South Africa – King II – Report on Corporate Governance

South Africa – King II Report on Corporate Governance – 2002. Covering:

Introduction and Background

Code of Corporate Governance Practices and Conduct

Recommendations Requiring Statutory Amendment and Other Actions

Section 1 – Boards and Directors

Chapter 1 – Role and Function of the Board

Chapter 2 – Role and Function of the Chairperson

Chapter 3 – Role and Function of the Chief Executive Officer

Chapter 4 – Role of the Executive and Non-executive Director

Chapter 5 – Director Selection and Development

Chapter 6 – Board and Director Appraisal

Chapter 7 – Disqualification of Directors

Chapter 8 – Board Committees

Chapter 9 – The Business Judgement Rule

Chapter 10 – Role and Function of the Company Secretary

Section 2 – Risk Management

Chapter 1 – Introduction and Definition

Chapter 2 – Responsibility to Risk Management

Chapter 3 – Assimilating Risk to the Control Environment

Chapter 4 – Application of Risk Management

Section 3 – Internal Audit

Chapter 1 – Status of Internal Audit

Chapter 2 – Role and Function of Internal Audit

Chapter 3 – Scope of Internal Audit

Section 4 – Integrated Sustainability Reporting

Chapter 1 – Introduction and Scope of Review

Chapter 2 – Stakeholder Relations

Chapter 3 – Ethical Practices and Organisational Integrity

Chapter 4 – Safety, Health, and Environment (SHE)

Chapter 5 – Social Transformation Issues (IncludingBlack Economic Empowerment)

Chapter 6 – Human Capital

Section 5 – Accounting and Auditing

Chapter 1 – Auditing

Chapter 2 – Non-audit Services

Chapter 3 – Legal Backing for, and Monitoring of, Compliance with Accounting Standards

Chapter 4 – Information Technology

Chapter 5 – Accessibility of Financial Information

Section 6 – Compliance and Enforcement

Chapter 1 – Introduction

Chapter 2 – Legal Mechanisms

Chapter 3 – Enforcement of Existing Remedies

Chapter 4 – Principles of Disclosure

Chapter 5 – Role of the Media

Chapter 6 – Encouraging Shareholder Activism

Chapter 7 – The Role of Organised Business

Chapter 8 – Enforcement in Other Jurisdictions

Appendix I – Members of the King Committee on Corporate Governance and Management Committee

Appendix II – Terms of Reference of Review and Membership of Task Teams

Appendix III – Directors’ Legal Duties

Appendix IV – Board Self-Evaluation

Appendix V – Model Terms of Reference for Board Committees

Appendix VI – Sample Internal Audit Charter

Appendix VII – Risk Management and Internal Controls

Appendix VIII – Key Decisions in Developing a Code of Ethics

Appendix IX – United Nations Global Compact

Appendix X – The Global Sullivan Principles of Corporate Social Responsibility

Appendix XI – AA1000 Standard – Executive Summary

Appendix XII – Recommendations of the Global Reporting Initiative – Draft 2002

Appendix XIII – Select Bibliography

Appendix XIV – Useful Websites on Corporate Governance