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Corporate Governance Book Cover

Corporate Governance: An Essential Guide - 4th Edition

Courageous governance for a complex world

About the Book

Corporate Governance: An Essential Guide for Companies (4th Edition) maps the real landscape of governance as it is lived: in boardrooms, shareholder meetings, state-owned entities and through the lens of scandals and reform.

Structured as a journey, the book traverses the foundations of law and company structure to the frontiers of ethical leadership, executive pay, risk, and ESG. Written to be read, it rejects jargon and box-ticking, adopting a pragmatic, candid and critical voice that brings governance to life through real-world case studies and lessons learned.

This edition expands its reach with a global perspective, examining governance across more than 14 jurisdictions, and exploring the new terrain of disruptive governance — from AI and cybersecurity to digital oversight and accountability. It also incorporates the latest South African developments, including amendments to the Companies Act, King V and the 2025 JSE Listings Requirements.

Ultimately, the book calls for courageous governance — for boards and leaders prepared to confront hard truths, exercise judgement and uphold integrity in an age of complexity.

A Book that Comes to Life…

A world first, this edition introduces an AI-Augmented Governance Companion — a digital innovation that transforms how readers interact with governance knowledge.

Built on the book’s content and continually trained on leading global frameworks and legislation, this intelligent tool allows directors, board members and governance professionals to interact with Virtual Board Members to test judgement, explore dilemmas and apply governance principles to real-life challenges. It bridges theory and practice — bringing governance to life in a way that is both accessible and transformative and keeping the material alive long after publication.


Contents Preview

  • Foundations and Frameworks – Explores where corporate governance comes from and why it matters, tracing the evolution of law, accountability and purpose in the modern company. It compares the leading governance models and codes that shape board practice across 14 jurisdictions, setting the context for everything that follows.
  • Companies, Boards and Directors – Explores how companies are structured and governed, from private firms to new forms like Benefit Corporations and DAOs, and how the balance of executive and non-executive influence, independence and diversity shape effective board leadership.
  • Running the Company – Looks inside how companies actually work: the rhythm of meetings, committees, assurance, and the daily disciplines that turn principle into practice.
  • Contemporary Governance Challenges – Tackles today’s most pressing issues, including risk, sustainability, ethical leadership, executive pay and stakeholder capitalism. This part shows how governance today extends beyond compliance to conscience, and how it must be actively lived, measured and made to matter.
  • Disruptive Governance: Technology, AI & the Digital Boardroom – Examines how AI, cybersecurity and digital transformation are reshaping risk, accountability and decision-making, and how boards must govern technologies they may not fully understand — but remain responsible to govern.
  • South Africa in Focus – This part situates South Africa within the global governance landscape, examining the 2024 Companies Act amendments, King V and new JSE Listings Requirements. It explores the governance of state-owned entities, B-BBEE, corruption and whistleblowing, showing how law, ethics and accountability intersect in practice.
  • From Principles to Practice – This final part translates governance theory into actionable tools, offering practical frameworks, checklists and tools to help boards and executives apply the principles of King V, the JSE Listings Requirements and sound governance in everyday decision-making.

Who it’s for

  • Corporate Directors and Executives - for those charged with leading strategy, setting culture and ensuring accountability in complex organisations.
  • Business Leaders and Entrepreneurs - clarifying how sound governance strengthens purpose, resilience and long-term value creation.
  • Governance Practitioners and Company Secretaries - offering practical guidance, frameworks and tools to support boards, compliance and disclosure.
  • Students and Academics - providing a current, critical and comparative resource for governance, law and management studies.
  • Policy Makers and Regulators - distilling emerging trends and global best practice to inform rule-making, supervision and reform.

What others are saying

"This 4th edition takes governance beyond compliance and beyond borders. It places South Africa firmly within a global conversation, while confronting the frontiers boards everywhere must face — ESG, AI, shareholder activism, and the erosion of trust. What makes this work stand out is its candor: governance is not treated as paperwork or procedure, but as the discipline of how power, decisions, and accountability are exercised at the top. For directors, it is both a challenge and a guide. Good governance protects value — but great governance creates it."
Mary Francia
Global Board Advisor and CEO, Serowires
"A timely and insightful exploration of corporate governance, this book offers a clear and rigorous analysis of the principles, challenges, and evolving practices shaping boardrooms today, from a global perspective with comparative analysis and practical case studies. Essential reading for students, scholars, and professionals seeking a deeper understanding of responsible and effective corporate leadership. I enjoyed reading this book!"
Irene-marie Esser FAcSS
Professor of Corporate Law and Governance, University of Glasgow, UK
"In the relentless fight for good governance, theory is a luxury; practical, actionable tools are essential. Ramani Naidoo delivers precisely that. This book cuts through the jargon and provides a clear, no-nonsense roadmap for directors and executives. It's a vital read for any leader who is serious about their duties in today's complex world."
Alec Hogg
Media Entrepreneur, Broadcaster & Founder of BizNews.com
"Drawing on decades of boardroom experience, Ramani Naidoo cuts through complexity with clarity and authority. From Steinhoff and Wirecard to FTX and Boeing, her case studies vividly illustrate governance failures and successes, urging leaders to confront tough realities with courage. Speaking directly to directors and executives determined to lead with integrity, this 4th edition covers AI, ESG and shareholder activism, and is essential reading for boards, state bodies and business schools alike."
Terry Booysen
CEO CGF Research Institute (Pty) Ltd
"Ramani's book is a remarkable achievement laying out the interwoven threads of corporate governance and lessons to be learned from corporate governance failures. A highly recommended resource for directors of all companies. "
Arthur Moloto
Former Chairman GEPF and South Africa Corporate Real Estate
"This new edition of Corporate Governance by Ramani Naidoo pulls no punches in its comprehensive exposition of both local and global governance challenges. Given the overlay of multiple case studies of governance scandals, we have no hesitation in once again prescribing this excellent edition to our students."
Stephen Sadie
CEO, Chartered Governance institute of Southern Africa

About the Author

Corporate Governance Book Cover

Ramani Naidoo

Ramani Naidoo is a business leader, governance specialist, South African qualified lawyer and author with decades of experience spanning the law, corporate governance, boardroom practice and ethical leadership. She is currently a CEO and has served as a director of both listed and unlisted companies, as well as a company secretary - combining executive and boardroom experience across multiple industries with deep governance expertise. Her work in South Africa, where she is based, is complemented by business links with the UK, Mauritius and the US, giving her an international and practical perspective on the challenges of governance across diverse markets.
Now in its 4th edition, her widely used guide to corporate governance has established itself as an essential resource for directors, company secretaries, governance professionals and students seeking practical clarity in a complex and evolving field.

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About the contributor

Lionel Moyal

AI & Technology Governance

Lionel is the author of chapter 17 (Technology in the Digital Age) and chapter 18 (Governing AI). A technology leader and advocate for innovation, digital transformation and responsible AI, he brings deep expertise in technology strategy and AI governance.

Lionel holds a degree in Aeronautical Engineering and an MBA, combining technical depth with strategic insight in his work across the technology landscape. He is the founder of Combined Intelligence, a AI technology and governance advisory and creator of the AI Board Members and Book Companions available with this edition.

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