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Corporate Governance: Third Edition

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LittleWhiteBakkie

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Background
The nature of corporate governance
Governance structures
The need to strengthen corporate governance
5. Risks and rewards
The 6. king Reports
6.1 Background
6.3 ‘Apply or explain’
new rules and regulations
Development of rules
who is subject to the rules?
8. international codes of corporate governance
The importance of 1. strategy
Corporate governance and strategy
Skills, mindsets and safeguards
3.1 Skills
3.2 mindsets
3.3 Safeguards and controls
4. Stakeholders
5. execution
1. Composition of the board of directors
meaning of ‘director’
1.3 meaning of ‘non-executive director’
1.5 Chief executive offcer
1.6 other directorships
1.7 prescribed offcers
Selection of the board of directors
induction of directors
1. General
Rights of directors
3. Common-law duties of directors
3.1 Avoid a confict of interests
3.2 maintain an unfettered discretion
3.3 Act with care and skill
The 3.4 king Report
4. Statutory duties
Codifcation of common-law duties
4.2 Disclosure of interest
4.3 insider trading
unfair 4.4 competition
Restrictions on 4.5 loans and fnancial assistance
Directors’ liability
Board 2. effectiveness
Board 3. rules, procedures and charter
flow of information to the board
Board and 5. committee meetings
Dealing with problems
Role and function of the 7. chairman
The 8. chief executive offcer (Ceo)
Role of the company 9. secretary
Board and 10. director evaluation
induction, 11. training and mentoring of directors
Boards of listed subsidiaries
The need for focused committees
Constituting the committee
2.1 membership
Chairing the 2.2 committee
Relationships with the main board and with management
Terms of reference
Communication with stakeholders
Types of committees
4. Remuneration committee
5. nomination committee
6. Risk committee
7. Social and ethics committee
other committees
Risk and opportunity
identify risks early and continuously
Avoid, reduce or set tolerance levels for risks
establish internal controls to mitigate the risks
7. Reporting to shareholders
Be alert to the danger of unpredictable events
manage the risks posed by information technology (iT)
9.1 Alignment with the company’s objectives
iT 9.2 security
fiduciary duties of directors
Reporting by the board
Statutory requirements
3. Appointment and membership
4. meetings of the audit committee
Responsibilities of the audit committee
management as an 5.1 assurance provider
internal assurance providers
external assurance providers
oversight of the 5.4 integrated report
6. Reporting by the audit committee
General 2. communication principles
The 3. annual fnancial statements
3.3 Audit
3.4 Accounting standards
Specifc 3.5 disclosures
Summarized fnancial statements
3.7 Directors’ exposure
4. Accounting records
5. Going concern
The 6. interim report
6.1 Directors’ assertions
7. General meetings
2. king iii on sustainability reporting
The 3. Global Reporting initiative
Characteristics of sustainability disclosures
Content of sustainability disclosures
General — 5.1 goals, and stakeholders
7. Transformation issues
8. intellectual capital
9. Risks
2. Corporate reputation
managing stakeholder relationships
Dealing with 4. shareholders
Communicating with stakeholders
6. Dispute resolution
2. Accounting standards
3. Auditing standards
Going 5. concern — the roles of directors and auditors
6. Auditing profession Act and Reportable irregularities
independence of 7. auditors
Auditor 8. accreditation by the JSe
Auditors’ relationship with management
Relationship with internal audit
11. Appointment and dismissal of auditors
Terms of 12. engagement and remuneration
Claims against 13. auditors and apportionment of damages
Risk-based approach
The 3. institute of internal Auditors
outsourced or in-house?
The 4.1 outsourced option
The 4.2 in-house option
5. internal audit charter
The 1. burden of compliance
2. Responsibilities for compliance
Compliance for listed 3. companies
4. Companies Act compliance
5. Competition law
other Acts
The 1. importance of executive remuneration
The 2. structure of remuneration — base pay
The structure of remuneration — 3. variable pay
The structure of remuneration — 4. share-based incentive schemes
4.1 vanilla share options
improvements to 4.2 incentive schemes
4.3 performance conditions
Timing of 4.4 grants and vesting period
failure to meet 4.5 criteria
Change of control and other factors
who should 4.7 participate?
4.8 pricing of options and shares
life of schemes 4.9 and incentive awards
5. Severance packages of executive directors and service contracts
Remuneration of non-executive 6. directors
6.1 Share incentives
6.2 fees
7. Disclosure of directors’ remuneration
8. Remuneration reports
The 2. public finance management Act (pfmA)
2.1 State departments
2.2 public entities
2.3 Treasury regulations
2.4 Audit committees
3. Audit of public entities
4. municipalities
5. protocol on corporate governance in the public sector
what’s different about small businesses?
2. Corporate governance principles for small organizations
The dangers of poor corporate governance
poor 3.1 strategy
lack of 3.3 access to capital
lack of 3.4 management skills

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