QUESTION THREE
[32 mks]
Namene (PtY) Ltd. is a large chemical manufacturer. Due mainly to the size of the workforce and
its turnover, the company has a high public interest score. Evans Elago, the chief executive
officer of the company has called you as an expert in corporate governance, to a meeting to
clarify certain issues relating to corporate governance.
At the meeting Evans informed you that the company was coming under increasing pressure from
a number of sources, including one of the company's shareholders, a listed company, to adhere
to principles of corporate governance contained in King IV/NamCode on Corporate Governance.
He concluded by saying "I personally think this corporate governance codes are a load of rubbish;
we didn't have them 30 years ago and we don't need them now. But if there are superficial
changes, I can make to make to keep everyone happy, I'll think about it. Our responsibility is to
maximize profit for shareholders and not to spend them and do good causes".
Namene (PtY) Ltd. has always been a tightly run company. Evans Elago and his sons Elias and
Oscar together have held 45% of the shares in the company since its inception in 1985. In addition
to being shareholders, Evans Elago is the chairperson of the board and Elias and Adongo fill the
roles of financial director and production director respectively.
The Evans' influence has always ensured the appointment of executive directors of their choice
to fill the remaining two positions on the company's board, which are held by Jack Jones and
Charles Smith. Even Evans insist on the board of directors being totally committed to and involve
in the company. He demands that the directors work as a team to get the job done themselves
without "engaging outsiders and forming committees".
The company's basic operational and reporting philosophy is one of secrecy and minimum
disclosure. Evans Elago's reasons for adopting this philosophy are that in the highly competitive
chemical industry, Namene (Pty) Ltd has a record of being more successful and profitable than
any of its competitors. In his opinion, "the less information available to competitors and other
parties, the better the company is able to protect this competitive advantage and limit exposure
to groundless lawsuits and strikes by workers. As far as financial reporting goes, our policy has
been to follow the requirements of IFRSto the extent necessary to satisfy the auditors. We are
not interested in integrated reporting because our shareholders are simply not interested in
masses of other useless information".
You are required to:
a) Briefly discuss the points you would raise to explain to Evans Elago why codes of corporate
governance should not be regarded as a "load of rubbish". (10)
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