Two years on the drawing board and the codification of SA corporate governance is ready for its third and most sophisticated incarnation: King 3.
Like its 2002 predecessor, King 2, this new version is the result of a recipe put together by 79 experts - mostly nonexecutive directors on the boards of JSE-listed companies, and led by former judge Mervyn King.
There are some interesting innovations, some indisputably best practice - others have been less than enthusiastically received. On the plus side, King 3 says "golden handshakes" shouldn't happen and nonexecutive directors shouldn't get share options (as King himself does on JD Group). Also under King 3, CEOs can't simply glide through the revolving door to become a company chairman (as Sasol's Pieter Cox did), but must wait for a one-year "cooling-off period".
Perhaps a bigger change for the corporate landscape is that the draft of King 3 says that the new rules will apply to all companies - not just JSE-listed giants as is currently the case.
More controversially, the draft of King 3 doesn't specify a time-limit for nonexecutive directors to serve on a board before they aren't considered "independent". The UK has such a limit, and governance experts such as Frater Asset Management have implored the King committee to reconsider including a limit in SA's new code.
As the UK-based Governance for Owners wrote to the King committee, "independence can also be impaired by long service, particularly if there has been little change in the board over that time [so] we would suggest that after 10 years' service a director no longer be deemed independent".
As this Top Companies report went to print, the King committee was considering the submissions it received during the "comment period", and has said there will be changes.
Quite how sweeping these alterations will be is still unclear. But what is clear is that King 3 will most certainly alter the way nonexecutive directors relate to the companies on whose boards they sit.
Though King 3 doesn't specifically say directors shouldn't sit on too many boards, it does say "the onus is on the individual director to determine whether he has the requisite capacity to make a meaningful contribution". When it comes to the chairman, King 3 says a chairman "should carefully consider the number of additional chairmanships that he holds in companies". But this has come in for criticism as being too weak.
In its submission to the King committee, Frater Asset Management suggested King 3 should include a clause saying that if "any director serves on more than five listed company boards, [shareholders] will require a motivation disclosed in the annual financial statements as to why the board is of the opinion that the retention of the director is in the best interests of the company".
This would be a sensible addition: many people have asked how someone sitting on 10 boards can afford to seriously consider the operational aspects of a company, let alone the legal minefield that goes with being a director.
But such a limit would affect many professional directors, as the table on page 111 shows.
Again, Vunani CEO Ethan Dube tops the list of directors who sit on the most company boards, with 11 directorships. But this is rather a function of the fact that Dube's company Vunani is a "designated adviser" of several AltX companies, and the JSE rules stipulate a representative of this adviser must sit on the board of a small company.
Though you would imagine Dube would be quite a wealthy man, this isn't the case - all the director's fees for these companies are paid to Vunani, which then pays Dube a salary.
In the list of kings of the boardroom, Dube is trailed only marginally by Investec's David Nurek who, like last year, sits on nine boards. Three people sit on eight: JB Magwaza, Len Konar and Remgro boss Thys Visser.
One might imagine that the additional responsibilities of shepherding a company through a financial crisis would mean directors cut back on the number of boards on which they sit. But this hasn't been the case. Last year, 10 people sat on six or more boards; this year, 14 people fall into this category.
But this could change, especially as the new Companies Act places more of a burden on nonexecutive directors to take responsibility for what happens at these firms. King 3 also stresses "director development", which should lead to more people being trained to do the job.
Already, nonexecutive directors are acting differently as a result of King 3. Konar, who helped construct King 3, this year forfeited share options he was granted as a nonexecutive director of JD Group and Steinhoff - in line with best practice.
Nonexecutive directors' fees are also coming under the spotlight. This year, for the first time in more than a decade, shareholders at technology company Spescom voted down proposed increases for nonexecutive directors. Overseas, this is happening more frequently: more than 60% of shareholders at oil giant Shell voted against the company's pay proposals - touted as a victory for shareholder activism.
This greater scrutiny of pay is accommodated in the draft of King 3, which says "companies must publish a remuneration report, setting out why directors are paid what they are, and put this to a shareholder vote".
As with Spescom and Shell, more SA companies can expect to face similar questions from shareholders over pay and strategy - especially as companies struggle to make profits amid a global recession.
This is some change. In decades gone by, a nonexecutive director position was often seen as a long service award entailing little responsibility: pitch up at four board meetings a year, eat the sandwiches and collect a handy fee.
But in an era of tighter credit, greater scrutiny by shareholders and a looming Companies Act that heaps more responsibility on the shoulders of nonexecutives, it's not the picnic it once was.
King 3, which will be launched on September 1, underscores this shift.