Hardly a year passes without new scandals or controversies related to corporate governance. In the US, a wide-ranging scandal relating to stock options has gained in intensity over the past year.

A high-profile case involving Canadian media owner Conrad Black will also reach the courts in the US this year. Black has been accused of abuse of office and of using company resources to enrich himself.

The recent controversy at the World Bank, involving Paul Wolfowitz, has also shown that governance and related ethical issues can be used to remove an individual who may have failed to gain the confidence of stakeholders for other reasons.

In SA, there may have been fewer controversies involving companies or individuals in recent months, though domestic events and trends remain closely linked to the global governance environment.

Important local developments include the publication of the Companies Amendment Bill, which will set a new legal background; the growth of sustainability reporting and the increased emphasis this topic is given by company boards; the continuing focus on directors' pay; and the fashion for private equity deals and delistings of publicly held companies, which has implications for transparency and accountability.

The Companies Bill adds flexibility in areas such as the form of shareholder meetings, the exercise of proxy rights and the standards for adoption of resolutions. It avoids an explicit code covering standards for directors' conduct but introduces new rules in the form of a codified regime of directors' duties. Liabilities of directors and company executives are clarified.

To improve accountability, the draft proposed that it will be an offence, punishable by a fine or up to 10 years' jail, for a director to agree to a false or misleading financial statement, or to be reckless in the conduct of a company's business.

Changes in the act's requirements relating to company reporting require that financial statements contain details of pay received by directors and managers.

Directors' and executives' pay tends to attract considerable attention in the media, though interest may have waned since the early years after the JSE made it a listing requirement - from 2001 - for listed companies to disclose details.

A principle now seems to have been accepted that a growing economy and an equities bull market will lead naturally to strikingly large and rising remuneration benefits, particularly in bonuses and stock options.

With company earnings still rising strongly in most sectors, the beneficiaries of these pay packages usually do well almost regardless of their company's internal performance, or its performance relative to its rivals.

For the key executive directors of larger listed companies, total annual pay packages of more than R5m are common and often are given little explanation in annual reports.

The implication is that shareholders should simply accept that remuneration committees and other board members have applied their minds sufficiently and fairly.

The CE and other executives will play a strong role in setting a company's culture and values. But the checks and balances in the system are important too. Much will depend also on the stance taken by the chairman and other nonexecutive directors.

Many directors sit on the boards of numerous listed companies. The accompanying table lists 28 individuals (almost all men) who are directors of five or more of these companies. Many more are on three or four different boards.

There are important advantages in a system of multiple directorships. It can help companies to make best use of a limited pool of resources. Experience and ideas can be spread across different sectors.

It can also enable companies to draw on skills and knowledge held by senior directors or management who have retired from running companies.

The disadvantage is that some directors may find multiple directorships require them to spread their time and attention too thinly between companies.

The table is little changed from last year's. David Nurek has the most directorships, at 11, down from last year's 12. Nurek indicated recently he may withdraw from the boards of the JCI group companies. That would reduce his directorships to nine, though they would include large groups such as Pick 'n Pay and Foschini.

The next three on the list, Len Konar, Martin Shaw and Phillip Vallet, each sit on eight boards. Konar has long been a professional director. Shaw is among several on this list who retired as senior partners or directors at big five accounting firms.

Others in this group include Colin Brayshaw and Peter Wilmot. All on the list have special expertise and often sit on board committees.

Most media coverage of corporate governance issues, of course, relates to publicly held listed companies. Governance of organisations in the public sector may get less attention than it deserves.

Recent reports suggest the multiple directorships of listed companies shown in the table may be conservative when compared with the number of directorships held by some board members of enterprises such as SAA, Eskom and Denel.