Dissertations / Theses on the topic 'King Report on Corporate Governance for South Africa'

Thesis (MBA)--Stellenbosch University, 2014.
ENGLISH ABSTRACT: Newspaper headlines have continued to shock investors and society by exposing corporate scandals and by highlighting the overall decline in moral fibre of the modern employer and/or employee, locally and internationally. The King III Report on Governance aims to improve organisations’ sustainability by providing principles to enable sound decision-making for any organisation, irrespective of its size and/or structure. The objective of this research report was to investigate the challenges experienced with the application of these principles, with a specific focus on the guidance provided to enable the independence of directors. Firstly, this investigation aimed to establish whether there was a belief that the application of these principles would necessarily lead to sustainability; and secondly, whether the application of these principles were practically possible for all organisations, irrespective of their size and/or structure. The investigation was conducted by combining the results from a literature review on corporate governance with a specific focus on director independence and a survey conducted with twelve individuals involved in different capacities at board level. Based on the information obtained from the literature review and the results obtained from the questionnaire, overwhelming support exists that indicates that the application of the King III principles would contribute to improve the sustainability of an organisation. However, it was discovered that it would not necessarily be feasible for all companies, of any size and/or structure, to effectively apply these principles. Various recommendations were made to address the challenges identified for the effective application of the King III principles relating to the independence of directors.

Magister Legum - LLM
Corporate governance is a principle that has had multiple evolving definitions. The Cadbury Report (also known as Financial Aspects of Corporate Governance) of 1992 is a report that sets out recommendations for best practice of a company board. Although the Cadbury Report was ideally formulated to apply to companies in the United Kingdom, its recommendations have formed the basis of many international codes over the years. It refers to corporate governance as the "system by which companies are directed and controlled". Solomons also explores the definitions of corporate governance in her book titled 'Corporate Governance and Accountability'. She acknowledges the existence of ‘narrow’ definitions and ‘broader’ definitions. Narrow definitions are more concerned with corporate accountability to a company’s shareholders. On the other hand, broader definitions seek to identify corporate accountability to shareholders and stakeholders. This definition encompasses a larger group of people, which include the society at large, future generations and the environment. For the purposes of this research, the broader definition will be utilised. Simply put, corporate governance refers to the practice in which companies are managed and controlled. This is achieved through balancing the interests of the many stakeholders of a company such as; employees, shareholders, suppliers, management, the government and many others. Corporate governance aims to create an environment whereby the company is managed in a way which promotes the interests of the stakeholders. These include, but are not limited to; the balance of powers in a company, compliance with laws and regulations, identification and management of potential risks, and ensuring accountability for its actions. In a nutshell, corporate governance can be viewed as the responsible leadership, governing and sustainability of a company. On the other hand, Corporate Social Responsibility (CSR) can be viewed as a branch of corporate governance and this shall be discussed further below. In many parts of the world, CSR functions as a voluntary code of conduct. This means that corporate entities are usually guided by a set of principles of good intent. Corporate entities are expected to self-regulate their affairs with their social effects in mind. Some scholars strongly believe that the voluntary nature of CSR is its very essence. It is a value that has to be realized through free will and philanthropy. However on the other hand, other scholars believe that this flexibility can be misused.

Thesis (MBA (Business Management))--University of Stellenbosch, 2010.
ENGLISH ABSTRACT: The third King Report on Corporate Governance, commonly referred to as King III, was released during September 2009. This was the first of the three released King Reports that apply to all entities regardless of the manner and form of incorporation or establishment. The purpose of the King Reports is to promote the highest standards of corporate governance in South Africa. The King Code is not an enforceable set of rules, but rather guidelines to assist companies in implementing principles of good governance and ultimately best business practices. Statistics indicate that Small and Medium Enterprises (SMEs) perform an indispensable role in a country’s economy. Given the significance of these enterprises it becomes fundamental to understand the role that corporate governance and corporate governance practices play within SMEs. The goal of this research report is to conduct an investigation into the applicability of King III, considered to be the leading authority on corporate governance within South Africa, to SMEs. The various principles of King III were extracted to determine to what extent they are applicable to the SME environment. It follows that the King III Report (including the Draft King III Report) is the primary source of literature used throughout the research report. The research report includes a brief review of the development of the King Reports from King I to King III and SMEs and corporate governance from a national and international perspective. The supposition is that most of the principles as outlined by King III would be applicable to all businesses and therefore all SMEs. The research report aims to marry the two concepts of corporate governance and SMEs as far as possible. The review of the various principles confirmed the supposition that the majority of principles of King III apply to SMEs. The study also confirmed that a number of principles only apply to so-called large SMEs and that smaller SMEs would simply not be able to justify the fulfilment thereof. A number of codes and principles only apply to businesses operating in ‘companies’ as legal entities and hence are not applicable to all SMEs. Various recommendations are made with reference to the adoption and customisation of specific principles by SMEs. The writer furthermore recommends that there may well be scope to compile a corporate governance code specifically addressed to SMEs in South Africa. Such a code may incorporate the unique dynamics of the SME environment and address the specific criteria and needs within SMEs.
AFRIKAANSE OPSOMMING: Die derde King Verslag oor Korporatiewe Beheer wat algemeen bekend staan as King III, is tydens September 2009 vrygestel. Hierdie verslag was die eerste van die drie King Verslae wat van toepassing is op alle entiteite ongeag vorm van inkorporasie. Die doel van die King Verslae was en is steeds om die hoogste standaarde van korporatiewe beheer in Suid-Afrika te vestig. Die King Kode is nie ‘n afdwingbare stel reëls nie maar eerder riglyne wat hulp verleen aan besighede vir die implementering van beginsels van goeie korporatiewe beheer en besigheidsgedrag. Statistiek toon dat Klein en Medium Ondernemings (KMOs) ‘n onontbeerlike rol vervul in die ekonomieë van lande. Gegewe die belangrikheid van KMOs in die ekonomie is dit van fundamentele belang om te verstaan watter rol korporatiewe beheer en goeie korporatiewe beheer beginsels in KMOs speel. Die doel van hierdie navorsingsverslag is om te bepaal wat die toepaslikheid van King III, wat algemeen as die leier van korporatiewe beheer in Suid-Afrika aanvaar word, op KMOs is. Die onderskeie beginsels en riglyne van die King III Verslag word ontleed om te bepaal in watter mate hierdie riglyne en beginsels van toepassing is vir die KMO omgewing. Dit volg dat die King III Verslag (asook die Konsep King III Verslag) deurgaans as primêre bron gebruik word. Die navorsingsverslag sluit ‘n kort oorsig van die ontwikkeling van die King Verslae, vanaf King I tot en met King III, in. Verder word ‘n oorsig van KMOs en korporatiewe beheer op ‘n nasionale en internasionale grondslag bespreek. Die veronderstelling is dat die meeste van die riglyne en onderliggende beginsels, soos uiteengesit en beskryf in King III, van toepassing is op alle besighede, derhalwe ook KMOs. Die navorsingsprojek het ten doel om die konsepte van korporatiewe beheer en KMOs te vereenselwig so ver prakties moontlik. Die oorsig van die onderskeie riglyne en beginsels bevestig die vermoede dat die meerderheid van die riglyne en beginsels van King III van toepassing is op alle KMOs. Die studie bevestig ook dat ‘n aantal riglyne en beginsels slegs van toepassing is op sogenaamde groot KMOs en dat klein KMOs waarskynlik nie die toepassing daarvan sal kan regverdig nie. Sekere riglyne en beginsels is slegs van toepassing op KMOs wat as ‘n maatskappy as regsentiteit funksioneer en derhalwe nie van toepassing op alle KMOs nie. Verskeie aanbevelings word gemaak met betrekking tot die toepassing van spesifieke riglyne en beginsels deur KMOs. Die skrywer beveel verder aan dat daar ruimte is vir die ontwikkeling van ‘n korporatiewe beheer kode wat spesifiek gemik is op KMOs in Suid Afrika. Hierdie kode kan die unieke dinamika van die KMO omgewing inkorporeer en spesifieke kriteria en behoeftes van KMOs aanspreek.

Thesis (MBA)--University of Stellenbosch, 2010.
In June 2009, there were 56 244 not-for-profit organisations registered with the Department of Social Development in South Africa. In addition, there are about 100 000 informal (non-registered) not-for-profit organisations in South Africa. The budget allocation of these organisations varies from R100 thousand to R20 million. The South African not-for-profit sector comprises of three types of organisations, namely the Section 21 companies, trusts and voluntary associations. The Non Profit Organisations Act, No. 71 of 1997, came into effect on 1 September 1998 to assist and guide the not-for-profit sector in improving its governance practices. Globally and in South Africa, we see a shift in the focus of governance in the not-for-profit sector. In 2005, a broad forum of South African organisations, donors and government representatives developed a code of good governance for not-for-profit organisations. The forum focused on the need of profit-motivated organisations to invest in community and social developments that exhibit good governance practices. Corporate governance in South Africa has its foundation in the first King Report of 1994. This report, King I, was the result of the work of a committee, formed to address a code of good practices for corporate governance. Its purpose was to promote the highest standard of governance in South Africa, and it is not enforceable by law. In 2009, the third version of the King Report, King III, was released to enhance the current set of governance practices. In the South African context, the King Report is the key piece of best practices that drives governance in the for-profit sector. The not-for-profit sector in South Africa is transforming and adapting to the changing external environment. There is a requirement to have good governance practices in the sector. The size and nature of the organisation would determine the areas of governance that the organisation would apply. The “apply or explain” principles of King III provide each not-for-profit organisation with the flexibility to apply good governance practices.

Thesis (MTh)--Stellenbosch University, 2004
ENGLISH ABSTRACT: This assignment is an ethical evaluation of the Second King Report on Corporate Governance. I focus on the relationships between the shareowners, the management and all stakeholders other than shareowners. The instrument used to assess the report is the concept of Integrative Economic Ethics shaped by Peter Ulrich. The Second King Report argues that a company should meet besides its economic needs as well as social and environmental objectives. Therefore, the company has to take responsibility for creating 'sustainable' value in all these three areas. Stakeholders have to be approached inclusively and pro-actively. These are new primary business imperatives due to the increasing social power of companies. However, the report is based upon a one dimensional approach in which the economic bottom line is decisive, and social and environmental interests are only considered if they serve the sustainability of business success. Likewise the inclusive stakeholder approach is a shortcoming, because stakeholder interests are not regarded as legitimate claims within a moral discourse in which all those citizens partake that are affected or involved by the company's activities. Not legitimacy but the stakeholders' relevance for the 'shareowner value' is the determining argument. Conflicting moral claims are not solved by good reasons, but are decided on a priori in favour of the company's overriding goal, which is to make profit. Profit orientation of a company, however, is not an empirical 'fact' but a normative choice, which is for or against specific interest groups and as such has to be legitimised in a moral discourse. Since the report does not subordinate profit orientation under the primacy of ethics, its whole corporate ethical concept is shaped by 'functionalism' even to the extent, that 'ethics' itself is viewed as an economic 'factor'. Yet, this contradicts the controversial and un-objective nature of ethics. In conclusion the report's entire argument is based upon pure strategic economic grounds and, thus, cannot be considered as ethical at all. Shifting the social and environmental corporate responsibility to the market system is based upon unfounded belief in the 'metaphysics of the market'. This, however, does not lie in the enlightened self-interest of a corporate citizen, as the market is merely ruled by power and counter-power - which is only beneficial for those specific societal groups with the sufficient monetary power to stay competitive. On the contrary, the equality of all citizens in a deliberative democracy must be safeguarded. The liberal idea of a just and well-ordered society implies the understanding of the company as a corporate citizen. As such its corporate ethics has to entail not only securing a company's integrity through business principles, but also a socio-political co-responsibility which obliges the company to shape the framework of market competition to enable life-conducive value creation. The general public of free and mature citizens is the locus where all claims, including corporate ones, have to be morally justified.
AFRIKAANSE OPSOMMING: Hierdie werkstuk evalueer die tweede King Report on Corporate Governance for South Africa, wat op die verhouding tussen die aandeelhouers (shareowners), die bestuur (management), en aIle deelhebbers (stakeholders) buiten die aandeelhouers fokus. Die Integrative Economic Ethics-konsep, ontwikkel deur Peter Ulrich, is die instrument wat gebruik is om die verslag te beoordeel. Die tweede King-verslag vereis dat 'n maatskappy nie aIleen aan sy ekonomiese behoeftes voldoen nie, maar ook dat hy sy sosiale en omgewingsmikpunte haal. Daarom moet die maatskappy verantwoordelikheid neem om volhoubare waarde in elk van hierdie drie areas te skep. Deelhebbers moet inklusief en proaktief genader word. Hierdie is nuwe prirnere sake-imperatiewe, as gevolg van die toenemende sosiale mag van maatskappye. Die verslag is egter op 'n eendimensionele benadering gegrond, naamlik dat ekonomiese kwessies beslissend is (economic bottom line) en sosiale en omgewingsbelange slegs in ag geneem word wanneer hulle volhoubare sakesukses bevorder. Die 'inklusiewe deelhebber benadering' (inclusives stakeholder approach) skiet eweneens te kort, aangesien deelhebbers se belange nie erken word as regmatige eise binne 'n morele diskoers waaraan alle burgers deelneem wat geraak word deur, of betrokke is by, die maatskappy se aktiwiteite nie. Die deurslaggewende argument is nie regmatigheid nie, maar eerder die relevansie van die deelhebber se waarde vir die aandeelhouer. Strydige morele eise word nie deur goeie redenasie opgelos nie - daar word eerder a priori ten gunste van die maatskappy se oorheersende doel besluit, wat is om wins te maak. Winsorientasie van 'n maatskappy is egter nie 'n empiriese feit nie, maar 'n normatiewe keuse, wat vir of teen gegewe belangegroepe is, en as sodanig in 'n morele diskoers geregverdig moet word. Aangesien die verslag nie bereid is om winsorientasie ondergeskik aan etiese voorrang te stel nie, word die hele korporatiewe etiese konsep gevorm deur "funksionalisrne", selfs tot die mate dat etiek self as 'n ekonomiese faktor gesien word. Tog is dit strydig met die kontroversiele en nieobjektiewe aard van etiek. Ten slotte is die verslag se hele argument gebaseer op 'n suiwer strategies-ekonomiese grondslag, en kan dit dus glad nie as eties beskou word rue. Die keuse om sosiaal- en orngewingsgerigte korporatiewe verantwoordelikheid na die markstelsel te oor te skuif, is gebaseer op 'n ongegronde geloof in die "rnetafisika van die mark" (metaphysics of the market). Dit is egter nie in die ingeligte selfbelang van 'n korporatiewe burger nie, siende dat die mark deur mag en teen mag regeer word - wat slegs voordelig is vir die spesifieke groepe in die gemeenskap wat genoegsame rnonitere mag het om te kompeteer. In teenstelling daarmee, moet die gelykheid van alle burgers in 'n oorleggende demokrasie beskerm word. Die liberale konsep van 'n juiste en goedgeordende gemeenskap impliseer 'n begrip van 'n maatskappy as 'n korporatiewe burger. Korporatiewe etiek as sulks moet nie alleen 'n maatskappy se integriteit deur maatskappybeginsels verseker nie, maar ook 'n sosio-politiese medeverantwoordelikheid meebring, wat die maatskappy verplig om die raamwerk van markmededinging te vorm om sodoende lewensbevorderlike waardeskepping moontlik te maak. Die algemene publiek van vrye en volwasse burgers is die lokus waar alle eise, insluitend korporatiewe eise, moreel geregverdig moet word.

The King II Report on Corporate Governance was released in March 2002. This report, although focusing on South African businesses, is acclaimed as a world first in setting superior governance standards. Corporate governance in South Africa is undergoing transformation due to the influence of the King II Report, and a range of other global trends such as Global Reporting Initiative guidelines and the infamous collapse of Enron due to governance failures. Non-financial reporting (also referred to as sustainability reporting) forms the main focus of this research project. The financial reporting aspects of corporate governance, and the role of governing boards and auditors fall outside the scope of this study. Through document analysis methods, Eskom's annual reports from 1998 - 2002, were analysed to establish whether patterns in sustainability reporting were identifiable. Employees and consumers of Eskom were. interviewed, using structured interviews to explore their awareness and knowledge regarding sustainability issues. A drastic increase in Eskom's non-financial reporting was identified in 2000. Apart from the corporate governance category, none of the chosen categories showed a major change after the 2002 release of the King II Report. Possible reasons for the lack of clear trends since 2002 are that the pattern is either not yet visible or it could be speculated that Eskom, who had won various reporting awards, is a leader in the field of corporate reporting and specifically on sustainability issues. Eskom had been involved in the reviewing of the first King Report and the drawing up of the recommendations for King II, and could therefore have modified their reporting procedures in 2000, prior'to the release of King II. As shown in the trend analysis, companies are coming under increased pressure to be socially accountable and transparent. This is fast becoming a 'core business issue', illustrated by the status of the King II Report requirements for corporate governance. Even though the terminology 'sustainability reporting' is unfamiliar to employees and consumers, both groups want disclosure and transparency of sustainability issues. Employees were, however, more aware than consumers of Eskom policies regarding sustainability issues. This report recommends that companies take a pro-active approach to corporate governance and sustainability reporting, noting the desire of consumers and employees to be informed about non-financial issues. These stakeholders also need to be made more aware of the meaning and significance of sustainability reporting.

Thesis (MBA (Business Management))--University of Stellenbosch, 2009.
ENGLISH ABSTRACT: The King II Report on Corporate Governance reported that the 19th Century saw the foundations laid for modern corporations, this was the century of the entrepreneur. The 20th Century became the century of management and that the 21st Century promises to be a century of governance, as the focus swings to the legitimacy and the effectiveness of the wielding of power over corporate entities worldwide. South Africa has come a long way since the companies reform project was formally launched in 2004 when the Department of Trade and Industry published the guidelines for corporate law reform in South Africa. Most critics believe that the new Companies Act is long overdue and will contribute to South Africa’s economic growth and align us with international standards and practices. The aim of this research report is to educate directors and potential directors on the most significant changes brought by the new Act and the responsibilities and liabilities of directors as set out in The King II Report.
AFRIKAANSE OPSOMMING: Volgens die King II Report is die fondasie vir moderne korporasies gedurende die 19de eeu gelê – die eeu van die entrepreneur. Die 20ste eeu het die eeu van bestuur geword, terwyl die 21ste eeu beloof om ‘n eeu van beheer te wees soos wat die fokus verskuif na die geldigheid en die effektiewe beheer van mag oor korporatiewe entiteite wêreldwyd. Suid-Afrika het ‘n lang pad gestap sedert die Maatskappye-hervormingsprojek formeel geloods is in 2004 met publikasie van die Departement van Handel en Nywerheid se riglyne oor korporatiewe regshervorming in Suid-Afrika. Die nuwe Maatskappye wet is lankverwag en meeste kritici glo dat dit sal bydra tot ekonomiese groei in Suid-Afrika en Suid-Afrika in lyn sal plaas met internasionale standaarde en praktyke. Die doel van hierdie navorsingsverslag is om direkteure en potensiele direkteure in te lig omtrent die mees noemenswaardige veranderinge wat deur die nuwe Maatskappye wet daargestel sal word asook die verantwoordelikhede en aanspreeklikheid van direkteure soos uiteengesit in die King II Report.

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. .

Thesis (MBA (Business Management))--University of Stellenbosch, 2008.
ENGLISH SUMMARY: During the period of change in South Africa in the year of the first democratic elections, 1994, the first King Report on Corporate Governance appeared. For the first time in South Africa, companies had a good reference for corporate practice and conduct. A second King report, commonly referred to as King II, appeared in March 2002 and expanded on the earlier Code to produce, what was considered at the time to be, a world-class code of corporate governance. In addition to the acceptance and incorporation of King II into corporate governance practice, the JSE included compliance with the King Code as part of its listing requirements. The code itself is not an enforceable set of rules, but rather guidelines to assist companies in implementing principles of good governance. In similar vein, the JSE has given companies the flexibility to justify non-compliance. This underscores the socalled comply or explain philosophy to which corporate governance in South Africa subscribes. Studies have found the level of corporate governance in South Africa to be high, especially for an emerging market. Compliance with corporate governance principles and transparency go hand in hand. In a comply or explain regime, where the regulation is considered to be done by the market, disclosure of compliance is especially important. The goal of this research project was to conduct a survey of the top listed South African companies to ascertain what the level of disclosure of corporate governance was, with specific reference to the recommendations contained in the King Code. For the purposes of this study, the top companies were defined as the FTSE/JSE Top 40 Index companies. The supposition was that most companies, having been confronted with the King Code for almost six years, would be compliant to a large degree and will disclose their compliance. This was expected to be more evident amongst top companies who have the resources and influence to effect changes sooner and take the lead on high profile issues. The study confirmed the supposition that companies, at least in the sample, were highly compliant. There were however some areas where improvements can be made to be more in line with global best practices.
AFRIKAANSE OPSOMMING: Gedurende die periode van vernuwing in Suid-Afrika en die jaar van die eerste demokratiese verkiesing, 1994, het die eerste King verslag op korporatiewe bestuur verskyn. Vir die eerste keer het maatskappye in Suid-Afrika ‘n goeie verwysing gehad in die bepaling van hul korporatiewe bestuurspraktyke en gedrag. ‘n Tweede King verslag, alombekend as King II, het in Maart 2002 verskyn en op die eerste verslag uitgebou om ‘n kode te voorskyn te bring wat ten tyde van publisering as wêreldklas bestempel is. Bo en behalwe die aanvaarding en toepassing van King II in die korporatiewe bestuurspraktyk, het die JSE ook nakoming van die Kode as deel van die noterings vereistes ingesluit. Die King Kode opsigself is nie ‘n afdwingbare stel reëls nie, maar eerder riglyne wat maatskappy bystaan in die implementering van beginsels van goeie bestuur. In ‘n soortgelyke manier gee die JSE ook aan maatskappye die buigsaamheid om gevalle van nie-nakoming te regverdig en verdedig. Dit onderskryf die sogenaamde voldoen of verduidelik filosofie wat korporatiewe bestuur in Suid Afrika aan gehoor gee. Studies het gevind dat die vlak van korporatiewe bestuursgedrag in Suid-Afrika hoog is, veral vir ‘n ontluikende mark. Nakoming met korporatiewe bestuurgedragskodes en deursigtigheid gaan hand aan hand. In ‘n voldoen of verduidelik regime, waar die mark geag word om te reguleer, is openbaarmaking van korporatiewe bestuursgedrag van kardinale belang. Die doel van hierdie navorsingsprojek was om ‘n peiling te maak van die voorste Suid-Afrikaanse maatskappye om te bepaal wat die vlak van openbaarmaking in terme van korporatiewe bestuursgedrag was, met spesifieke verwysing na die King Kode. Vir die doeleindes van die studie is die voorste maatskappye gedefiniëer as die FTSE/JSE Top 40 Indeks. Die veronderstelling was dat meeste maatskappye, gegewe die feit dat die Kode al ses jaar in omgang is, tot ‘n groot mate aan die Kode sal voldoen en inligting rakende die voldoening openbaar maak. Dit is ook verwag dat dit veral die geval onder die voorste maatskappye sou wees aangesien hulle oor die hulpbronne en invloed beskik om veranderinge vroeër teweeg te bring en leierskap te neem met hoë profiel kwesssies. Die studie het die veronderstelling korrek bewys dat maatskappye, ten minste in die geval van die ingeslote groep, ‘n hoë vlak van voldoening en openbaarmaking ten toon stel. Daar is egter nogtans areas waar verbeterings gedoen kan word om meer in lyn met internasionale beste praktyke te kom.

Thesis (MBA)--Stellenbosch University, 2003.
ENGLISH ABSTRACT: The main problem area this dissertation studied is whether there is a place for the social audit in corporate governance, or if it is only used as a marketing tool by organisations to positively influence public opinion in this era where public opinion heavily influences an organisation's bottom line profits. The King II report proposes that all JSE listed companies include nonfinancial issues in their statutory reports. Many companies do not use the process of social responsibility reporting merely to give back what they had previously taken from society, or to ensure their continued existence in the years to come (sustainability) as part of good corporate governance, they use this as a tool to manage their reputation - a marketing ploy. The real issue where the big question lies is: does CSR contribute to good corporate governance and therefore add value, or is it used as a risk management (reputation) tool by most companies? The social report of British American Tobacco South Africa (BATSA) was chosen as a case study to investigate this hypothesis. The King II report brings corporate governance into the sphere of the social audit report - in that companies must render an account! report if they are accountable to their stakeholders. In terms of good corporate governance, stakeholders need to be taken into account and a social audit needs to be done to report to them on it. A new governance theory has therefore developed with the central concept being that of sustainability (the triple bottom line): financial, envirorunental and social survival of a company and the reporting thereon. The umbrella term is corporate governance and everything that goes with it: CSR, stakeholder inclusivity and the social audit. In all of these, stakeholding (or stakeholder theory) is the central concept - to create value. The social audit is a tool or process of good corporate governance that uses a stakeholder approach to gain information that is later used and embedded in company principles and processes. An internal audit will provide assurance to the organisation as to the quality of its social and ethical accounting/auditing and reporting process, as well as to the organisation's social and ethical performance. It also provides the necessary support to the process of external audit. The external audit process and report provide assurance to the organisation and its stakeholders of the quality of the social and ethical accounting/auditing and reporting process and build credibility in the reporting of the organisation's social and ethical performance. This credibility is needed as a basis of effective engagement with the organisation's stakeholders, and of a common understanding of the organisation's performance. It must establish methods for producing knowledge with application to corporate governance and strategizing. This dissertation comes to the conclusion that the social audit is not a new fonn of marketing; there is a direct link between good corporate governance and the reporting thereon. Although there is always the possibility that there might be a little bit of PR involved in the publishing of a social audit, the process is not only very expensive, but the buy-in from the company as a whole is needed. It does impact on the reputation of a company and on the corporate affairs and governance thereof. So, if a company continues with this exercise, with the sole intention to use it as reputation marketing, should this becomes known the effect might be disastrous. The other side of the argument is that for a company to manage its reputation is definitely part of risk management. Risk management can be seen as the flipside of the coin to perfonnance management - the effect should be the same. How performance is managed is often similar to the way in which risk is managed. It is therefore not true that the social audit is "wellpublicised window-dressing" (Henderson, 2001: 5). On the contrary the social audit is essential to good corporate governance; it is up to the leadership of a company to use it as such.
AFRIKAANSE OPSOMMING: Die kern probleemgebied wat in die verhandeling bestudeer is, is of daar plek is vir die maatskaplike audit in korporatiewe bestuur, en of organisasies dit net gebruik as 'n bemarkingstrategie om die openbare mening positief te beinvloed in die era waar die openbare mening 'n groot invloed het op 'n organisasie se wins. Die King II-verslag stel voor dat alIe JSE-gelyste maatskappye nie-finansiele kwessies by huI statutere verslae insluit. Talle maatskappye gebruik nie die proses van maatskaplike verantwoordelikheid net om terug te gee wat hulle voorheen uit die samelewing geneem het nie, of om as deel van goeie korporatiewe bestuur hul voortgesette bestaan in die komende jare (volhoubaarheid) te verseker nie. Hulle gebruik dit as 'n manier om hul reputasie te bestuur - 'n bemarkingstrategie. Die kwessie waar die groot vraag Iê, is: dra korporatiewe maatskaplike verantwoordelikheid by tot goeie korporatiewe bestuur en voeg dit derhalwe waarde by, of gebruik die meeste rnaatskappye dit as 'n middel tot risikobestuur ter wille van hul reputasie? Die maatskaplike verslag van British American Tobacco South Africa (BATSA) is gekies as 'n gevallestudie om die hipotese te ondersoek. Die King II-verslag bring korporatiewe bestuur binne die sfeer van die maatskaplike ouditverslag met die dat maatskappye 'n verslag moet lewer as hulle verantwoordbaar teenoor hul belanghebbendes is. lngevolge goeie korporatiewe bestuur moet belanghebbendes in ag geneem word en moet 'n maatskaplike oudit gedoen word om aan hulle daaroor verslag te doen. 'n Nuwe bestuursteorie het derhalwe ontwikkel waarvan die kernkonsep volhoubaarheid (die driedubbele winsbasis) is: die finansiele, maatskaplike en omgewingsoorlewing van 'n maatskappy en verslagdoening daaroor. Die sambreelterm is korporatiewe bestuur en alles wat daarmee saamgaan: korporatiewe maatskaplike verantwoordelikheid, die insluiting van belanghebbendes en die maatskaplike oudit. Met al die aspekte is die belanghebberteorie die kernkonsep - om waarde te skep. Die maatskaplike audit is 'n werktuig of proses van goeie korporatiewe bestuur wat 'n belanghebberbenadering gebruik om inligting in te win wat later gebruik en in die maatskappy se beleid en prosesse vasgele word. 'n Interne oudit gee die maatskappy sekerheid oor die gehalte van sy maatskaplike en etiese oudit- en verslagdoeningproses, asook die organisasie se maatskaplike en etiese funksionering. Dit verskaf ook die nodige steun aan die proses van eksterne ouditering. Die eksterne ouditproses en -verslag verskaf sekerheid aan die organisasie en sy belanghebbendes oor die gehalte van die maatskaplike en etiese oudit- en verslagdoeningproses en bou geloofwaardigheid in die verslagdoening van die organisasie se maatskaplike en etiese funksionering. Die geloofwaardigheid word benodig vir die organisasie se belanghebbendes, en 'n gemeenskaplike begrip van die organisasie se prestasie. Dit moet metodes om kennis te produseer vestig wat van toepassing sal wees op korporatiewe bestuur en strategie-bepaling. Die verhandeling kom tot die gevolgtrekking dat die maatskaplike oudit nie 'n nuwe vorm van bemarking is nie - daar is 'n regstreekse verband tussen goeie korporatiewe bestuur en verslagdoening daaroor. Hoewel daar altyd die moontlikheid is dat 'n bietjie skakelwerk betrokke kan wees by die publisering van 'n maatskaplike oudit, is die proses nie net baie duur nie, maar word die betrokkenheid en steun van die maatskappy as geheel benodig. Dit het 'n invloed op die reputasie van 'n maatskappy, asook die korporatiewe sake en die bestuur daarvan. Dus, as 'n maatskappy met die oefening voortgaan met die enigste doelwit om dit as reputasiebemarking te gebruik en dit word bekend, kan die resultaat rampspoedig wees. Die ander kant van die argument is dat die bestuur van sy reputasie vir 'n maatskappy beslis deel van risikobestuur is. Risikobestuur kan beskou word as die een kant van die muntstuk met prestasiebestuur aan die ander kant - die uitwerking behoort dieselfde te wees. Hoe prestasie bestuur word, is dikwels dieselfde as die manier waarop risiko bestuur word. Dit is dus nie waar dat die maatskaplike oudit "goed gepubliseerde vensterversiering" (Henderson, 200 I: 5) is nie. Inteendeel, die maatskaplike oudit is noodsaaklik vir goeie korporatiewe bestuur, en dit hang van die leierskap van 'n maatskappy af om dit as sulks te gebruik.

Thesis (MBA (Business Management))--University of Stellenbosch, 2007.
ENGLISH ABSTRACT: Corporate governance in South Africa was institutionalised by the publication of the King Report on Corporate Governance in 1994. The King Reports were set up to ensure transparency and accountability within companies. The second King Report on corporate governance for South Africa was released in 2002 and compliance with certain aspects of the report made compulsory as a listing requirement for companies trading on the Johannesburg Stock Exchange in 2003. These requirements adopt an approach of comply or explain, and companies have to report on whether they comply with the recommendations of the second King report, or have to explain the reason for such non-compliance. In 2004 the Johannesburg Stock Exchange launched the SRI Index with the aim to facilitate investment in such companies that have adopted the triple bottom line approach to reporting. The Global Reporting Initiative (GRI) develops and disseminates globally applicable sustainability reporting guidelines which provide a framework for reporting on an organisation’s economic, environmental, and social performance. The first draft guidelines of the GRI were released in 1999 and updated in 2002. The third generation (3G) of the reporting guidelines were released in October 2006. The focus of this research project was to conduct a survey on all companies that are listed on the Johannesburg Stock Exchange All Share Index as well as the companies listed on the JSE SRI Index, with the aim of giving some insight into the development of corporate governance and sustainability reporting applied by South African companies. The findings of the 2006 study were compared to the findings of a similar study on compliance on integrated sustainability reporting done in 2004, and trends were identified, analysed and discussed. Specific focus was placed on the reporting on issues of climate change, biodiversity and compliance with applicable sector charters. The 2006 survey established that overall reporting on sustainability and governance issues has improved, that companies are publishing additional detail on the implementation of BEE and transformation policies and that corporate governance and ethical compliance have been entrenched in the companies’ corporate culture. Environmental management is the matter that was least reported on.
AFRIKAANSE OPSOMMING: Korporatiewe bestuur in Suid Afrika was geinstitusionaliseer deur die publikasie van die King Verslag oor Korporatiewe Bestuur in 1994. Die King Verslag was ontwikkel om deursigtigheid en aanspreeklikheid in maatskappye te verseker. Die tweede Verslag oor Korporatiewe Bestuur in Suid Afrika was vrygestel in 2002 met sekere aspekte van die verslag wat verpligtend is as ’n maatskappy wil noteer op die Johannesburgse Effektebeurs. Die verslag vereis van maatskappye om ’n standpunt in te neem van voldoening of verduideliking. Die maatskappy moet ’n verslag inlewer om redes te verskaf hoekom hulle voldoen aan die regulasies, of verduidelik hoekom hulle nie aan die regulasies van die tweede King Verslag voldoen het nie. In 2004 het die Johannesburgse Effektebeurs die SRI Indeks bekend gestel met die doel van fasilitasie vir beleggings in maatskappye wat die ’triple bottom line’ standpunt aanwend. Die ’Global Reporting Initiative’ ontwikkel en versprei globale riglyne vir ’triple bottom line’ verslagdoening – dit verskaf 'n raamwerk vir verslagdoening van ’n organisasie se ekonomiese, omgewings en sosiale optrede. Die eerste stel riglyne is vrygestel in 1999 en aangepas in 2002. Die derde generasie van die riglyne is vrygestel in Oktober 2006. Die fokus van die navorsing was alle maatskappye wat op die JSE All Share Indeks geregistreer is asook die maatskappye wat deel vorm van die JSE SRI Indeks, met die doel om insig te gee in die ontwikkeling van korporatiewe maatreëls en verslagdoening wat toegepas word deur Suid Afrikaanse maatskappye. Die resultate van die 2006 studie is vergelyk met resultate van ’n soortgelyke studie in 2004. Spesifieke fokus was geplaas op verslagdoening oor sake met betrekking tot klimaatsverandering, biodiversiteit en voldoening met toepaslike sektor verslae. Die 2006 ondersoek het bevind dat algehele verslagdoening verbeter het; dat maatskappye verdere inligting beskikbaar stel oor die implementasie van swart ekonomiese bemagtiging, transformasie beleid en korporatiewe bestuur; en dat etiese voldoening ge-integreer was in die maatskapy se korporatiewe kultuur.

Thesis (MPhil)--Stellenbosch University, 2005.
ENGLISH ABSTRACT: Metropolitan Holdings Limited is a life insurance and investment company with a well-recognised brand, operating in a competitive environment. The Metropolitan Doyle model that the company developed in the 1980s was the first of its kind and is used to predict the course and impact of the HIV/AIDS pandemic. Metropolitan has since been actively engaged in developing insurance products, designed to take HIV/AIDS into account. It has, moreover been active in advocating action on a wide range of issue relating to the disease, not least through its RedRibbon website, the publication of the respected journal, AIDS Analysis Africa, and through various community initiatives, particularly involving HIV/AIDS education. The company’s external work on the issue of HIV/AIDS is therefore well recognised. Although it has had an internal programme for several years, it has only seriously addressed the HIV/AIDS in the workplace since 2003 and in so doing, has not found the necessity of using any existing models of best practice. This case study examines the guidelines of a comprehensive HIV/AIDS programme, as set out by the Global Business Coalition on HIV/AIDS, with a view to finding out whether and to what extent a company such as Metropolitan might have implemented its recommendations and what impact it might have in the fight against HIV/AIDS in the workplace. The case study further examines the likely impact of the King II recommendations relating to the disclosure requirements on HIV/AIDS (in conjunction with the Global Reporting Initiative Guidelines) with a view to assessing whether these can enable a company such as Metropolitan, to have regard to the impact of the disease on the sustainability of their business and the steps that might be taken to mitigate the impact.
AFRIKAANSE OPSOMMING: Metropolitan Holdings Beperk is ‘n lewensversekerings – en beleggingsmaatskappy, met ‘n alombekende handelsmerk, wat in ‘n kompeterende omgewing funksioneer. Die Metropolitan-Doyle model wat deur die maatskappy in die 1980’s ontwikkel is, was die eerste in sy soort, en word gebruik om die verloop en impak van die MIV/VIGS pandemie te voorspel. Metropolitan is sedertdien aktief betrokke in die ontwikkeling van versekeringsprodukte, was spesifiek ook MIV/VIGS as oogmerk het. Die maatskappy is boonop besig om betrokkenheid oor ‘n wye spektrum van uitkomste verwant aan die siekte te propageer, veral deur die RedRibbonwebtuiste, die publikasie van die hoogaangeskrewe joernaal, AIDS Analysis Africa, en deur verskeie gemeenskapsinisiatiewe wat spesifiek die opvoeding aangaande MIV/VIGS insluit. Die maatskappy se eksterne werk op die aangeleentheid van MIV/VIGS word dus wyd erken. Alhoewel dit ook al verskeie jare oor ‘n interne program beskik, is dit eers sedert 2003 dat MIV/VIGS in die werkplek ernstig aangespreek word. Deur dit so te doen, is daar nie die nodigheid gesien om enige bestaande modelle wat die beste werk, te gebruik nie. Hierdie gevallestudie ondersoek die riglyne van ‘n omvattende MIV/VIGS program, soos uiteengesit deur die Global Business Coalition oor MIV/VIGS, met die oogmerk om uit te vind tot watter mate ‘n maatskappy soos Metropolitan sy aanbevelings mag implementeer en watter impak dit mag hê op die bestryding van MIV/VIGS in die werkplek. Die gevallestudie ondersoek verder die waarskynlike impak van die King IIaanbevelings rakende die openbaarmakende vereistes oor MIV/VIGS (in samehang met die Global Reporting Initiative Riglyne) met die oogmerk om te bepaal of bogenoemde ‘n maatskappy soos Metropolitan in staat kan stel om geleentheid te hê tot die impak van die siekte op die volhoubaarheid van hul besigheid en die stappe wat geneem mag word om die impak te beheer.

The main objective of this thesis is to investigate corporate governance practices in South Africa listed companies. Specifically, the thesis strives to achieve the following objectives. First, it investigates the extent of compliance with the best corporate governance practices as recommended by the King Committee on Corporate Governance prior to and post 2002 in order to understand whether there is improvement in corporate practices. Second the thesis investigates whether compliance with the best corporate governance practices are related to ethnicity of board structures (in particular Board Chairman, Board Dominance and Chief Executive Officer/Managing Director) and other factors such as company characteristics, market and performance related variables. Third it investigates the views/opinions of key stakeholders [e.g. regulators, King Code Commissioners, companies and institutional investors] regarding the state of corporate governance in SA and its influence in the Southern African Development Community (SADC) region. The findings from regression results indicate that compliance with the King Code increased substantially between 2002 and 2008. The results also indicate that compliance is high for accounting and auditing and boards and directors issues and lowest for integrated sustainability reporting issues. The findings also indicate that ethnicity influences corporate compliance with best practice governance principles such as the King Code, as per prediction. Compliance was also found to be high for large firms, firms with multiple listings in other stock exchanges and firms audited by Big 4 audit firms. Finally, the findings from the views of key stakeholders indicate that the Code has indeed improved corporate governance standards in South Africa, is suitable for the country because of its consideration of local circumstances and influences corporate practice in the SADC region.

Thesis (MBA)--University of Stellenbosch, 2010.
The introduction of King III has resulted in many changes to corporate governance practices. The changes inevitably have implications and challenges for organisations. If the changes introduced by King III as well as the implications and challenges are not well understood, implementing King III could be a very challenging exercise. This research report outlines the key differences between King III and King II. The research report also highlights the major implications and challenges of implementing the King III principles. In addition, those aspects of King III that are covered in the new Companies Act have also been outlined. In analysing the changes between King II and King III, and the implications and challenges of King III‟s principles and recommendations, the author followed the layout of the chapters in King III, namely ethical leadership and corporate citizenship, boards and directors, audit committees, the governance of risk, the governance of information technology, compliance with laws, codes, rules and standards, internal audit, governing stakeholder relationships and integrated reporting. The differences between King III and King II were analysed through a study and comparison of the King III and King II Reports. The implications and challenges were analysed through reading literature on King III and corporate governance in general. Aspects of King III covered in the Companies Act were analysed through a study of King III and the Companies Act. The author analysed the differences, implications and challenges of both the principles and the recommended practice in the King Reports. No distinction was made between principles and recommended practices. The main changes introduced by King III relate to the composition and role of the board, the board committees and the new topic on IT governance and the need to publish an integrated report. Though discussed in different chapters, King III has emphasised the link and interplay between ethics, corporate social responsibility, governing stakeholder relationships and integrated reporting. In addition to the above, the most contentious change is probably the applicability of King III to all entities regardless of form of incorporation. King III has also attempted to bring about a physiological change in the way companies perceive King III by changing the “comply or explain” concept to the “apply or explain concept”. The direct implications and challenges brought about by King III relate to the time, efforts and costs needed to implement the various King III principles and recommendations. King III could also result in an increase in the size or diversity of the board, and companies are likely to find it challenging to get qualified people to fill directorship posts. Integrated reporting is going to change the way companies view corporate social responsibility and the way they report non-financial information to stakeholders. Despite the challenges, there is no doubt that King III goes a long way to ensure that South Africa‟s corporate governance system is at par with the rest of the world.

Thesis (MBA (Business Management))--Stellenbosch University, 2008.
ENGLISH ABSTRACT: Corporate governance presents the researcher and the theorist alike, with a rich vein of potential subject matter. This spans a massive scope of issues, ranging from feminist concerns to direct litigious anomalies during the multinational implementation of specific governance measures. Located towards the centre of this spectrum is the formulation of new governance policies, as informed by both theoretical foundations and real world experience. It is at this midway point that the South African governance debate currently finds itself, with the third edition of the King Report on Corporate Governance set for launch in the coming months. The report and the associated code will form the basis for all governance and related oversight mechanisms in South Africa for the foreseeable future. As such, the third report will have to organically grow out of the current structure, the lessons learnt from the current dispensation and the governing theoretical positions. All of these will also have to be done with reference to the new companies act. The research report is specifically targeted at assisting in the process of learning from the current dispensation, before it is replaced by the new. The learning process has as its central tool a formal questionnaire, which was developed and administered by the IOD and KPMG, with all analysis presented herein performed by the author of this research report. The analysis conducted aims to determine how respondents at different types of companies and in different functions, view corporate governance and specifically the current dispensation in South Africa. This is done by dividing respondents into 10 groupings and determining the percentage of respondents from each group, who responded in a certain manner to each question on the questionnaire. Thereafter a statistical analysis technique is employed to determine whether or not any differences found are meaningful and if so, what can be inferred from these differences. Finally, this study is intended to provide a baseline for future studies, which will then be in a position to more accurately measure shifts in attitude and implementation after the publication of the third King Report.
AFRIKAANSE OPSOMMING: Korporatiewe bestuur, hetsy van ‘n suiwer teoreties of ‘n toepassingsoogpunt, bied aan die navorser ‘n magdom van moontlike onderwerpe. Dit sluit bykans enige denkbare invalshoek of fokus area in, van die feminisme tot regskwessies rondom die multinasionale implementering van ‘n enkele kode of beginsel. Midde in hierdie wye veld is daar ook areas wat na beide die teoretiese en praktiese verwys, waarvan die ontwikkeling en opdatering van korporatiewe bestuurskodes ‘n sprekende voorbeeld is. Dit is dan juis ook op hierdie punt waar die debat rondom korporatiewe bestuur in Suid-Afrika sigself tans bevind, met die derde King Verslag op Korporatiewe Bestuur wat binne die volgende paar maande verwag word. Die belang van hierdie verslag lê daarin dat dit, asook die meegaande riglyne, die basis sal vorm van korporatiewe bestuur in Suid-Afrika vir die afsienbare toekoms. Om volwaardig in hierdie kapasiteit te kan funksioneer, sal die nuwe verslag organies moet groei uit die huidige verslag, ervaring in die praktyk en ook die heersende teoretiese posisies. Die ontwikkeling moet dan ook verder tred hou met die nuwe maatskappye wet, wat tans ontwikkel word. Die navorsingsverslag wat hierin voorgelê word, is daarop geteiken om uit die huidige sisteem, spesifiek die tweede King Verslag en meegaande riglyne, te leer alvorens dit vervang word deur die derde King verslag. Die taak is moontlik gemaak deur die gebruik van ‘n vraelys saamgestel en gesirkuleer deur die IOD en KPMG, alhoewel al die analise hier voorgelê deur die outeur van hierdie verslag gedoen is. Die genoemde analise se sentrale fokus is om te bepaal hoe respondente uit verskillende maatskappye en beroepe, korporatiewe bestuur in Suid-Afrika sien, met spesifieke verwysing na die tweede King verslag. Verskille tussen die respondente, wat in 10 groepe ingedeel is, is dan ook statisties geanaliseer om te bepaal of enige verskille tussen die groepe statisties beduidend is en indien wel, wat daaruit afgelei kan word. Laastens is die studie ook opgestel om ‘n basis daar te stel vir toekomstige vergelykende studies, wat sal volg na die uitreiking en implementering van die derde King verslag en riglyne.

Thesis submitted in partial fulfilment of the requirements for the degree Master of Technology: Business Administration in Project Management in the Faculty of Business at the Cape Peninsula University of Technology 2013
Good governance has been and is a growing phenomenon for almost all business organisations regardless of size, profit margins and purpose for existence. Government, quasi-government, non-governmental organisations and even civic organisations have adopted a project-based approach to business. The City of Cape Town Metropolitan Municipality is one such organisation that had adopted a project-based approach to business. The challenge was how to effectively and efficiently implement governance issues around projects and business organisations. Most organisations can easily be misled if issues of governance are not clearly defined and followed. A project-based approach helps in defining the resources needed at specific times, the time required for a specific task and the cost of a specific operation. In a multi-project environment (programme) resources are shared in a well-defined manner. The City of Cape Town Metropolitan Municipality has a huge responsibility in terms of successfully initiating, planning and implementing projects successfully. The magnitude and the dynamic complexities of their operation call for proper governance structures to be established within any municipality if service delivery is the main objective. Managing complex and mega projects calls for certain leadership traits. A fusion of these traits at different management levels will be critical for effective delivery of services to the electorate. Models and plans need to be in place as guidance to successful implementation of projects. A number of people, committees and institutions have developed different governance frameworks that can be adopted by organisations as a guide to good governance. This research is based on King III guide to good governance. Challenges experienced by other Municipalities and business organisations e.g. Nelson Mandela Municipality, Eastern Cape Education Department, Transnet, LeisureNet, Limpopo Provincial government and many others, directly relate to poor governance. This therefore calls for the investigation of the Corporate Services directorate in the City of Cape Town Metropolitan Municipality to establish the level of compliance with what King III had recommended as a framework for good governance. The City of Cape Town Metropolitan Municipality has different general governance frameworks in place. However they do not use them effectively because of different issues identified by the researcher. The major challenges facing the City of Cape Town Metropolitan Municipality are effective governance communication and lack of training in the practice of good governance. There were serious discrepancies when it comes to understanding and interpreting governance issues within the different levels of management. It is expected that an organisation like the City of Cape Town Metropolitan Municipality should have proper communication channels and effective training programmes. The researcher also found that information is not readily available to people who need it most yet the expectation is that information be readily available.

Stakeholder’s levels of trust and confidence in a company’s operational efficiency and leadership have been influenced negatively by some scandals in the last two decades. This creates a need for governance and transparency, through which corporate governance and social responsibility issues can get more attention from researchers, business and governmental and non-governmental bodies. Corporate governance and corporate social responsibility have also developed to a greater extent in the last decade because of financial crises, corporate scandals and globalization. More specifically, since the early 1990s, corporate governance has received the global attention and consideration in business organizations, financial institutions and governmental agencies required to potentially secure shareholder and stakeholder value. Furthermore, the need for corporate governance has become more important for operational efficiency as it could reduce information asymmetry and build investors’ and stakeholders’ confidence. The main aim of this thesis is to determine if corporate governance codes could be standardized based on a comparative study of two corporate governance codes in South Africa and Sweden and their application in the financial institutions of Nedbank and Nordea respectively. This thesis investigates how corporate governance influences business activities and reporting with an emphasis on assessing integrated reporting of social responsibility. This thesis also describes how Governance Metrics (GMI) attributes can measure the effective implementation of corporate governance codes that contribute to the achievement of sustainable business development and the maintenance of a secured relationship with shareholders and stakeholders. The findings of this thesis indicate that it is difficult to reach an agreement and we conclude that corporate governance should not be standardized because countries differ in their legal structure (laws and governing regulations), cultural and traditional background. Consequently, companies that operate within these countries are required to comply with the respective country’s laws, regulations and values; besides the corporate governance codes. As to stakeholder’s engagement, both Nedbank and Nordea have steady corporate values with clear focus on stakeholder value by providing the best services and social responsibility activities. The Nedbank and Nordea Board of Directors have shown greater accountability in the management of risk and their compliance with corporate governance codes regarding the Governance Metrics (GMI) attributes. To summarize, the managerial implication of the thesis is that companies within the same line of industry should see and use corporate governance code practices and reporting standards and adopt some of the codes, which can fit their own context.

In this thesis I investigate the impact of outside directors experience on company value. I do so by looking at a clear event, company delistings in the time period 2003 to 2011 in South Africa, a country with arguably imperfect institutions. Based on qualitative and quantitative research I am able to establish that director experience is indeed associated with company value. The qualitative analysis is based on semi-structured interviews with over 30 highly experienced, independent non-executive directors who have/had seats on over 150 South African listed company boards. Their responses confirm resource theory dependency and provide information on the nature of experience, its relevance during delisting and under other circumstances, as well as insight into the type of experience lacking on boards in corporate South Africa. The results of this research can be of practical use to nomination committees and has implications for future South African governance code reforms and/or guidelines.

A Research Report Submitted to the Faculty of Commerce University of the Witwatersrand, Johannesburg in partial fulfilment of the requirements for the degree of Mastel of Commerce Johannesburg 1995
The King Report released in South Africa in 1994 has the potential to revolutionise the country's existing form of Corporate Governance. The objective of the report is to improve the system by which companies in South Africa are directed and controlled (King Report, 1994:1). This objective encompasses decreasing the risk of management fraud within entities. The question which this research report addresses is whether a reduction in the risk of management irregularities in an organisation can be achieved through adherence to the King Report's proposals. To obtain this answer a South African company which experienced significant management frauds was selected for examination as a case study, and a determination was made as to whether the proposals of the King Report, had they been implemented, could have prevented the irregularities which occurred in the organisation. The finding of the research is that diligent compliance with the King Report's recommendations can assist significantly ill both preventing and detecting management fraud, but is unlikely to prevent all management irregularities within an organisatlon

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.

This thesis formulates and argues for a composite conceptual framework of ethics for strategic and sustainable corporate benevolence as a means of addressing HIV/AIDS in South Africa. The template consists of the following theoretical elements: modern virtue ethics, contemporary Western communitarian ethics, the African philosophy of Ubuntu and a feminist ethic of care. This template is applied to relevant pragmatic ends through the proposition that the King I I Report - as it explicitly advocates a universally communitarian and essentially African code of ethics for a business response to HIV/AIDS - offers a viable and valuable model to both understand and transcend the tensions between profits and caring in the post-apartheid era of the South African experience of the pandemic. Specific features of the thesis include contextual perspectives on the ethical variances of HIV/AIDS stigma and behaviour change, cached as the thought-form of " I and We" as opposed to "Us and Them", and the psycho-social linguistics of re-interpreting "the wounded other" as "the wounded us". This is drawn together conceptually in discussion around the individual in and of, rather than as opposed to, the community, stressing how the impact of the HIV/AIDS pandemic is compelling our society to integrate this reverence into our disposition and conduct. In the spirit of this Afro-European communitarian ethic, and to apply this postulated theory for a concrete social morality in the wake of HIV/AIDS, the thesis argues that there is an ethical role for businesses in restoring the balance between nurturing and selfinterest - an equilibrium that is essential for both human expression and human survival. This involves underscoring the elderly and young women, as well as children, who head households and care for orphans of AIDS in circumstances of great vulnerability, (particularly the nation-wide body of informally organised volunteer home-based caregivers), as target beneficiaries for a gravely urgent and massive empowerment effort by the business sector.
Thesis (M.A.)-University of KwaZulu-Natal, Pietermaritzburg, 2005.

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)

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

As stakeholders start holding companies accountable for the non-financial impacts of their operations, it is increasingly recognised that the parties to whom companies are accountable extends beyond shareholders to include other stakeholders as well. Around the world, companies are responding to stakeholder demands by voluntarily reporting on their corporate social responsibility (CSR) performance. Unscrupulous companies may however, be tempted to use green-wash to make false claims relating to their CSR performance in order to reap the associated benefits. This information risk may be ameliorated through the independent assurance of CSR disclosures, enhancing the confidence of stakeholders in its veracity. Reporting companies usually voluntarily obtain independent assurance on their CSR performance. However, in South Africa, independent CSR assurance is a regulatory requirement for all JSE-listed companies, albeit on an ‘apply or explain’ basis. This thesis, which utilises a mixed methods research approach incorporating both qualitative and quantitative components, seeks to identify and understand the characteristics of the emerging independent CSR assurance phenomenon. In this regard, the empirical component of the study was conducted in three phases: in the first phase companies’ CSR disclosures and assurance reports are examined; in the second phase survey responses from companies are reviewed; and in the third phase interviews with CSR assurors are analysed. In this thesis, the extent to which companies provide independent assurance on their CSR disclosures is established; the providers of independent CSR assurance are identified; the reasons that companies select certain CSR assurance providers are explored; the reasons that companies provide independent assurance on their CSR disclosures are determined; the CSR assurance practices of the various CSR assurors are reviewed and compared; and the primary standards and/or frameworks used in CSR assurance engagements are identified. A conclusion is reached that although independent CSR assurance is a de facto mandatory requirement for JSE-listed companies, only 26% of the companies had their CSR disclosures independently assured. Despite its de facto mandatory nature, the study found that South African CSR assurance practices remain largely unregulated, resulting in a diversity of CSR assurors; utilising various assurance approaches, standards and practices. In this thesis, it is argued that these inconsistencies undermine the purpose of CSR assurance and reduce stakeholder confidence. It is accordingly proposed that the identified deficiencies could be addressed through the regulation of CSR reporting and assurance. An oversight/regulatory body should be established to prescribe the competencies that CSR assurors should possess; to develop appropriate CSR assurance engagement standards; and to clearly articulate the scope that CSR assurance engagements should cover; with which all CSR assurors should comply.
Auditing
D. Com. (Auditing)

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)

M.Com., Facultyof Commerce, Law and Management, University of the Witwatersrand, 2011
Following the release of the King III report on Corporate Governance for South Africa in March 2010, South African companies are expected to embrace the concept of integrated reporting in which they are required to report on their strategies, corporate governance, risk management processes, financial performance and sustainability. More importantly, companies need to show how these components of integrated reporting are linked to one another, so that stakeholders can make informed decisions about their current performance as well as their ability to create and sustain value in the future. The purpose of this report by is to determine whether the level of reporting by South African listed companies has improved subsequent to the release of the King III report. The findings of this study reveal improvements in this regard. However, there is still a need for further improvement in the level of reporting by South African listed companies in order to achieve the objective of integrated reporting.

A research report submitted to the Faculty of Commerce, Law and Management, University of the Witwatersrand In partial fulfilment of the requirements for the degree of Master of Commerce, 2017
The success of integrated reporting depends on whether or not corporate South Africa communicates with its stakeholders to gauge their perceptions, allowing for their interests and expectations to drive the content of the reports. This study explores the consistencies between the emphasis placed on certain integrated reporting themes by companies within the financial services sector of the Johannesburg Stock Exchange and the perceived importance of these themes by stakeholders. By analysing the differences in emphasis between companies and respondents, this paper will prove that a perception gap has developed because of a lack of understanding by companies about what information users value. In addition, by experimenting with the sophistication characteristic of respondents, this study will demonstrate that sophistication has an effect on the type of disclosures which users value and the method by which they wish it to be conveyed
GR2018

Public entities are faced with the problem of increasing the interest of stakeholders in their annual reports. The aim of this study was to identify the stakeholders of AISA who use the annual report, to investigate their perceptions of the AISA annual report and to determine whether it is used for decision making or accountability purposes. Data was collected by using questionnaires sent to a representative sample of the stakeholders and minutes of meetings and audio recordings of the interrogation of the annual report by the parliamentary accountability and oversight body over DST. The study found that the AISA stakeholders use the annual report for accountability purposes and not for decision making and it has a small readership as it is read mainly by internal stakeholders. The study recommends that public entities need to do much to inform the stakeholders of the availability of their annual reports.
Business Management
M. Com. (Accounting)

In partial fulfilment of the requirements for the degree of: Masters of Commerce University of the Witwatersrand
In recent years, the call for companies to account for their activities to a wide group of stakeholders has grown. Integrated reporting provides a platform for such stakeholder communication. Recent studies have, however, concluded that integrated reporting is viewed merely as an exercise to be undertaken to ensure compliance. This thesis explores the challenges faced by those charged with the preparation of the integrated report in the South African eco-tourism industry. It adopts a social constructivist ontology and is grounded in an interpretive epistemology. The eco-tourism industry is particularly suited to this study as the notion of sustainability and, more recently, integrated reporting is of great importance in a rapidly growing industry which places significant reliance on natural resources. It is required to deliver economic profits whilst ensuring that the differing needs of a range of stakeholders are met. A theoretical framework of change implementation, based on different mechanisms presented by existing literature, was developed and used in exploring the challenges encountered by a case organisation when preparing its integrated report. A qualitative case study was undertaken in which the role-players in the preparation of the integrated report of the case entity were interviewed, and the minutes of internal meetings and workshops and an external assurance report were reviewed. In this context, this thesis provides further understanding of the challenges faced by organisations in the preparation of an integrated report, providing insight into how preparers are interpreting and applying the guidelines found in the integrated reporting frameworks and codes on corporate governance.
MT2017

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)