Latest news with #CorporateGovernanceCode
IOL News
08-07-2025
- Business
- IOL News
From adoption to adaptation: Making governance frameworks work for Africa
Many governance environments, whether in State-Owned Enterprises, municipalities, non-profits or segments of the private sector, grapple with informal power dynamics, fragmented oversight and resource constraints, says the author. Image: Supplied By Nqobani Mzizi In a fast-evolving world where markets, mandates and morals are shifting, organisations are being called to govern differently. The traditional rule-bound model of governance is increasingly insufficient in the face of systemic risks, stakeholder activism and digital disruption. As governance thinking evolves, new frameworks continue to emerge, each responding to the demand for purpose-driven, context-sensitive leadership. This proliferation of frameworks reflects the increasing complexity and diversity of modern governance challenges. The Committee of Sponsoring Organizations (COSO) draft Corporate Governance Framework (CGF), released in May 2025, exemplifies this shift, but its relevance to Africa hinges on aligning its structural approach with local realities. Developed with U.S. public companies in mind and globally recognised for its work on internal controls, the framework nonetheless raises critical questions for governance communities worldwide. In contrast to compliance-heavy codes or board-centric charters, the CGF proposes that governance is not the board's responsibility alone. It is a system of oversight, culture and controls that must be embedded across leadership, strategy, operations and stakeholder engagement. This represents a conceptual shift, with some alignment to King IV's view of governance as the exercise of ethical and effective leadership to achieve sustainable outcomes. This global framework enters an already vibrant African governance landscape, where multiple homegrown initiatives address diverse contexts and needs. South Africa has completed public consultations on its King V draft. Botswana has already developed and implemented a national Corporate Governance Code, now embedded in stock exchange listing rules for Public Interest Entities. Meanwhile, Uganda's Institute of Corporate Governance is spearheading the development of its first national code, engaging stakeholders across sectors to craft a framework suited to local needs. Each of these efforts reflects a different point in the governance code lifecycle. Beyond the continent, the ISO 37000 global standard on governance of organisations offers another reference point, emphasising high-level principles of purpose, value generation and stewardship. COSO's CGF therefore enters a marketplace of ideas, offering structure without necessarily displacing existing guidance. At the centre of COSO's CGF is a model comprising six interrelated components, supported by 24 principles. These components are intended to function in concert rather than isolation, reflecting the layered nature of mature governance. Video Player is loading. Play Video Play Unmute Current Time 0:00 / Duration -:- Loaded : 0% Stream Type LIVE Seek to live, currently behind live LIVE Remaining Time - 0:00 This is a modal window. Beginning of dialog window. Escape will cancel and close the window. Text Color White Black Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Background Color Black White Red Green Blue Yellow Magenta Cyan Transparency Opaque Semi-Transparent Transparent Window Color Black White Red Green Blue Yellow Magenta Cyan Transparency Transparent Semi-Transparent Opaque Font Size 50% 75% 100% 125% 150% 175% 200% 300% 400% Text Edge Style None Raised Depressed Uniform Dropshadow Font Family Proportional Sans-Serif Monospace Sans-Serif Proportional Serif Monospace Serif Casual Script Small Caps Reset restore all settings to the default values Done Close Modal Dialog End of dialog window. Advertisement Next Stay Close ✕ Ad Loading Oversight sets the tone at the top, clarifying how authority, accountability and direction flow throughout the organisation. It covers board structure, delegation to management and the safeguarding of stakeholder rights. Strategy anchors governance in long-term purpose, ensuring decision-making reflects organisational values and outcomes beyond short-term gains. Culture affirms that governance is in separable from behaviour, focusing on leadership tone, values and the lived reality of ethics across the organisation. People speaks to the role of human capital in governance, emphasising talent alignment, performance, incentives and succession planning that reinforce purpose and accountability. Communication ensures governance is informed and transparent through effective internal and external information flows, fostering trust and enabling oversight. Resilience, the final component, reflects the organisation's ability to adapt and respond to disruption by integrating governance with risk, internal controls and continuous learning. While the framework is structurally robust, its practical relevance depends on how it is interpreted and implemented across varying organisational realities and jurisdictions. The CGF builds on COSO's earlier work in risk and control frameworks, which may offer continuity for organisations already familiar with those approaches; the InternalControl–Integrated Framework and the Enterprise Risk Management Framework. Governance is framed not merely as an adjunct to control and risk, but as a central organising function influencing strategic coherence and performance. While King IV remains the primary governance code in South Africa, the COSO Governance Framework serves as a complementary model that reinforces its intent. King IV provides a values-based, principle-driven foundation rooted in ethical and effective leadership, supported by recommended practices. COSO, in turn, introduces a structural and systems-based lens that helps to operationalise these ideals within the organisation. Where King IV champions outcomes such as transparency, accountability, fairness and responsible leadership, COSO proposes a structural model that aims to embed these values through oversight, strategy, culture and integration into daily operations. Its emphasis on governance as a holistic capability echoes King IV's insistence that governance be applied in an integrated, outcomes-based manner. Viewed together, King IV and COSO reflect complementary approaches. King IV emphasises ethical direction, while COSO offers a systems-based structure for implementation. For African organisations, especially those operating in emerging or complex environments, the CGF's flexible, non-prescriptive approach may be useful in some contexts. Its principles resonate with key themes in King IV and ISO 37000: outcomes-based governance, stakeholder inclusivity and integrated thinking. However, COSO's U.S.-centric origins and its underlying assumption of mature governance infrastructure raise questions about its applicability across diverse African contexts. Many governance environments, whether in State-Owned Enterprises, municipalities, non-profits or segments of the private sector, grapple with informal power dynamics, fragmented oversight and resource constraints. Even well-intentioned reforms can falter where implementation capacity is limited or incentives misaligned. Without thoughtful adaptation, the CGF risks reinforcing form over substance or overlooking the contextual realities that shape governance on the ground. To gain meaningful traction in Africa, its principles must be interpreted through a local lens, one that accounts for regulatory unevenness, cultural nuance and developmental priorities across both public and private institutions. Governance breakdowns in Africa often stem from blurred lines between board and executive, among other factors. COSO's emphasis on role clarity and functional oversight is therefore timely and necessary. Yet African governance challenges are not only about the absence of skills, controls or enforcement. A deeper, less discussed gap may be the lack of a shared governance vocabulary; one that bridges purpose and performance, values and structure and enables accountability to be both principled and practical. No framework is a silver bullet. Each has a role to play in supporting governance, but their value lies in how thoughtfully they are applied. The success of COSO's CGF depends on boards tailoring it thoughtfully to local laws, resource constraints and cultural nuances. If adopted, it must coexist with established codes throughout the continent, national listing rules and industry-specific regulations. Ultimately, effective governance requires more than adopting frameworks. It calls for continuous evaluation, adaptation and a willingness to refine practices in response to evolving realities. As this governance conversation unfolds, I leave readers with four questions to stimulate reflection: 1. Does our framework align purpose with performance in locally relevant ways? 2. Are we investing in culture and values, not just in controls? 3. Do our mechanisms enable real accountability or merely tick boxes? 4. Does our governance vocabulary bridge global standards with local realities? The answers may well determine whether we are governing for compliance, or for continuity, complexity and change. Nqobani Mzizi is a Professional Accountant (SA), (IoDSA) and an Academic. Image: Supplied
Nikkei Asia
08-06-2025
- Business
- Nikkei Asia
Japan finally ignites foreign investor interest after decade-long governance push
TOKYO -- This June marks the tenth anniversary of Japan's adoption of the Corporate Governance Code, which set rules for shareholder rights, disclosures and more. The code was nonbinding but took direct aim at ineffective boards and encouraged listed companies to be more transparent. Although change has only come gradually, foreign investors are finally seeing signs of companies becoming more receptive to reevaluating their capital allocation strategies, especially following a series of policy initiatives, as well as pressure from the increasing presence of activist investors.
Daily Tribune
02-06-2025
- Business
- Daily Tribune
Leadership shift at Bahrain Bourse
TDT | Manama A new chapter has opened in Bahrain's capital market with the election of Yousif Abdullah Al Yousif as Chairman of Bahrain Bourse, following a complete reformation of the exchange's Board of Directors by royal decree. The leadership change signals a strategic pivot as the bourse sharpens its focus on competitiveness and investor confidence. Strategic reset The board meeting on Sunday marked the first convening since His Royal Highness Prince Salman bin Hamad Al Khalifa, the Crown Prince and Prime Minister, issued Edict (1) of 2025 to reform Bahrain Bourse's board. Alongside the chairman's election, Yousif Abdullah Ali Reza was named Vice Chairman, and new board committees were formed in line with the Corporate Governance Code. The revamped board includes Nabeel Saleh Abdulaal, Raed Abdulla Fakhri, Eman Jawad Al Asfoor, Habib Jawad Habib, Fatema Hamad Abul, Abdulla Abdulrazzaq Bukhowa, and Aisha Mohammed Abdulmalik. Pledging alignment During the meeting, the board expressed gratitude to HRH Prince Salman for the confidence placed in them and pledged to align closely with Bahrain's economic development vision. The leadership underlined its aim to reinforce the bourse's role as a key driver of growth, promising to create an investment environment that appeals to both domestic and international players. Chairman Yousif Al Yousif described the appointment as 'a privilege' and committed to working with fellow board members and the executive team to ensure Bahrain Bourse remains 'a dynamic and resilient financial market.' Focus on trust Shaikh Khalifa bin Ebrahim Al-Khalifa, Chief Executive Officer of Bahrain Bourse, welcomed the board's appointment and said the diverse expertise of its members would be instrumental in shaping long-term strategy, enhancing transparency, and building investor trust. The leadership reshuffle is expected to shape the next phase of Bahrain Bourse's evolution, as it positions itself more firmly within the Kingdom's broader economic transformation.
Straits Times
29-05-2025
- Business
- Straits Times
Industry code to be reviewed to enhance corporate governance, boost S'pore equities market
The review will be undertaken by the Corporate Governance Advisory Committee, which was set up by MAS in 2019. PHOTO: ST FILE SINGAPORE - The Code of Corporate Governance will be reviewed to enhance corporate governance practices and disclosures among listed companies in Singapore, said the Monetary Authority of Singapore (MAS) on May 29. The review will be undertaken by the Corporate Governance Advisory Committee, which was set up by MAS in 2019 as a permanent, industry-led body to advocate for good corporate governance practices among listed companies in Singapore. The review complements the ongoing work of the Equities Market Review Group, which was launched in 2024 to boost Singapore's equities market, MAS said, without stating the timeline for the completion of the review. Mr Bob Tan, chairman of the advisory committee, said: 'The committee will be reviewing the Corporate Governance Code for its continuing relevance and ensuring that its disclosure requirements are meaningful to both existing shareholders and potential investors of large cap and small and medium-sized (SME) listed companies. 'The objective is to make our listed companies more transparent and attractive in the capital market without unduly over-burdening them with inconsequential reporting guidance or requirements.' The review will be undertaken by two sub-committees. The first sub-committee, to be led by Mr Robert Yap, executive chairman of Swan & Maclaren Group, will consider measures to help the code be implemented more meaningfully. The measures include providing additional guidance and practical examples on implementing the code provisions, in a manner that is suited to companies' operating contexts, such as their size and industry, MAS said. The second sub-committee, to be led by Ms Stefanie Yuen-Thio, joint managing partner of TSMP Law Corporation, will consider new code provisions or guidance on corporate culture, board effectiveness, and risk management in emerging areas, such as artificial intelligence. 'These enhancements aim to strengthen boards' capacities to steer companies through today's rapidly evolving landscape, while continuing to uphold long-term shareholder value,' MAS said of the areas that the second sub-committee will be looking into. MAS deputy managing director of financial supervision Ho Hern Shin said in the statement that upholding high standards of corporate governance is key for maintaining investor confidence. She said: 'Alongside the proposals of the Equities Market Review, companies must continue to maintain strong governance practices and make meaningful disclosures that keep stakeholders appropriately informed.' She added that the committee members' diverse expertise plays a vital role in strengthening the corporate governance framework, and that she looks forward to its recommendations. Alongside some members of the committee, industry practitioners with expertise in the priority areas of the review have also been invited to join the sub-committees. The code was last majorly reviewed in 2018. Since then, the advisory committee has recommended progressive enhancements to the corporate governance framework, particularly in the areas of director independence and remuneration disclosures. But the committee does not carry regulatory or enforcement powers, nor does it provide opinions on ongoing cases and investigations. The current 14-member committee serves a term from 2025 to 2028. Sue-Ann Tan is a business correspondent at The Straits Times covering capital markets and sustainable finance. Join ST's Telegram channel and get the latest breaking news delivered to you.
Yahoo
18-04-2025
- Business
- Yahoo
Invitation ordinary general meeting
Naamloze VennootschapNijverheidsstraat 2, 2340 BeerseVAT BE0403.807.337 – RPR Turnhout INVITATION ORDINARY GENERAL MEETINGWednesday 28 May 2025 at 11 a.m. The shareholders are invited to participate in the ordinary general meeting, which will be held on Wednesday 28 May 2025 at 11 a.m. at Hotel Botanique Sanctuary, Leopoldstraat 26, 2000 Antwerp, with the following agenda and proposals: 1. Reading and discussion about the report of the board of directors, the annual accounts and consolidated annual accounts of the financial year closed on 31 December 2024.2. Reading of and discussion about the auditor's report on the above-mentioned annual accounts. 3. Approval of the annual accounts of the financial year closed on 31 December proposal: The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2024.4. Approval of the appropriation of the result of the financial year closed on 31 December proposal: The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2024 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 6.75 mio (this means € 4.50 gross per share) against presentation of coupon no 16, with payment date: 13 June 2025 (ex-date: 11 June 2025 and record date: 12 June 2025).5. Approval of the remuneration policy of the proposal: The ordinary general meeting approves the remuneration policy as mentioned in the annual report 2024. 6. Approval of the remuneration report of the financial year closed on 31 December proposal: The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2024. 7. Discharge to the board members for the financial year closed on 31 December proposal: The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2024. 8. Discharge to the auditor for the financial year closed on 31 December proposal: The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31 December 2024.9. Statutory nominations: 9a. Appointment of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent Director. The mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent board member ends. Proposal to appoint FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent board member for a period of 4 years. The Board has determined that FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, complies with all criteria required by the Companies and Associations Code and the Corporate Governance Code and thus can be considered as an independent board member . Resolution proposal: The ordinary general meeting appoints FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent board member for a period of 4 years. The mandate ends automatically, unless renewed, after the ordinary general meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee. of Mr F.-W. Hempel as board member . The mandate of Mr F.-W. Hempel ends. Proposal to appoint Mr F.-W. Hempel as board member for a period of 4 years. Resolution proposal: The ordinary general meeting appoints Mr F.-W. Hempel, as board member for a period of 4 years. The mandate ends automatically, unless renewed, after the ordinary general meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee. 9c. Appointment of Mr Léonard Hempel as board member . Proposal to appoint Mr Léonard Hempel as board member for a period of 4 years. Resolution proposal: The ordinary general meeting appoints Mr Léonard Hempel, as board member for a period of 4 years. The mandate ends automatically, unless renewed, after the ordinary general meeting held in 2029. The mandate is remunerated according to the articles of association, the remuneration policy and the remuneration report. For 2025, the director's remuneration amounts to € 48,000; participation in committees is remunerated at € 1,750/committee. Please note that you are required to comply with the following conditions and requirements: CONDITIONS OF ADMISSIONOnly the person who is an official shareholder on the registration date (Wednesday 14 May 2025 at 12 p.m.) either by means of a registration in the Company's register of shares or by means of a registration on the accounts of the recognised account holders or clearing institution – are admitted to the ordinary general meeting, irrespective of the number of shares in his possession on the date of the ordinary general meeting. Furthermore, the shareholder confirms his participation to the ordinary general meeting ultimately on Thursday 22 May 2025 (4 p.m.). The shareholders are requested to provide their email address when registering: the holder of registered shares: in writing, preferably by email, to the company (see contact registered office); the holder of dematerialised shares: to Euroclear Belgium preferably by email: The recognised account holder, or the clearing institution issues the necessary certificate to the shareholder indicating the total number of dematerialised shares, respectively delivered or registered in his name in his account on the registration date, with which the shareholder wants to participate in this general meeting. ADD ITEMS TO THE AGENDAOne or more shareholders holding together at least 3% of the share capital may add items to the agenda of this general meeting and submit resolution proposals relating to topics already included or to be included on the agenda. These requests must be addressed to the Company (see contact registered office) ultimately on Tuesday 6 May 2025. The shareholders who exercise this right must: prove that on the date of their request, they possess the required percentage of the share capital (by a certificate of registration of the registered shares in the Company's register of shares or by a certificate issued by a recognised account holder or clearing institute indicating that the respective number of dematerialised shares are registered in their name in an account) and; prove that on the registration date they are still shareholder holding together at least 3% of the share capital. When appropriate, the revised agenda and adjusted form to vote by proxy will be made public on the website ultimately on 13 May 2025. Nevertheless, the proxies received by the Company prior to the publication of the revised agenda, remain valid for the items mentioned on the agenda. Exceptionally contradictory to the above mentioned, the proxy holder can - in compliance with article 7:130 of the Code on Companies and Associations - during this general meeting, deviate from possible instructions of the proxy principal, for items mentioned on the agenda, for which new resolutions were submitted, if the execution of these instructions could damage the interest of the proxy principal. The proxy holder has to inform the proxy principal in this case. The proxy should mention whether the proxy holder is entitled to vote on new items put on the agenda or whether he has to abstain from them. RIGHT TO ASK QUESTIONS Pursuant to the Code on Companies and Associations and under certain conditions, the shareholders can submit questions in writing, prior this general meeting, to the board of directors or the auditor regarding their report or items mentioned on the agenda. These questions will be handled during this general meeting if the shareholder complies with the participation formalities and as far as the communication of information or facts does not prejudice Campine nv's business interests nor the confidentiality to which Campine nv, its board of directors or auditor have committed questions can be submitted in writing or per email beforehand to the company (see contact registered office ultimately on Thursday 22 May 2025 (4 p.m.). VOTING BY PROXYEach shareholder who wants to be represented has to comply with the above mentioned registration and confirmation of participation procedures. Each shareholder who complies with the formalities for admission to this general meeting provided for by the law and the company's articles of association may designate one person, preferably Ms Karin Leysen, company secretary, - to represent him at this general meeting in accordance with the Code on Companies and Associations by means of the form to vote by proxy which can be found on the website and is available on request (see contact information). Every appointment of a proxy holder has to be made in compliance with Belgian legislation, especially regarding conflict of interest and the register keeping. The notification of the appointment of a proxy holder must be received ultimately on Thursday 22 May 2025 (4 p.m.) -in writing or by electronic means to the company (see contact registered office) or to Euroclear Belgium: preferably by email: FORMALITIESThe documents to be presented to this general meeting are available on the website information/general meetings and financial publications): the annual financial report as of today, the other documents as of Friday 25 April 2025 or can be consulted at the registered office and are also available – free of charge – on request to the registered office. Contact registered officeCampine nv, Nijverheidsstraat 2, 2340 Beerse, Karin Leysen: tel: 014/60 15 49 Attachments Decision to appoint FLG invitation gav proxy gavSign in to access your portfolio
