Integrity

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Wishful thinking and reality – ‘The Proposition’

September 11, 2019 By Hans-Martin Buhlmann Leave a Comment

This is about a film – ‘The Proposition’ (its German title – Wunsch und Wirklichkeit – translates as Wishful Thinking and Reality) a true-to-life depiction of the state of Corporate Governance and shareholder AGMs.

Just like the film set in Boston, the founders and shareholders Larry Page and Sergey Brin find themselves in love with partners who are impotent. The co-shareholders possess A, B and C type shares without voting rights and all this (nomen est omen) in a parent company called “Alphabet” a multi-layer concern where never is heard the slogan ‘one share one vote’ so often yelled by activists at corporate governance conventions. Hi-tech concerns like Linkedin and Yelb, or groups such as Comcast and Discovery, or Volkswagen and Facebook all have that in common – grab the shareholders by the purse strings and deny them voting rights.
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Is it time to enforce section 172 of the 2006 Companies Act?

September 11, 2019 By David Doughty Leave a Comment

Labour MP Frank Field, co-author of the 60-page report into the BHS collapse by the parliamentary business, innovation and skills select committee, has raised concerns with Greg Clark, the Business Secretary, about possible gaps in Britain’s corporate governance regime.

After alleging that Sir Philip Green had “plundered” BHS’s pension schemes, he said that the committee’s report highlighted the need for tougher rules to apply to privately owned companies, and for watchdogs to be handed additional powers to enforce them.
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THE RIGHT TO PROTECT YOUR PERSONAL INFORMATION

September 10, 2019 By Terry Booysen Leave a Comment

By Terrance Mark Booysen and reviewed by Nicholas Hall (Associate: Michalsons Attorneys)

Last year there was a flurry of activity when it was reported that a well-known South African cell phone company closed its e-billing portal over an alleged security breach. Considering the potential that their customer’s billing information could have become exposed, the mobile operator was quick to respond. Soon thereafter the company implemented data encryption, together with customer identification login confirmation facilities. Then there was the case of the City of Johannesburg who reportedly had massive security flaws where allegedly it was possible for non-employees to read its customer’s billing information, furthermore gaining access to the customer’s name, account numbers and contact details.
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Board Reviews – Abort, Retry, Ignore, Fail – A New Model is Needed

September 10, 2019 By Denis Mowbray Leave a Comment

The chairman’s presentation at Diligent’s (DIL –NZX) 2013 AGM (June 23rd) included the following brief statement under the heading Strengthened Internal Controls: “The Board is currently undertaking a review of corporate governance matters with the assistance of an outside consultant, including with respect to the desired skill sets for the Board, share administration and other internal processes related to corporate governance.”
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Some Further Thoughts on Corporate Governance

September 9, 2019 By Robert Purse Leave a Comment

Effective corporate governance does not, in and of itself, mean good corporate governance; ‘good’ may well be implicit; I prefer to make it explicit. The word ‘corporate’ can also be somewhat misleading and some people may, mistakenly, conclude that corporate governance is a matter for large organisations. My recent survey evidence suggests that this is not the case; corporate governance applies to all organisations, I have therefore decided to use the ‘shorthand’ good governance. Corporate governance and good governance are used interchangeably throughout this article.
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Beyond Legal Loyalty

September 9, 2019 By Joe Marzano Leave a Comment

Days before leading a first-time governance training session for a not-for-profit board, I learned that a trustee with a history of improper behavior had asked the CEO to fire an employee they were at odds with. Other trustees were troubled by their unrepentant peer’s unauthorized request, and hoped my training would reinforce the risk of not addressing the behavior.
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‘HURTFUL, OFFENSIVE AND DISTURBING SPEECH’ MAY LEND ITSELF TO UNINTENDED AND SEVERE CONSEQUENCES FOR SOCIAL COHESION IN SOUTH AFRICA

September 8, 2019 By CorGovInstitute Leave a Comment

By Terrance M. Booysen and peer reviewed by Kerry Gantley (Partner: Cowan-Harper-Madikizela Attorneys)

We all know that hate speech and free speech are entirely different concepts, yet in South Africa what you can and cannot say as a responsible citizen or public figure remains a divisive issue.
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Bribery: The board is accountable

September 8, 2019 By Terry Booysen Leave a Comment

Besides the more notable pieces of legislation that deal with bribery and corruption, which include the USA’s Foreign Corrupt Practices Act of 1977, the United Kingdom’s Bribery Act of 2010 and even South Africa’s Prevention and Combating of Corrupt Activities Act 12 of 2004; now South African organisations will have to contend with even more anti-bribery controls. Considering that South Africa reportedly loses between R25bn-R30bn each year due to bribery and corruption in state procurement alone, any additional anti-bribery measures should be welcomed with open arms.
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Ethics and Governance in Project Management: Small Sins Allowed and the Line of Impunity

September 7, 2019 By Eduardo Leave a Comment

After one year in the making, this week the book I wrote together with Dr. Alicia Medina is finally available in Amazon.com
We studied the corporate and project stands on ethics and governance, which allowed us to introduce an innovative approach.
This book emphasizes the existence of separated sets of ethical values adjusted to different circumstances, which along with personal interests, allegiances, and opportunity, comprise the ethical cube.
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Tangible benefits of a corporate governance framwork

September 7, 2019 By Terry Booysen Leave a Comment

Article by Jene’ Palmer and edited by Terry Booysen

Forward thinking organisations have realised that corporate governance does not merely fall into the portfolio of the Company Secretary. Indeed, the draft King IV Report on Corporate Governance for South Africa 2016 (‘King IV’), describes corporate governance as “the exercise of ethical and effective leadership by the governing body” of an organisation. Why then is corporate governance still viewed by many organisations as a process which increases bureaucracy and drives a ‘tick box’ exercise?
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