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King II

Following large-scale corporate governance failures in the United States, the United Kingdom, and at home, the second King Code of Corporate Governance (King II) was released in 2002. King II included sections on risk management, the role of the board, sustainability, and the suggestion that companies create an internal audit charter.33 In a corporate context, "sustainability" was interpreted as a focus on "those non-financial aspects of corporate practice that . . . influence the enterprise's ability to survive and prosper in the communities within which it operates, and so ensure future value creation." Defined as the essence of corporate social responsibility, it means "the achievement of balanced and integrated economic, social, and environmental performance," or what is commonly called the "triple bottom line." The report clarified that these sustainability—or nonfinancial—issues should not and cannot be treated as secondary to established business mandates, noting, "It should also be pointed out that the reference to these issues as 'non-financial issues' is for ease of reference. There is no doubt . . . that these so-called non-financial issues have significant financial implications for a company."34

The concept of integrated reporting began to take shape in King II through the notion of an "integrated sustainability report." A chapter devoted to integrated sustainability reporting reviewed the stakeholder-inclusive model. The spirit of Ubuntu, an African values system, was suggested as a natural foundation for effective corporate governance. Reuel Khoza, Chairman of AKA Capital and The Nedbank Group and Chair of the Integrated Sustainability Reporting task team for King II, articulated the connection, saying, "The guiding principle of Ubuntu can be stated in one sentence:

'Ubuntungubuntu.' In English you can put it as, 'I am because you are, you are because we are.' We are interrelated beings, we operate best when we care about one another."35

As discussed above, King II linked a focus on sustainability to company survival over the long term. Thus, King II articulated relationships between good corporate governance and transparent reporting, transparent reporting and sustainability, and sustainability and corporate performance, especially over the long term. These elements remain at the center of the integrated reporting debate today.

In the years after King II was published, sustainability appeared with great frequency in the national dialogue. While still not enforced by legislation, key aspects of King II's code were further validated when the JSE developed a set of criteria to measure the "triple bottom line" performance of companies, making explicit reference to King II. The move to create a Sustainable Stock Index made South Africa both the first emerging market, and its stock exchange the first worldwide, to bring sustainability issues to the fore through a structured index. In 2008, the passage of the National Framework for Sustainable Development by the Cabinet of South Africa lent government support to the concept of sustainability.36

King III

Corporate governance visionaries, however, remained unsatisfied with the treatment of sustainability in King II, and King himself believed its placement of sustainability in an eponymous chapter had led companies to isolate it inappropriately from strategy and corporate governance. To underscore the importance of sustainability's integration into business strategy, the group revised the code to include the crucial recommendation that companies combine material financial and nonfinancial data in a single, integrated annual report. King I and II had already achieved the Committee's goal of placing South Africa at the vanguard of international corporate governance, and a third report would allow them to push the envelope again. Furthermore, changes in international governance trends, as well as the passing of the new Companies Act No. 71 of 2008, made a third report necessary.37 In 2009, the third King Code of Governance (King III) was released, and it was applicable from March 2010 onward.

Departing from King I and King II, King III changed from a "comply or explain" to an "apply or explain" approach in the effort to be more flexible in the application of its now 76 principles. That is, King III was applicable to all public, private, and nonprofit entities, but those entities could opt out voluntarily by explaining why some of those principles were not applicable to their operations. The principles-based approach, rather than a rules-based one, was intended to allow companies to adapt those principles to their own situation to allow for a much wider scope of interpretation than a "comply" or explain approach. Still, many felt it would hinder King Ill's success unless companies had active shareholders to force them to account for their behavior. Because the United Nations (UN)-backed Principles for Responsible Investment (PRI)38 believed there was not enough guidance in South Africa for institutional investors to behave as active asset owners, the King III Committee recommended the creation of a code according to which institutional investors should set their expectations in order to ensure companies apply the principles and suggested practices effectively.39

Structurally, the concept of integrated reporting developed in King III emphasized "a holistic and integrated representation of the company's performance in terms of both its finances and its sustainability" to be remarked upon annually in a single report.40 How to represent these elements was subsequently defined in explicit, if aspirational, terms.41 On a higher level, King III emphasized that integrated reporting was not just about year-end disclosure but integrating sustainable practices into company operations all the time—a phenomenon that has come to be referred to by many, including King, Roberts, and the IIRC, as "integrated thinking." This meant that the skill sets and responsibilities of audit committees would need to expand to account for nonfinancial considerations. Furthermore, emphasis was placed on "the principle of materiality, which links sustainability issues more closely to strategy, as well as the principle of considering a company's broader sustainability context."42 Although King III acknowledged the helpfulness of international frameworks and guidelines like Global Reporting Initiative's (GRI's) G3 Guidelines, it suggested that companies should also develop criteria based on their unique circumstances. King III also advocated independent assurance of sustainability reporting and disclosure.43 In recognition of the King Codes' pioneering nature, Kofi Anan, the Secretary-General of the UN, invited King to chair the UN Committee on Governance and Oversight.44 Shortly thereafter, the King Reports were translated into Japanese.45

Meanwhile, the IRC of SA,46 established in May of 2010, was created to develop integrated reporting guidelines for South African companies. In January 2011, its "Framework for Integrated Reporting and the Integrated Report Discussion Paper" (IRC of SA Discussion Paper)—the first attempt at integrated reporting codification—was released.

 
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