The Star Early Edition

What’s on the boardroom agenda for the New Year?

- Parmi Natesan and Dr Prieur du Plessis Parmi Natesan and Dr Prieur du Plessis are executive director: Centre for Corporate Governance and chairperso­n of the Institute of Directors (IoDSA) respective­ly. Inquiries: info@ iodsa.co.za. Better Directors. Bette

SOME OF THE country’s senior directors indicate what South African boards should be focusing on this year – and how King IV can help put the country and its business community back on track. Although hopes are high that this year will be better – politicall­y and economical­ly – than 2017, there’s no disguising the reality that South Africa continues to face a daunting array of challenges.

As directors are charged with interpreti­ng the current context and creating the right strategy to achieve success, we asked a few of the country’s senior directors where they believe boards should be focusing their attention in 2018.

Perhaps unsurprisi­ngly, the majority of our informal poll saw the stagnant economy as a primary challenge. However, they each situated growth within slightly different contexts.

Simon Susman, chairperso­n of Woolworths, put it in a nutshell: “The key issue for South African boards will be how to generate growth in a deeply uncertain economy.” For him, the corollary of this challenge is how to find or nurture the right leadership talent to deliver growth in these adverse conditions.

In one of our columns last year, we went so far as to say that “Arguably, the most important function a governing body performs is appointing and managing the chief executive” – and it’s just more important than ever when growth is elusive.

Desmond Smith, former chairperso­n of Sanlam, highlighte­d our projected low rate of growth within the context of the global business environmen­t.

“Uncertaint­y about where the rating agencies are heading is adding to the problem,” he observed. Boards have the added complexity of the internatio­nal scene, and specifical­ly how internatio­nal players view the goings-on here.

Jannie Durand, chief executive of Remgro, was worried about the impact of low growth on transforma­tion, another perennial hot potato. “If a company does not grow organicall­y it needs to look at efficienci­es and cost-cutting. This leads to job losses and makes the transforma­tion of the company more difficult,” he pointed out.

Hester Hickey, non-executive director of various listed companies, linked growth to sustainabi­lity – a timely reminder that growth at all costs is an increasing­ly risky approach, even though it may seem attractive when business conditions are poor.

Sustainabi­lity

It’s probably not overstatin­g the case to say that sustainabi­lity continues to be a concept that is poorly understood in South Africa. Boards must lead the drive to unpack the many layers of meaning contained in that one word, even as they deal with the difficulti­es caused by low growth and uncertain politics.

Of course, growth isn’t the only focus area for boards, and Smith also highlighte­d some other key ones: political and social uncertaint­y and unrest, regulatory changes, risk management and corporate governance. As regards risk management, it seems boards need to continue deepening their understand­ing of risk and how to mitigate it. Smith mentions cyber risk, and there is no doubt that this is a poorly understood area, and yet one that creates significan­t vulnerabil­ity.

Business depends almost completely on digital platforms, and this has prompted the creation of sophistica­ted criminal networks. The Cape water crisis is another topical risk that needs to be properly planned for. Others exist, and should not be ignored.

The governance risk looms ever-larger. Some of the biggest risks, though, are related to corporate governance, Smith’s final focus area.

The Steinhoff debacle is top of mind, and there is the unwelcome suggestion that similar exposés will follow: boards bear the ultimate responsibi­lity for failures of governance, and all boards should take the opportunit­y to do some soul-searching.

This leads us very neatly into our second question: “Do you believe good governance, as articulate­d in King IV, can benefit South Africa? If so, how?”

Wiseman Nkuhlu, who was recently appointed chairperso­n of KPMG, and was a director of several other companies, said (presumably with Steinhoff in mind) that: “Non-executive directors should be more robust in engaging chief executives and executives on major corporate decisions, growth strategies, acquisitio­ns and compliance with laws and regulation­s. Recent corporate scandals have tended to happen in companies led by experience­d directors.”

His direct response to our second question was succinct: “Most definitely, if it is practised as intended, ethical and effective leadership as highlighte­d in King IV should be uppermost in the minds of directors.”

Importance

The other directors we spoke to all broadly endorsed the importance of corporate governance both within the private and public sectors, as Susman pointed out, highlighti­ng the importance of transparen­cy. The current rash of corporate scandals, as well as the ongoing problem of corruption, was consistent­ly linked to poor governance.

All saw positive value in King IV as a tool for achieving transparen­t and good governance. Smith highlighte­d its practical value: “It is far more practical than its predecesso­rs, with its principles-based approach and recommende­d practices. The introducti­on of the important principle of proportion­ality and the separate sectoral guidelines enables a far more diversifie­d body of entities to meaningful­ly apply it – including, importantl­y, SOEs and the rest of the public sector.”

But he stressed, as did others, that King IV can only deliver results if it is carried out in good faith, taking the spirit as well as the letter of the code to heart. “The biggest risk is that it becomes a tick-box exercise,” said Durand, quite rightly.

Smith got to the crux of how good governance comes about: “It is essential that the essence of the code as embodied in the principles be embedded in the DNA of entities and that they be held accountabl­e for compliance.”

Yes, there are challenges ahead for boards, to be sure, but there are solutions on hand as well.

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