Power of Governance

REUEL J. KHOZA was Chairman of Eskom Holdings until August 2005, and is now Chairman of Nedbank Group, Aka Capital and is a director of several other companies. He is also President and a Fellow of the Institute of Directors. Dr Khoza served as a member of the King Committee on Corporate Governance in South Africa in 2002 and convened its task group on integrated sustainability reporting. He is author of Let Africa Lead: African Transformational Leadership for 21st Century Business. MOHAMED ADAM is Eskom's Corporate Counsel and Company Secretary. A lawyer by training, he practised as an attorney before joining Eskom as a legal adviser in 1991. He also served as Group International Manager and Legal Manager. Adam was appointed as Eskom's first company secretary when the state utility was converted into Eskom Holdings Ltd in 2002. That year he also served as co-ordinator of the King Committee task group on integrated sustainability reporting.Both authors were with Eskom through a period of intense restructuring and transformation. They were instrumental in putting in place the performance agreement with government as shareholder, and played a significant role in the conversion of Eskom into a company. Their unique experience makes this book an essential read for leaders and managers in public and private companies, and in government.

• Introduction PART ONE: THE POWER OF GOVERNANCE Why Corporate Governance Matters Hallmarks of Corporate Governance Leadership and Governance in State-Owned Enterprises The Legislative and Policy Framework in South Africa Financial Management and Governance PART TWO: ENHANCING THE PERFORMANCE OF STATE-OWNED ENTERPRISES Restructuring State-Owned Enterprises Appointing the Board of Directors Shareholder Performance Agreements Transparency and Reporting Public Procurement Conclusion Appendices

'... an excellent contribution to the never-ending governance debate.' - Mervyn E. King, SC Chairperson, King Committee on Corporate Governance'When the state remains an owner of commercial enterprises, improving their corporate governance must be a public policy priority. Based on the South African experience, this book reflects on the difficulties and challenges faced in improving governance practices in state-owned enterprises and provides a timely primer for managers, regulators and others interested in this critical subject.' - Mats Isaksson, Head of Corporate Affairs Division, Organization for Economic Cooperation and Development (OECD)'An important contribution to our understanding of governance and leadership of state-owned enterprises that provides a road map towards the improvement of corporate governance in state-owned enterprises in particular and corporations in general.' - Karugor Gatamah, Chief Executive Officer of the Centre for Corporate Governance and Secretariat for Pan African Corporate Governance Forum