In many respects, attitudes towards corporate governance have undergone a revolution in SA.
The second King report has been widely adopted, JSE listing regulations relating to governance have been tightened and directors' pay is disclosed. Until the King codes were issued and adopted, weak governance structures and poor disclosure contributed to lax controls, conflicts of interests, cronyism and other problems, based on the 30-year-old Companies Act.
Today nonexecutive directors form the majority of many listed company boards. Many (though perhaps not enough) nonexecutives are independent, based on the definition in King 2 .
But in some areas the change is less apparent. SA boardrooms, taken together, are still dominated by white males. A comprehensive list compiled by I-Net Bridge of 3 256 directorships of listed SA companies shows blacks hold only 590, or 18%, of these positions. An even smaller number, 251, or 8%, are held by females.
Governance pundits in SA and elsewhere have argued boardroom culture, and the values espoused and acted on by directors, is more important than rules and structure.
This is partly why SA, like the UK, has opted for a principles-based regulatory approach rather than the more legalistic stance taken in the US, through the Sarbanes-Oxley legislation .
Also interesting is the number of SA directors who serve on numerous boards. The accompanying table lists 39 people who serve on five or more boards of listed companies.
Five (Colin Brayshaw, Brian Connellan, Buddy Hawton, Len Konar and Martin Shaw) are each on eight boards. David Nurek heads the list, with 10 directorships. (For completeness, the table includes companies whose shares are suspended, such as the failed LeisureNet, of which Nurek is listed as a director).
Despite the emphasis now placed on the nonexecutive chairman's role in ensuring effective governance, many in the table chair several companies as well as holding other directorships.
Nurek is chairman of large companies such as Distell, Foschini and New Clicks. Mining magnate Roger Kebble is chairman of four: JCI, Randgold & Exploration, Simmer & Jack and Stilfontein (and a director of Western Areas). His son, Brett, is CE of JCI, Randgold & Exploration and Western Areas (and a director of Matodzi Resources and Stilfontein).
Black directorship is growing. The table lists seven blacks with five or more directorships, with Eric Molobi and Cyril Ramaphosa each holding seven. Both also hold several chairs. Ramaphosa chairs Bidvest, Johnnic and MTN; Molobi chairs Kagiso Media and Metropolitan Holdings and is deputy chairman of Imperial Holdings.
Saki Macozoma and Tokyo Sexwale are each on the boards of six companies; the latter chairs Mvelaphanda Group, Mvelaphanda Resources, Northam Platinum and Trans Hex.
The lone woman in this table is Elisabeth Bradley, who chairs the two listed companies with which her family has long been associated, Metair and Wesco, and is a director of four large groups: AngloGold Ashanti, Sasol, Standard Bank and Tongaat-Hulett.
Some are technical specialists who may be invaluable on audit and other committees. Before retiring, Brayshaw, Shaw, Peter Wilmot (five boards each) and Tom Wixley (on four boards), were senior partners or chairmen of leading accounting firms.
Some, such as Jan Nel and Carl Stein, are relatively low-profile but each serve on the boards of five smaller companies. There is also a group of specialists in the property sector, including Wolf Cesman, Arthur Hyatt and Stewart Shaw-Taylor.
Among the most prominent in the table are former or current senior directors of large groups. These include Leslie Boyd, Warren Clewlow, Robbie Williams and Connellan. All are retired from executive roles but offer depth of experience and are skilled at balancing roles.
In one sense, this list does show the change in SA's corporate control lines. A decade ago, it would have reflected the extensive cross-directorships in the mining houses and other conglomerates. Those have mostly disappeared.
Skills and experience carry a premium in boardrooms, particularly with the increased demand for nonexecutive and independent directors. However, the most important role nonexecutives can play is to monitor the executives - and appoint new ones where necessary. To do that effectively, they need to have time and knowledge, and avoid even a whiff of cronyism or conflicts of interest.
