The Companies Act of 71 of 2008 makes a number of important changes to the rules relating to capital maintenance. In line with the objectives of the Companies Act of 71 of 2008, section 44 of the Act has removed the prohibition on the provision of financial assistance by a company which was contained under the previous section 38 of the Companies Act 61 of 1973. Despite the repeal of the prohibition, a transaction which involves the provision of financial assistance by a company for the acquisition of or subscription of its own securities still needs to be effected in accordance with the requirements and conditions that are provided under the Act and Memorandum of Incorporation. To explore the new developments, within this study, the provision of financial assistance in terms of section 44 of the Companies Act of 2008 is, therefore, analysed in detail. On the other hand, the UK Companies Act of 2006 repealed the prohibition on the giving of financial assistance by private companies in most circumstances. It, however, retained the prohibition to public companies only because of the requirements of the Second Company Law Directive (77/91/EEC). This study also explores the rules of financial assistance by a company under the UK Companies Acts in detail. Though the source of financial assistance by a company both in South Africa and in English Company laws is rooted in the English decision of the Trevor v Whitworth case, currently these countries have adopted what is deemed appropriate and significant in their own countries. This study, therefore, examines and compares the rules governing the provision of financial assistance by a company in the company laws of these two countries. / Mercantile Law / LL.M. (Commercial law)

It is generally acknowledged that human capital intangibles are major value drivers in the new economy characterised by information and technology. The main purpose of this study is to examine the extent to which companies listed on the Johannesburg Stock Exchange disclose information on human capital related issues. The study combined both qualitative (literature reviews and content analysis) and quantitative (survey questionnaire) methods to collect data of 60 corporate annual reports (CARs) of listed companies in South Africa from survey questionnaires administered on various categories of preparers and users of these CARs. The study made use of 91 human capital disclosure checklists developed from literature reviews for the purpose of data collection. The data analysis was done with the aid of Atlasti-a qualitative data analysis software and SPSS- a quantitative data analysis software. The findings show that majority of the items on the disclosure checklist are not yet disclosed in the CARs even though most of the items on the checklist are adjudged to be useful for organisational value creation. In view of the initial findings of this study, a human capital disclosure framework is recommended. / Business Management / D. Accounting Science

As stakeholders start holding companies accountable for the non-financial impacts of their operations, it is increasingly recognised that the parties to whom companies are accountable extends beyond shareholders to include other stakeholders as well. Around the world, companies are responding to stakeholder demands by voluntarily reporting on their corporate social responsibility (CSR) performance. Unscrupulous companies may however, be tempted to use green-wash to make false claims relating to their CSR performance in order to reap the associated benefits. This information risk may be ameliorated through the independent assurance of CSR disclosures, enhancing the confidence of stakeholders in its veracity. Reporting companies usually voluntarily obtain independent assurance on their CSR performance. However, in South Africa, independent CSR assurance is a regulatory requirement for all JSE-listed companies, albeit on an ‘apply or explain’ basis. This thesis, which utilises a mixed methods research approach incorporating both qualitative and quantitative components, seeks to identify and understand the characteristics of the emerging independent CSR assurance phenomenon. In this regard, the empirical component of the study was conducted in three phases: in the first phase companies’ CSR disclosures and assurance reports are examined; in the second phase survey responses from companies are reviewed; and in the third phase interviews with CSR assurors are analysed. In this thesis, the extent to which companies provide independent assurance on their CSR disclosures is established; the providers of independent CSR assurance are identified; the reasons that companies select certain CSR assurance providers are explored; the reasons that companies provide independent assurance on their CSR disclosures are determined; the CSR assurance practices of the various CSR assurors are reviewed and compared; and the primary standards and/or frameworks used in CSR assurance engagements are identified. A conclusion is reached that although independent CSR assurance is a de facto mandatory requirement for JSE-listed companies, only 26% of the companies had their CSR disclosures independently assured. Despite its de facto mandatory nature, the study found that South African CSR assurance practices remain largely unregulated, resulting in a diversity of CSR assurors; utilising various assurance approaches, standards and practices. In this thesis, it is argued that these inconsistencies undermine the purpose of CSR assurance and reduce stakeholder confidence. It is accordingly proposed that the identified deficiencies could be addressed through the regulation of CSR reporting and assurance. An oversight/regulatory body should be established to prescribe the competencies that CSR assurors should possess; to develop appropriate CSR assurance engagement standards; and to clearly articulate the scope that CSR assurance engagements should cover; with which all CSR assurors should comply. / Auditing / D. Com. (Auditing)

Many of the countries all over the world, with different experiences, own state-owned enterprises (SOEs). Even though these enterprises are useful socioeconomic policy instruments, evidence from most of these countries shows that these enterprises do not fulfil their mandates, especially when wholly owned, and in developing and corrupt countries. As a result, owning SOEs has become a trend rather than a means to an end. Several models, from privatisation, then back to renationalisation, have been attempted in mitigating the numerous problems of these enterprises. These models did not mitigate the problems of SOEs as they were, in summary, mere models backed by powerful advocates and favoured by the turn of socio-political and economic cycles at that time. However, irrespective of the numerous problems of SOEs, these enterprises can still be useful socioeconomic policy instruments now, as in the past. Using multiphase exploratory mixed methods, this thesis explores ways of mitigating the problems of SOEs by developing a best practice structural corporate governance model that takes into account various aspects of corporate governance of SOEs. In this context, the empirical part of this study was conducted in three phases. The first phase analyses the contents of relevant enterprises’ documents. The second phase analyses survey responses from purposively selected expert respondents from sample SOEs. The third phase analyses interviews from purposively selected expert participants from sample SOEs. Thus, this thesis determined the problems of SOEs, detailed the problem implications, identified contingent areas of the models considered vis a vis problems explored, extended the role of government, developed a conceptual framework, established useful models for organising and owning SOEs as a way of mitigating the identified problems, analysed the thesis statement and thesis propositions and developed a structural corporate governance model for SOEs. The study found that the holding company model, both wholly and partly owned, appears to be better in mitigating corporate governance problems of SOEs, compared with the traditional wholly and partly owned models, with the partly owned model of the holding company model a better model compared with the other models. Thus, this thesis harnesses the stages detailed above into contributing to the field of scholarly knowledge by harnessing the stages described into developing a structural corporate governance model that takes into account relevant aspects of corporate governance of SOEs and related enterprises. Following this, this thesis proposes that, in addition to emulating the developed model, establishing a supervisory board that constitutes representatives from public and private role players, as well as other external assurance providers and regulatory inspectors is key in mitigating problems of SOEs, especially in developing countries. This thesis contributes to the field of scholarly knowledge by synthesising disjointed literature on public entrepreneurship, developing and demonstrating a theoretical comparative sampling method, extending the role of government, theoretically developing a conceptual framework, dimensional theory, as well as developing a structural corporate governance model. / Business Management / D. Phil. (Accounting Sciences)

One of the recognised ways through which a firm may increase its market share or reorganise its presence in a market is through a merger. A merger occurs when independent firms combine their businesses. Section 12A of the Competition Act, 1998, provides two grounds in terms of which mergers must be evaluated by competition authorities. These are competition and public interest considerations. The Act is reticent on which, between the two considerations, should take precedence in the event that the two conflict. The anterior purpose of this study is therefore to provide an in-depth analysis on which consideration must take precedence in the event of conflict. On analysis, the majority of case law suggests that the competition considerations must take precedence. This observation is also buttressed by a significant amount of literature, which holds that in merger analysis, the public interests only play a secondary role to the competition inquiry. / Mercantile Law / LL.M. (Mercantile Law)

South Africa has institutionalised the application of combined assurance’s Three Lines of Defence Model (TLDM) through the 3rd and 4th editions of the King Code. Albeit, failure of the TLDM has been documented in recent corporate governance scandals in South Africa. These failures point to the inadequacy of the model in its theoretical underpinnings that place more emphasis on compliance than moral development (acts vs virtue ethics). In this research study, the adequacy of the TLDM was assessed, as well as its effectiveness in dealing with Agency. It was further sought to establish whether competitive advantage could be created through TLDM implementation in South African organisations and to quantify in relative terms, the scope for competitive advantage creation through TLDM application. A mixed research methodology (convergent design) was used to gather quantitative and qualitative insights from governance practitioners in South Africa (concurrently over a cross-sectional time frame). 204 survey respondents and 11 interviewees participated in the study. A statistically valid model for creation of competitive advantage was developed from the quantitative findings while a framework for competitive advantage was developed from the qualitative findings. The findings of the study confirm the inadequacy of the TLDM that it lies in poor implementation by South African organisations than in the model’s theoretical underpinnings. It was concluded that competitive advantage can be created though TLDM implementation in South African organisations, and the scope for creation of competitive advantage is relatively significant. The implementation of TLDM with compliance fixation mediates the creation for competitive advantage through TLDM, while moral development focus in TLDM implementation moderates the relationship between TLDM Adequacy in ethics underpinnings and competitive advantage creation. While the inadequacy of the TLDM was established through this study, the support for the TLDM was still overwhelming, although support for additional levels as contemplated in the Five Levels of Assurance Model (FLAM) was considerable. / Graduate School of Business Leadership / D.B.L. (Strategy and Governance)

The South African economic landscape changed for ever after the first democratic election of 1994. The change heralded an era of inclusion, the economic landscape became open to people from all races, whereas before economic power was centralised in the hands of a minority group due to Apartheid legislation. Exploring the relationship of diversity of board members on the corporate governance of small, micro and medium enterprises (SMME’s) in South Africa has become imperative. Understanding the relationship, if any, which exists can aid SMME’s in board selection and corporate governance alike. Data for the study was collected through a self-enumerated questionnaire completed electronically and followed-up by interviews with heads of boards surveyed. Both the questionnaire and the interviews focussed on corporate governance, which included different components of governance such as the general principles of governance followed in the enterprise, the stakeholder focus exerted by the board of directors and the functioning of the board of directors. This resulted in a score for the enterprise which can be expressed as a percentage. This governance indicator was related to questions on the diversity of board members. The findings were in many cases contradictive when a single variable was observed against the score an enterprise achieved for governance. When taking a more holistic approach and evaluating multiple variables, it became evident that it is rather a combination of variables which displays some relationship with corporate governance. This study found that board diversity does have a relationship with corporate governance. The magnitude of this relationship could not be ascertained and warrants further research in a wider spectrum of the South African economy and also with a larger group of subjects. / Business Management / M. Tech. (Business Administration)

Developmental local government is regarded as a remedy for the deep-rooted structural socio-economic challenges in South Africa. Many of these challenges are a legacy of apartheid and colonialism, so the ascent to power of a democratic government after the 1994 democratic elections was seen as a watershed for the development of policies and programmes to ameliorate poverty, unemployment and gross inequality. The Constitution of the Republic of South Africa Act, 108 of 1996, positions South Africa as a developmental state (defining developmentalism as a capable state with strong economic growth and professionalized public institutions). The White Paper on Local Government, 1998, was also introduced to mitigate poverty and unemployment. The adoption of a democratic developmental state model that empowers local government, as the coalface of service delivery, was seen as the solution. The developmental trajectory posited by the national government was thus predicated on the efficacy of municipalities. This study therefore explores the success and failure of developmentalism in South Africa, using the Tshwane Metropolitan Municipality as a case study. Analysis and comparison regarding the best model for South Africa was done on the basis of a literature review of international and local studies and official documents and legislation. The review shows that the now defunct developmentalist Reconstruction and Development Programme (RDP) was adopted in 1994 to address the socio-economic ills associated with colonialism and apartheid, but it was replaced by the neoliberal Growth Employment and Redistribution policy. Most developing countries use East Asia as a template to replicate developmental models. Developmentalism thrived in Asia because these countries are not democratic. However, South Africa is a constitutional democracy, which means that the public and public participation must be taken into consideration in policy-making and decision-making, especially for local government to address local socio-economic problems, particularly those affecting the poor. This was not found to be the case in the Tshwane Metropolitan Municipality, where developmentalism is overshadowed by endemic problems around leadership, patronage and a lack of consultation with the people, leaving their needs largely unmet. Neo-liberal policies, clearly not aligned with developmentalism, have been espoused, so a developmental local government model has not been implemented systematically in the Metro. Recommendations to prioritize truly developmental local economic growth and socio-economic development include extensive training and higher appointment criteria. / Development Studies / M.A. (Development Studies)

Corporate reporting has changed from the traditional form of reporting which covered financial information only to the modern form of reporting called integrated reporting which covers, financial, corporate governance and sustainability information. The levels of corporate disclosure among corporate entities within any country and between countries are thus likely to have been affected by this change. Motivated by the IMF/World Bank (2006) that observed that corporate reporting improved in Botswana during the previous five years, without indicating what the actual level was or how it compares with that of other countries; this study sought to determine the actual level of corporate disclosure of two samples of companies: 23 companies listed on the Botswana Stock Exchange (BSE) and the top 40 companies (by market capitalisation) that are listed on the Johannesburg Stock Exchange (JSE). The study also shows how the two levels of corporate disclosure compare. This study is qualitative and descriptive by design; and involves analysing the content of the corporate annual report of each company in a sample using a corporate disclosure checklist; and determining the level of corporate disclosure for each sample of companies. The process ends with a comparative analysis of the levels of corporate disclosure of the companies from the two samples. Consistent with the IMF/World Bank report, the study revealed that the level of corporate disclosure in the BSE sample was low but increasing. However, the increase in the level of corporate disclosure varied from sector to sector and the specific information items. The study also showed that integrated reporting was not practised at all by the companies in the BSE sample. Comparatively, companies in the JSE sample had a higher level of corporate disclosure than that of companies in the BSE sample; and the rate of increase was much higher than that in the BSE sample. The study further found integrated reporting practiced in the entire JSE sample, although at different levels. xi This study also noted that although in principle it is sensible to benchmark from the best, other fundamental factors need to be considered before carrying out the exercise. Furthermore, the study indicated that the prevalent low level of corporate disclosure in the BSE sample was evidence that the corporate reporting environment in which the BSE lies was not conducive for the theories of corporate disclosure to fully explain corporate disclosure. A number of recommendations were made including establishing corporate disclosure indices and creation of a corporate environment in which all the theories discussed in the study can explain corporate disclosure. This study contributes to the literature on cross-country corporate disclosure and cautions companies with low levels of corporate disclosure not to embark on benchmarking without creating an environment conducive for corporate reporting. The study also offers useful insights to policymakers in Botswana and South Africa; and stimulates further research on cross-country corporate disclosure. The academia too will be able to identify areas for further research from this study. / Business Management / M. Com. (Accounting)

Corporate reporting has changed from the traditional form of reporting which covered financial information only to the modern form of reporting called integrated reporting which covers, financial, corporate governance and sustainability information. The levels of corporate disclosure among corporate entities within any country and between countries are thus likely to have been affected by this change. Motivated by the IMF/World Bank (2006) that observed that corporate reporting improved in Botswana during the previous five years, without indicating what the actual level was or how it compares with that of other countries; this study sought to determine the actual level of corporate disclosure of two samples of companies: 23 companies listed on the Botswana Stock Exchange (BSE) and the top 40 companies (by market capitalisation) that are listed on the Johannesburg Stock Exchange (JSE). The study also shows how the two levels of corporate disclosure compare. This study is qualitative and descriptive by design; and involves analysing the content of the corporate annual report of each company in a sample using a corporate disclosure checklist; and determining the level of corporate disclosure for each sample of companies. The process ends with a comparative analysis of the levels of corporate disclosure of the companies from the two samples. Consistent with the IMF/World Bank report, the study revealed that the level of corporate disclosure in the BSE sample was low but increasing. However, the increase in the level of corporate disclosure varied from sector to sector and the specific information items. The study also showed that integrated reporting was not practised at all by the companies in the BSE sample. Comparatively, companies in the JSE sample had a higher level of corporate disclosure than that of companies in the BSE sample; and the rate of increase was much higher than that in the BSE sample. The study further found integrated reporting practiced in the entire JSE sample, although at different levels. xi This study also noted that although in principle it is sensible to benchmark from the best, other fundamental factors need to be considered before carrying out the exercise. Furthermore, the study indicated that the prevalent low level of corporate disclosure in the BSE sample was evidence that the corporate reporting environment in which the BSE lies was not conducive for the theories of corporate disclosure to fully explain corporate disclosure. A number of recommendations were made including establishing corporate disclosure indices and creation of a corporate environment in which all the theories discussed in the study can explain corporate disclosure. This study contributes to the literature on cross-country corporate disclosure and cautions companies with low levels of corporate disclosure not to embark on benchmarking without creating an environment conducive for corporate reporting. The study also offers useful insights to policymakers in Botswana and South Africa; and stimulates further research on cross-country corporate disclosure. The academia too will be able to identify areas for further research from this study. / Business Management / M. Com. (Accounting)