Compliance
& Risk
Management
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, Learning Unit 1
Corporate governance:
• A system that controls and directs a company.
• Concerned with the structures and processes directed associated with
management, decision-making and control in the organisation.
• Corporate governance was embodied and regulated by company legislation
and common law.
• Includes the:
o Kings report (sets out the principles, practices and outcomes which
serve as the benchmark).
o Companies Act.
o Requirements of the Johannesburg Stock Exchange (JSE).
Key elements of corporate governance:
• Supervising and monitoring management performance.
• Ensuring accountability of management.
King IV defines corporate governance as:
• The exercise of ethical and effective leadership by the board, towards the
achievement of the following governance outcomes:
o Ethical culture.
o Good performance.
o Effective control.
o Legitimacy.
Stakeholders:
• The owners, employees, creditors and customers which affect an
organisation’s activities.
,View on stakeholders determines approach to governance:
• The corporation’s responsibility in the society involves the corporations'
shareholders, stakeholders, like employees and suppliers.
• Larger corporations’ influences the society as a whole and the general public
can be regarded as a stakeholder.
• The state is also a stakeholder in its role as tax collector and as regulator.
• A stakeholder is a party that has an interest in a company and can either
affect or be affected by the business.
• The relationship between the company and its stakeholders and the extent of
a company’s responsibilities to stakeholders will determine the manner in
which corporate governance is approached.
Two different viewpoints:
• The company exists in order to maximise shareholder wealth.
• The company exists to serve the interest of all parties with which it engages.
View on stakeholders determines approach to governance:
• King IV uses a stakeholder inclusive approach.
• This approach requires the that the board takes account of legitimate and
reasonable needs, interests and expectations of all material stakeholders.
• The best interest of the company must be held.
Responsibility for governance in an organisation:
• Corporate governance focuses on the level of top management.
• Concentrates on the activities of those carrying ultimate responsibility for the
success or failure of the organisation.
Ethical leadership:
• Anticipation of the negative consequences of the organisation’s activities and
outputs on the economy, society and environment.
• Characterised by:
o Integrity.
o Competence.
o Responsibility.
o Accountability.
o Fairness.
o Transparency.
, Effective leadership:
• Being result driven.
• Achieving strategic objectives and positive outcomes.
• Includes internal focus on effective and efficient execution.
Responsibility for governance in an organisation:
• Steer strategic direction with regards to:
o The company’s overall strategy.
o The manner in which specific governance areas are approached.
• Approve policy and planning that give effect to the strategy.
• Oversee and monitor implementation and execution of the strategy by
management.
• Ensure accountability for performance.
Government structures:
• Unitary board.
• Two-tier system.
• South African unitary board system.
Unitary board:
• Concept that a company is a legal entity separate from its owners.
• Single unitary board appointed by its members.
• Shareholders appoint independent auditors to report on fairness of the
presentation of financial statements.
• Appointment of full-time executive director and non-executive director.
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