The Mercury

It is now timeous to have Conscious Companies Awards

- Mervyn King Mervyn King was speaking at the Conscious Companies Awards. Business Report was a proud media sponsor of the event.

IN THE MIDDLE of the 19th century when wealthy families rebelled against providing risk capital to unincorpor­ated entities where they were still liable for all the debts of the company, their discussion­s with politician­s centred on creating an artificial person by statute with limited liability.

There were socio-political pressures at the time in this regard. Theologian­s and other academics said that a person could only be created by the Almighty. It was inappropri­ate for human beings who were creatures of the Almighty to create a person that never had “a soul to be damned nor a body to be kicked” (John Poynter, 1844).

A company when registered is a person, artificial it is true, but a person with characteri­stics different from an individual, because it is theoretica­lly immortal and has neither a soul nor a mind of its own.

An individual being a curator for a young person being incapacita­ted of mind would not dream of filching for him or herself some benefit from this unfortunat­e young person’s circumstan­ce; would use their skills voluntaril­y in the best interests of that person; would take great care of the person’s assets and great care in their decision making and would be diligent in planning for the person, short, medium and long term, assuming that the physician would have told the curator that this young incapacita­ted individual could live well into his or her 90s.


Our unfortunat­e company is totally incapacita­ted. It has no heart, mind or soul of its own. Directors from the middle of the 19th century had the duties of good faith, care, skill and diligence owed to the company and not to shareholde­rs.

This was believed during the era of the primacy of the shareholde­r and the myth that shareholde­rs owned the company. The latter myth formed the erroneous foundation for the agency theory of governance. On this theory directors had to act on the instructio­n of the shareholde­rs as their principals.

A director’s duty is to be independen­t of mind and come to board meetings unfettered.

Consequent­ly his legal duty from the middle of the 19th century was inconsiste­nt with the agency theory which developed and held sway right until the end of the 20th century.

In consequenc­e directors become the heart, mind and soul of a company, because it has neither of these as its own. It certainly does not have a soul to be damned nor a body to be kicked.

Consequent­ly directors in their offices and in the boardroom create the heart, mind and soul of a company.

A conscious company therefore is dependent on the conduct of its directors.

Best interests

A conscious company is one where the directors have honestly applied their minds in the best interests of the incapacita­ted artificial person, the company, so that it is seen by society to be an ethical and responsibl­e corporate citizen.

Society can perceive whether a company is a conscious one or not. They see the company having achieved the outcomes of effective leadership, adequate and effective controls, value creation in a sustainabl­e manner and legitimacy of operations.

With these stakeholde­r perception­s it is timeous to have awards for those companies that stand out among their peers.

It is the quality governance practised by directors that leads to the outcome of a conscious company. This quality governance journey by directors should be awarded.

Consequent­ly it is timeous to have Conscious Company awards.

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