Corporate Governance in Zimbabwe's Public Entities by Nomsa Jane Moyo

Author:Nomsa Jane Moyo [Moyo, Nomsa Jane]
Language: eng
Format: epub
Tags: Social Science, General, Ethnic Studies, African Studies
ISBN: 9781000555219
Google: ujdQEAAAQBAJ
Publisher: Routledge
Published: 2022-02-01T04:17:33+00:00

Composition of the board

Generally, Australia has adopted the universally accepted principle that the board of an entity should be appropriately composed if it is to effectively perform its duties.131 The Acts establishing public entities require that boards of entities should be properly balanced in terms of qualifications and experience.132 It is also widely accepted that a board should be of a reasonable size to effectively carry out its obligations. Although the size of boards in Australia differs, the statutes creating public entities set limits. For example, the Defence Housing Australia Act and the Australian Postal Corporation Act limit the number of board members to nine including the chief executive officer.133 The Corporation Act sets the minimum number of directors for public companies to at least three directors, two of which must ordinarily reside in Australia.134

131 Principle 2 of the ASX CGC Corporate Governance Principles and Recommendations and para 2.7 of the GBE Guidelines.

132 Section 73 of the Australian Postal Corporation Act and section 14 of the Defence Housing Australia Act.

133 Section 12 and section 22, respectively.

134 See section 201 A(2) of the Corporations Act.

The GBE Guidelines and ASX CGC Corporate Governance Principles and Recommendations recommend that the board should be large enough to comprise of directors possessing an appropriate range of perspectives, skills, expertise, and diversity.135 In determining the size of the board, the responsible authorities should consider factors such as 'the size, complexity and risk of the entity's operations and the needs of the board, including the number of board committees that may be required'.136 Furthermore, the ASX CGC Corporate Governance Principles and Recommendations recommend that to promote objectivity, the majority of the board should be independent directors, the chair should be an independent director, and the roles of chairman and chief executive officer should not be exercised by the same individual.137 Similarly, the statutes constituting public entities provide for a board composed of a majority of non-executive directors with the chief executive officer being the only executive director.138

135 Principle 2 of the ASX CGC Corporate Governance Principles and Recommendations (2014) and para 2.7 of the GBE Guidelines.

136 Uhrig (2003) 96 and paras 2.7 and 2.13 of the GBE Guidelines.

137 Paras 2.4 & 2.7 of the GBE Guidelines and Principle 2 of the ASX CGC Corporate Governance Principles and Recommendations (2014).

138 Section 12 of the Defence Housing Australia Act and section 22 of the Australian Postal Corporation Act.

Australia's corporate governance framework requires that board appointment processes should observe government policy on promoting a governance culture that takes into account the need for gender equality in board structures.139 The ASX CGC recommends that an entity should develop a diversity policy, which requires the board or a relevant board committee 'to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity's progress in achieving them'.140 In addition, the AICD offers professional and career development mentoring programmes to 'assist women in obtaining board positions after completion, and allow aspiring female directors to form contacts in

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