boards King IV TM update Leadership, Ethics and Corporate Citizenship

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1 5 Insights for boards King IV TM update Leadership, Ethics and Corporate Citizenship 1

2 The draft King IV TM (King IV) was released on 15 March (available at resmgr/king_iv/king_iv_report_draft.pdf) Various local and international developments in corporate governance, including in relation to integrated thinking and integrated reporting, remuneration, development of board roles and responsibilities and related board structures, and stakeholder engagement practices have prompted the need to update King III. King IV TM is open for comment until 15 May Any individual or organisation can submit comments using the electronic portal on the Institute of Directors in Southern Africa s website ( 2

3 1 What is King IV TM proposing regarding leadership, ethics and corporate citizenship? King IV TM reinforces King III s 1 emphasis on ethical leadership as the foundation of good corporate governance, and the ethical attributes of responsibility, accountability, fairness and transparency. It also clarifies that ethical leadership in governance is exercised alongside the established legal duties of members of the governing body. To ensure clarity and common understanding of the terms used, King IV TM includes explanations of the attributes of ethical leadership (as does King III), and introduces revised definitions of the terms responsibility and accountability. An important new focus in King IV TM is adoption of an outcomes-based approach to the organisation s achievement of the governance principles. This is done with a view to making the principles more practical and achievable, and also more focused on achieving identified outcomes, and the desired impact. Illustrating this approach in relation to the governing body s responsibility for ethical and effective leadership, King IV TM guides deployment of a governing body s responsibilities towards achieving the outcome of maintaining an ethical culture. In King IV TM the following principles (carried over intact from King III) are of key importance: Ethical Leadership Principle 1.1 The governing body should set the tone and lead ethically and effectively Organisation Values, Ethics and Culture Principle 1.2 The governing body should ensure that the organisation s ethics is managed effectively Responsible Corporate Citizenship Principle 1.3 The governing body should ensure that the organisation is a responsible corporate citizen. As custodian of corporate governance in the organisation, the governing body is expected to play a key role in the governance of ethics, i.e. ensuring the management of ethics in the organisation results in an ethical culture. King IV TM re-emphasizes that good ethics is the foundation of good business, and that the cost of failure to manage ethics is high, including through consequential impairment of reputation and intellectual capital. 1 King Report on Governance for South Africa

4 King IV TM also devotes significant space to explaining its underpinning philosophies these are not a significant departure from those contained in King III, but rather a further refining of the key philosophies that underpin King IV TM. These include: The organisation as an integral part of society. Corporate citizenship the status of the organisation in society. The governance response to sustainable development. Stakeholder inclusivity and responsiveness. 2 What are the key areas of difference from King III? Recommended Practices on Ethical Leadership King IV TM sets out six ethical attributes that guide ethical leadership (Principle 1.1), both for the governing body as a collective and for its members as individuals. In addition, it explains how they ought to be realised in context of managing the behaviours and actions of the board and its members. Independence Inclusivity Competence Diligence Being sufficiently informed to be able to discharge governance responsibilities and duties Courage 4

5 Recommended Practices on Governance of Ethics While King IV TM largely echoes King III on the governance of ethics, King IV TM drives the application of the outcomes-based approach to ensure the organisation s ethics will be managed effectively (Principle 1.2). This offers the prospect that the organisation will achieve the intended outcome i.e. an ethical culture. Further, the governing body s ethical leadership of the organisation is expected to have a pervasive effect by being evidenced in the organisation s strategy, policy and processes, oversight and disclosure responsibilities. Recommended Practices on Responsible Corporate Citizenship An organisation s commitment to corporate responsibility and its contributions as a corporate citizen in broader society, are manifested through the organisation s decisions, actions, and impacts on its stakeholders and on the natural environment. Various standards and frameworks are available to guide organisations in their commitment to being responsible corporate citizens. Examples are: the UN Global Compact, the OECD Guidelines for Multinational Enterprises and the GRI G4 Sustainability Reporting Guidelines. Recommended practices in King IV TM include a set of corporate citizenship considerations that all organisations may adopt in striving to ensure that the organisation is a responsible corporate citizen (Principle 1.3). This is helpful guidance for smaller entities and unincorporated entities applying King IV TM. The Glossary of Terms includes definitions of the terms culture, ethics and values. Recommended Practices on the Social and Ethics Committee King IV TM addresses the more recent development of social and ethics committees for companies, mandated for certain types of companies by the Companies Act, It recommends that all organisations should consider establishing such a committee as a matter of good practice (or a mechanism that would achieve the aims of such a committee). King IV TM explains that it draws on recent experience of the legal requirement for use of social and ethics committees, to consider how these committees might be integrated with broader governance structures. By illustration, King IV TM views the social and ethics committee as the appropriate vehicle for upholding, monitoring and reporting on organisational ethics, responsible corporate citizenship, sustainable development and stakeholder inclusivity. King IV TM underlines the wider responsibility of organisations and their governing bodies to ensure that the intended outcomes and impact are achieved by the organisation, and that implementation of the code is not merely a compliance box-ticking exercise. Available at: Available at: Available at: 5

6 3 How will these King IV TM proposals affect your organisation and its governing body? King IV TM further clarifies the ethics of governance and the governance of ethics and emphasizes that the governing body needs to ensure that both are in place within the organisation, and are part of its governance. Further, as the concept of corporate citizenship grows in importance, King IV TM clearly signals its importance for all organisations, not only corporate entities. 4 What are the main benefits of these proposals? A key benefit of the restructured code is its accessibility and wider applicability to a variety of organisations. The focus is placed on achieving the KING IV TM principles in order to realise specific targeted outcomes, with the desired overall impact being improved corporate responsibility. Importantly however, the governing body has flexibility in selecting the practices that it believes will result in achievement of the Principles addressing leadership, ethics and corporate citizenship. This is an important clarification for organisations that have not hitherto applied the King Report and the King Code. 6

7 5 What questions should the governing body be asking/considering in relation to King IV TM? How does the governing body as a whole, and also the individual members, encourage and support ethical leadership practices, including independence, inclusivity, competence, diligence, being informed and having courage? Does the governing body undertake periodic culture assessments as a means of promoting coherence, trust and common values between its members, and healthy governance body decision-making and performance? How does the governing body hold itself to account for ethical governance? How well does the governing body give attention to setting the tone at the top to ensure an ethical culture throughout the organisation? Is the organisation s ethics managed effectively? Are there structures in place to give effect to the organisation s ethics, values and norms, including safe reporting/whistleblowing mechanisms as well as appropriate oversight and resources for ethics management? How effectively does the organisation promote adherence to its ethical values and norms throughout its supply chain? Are processes in place to monitor and assess that the entities/individuals in the organisation s supply chain operate ethically and responsibly, including imposition of remedial actions and/or sanctions when any breaches or non-compliance occur(s)? EY governance specialists are able to assist you in responding to the IODSA and the King Committee on the King IV TM. We can assist your organisation with its assessment of board culture, leadership, ethics and corporate citizenship systems and processes, as well as its disclosure and reporting practices. 7

8 8

9 Financial Accounting Advisory Services (FAAS) Volume 5 Issue 2 Providing insight and analysis for business professionals A legacy for a stronger future Cross-industry innovation Fraud and corruption the easy option for growth? Europe, Middle East, India and Africa Fraud Survey 2015 Want to learn more? We want to hear from you Contact us today to set up a King IV TM briefing session with your board. Financial Accounting Advisory Services (FAAS) Name: Joanne Henstock Title: Governance and Integrated Reporting Leader Tel: Mobile: joanne.henstock@za.ey.com Are you prepared for corporate Connected reporting Responding to complexity and reporting s rising stakeholder demands perfect storm? Why trusted relationships, innovative technology and world-class talent matter Name: Thomas van Viegen Title: Associate Director Tel: thomas.vanviegen@za.ey.com Overcoming compliance fatigue Reinforcing the commitment to ethical growth 13th Global Fraud Survey Powerful adaptability Ethical leadership A view beyond the horizon 9

10 EY Governance, Integrated Reporting and Sustainability Services Governance Designing board structures Board inductions Board effectiveness Board culture assessments Review of risk governance effectiveness Alignment of risk and monitoring systems Integrated governance reporting Application of governance requirements/best practices in the sector context Governance of Remuneration Advice on developing the organisation s strategy-remuneration chain; the remuneration philosophy and related remuneration policy to achieve alignment between pay and performance; the organisation s performance measures linked to total value creation Review of remuneration disclosure in the integrated annual report Assessing compliance with statutory disclosure requirements for remuneration in the annual report. Integrated Reporting Excellence in Integrated Reporting Awards On-site briefings on the International Integrated Reporting Council s <IR> Framework and on applying the Framework <IR> benchmark reports Gap analysis against GRI G4 Guidelines, IIRC Framework and local and international best practice and peers Facilitation of the materiality determination process Assistance with writing sustainability or integrated reports Assistance with design of processes and systems to support implementation of integrated assurance Bespoke training and development Sustainability Advice on design of reporting and reporting systems to communicate value creation in the triple context (King IV) Assistance with KPI identification and design, and systems design to support KPI reporting Assurance reports for non-financial information reporting in the sustainability report or the integrated report Policy advice on sustainable development Stakeholder relationship management and engagement Advice on application of stakeholder engagement frameworks Design of stakeholder communications policy and related processes Facilitation for implementation of stakeholder engagement framework (policy, process and procedures) 10

11 11

12 EY Assurance Tax Transactions Advisory About EY EY is a global leader in assurance, tax, transaction and advisory services. The insights and quality services we deliver help build trust and confidence in the capital markets and in economies the world over. We develop outstanding leaders who team to deliver on our promises to all of our stakeholders. In so doing, we play a critical role in building a better working world for our people, for our clients and for our communities. EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. Ernst & Young Global Limited, a UK company limited by guarantee, does not provide services to clients. For more information about our organization, please visit ey.com EYGM Limited. All Rights Reserved Creative Services ref Artwork by Steven Robertson ED no. NONE This material has been prepared for general informational purposes only and is not intended to be relied upon as accounting, tax, or other professional advice. Please refer to your advisors for specific advice. linkd.in/15wltox eyabs@za.ey.com ey.com/za/kingiv 12

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