Executive Remuneration as an Aspect of Corporate Governance under OHADA's Corporate System

Kelong, Richard William Ngwa (2009): Executive Remuneration as an Aspect of Corporate Governance under OHADA's Corporate System.

Abstract

With growing importance attached to the notion of executive remuneration, OHADA’s policy makers have also considered the concept as a fundamental element in any corporate governance system. In this regard, they have put in place a policy framework that regulates executive remuneration within OHADA’s corporate system to ensure that executive benefits are appropriate and lawful to enable directors remain objective in respect of their fiduciary duties towards the company. This paper discusses executive remuneration as an aspect of corporate governance under OHADA's corporate system. In doing so, the paper describes the executive remuneration policy under OHADA's corporate system and makes an appraisal of the abovementioned policy with the goal of stating its potential and limitation as well as proposing a reform that will guarantee its effectiveness as a mechanism in ensuring good corporate governance.

• Item Type: MPRA Paper
• Language: English
• Subjects: K - Law and Economics > K0 - General; K - Law and Economics > K2 - Regulation and Business Law > K22 - Business and Securities Law; G - Financial Economics > G3 - Corporate Finance and Governance > G34 - Mergers ; Acquisitions ; Restructuring ; Corporate Governance

References

Bibliography Basic Conditions of Employment Act 75 of 1997 (BCEA), available at http://www.info.gov.za/view/DownloadFileAction?id=70820 (last accessed 8 October 2012).

B Martor, N Pilkington, D S Sellers and S Thouvenot Business Law in Africa: OHADA and the Harmonisation Process, (2002, 1st Ed Kogan page, London) Combined Code of Corporate Governance available at http://www.ecgi.org/codes/documents/combined_code_final.pdf. (Last accessed 26 September 2012.) G P Miller, “Catastrophic Financial Failures: Enron and More” (2004) 89 Cornell L Rev

Guide to the King III Code of Corporate Governance, available at http://www.kpmg.com/ZA/en/IssuesAndInsights/ArticlesPublications/Tax-and-Legal-Publication(Last accessed 26 September 2012). H E Scholtz & A Smit, Executive remuneration and company performance for South African companies listed on the Alternative Exchange (AltX), (2012) Southern African Business Review Volume 16 Number 1.

J C Coffee, “What Caused Enron? A Capsule Social and Economic History of the 1990s” (2004) 89 Cornell L Rev 269

J G Hill, “Regulatory Responses to Global Corporate Scandals” (2005) 23 Wisconsin International L J

King Committee on Corporate Governance, the King Report on Corporate Governance for South Africa. (2002) Johannesburg: Institute of Directors of Southern Africa at 147, available at http://library.ufs.ac.za/dl/userfiles /documents/Information_ Resources/King II%Final%20doc.pdf (last accessed 21 September 2012).

K A Shefa, “Supervision and Control of Corporate Management. Cameroon and Germany. A Comparative Analysis”. (March 2009) ©Central European University at 57

Oxford Advanced Learner’s Dictionary available online at http://oald8.oxfordlearnersdictionaries.com/dictionary/salary. (last accessed 4 October 2012).

M Herawaty and Z Hoque “Disclosure in the annual reports of Australian government departments,” (2007) Journal of Accounting and Organizational Change 13 (2).

N Ulrich “ Disclosure Of Executive Remuneration As A Corporate Governance control Measure In South African Listed Companies” (October 2010) Submission in accordance with the requirement of the Degree of Doctor of Leadership, University of South Africa at 137

R Phiyega “Remuneration Observations: SOE and Public Office Bearers”, (2011) SARA, available at http://www.sara.co.za/sara/file%20storage/Documents/Riah%20Phiyega.pdf.(last accessed 28 September 2012).

Sarbanes–Oxley Act of 2002, available at http://www.sec.gov/about/laws/soa2002.pdf. (Last accessed 26 September 2012)

South African Companies Act Government Gazette, Republic of South Africa Vol 526, No.71 (2008) available at http://www.info.gov.za/view/DownloadFileAction?id=98894. (last accessed 17 September 2012).

S Morgan, S Daley, D Benderly, K Reinholdtsein, Perkin Coie LLP “Executive Compensation Hand book: A practical Guide of the new SEC’s Rules” (Revised 2007) RR Donnelley at 9.

Uniform Act on Commercial Companies and Economic Interest Groups, available at ttp://www.ohada.com/actes-uniformes/98/uniform-act-relating-to-commercial-companies-and-economic-interest-group.html,(last accessed 28 September 2012)

V Cable, Executive Remuneration: discussion paper, (September 2011) Department for Business and Innovation Skills 1-45, available at http://www.bis.gov.uk/assets/biscore/business-law/docs/e/11-1287-executive-remuneration-discussion-paper.pdf. (Last accessed 26 September 2012).