Separation of ownership and control in South African-listed companies

Abstract

This article tests the separation of ownership and control in South African-listed companies that leads to the divergence of interest between shareholders and directors. Where listed companies are owned by so many shareholders that their diffused shareholding results in negligible control over the directors who manage the assets of the company, it is likely that the directors will manage and direct the company to maximise their self-interest to the detriment of the interest of the shareholders. The separation of ownership and control and the maximisation of self-interest are central themes in the agency theory. Researching their validity in a South African context where the market is less liquid and the stock exchange is significantly smaller can add a valuable contribution to the continuing debate on corporate governance in the country.
The article analyses 186 listed South African companies using data extracted over four years to test whether there is separation of ownership and control and whether such separation leads to the maximisation of self-interest. Data were extracted for the years 2005 and 2006, using the shareholding in 2006 to determine control, and for the years 2009 and 2010, using the shareholding in 2010 to determine control. Directors’ remuneration as a percentage of assets was used as a proxy for the maximisation of directors’ interest, and profit attributable to shareholders as a percentage of assets was used as a proxy for the maximisation of shareholders’ interest. These proxies were used to test the impact of control during the two controlling periods, namely 2006 and 2010.
The article finds that the majority of listed companies in South Africa are controlled by a dominant shareholder. However, there are still a significant number of companies where the directors have de facto control. Contrary to the expectation that companies controlled by directors will aim to maximise directors’ remuneration, or companies controlled by shareholders will aim to maximise profit attributable to shareholders, this article finds the opposite to be true. This is possibly an indication that the controlling parties might consider factors other than their direct financial self-interest, or that there is an inherent cost associated with control.