Magister Legum - LLM / This research paper has examined whether and to what extent current legislation must be amended to make provision for the evolving role of the company secretary. The significance of the problem will be discussed by considering the definition of corporate governance and what it seeks to achieve. Why companies experience corporate governance failures, despite certain companies being considered examples of good corporate governance, will also be discussed. The research will also show that corporate governance failures have resulted in the enactment of legislation, codes of good corporate governance and a focus on the role players involved in corporate governance, particularly the company secretary.

Submitted by Marcia Regina Sá de Sousa Meirinho (meirinho.marcia@hotmail.com) on 2016-12-20T13:20:38Z No. of bitstreams: 1 dissertação versão final 201216.pdf: 1729948 bytes, checksum: 955b08e81fd36b2999a858c9adb32606 (MD5) / Approved for entry into archive by Janete de Oliveira Feitosa (janete.feitosa@fgv.br) on 2016-12-21T18:51:08Z (GMT) No. of bitstreams: 1 dissertação versão final 201216.pdf: 1729948 bytes, checksum: 955b08e81fd36b2999a858c9adb32606 (MD5) / Made available in DSpace on 2017-01-04T16:56:13Z (GMT). No. of bitstreams: 1 dissertação versão final 201216.pdf: 1729948 bytes, checksum: 955b08e81fd36b2999a858c9adb32606 (MD5) Previous issue date: 2016-11-28 / This study aimed to identify the governance failures that allow the occurrence of fraud, embezzlement as well as financial and reputational losses in listed companies. Therefore, a study of multiple cases was conducted involving five public companies, from which four are traded on the São Paulo Stock Exchange (BOVESPA). Data was obtained from interviews with experienced stock market professionals and other secondary sources that were confronted in the light of the Theory of Agency, which examined the relationship between owner and agent or managers. Two critical points were addressed in the interviews: primarily the work of the Board of Directors, which requires higher skills and willingness to deal with strategic issues relevant to the company. The second point was the motivation of agents who at times apply opportunistic practices to benefit themselves at the expense of the company's interests, which in turn creates the need for instruments and mechanisms for monitoring and control of the manager's performance. Corporate governance is not only related to the implementation of good practices and rules, but rather to the most efficient way to enhance decision making in business, so that managers, shareholders and Board of Directors have a voice and unify efforts to bring better results for the company. / Este estudo teve como objetivo identificar as falhas de Governança que possibilitam a ocorrência de fraudes, desvios e perdas financeiras e de reputação em empresas listadas. Para tanto, foi realizado um estudo de casos múltiplos envolvendo cinco empresas de capital aberto, sendo quatro com ações negociadas na Bolsa de Valores de São Paulo (BOVESPA). Os dados foram obtidos a partir de entrevistas realizadas com experientes profissionais do mercado de capitais e outras fontes secundárias, que foram confrontados sob a luz da teoria da agência, que analisou a relação do proprietário e do agente ou gestores. Nas entrevistas, dois pontos críticos foram abordados, primeiramente a atuação do Conselho de Administração, que requer maior qualificação e disponibilidade para tratar dos assuntos estratégicos pertinentes à empresa. O segundo ponto foi a motivação dos agentes, que em alguns momentos se utilizam de práticas oportunistas para benefício próprio em detrimento dos interesses da empresa. Este fato, por sua vez, gera a necessidade de criar instrumentos e mecanismos de monitoramento e controle da atuação do gestor. A Governança Corporativa não está relacionada apenas à aplicação de boas práticas e regras, mas sim à maneira mais eficiente encontrada para a tomada de decisão nas empresas, de modo que gestores, acionistas e Conselho de Administração tenham voz e unifiquem os esforços para trazer melhores resultados para a empresa.

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)