African
Union
(i)
Describe the control maintaining or enhancing mechanisms that exist for the organisations listed
in Objective 1, Questions 1 to 3, such as but not limited to provisions in the articles, pyramid
structures, shareowners agreements, voting right ceilings, non-voting preferred shares, golden
shares and ownership ceilings
Provisions in the articles can sometimes require government to maintain controlling interests
in companies after privatizations.
Pyramid structures occur when a family or a company controls a company that in turn holds
a controlling interest in another company. This process can be repeated a number of
times.
Shareholder agreements can include both formal and informal shareholder alliances.
Voting right ceilings involve a restriction prohibiting shareowners from voting above a
certain threshold, irrespective of the number of voting shares they hold. Voting right
ceilings can be expressed as a percentage of all outstanding voting rights (e.g. when no
shareowner may vote for more than 3% of the company‟s registered share capital) or as a
percentage of all votes cast at a general meeting.
Non-voting preferred shares are shares that have no voting rights but have a preferential
(higher or guaranteed) dividend.
Golden shares are priority shares issued for the benefit of government bodies,. They confer
special rights used by national or local governments or government controlled vehicles to
maintain control in privatized companies by granting them rights that go beyond those
associated with normal shareholdings. They enable governments to block takeovers, limit
voting rights and/or veto management decisions.
(ii)
Describe any specific measures taken to prevent the use of any of the mechanisms in (i) above.
QUESTION 3: To what extent does the corporate governance framework in your
country protect the rights of stakeholders?
INDICATORS
(i)
Prepare a schedule setting out the different types of stakeholders for the different types of
organizations listed in objective one above, the rights they possess and the relevant laws,
regulations, voluntary codes etc. conferring these rights, indicating differences between the
sectors
(ii)
Describe any additional mechanisms that are in place in your country that allow stakeholders to
seek redress in case of violation of their rights
(iii)
Describe the extent of compliance with the laws and regulations listed in (i) above and the
enforcement mechanisms in place to ensure compliance with them.
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