Tag: Institute of Directors in Southern Africa (IoDSA)

The recent suggestion by PSG CEO Piet Mouton that the requirement to disclose executive pay should be made optional raises important questions about an issue that consistently attracts controversy. This follows news reports of Sibanye-Stillwater CEO Neal Froneman receiving R300 million in remuneration for 2021, most of which related to conditional share proceeds.

Conclusions and recommendations made in part one of the state capture inquiry report align closely to a letter sent by the Institute of Directors South Africa (IoDSA) to the Zondo Commission in September 2021. The letter included recommendations on director competencies as well as the nomination and selection of directors.

As long as government’s cadre deployment policy is defended, governance of South Africa’s state-owned entities (SOEs) will remain vulnerable and at risk. This is a reaction to the testimony of President Cyril Ramaphosa before the Zondo Commission of Inquiry into State Capture, who acknowledged that 'massive system failures' with board appointments paved the way for SOE failures. At the same time, the President defended cadre deployment.

Testimony at the Zondo Commission relating to the prepayment of R1.68 billion to Tegeta, a company owned by the Gupta family, provoked strong words from Deputy Chief Justice Raymond Zondo. The whole incident illustrates how seriously directors should approach their duties. Justice Zondo suggested that the directors were negligent at best.

The furore around the awarding of a contract to a politically connected individual’s company shows that government has not yet accepted its role as custodian of good governance for South Africa Inc, and the extent of public disenchantment with perceived corruption.

We have released a research report investigating the processes for recruiting, selecting and appointing non-executive directors in South Africa. The report is structured to offer practical assistance to prospective non-executives who want to understand what organisations are looking for, and what the processes leading up an appointment are. It also offers guidance for nominations committees.

In the run-up to International Women’s Day (8 March) it’s important to note that while half of the South African population and 45% of the employed workforce are female, only 20% of directors of JSE-listed companies are women. New report recommends voluntary target of 30% female board members.

One of the elephants in the room at this year’s State of the Nation Address (SONA) was the conspicuous absence of any mention of the need to appoint the right people to the boards of state-owned enterprises (SOEs).

Where an attorney had acted in two litigation matters whilst not holding a fidelity fund certificate that is compulsory for all practising attorneys, it was held that the litigation was not a nullity.

The recent IODSA’ panel discussion on directors’ duties in respect to climate change highlighted the increasing realisation that directors need to factor climate change into their governance deliberations about strategy, risk management, products and services.