Voici un résumé des énoncés concernant l’importance à accorder aux parties prenantes dans le nouveau code de gouvernance en Afrique du Sud. Ce sont des questions qui sont de plus en plus abordées dans les discussions sur le traitement à accorder aux parties prenantes, autres que les actionnaires:
The Principles underlying King III’s Chapter 8, Managing Stakeholder Relationships are stated to be the following:
8.1. The board should take account of the legitimate interests of stakeholders in its decisions.
8.2. The company should proactively manage the relationships with its stakeholders.
8.3. The company should identify mechanisms and processes that promote enhanced levels of constructive stakeholder engagement.
8.4. The board should strive to achieve the correct balance between its various stakeholder groupings, in order to advance the interests of the company.
8.5. Companies should ensure the equitable treatment of shareholders.
8.6. Transparent and effective communication is important for building and maintaining relationships.
8.7 The board should promote mutual respect between the company and its stakeholders.
Voir le rapport au complet:
REPORT ON GOVERNANCE FOR SOUTH AFRICA (Rapport King III)
Dans sa rubrique Julie Garland McLellan : Director’s Dilemma nous propose un cas présentant une situation très particulière. Que doit faire Graham et pourquoi ?
Graham consulted to the national operations of a company that has grown over 20 years acquiring ‘non-family’ shareholders who account for 40% of the capital. The founder’s son owns 10% of the shares, heads an overseas division and is a director. The founder retains the remaining 50% and is a ‘passive’ investor.
Graham helped grow market share, revenue and profits. He was offered, and accepted, a board seat. Graham performed little due diligence as he knew the domestic operations well and they account for most of the activity.
Once on the board he discovered the overseas division is unprofitable and has been losing money for years. The salaries paid to staff in the division are above market rates. Market demographics and local regulations suggest the division will make losses even if costs are cut. Graham raised this at a board meeting and was told by the son of the founder that the long established strategy of ‘loss leadership’ for developing this market cannot be questioned or changed. The Chairman closed down the discussion asking for more information to allow informed discussion at the next meeting.
After the meeting the founder sent Graham an email stating that his son was exempt from board oversight and that he, as the major shareholder, was happy for the overseas division to operate at a loss. Discussions with senior staff alert Graham to the fact that the son does little other than attending occasional board meetings. The Chairman calls Graham and informs him that the major shareholder wants Graham to resign from the board.
What should Graham do?