Editorial Comment: Corporate governance code was long overdue

IN the modern world most major businesses and all public enterprises are not run directly by their owners but rather, by outsiders hired or elected by the owners who are assumed to have the knowledge, power and time to hunt down and appoint the very best directors, managers, councillors, or officials to act on their behalf.

Sometimes this works.

There are top-class people adequately educated, following high professional and ethical values, and capable of making good decisions at the top of many enterprises.

But there are far too many people in the upper levels of enterprises who do not meet these standards. Some are simply not good enough, their cvs being better than reality. These can be weeded out fairly easily, and frequently are before they do too much damage.

Far more difficult to control are the competent people who are working for their own interests, not the interests of those for whom they are supposed to act. In theory there should be no conflict.

The interests of shareholders, directors and managers of a major company should be identical to create and maintain a viable, expanding and profitable enterprise and those running such companies should be rewarded for their successes.

In practice we have seen far too often directors or top managers abusing their positions to create personal fortune or manipulate the system to give themselves remuneration far in excess of what they deserve. And it is difficult to predict in advance just how good or bad a director might be.

Banks have failed because of “insider loans”, which can never be repaid.

Companies have been driven to the wall because those running them are more concerned about their own interests, not the common interests of all. We have seen the same in State entities and local authorities.

Oddly enough, a lot of the wrongdoing that goes on is not illegal.

Abuse of office may well be grounds for dismissal and can be grounds for civil lawsuits. But it is not a crime. And even many of dubious practices which could be criminal are very difficult to prove. Bribes, for example, are never offered in full daylight in front of witnesses.

This is why throughout the world, concerned groups have been drawing up codes of conduct for those in charge of other people’s affairs.

These set out very clearly what should be done and how it should be done. They provide a standard to measure performance.

Zimbabwe has now joined the countries with such codes. The new National Code on Corporate Governance was launched on Thursday by then Acting President Emmerson Mnangagwa.

It has taken almost six years to put together this code in a programme initiated by the Zimbabwe Leadership Forum, Institute of Directors Zimbabwe, and the Standards Association of Zimbabwe, all with the full backing of Government.

It will be a living code, subject to amendment and change as new circumstances arise.

The tricky part will be to get all to follow this code. And here Cde Mnangagwa did raise the need to amend the Companies Act to ensure that compliance with modern ethical standards is made mandatory.

But a code not backed by law is still very valuable. It provides standards that can be used to measure behaviour.

The honest can now follow a clear ethical track and force their fellows to do the same. Shareholders, including Government, can dump those unwilling or unable to follow agreed standards. And because these standards demand higher levels of transparency, wrongdoing can be detected earlier.

We now have clear standards. Let us all use them.

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