King III: Under The Governance Tree

Alyson D’Oyley, Company Secretary, African Rainbow Minerals Limited

King III[1] came into effect on 1 March 2010 superseding King II.[2] The drafters of King III were convened by the Institute of Directors of Southern Africa to update governance guidelines in response to changing governance trends worldwide and the new Companies Act, 2008 (No. 71 of 2008), which was not in effect when this paper was written, but came into effect on 1 May 2011. Noting global developments, King III takes an integrated approach to sustainability and recommends the integration of social, environmental and economic issues to achieve integrated reporting and integrated performance. In addition to sustainability, King III endorses other emerging trends, including the increasing prominence of alternative dispute resolution as an element of good governance. King III supports a risk-based approach to internal audit, which requires the determination of the effectiveness of the systems of internal controls. King III introduces the requirement for shareholders to pass a non-binding vote advisory vote on a company’s remuneration policy, addresses business rescue and provides detail on information technology governance. This paper outlines the principal differences between King II and King III and describes emerging governance areas.

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South Africa Corporate Governance Mining May 2011 Vol. 4, No. 15, Spring 2011

Alyson D’Oyley

Alyson N D'Oyley, LL.B., LL.M. (cum laude), is the Company Secretary of African Rainbow Minerals Limited (ARM), a niche diversified South African mining company listed on the JSE Limited. Prior to joining ARM, Ms. D'Oyley was General Counsel & Corporate Secretary of TEAL Exploration & Mining Incorporated (TEAL), one of the first Toronto Stock Exchange/JSE dual-listed companies. She was part of the TEAL initial public offering team. TEAL focused on mineral resources exploration in sub-Saharan Africa. ARM and Vale SA took TEAL private in 2009. Previously, Ms. D'Oyley practised in the Toronto offices of Macleod Dixon and of Fasken Martineau DuMoulin (FMD). She was subsequently one of the founding lawyers of FMD's Johannesburg office. Ms. D'Oyley is called to the Bars of British Columbia (1996), Ontario (2000) and New York (2000).

African Rainbow Minerals Limited

African Rainbow Minerals Limited is a leading South African diversified mining and minerals company, with world-class, long-life, low-cost assets. ARM in its current form was created in 2004 to operate, develop, explore and hold significant interests in the South African and African mining industries. ARM's business model centres on forging mutually beneficial partnerships with major players in the resource sector.

South Africa Corporate Governance Mining May 2011 Vol. 4, No. 15, Spring 2011