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“I see no Disclosure Committees”

Unlike Admiral Nelson, see the extract of the story below from Wikipedia, I have two eyes through which to assess the landscape, the corporate governance and communications landscape in Zimbabwe. And, unlike him, I am not ignoring what this investor relations landscape is telling me. In fact I am absorbing the fact that very few listed companies in Zimbabwe, if any, have disclosure committees. This can be attributed to the fact that that

  • legislation does not exist that requires them and
  • that listed company executives do not have to worry about this area of corporate governance because there is an absence of investors or stakeholders demanding accountability in this respect. Furthermore there is little or no commercial value to be had from taking an altruistic view.

So a recent study by Corporate Counsel.net was interesting to me because it highlighted the extent to which our African markets differ from those in First World markets. Here is the brief overview from Corporate Counsel.net:-

Survey Results: Disclosure Committees

We have posted the survey results regarding the latest disclosure committees trends, repeated below:

1. Back in mid-2008, we conducted a survey on disclosure committees (here are the results) – we are now canvassing to see if practices have changed. Our company:
- Has a disclosure committee – 96.7%
- Doesn’t have a disclosure committee (if you check this box, you are done) – 3.3%

2. Our disclosure committee has:
- More than 10 members – 32.1%
- Between 8-9 members – 39.3%
- Between 6-7 members – 21.4%
- Between 4-5 members – 7.14%
- Has less than 4 members – 0%

3. Our disclosure committee has the following types of members:
- CEO – 27.6%
- CFO – 75.9%
- Controller – 86.2%
- General Counsel – 86.2%
- Securities Counsel – 82.8%
- Compliance or Risk Management – 41.4%
- Investor Relations Officer – 72.4%
- Internal Auditor – 55.2%
- Officer from a Business Unit – 55.2%
- Other – 55.2%

4. For our disclosure committee:
- Someone takes minutes of meetings – 72.4%
- We don’t keep minutes of our meetings – 27.6%

I fail to see on the horizon a catalyst that will enable us to catch up with the First World in this key area. Disclosure Policies need disclosure committees to manage them. This issue matters because in the absence of checks and balances on proper communications practices investors raise their risk profile of investing, require a higher return and this increases the cost of raising capital.

On a slightly different note, In South Africa there is supposed to be a direct communications channel between investors and Disclosure Committees, by law. I don’ t see these channels. A secure website link to the Chairman would be way forward I guess.

Thanks to Wikipedia.org for the text below. Please donate to them….

On the morning of 2 April 1801, Nelson began to advance into Copenhagen harbour. The battle began badly for the British, with HMSAgamemnonHMS Bellona and HMS Russell running aground, and the rest of the fleet encountering heavier fire from the Danish shore batteries than had been anticipated. Parker sent the signal for Nelson to withdraw, reasoning:

I will make the signal for recall for Nelson’s sake. If he is in a condition to continue the action he will disregard it; if he is not, it will be an excuse for his retreat and no blame can be attached to him.[170]

Nelson, directing action aboard HMS Elephant, was informed of the signal by the signal lieutenant, Frederick Langford, but angrily responded: ‘I told you to look out on the Danish commodore and let me know when he surrendered. Keep your eyes fixed on him.’[171] He then turned to his flag captain, Thomas Foley and said ‘You know, Foley, I have only one eye. I have a right to be blind sometimes.’ He raised the telescope to his blind eye, and said ‘I really do not see the signal.’[171][172] The battle lasted three hours, leaving both Danish and British fleets heavily damaged. At length Nelson despatched a letter to the Danish commander, Crown Prince Frederick calling for a truce, which the Prince accepted.[173] Parker approved of Nelson’s actions in retrospect, and Nelson was given the honour of going into Copenhagen the next day to open formal negotiations.[174][175] At a banquet that evening he told Prince Frederick that the battle had been the most severe he had ever been in.[176] The outcome of the battle and several weeks of ensuing negotiations was a 14 week armistice, and on Parker’s recall in May, Nelson became commander-in-chief in the Baltic Sea.[177] As a reward for the victory, he was created Viscount Nelson of the Nile and of Burnham Thorpe in the County of Norfolk, on 19 May 1801.[178] In addition, on 4 August 1801, he was created Baron Nelson, of the Nile and of Hilborough in the County of Norfolk, this time with a special remainder to his father and sisters.[179][180] Nelson subsequently sailed to the Russian naval base at Reval in May, and there learned that the pact of armed neutrality was to be disbanded. Satisfied with the outcome of the expedition, he returned to England, arriving on 1 July.[181]

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Beware the “commitment to good corporate governance” cliche

An article in the Zimbabwe press today (01 June 2011) announces Board changes to the ZSE listed Afre Corporation. Afre is significantly financially exposed and the problem appears to be related to bad corporate governance in related party transactions.  This is what the Afre 2008 annual report said about their commitment to corporate governance:-

“The group is committee to the principles of good corporate governance based on the King II report. The Directors recognise the need to conduct business of the Group with integrity and in accordance with generally accepted corporate practices in order to safeguard stakeholder interests”.

This is  part of the wording relating to the announcement of the corporate governance restructure (director changes were also announced):-

As part of the Board’s undertaking to ensure that corporate governance matters relating to the Group are reviewed and enhanced as necessary, the Board has set up a Related Party Transactions Committee consisting of independent non-executive directors…….This initiative is part of various measures taken by the Board to uphold shareholder and policy interests in all of the Group’s related business activities. The Board acknowledges its appreciation to all stakeholder for the support received to date.

I am a strong proponent of the IODSA’s online corporate governance appraisal tool for listed companies. This tool enables directors to check the substance and form of their corporate governance conformance to the King III Code on Corporate Governance in South Africa. The programme can be used by companies outside of SA as an immediate checklist and what is and what is not happening and provide a basis for directors to decide what they should do with regard to their corporate governance. The ZSE should make it mandatory for all listed companies to complete this and negotiate a bulk discount with the IODSA. But the ZSE has its own isssues at the moment…..so its up to listed company directors to decide……

In the post-dollarisation Zimbabwe economy listed company directors should be thinking seriously about providing substance to support the cliche commitments to corporate governance in their annual reports. Give shareholders facts. The wording in annual reports to describe corporate governance activities is passive, non-committal and vague. With so many Zimbabwe companies being in such a flimsy state financially don’t be surprised to hear of more instances where corporate governance fails investors. This at a time when Zimbabwe needs foreign investors. This at a time when corporate governance is added to other uncertainties such as indigenisation legislation etc. These things are simple and low cost and all they need is a decision from the Chairman of the Board.

 

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A message for African regulators & listed company executives

“The web has the potential to bring millions more people into the capital markets as productive and engaged participants, but only if companies are there to welcome them.”

Dominic Jones is the founder of IRWebReport.com and President of IR Web Reporting International Inc. He has more than 20 years of experience in journalism, investor education and online investor relations communications. He’s a World leader in IR and is spreading the message above to First World markets.

In Africa we have yet to get past First Base, which is a basic acknowledgement that the Internet can change the manner in which companies and regulators can communicate with and educate capital markets participants. The level of awareness amongst regulators, investors and listed company investors is very low. So it is low too with corporate governance practitioners, with the King III Code on Corporate Governance mentioning wishy washy

Everyone’s so excited about “Africa” being the last emerging market frontier – we heard this back in 1996 and again and again in between. Nothing has changed in the manner in which “African” companies are communicating with the rest of the World.

There are a few companies in Africa that are trying to step up to First Base. They are the pioneers in responsible online reporting by communicating directly with stakeholders online. The benefits? Corporate reputation and commercial feedback oh and yes, almost forgot, a more informed investor and potential investor base than their peers. Oh, also a good night’s sleep for executives.

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Institute of Directors South Africa needed in Nigeria and Kenya

In South Africa the private sector came to the party in sponsoring the formulation of a new corporate governance code. It’s good for PR and your logo belongs to the IODSA website forever. For the accounting firms the prospect of referral work is high. The model is good. It’s what you would call a win-win situation. So why no similar initiatives in Kenya and Nigeria?

Here are the sponsors to the online corporate governance appraisal initiative in South Africa:-

Note that South African Government also has a hand through the SITA.

Have a look at the IOD Kenya website in Kenya. There are no corporate sponsors to the IOD Kenya. Yet every year one of the greatest corporate events is when the top companies in East Africa are awarded their prizes by a large accounting firm. Much pomp and ceremony. Where’s the substance? These winning companies are chosen largely by the movement in their price which itself is a result of the volatility in a market where information availability is imperfect.

The IOD Kenya website has one upcoming event. There is nothing on the blog. There are many subjects to blog about in Kenya. Especially relating to corporate governance.  The website does not instill confidence in the role of the organisation. It should.

I would love to get an insight as to why the Kenyan and Nigerian markets have not adopted the same approach as the South African companies. They all have corporate governance codes, they all have compelling needs to improve corporate governance, they have private sector critical mass to underwrite any of these initiatives on a sustainable basis. Is it a case that the persons running these organisations are incompetent and cannot garner support or is it a collective case of “we couldn’t give a s…” ? The regulators certainly aren’t taking the lead.

The same has happened in Zimbabwe. The much trumpeted new corporate governance code for Zimbabwe has fallen in a heap. There’s no money, executives are busy.

Is it the absence of human resources? Are business environments too corrupt in Kenya and Nigeria to address this issue at all? Not sure – would love to hear your views. In Zimbabwe companies are under severe strain and the issue of corporate governance at the top level has yet to be resolved so there is an excuse – or a real reason to take governance seriously – depends on what your outlook on life is.

The silent cost to this is lower equity valuations.

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Certified Director Course in Africa: highly recommended

I love the Institute of Directors in South Africa. They are dynamic, young and good looking but most of all when you become a member you get more than your fair share of value back. They are not covering the practice of investor relations enough in their initiatives but this is made up for by the other excellent initiatives that they are launching. Like the one below.

Overview

The IoDSA Accelerated Directorship Programme (ADP) addresses all aspects of directorship. The programme is designed to meet the existing and emerging needs of directors. Through case studies, facilitator knowledge and experience as well as group discussion, the programme is interactive and provides delegates with practical tools for immediate implementation. The ADP promotes excellence in corporate governance and is presented by facilitators who are leaders in their field with local and or international expertise.

Objectives

•       Provides a comprehensive foundation of the roles and responsibilities of a director and issues relating to corporate governance.

•       Overview of strategy and the management of risk from a governance perspective to avoid personal liability.

•       Enable non-financial directors to ask probing questions in relation to the information presented.

•       Understand the financial position and performance of the company.

•       Understand the roles and responsibilities associated with an organisation’s ethics management programme.

•       Consider current issues for directors and boards.

•       Provide opportunity for participants to put their knowledge into practice.

Benefits

•       Understand duties and responsibilities as a director.

•       Act in accordance with corporate governance standards and expectations.

•       Improve effectiveness of the board and add value.

•       Increase confidence in the boardroom.

•       Reduce personal and company risk, enhance reputations and improve organisational effectiveness.

•       Discuss boardroom issues in confidence and share experiences with peers.

•       Increase and expand networking opportunities.

Who will benefit from the programme

In South Africa’s rapidly changing environment as companies face increasing competition and ever more regulatory and legal requirements, it is essential that existing directors and new directors can understand and evaluate key strategic issues and trends.

Admission Requirements

Programme Selection Process and Criteria

•       Potential candidates must complete the registration form which includes a letter of motivation.

•       Potential candidates must attach a copy of their CM27.

•       Registrations are put before the IoDSA Director Development panel for acceptance onto the ADP.

•       The panel consists of the IoDSA’s Chief Executive and Department Heads.

•       Potential candidates must hold a current Director / Board position.

Duration

•       Full time: 5 Full Days

Assessment

•       Board Simulation – Delegates participate in a simulated board meeting and will be observed and critiqued by an IoDSA observer. Feedback is provided during the simulation.

•       One Assignment – The Assignment is due after the programme and the due date will be communicated on the first day of the programme.

Certification

Designation

Participants who are members of the IoDSA, who attend all workshop sessions and who complete the ADP assessments successfully, will receive a Certificate in Directorship, hold the designation of the IoDSA Certified Director and will be entitled to use the IoDSA post-nominals Cert. Dir.

Awards received for completion include the ADP Certificate should a delegate complete and be successful on all assessments.

To be awarded the ADP Certificate, the requirements are:

Attendance and Assessment

Attending all sessions on the programme and successful completion of both the board simulation and the assignment within the stipulated time frames.

Grading

Gradings for the Certificate are:

•       Pass with order of merit

•       Pass

•       Unsuccessful on this occasion

Members who have been awarded the Certificate are entitled to use the IoDSA post-nominals Cert. Dir.

Programme Continuous Professional Development Potential

A participant is required to do the following to retain his or her Cert. Dir. designation:

1.     Retain annual membership to the IoDSA.

2.     Attend any 3 IoDSA member events or Director Development Programmes per year.

For further information & registration click here

Portia Gumede

Institute of Directors in Southern Africa
Tel (011)  430 9900   Fax (011)  444 7907

Email:   portiag@iodsa.co.za

Presentation fees

Jhb: IoDSA Members  –  R17 356.50

Non Members –  R20 737.50 (includes a 1 year membership to the IoDSA

Includes: VAT, Course Material, Refreshments & Finger Lunch

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King III applicable from 2 March 2010

The final King Report on Governance for SA, King III, was released on 1 September last year and came into effect 2 March 2010 replacing the existing King II Code and Report on Corporate Governance. We  were honoured to be able to publish the new Code in iPaper format for the IODSA when it was released.

We look forward to reading all the cliche statements of commitment to the King III code in the next round of annual reports from listed companies. Why the marketing departments have the responsibility for writing corporate governance sections of annual reports evades me.

Here are a few IOD practice notes from the IODSA

Here is an overview of the new Governance Assessment Initiative

You should join the IODSA its good value

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IODSA launch Governance Assessment Instrument (GAI)

Checklists provide tangible guidelines how Directors can improve governance. We like checklists. Especially when they relate to IR.

The IoDSA has established the Governance Assessment Instrument (GAI), an automated web-based tool which will serve as both a measure and an enabler of good corporate governance structures and practices. The tool has different modules catering for all business sectors, including listed companies, SMMEs, state-owned entities, medical funds, pension funds, NPOs, etc.

The GAI facilitates implementation and also serves as a rating mechanism of governance and will officially be launched at a cocktail event on Wednesday, 10 March 2010 in Durban.

I have not seen the new corporate governance appraisal platform in its current form. I would like to see how the product deals with the King III Code’s governance requirements relating to communications as the statements within the King III Code are too fuzzy to have any meaningful impact.

If you are not already a member of the IODSA I thoroughly recommend it. It’s value for money. Click here to join.

I am not sure an African version of the GAI has been developed – it’s probably too early for this given the levels of distraction executives are enduring at the moment. I think that it’s going to take a high level corporate collapse or some form of litigation relating to disclosure to sharpen executives’ attentions.

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Professor Mervyn King SC Initiates Zimbabwe Governance Initiative

The Corporate Governance Summit Zimbabwe began on Monday, 28 September 2009, at the Crowne Plaza Monomatapa and was well attended by all representative sectors of Zimbabwe’s economy.

Zimbabwe has started the process to create a new corporate governance code at what clearly seems to be an opportune time: The main motivator is that Zimbabwe needs capital – and corporate governance is a pre-requisite attracting funding.

The speakers at the one-day summit were:

Organisational Issues

The development of the code is inclusive and will solicit feedback from all stakeholder registered, i.e. multi nationals, local companies, parastatals and state-owned enterprises, SMEs and the informal sector.

The steering committee to drive the process is currently being constituted: The IOD will look at the key issues at hand and then decide what structure would best respond to those issues. The intention is to have a small, but effective board with access to a full supporting cast of sub-committees. It is anticipated to have completed the new Code on Corporate Governance Zimbabwe by 30 May 2010)

The private sector is expected to be the main driver of the formulation process, and key corporate private sector sponsors to this initiative are Delta Corporation, First Banking Corporation and TA Holdings. The Institute of Directors Zimbabwe and the Zimbabwe Leadership Forum will provide additional support.

Additional buy-in is expected from other corporate entities in Zimbabwe. Addressing the challenge of how to garner high level support from key decision makers in the process, the past chairman of the Southern African Institute of Directors, Mr Shoniwa, said the South African process targeted high powered individuals and invited them to become conveners and advisors. In addition, prominent organisations were invited to participate directly in the process and obtain buy-in. Lastly, a consistent publicity policy was pursued.

The funding of this new initiative is intended to come from the private sector, mostly in kind: members of the steering committees will be offering their time and effort for free. The experience of the IOD of South Africa is going to be tapped once the steering committee has been appointed.

Conceptual Inputs

Is there a difference between African and European corporate governance? How would an African solution differ a European one? David Mutambara responded by suggesting that there was no contradiction in the objectives of both. If anything, the West, through international governance codes, was actually teaching Africans the concept of “ubuntu” of traditional African governance philosophies.

David Mutambara’s presentation provided a very level headed insight into the practicalities of developing a governance code and the tendency of key participating executives to put their individual company objectives ahead of national interest. This conflict creates dissonance, especially when a new governance code is being developed, so he suggested it was important to ensure that the concept of “national interest” was well defined. Mr Mutambara also pointed out that a replication of process that governs the development of a national constitution is not going to be in the interests of the code development process: The intense time pressure requires a balance between broad consultation and expediency.

Recommendations by Professor Mervyn King SC

The Zimbabwe Leadership Forum and the IOD Zimbabwe secured the participation of Professor Mervyn King SC who flew from Europe to Zimbabwe (and straight back to Europe) to provide guidance to everyone following the launch of King III earlier this month. He is an excellent speaker and his speeches have begun to address environmental issues more prominently as time goes on. Not surprising given that has spent some time with Al Gore recently.

Shedding light on the process of developing King III in South Africa, Prof. King had a few tips for the IOD and ZimLef in Zimbabwe:

  • King III can be used as a guideline by the Zimbabwe initiative, but should not be merely copied: It is essential that parties participating in the Zimbabwe process first lists the special circumstances surrounding governance in Zimbabwe and then determine how these are to be integrated into any governance code.
  • It is crucial that the main steering committee carries out its work through sub-committees (King III had eleven sub committees, manned by 90 people in total, representing various stakeholders)
  • Prof King advises to obtain wide buy in from all sectors of the economy: unions, societies, stock exchanges and others. Failure to do so had been the reason for the ineffectiveness of the previous code on corporate governance.
  • Concentrate on the ensuring that the individual is the focus of corporate governance.

Professor King emphasized that Zimbabwe would not be able to legislate “competency and honesty” and that the “comply or explain” philosophy underlying codes in many other countries should be adopted in legislation, not as a code.

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