The corporate governance set-up in South Africa has undergone fundamental changes during the past decade, with the country today being responsive to most corporate governance issues. South Africa should be complimented for its King Code on Corporate Governance, the Companies Act and Johannesburg Securities Exchange Listing Requirements which have significantly strengthened the country’s corporate governance framework. These legal instruments have been influential in limiting directors’ powers and regulating the way directors are remunerated as a way of achieving good corporate governance. The research discusses the South African corporate governance framework with particular focus on the legal and regulatory framework that seeks to regulate directors’ powers and remuneration. An evaluation of the extent to which the legal and regulatory framework restrains directors’ powers and curbs excessive remuneration is undertaken. Recommendations are then provided on how the existing framework can be improved to adequately and effectively regulate directors’ powers and remuneration so as to achieve good corporate governance. / Mercantile Law / LL.M.

Thesis (MTh)--Stellenbosch University, 2004 / ENGLISH ABSTRACT: This assignment is an ethical evaluation of the Second King Report on Corporate Governance. I focus on the relationships between the shareowners, the management and all stakeholders other than shareowners. The instrument used to assess the report is the concept of Integrative Economic Ethics shaped by Peter Ulrich. The Second King Report argues that a company should meet besides its economic needs as well as social and environmental objectives. Therefore, the company has to take responsibility for creating 'sustainable' value in all these three areas. Stakeholders have to be approached inclusively and pro-actively. These are new primary business imperatives due to the increasing social power of companies. However, the report is based upon a one dimensional approach in which the economic bottom line is decisive, and social and environmental interests are only considered if they serve the sustainability of business success. Likewise the inclusive stakeholder approach is a shortcoming, because stakeholder interests are not regarded as legitimate claims within a moral discourse in which all those citizens partake that are affected or involved by the company's activities. Not legitimacy but the stakeholders' relevance for the 'shareowner value' is the determining argument. Conflicting moral claims are not solved by good reasons, but are decided on a priori in favour of the company's overriding goal, which is to make profit. Profit orientation of a company, however, is not an empirical 'fact' but a normative choice, which is for or against specific interest groups and as such has to be legitimised in a moral discourse. Since the report does not subordinate profit orientation under the primacy of ethics, its whole corporate ethical concept is shaped by 'functionalism' even to the extent, that 'ethics' itself is viewed as an economic 'factor'. Yet, this contradicts the controversial and un-objective nature of ethics. In conclusion the report's entire argument is based upon pure strategic economic grounds and, thus, cannot be considered as ethical at all. Shifting the social and environmental corporate responsibility to the market system is based upon unfounded belief in the 'metaphysics of the market'. This, however, does not lie in the enlightened self-interest of a corporate citizen, as the market is merely ruled by power and counter-power - which is only beneficial for those specific societal groups with the sufficient monetary power to stay competitive. On the contrary, the equality of all citizens in a deliberative democracy must be safeguarded. The liberal idea of a just and well-ordered society implies the understanding of the company as a corporate citizen. As such its corporate ethics has to entail not only securing a company's integrity through business principles, but also a socio-political co-responsibility which obliges the company to shape the framework of market competition to enable life-conducive value creation. The general public of free and mature citizens is the locus where all claims, including corporate ones, have to be morally justified. / AFRIKAANSE OPSOMMING: Hierdie werkstuk evalueer die tweede King Report on Corporate Governance for South Africa, wat op die verhouding tussen die aandeelhouers (shareowners), die bestuur (management), en aIle deelhebbers (stakeholders) buiten die aandeelhouers fokus. Die Integrative Economic Ethics-konsep, ontwikkel deur Peter Ulrich, is die instrument wat gebruik is om die verslag te beoordeel. Die tweede King-verslag vereis dat 'n maatskappy nie aIleen aan sy ekonomiese behoeftes voldoen nie, maar ook dat hy sy sosiale en omgewingsmikpunte haal. Daarom moet die maatskappy verantwoordelikheid neem om volhoubare waarde in elk van hierdie drie areas te skep. Deelhebbers moet inklusief en proaktief genader word. Hierdie is nuwe prirnere sake-imperatiewe, as gevolg van die toenemende sosiale mag van maatskappye. Die verslag is egter op 'n eendimensionele benadering gegrond, naamlik dat ekonomiese kwessies beslissend is (economic bottom line) en sosiale en omgewingsbelange slegs in ag geneem word wanneer hulle volhoubare sakesukses bevorder. Die 'inklusiewe deelhebber benadering' (inclusives stakeholder approach) skiet eweneens te kort, aangesien deelhebbers se belange nie erken word as regmatige eise binne 'n morele diskoers waaraan alle burgers deelneem wat geraak word deur, of betrokke is by, die maatskappy se aktiwiteite nie. Die deurslaggewende argument is nie regmatigheid nie, maar eerder die relevansie van die deelhebber se waarde vir die aandeelhouer. Strydige morele eise word nie deur goeie redenasie opgelos nie - daar word eerder a priori ten gunste van die maatskappy se oorheersende doel besluit, wat is om wins te maak. Winsorientasie van 'n maatskappy is egter nie 'n empiriese feit nie, maar 'n normatiewe keuse, wat vir of teen gegewe belangegroepe is, en as sodanig in 'n morele diskoers geregverdig moet word. Aangesien die verslag nie bereid is om winsorientasie ondergeskik aan etiese voorrang te stel nie, word die hele korporatiewe etiese konsep gevorm deur "funksionalisrne", selfs tot die mate dat etiek self as 'n ekonomiese faktor gesien word. Tog is dit strydig met die kontroversiele en nieobjektiewe aard van etiek. Ten slotte is die verslag se hele argument gebaseer op 'n suiwer strategies-ekonomiese grondslag, en kan dit dus glad nie as eties beskou word rue. Die keuse om sosiaal- en orngewingsgerigte korporatiewe verantwoordelikheid na die markstelsel te oor te skuif, is gebaseer op 'n ongegronde geloof in die "rnetafisika van die mark" (metaphysics of the market). Dit is egter nie in die ingeligte selfbelang van 'n korporatiewe burger nie, siende dat die mark deur mag en teen mag regeer word - wat slegs voordelig is vir die spesifieke groepe in die gemeenskap wat genoegsame rnonitere mag het om te kompeteer. In teenstelling daarmee, moet die gelykheid van alle burgers in 'n oorleggende demokrasie beskerm word. Die liberale konsep van 'n juiste en goedgeordende gemeenskap impliseer 'n begrip van 'n maatskappy as 'n korporatiewe burger. Korporatiewe etiek as sulks moet nie alleen 'n maatskappy se integriteit deur maatskappybeginsels verseker nie, maar ook 'n sosio-politiese medeverantwoordelikheid meebring, wat die maatskappy verplig om die raamwerk van markmededinging te vorm om sodoende lewensbevorderlike waardeskepping moontlik te maak. Die algemene publiek van vrye en volwasse burgers is die lokus waar alle eise, insluitend korporatiewe eise, moreel geregverdig moet word.

Thesis (MBA (Business Management))--University of Stellenbosch, 2007. / ENGLISH ABSTRACT: Corporate governance in South Africa was institutionalised by the publication of the King Report on Corporate Governance in 1994. The King Reports were set up to ensure transparency and accountability within companies. The second King Report on corporate governance for South Africa was released in 2002 and compliance with certain aspects of the report made compulsory as a listing requirement for companies trading on the Johannesburg Stock Exchange in 2003. These requirements adopt an approach of comply or explain, and companies have to report on whether they comply with the recommendations of the second King report, or have to explain the reason for such non-compliance. In 2004 the Johannesburg Stock Exchange launched the SRI Index with the aim to facilitate investment in such companies that have adopted the triple bottom line approach to reporting. The Global Reporting Initiative (GRI) develops and disseminates globally applicable sustainability reporting guidelines which provide a framework for reporting on an organisation’s economic, environmental, and social performance. The first draft guidelines of the GRI were released in 1999 and updated in 2002. The third generation (3G) of the reporting guidelines were released in October 2006. The focus of this research project was to conduct a survey on all companies that are listed on the Johannesburg Stock Exchange All Share Index as well as the companies listed on the JSE SRI Index, with the aim of giving some insight into the development of corporate governance and sustainability reporting applied by South African companies. The findings of the 2006 study were compared to the findings of a similar study on compliance on integrated sustainability reporting done in 2004, and trends were identified, analysed and discussed. Specific focus was placed on the reporting on issues of climate change, biodiversity and compliance with applicable sector charters. The 2006 survey established that overall reporting on sustainability and governance issues has improved, that companies are publishing additional detail on the implementation of BEE and transformation policies and that corporate governance and ethical compliance have been entrenched in the companies’ corporate culture. Environmental management is the matter that was least reported on. / AFRIKAANSE OPSOMMING: Korporatiewe bestuur in Suid Afrika was geinstitusionaliseer deur die publikasie van die King Verslag oor Korporatiewe Bestuur in 1994. Die King Verslag was ontwikkel om deursigtigheid en aanspreeklikheid in maatskappye te verseker. Die tweede Verslag oor Korporatiewe Bestuur in Suid Afrika was vrygestel in 2002 met sekere aspekte van die verslag wat verpligtend is as ’n maatskappy wil noteer op die Johannesburgse Effektebeurs. Die verslag vereis van maatskappye om ’n standpunt in te neem van voldoening of verduideliking. Die maatskappy moet ’n verslag inlewer om redes te verskaf hoekom hulle voldoen aan die regulasies, of verduidelik hoekom hulle nie aan die regulasies van die tweede King Verslag voldoen het nie. In 2004 het die Johannesburgse Effektebeurs die SRI Indeks bekend gestel met die doel van fasilitasie vir beleggings in maatskappye wat die ’triple bottom line’ standpunt aanwend. Die ’Global Reporting Initiative’ ontwikkel en versprei globale riglyne vir ’triple bottom line’ verslagdoening – dit verskaf 'n raamwerk vir verslagdoening van ’n organisasie se ekonomiese, omgewings en sosiale optrede. Die eerste stel riglyne is vrygestel in 1999 en aangepas in 2002. Die derde generasie van die riglyne is vrygestel in Oktober 2006. Die fokus van die navorsing was alle maatskappye wat op die JSE All Share Indeks geregistreer is asook die maatskappye wat deel vorm van die JSE SRI Indeks, met die doel om insig te gee in die ontwikkeling van korporatiewe maatreëls en verslagdoening wat toegepas word deur Suid Afrikaanse maatskappye. Die resultate van die 2006 studie is vergelyk met resultate van ’n soortgelyke studie in 2004. Spesifieke fokus was geplaas op verslagdoening oor sake met betrekking tot klimaatsverandering, biodiversiteit en voldoening met toepaslike sektor verslae. Die 2006 ondersoek het bevind dat algehele verslagdoening verbeter het; dat maatskappye verdere inligting beskikbaar stel oor die implementasie van swart ekonomiese bemagtiging, transformasie beleid en korporatiewe bestuur; en dat etiese voldoening ge-integreer was in die maatskapy se korporatiewe kultuur.

The corporate governance set-up in South Africa has undergone fundamental changes during the past decade, with the country today being responsive to most corporate governance issues. South Africa should be complimented for its King Code on Corporate Governance, the Companies Act and Johannesburg Securities Exchange Listing Requirements which have significantly strengthened the country’s corporate governance framework. These legal instruments have been influential in limiting directors’ powers and regulating the way directors are remunerated as a way of achieving good corporate governance. The research discusses the South African corporate governance framework with particular focus on the legal and regulatory framework that seeks to regulate directors’ powers and remuneration. An evaluation of the extent to which the legal and regulatory framework restrains directors’ powers and curbs excessive remuneration is undertaken. Recommendations are then provided on how the existing framework can be improved to adequately and effectively regulate directors’ powers and remuneration so as to achieve good corporate governance. / Mercantile Law / LL.M.

The political and economic pressures for transformation in South Africa have been documented in an array of policies, pieces of legislation, regulatory and statutory frameworks, and also in governance codes for both public and private companies. Specifically for the mining industry, the Mining Charter comprises of transformation targets and measurement criteria that are presented in a scorecard to be achieved by the mining industry by 2014. Additionally, the King reports on governance have specific requirements that listed companies must meet in terms of employment equity and demographic representation to achieve board diversity and independent boards. The aim of this study was to report on the board transformation status in the mining industry, as well as the progress that has been made towards meeting transformation targets. The 2011 annual reports were used to capture profiles and composition of board of directors in Johannesburg Stock Exchange (JSE) listed mining companies. Interviews were used to gain insight on the transformation status, initiatives undertaken and challenges of transformation in the mining industry. The research findings from the analysis of board members demographic and career profiles shows that little has been achieved to ensure equal representation and diversity on the boards of directors. Further analysis of the status of transformation by JSE listed mining companies to realise transformation, shows that transformation in the mining industry is still a major challenge. Whilst some initiatives have been undertaken and some progress has been made, this study reveals that the barriers to transformation in the South African mining industry are racial issues and tensions based on colour, the lack of skills caused by the education system, a war for talent, a lack of mentorship and no stakeholder engagement between the mining industry and government / Business Management / M. Com. (Business Management)

All companies, are vulnerable to events that could impact their reputation. These events can arise from various factors, such as a company's employment practices, economics, natural disasters, pollution, poor governance or poor management. Effective risk managers identify the different circumstances and factors that may impact on the reputation of a company, prior to the incident occurring. In order to assist risk managers, this dissertation proposes a structured approach to the management of reputational risks, which would ensure that the impact on the reputation of the company is minimised. The proposed approach was collated and deduced from the actions taken by companies that have suffered attacks against their reputations, but have successfully mitigated the consequences and minimised the damage to their reputations. Specific South African legislative requirements are also taken into account. This approach is highlighted and confirmed by contrasting it to the actions taken by companies that failed to counter the attacks on their reputation. / Business Management / M.Com. (Business Management)

Never in the history of the South African nation has the entrepreneurial spirit been more alive. Since the opening of international doors, after the 1994 elections, South Africa has experienced the explosive growth of transnational entrepreneurship. An enduring aspect of the explosion of such economic activity is the need for "good governance" and the need for governance education in South Africa and the rest of the continent has never been greater. The size of the family business component of the South Aftican economy suggests that it is the predominant way of doing business in South Africa. Of importance to this study is the estimate that approximately 95 % of all Greek businesses in South Africa can be classified as family businesses. The sustainability of Greek family businesses requires that they maintain good governance practices that are economically and environmentally acceptable to all stakeholders. It also requires that the next generation of Greek entrepreneurs balance good governance for the businesses as well as for the family. The primary objective of this study was to identify and explore the internal factors that influence and determine good governance to ensure the survival, growth and sustainability of Greek family businesses in South Africa. The secondary research objectives pertained to the underlying dimensions of good governance and required an exploration of the different governance concerns in relation to specific South African Greek behaviour and characteristics. A theoretical model of good governance factors was proposed and tested using Structural Equation Modeling. The study found that perceived good governance in a South African Greek family business context needs to be measured in terms of three factors, namely risk control, the internal regulatory environment and the protection of the stakeholders' interest. The study dealt further with the secondary sources effecting governance for South African businesses and was based on the latest report by the King Commission. An important finding is that the cross cultural aspect of family business governance must now be considered when conducting such research as more and more emphasis is placed on the good governance of all businesses.

Thesis (MTech (Business Administration))--Cape Peninsula University of Technology, 2017. / A highly uneven income distribution and South Africa’s economic structure has over the years produced a larger number of the so called ‘unbankable’ families or households that are not served by the commercial retail-banking sector. Microfinance institutions (MFIs) emerged as an important tool for poverty alleviation and as a substitute in providing access to credit facilities to those individuals. However, many MFIs have failed to sustain and grow their business due to malpractices and poor implementation of sound corporate governance mechanisms. This study aims to identify the impact of corporate governance mechanisms on sustainability at selected MFIs in Cape Town. The study was undertaken in order to bridge the information gap and increase the knowledge base on the issues of corporate governance and sustainability of MFIs as this lack of information may be due to insufficient research in the sector. A survey research design by employing the triangulation method was used to gather data from selected MFIs (n=15) in Cape Town. Quantitative, qualitative and secondary data instruments were used for data collection. Participants for this study were selected through the use of purposive sampling. Data were analysed through SPSS V24 to generate descriptive and statistical results. Cronbach’s alpha value was employed to determine the reliability of the dataset. The study found that most MFIs have no governance mechanisms in place that act as a blue print to address governance issues. Only a few MFIs distinguish the positions of Chief Executive Officer (CEO) and Chairman. In addition, this research showed that MFIs are struggling to be profitable as most of them continuously record lower levels of operational self-sufficiency and return on assets. The study recommends the ideal board size of MFIs, board diversity, separation on the positions of CEO and the Chairman, the use of the King IV report, and strategies for sustainability.

The Retail Distribution Review (RDR) was introduced by the Financial Services Board (FSB) to change the distribution and remuneration practices in the financial services industry in an attempt to ensure that clients receive fair treatment when purchasing financial products. The FSB aims to ensure that clients are sold products which are suitable for their financial needs and objectives; that clients receive appropriate advice which is not biased and not subject to product supplier influence in particular and that there is full transparency in the sales process. The current distribution of financial products and some financial advisor remuneration models are noted as contributing factors to the poor outcomes of current product selling practices. The impact of RDR on the sustainability of the South African financial services industry and advisor force is expected to be substantial, especially in terms of advisor remuneration, the reduction in qualified experienced advisors and a growing advice gap. This study reviewed the research conducted in the UK and Australia where RDR has been implemented and the impact thereof on the financial planning industry in these countries. This study aimed to determine if the South African advisors have started changing their business models to ensure that they are ready for the implementation of RDR and to reduce the impact of RDR on their practices. An environmental scan was conducted in order to identify and understand other factors specific to the South African context which will impact the financial services industry in the future. Research was conducted via online questionnaires as well as personal interviews to determine the perception of clients pertaining to the trustworthiness and professionalism of financial advisors and what they perceive as value in terms of financial planning, their knowledge of RDR and the changing environment. Industry experts were given the opportunity to share their views regarding the impact of RDR on the industry as well as their proposals in terms of the implementation and roll-out of RDR.

Thesis (PhD.(Public Administration)) --University of Limpopo. 2019 / South Africa continues to experiment with democracy after 23 years since its rebirth in 1994. The country’s democracy is still developing towards greater transparency, full participation and accountability. Development depends on the existence of strong and vibrant institutions of accountability in the face of the challenges that threaten to reverse the gains made since the advent of democracy. Among such institutions is the legislature, which is the focus of this study. The study probes the oversight role of legislatures in South Africa. Oversight has become a subject of interest in the field of Public Administration as it is viewed as the mandate of legislatures to hold the government to account for managing public resources in the course of conducting public affairs. This study broadens the understanding of oversight by examining crucial relations between the legislature and the executive, and by providing insight into the legislature’s ability and capacity to carry out the oversight mandate. This is mainly because in most developing countries, the legislative sector, and particularly African legislatures have been categorised as weak. They are generally censured to have institutional weaknesses and limited decision-making role. There are, however, common challenges, including but not limited to lack of capacity, the dominance of the executive and its reluctance to cooperate, and lack of political will attributed to various factors. These challenges are intensified by the legislature’s perceived inability to deal with emerging issues. Studies previously conducted in the Gauteng Legislature have affirmed some of these challenges, including among others, lack of independence and capacity issues when exercising its oversight role. However, the literature pointed to increased oversight activities in democratic legislatures over the years. Although increase in oversight activities is acknowledged in the study, literature on oversight effectiveness is scant. From the foregoing, the aim of the study was to examine whether the oversight role of legislatures has effects in terms of the promotion of good governance, particularly executive transparency and accountability as well as public involvement. In addition to focusing on the relationship between the executive and the legislature, ability and capacity of the legislature, the study also set out to determine the extent to which the public participates in oversight processes of legislatures. The study concentrated on the Gauteng Legislature, and focused on the work of Portfolio Committees as they are responsible for the day to day oversight work of legislatures. The literature reviewed points out to the complex nature of the legislative oversight setting based on the systems of governance adopted in a country, which has an influence on the relationship between the executive and the legislature, and in turn, on oversight. The study has employed a qualitative approach, with the data collected utilising semi-structured in-depth personal interviews, participant observation and document analysis. Semi-structured personal interviews were the main data collection tool utilised to collect primary data from the participants. The participants were selected utilising non-probability (purposive) sampling to target participants with knowledge and experience on the subject matter to attain the objectives of the study. In addition, the participant observation and document analysis were used to collect both primary and secondary data to supplement the interviews with the respondents. This was mainly to respond to the contention of this study. The study argues that the legislature through its oversight role has the ability and capacity to promote transparency and accountability as well as public involvement. The findings of this study suggest that to a certain extent, the oversight role might have positive effects on promoting executive transparency and accountability. However, the findings have pointed out some serious shortcomings regarding the extent to which the public participates in the oversight work of the legislature. This is regardless of the efforts made by the legislature to establish platforms to ensure that the public participates in the oversight role to hold the executive accountable. Furthermore, the study has found that Portfolio Committees are a suitable mechanism to hold the executive to account as among others, the Members of the Provincial Legislature (MPLs) work well together. There are improved relations between the Gauteng government departments and committees. The departments are responsive; yet there are still challenges leading to the elusion of accountability, with limited or no consequences. The study recommends inter alia, follow-up on oversight activities; committee action against the executive’s reluctance; strengthening the role of research; and regular interactions between the executive and the legislature.