The essence of running an enterprise which is defined as a system by which the companies are lead and compared is generally set in priority terms. For some, they favour in the first instance to secure the economic efficiency then to scope with the social problems at a later stage---'Shareholder model'. Others are inclined to consider that the priority lies into an environmental, sharing and caring society etc.---'Stakeholder model'. / Where the evolution of the corporate governance is going to lead to? And how does it affect the directors' responsibility? / After a thorough study of its European evolution in particular in France and England, we figure out that raising the black flag of the stakeholder theory will end up into an ideology completely false dislodging the concept of the natural reality around us. On the other side, claiming the predominance of the sole shareholder system will become a dangerous apprehension opposing the objective of this theory: In our perspective we see that the ultimate global wealth of the enterprise in the long run is closely linked to the consideration and the deep satisfaction of the needs and the interests of the different parties joining the enterprise.

No description available.

The thesis is about the re-incorporation of women, on feminist terms, in corporate law and structure. Working from the idea of feminism as a theory about exclusion, the thesis endeavours to include women's voices in how the dominant discourse shapes corporations and the securities markets. Moreover, it attempts to capture the feminist continuum and use it as a critique of the existence of the separate entity of the corporation and limited liability. The thesis also joins the corporate governance debate on feminist terms, reshaping its scope to include feminist aspirations. The market for securities and insider trading are also subject to a feminist analysis and the problems in policing and preventing insider trading are rethought through a feminist lens.

No description available.

Traditionally, the corporate governance scholarship has emphasized heavily the "dispersed shareholder regimes" in the United States and the United Kingdom, although "controlling shareholder regimes" constitute the vast majority of the world's economy. Since there have been few systematic studies concerning controlling shareholder regimes (in particular, controlling shareholder regimes in developing countries), they have remained in a black box. With this concern in mind, in this dissertation, I proposed various analytical frameworks for understanding the corporate governance of controlling shareholder regimes that, improperly, have been overlooked for a long time. In the first chapter of my dissertation, entitled Reenvisioning the Controlling Shareholder Regime: Why Controlling Shareholders and Minority Shareholders Embrace Each Other, I proposed theories to explain why controlling shareholders and minority shareholders "voluntarily" embrace each other in an emerging capital market while the legal system in that jurisdiction does not require controllers to protect investors. In the second chapter, entitled Controlling Shareholders - "Roving" v. "Stationary," I explored two types of controlling shareholders (i.e., "roving" and "stationary" controllers) and delved into why an economy with stationary controllers is better in terms of corporate governance and more likely to be prosperous than an economy with roving controllers. In the third chapter, entitled Transplanting a Poison Pill to a Controlling Shareholder Regime, I analyzed how a poison pill would affect the market for corporate control and the corporate governance of controlling shareholder regimes. In this dissertation, I have proposed many unconventional analyses and views on controlling shareholder regimes (in some cases, the concepts may be counterintuitive from the perspective of the conventional corporate governance scholarship). I hope that my research will guide scholars in a theoretical way to understand the various aspects of law and economics related to corporate governance that mostly have not been recognized or that have been misunderstood in the standard scholarly studies of corporate governance.

自20世纪90年代起，金融及法律界学者逐渐提出到境外发达资本市场上市可以发挥其 “捆绑“作用：企业可以通过跨越本国薄弱的法律机制，受制于发达国家的法律以及监管，实现公司治理的提高。“捆绑理论起源于美国, 但随后也被运用于全球市场的其他角落。 问题关键在于本国市场与境外市场之间是否存在一个"质量差距", 因为只有在“质量差距“存在的情况下，“捆绑“的作用才有可能产生。 / 源于“香港“英文拼写中的第一个字母H，到香港上市的中国企业被统称为H-股公司。自“青岛啤酒“于1993成功于香港上市，至今香港联交所已有169 间H-股公司。其中，2002至2006 是到港上市的高峰期. 此期间，中国资本市场混乱，难以发挥为企业融资的作用。鉴于此，中国政府鼓励国内企业到香港上市，寄予通过香港更好的治理机制，实现对本土企业治理实践的提高。 / 当前，人们普遍认为香港上市可以顺利提高中国企业的治理实践。如若事实如此，我们有理由相信中国本土市场与香港市场之间存在明显的“质量差距“。也就是说香港市场的治理体系优于国内市场。此文以中小股东保护为出发点，于以下几个方面探讨两地之间是否存在“质量差距“：信息披露，独立董事，金融中介机构的“看门人“作用，证券法的公力救济，以及公司法，证券法的私力救济。 / In the 1990s, finance and legal scholars gradually proffered the view that cross-listing in a developed market functions as a "bonding" mechanism: a firm may improve governance practices in spite of the home country's weak legal institutions by subjecting itself to the legal and regulatory regime of the developed market. Initially developed in the context of overseas companies listed in the US, this bonding effect has been applied to other places of the global market as well. Critical to this scenario is the existence of a "quality gap" between the home and the foreign markets, which must exist for generating the bonding effect. / Chinese companies listed in Hong Kong are known as H-share companies for the first letter of the listing locality. Since the birth of the first H-share company, Tsingtao Beer, in 1993, a total of 168 H-share companies have floated on the Stock Exchange of Hong Kong. A majority of these companies were listed between 2002 and 2006. Around this period, the two domestic exchanges were highly volatile and failed to provide an efficient fund-raising device for Chinese companies. Against this backdrop, the Chinese government adopted the strategy of encouraging domestic companies list in Hong Kong, which is perceived to be a better governance regime, thereby bonding the governance practices of Chinese companies to a superior standard. / It is current conventional wisdom that the governance practices of Chinese companies can be enhanced indeed through pursuing a listing on the SEHK. If conventional wisdom so holds, we should believe there is a quality gap between these two markets. In other words, the governance regime of the Hong Kong market must be superior to that of China. Focusing on the level of protection for minority shareholders, this study questions the conventional wisdom in five areas: information disclosure, board independence, the gatekeeping role played by financial intermediaries, public enforcement of securities law, and private enforcement of corporate and securities law. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Meng, Fanpeng. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 300-331). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese. / INTRODUCTION --- p.1 / INFORMATION DISCLOSURE --- p.3 / INDEPENDENT DIRECTOR --- p.4 / GATEKEEPER --- p.4 / PUBLIC ENFORCEMENT --- p.5 / PRIVATE ENFORCEMENT --- p.5 / OVERALL BONDING EFFECT --- p.6 / Chapter CHAPTER I --- OVERVIEW --- p.7 / INTRODUCTION --- p.7 / Chapter 1.1 --- THE SOE REFORM --- p.7 / Chapter 1.1.1 --- Pre-1949 Era --- p.8 / Chapter 1.1.2 --- Leninist Model of State-Syndicate --- p.10 / Chapter 1.1.3 --- Power Delegating and Profit Sharing (PDPS) --- p.11 / Chapter 1.1.4 --- Corporatization --- p.12 / Chapter 1.2 --- THE ESTABLISHMENT OF THE CHINESE STOCK MARKET --- p.14 / Chapter 1.3 --- THE VOLATILITY OF THE CHINESE STOCK MARKET --- p.16 / Chapter 1.4 --- HONG KONG: A CAPITAL MARKET WITH CHINESE CHARACTERISTICS --- p.21 / Chapter 1.5 --- THE ROAD TO THE HONG KONG BOURSE --- p.26 / Chapter 1.6 --- AN ECONOMIC ANALYSIS OF CROSS-LISTING --- p.34 / Chapter 1.7 --- CONCEPTUAL FRAMEWORK --- p.39 / Chapter CHAPTER II --- LITERATURE REVIEW --- p.45 / INTRODUCTION --- p.45 / Chapter 2.1 --- CONCEPT OF CORPORATE GOVERNANCE --- p.47 / Chapter 2.2 --- AGENCY COST --- p.51 / Chapter 2.3 --- CONVERGENCE --- p.55 / Chapter 2.4 --- THE BONDING HYPOTHESIS --- p.59 / Chapter 2.5 --- CHALLENGING THE BONDING HYPOTHESIS --- p.65 / Chapter 2.6 --- CROSS-LISTING IN THE H-SHARE CONTEXT --- p.68 / Chapter CHAPTER III --- INFORMATION DISCLOSURE --- p.72 / INTRODUCTION --- p.72 / Chapter 3.1 --- GENERAL DIFFERENCES OF THE TWO DISCLOSURE REGIMES --- p.74 / Chapter 3.1.1 --- Rulemaking --- p.74 / Chapter 3.1.1(A) --- China --- p.75 / Chapter 3.1.1(B) --- Hong Kong --- p.75 / Chapter 3.1.2 --- Disclosure Medium --- p.76 / Chapter 3.1.2(A) --- China --- p.76 / Chapter 3.1.2(B) --- Hong Kong --- p.77 / Chapter 3.1.3 --- Disclosure Language --- p.78 / Chapter 3.1.3(A) --- China --- p.78 / Chapter 3.1.3(B) --- Hong Kong --- p.79 / Chapter 3.2 --- PROSPECTUS --- p.79 / Chapter 3.2.1 --- Financial Report --- p.80 / Chapter 3.2.1(A) --- China --- p.80 / Chapter 3.2.1(B) --- Hong Kong --- p.81 / Chapter 3.2.2 --- Business Activities, Products, and/or Services --- p.81 / Chapter 3.2.2(A) --- China --- p.82 / Chapter 3.2.2(B) --- Hong Kong --- p.83 / Chapter 3.2.3 --- Shareholding Structure --- p.83 / Chapter 3.2.3(A) --- China --- p.84 / Chapter 3.2.3(B) --- Hong Kong --- p.85 / Chapter 3.2.4 --- Development Plan --- p.85 / Chapter 3.2.4(A) --- China --- p.85 / Chapter 3.2.4(B) --- Hong Kong --- p.86 / Chapter 3.3 --- PERIODIC REPORTING --- p.86 / Chapter 3.3.1 --- Accounting Standards --- p.87 / Chapter 3.3.1(A) --- Accounting Harmonization --- p.87 / Chapter 3.3.1(B) --- China --- p.88 / Chapter 3.3.1(C) --- Hong Kong --- p.89 / Chapter 3.3.1(D) --- Harmonization Between China and Hong Kong --- p.90 / Chapter 3.3.2 --- Mandatory Quarterly Reporting (MQR) --- p.91 / Chapter 3.3.2(A) --- China --- p.91 / Chapter 3.3.2(B) --- Hong Kong --- p.92 / Chapter 3.4 --- AD HOC DISCLOSURE --- p.94 / Chapter 3.4.1 --- PSI --- p.94 / Chapter 3.4.1(A) --- China --- p.95 / Chapter 3.4.1(B) --- Hong Kong --- p.96 / Chapter 3.4.2 --- Disclosure of Connected Transactions --- p.97 / Chapter 3.4.2(A) --- China --- p.98 / Chapter 3.4.2(B) --- Hong Kong --- p.102 / Chapter 3.4.3 --- Disclosure of Notifiable Transactions --- p.106 / Chapter 3.4.3(A) --- China --- p.106 / Chapter 3.4.3(B) --- Hong Kong --- p.108 / CONCLUSION --- p.111 / Chapter CHAPTER IV --- INDEPENDENT DIRECTOR --- p.113 / INTRODUCTION --- p.113 / Chapter 4.1 --- AGENCY COST, BOARD INDEPENDENCE, AND CORPORATE PERFORMANCE --- p.116 / Chapter 4.2 --- INDEPENDENT DIRECTORS IN CHINA --- p.119 / Chapter 4.2.1 --- Regulatory Rules --- p.119 / Chapter 4.2.1(A) --- Guidelines for the Articles of Association of Listed Companies --- p.120 / Chapter 4.2.1(B) --- Guiding Opinions on the Establishment of Independent Director System for Listed Companies --- p.121 / Chapter 4.2.1(C) --- Principles of Corporate Governance for Listed Companies --- p.123 / Chapter 4.2.2 --- Implementation of the Institution of Independent Director --- p.125 / Chapter 4.2.3 --- Empirical Results --- p.126 / Chapter 4.2.4 --- A Wrong Prescription for the Governance Disease --- p.127 / Chapter 4.3 --- INDEPENDENT DIRECTORS IN HONG KONG --- p.132 / Chapter 4.3.1 --- Regulatory Rules --- p.132 / Chapter 4.3.1(A) --- Listing Rules --- p.133 / Chapter 4.3.1(B) --- Code on Corporate Governance Practices --- p.134 / Chapter 4.3.2 --- The Same Wrong Prescription --- p.136 / Chapter 4.4 --- INDEPENDENT DIRECTORS OF H-SHARE COMPANIES --- p.140 / Chapter 4.4.1 --- Regulatory Rules --- p.141 / Chapter 4.4.2 --- Comparison of the Minimum Mandatory Requirements --- p.142 / Chapter 4.4.3 --- Sample Study --- p.143 / Chapter 4.4.3(A) --- Employment of INEDs --- p.143 / Chapter 4.4.3(B) --- Specialized Committee --- p.144 / Chapter 4.4.3(C) --- Occupational Background of INEDs --- p.145 / CONCLUSION --- p.146 / Chapter CHAPTER V --- GATEKEEPER --- p.148 / INTRODUCTION --- p.148 / Chapter 5.1 --- SPONSOR --- p.151 / Chapter 5.1.1 --- China --- p.152 / Chapter 5.1.2 --- Hong Kong --- p.157 / Chapter 5.2 --- AUDITOR --- p.163 / Chapter 5.2.1 --- China --- p.163 / Chapter 5.2.2 --- Hong Kong --- p.168 / Chapter 5.3 --- CORPORATE ATTORNEY --- p.173 / Chapter 5.3.1 --- China --- p.173 / Chapter 5.3.2 --- Hong Kong --- p.177 / Chapter 5.4 --- CRA --- p.182 / Chapter 5.4.1 --- China --- p.183 / Chapter 5.4.2 --- Hong Kong --- p.189 / CONCLUSION --- p.192 / Chapter CHAPTER VI --- PUBLIC ENFORCEMENT --- p.196 / INTRODUCTION --- p.196 / Chapter 6.1 --- PUBLIC ENFORCEMENT IN CHINA --- p.199 / Chapter 6.1.1 --- CSRC --- p.199 / Chapter 6.1.1(A) --- The Primitive Stage --- p.200 / Chapter 6.1.1(B) --- The Medieval Stage --- p.201 / Chapter 6.1.1(C) --- The Modern Stage --- p.204 / Chapter 6.1.1(D) --- CSRC Sanctions --- p.204 / Chapter 6.1.2 --- Stock Exchange Self-Regulation --- p.207 / Chapter 6.2 --- PUBLIC ENFORCEMENT IN HONG KONG --- p.213 / Chapter 6.2.1 --- Hong Kong Government --- p.213 / Chapter 6.2.2 --- SFC --- p.214 / Chapter 6.2.3 --- MMT --- p.219 / Chapter 6.2.4 --- SEHK --- p.221 / Chapter 6.2.5 --- The CITIC Pacific Case --- p.223 / Chapter 6.2.6 --- Maintenance of the Non-statutory SEHK Listing Rules --- p.226 / Chapter 6.3 --- EFFECTS OF REPUTATIONAL SANCTIONS IN CHINA AND HONG KONG --- p.230 / Chapter 6.3.1 --- Do Listed Companies Care? --- p.230 / Chapter 6.3.2 --- Share Price Reaction --- p.232 / Chapter 6.3.2(A) --- Sample --- p.232 / Chapter 6.3.2(B) --- Measurement of Cumulative Abnormal Returns (CAR) --- p.233 / Chapter 6.3.2(C) --- Results --- p.234 / Chapter 6.3.3 --- Collateral Effects --- p.235 / Chapter 6.4 --- LIMITED EFFECTS OF REPUTATIONAL SANCTIONS ON H-SHARE COMPANIES --- p.237 / CONCLUSION --- p.240 / Chapter CHAPTER VII --- PRIVATE ENFORCEMENT --- p.242 / INTRODUCTION --- p.242 / Chapter 7.1 --- SECURITIES LAW --- p.245 / Chapter 7.1.1 --- China --- p.245 / Chapter 7.1.2 --- Hong Kong --- p.248 / Chapter 7.2 --- CORPORATE LAW --- p.253 / Chapter 7.2.1 --- The Common Law Rule in Foss v Harbottle --- p.253 / Chapter 7.2.2 --- The New Derivative Action in China --- p.255 / Chapter 7.2.2(A) --- Background --- p.255 / Chapter 7.2.2(B) --- Locus Standi --- p.257 / Chapter 7.2.2(C) --- Standing Requirement --- p.260 / Chapter 7.2.2(D) --- Personal Benefit --- p.261 / Chapter 7.2.2(E) --- Funding the Action --- p.262 / Chapter 7.2.3 --- The Statutory Derivative Action in Hong Kong --- p.265 / Chapter 7.2.3(A) --- Member --- p.266 / Chapter 7.2.3(B) --- Specified Corporation --- p.267 / Chapter 7.2.3(C) --- Misfeasance --- p.268 / Chapter 7.2.3(D) --- Preconditions for Leave --- p.269 / Chapter 7.2.4 --- Private Enforcement Under the MPAAOs --- p.274 / Chapter 7.2.4(A) --- Enforcement by Arbitration --- p.274 / Chapter 7.2.4(B) --- Arbitration Procedures --- p.278 / Chapter 7.2.4(C) --- Enforcement of Arbitral Awards --- p.281 / CONCLUSION --- p.286 / CONCLUSION --- p.288 / INFORMATION DISCLOSURE --- p.289 / INDEDPENDENT DIRECTOR --- p.291 / GATEKEEPER --- p.292 / PUBLIC ENFORCEMENT --- p.296 / PRIVATE ENFORCEMENT --- p.297 / OVERALL BONDING EFFECT --- p.299

In the course of 2002 and 2003, the Australian Government introduced a fundamental change to the taxation of corporate groups. The new tax consolidation legislation allows wholly-owned groups to be regarded as one homogenous entity for income tax purposes from 1st of July 2002. After making an irrevocable decision to implement the elective consolidation provisions, a group, consisting of a head company and at least one other wholly-owned entity (company, trust or partnership), lodges a single income tax return and pays a single set of PAYG instalments over the period of consolidation. The assessment of the policies, principles and rules governing the implementation and operation of the consolidation regime reveals far-reaching implications for the accessibility of tax attributes and changes to the tax cost / adjusted values of capital / depreciating assets. Tax accounting systems and corporate governance guidelines established by groups are also affected. Groups deciding against the implementation of the consolidation rules, on the other hand, face the removal of previous grouping concessions, such as loss transfer provisions, CGT asset roll-overs and inter-corporate dividend rebates. Furthermore, a number of modified anti-avoidance and integrity measures affect intra-group transactions undertaken outside the consolidation regime. This thesis identifies and analyses the areas of taxation, accounting and corporate governance which are relevant for the initial consolidation decision. The following analysis is structured with primary regard to legal concepts stipulated by the consolidation legislation. However, frequent references to policies underlying the relevant provisions, for instance the wholly-owned approach, allow a deeper understanding of the consolidation core rules and the effects arising for groups deciding to implement them. Finally, this thesis also provides a comparative perspective through the discussion of consolidation policies and rules delivered by German tax legislation, accounting regulations and corporations law.

This study sets out to answer the question whether compliance with the directors’ fiduciary duty to act in the best interests of the company undermines other stakeholders’ interests and corporate sustainability. It adopts a comparative approach whereby the South African legal system is compared to that of the United Kingdom, Canada, and the United States of America where corporate scandals in the last two decades resulted in the collapse of some large companies. Qualitative research methods namely the critical and evaluation, comparative and legal historical approaches are employed. The adoption of the comparative and historical approach to this study makes it significant for company law literature. The study is hinged on two company law principles. The first one is that a company is a juristic and fictitious person. The second one is the separation of ownership and control of a company. To effectively understand how the directors’ fiduciary duty to act in the best interests of the company has evolved over time, a historical overview of fiduciary obligations is presented. Four different views about the origins of fiduciary obligations are examined. It is submitted that the old English case of Keech v Sandford1 and the South Sea Company Bubble are very significant to the development of fiduciary obligations and their assimilation into company law. Thereafter, a discussion on the nature and scope of the directors’ duty in question is presented. An analysis of the relationship between directors and the company and how rights and duties between the two legal subjects arise is also undertaken. It will be shown that the directors’ fiduciary duty to act in the best interests of the company is broken down into a number of mandatory rules. After outlining some selected company stakeholders, an argument is presented on who the legitimate beneficiaries of directors’ fiduciary obligations should be. Further, the study provides an explanation of the concept of ‘the best interests of a company’ before addressing the tension between the pursuit of sustainability and the best interests of the company. An important question in the context of this study is how can directors’ fiduciary obligations be enforced? Identifying that there is public and private enforcement of fiduciary obligations, this study focusses on private enforcement which mainly consists of judicial and administrative remedies. Judicial remedies especially the derivative action and oppression remedies will be examined. A greater part of the discussion will dwell heavily on whether the available remedies are relevant and/or effective in protecting various stakeholders’ interests. Due to the nature of the office of director, it can be contended that directors should not be held liable for every decision they make. As such, American courts have come up with what has come to be known as the business judgment rule. This rule protects directors from civil liability if they act in good faith, with due care, without any personal interest and within the director’s authority. It will be shown that the rule manifests or operates either as an abstention doctrine, as a standard of liability or as an immunity doctrine. As an abstention or standard of liability doctrine, the rule requires the plaintiff to rebut a presumption that directors acted in good faith in the best interests of the company. As an immunity doctrine, the rule requires the director to prove that s/he qualifies for the immunity.

This dissertation critically analyses the role of disclosure in strengthening corporate governance and accountability to determine whether a prescriptive system of disclosure is of greater efficacy than a voluntary regime. The research undertaken has been done on a qualitative and theory building basis. The purpose of the study is to examine how current and future legal reform can curb corporate governance shortcomings and contribute to a new more dependable mode of corporate governance. This requires a comparative analysis of the South African and English models which are voluntary ('comply or explain') regimes compared to the prescriptive American model of corporate governance ('comply or else'). The foundational basis, definition and jurisdictional evolution of corporate governance is examined and analysed to ascertain the role of disclosure in relation to good governance. To facilitate this investigation a critical review of the legislative framework and reforms enacted locally (and offshore where applicable) is also undertaken. Disclosure as a concept is probed in terms of both a mandatory disclosure and voluntary disclosure regime to determine the more prudent mode of dissemination and how it impacts the efficacy of corporate governance and accountability. To ensure a holistic VIew of the role of disclosure is comprehensively critiqued its influence on corporate social responsibility is embarked upon. It is contextualized against the shareholder (contractarian) theory of governance versus that of the stakeholder (communitarian) theory of governance. This will involve a study of the competing requirements of disclosure in terms of these two theories and its impact on securing accountability. The tenuous relationship between shareholders and directors is considered to determine whether corporate governance regimes safeguard shareholder rights and how these measures contribute to strengthening governance. The codified role of directors in enhancing disclosure to shareholders is also undertaken. To exatrune the interplay between these concepts corporate governance failures are dissected to determine the shortcomings of disclosure practice. The recommendation of this dissertation is that a mandatory disclosure regime is of greater efficacy in strengthening corporate governance and accountability but to remedy recurring corporate governance shortcomings a disclosure regime that is holistic and principles based is required. It should also be supported by a dedicated and empowered regulatory system with sufficient penal measures to curb fraudulent behaviour but sufficient flexibility so as not to curtail industrial fortitude. / Thesis (LL.M.)-University of KwaZulu-Natal, Durban, 2010.

Thesis (MBA)--Stellenbosch University, 2014. / ENGLISH ABSTRACT: Newspaper headlines have continued to shock investors and society by exposing corporate scandals and by highlighting the overall decline in moral fibre of the modern employer and/or employee, locally and internationally. The King III Report on Governance aims to improve organisations’ sustainability by providing principles to enable sound decision-making for any organisation, irrespective of its size and/or structure. The objective of this research report was to investigate the challenges experienced with the application of these principles, with a specific focus on the guidance provided to enable the independence of directors. Firstly, this investigation aimed to establish whether there was a belief that the application of these principles would necessarily lead to sustainability; and secondly, whether the application of these principles were practically possible for all organisations, irrespective of their size and/or structure. The investigation was conducted by combining the results from a literature review on corporate governance with a specific focus on director independence and a survey conducted with twelve individuals involved in different capacities at board level. Based on the information obtained from the literature review and the results obtained from the questionnaire, overwhelming support exists that indicates that the application of the King III principles would contribute to improve the sustainability of an organisation. However, it was discovered that it would not necessarily be feasible for all companies, of any size and/or structure, to effectively apply these principles. Various recommendations were made to address the challenges identified for the effective application of the King III principles relating to the independence of directors.