Composition of the Governing Body

Building Balanced Boards for Objective and Effective Governance

Course Overview This specialized online course, based on the King V Code on Corporate Governance for South Africa by the Institute of Directors in South Africa, focuses on Principle 5, which ensures the governing body's composition supports balanced competencies, diversity, and independence. King V emphasizes integrated thinking to achieve governance outcomes such as ethical culture, performance, conformance, and legitimacy, incorporating philosophies like Ubuntu, stakeholder inclusivity, and sustainable development within economic, social, and environmental contexts.

Key Learning Objectives

• Understand Principle 5: The governing body's composition must enable objective discharge of roles through a mix of competencies, diversity (e.g., age, culture, race, gender), and independence, with a majority of independent non-executives and at least the CEO plus one executive.
• Explore composition practices, including promoting diversity, staggered rotations for continuity, succession planning, and delegation to nomination committees.
• Master nomination and election processes: Approve candidates collectively, conduct background checks, provide inductions, mentorship, and ongoing professional development.
• Address independence and conflicts: Require annual declarations, manage agenda conflicts, and holistically assess independence factors (e.g., financial ties, tenure over nine years).
• Examine chairperson roles: Elect an independent non-executive chairperson and appoint a lead independent for support; restrict CEO-chairperson duality and committee involvement.
• Integrate the Code's structure: Outcomes-based evaluation, scalable practices, and "apply and explain" disclosure for sector-wide proportionality.

Who Should Enroll? Board members, nomination committee participants, governance experts, and leaders in corporate, public, or non-profit sectors aiming to optimize board composition for enhanced decision-making and independence in South Africa.

Course Features

• Self-paced modules with case studies, simulations, and quizzes.
• Duration: 5-7 hours.
• Includes King V resources, composition templates, and certification from a renowned governance institute.
• Updated for 2025, with focus on diversity and independence assessments.

Benefits Develop strategies to create resilient, diverse boards that mitigate biases, foster innovation, and ensure ethical oversight. Enhance organizational legitimacy, risk management, and sustainable value creation through effective governance structures.