Chapter five: Corporate governance
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499.
Section 36 of the constitution of Lesotho mandates the country to protect the environment and the
country subscribes to international environmental conventions. They include the United Nations
(UN) Rio Declaration of 1992 (on Environment and Development) and the National Environmental
Action Plan (NEAP) of 1989. Lesotho also enacted a national Environment Act in 2001 and has a
National Environment Secretariat (NES). Nevertheless, the country continues to face a number of
environmental challenges that include pollution, urban sprawl and uncontrolled mining.
500.
With regard to the treatment of stakeholders by corporations, the CRM noted the inadequacies
of the antiquated Companies Act to provide up-to-date and wide protection of shareholder rights.
Competition, consumer protection, intellectual property and creditors’ rights either have weak and
antiquated legal frameworks or are not provided for by any statute.
501.
Lesotho has made efforts to combat corruption in both the public and private sectors. The best
known of these is the celebrated Lesotho Highlands case, which received global acclaim for a
number of reasons: the support of the government for a costly legal endeavour; the determination
and fortitude of the attorney general to proceed against a number of actors, which included
Basotho nationals and international agencies; and because it established the legal aspects of
corruption fully. In addition, Lesotho has introduced a number of measures and mechanisms to
tackle corruption. They include the Prevention of Corruption and Economic Offences (PCEO) Act
(1999), which is administered by the Directorate on Corruption and Economic Offences (DCEO).
Lesotho also has relevant legislation against money laundering. Corruption is nevertheless widely
viewed as prevalent, particularly in the public sector.
502.
Accountability of corporations, directors and officers is difficult to achieve in practice because of
inadequate legal and regulatory frameworks and enforcement agencies. According to the auditor
general’s report, many government ministries and state-owned enterprises (SOEs) are not up to
date with their accounts. This leads to qualified audit reports being issued. Some parastatals were
said to have gone for almost two years without boards of directors. Although there were marked
improvements in the appointment of board directors, stakeholders reported that more still needs
to be done to ensure that directors of SOEs are appointed timeously and on merit.
503.
Findings by the CRM revealed institutional inertia across all five objectives, including the standards
and codes. The Companies Act (1967, 1984 and 1989) has been undergoing amendments for more
than five years without being finalised. The same applies to the Land Act of 1979. This inertia
was also noted in the number of programmes initiated by the authorities that were not carried to
fruition. The One-Stop Shop (OSS), introduced to facilitate the registration of new businesses, can
still be regarded as work in progress. Although it is now possible to obtain a licence within five
days (previously 30 days were needed), the system still has inherent, stringent regulations, some of
which are subject to approval by different ministries. The issue of work permits was also reported
to be taking too long. Not only is the OSS still work in progress; so too is the establishment of a
national corporate governance regulating body and the proposed Institute of Directors. The team
perceived an unfortunate inclination by authorities to start new initiatives without driving them to
completion.
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