SUBMITTED IN ACCORDANCE WITH THE REQUIREMENT FOR DEGREE OF DOCTOR OF PHILOSOPHY IN THE SUBJECT OF CORPORATE GOVERNANCE WITS SCHOOL OF GOVERNANCE FACULTY OF LAW, COMMERCE AND MANAGEMENT AT THE UNIVERSITY OF THE WITWATERSRAND, JOHANNESBURG AUGUST 2015 / Following a plethora of scandals in both the public and private sectors, corporate governance has become the subject of contentious debates in the public domain over the past decade As a result, codes of good practice in the form of Cadbury, Greenbury, Turnbul, Hempel, Higgs, Sarbanes-Oxley Act (SOX) and Bosch Commission were ushered in different parts of Europe, Australia and the United States of America (USA). In South Africa, the King Commission on Corporate Governance was developed and subsequently modified for State Owned Enterprises (SOEs). Despite the progress noted, the SOEs environment remains in distress as boards and management struggle to maintain a balance between legislative compliance and performance. It is in the latter context that the study was inspired by the boards of the South African Broadcasting Corporation (SABC) and the Electricity Supply Commission (Eskom) respectively struggle to actualise sound corporate governance practices in order to deliver shareholder value. As part of the qualitative research approach, primary data collection was conducted by means of comprehensive face-to-face interviews with board members and senior management at the two above-mentioned organisations. In total, 30 (thirty) board members and senior managers were interviewed. In addition, secondary data was collected in the form of records, strategy reports, business plans, and memos written to participants. In analysing qualitative interview data, the study utilised content analysis and cross-case analysis methods, on whose basis five themes were derived, namely: legislation and regulations; the interface between board and management; the role of the board in strategy development; performance monitoring of the board; as well as the organisational funding model. The findings of the study include: fragmented and convoluted legislation; blurring of lines between management and governance; a weak board performance monitoring culture; unclear prioritization of social policy agenda, and inadequate funding to support social policy programmes, such as infrastructure. The policy reviews create leadership instability and accentuate distrust between boards and senior managers. This study further emphasizes limitations of the theoretical frameworks underpinning corporate governance in SOEs, and also advances detailed understanding of the corporate governance issues facing SOEs. Key Words: State Owned Enterprises; Corporate Governance; Legislation; Regulations; Compliance; Boards; Performance, Monitoring and Evaluation. / MT2016

Thesis (MTech (Business Administration))--Cape Peninsula University of Technology, 2009 / Greater emphasis has in recent years been placed on the fiduciary duties of managers vis-a-vis Chief Financial Officers, Accounting Officers and political representatives. The exposure has given rise to the shift in focus to overarching activities promoting social responsibility, ethics, discipline, transparency, fairness, independence and most importantly, accountability. Previous research (Burger & Goslin, 2005) focused on the rising incidence of mismanagement of public funds within government departments which has been credited to non-compliance in good governance or best practices. The rising interest by the media and the public on governanace and the role of public officials may be attributed to the various high-profile televised media releases; which includes the alleged alliance of Jacob Zuma with Schabir Schaik as emerged in the Schabir Schaik trail, the "Travelgate Scam", the 'Oilgate Saga' and the 'Arms Deal', which are but a few media reports. Corporate governance is thus understood as the method of control and accountability prevailent within the management and directorship of an organisation. The seven principles as propagated by the King Report on Governance, 2002 (referred to as the King II report), namely discipline, transparency, independence, accountability, responsibility, fairness and social responsibility is examined in this paper so as to establish whether there is an understanding and application of corporate governance within the Department of Cultural Affairs and Sport, Western Cape Provincial Government or whether good governance is integrated throughout the Provincial Department in question. In addition, the paper presents the analysis and findings of the employee perception survey conducted on public sector compliance to corporate governance principles, within the above provincial department, who were utilised as the case-study for this paper. The survey findings has reveals that the application of corporate principles exist in terms of the perceptions of the employees within the Provincial Department of Cultural Affairs and Sport. However, the study further revealed that there exists opportunities for improvement. The paper will detail the recommendations for the said department to promote corporate governance.

Thesis (MTech (Quality)--Cape Peninsula University of Technology, 2009 / Corporate governance is viewed as one of the topical issues of the 21st century. Little focus has however been directed to date at the specific application of corporate governance to Information and Communication Technology (ICT) outsourcing companies. The research problem, which was researched reads as follows: “The application of inadequate or poorly formulated governance mechanisms within ICT outsourcing companies invariably lead to poor service delivery and substandard quality of outsourced deliverables, and which could ultimately lead to the outsourcing contract being cancelled at a significant loss of jobs and revenue to the industry”. The research question which was researched to mitigate the research problem, reads as follows: “Can a generic governance framework be formulated to address the specific governance requirements of ICT outsourcing organisations?” As a result, the objective of the research was to assess the extent to which known governance reference models, frameworks and standards address the specific governance requirements of ICT outsourcing companies. The case study research method was utilised for the research as this type of research method allows for the establishment of in-depth data concerning the current governance mechanisms within the target organisation. The research study was supported by a governance efficiency survey conducted on a South African subsidiary of a multinational ICT outsourcing company, where the director‟s duties in respect of IT governance, were assessed. The questionnaire used in this research comprised of closed questions, based on the well known Likert scale. Primary data gleaned from the research survey was analysed using descriptive and inferential statistics. The survey returned that, although best practices pertaining to „governance‟ are mature, openly available and clearly described in literature, they are not necessarily widely adopted. This implies that in many organisations, there is significant room for improvement in the IT governance domain. The research furthermore returned that current known governance reference models, frameworks and standards to a limited extent, address the specific governance requirements of ICT outsourcing companies. A generic IT Governance Framework was developed, providing a valuable contribution to the improvement of customer satisfaction levels, by suggesting practical models for the integration of processes, the organisation design of the service provider and outsource client, and the relationship between „governance‟ and „quality‟.

M.Com. (Computer Auditing) / This dissertation aims to explore the entity characteristics associated with the implementation of the board-level stand-alone risk management committee (RMC) in South Africa. We developed a battery of econometric models based on triangulation of corporate governance theories which linked an entity’s decision to set up a separate risk management committee (RMC) in its board structures as a dependent variable and a host of entity-specific factors as independent variables. Data collected from audited annual reports of 181 JSE-listed non-financial entities was analysed using logistics regression estimation procedures. Our results show a strong positive relationship between the likelihood that an entity would establish a separate RMC, on the one hand, and board independence, board size, entity size, and industry type, on the other. Our study fails to find support for the hypothesis that an entity’s characteristics – such as the independence of the board chairman, the use of Big Four audit firms, financial reporting risks, and levels of financial leverage – do influence an entity’s decision to form a separate RMC. Our findings emphasize the role that information asymmetry between executive and non-executive directors, agency cost and potential damage to reputation capital of directors; diversity in background, expertise, and skills of directors; economies of scale in absorbing RMC costs; and industry-specific institutions and norms play in an entity’s decision to form a separate RMC. The implication of our findings is that policy-makers should consider the size and composition of boards and also take cognizance of entity size and industry-specific idiosyncrasies in setting recommended corporate governance practices.

Since the dissolution of apartheid, corporate governance in South Africa has evolved from being a soft mainly ethical issue to a hard knowledge-based technological issue, recognised as pivotal to the success and revitalisation of the country’s capital markets and, ultimately, the prospects of the corporate economy. These high stakes have produced a succession of measures aimed at transforming corporate governance in the economy. As such, South Africa’s corporate managers are consistently faced with the seemingly unassailable obstacle of discerning and implementing technologically progressive and culturally/racially unbiased management strategies/systems. The focus of this thesis is the latter of these two obstacles. Ubuntu acts as the scope via which the issues embedded within the incumbent management strategies/systems are viewed. Ubuntu philosophy embodies a socio-cultural framework that applies to all individuals and institutions throughout the continent. It embodies collectivism and teamwork, creation of synergies and competitive advantages, humanist leadership styles and maturity, consensus in decision-making systems, effective communication, and community-based corporate social responsibility. Ubuntu is pervasive in almost all parts of Southern African continent – it is integrated into all aspects of day-to-day life throughout the region. This thesis reviews and analyses some of the lessons that can be learned through the inception of African management, more specifically Ubuntu management, within South Africa’s corporate sphere. This thesis aims to prove that there exists a need for a new South African corporate management system, one which is able to harmoniously integrate the incumbent, western-orientated management strategies and systems with one of African origins.

The King II Report on Corporate Governance was released in March 2002. This report, although focusing on South African businesses, is acclaimed as a world first in setting superior governance standards. Corporate governance in South Africa is undergoing transformation due to the influence of the King II Report, and a range of other global trends such as Global Reporting Initiative guidelines and the infamous collapse of Enron due to governance failures. Non-financial reporting (also referred to as sustainability reporting) forms the main focus of this research project. The financial reporting aspects of corporate governance, and the role of governing boards and auditors fall outside the scope of this study. Through document analysis methods, Eskom's annual reports from 1998 - 2002, were analysed to establish whether patterns in sustainability reporting were identifiable. Employees and consumers of Eskom were. interviewed, using structured interviews to explore their awareness and knowledge regarding sustainability issues. A drastic increase in Eskom's non-financial reporting was identified in 2000. Apart from the corporate governance category, none of the chosen categories showed a major change after the 2002 release of the King II Report. Possible reasons for the lack of clear trends since 2002 are that the pattern is either not yet visible or it could be speculated that Eskom, who had won various reporting awards, is a leader in the field of corporate reporting and specifically on sustainability issues. Eskom had been involved in the reviewing of the first King Report and the drawing up of the recommendations for King II, and could therefore have modified their reporting procedures in 2000, prior'to the release of King II. As shown in the trend analysis, companies are coming under increased pressure to be socially accountable and transparent. This is fast becoming a 'core business issue', illustrated by the status of the King II Report requirements for corporate governance. Even though the terminology 'sustainability reporting' is unfamiliar to employees and consumers, both groups want disclosure and transparency of sustainability issues. Employees were, however, more aware than consumers of Eskom policies regarding sustainability issues. This report recommends that companies take a pro-active approach to corporate governance and sustainability reporting, noting the desire of consumers and employees to be informed about non-financial issues. These stakeholders also need to be made more aware of the meaning and significance of sustainability reporting.

Developing countries such as South Africa have a tremendous potential for rapid and sustainable economic and social development by leveraging the benefits and advantages of Information and Communication Technology (ICT) and applying it appropriately within the local government sector. As such, the Local Government Turnaround Strategy’s (LGTAS) vision states that: Each municipality must have the necessary ICT infrastructure and connectivity; and that ICT systems must be put in place across all municipalities to accelerate service delivery, and improve efficiency and accountability. However, technology on its own cannot achieve much; it must be supported by capable people and tested processes to provide services in which the public can have confidence. Disparities, both from within the municipal sector as well as in the larger South African ICT landscape, have influenced the manner in which municipalities make use of ICT. Nevertheless, it has been observed that despite the use of ICT, there has been a lack of utilising ICT governance to enhance corporate governance in the public sector, particularly in municipalities. In this study, an analysis was made of ICT governance initiatives, as a mechanism to enhance corporate governance, with particular reference to the Nelson Mandela Bay Municipality (NMBM) in the Eastern Cape. The research itself has identified risk levels that exist as a result of the lack of ICT governance and risk management. The respondents were given an opportunity to agree or disagree with statements regarding the state of ICT provision and support, corporate governance and other elements within the institution. The researcher has formulated recommendations to solve identified problem based in the research results in ICT governance and corporate governance. While governance developments have primarily been driven by the need for transparency regarding enterprise risks and the protection of shareholder value, the pervasive use of technology has created a critical dependency on ICT that calls for a specific focus on ICT governance. ICT governance is part of corporate governance,which is the responsibility of the organisation’s top executive, to ensure that its information technology supports the goals and objectives of the organisation, through a variety of structural mechanisms, processes and mechanisms for communication. Fundamentally, ICT governance is concerned with whether ICT is delivering value and the management of ICT risks, driven by a strategic alignment between business and ICT, resources management and performance management. The corporate governance of ICT involves evaluating and directing the plans for the use of ICT to support the Institution and monitoring these. It includes the strategy and policies for using ICT within the institution. The executive authority and executive management are accountable and responsible for ensuring that the governance of ICT is implemented in the institution in line with this framework.

M. Tech. Business Administration / Small and medium enterprises (SMEs) are increasingly seen as playing an important role in the economies of many countries. Thus, governments throughout the world focus on the development of the SME sector to promote economic growth. However, SMEs suffer from a high failure rate. The adoption of corporate governance is one of the factors that can help to improve the performance and reduce the high failure rate of SMEs in South Africa. The primary objective of this study was to establish the adoption of corporate governance principles by small and medium enterprises (SMEs). In addition, the study investigated the barriers to the adoption of corporate governance by SMEs. Principles adopted from the King 111 report were used to measure the corporate governance of SMEs. Four principles were used by this study to measure the adoption of corporate governance by SMEs. These were (1) Management of risk: this included accounting measures, control system and risk management. (2) Use of information technology. (3) Responsible and ethical leadership and (4) Compliance with applicable laws and rules. The study area was Tshwane Central Business District.

Thesis (MBA (Business Management))--University of Stellenbosch, 2007. / AFRIKAANSE OPSOMMING: Hierdie studie stel ondersoek in na die rol van die maatskappysekretaris in korporatiewe bestuur. Tien kernrolle word geidentifiseer, relevant in terme van die historiese ontwikkeling van die amp asook die Suid-Afrikaanse definisie van korporatiewe bestuur, om getoets te word teen die realiteite van die praktyk by wyse van 'n opname van maatskappysekretarisse by gelyste maatskappye. Die projek sluit af deur te vind dat sekretarisse in die algemeen in staat is om uitvoering te gee aan hul rol om by te dra tot goeie korporatiewe bestuur met spesifieke verwysing na hul rol om by te dra tot die raad van direkteure se funksie om te verseker dat mag nie gekonsentreer word onder die bestuur van die maatskappy nie. Daar word egter aanbeveel dat toekomstige maatstawwe om die rol van die maatskappysekretaris in korporatiewe bestuur te bevorder, gefokus kan word op die sekretaris se rol as 'n bron van raad aan direkteure en binne die maatskappy, asook die sekretaris se rol as 'n belangrike skakel tussen die maatskappy en sy aandeelhouers, aangesien hierdie as die probleemareas deur sekretarisse geidentifiseer was waar 'n mate van moeilikheid deur sekretarisse ervaar word. / ENGLISH ABSTRACT: This study investigates the role of the company secretary in corporate governance. The core roles are identified, relevant in terms of the historic development of the office and the South African specific definition of corporate governance, to be tested against practice by way of survey of company secretar ies at JSE listed companies. The study concludes by finding that secretaries are, in general, able to discharge their role to contribute to good corporate governance with specific reference to the secretary’s role to contribute to the board’s function as an important check that power is not concent rated amongs management. It is however recommended that future measures to advance the office of company secretary may be focused on the role of the company secretary as a source of guidance to board members and within the company, and his/her role as an important link between the company and its shareholders, as the areas where some difficulty is perceived by company secretaries

Thesis (MBA (Business Management))--University of Stellenbosch, 2010. / ENGLISH ABSTRACT: The third King Report on Corporate Governance, commonly referred to as King III, was released during September 2009. This was the first of the three released King Reports that apply to all entities regardless of the manner and form of incorporation or establishment. The purpose of the King Reports is to promote the highest standards of corporate governance in South Africa. The King Code is not an enforceable set of rules, but rather guidelines to assist companies in implementing principles of good governance and ultimately best business practices. Statistics indicate that Small and Medium Enterprises (SMEs) perform an indispensable role in a country’s economy. Given the significance of these enterprises it becomes fundamental to understand the role that corporate governance and corporate governance practices play within SMEs. The goal of this research report is to conduct an investigation into the applicability of King III, considered to be the leading authority on corporate governance within South Africa, to SMEs. The various principles of King III were extracted to determine to what extent they are applicable to the SME environment. It follows that the King III Report (including the Draft King III Report) is the primary source of literature used throughout the research report. The research report includes a brief review of the development of the King Reports from King I to King III and SMEs and corporate governance from a national and international perspective. The supposition is that most of the principles as outlined by King III would be applicable to all businesses and therefore all SMEs. The research report aims to marry the two concepts of corporate governance and SMEs as far as possible. The review of the various principles confirmed the supposition that the majority of principles of King III apply to SMEs. The study also confirmed that a number of principles only apply to so-called large SMEs and that smaller SMEs would simply not be able to justify the fulfilment thereof. A number of codes and principles only apply to businesses operating in ‘companies’ as legal entities and hence are not applicable to all SMEs. Various recommendations are made with reference to the adoption and customisation of specific principles by SMEs. The writer furthermore recommends that there may well be scope to compile a corporate governance code specifically addressed to SMEs in South Africa. Such a code may incorporate the unique dynamics of the SME environment and address the specific criteria and needs within SMEs. / AFRIKAANSE OPSOMMING: Die derde King Verslag oor Korporatiewe Beheer wat algemeen bekend staan as King III, is tydens September 2009 vrygestel. Hierdie verslag was die eerste van die drie King Verslae wat van toepassing is op alle entiteite ongeag vorm van inkorporasie. Die doel van die King Verslae was en is steeds om die hoogste standaarde van korporatiewe beheer in Suid-Afrika te vestig. Die King Kode is nie ‘n afdwingbare stel reëls nie maar eerder riglyne wat hulp verleen aan besighede vir die implementering van beginsels van goeie korporatiewe beheer en besigheidsgedrag. Statistiek toon dat Klein en Medium Ondernemings (KMOs) ‘n onontbeerlike rol vervul in die ekonomieë van lande. Gegewe die belangrikheid van KMOs in die ekonomie is dit van fundamentele belang om te verstaan watter rol korporatiewe beheer en goeie korporatiewe beheer beginsels in KMOs speel. Die doel van hierdie navorsingsverslag is om te bepaal wat die toepaslikheid van King III, wat algemeen as die leier van korporatiewe beheer in Suid-Afrika aanvaar word, op KMOs is. Die onderskeie beginsels en riglyne van die King III Verslag word ontleed om te bepaal in watter mate hierdie riglyne en beginsels van toepassing is vir die KMO omgewing. Dit volg dat die King III Verslag (asook die Konsep King III Verslag) deurgaans as primêre bron gebruik word. Die navorsingsverslag sluit ‘n kort oorsig van die ontwikkeling van die King Verslae, vanaf King I tot en met King III, in. Verder word ‘n oorsig van KMOs en korporatiewe beheer op ‘n nasionale en internasionale grondslag bespreek. Die veronderstelling is dat die meeste van die riglyne en onderliggende beginsels, soos uiteengesit en beskryf in King III, van toepassing is op alle besighede, derhalwe ook KMOs. Die navorsingsprojek het ten doel om die konsepte van korporatiewe beheer en KMOs te vereenselwig so ver prakties moontlik. Die oorsig van die onderskeie riglyne en beginsels bevestig die vermoede dat die meerderheid van die riglyne en beginsels van King III van toepassing is op alle KMOs. Die studie bevestig ook dat ‘n aantal riglyne en beginsels slegs van toepassing is op sogenaamde groot KMOs en dat klein KMOs waarskynlik nie die toepassing daarvan sal kan regverdig nie. Sekere riglyne en beginsels is slegs van toepassing op KMOs wat as ‘n maatskappy as regsentiteit funksioneer en derhalwe nie van toepassing op alle KMOs nie. Verskeie aanbevelings word gemaak met betrekking tot die toepassing van spesifieke riglyne en beginsels deur KMOs. Die skrywer beveel verder aan dat daar ruimte is vir die ontwikkeling van ‘n korporatiewe beheer kode wat spesifiek gemik is op KMOs in Suid Afrika. Hierdie kode kan die unieke dinamika van die KMO omgewing inkorporeer en spesifieke kriteria en behoeftes van KMOs aanspreek.