South Africa: How Are Boards Adapting To An Evolving Corporate Governance Landscape?

Last Updated: 11 October 2019
Article by Véronique Magny-Antoine

The corporate governance landscape is evolving fast, with boards grappling with a growing number of often conflicting organisational, societal and stakeholder objectives. Following a corporate governance thought leadership workshop held in Mauritius last month, Ocorian Client Director Véronique Magny-Antoine, sheds light on some of the topics at the heart of the debate.

The independence of auditors was one of the most debated questions at the workshop. Why is it so, especially since by definition auditors should exercise their duties in full independence?

In effect, auditors are required to exercise their duties in total independence. In reality however, one could question the degree of their independence given that the board of directors appoints and pays them. There is a school of thought in favour of an independent body, such as the Stock Exchange Commission, to appoint and remunerate auditors of listed companies. Another question relates to the depth of the auditing exercise. Increasingly, it is argued that professional scepticism should underpin the whole audit process.

The question of executive pay is another burning issue. What is the current thought when it comes to this pervasive feature of today's corporate world?

That question did get a lot of attention. Though full disclosure of executive pay is not yet on the agenda everywhere – at least not yet in Mauritius – there is a trend to move in that direction. Starting 1 January 2019, the disclosure of pay ratio, as a reflection of the remuneration gap, has become compulsory for UK listed companies with more than 250 employees. Still related to remuneration but at this stage an early proposal, some countries are in favour of boards adopting policies on recoupments and clawbacks on bonuses to CEOs and senior executives in the event of corporate harm. Until remuneration directives permeate companies of all sizes, public and private, the pressure on remuneration committees will persist. It is therefore a matter of good practice that such committees should have a majority of independent directors.

It is one thing to try to bring some restraint to hefty CEO packages. However, how are things evolving when it comes to the inclusion of employees and of women in particular, on boards?

Things are moving relatively fast in the area of female representation on boards. In the UK, the target is to reach 33% of women on the boards of FTSE350 companies by 2020. In Mauritius too, women are slowly finding their way to the boardroom. The latest amendment to the Finance Act of Mauritius will make it compulsory to have at least one woman on the board of all listed companies.

Coming now to the question of employee representation on boards, there are already a few cases of good practice. In the UK, independent directors run employee advisory panels and they ensure the employees make themselves heard. Still better practice is the case of Germany where one representative of employees actually sits on the board of directors. Pay inequality between men and women remains present everywhere, irrespective of industry. In this respect, a growing number of bodies are advocating gender pay gap reporting to map progress in eliminating disparities. On the wider front of employee inclusion, some tools have been around for a while. Share participation for instance, where implemented, has raised productivity and improved the bottom line.

Social media today plays the role of an amplifier of corporate deeds, whether good or bad. Can social media help to promote a culture of corporate governance?

The views relayed at the workshop are that social media is positively correlated with corporate governance. Due to their amplifier effect, social media platforms help to gather and crystallise opinions, acting as an important safety valve for corporate governance. In today's digital world, the social media phenomenon also ties up closely with that of shareholder activism. Nowadays, boards cannot afford to ignore the combined power of social media and shareholder activism, as both interplay to influence and shape corporate governance.

The workshop also brought to the fore the question of whistleblowing. Is the effect of whistleblowing on corporate governance positive or negative?

Nowadays, whistleblowing is taking on an important dimension. As a result, most Codes of Corporate Governance include a section on whistleblowing, however small. Increasingly, companies are encouraged to have a whistleblowing policy to protect them. In England, the law leans further towards protection in making provision for the whistleblower to benefit from legal representation. In other countries, some debates are emerging as to whether or not a mechanism should be in place to reward whistleblowers who speak up in the public interest or that of their company.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions