Gouvernance

Bonjour à toutes et à tous, Vanessa van Coppenhagen et Shivani Naidoo proposent un bilan du Code de gouvernance sud-africain : « The South African King IV Report on Corporate Governance: themes and variations » (janvier 2017).

Extrait :

Inclusivity

One of King IV’s objectives is to broaden its acceptance by making it accessible and fit for implementation across a variety of sectors and organisational types. King IV contains sector supplements in respect of municipalities, non-profit organisations, retirement funds, small and medium enterprises and state-owned organisations, which provide direction and guidance on how to apply the principles and recommended practices in these sectors and organisational types.

As is the case in King III, King IV adopts a stakeholder-inclusive approach, meaning that the governing body should take into consideration the “legitimate and reasonable needs, interests and expectations of all material stakeholders in the execution of its duties in the best interests of the organisation over time”. Stakeholders include shareholders, employees, consumers, the community and the environment. Under this approach, the interests of shareholders and funders, and the interests of other sources of value creation (including social and relationship capital), should be given equal status and should be balanced over time, responding to current circumstances, but always in the best interests of the company in the longer term.

Integrated thinking

King IV has further developed the principles of integrated thinking and integrated reporting seen in King III. Through integrated thinking, an organisation should “take into account the connectivity and interdependence between a range of factors that affect an organisation’s ability to create value over time”. One of King IV’s objectives is to reinforce corporate governance as a holistic and interrelated set of arrangements to be understood and implemented in an integrated way. Integrated thinking underpins:

• the stakeholder inclusive approach, in that the interests of shareholders and stakeholders are interdependent;
• recognition that the organisation and society are interdependent, in that the organisation is a provider/developer of wealth, goods, services, employment and intellectual capital and society provides an operating environment, consumer base and skills;
• recognition that the organisation is a corporate citizen, having responsibilities to its own workplace, the economy, society and the environment; and
• sustainable development, in that the organisation operates in the context of the economy, society and the natural environment and present needs should not compromise the needs of future generations.

Integrated reporting is an outcome of integrated thinking.

À la prochaine…

L’Afrique du Sud l’affirme et l’assume : la primauté actionnariale doit être remise en cause et la gouvernance d’entreprise doit s’ouvrir aux parties prenantes. Dans son dernier rapport de novembre 2016 (King IV Report on Corporate Governance), l’institut des administrateurs de sociétés sud-africaines ne dit pas autre chose !

Vous pourrez lire l’intéressante synthèse suivante : « King: Shareholders not owners of companies » (10 novembre 2016, Fin24 city press).

Shareholders are not the owners of a company – they are just one of the stakeholders, Prof Mervyn King said on Thursday at the 15th BEN-Africa Conference, which took place in Stellenbosch.

« I realised long ago that the primacy of shareholders could not be the basis in the rainbow nation, » said King. The corporate governance theory of shareholder primacy holds that shareholder interests should have first priority relative to all other corporate stakeholders.

He said when he started with his report on corporate governance the issue was that the majority of SA’s citizens were not in the mainstream of the economy. His guidelines on corporate governance, therefore, had to be for people who had never been in that mainstream of society.

The King Reports on Corporate Governance are regarded as ground-breaking guidelines for the governance structures and operation of companies in SA. The first was issued in 1994, the second in 2002, the third in 2009 and the fourth revision was released last week.

À la prochaine…

Ivan Tchotourian

Selon Anne Crothy de Business Day – et sans étonnement -, la rémunération des dirigeants est encore sur la sellette : « Executive pay returns to focus as report shines light on hypocrisy ». Notons qu’en Afrique du Sud, l’introduction d’un Say on pay contraignant est loin de faire l’unanimité selon cet article : « The South African report discourages the introduction of even binding votes, saying South African shareholders first need to have a better understanding of remuneration policies ».

EXECUTIVE directors awarded themselves considerably more than inflation-linked increases in pay during 2015, even as they called on workers to be responsible in their wage demands.

PwC’s latest remuneration report, released on Thursday, showed that executive directors of the largest JSE-listed companies had awarded themselves increases in total guaranteed pay of between 9% and 12%.

The report understates the full extent of the generosity enjoyed by executives, as it does not deal with variable pay, which can boost guaranteed pay between 30% and 200%, and which increased at much higher rates.

À la prochaine…

Ivan Tchotourian