Magister Legum - LLM / The so called business judgment rule (hereinafter referred to as ―the BJR or the rule‖) that serves to protect directors from liability for negative consequences of honest, reasonable business decisions that went wrong, was developed by the American judiciary in the early 19th Century.2 Percy v. Millaudon, a Louisiana Supreme Court decision quoted above, articulated what is now referred to as the BJR.3 This case provides the earliest expression of the American BJR.4 Delaware courts subsequently issued a series of cases formulating the BJR as a presumption.5 Although the earliest expression of the rule was provided by a Louisiana court, the dissertation will focus on the Delaware case law formulation of the rule.6 The essence of the BJR is that judges should not second guess directors‘ decisions if certain elements of the BJR are fulfilled.7 Courts are required to exercise caution when dealing with claims brought by either stakeholders or shareholders against directors who have made bona fide, also referred to as good faith, business decisions.8 In order to be protected by the BJR and for it to act as a safe harbour, the court will determine whether certain requirements have been met before applying the rule.9 The Delaware courts formulated the BJR as a presumption and in order for directors to be protected by the rule they must have made an informed business decision, in good faith and in the honest belief that the decision will be in the best interest of the company.10 As will be discussed later, this formulation of the rule is referred to as the traditional BJR. In addition to the aforementioned formulation, another formulation was provided by the American Law Institute (hereafter referred to as the ―ALI formulation‖).11 Initially there had been difficulties codifying the ALI version of the rule but later it was successfully codified in paragraph 4.01(c) of the ALI Corporate Governance Project.12 This formulation requires a director to ensure that he has no personal interest in the matter, he is reasonably informed of the matter prior to making the decision and he rationally believes the decision will be in the best interest of the company.13 If the director complies with the aforementioned requirements, the director will be considered to have acted in good faith.14 Directors owe fiduciary duties to the company and in instances where they breach one or more of these duties they can incur personal liability.15 The rule thus emerged because of the need to protect directors and it serves as a safe harbour for those individuals who made a decision in conformity with the aforementioned requirements.16 In commercial terms the rule bestows economic freedoms and freedom of entrepreneurship to directors guided, in any case, by ―the best interest of the company‖.17 The most commonly cited reasons for the existence of the rule are that it promotes risk taking, encourages competent persons to serve as directors, prevents judicial second-guessing and promotes judicial efficiency. It further provides directors with sufficient freedom to manage the company and it ensures that the interest of shareholders and those of directors are balanced.18

Investigations reveal that the failure rate of e-governance projects in developing countries is between 35% and 50% whereby, 35% is classified as a total failure and 50% is considered a partial failure. Furthermore, previous e-governance frameworks lack reliable project discipline to deliver e-governance systems effectively to stakeholders for further exploits. This is one of the major reasons why e-governance projects fail to deliver the expected value to the citizenry and thereby, negatively impacting on socio-economic development. The purpose of this study was to develop a framework for benchmarking e-governance projects for socio-economic development in developing countries. The Design Science Research methodology was relied upon for the purpose of the study in order to answer its various research questions. Preliminary research investigations led to the identification of a range of critical success factors necessary for effective and efficient delivery of an e-governance project that fulfils expectations throughout the project lifecycle. Further investigations demonstrated that the foregoing critical success factors represent crucial and effective mechanisms for performing project assurance in the ambit of Monitoring and Evaluation. A generic framework for benchmarking e-governance projects was proposed. Further evaluation and validation exercises were undertaken on the framework through a survey involving a comprehensive sample of participants recruited from the Ghana ecosystem, a country considered a developing country. Experts who had comprehensive knowledge of challenges experienced when engaging in e-governance projects were also recruited from the international community as additional respondents in the survey. The study used a combination of simple random sampling and purposive sampling. Simple random sampling method was used to select 19 practising project managers, while purposive sampling method was employed to include e-governance experts in academic and research institutions as well as non-governmental organizations, with valuable insights concerning the research questions being addressed. The data collected was analysed using thematic analysis, and Pearson Chi-square test. The outcome of the evaluation and validation exercises produced an improved framework of which an appropriate prototyped proof of concept was developed for the purpose of enabling e-governance project stakeholders to perform project quality assurance throughout its lifecycle. Such as prototype, if implemented in real-life will go a long way in addressing many challenges faced in the entire e-governance project value chain from a prioritization, learning, cost, quality, time and impact perspectives. The overall outcome of this study showed that despite the reality that the failure rate of e-governance projects remains high in developing countries, there is strong evidence indicating that the aforementioned situation could be circumvented. The research found that success is achievable by embarking on a rigorous process of monitoring and evaluation based on well-defined performance metrics that embody time, quality, budget and scope. As such, the significant minimization of the failure rate of e-governance projects in developing countries would become reality provided that sound monitoring and evaluation are performed in all phases of the project even after its deployment. / Information Science / Ph. D. (Information Systems)