Governance isn’t failing because frameworks are weak. It fails when it’s treated as admin.

In this Q&A interview with Executive Leadership Magazine, Mpeo Nkuna challenges a common blind spot: governance teams are still brought in too late after strategy is set, when risk is already baked in.

Mpeo Nkuna
By Mpeo Nkuna, Executive Business Development, Issuer Services

1. Your career spans corporate law, governance advisory, and executive leadership roles across leading organisations such as Cliffe Dekker Hofmeyr, Norton Rose Fulbright, Ascendis Health, iOCO, and now Computershare South Africa. Can you take us through your professional journey and the experiences that shaped your expertise in corporate governance and board advisory?

My career started in big law, where I was fortunate to learn from exceptional leaders who taught me the value of pairing technical excellence with practical, commercially minded advice. Those early years at Cliffe Dekker Hofmeyr and Norton Rose Fulbright gave me a solid grounding in corporate and commercial law, but they also showed me how much impact good judgement and trusted relationships can have. The real shift happened when I moved in‑house, first at Ascendis Health and later as Group Company Secretary at iOCO. Suddenly, I wasn’t just advising from the sidelines; I was in the boardroom, working directly with boards through restructurings, capital raises, cross‑border transactions, debt refinancings and periods of intense stakeholder scrutiny that forces one to grow quickly. It was in those moments, navigating sensitive board dynamics, regulatory pressure and fast‑moving strategic decisions, that my appreciation for good governance really grew.

Today at Computershare, I’ve taken all of that experience into a broader advisory role, supporting issuers strengthen their governance maturity, understand their shareholder base, enhance their risk management processes and engage more confidently and effectively with stakeholders. In many ways, my journey has come full circle: from technical legal work to strategic governance leadership, and today my purpose is to help other governance professionals and boards navigate complexity with clarity, confidence and integrity.

2. In your current role as Business Development Executive for Issuer Services at Computershare South Africa, you work closely with organisations to strengthen governance frameworks and stakeholder engagement. What does this role entail, and how does it position Computershare as a trusted governance partner for listed and multinational companies?

I focus on helping organisations strengthen their governance frameworks by connecting them to the full breadth of Computershare’s Issuer Services capabilities. While some still associate Computershare primarily with registry management, our offering spans governance advisory, entity management, and investor engagement solutions. I have the pleasure of showing boards, company secretaries and investor relations teams how our solutions can meaningfully support their strategic objectives.

What I value most is that this role allows me to blend my governance background with real client partnership. I get to work closely with issuers to understand their pressures, anticipate risks with them, and help them build frameworks that improve transparency, resilience and stakeholder confidence.

Computershare’s strength lies in the combination of global expertise, specialised technology and deep capital markets insight. This enables us to help clients not only comply, but see around corners. Having been a client myself, I know how reassuring it is to have a partner who understands governance challenges from the inside out. That’s the confidence we aim to give every issuer we support.

3. Having served as Group Company Secretary and Head of Legal in complex listed-company environments, you have had a front-row seat to the evolving demands placed on governance professionals. How has the role of the company secretary evolved in today’s increasingly complex regulatory and corporate landscape?

From my own journey in listed company environments, I have witnessed the evolution of the Company Secretary role, transforming from a purely administrative function into a strategic pillar of governance. But there is still work to be done in embedding this narrative across all boardrooms. Today’s Company Secretary is expected to be a strategic thinker, an influencer, and a guardian of governance integrity. The role requires resilience, adaptability, and the courage to challenge assumptions and ensure decisions stand up to regulatory, ethical, and stakeholder scrutiny. In practice, this means:

  • Check circle iconguiding board composition, diversity and independence considerations, and governance frameworks;
  • Check circle iconbringing governance, compliance, and risk implications into strategic decision-making early;
  • Check circle iconleveraging digital tools to streamline board operations, entity management, and data driven reporting; and
  • Check circle iconsupporting director onboarding, board evaluations, and ongoing governance development.
The modern Company Secretary is no longer executing instructions, they help shape the conditions for ethical, effective leadership.

4. Governance is often perceived as a compliance function, yet you frequently speak about governance as a strategic advantage. How can organisations move beyond a “tick-box” approach and instead use governance as a driver of long-term value and sustainable growth?

We’ve all seen how easily governance can slip into a routine of checklists with compliance deadlines; but we’ve also seen how powerful it becomes when organisations choose to treat governance as a strategic asset rather than an afterthought administrative requirement. For me, the turning point begins with how the governance professional is viewed and empowered. I’ve worked with leadership teams who brought me into conversations early, trusted me with the full picture, and encouraged me to challenge their thinking. In those environments, governance naturally evolved into something that strengthened decision-making, clarified risk, and aligned the organisation around long-term value – not just compliance. And it creates buy-in and active participation from leadership. I’ve also learned that true governance impact comes from connecting the dots: linking strategy, risk, culture, and stakeholder expectations. Governance professionals are often the ones who see across the whole organisation, across functions, geographies, and stakeholder groups, and that perspective helps boards navigate complexity with greater insight and confidence.

Good governance doesn’t just prevent things from going wrong; it equips organisations to adapt, recover, and thrive.

So, when people ask how organisations can move beyond “tick-box governance,” my short answer is this: Empower your governance professionals. Trust them. Include them early. And let governance be the lens through which strategy, ethics, and value creation meet.

5. Your experience includes advising boards on matters such as capital raising, cross-border restructurings, and corporate actions. What are some of the most critical governance considerations boards must prioritise when navigating major corporate transactions?

I’ve found that when boards navigate major transactions, it helps to anchor their decisions in King V’s governance outcomes: ethical culture, sustainable performance, conformance, and legitimacy. For me, it begins with ensuring that boards have complete, accurate and decision ready information. Equally important is the board’s ability to think in an integrated, long-term way, looking beyond short-term financial returns to consider the broader social, environmental and stakeholder impacts – the essence of double materiality under King V.

Robust governance infrastructure is essential: strong processes, the right technology, and trusted advisors. These elements create stability, transparency, and the ability to withstand scrutiny, especially when decisions carry lasting consequences.

I believe that a health mix of all these elements is ultimately what separates decisions that withstand scrutiny from those that unravel under pressure.

6. Strong governance requires effective collaboration between boards, executives, and governance professionals. In your view, what are the key elements that enable healthy and productive boardroom dynamics?

In my experience, productive boardrooms are built on open communication, mutual respect, and clarity of roles. Over the years, I’ve learned that differing views are not only inevitable, but they are invaluable. But the way directors engage with those differences defines the quality of decisions. When boards listen actively, challenge ideas rather than people, and stay anchored in a shared purpose, the quality of decision-making improves dramatically. Diversity of background, experience, and perspective strengthens boards. I’ve seen how one simple question from someone with a different vantage point can shift an entire discussion.

Another aspect that I’ve come to appreciate, although it can be uncomfortable, is introspection. Honest self-evaluation is not easy for any leader, let alone a collective of seasoned directors, but it is essential. Credible board and committee assessments, often facilitated by a strong Company Secretary, helps create the space for directors to reflect honestly on what’s working, what isn’t, and what needs to change. I’ve watched teams grow stronger and more cohesive simply because they were willing to look in the mirror.

I’m guided by the belief: “Do the best you can until you know better. Then when you know better, do better.” That mindset of curiosity and continuous improvement underpins strong board dynamics.

7. In one of your recent reflections, you highlighted the risks that arise when too many governance responsibilities are concentrated in a single role. Why is independence and proper role separation so important in maintaining strong governance and risk management structures?

With the changing perception and understanding of the role of the Company Secretary, comes with greater scrutiny, higher regulatory expectations and potential for personal consequences from governance failures. This is why the Company Secretary must operate with uncompromising integrity, independence, and professional courage. Clear reporting lines and board understanding of the Company Secretary’s mandate are critical. An empowered Company Secretary can raise red flags, challenge processes, and safeguard long-term organisational interests, while still collaborating effectively with executives. Independence of this function can also determine whether a board is simply functional or truly impactful.

8. Shareholder engagement is becoming increasingly important for listed companies. How can organisations improve communication with investors while ensuring transparency, accountability, and trust?

Companies build trust through open, consistent, and intentional communication. Transparent engagement reduces uncertainty and signals confidence and accountability. The Company Secretary plays a key role in keeping disclosures and governance reporting aligned. The most effective engagement today is data‑driven, using accurate registers and real‑time analytics to anticipate concerns and tailor communication. Having used Computershare’s registry and meeting solutions earlier in my career, I’ve seen how the right tools transform engagement, improving clarity, accessibility, and confidence. 

9. Your work at Computershare also involves initiatives aimed at reconnecting shareholders with unclaimed dividends and corporate benefits. Why is this type of asset reunification work so important for strengthening shareholder participation and overall market integrity?

Reuniting shareholders with unclaimed dividends and corporate benefits is more than an administrative clean-up. From a governance perspective, it restores a broken line of communication. When shareholders lose touch with their entitlements, they also lose visibility into their rights, responsibilities, and connection to the organisation. Tracing and reconnecting them strengthens transparency, fairness, and market integrity. Accurate registers improve regulatory reporting, voting outcomes, and ownership data. It reinforces the principle that every shareholder, active or dormant, is a valued stakeholder.

10. Corporate governance frameworks such as King IV have significantly shaped governance practices in South Africa. How do you see these frameworks continuing to influence corporate accountability and ethical leadership in the years ahead?

Deeper alignment and integration of governance frameworks such as the Companies Act, JSE Listings Requirements and the King Code will continue to greatly influence how South African organisations think about accountability, ethics and the role of governance professionals. The Companies Act provides the statutory foundation for the Company Secretary role, defining appointment, duties and liabilities; while King V expands the mandate, re-establishing the Company Secretary as a strategic advisor and an architect of ethical governance rather than a mere administrative function.

These frameworks require the Company Secretary to have visibility across risk, finance, operations and technology, which ensures boards stay informed, adapted to regulatory shifts, and aligned with the organisation’s purpose and values.

As governance expectations intensify, these frameworks will continue to push organisations toward greater transparency, integrated reporting and stronger internal controls. They will also strengthen the advisory mandate of the Company Secretary: framing board agendas, enabling more constructive debate, influencing culture, and supporting meaningful stakeholder engagement.

11. In an era where reputational risk can escalate rapidly, what role do governance professionals play in helping organisations navigate crises and protect stakeholder confidence?

In a crisis, governance professionals often become the organisation’s stabilising force. In my experience, they’re the ones who can see the full picture, linking what’s happening in the boardroom with what’s unfolding across management, operations, risk, and the regulatory landscape. With this visibility across the governance ecosystem, they help boards anticipate risks, respond decisively, and communicate in ways that preserve trust. The Company Secretary sits uniquely at the intersection of oversight and decision-making, ensuring checks and balances hold and ethical leadership prevails, even under pressure. They become both conscience and compass, safeguarding reputational resilience.

12. You have worked closely with boards and executive leadership teams across multiple industries. What leadership qualities do you believe are essential for executives who want to build organisations grounded in strong governance and ethical leadership?

Effective leaders today are adaptable to the changing working landscape. A few leadership qualities I view as essential include:

  • Check circle iconleading with integrity and consistency;
  • Check circle iconunderstanding the power of accountability and creating space for constructive challenge (from the top as well as the bottom);
  • Check circle iconthinking systemically, understanding that the governance ecosystem is multifaceted and governance considerations need to be applied to every strategic decision, and not as a compliance afterthought;
  • Check circle iconcultivating a governance-minded culture by empowering their teams and reinforcing behaviours that prioritise transparency and responsibility; and
  • Check circle iconimportantly, valuing the role of governance professionals as strategic partners and bring them along the decision journey as part of a more effective, holistic and inclusive process.

13. As someone deeply passionate about governance and ethical leadership, what advice would you give to professionals aspiring to build careers in company secretariat, corporate law, and governance advisory?

Master the technical, but lead with the strategic. Governance careers are built on credibility, clarity of communication, and the ability to guide leaders through sensitive decisions. Embrace technology as a core competency and stay curious—the landscape evolves constantly. Invest in continuous learning and multidisciplinary thinking so you become a trusted advisor, not just a procedural expert.

14. Governance professionals often operate behind the scenes but play a critical role in shaping organisational outcomes. How can organisations better recognise and empower governance leaders within their strategic decision-making processes?

To truly empower governance professionals, organisations must stop viewing the company secretary as a back office function and recognise them as a strategic enabler. A future ready Company Secretary is adaptable, has a good commercial understanding and is deeply embedded in the organisation’s decision-making processes. But they can only perform at this level if the organisation creates the right conditions. Clear and empowered reporting lines are essential. Company Secretaries must have direct access to the Chair and the Board, enabling them to provide unfiltered insight and independent judgement on governance, risk and ethical matters.

Organisations should integrate strategic governance into the company secretarial mandate. When Company Secretaries have the space to think, to analyse trends and to anticipate regulatory shifts, they add enormous value to board deliberations.

Even in their administrative tasks, Company Secretaries should be empowered to make necessary adaptations and reshape meeting agendas collaboratively and where needed. When governance professionals are part of shaping these conversations, board effectiveness increases significantly.

15. Looking ahead, what is your vision for the future of corporate governance in Africa, and how can organisations ensure that governance frameworks continue to support innovation, accountability, and sustainable business growth?

As we look to the future, I believe corporate governance in Africa is entering a new era, one defined not only by rules and frameworks, but by a renewed sense of responsibility to our people, our markets, and our continent. The updates introduced in King V, with its focus on simplified, future fit governance and principles that can be applied across all entity types, echo this by emphasising ethical leadership, sustainable performance, stakeholder inclusivity, transparency, and accountability. In South Africa, we are reminded through the King Code that good governance cannot exist apart from the values that underpin our society. Concepts aligned to Ubuntu-Botho reinforce that leadership must be rooted in care, fairness, interconnectedness and collective prosperity.