LITMIR.BIZ

16

Ibid.

17

Knight, “Sanctions, Disinvestment, and U.S. Corporations in South Africa.”

18

The 1973 Companies Act allowed for the establishment of private and public limited-liability companies, and most foreign firms that created South African subsidiaries capitalized on the private form. Other policies that indicated the government's keenness to attract foreign investors included the absence of a requirement for approval of foreign investors, who are subject to the same laws as domestic investors in most cases. The Close Corporation Act of 1984 (Act 69) also created a third legal form for corporations that is suited for small businesses, and no limit exists for the amount of foreign ownership or the rights of foreign owners outside of the banking sector. UNCTAD Investment Country Profiles: South Africa. pp 1–29. http://unctad.org/sections/dite_fdistat/docs/wid_cp_za_en.pdf, accessed January 2014.

19

Bjorvatn, Kjetil, Hans Jarle Kind, and Hildegunn Kyvik Nordas. “The role of FDI in economic development.” The Research Council of Norway: Foundation for Research in Economic and Business Administration. Bergen, December 2001, http://brage.bibsys.no/nhh/bitstream/URN: NBN: no-bibsys_brage_24613/1/A62_01.pdf, accessed January 2014.

20

From 1956 to 1990, FDI as a percentage of GDP decreased from 34 % to 9 %. Fedderke, Johannes and A.T. Romm, 2004. “Growth Impact and Determinants of Foreign Direct Investment into South Africa, 1956–2003,” Working Papers 12, Economic Research Southern Africa.

21

Schulschenk, “Interview Summary Report,” p. 1.

22

Fedderke and Romm, “Growth Impacts and Determinants of Foreign Direct Investments into South Africa.”

23

Nxasana, Sizwe (2012b). Ibid. At the corporate level, governance was, in the words of many interviewed, “absent.” Sizwe Nxasana, CEO of FirstRand Limited & FirstRand Bank, remembered his experience as an articled clerk in the early 1980s as a time of unparalleled corporate licentiousness.

24

Bjorvatn, Kjetil, Hans Jarle Kind, and Hildegunn Kyvik Nordas. “The role of FDI in economic development.” The Research Council of Norway: Foundation for Research in Economic and Business Administration. Bergen, December 2001, p. 17, http://brage.bibsys.no/nhh/bitstream/URN: NBN: no-bibsys_brage_24613/1/A62_01.pdf, accessed in January 2014.

25

IoDSA was founded to empower those charged with organizational governance duties with the right skills and ethics to execute on their duties based on the values of southern African society. “About the IoDSA” Institute of Directors in Southern Africa, http://www.iodsa.co.za/?page=About, accessed February 2014.

26

Schulschenk, “Interview Summary Report,” p. 1.

27

Published in draft version in May 1992, the “Cadbury Report,” formally titled Financial Aspects of Corporate Governance, was a report produced by The Committee on the Financial Aspects of Corporate Governance in Britain, chaired by Adrian Cadbury, that set recommendations on corporate boards and accounting systems to mitigate governance risks and failures. Hailed as an international vanguard, certain recommendations of the Cadbury report were used to establish other codes in the United States, the European Union, and the World Bank, among others. “Report of the Committee on the Financial Aspects of Corporate Governance.” Gee (a division of Professional Publishing Ltd.) London. 1 December 1992, http://www.ecgi.org/codes/documents/cadbury.pdf, accessed February 2014.

28

“King Report on Corporate Governance for South Africa 1994, Chapter 20: The Code of Corporate Practices and Conduct,” Institute of Directors South Africa, p. 2, http://www.ecgi.org/codes/documents/king_i_sa.pdf, accessed February 2014.

29

Schulschenk, “Interview Summary Report,” p. 4.

30

Stout, Lynn A. “Bad and not-so-bad arguments for shareholder primacy.” S. Cal. L. Rev. 75 (2001): 1189. “Milton Friedman is a Nobel Prize-winning economist, but he obviously is not a lawyer. A lawyer would know that the shareholders do not, in fact, own the corporation. Rather, they own a type of corporate security commonly called ‘stock.’ As owners of stock, shareholders' rights are quite limited…Thus, while it perhaps is excusable to loosely describe a closely held firm with a single controlling shareholder as ‘owned’ by that shareholder, it is misleading to use the language of ownership to describe the relationship between a public firm and its shareholders.” (p. 1191)

31

Ibid. p. 14.

32

Schulschenk, “Interview Summary Report,” p. 6.

33

A pro forma internal audit charter is contained in an appendix to King II, which describes the scope of an internal audit as “an independent objective assurance activity” that “brings a disciplined approach to evaluate risk management, control and governance.” King II Report on Corporate Governance: Summary of Code of Corporate Practices and Conduct. Appendix 4. 2009, 343, https://www.icsa.org.uk/assets/files/pdfs/BusinessPractice_and_IQS_docs/studytexts/corporategovernance2/w_CorpGov_6thEd_StudyText_Appendix4.pdf, accessed February 2014.

34

“King Report on Corporate Governance for South Africa 2002,” King Committee on Corporate Governance. pp. 91–92. http://library.ufs.ac.za/dl/userfiles/documents/Information_Resources/KingII%20Final%20doc.pdf, accessed February 2014. As an idea, “sustainability” was gleaned from the way “Our Common Future” (commonly known as the Brundtland Report) defined the term “sustainable development” in 1987 to mean “development that meets the needs of the present without compromising the ability of future generations to meet their own needs.” United Nations. “Report of the World Commission on Environment and Development: Our Common Future,” no page numbers in online report, http://www.un-documents.net/wced-ocf.htm, accessed May 2014.

35

Schulschenk, “Interview Summary Report,” p. 10.

36

“National Framework for Sustainable Development,” Sustainability South Africa Website, http://www.sustainabilitysa.org/GlobalResponse/SAGovern mentsresponse/NationalFrameworksandPolicies.aspx, accessed February 2014.

37

“King Report on Corporate Governance for South Africa 2009,” King Committee on Corporate Governance, Introduction and Background, The Need for King III, p. 2, http://www.library.up.ac.za/law/docs/king111report.pdf, accessed January 2014. When the Companies Act was revised in 2008, it fundamentally rewrote South African company law to give legal authority to some of the guidance in King II. In addition to introducing the concept of an Independent Review as a way to audit company financial statements, the Act touched upon issues like appointment of board members to the board of directors, which King III then sought to elaborate upon. For example, the Companies Act acknowledged the importance of appointing a board for company governance, but King III expanded extensively on the role and function of the board. The Companies Act clarified procedures for the appointment or election of directors, but King III went a step further to describe the qualities of people who might be appointed, also providing guidance for the appointment and duties of CEO and chairman, which were not discussed in the Companies Act.

Скачать книгу