CGF Articles & Editorials
By Terrance M. Booysen and peer reviewed by Jene’ Palmer CA(SA) (CGF Lead Independent Consultant)
A plethora of corporate governance codes has been written across the world, and in spite of their recommendations which inter alia seek to protect stakeholder interests and shareholder value, many governance failures and organisational collapses continue seemingly unabated.
By Terrance M. Booysen and peer reviewed by Jené Palmer CA(SA) (CGF Lead Independent Consultant)
The recent resignations of the CEOs of Eskom and South African Airways have again focussed the spotlight on board performance and effectiveness. Inevitably, the critical question arises: why are these CEOs really leaving? In considering the answer to this question one must include a review of the board’s composition and the extent to which the overall ‘health’ of the board may have influenced any decision to leave or not leave the organisation.
By Terrance M. Booysen (Director: CGF) and peer reviewed by Lucien Caron (Lead Independent Consultant: CGF)
The role of a company secretary is broad and onerous to say the least and, if this post is not occupied by a competent person who has the appropriate knowledge and skills; the consequences can be the cause of significant organisational friction. The requirements and reporting lines of the position -- by their very nature -- give rise to potential conflict situations, and it is for this reason in particular, that the person appointed to the position must have the necessary maturity, experience and independence to properly carry out their duties and responsibilities, while being objective, impartial and independent.
By Terrance M. Booysen and peer reviewed by Professor Michael Katz (Chairman: ENS Africa)
With the media spotlight on the dismal state of governance in some of South Africa’s public and private organisations, as well as many of its state-owned enterprises, there cannot be enough said about the enormous role and duties expected of the directors of an organisation.
By Terrance M. Booysen
While the board attendance fees paid to Non-Executive Directors (‘NEDs’) may be a strong incentive for certain individuals to avail themselves for these boardroom positions, it may be well worth reconsidering the risk and rewards. The onerous duties and responsibilities which are placed on NEDs -- including the demands made by the organisation’s key stakeholders on the board -- significantly increase the liability factor and make the ‘lure’ of the board attendance fees less appealing.
By Terrance M. Booysen and peer reviewed by David Loxton (Partner: Dentons)
Directors and officers of all organisations are facing an increased risk of personal exposure. Their roles and responsibilities have become progressively more onerous in recent years, mainly as a result of new legislation and regulatory requirements, stakeholder pressure and increased governance and social responsibilities, as well as the complexity of trans-continental and macro-economic trading conditions.
By Terrance M. Booysen and reviewed by Andrew Johnston (Director: Corporate Services - Sun International)
As Sir Winston Church famously once said, “There comes into the life of every man a task for which he and he alone is uniquely suited. What a shame if that moment finds him either unwilling or unprepared for that which would become his finest hour.” Undeniably, this axiom would apply when new directors are not properly inducted within the context of their new board environment and the affairs of the organisation.
By Terrance M. Booysen, Lucien Caron and Robert Davies
There is no doubt that directors in South Africa are being scrutinised for their role within organisations ̴ and far more than in previous times. Board and executive decision-making is being challenged in parliament and in court and, at the very least, some directors have suffered significant reputational damage for not being seen to have properly and diligently fulfilled their fiduciary duties.
By Terrance M. Booysen and reviewed by Joanne Matisonn (Head of Corporate Governance: TMF Corporate Services)
It has been said that it is very difficult to accurately describe what exactly defines a good board of directors, and trying to find a scientific formulae for a so-called ‘perfect’ board is improbable. At the inception of the first round of appointing directors on the board, the shareholders will usually have a very good idea of the ideal group of directors which they believe will be best suited and qualified to start and direct the business.
Business presentation by Terrance M. Booysen
As we all know, boards are powerful forces; and through their collective knowledge, skills, experiences and practice, their output is intended to cause positive and sustainable change for companies.