Corporate Governance Principles
A new version of the 'common sense' US corporate governance principles has been published by a group of well-known company directors, investment managers and institutional investors acting collaboratively. This is the latest update of the principles following their original release in 2016.
The principles cover several of the same areas seen within the UK Corporate Governance Code and/or the QCA Code. It has also been announced that Columbia Law School's Milstein Centre for Global Markets and Corporate Ownership will maintain and publish the principles, host them on their website and retain a list of companies and investors who have committed to them.
The revised principles can be found here.
Companies Amendment Bill
The South African Department for Trade & Industry has published for public comment a draft of the Companies Amendment Bill (located here). This bill will amend the current company law framework as covered under the Companies Act 2008 and the Companies Regulation 2011.
Amendments include, but are not limited to, changes to the definition of securities, amendments to the definition of an employee share scheme and clarification of how shares which are not fully paid are to be dealt with.
Comments to the draft Bill are required within 60 days of publication, which occurred on 21 September.
Annual Governance Practices Report
Shearman & Sterling, the global law firm, has released their annual report on Corporate Governance & Executive Compensation (found here). The report contains data relating to some of the largest US companies, together with a focused review and practical guidance on a number of key topics such as corporate culture, cybersecurity, board diversity and #MeToo developments.
The review of cybersecurity is of particular note in view of the pervasive cyber threats, recent SEC guidance and ever-evolving practices in the area.
Spencer Stuart, the US-based global executive search firm, has released a director onboarding checklist (found here) which encompasses five insights and recommendations based on new directors' onboarding experiences and views of best practice.
- Formal and structured onboarding programmes enable new directors to understand expectations and proactively identify potential gaps.
- Formal and informal meetings with the full board and senior management enable new directors to better understand boardroom dynamics, board culture, director backgrounds and perspectives.
- More, rather than less, should be the guiding principle when it comes to onboarding to ensure new directors are aware of strategies, financials, structures, business units, KPIs etc.
- Encouraging new directors to attend all committee meetings can be effective for accelerating their understanding.
- Assign new directors a more experienced director mentor.
The full memo from Spencer Stuart entitled 'New Director Onboarding: 5 Recommendations for Enhancing Your Program' can be found here.