Corporate Governance (Fourth Edition) continues to inform on all aspects of corporate governance, while keeping readers up to date with the latest developments. It is now established as the leading South African work on the subject.
The past five years since publication of the third edition has seen a number of changes in the application of corporate governance in South Africa and beyond. Locally, we have seen the application of the 2008 Companies Act, and in the United Kingdom, a new Corporate Governance Code has been introduced.
Significant developments have taken place in the area of corporate reporting, via the appearance of an International Integrated Reporting Framework, widening the scope of the traditional annual report.
The Fourth Edition deals with these changes. Key additions are chapters on types of entities, and a comparison of local and international practice.
Corporate Governance was first published in 2002 shortly after the publication of the original King Report, to help explain the need for corporate governance in the private and public sectors and to provide South African executives and professionals with a practical framework to establish governance systems and practices in their own organisations. The book was revised and updated in 2005 and 2010.
- The 4th edition is a substantially enlarged book.
- New chapters in the fourth edition include Types of Entities and Comparisons of Local and International Practice.
"Tom Wixley and Geoff Everingham are deeply steeped in the theory of corporate governance and have also practised for extended lengths of time as non-executive directors of major South African companies. The result is this unique book which looks at corporate governance from both a global and South African perspective and is a must for both students and practitioners".
— Fred Phaswana, Chairman of the South African Institute of International Affairs; Non-executive Director at Naspers. Former Chairman of Standard Bank, Transnet, Anglo American SA, Anglo Platinum & BP Southern Africa among others.
"I can't think of two better brains coming together not just to write about corporate governance but also to share their deep conviction for developing a sustainable culture of corporate governance."
— Philip Hourquebie, former CEO of Ernst & Young South Africa
"The principles of good corporate governance will increasingly become the standard by which the directors and executives of public companies are judged, not merely by the market but also by the law. Tom Wixley and Geoff Everingham make a ground-breaking contribution to an understanding of these principles and the duties they impose on the responsible role players. Public companies, their directors, executives and professional advisers who ignore this work, will do so at their peril."
— Wim Trengove SC
"This is a very practical guide to a topic which is largely common sense, but which at the same time is often badly misunderstood. I like the numerous practical examples and references to what is happening in the real world. Directors and officers of companies, parastatals and regulatory bodies, and other interested parties such as their investors or advisers, can benefit from this book."
— Russell M. Loubser, former CEO: JSE Securities Exchange South Africa
"This valuable book is a practical and up-to-date guide on the implementation of corporate governance principles. It also links the governance principles to other legislation such as the Companies Act No 71 of 2008. The book is a must for any company director. "The authors of the book, Tom Wixley and Geoff Everingham, write with authority having a vast amount of experience and knowledge in corporate governance consulting, as well as serving on the boards of various public companies.
"The book is a handy addition to your book collection and is easy to read and understand. It describes the King III principles and provides examples of real-life situations of how the principles were applied. An added advantage is that a copy of the King Code is included, as well as a draft questionnaire for assessing boards, committees and directors."
— Quoted from a review by Juanita Steenekamp CA(SA) in Accountancy SA.
Table of Contents
1. Why Corporate Governance?
2. International developments in Corporate Governance
3. Types of business entities
4. Strategy and its Execution
5. Composition and Selection of the Board of Directors
6. Directors and their Responsibilities
7. Functioning of the Board
8. Board Committees
9. Risk Management and Internal Control
10. The Social and Ethics Committee
11. The audit committee
12. Financial Reporting and Communication
13. Integrated Reporting
14. Stakeholder Relationships
15. External Audit
16. Internal Audit
18. Remuneration of Directors and Executives — Principles and Disclosure
19. Public Sector
20. Corporate Governance in Private Businesses and other Small Organisations
Specimen letter of appointment as non-executive director
Draft questionnaires to be used in assessing boards, committees and directors
KING III CODE OF GOVERNANCE FOR SOUTH AFRICA 2009
About the Authors
Tom Wixley is a Chartered Accountant (SA) who spent 41 years with Ernst & Young including 10 as chairman. Since he retired from accounting practice in 2001 he has served on a variety of listed boards, both large and small, in mining, energy, insurance, property and publishing. He has participated in several professional committees on accounting standards, education and corporate law and consults on matters of corporate governance.
Geoff Everingham is Emeritus Professor of Accounting at the University of Cape Town. A well known author of numerous books and articles on accounting practice, he is a past chairman of the Accounting Practices Committee and member of the Independent Regulatory Board for Auditors. Geoff is a director of companies in the healthcare, construction, and financial services industries and a former director of Transnet.