This fifth – and significantly expanded – edition of Corporate Governance, now established as the leading independent South African work on the subject, continues to inform readers comprehensively on a subject that is assuming ever-growing importance in both the private and public sectors.
Since publication of the fourth edition in 2015 we have seen the issue of the King IV Report, and a rash of failures of corporate governance in both the private and public sectors, in many instances striking at the credibility of the assertions of those charged with governance. Any complacency which may have crept into corporate governance practices has been swept away and directors need to be more alert than ever as to their responsibilities and their exposure, both reputationally and in law. This edition includes a comprehensive summary of King IV.
This book seeks to deal comprehensively with the numerous and varied responsibilities assumed by company directors, incorporating latest developments in governance both locally and, where appropriate, internationally. It provides practical guidance to enable directors to discharge those responsibilities effectively, not only in terms of compliance, but also in terms of ensuring sustainability and long-term growth.
This edition introduces a third author, Karen Louw, a qualified lawyer, who brings a fresh perspective on the issues facing those charged with governance.
"This valuable book is a practical and up-to-date guide on the implementation of corporate governance principles. The book is a must for any company director."
— Quoted from a review by Juanita Steenekamp CA(SA) in Accountancy SA.
"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, Past or present posts held include: Chairman of the South African Institute of International Affairs; Independent Non-Executive Chairman at Standard Bank Group Limited; Independent Non-Executive Director at Naspers Limited. Chairman of Transnet, Anglo American SA, Anglo Platinum & BP Southern Africa among others
"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. Public companies, their directors, executives and professional advisers who ignore this work, will do so at their peril."
— Wim Trengove SC
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
SUMMARY OF THE KING IV CODE OF GOVERNANCE FOR SOUTH AFRICA
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 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 past member of the Independent Regulatory Board for Auditors. Geoff is a director of companies in the healthcare and industrial services industries, and a former director and acting chairman of Transnet.
Karen Louw is the Group Company Secretary for a listed group and an admitted attorney. Prior to joining her current firm, she spent 9 years as a legal consultant at KPMG specialising in corporate and commercial law, including mergers and acquisitions. Karen also spent some time as a practising attorney and in indirect tax consulting. Over many years she has contributed to information published by the South African Institute of Chartered Accountants, during the last 7 years as a member of its Legal Compliance Committee.