closely linked to an international effort towards the convergence of corporate governance standards, which will also be analyzed in this dissertation. Furthermore, this dissertation will explore the measures taken to substantiate and adapt these international standards of corporate governance to a domestic setting. Such measures include both recommendations and mandatory provisions to create corporate committees. Finally, this dissertation will analyze certain legal consequences of the deployment committees in Brazil, taking into consideration the modern understanding of these bodies.

Thesis M.COM. (Accounting)) -- University of Limpopo, 2019 / The apparent weaknesses in corporate governance of state-owned enterprises and poor audit reports have heightened the concern of investors and the state as the major shareholder of these enterprises returns. Audit committees as a mechanism for good corporate governance plays a major role in enterprise performance. These state-owned enterprises play a vital role in the economy of South Africa. This study examines the effect of audit committee composition (independence, gender diversity, financial expertise and size) on financial performance measured by return on assets using major state-owned enterprises listed on Schedule 2 of PFMA. The results show that the audit committee size, gender diversity and financial expertise has an insignificant positive relationship with ROA, whereas the independence of audit committee members has an insignificant negative association. The result of the study may be beneficial to various stakeholders and boards of enterprises to make some proper decisions on audit committee composition to attract more investors and at the same time safeguarding the investments of shareholders.

A company’s board of directors is ultimately responsible for putting effective corporate governance (CG) structures in place as mechanisms to enhance its accountability to stakeholders. An audit committee (AC), which is a subcommittee of the board, is one component of the company’s CG structures. In South Africa, legislation, the Johannesburg Stock Exchange (JSE) listing requirements, and the King code and report of Governance for South Africa 2009 (King III) deal with the composition and responsibilities of ACs. As the shares of AltX listed companies, which are categorised as high-growth potential, small to medium-sized listed companies, are traded publicly, they are required to comply with the Companies Act and to establish an AC according to the Act’s composition requirements to fulfil mandatory responsibilities. In terms of the JSE listing requirements, AltX listed companies must appoint an AC or explain their reason(s) for not doing so. As the total market capitalisation of AltX listed companies has increased by 87% over the past three years, greater numbers of stakeholder groups are being affected. Since stakeholder groups are protected when companies implement effective CG processes, the purpose of this study is to understand the way in which the AC of an AltX listed company, as an example of a high-growth potential, small to medium-sized listed company, adds value to the company and its stakeholders. Attributes that contribute to the value added by ACs were identified as being the characteristics of AC members; the fulfilment of responsibilities through optimised activities; and the fulfilment of responsibilities by maintaining healthy relationships with the board and information providers. An explorative qualitative case-based research design was applied in terms of which a single AltX listed company was selected according to predetermined selection criteria. Data were collected using individual semi-structured interviews, field notes and company documents. Descriptive open coding techniques were used for data analysis with the findings of the study subsequently being presented in terms of a theoretical framework of the attributes that influence the extent to which the AC adds value. The findings of the study confirm that these attributes of the AC facilitate its ability to add value to the AltX listed company investigated and its stakeholders in terms of enlightened shareholder theory. / Auditing / M. Com. (Auditing)

Audit committees (ACs) can enhance corporate governance in the public sector, particularly in State Owned Enterprises (SOEs). This study adopted a qualitative research approach to identify factors contributing to the effectiveness of ACs in selected Namibian SOEs to provide sound corporate governance. The empirical data was collected primarily through semi-structured interviews with participants as well as from field notes and company documents. The study highlighted certain AC characteristics and practices contributing to the effectiveness of ACs in selected Namibian SOEs to provide sound corporate governance. The mandate, composition, managing the activities of the AC, performance assessment of the members of the AC and reporting of the AC if applied correctly can enhance effectiveness of ACs. The study also highlighted weaknesses, suggesting that some of the ACs needed improvement in order to enhance corporate governance at SOEs. / College of Accounting Sciences / M. Phil. (Accounting Sciences)

A company’s board of directors is ultimately responsible for putting effective corporate governance (CG) structures in place as mechanisms to enhance its accountability to stakeholders. An audit committee (AC), which is a subcommittee of the board, is one component of the company’s CG structures. In South Africa, legislation, the Johannesburg Stock Exchange (JSE) listing requirements, and the King code and report of Governance for South Africa 2009 (King III) deal with the composition and responsibilities of ACs. As the shares of AltX listed companies, which are categorised as high-growth potential, small to medium-sized listed companies, are traded publicly, they are required to comply with the Companies Act and to establish an AC according to the Act’s composition requirements to fulfil mandatory responsibilities. In terms of the JSE listing requirements, AltX listed companies must appoint an AC or explain their reason(s) for not doing so. As the total market capitalisation of AltX listed companies has increased by 87% over the past three years, greater numbers of stakeholder groups are being affected. Since stakeholder groups are protected when companies implement effective CG processes, the purpose of this study is to understand the way in which the AC of an AltX listed company, as an example of a high-growth potential, small to medium-sized listed company, adds value to the company and its stakeholders. Attributes that contribute to the value added by ACs were identified as being the characteristics of AC members; the fulfilment of responsibilities through optimised activities; and the fulfilment of responsibilities by maintaining healthy relationships with the board and information providers. An explorative qualitative case-based research design was applied in terms of which a single AltX listed company was selected according to predetermined selection criteria. Data were collected using individual semi-structured interviews, field notes and company documents. Descriptive open coding techniques were used for data analysis with the findings of the study subsequently being presented in terms of a theoretical framework of the attributes that influence the extent to which the AC adds value. The findings of the study confirm that these attributes of the AC facilitate its ability to add value to the AltX listed company investigated and its stakeholders in terms of enlightened shareholder theory. / Auditing / M. Com. (Auditing)