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 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 (MAcc)--University of Stellenbosch, 2009. / ENGLISH ABSTRACT: Due to the integration of IT into all aspects of modern-day businesses, it is vital that the risks associated with IT are governed as an integral element of enterprise-wide corporate governance. The Third King Report on Corporate Governance (King III) was issued by the South African Chapter of the Institute of Directors in September 2009 and becomes operational on 1 March 2010. This marks the first time that the King Report has specifically addressed IT governance. King III will apply to all corporate entities. Such entities could benefit from applying an IT governance framework to ensure that they adequately address all aspects of IT governance, as required by King III. One of the comprehensive frameworks available is COBIT (Control Objectives for Information and Related Technology) issued by ISACA (previously known as the Information Systems Audit and Control Association). King III mentions the fact that COBIT could be used to assess and implement IT governance within an entity. The aim of this research is to determine whether the use of COBIT ensures compliance with King III’s requirements relating to IT governance. It was found that the main requirements in King III relating to IT governance and the processes of COBIT are well aligned, and, as a result, COBIT could be used effectively to ensure compliance with King III in relation to IT governance. However, an entity would still have to pay attention to certain King III-specific requirements. Furthermore, it was found that the application of the principles in COBIT could further strengthen the IT governance of an entity, as COBIT also addresses the more detailed activities, such as the implementation and operation of the IT system, which is not specifically addressed by King III.

This study focuses on the effectiveness of audit committees in public entities, specifically schedule 3A entities, which are governed by the PFMA. It is clear that the audit committee cannot operate on its own if it wishes to be effective. Management, Internal Audit and External Audit (Auditor General of South Africa) all play significant roles in the effectiveness of the audit committee. Internal Audit and the Auditor General are assurance providers for the audit committee and therefore play an even bigger role in its effectiveness. The independence of these assurance providers is vital, as the audit committee relies on them to obtain an independent view of the effectiveness of controls within the entities. / Graduate School of Business Leadership

This study focuses on the effectiveness of audit committees in public entities, specifically schedule 3A entities, which are governed by the PFMA. It is clear that the audit committee cannot operate on its own if it wishes to be effective. Management, Internal Audit and External Audit (Auditor General of South Africa) all play significant roles in the effectiveness of the audit committee. Internal Audit and the Auditor General are assurance providers for the audit committee and therefore play an even bigger role in its effectiveness. The independence of these assurance providers is vital, as the audit committee relies on them to obtain an independent view of the effectiveness of controls within the entities. / Graduate School of Business Leadership

The introduction of the 2002 King Report on Corporate Governance for South Africa has placed new emphasis on companies to attain higher and more consistent standards of governance. Based on widely recognised and supported governance frameworks it also inspired a rising expectation of accountability and transparency across every aspect of society and also other types of organisations. Through the establishment of the guidelines found in the King II Report the doors have been opened to sport and its various bodies to draw from the experience of corporations and to make use of some of these guidelines in the development of their own guidelines aimed at their own respective needs and purposes. The sports industry and especially its governing bodies need guidelines for proper governance due to the raised level of interest and impact of sport lately. As a result of the corporatisation of sport and increased professionalism, a greater need for proper business management and governance models within sport becomes apparent. The government has also placed renewed emphasis on the need for sport to become more professional in the manner in which it governs itself. If the sports industry cannot achieve this by means of proactive voluntary action and self-regulation, it runs the risk of legislative regulation, which threatens to undermine the sanctity of flexibility and self-regulation which has been central in the development of sport. This study presents a first attempt to determine the levels of non-adherence by national sports federations of South Africa to the principles of best practice governance, identified as the pillars of good governance. These principles are taken from the King II Report, and also the guidelines developed during the first Governance-in-Sport conference. This, a national study in which all South African national sports federations were approached and asked to participate, carries the support of Sport and Recreation South Africa as well as the South African Sports Commission. / Dissertation (MAdmin)--University of Pretoria, 2004. / gm2014 / School of Public Management and Administration / unrestricted

Thesis (MBA)--University of Stellenbosch, 2011. / This study investigates the independence of non-executive directors serving on the boards of the Top 40 companies listed on the JSE based on information collected from the companies‘ annual reports. It examines the definition of an independent non-executive director and analyses whether the directors of the Top 40 companies comply with the definition of the independent non-executive directors as set out in the King III Report. The third King Report on Governance for South Africa also known as King III Report was developed in response to the Companies Act of 2008 and the global financial crisis where the boards of directors were accused of not providing the required oversight in companies. Governments and regulatory bodies around the world were calling for the reform of laws and corporate governance codes to prevent occurrences such as the financial crisis and other corporate governance scandals. The new Companies Act mainly focuses on the duties and responsibilities of directors and their performance obligation. The King III report incorporated the amendments to the new Companies Act to ensure that companies are in line with best practice in corporate governance and that they comply with the law in terms of the Companies Act. The King code focuses on the role of non-executive directors with emphasis on the independence of directors because the role of directors is seen to be pivotal to good corporate governance. The findings of the study show that the majority of the companies analysed comply with the definition of an independent director as outlined in the King III Report. However, there is evidence that some companies are not yet compliant in terms of the disclosure of information concerning the tenure of directors as well as the number of directorships. The non-disclosure of information pertaining to the tenure and number of directorships held by some directors makes it difficult to assess whether the directors are fully compliant or not. There is also evidence that suggests that the majority of the boards do not assess directors‘ independence for those directors who have served on the board for more than nine years. Therefore, the majority of companies do not include a review of the independence of directors. Best practice stipulates that there be an assessment of the directors‘ independence when extending the directors‘ tenure beyond the given nine-year period. The study recommends that the King Report should be decisive on issues such as the number of directorships and that it should provide guidelines for the number of directorships that directors can hold. The study shows that some of the directors in the Top 40 companies listed on the JSE currently hold too many directorships and that there is a need for more clarity in this regard. 62 Pages. .

This dissertation reflects the results of a study during which the 2006 annual reports of the top-40 JSE listed companies, were assessed for their disclosure of the required corporate governance statements. Content analysis was used to identify the information. The results obtained indicate that the majority of the JSE's top-40 listed companies adhere to good corporate governance disclosure practices. However, there are areas in which the non-disclosure of information was prevalent. These include the disclosure of information on the selection of external auditors and whistle blowing. Future research, employing sources such as SENS announcements, press releases, trading updates, cautionary announcements and websites together with annual reports should be conducted. / Financial Accounting / M.Com. (Accounting)

Proper records management plays a significant role in the auditing process, risk management and wider corporate governance. Despite this role, in South Africa, many governmental bodies are issued with disclaimer reports every year by the Auditor-General of South Africa (AGSA) due to a lack of supporting documentation. This problem is exacerbated by the exclusion of records management from the criteria for a sound financial management infrastructure in many governmental bodies. The other dilemma is that some records such as financial records, personnel records and electronic records usually fall outside the jurisdiction of the organisation’s records manager. Utilising the King Report III as a framework, this study sought to develop a framework to embed records management practices into the auditing process in the public sector of South Africa, with a view to entrench a culture of clean audits. The study relied on mixed methods research (MMR), with the quantitative study conducted first through informetrics analysis of audit reports, while the qualitative paradigm was used to substantiate numerical data. Data collection adopted a multi-approach with four key sources of data: a questionnaire, interviews, literature review and publicly available data from the consolidated general reports of AGSA. The study revealed that most governmental bodies have established internal audit units, audit committees and records management units, which did not work in unison. In most governmental bodies records management did not form part of the audit scope and records management professionals were not part of the audit committees. As a result, most governmental bodies continued to receive negative audit opinions from AGSA. The study recommends that records management community should utilise auditing and risk management as a springboard to propel records management to the new heights. A further empirical study on the role of auditing and risk management in records management that embraces both the private and public sectors is recommended. / Information Science / D. Litt. et Phil. (Information Science)

Thesis (MComm) – Stellenbosch University, 2014. / ENGLISH ABSTRACT: Global interest in responsible investing has grown in recent years. To make effective decisions, responsible investors require listed companies to report on financial and nonfinancial performance, giving particular attention to environmental, social and corporate governance (ESG) considerations. This study was undertaken to address the paucity of academic research on ESG reporting in South Africa. A number of local studies had focused on environmental and governance reporting, but no studies had taken a holistic view of ESG reporting. Nor had any studies focused on the metals and mining industry in particular. This is a very important industry from an economic and ESG perspective, both in South Africa and internationally. The primary objective of this study was two-fold. Firstly, it was to investigate the extent of ESG reporting (both in South Africa and in a sample of international Metals and Mining companies). The second objective was to evaluate the factors that could potentially influence ESG reporting in these two samples. A positivistic research methodology was adopted as this approach allowed the researcher to test the stated research hypotheses. Quantitative secondary data were thus collected and analysed. The data collection process consisted of three phases: the first phase involved an extensive literature review of the key constructs; the second phase dealt with the collection of data for the dependent variable (Overall ESG score) from MSCI ESG Research’s database; and the third phase entailed collecting data for the 12 independent variables from Bureau van Dijk and selected websites. MSCI ESG Research’s universe was used to establish the two samples used in this study. The JSE sample consisted of 110 listed companies, whereas the international Metals and Mining sample consisted of 173 companies. Because MSCI ESG Research had completed only one year of ESG research when this study commenced, only data for 2012 were available. Descriptive and inferential statistics were completed to analyse the data. The empirical findings of the JSE sample show that the Governance pillar mean score was significantly higher than the Social pillar mean score and the Environmental pillar mean score. ESG reporting was found to be positively associated with companies which were included in the Nedbank Green Index. Companies included in the JSE Socially Responsible Index produced significantly better ESG reports than those excluded from the index. Significant differences were also noted in the Overall ESG score based on the nature of the industry in which a company operated. In the international Metals and Mining sample, two statistically significant relationships were found: larger companies had higher ESG score than smaller companies; and the greater the ownership concentration in a company, the better the ESG reporting on average. Four statistically significant differences were observed. Companies included in the FTSE4Good Index Series had better ESG scores than companies excluded from the index. Companies in developed countries had better ESG reporting than companies in emerging markets. The third difference related to companies which used the Global Reporting Initiative’s guidelines. These companies had higher Overall ESG scores than those which did not use the guidelines. The same applies to companies which were participants of the UN Global Compact and those who were not. It was concluded that investors who favour sound ESG reporting (and hence ESG management) should ideally focus on larger companies, those which are included in an responsible investing index, use the Global Reporting Initiative’s guidelines, and are participants of the UN Global Compact. Listed companies, particularly those in the Metals and Mining industry, should give more attention to environmental and social considerations, to the overall quality of their ESG reports, and should make more use of available initiatives to aid non-financial reporting. / AFRIKAANSE OPSOMMING: Die afgelope jare het belangstelling in verantwoordelike beleggings wêreldwyd toegeneem. Ten einde verantwoordelike beleggers in staat te stel om doeltreffende besluite te neem, moet genoteerde maatskappye oor hul finansiële én nie-finansiële prestasie verslag doen, met bepaalde klem op omgewings-, maatskaplike en korporatiewe beheer (OMB) kwessies. Hierdie studie is onderneem om ’n leemte in akademiese navorsing oor verslagdoening in Suid-Afrika te vul. ’n Aantal plaaslike studies het al op omgewings- en beheerverslagdoening gekonsentreer, maar geen navorsing tot dusver het OMB-verslagdoening holisties beskou nie. Ook het geen studies nog die soeklig op die metaal- en mynboubedryf in die besonder gewerp nie. Hierdie is ’n baie belangrike bedryf uit ’n ekonomiese en OMB-oogpunt, in Suid-Afrika sowel as internasionaal. Die hoofoogmerk van hierdie studie was tweeledig. Eerstens wou die studie ondersoek instel na die omvang van OMB-verslagdoening (by ’n Suid-Afrikaanse steekproef sowel as ’n steekproef van internasionale metaal- en mynboumaatskappye). Tweedens wou die navorsing die faktore bepaal wat ’n moontlike invloed op die OMB-verslagdoening van hierdie twee steekproewe kan hê. ’n Positivistiese navorsingsmetodologie is gebruik, aangesien hierdie benadering die navorser in staat gestel het om die navorsingshipoteses te toets. Kwantitatiewe sekondêre data was dus ingesamel en ontleed. Die data-insamelingsproses het uit drie fases bestaan: In die eerste fase was ’n omvattende literatuurstudie oor die hoofkonstrukte onderneem; die tweede fase het uit data-insameling oor die afhanklike veranderlike (algehele OMB-telling) uit die databasis van MSCI ESG Research bestaan, terwyl die derde fase data-insameling oor die 12 onafhanklike veranderlikes uit Bureau van Dijk en op uitgesoekte webtuistes behels het. Die universum van MSCI ESG Research is gebruik om die twee steekproewe in hierdie studie te bepaal. Die Suid-Afrikaanse steekproef het uit 110 genoteerde maatskappye bestaan, terwyl die steekproef van internasionale metaal- en mynboumaatskappye 173 entiteite ingesluit het. Aangesien MSCI ESG Research met die aanvang van hierdie studie nog net een jaar van OMB-navorsing onderneem het, was data slegs vir 2012 beskikbaar. Beskrywende en inferensiële statistieke is ontwikkel om die data te ontleed. Die empiriese bevindinge van die Suid-Afrikaanse-steekproef lewer ’n beduidend hoër gemiddelde telling vir beheerverslagdoening as vir maatskaplike en omgewingsverslagdoening op. OMB-verslagdoening blyk ’n positiewe korrelasie te toon met maatskappye wat by Nedbank se groen-indeks ingesluit is. Maatskappye wat ingesluit was in die Johannesburg Effektebeurs se indeks vir maatskaplike verantwoordelikheid het op hulle beurt aansienlik beter OMB-verslae opgestel as dié buite die indeks. Beduidende verskille in algehele OMB-tellings is ook opgemerk op grond van die aard van die bedryf waarin ’n maatskappy funksioneer. In die internasionale metaal- en mynbousteekproef is twee statisties beduidende verwantskappe aangetref: Groter maatskappye het ’n hoër OMB-telling as kleiner maatskappye getoon, en hoe hoër die eienaarskapskonsentrasie in ’n maatskappy, hoe beter die OMB-verslagdoening oor die algemeen. Vier statisties beduidende verskille is boonop waargeneem. Maatskappye wat deel was van die FTSE4Good-indeksreeks het beter OMBtellings opgelewer as maatskappye buite die indeks, en maatskappye in ontwikkelde lande het beter gevaar met OMB-verslagdoening as dié in ontluikende markte. Die derde verskil hou verband met maatskappye wat die riglyne van die Globale Verslagdoeningsinisiatief (GRI) volg, wat algeheel hoër OMB-tellings gehad het as diegene wat nié die riglyne gebruik nie. Dieselfde geld vir maatskappye wat aan die Verenigde Nasies (VN) se wêreldverdrag (“Global Compact”) deelneem en diegene wat nie deelneem nie. Die gevolgtrekking word gemaak dat beleggers wat goeie OMB-verslagdoening (en dus goeie OMB-bestuur) verkies, behoort te konsentreer op groter maatskappye, maatskappye wat by ’n indeks vir verantwoordelike belegging ingesluit is, wat die riglyne van die Internasionale Verslagdoeningsinisiatief volg, en wat aan die VN se wêreldverdrag deelneem. Genoteerde maatskappye, veral dié in die metaal- en mynboubedryf, behoort ook meer aandag te skenk aan omgewings- en maatskaplike sake sowel as die algehele gehalte van hul verslae, en behoort meer gebruik te maak van beskikbare inisiatiewe om nie-finansiële verslagdoening te ondersteun.