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A FRESH PERSPECTIVE ON CORPORATE GOVERNANCE



                    Cathie Lewis, Earth   friend, or your worst enemy. The   Covid-19 pandemic starkly brought  He also apologised unreservedly   Know what the conversation
                     Energy           golden rule is to find the sweet   to the fore the underlying ethics   to all those employees who had   should be
                                      spot in the middle where there   and morals of companies in the   been affected by the culture and   Good leadership knows what
                                      is enough governance without it   way they treated their stakeholders.  thanked the employees for the   the salient aspects of the company
                            ing IV    becoming stifling and counter to                            willingness to come forward and
                            defines   what the company set out to do in   It is common cause that the   share their stories and experiences.   are, whether internally within
                      Kcorporate      the first place. Governance should   culture and ethics of a company   The eight-month study resulted   the company (on a micro level),
                    governance as     be an enabler and driver of   are driven from the top and   in shared experiences by more   or externally on a meso or macro
                      the exercise of   purpose and strategic objectives,   that the leadership sets the tone.   than 10 000 people, more than   level outside the company. The
                        ethical and   not a bureaucratic nightmare that   What kind of behaviour does   100 group listening sessions, 85   governing body should know and
                         effective    restricts innovation and progress.  the governing body actively   confidential individual listening   understand the material issues
                                                                                                                                affecting the company, its risks,
                         leadership                                 encourage? What behaviour does   sessions and nearly 140 individual   opportunities, and drivers. These
                         by the        Examples of best practice    it condone, or turn a blind eye   written submissions.      issues are not the same but may
               governing body towards   processes and systems include   to? Examples of toxic practices
        the achievement of the following   ISO standards, becoming a   and cultures come to mind. The   Knowledge is your friend  in many instances overlap. It is
                                                                                                                                not always obvious what these
        governance outcomes:          signatory to the United Nations   recent release of the review report   Part of good corporate governance
                                      Global Compact (UNGC),        highlighting gender discrimination                          issues may be, especially when
        ■   Ethical culture           becoming a member of industry   and abuse by Rio Tinto shook the   is knowing what information and   they are more long term and
        ■   Good performance          or sector associations and    corporate world. The review was   knowledge are required to get the   further removed from the direct
                                                                                                  job done. Make sure your employees
        ■   Effective control         commit to implement their best   conducted by former Australian   are empowered with information   operations of the company.
        ■   Legitimacy                practice guidelines.          Sex Discrimination Commissioner   and actionable knowledge. They   To start the conversation, or join
                                       External integrated reporting,   Elizabeth Broderick, and   need to know where and how to   an existing one, the governing
        What does that mean?                                        identified instances of bullying,                           body should have the required level
                                      linked to the company’s internal                            get the relevant information to
          At the heart of it, corporate   reporting assists with identifying   sexual harassment, racism and   use their skills and expertise to   of information and understanding
                                                                    other forms of discrimination
        governance deals with leadership.   and explaining the key issues   throughout Rio Tinto.   take good decisions in the best   of the specific issue. It is the
        How does the governing body   important to the company  that                              interest of the company and its   responsibility of management, and
        of the company or organisation   will enable the company to   Of interest was the leadership’s   stakeholders. If you have identified   in particular the company secretary
        lead, guide and set the direction to   achieve its strategic objectives.   response to the report. It chose   an information or knowledge gap,   or governance officer to ensure
        achieve the strategic objectives and   There are numerous integrated   to make the review report   address the issue through internal   that correct, complete, timeous
        outcomes the company wishes to   and sustainability reporting   publicly available, accepted   and external sources of information.   and decision-useful information
        achieve? King IV identifies four key   frameworks to consider, which can  all 26 recommendations and   If such information or knowledge   is provided to the governing body.
        outcomes, as set out above. It will                                                                                     However, the governing body is
        not be enough to just achieve one or                                                                                    also responsible to keep up to date
        two outcomes, but it is imperative                                                                                      with issues that may affect the
                                                                                                                                company, its business operations
        to achieve all four. In fact, these                                                                                     and stakeholders, whether directly
        outcomes are so intricately
        connected and interlinked, that the                                                                                     or indirectly.
        one cannot be achieved without the                                                                                       Examples of such conversations
        other*. These outcomes are part of                                                                                      would include serious global risks,
        the ecosystem of the company.                                                                                           including the Covid-19 pandemic
                                                                                                                                and its systemic socio-economic
        How to interpret corporate                                                                                              impacts, the recent unprovoked
        governance?                                                                                                             Russian invasion of the Ukraine,
          Corporate governance can be                                                                                           climate change, social incohesion,
        considered from many angles and                                                                                         inequality and poverty, especially
        perspectives. One such perspective                                                                                      in a country such as South
        is the dichotomous nature of                                                                                            Africa. Other issues include more
        corporate governance. It comprises                                                                                      regional, industry-specific and
        both tangible and intangible                                                                                            company-specific issues. The
        elements and characteristics.                                                                                           governing body should ensure that
                                                                                                                                these issues are incorporated into
        Tangible Elements                                                                                                       the strategy and operations of the
          The tangible portion deals with                                                                                       company as may be appropriate,
                                                                                                                                and reported to its stakeholders,
        the more visible, structural aspects   assist the company in integrating   committed to implement all of   is not present in the company, forge   where required.
        and primarily drive and enable the   Environmental, Social and   them. The company will focus on   partnerships or collaborations to
        outcomes of good performance                                                              fill the gap. Alternatively join an   Corporate governance is not
        and effective control. These   Governance (ESG) aspects into its   three specific aspects:  industry or sector association. In   rocket science – it is mostly
                                      strategy and business plan.
        would include the governance                                ■   The company’s leadership    the case of specialised information   common sense. However, for good
        hierarchy, roles, responsibilities,   Intangible Elements     committed to create a safe,    and knowledge, a company could   corporate governance to work
        processes, structures, standards,                             respectful and inclusive    partner with a university or relevant   in practice, it takes discipline,
        methodologies that companies use   The intangible relates to the     working environment to    tertiary institution.    dedication, commitment, a lot of
        to organise themselves towards   culture and ethics of the company     prevent harmful behaviours                       courage and tenacity and the will
        achieving their strategic objectives.   – “how we do things around     and better support the more    Efficient and effective information   to follow through, especially when
        Examples include how the      here” or “the vibe” and generally     vulnerable in the company.    flow within the company, and   faced with a difficult situation
        company’s decision-making forums   reflects the DNA of the company.     This includes focus on greater    externally with its stakeholders, are   when the right decision will require
                                                                                                  crucial to the proper functioning of
        and organs are structured to enable   An ethical culture is essential to     diversity.                                 some sacrifice. 
        effective and efficient decision-  create and maintain a company’s                        the company. Create information
        making. Who is accountable and   legitimacy, or its recognised   ■   Working on the safety and    and knowledge hubs within the   *For more information on King 4
        responsible for what? How is the   standing in society. It ensures its     inclusivity of the company’s    company and foster a culture of peer   please see page 16
                                                                                                  learning and sharing. Establishing
        divide between accountability and   social licence to operate and is     camp and village facilities.  self-organising Communities   E: cathie@earth-energy.co.za
        responsibility structured? How easy   closely related to its good name   ■   Enabling the ability for all    of Practice (CoP) is an excellent
        or difficult is it to communicate   and reputation. What is the level     people to point out    way of empowering employees to
        in the company? How effective or   of trust that the stakeholders have     unacceptable behaviours,    improve their innovative problem
        ineffective is information flow?   in the company? What are the     raising the flag when such    solving skills. At the end of the day
        What are the mechanisms in    types of relationships the company     instances occur and to receive    leadership wants employees who are
        place to ensure decisions taken are   has and fosters? Are mutually     support.          willing and able to take proactive
        implemented, and how effective is   respectful relationships important                    action and addressing problems in   SCAN
        the review and monitoring of the   to the company? How does the   The CEO, Jakob Stausholm   a more inclusive and collaborative   QR CODE
        implementation process?       company trade off the needs, wants   chose to take accountability                           TO SEE
                                      and expectations of its various   and responsibility for the toxic   way, which generally may result
          This is an area where corporate   stakeholders, especially under   culture of Rio Tinto and is   in quicker and more sustainable   VIDEO
        governance can become your best   times of pressure and stress? The   actively addressing the findings.   solutions.




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