Governance in an umbrella fund space - what’s to come
On a positive note, the scaling up and size of an umbrella fund, should allow for increased governance resourcing i.e., a strong board with the necessary mix of skills, expertise and level of independence required to ensure adequate oversight. I suggest that the challenges, to a large extent, will be:
- the oversight of outsourced investment and administrative activities for the funds
- the proactive role needed to be played by board members, particularly in the area of conflict of interests by the service providers and where various funds are pooled, the board will need to ensure that the interests of the retirement fund are treated fairly amidst the potential co-competing interests of other investment vehicles and parallel funds managed by the same investment manager.
It is suggested that, inter alia, independent board members and a suitable conflicts of interests policy could assist to meet the challenges in these areas
How do we make sure we get the tangible governance outcomes vs. killing an organisation with too many controls?
Good corporate governance is not about excessive controls, i.e. too much conformance at the expense of the performance of an organisation. King IV has been developed to promote good corporate governance as integral to running an organisation and delivering governance outcomes such as an ethical culture, good performance, effective control and legitimacy on the basis of high-level principles applicable to all types of organisations across a variety of sectors. King IV will further reinforce good corporate governance as a holistic and interrelated set of arrangements to be understood and implemented in an integrated manner on a qualitative rather than a quantitative basis, with a high degree of transparency, thus ensuring substance over form.
Similar to audit firm rotations, how often do u believe board members of listed cos, particularly chairperson, should "rotate"?
The board should put in place a programme for periodic, staggered rotation of its members to invigorate its capabilities by introducing members with new expertise and perspectives, while retaining valuable institutional knowledge, skills and experience and maintaining continuity. Typically, in terms of current practices, three terms of three years, i.e. nine years has been considered an appropriate period where a director should be rigorously reviewed from both an independence as well as a performance aspect. In respect of the Chairman, King III advocated an annual election of the Chairman. However this should be assessed in line with the needs of the organisation and could be for a period of, say, three years to ensure the necessary continuity. Such period should be stipulated in the MOI and or Board Charter.