Question
Section 76 of South Africas Companies Act, No. 71 of 2008, deals with Standards of Directors Conduct. Subsection 3 requires directors to exercise their powers
Section 76 of South Africas Companies Act, No. 71 of 2008, deals with Standards of Directors Conduct. Subsection 3 requires directors to exercise their powers and perform their functions: In good faith and for a proper purpose; In the best interests of the company; and With a reasonable degree of care, skill and diligence. Similarly, under the section dealing with Business Conduct and Ethics, principle 24.3 of the Nigerian Code of Corporate Governance, 2018, states that company directors: Should act honestly, in good faith and the best interests of the company in accordance with legal requirements and agreed ethical standards; and Owe a fiduciary duty to the company, together with a duty of care, skill, diligence and loyalty in fulfilling the functions of their offices and exercising the powers attached The term good faith comes from the Latin bona fide, and is not intended to mean a narrow, legalistic view of the law in general and corporate governance in particular, but rather implies a genuine attempt to fulfil the spirit of the law. 1. After the scandal you chose above was exposed in public, suppose the board of the company instituted a shake-up to try and turn the company around and salvage its reputation. One of their changes was to appoint you as a new director and ask you to identify the root causes of the scandal. How would you go about your task? In your response: Critically evaluate what mental intelligence means to you and how it would fit your management style; Explain the extent to which a combination of spiritual, emotional, and mental intelligence would be required for you to complete your root cause analysis properly; and Draw a fishbone diagram of the possible root causes and symptoms of the scandal.
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