Korporatiewe bestuur en die demografiese profiel van nie-uitvoerende maatskappydirekteure in Suid-Afrika
Thesis (LLM (Mercantile Law))--University of Stellenbosch, 2007.
The collapse of Enron, WorldCom and other companies and the worldwide adoption of codes of good corporate governance have highlighted the poor standard of corporate governance systems and brought about big changes in this field. Corporate scandals in Britain and South Africa have contributed to greater local awareness of the failings of traditional company governance. In the Anglo-Saxon system non-executive directors are important watchdogs over powerful executive directors and other managers who are in a position to abuse their powers to the disadvantage of the shareholders. As independent supervisors non-executive directors are in a position to protect the interests of shareholders and prevent the manipulation of power relationships by executive managers. Independent supervision is of the outmost importance to ensure effective corporate governance. It contributes to the objectivity of the decision-making process and also to the appointment of other efficient non-executive directors. Independence of non-executive directors is influenced by the limited candidates in the pool from which they are appointed. This leads to a limited number of non-executive directors serving on multiple boards of directors, which in turn compromises their independent supervision function. The promotion of diversity on company boards, can expand the “limited gene pool” of non-executive directors. The question arises whether black economic empowerment, as a mechanism to promote greater diversity, has in South Africa contributed to a wider gene pool from which non-executive directors are appointed? In this study it is concluded that, instead of widening the gene pool of non-executive directors, black economic empowerment is creating a second “gene pool” of black directors who serve on multiple boards and with potential implications for their independence.