Corporate Governance (3rd Edition)

Special Features

Specific expansion includes:

• Examples updated and extended
• Expanded coverage on:
  • Independence of directors
  • Exposure of directors
  • Implications of King III and the new Companies Act
  • IT governance
  • New committees required by King III
  • Remuneration policy
  • Public sector governance issues
• NEW CHAPTERS on:
  • The audit committee
  • Stakeholder relations
  • Compliance

Endorsements

“Tom Wixley and Geoff Everingham are deeply steeped in the theory of corporate governance and have also practised for extended lengths of time as non-executive directors of major South African companies. The result is this unique book which looks at corporate governance from both a global and South African perspective and is a must for both students and practitioners”.
— Fred Phaswana, Chairman of Standard Bank; Former Chairman of Transnet, Anglo American SA, Anglo Platinum & BP Southern Africa among others

"I can't think of two better brains coming together not just to write about corporate governance but also to share their deep conviction for developing a sustainable culture of corporate governance."
— Philip Hourquebie, CEO of Ernst & Young South Africa

“The principles of good corporate governance will increasingly become the standard by which the directors and executives of public companies are judged, not merely by the market but also by the law. Tom Wixley and Geoff Everingham make a ground-breaking contribution to an understanding of these principles and the duties they impose on the responsible role players. Public companies, their directors, executives and professional advisers who ignore this work, will do so at their peril.”
— Wim Trengove SC

“This is a very practical guide to a topic which is largely common sense, but which at the same time is often badly misunderstood. I like the numerous practical examples and references to what is happening in the real world. Directors and officers of companies, parastatals and regulatory bodies, and other interested parties such as their investors or advisers, can benefit from this book.”
— Russell M. Loubser, CEO: JSE Securities Exchange South Africa

"This valuable book is a practical and up-to-date guide on the implementation of corporate governance principles. It also links the governance principles to other legislation such as the Companies Act No 71 of 2008. The book is a must for any company director.
"The authors of the book, Tom Wixley and Geoff Everingham, write with authority having a vast amount of experience and knowledge in corporate governance consulting, as well as serving on the boards of various public companies.

"The book is a handy addition to your book collection and is easy to read and understand. It describes the King III principles and provides examples of real-life situations of how the principles were applied. An added advantage is that a copy of the King Code is included, as well as a draft questionnaire for assessing boards, committees and directors."
—  Quoted from a review by Juanita Steenekamp CA(SA) in Accountancy SA.

Table of Contents

Foreword to the First Edition
Preface to the First Edition
Preface to the Second Edition
Preface to the Third Edition
References to the King Report
1 Why Corporate Governance?
2 Strategy and its Execution
3 Composition and Selection of the Board of Directors
4 Directors and their Responsibilities
5 Functioning of the Board
6 Board Committees
7 Risk Management and Internal Control
8 The Audit Committee
9 Financial Reporting and Communication
10 Integrated Sustainability Reporting
11 Stakeholder Relationships
12 External Audit
13 Internal Audit
14 Compliance
15 Remuneration of Directors and Executives — Principles and Disclosure
16 Public Sector
17 Corporate Governance in Private Businesses and other
Appendices
Bibliography
Index

About the Authors

Tom Wixley is a Chartered Accountant (SA) who spent 41 years with Ernst & Young including 10 as chairman. Since he retired from accounting practice in 2001 he has served on the boards of some of South Africa’s largest companies including Anglo Platinum, where he is deputy chairman, and Sasol. He has participated in several professional committees on accounting standards, education and corporate law and consults on matters of corporate governance.

Geoff Everingham is Emeritus Professor of Accounting at the University of Cape Town. A well known author of numerous books and articles on accounting practice, he is a past chairman of the Accounting Practices Committee and member of the Independent Regulatory Board for Auditors. Geoff is a former director of Transnet where he served as chairman of the audit committee, and as acting chairman, and chairman of Sycom Property Trust.