Corporate Governance Failure: A Case Study of Steinhoff Saga

This essay analyzes the Steinhoff saga, one of the biggest cases of corporate fraud in South Africa, on the basis of four pillars of corporate governance. It discusses the poor corporate governance strategies adopted by Steinhoff that led to significant economic loss and derives business lessons from the mistakes made by the company in 2018.

Running head: CASE STUDY ANANLYSIS
Business Law
Name of the Student
Name of the University
Author Note

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Introduction
In this essay, one of the biggest cases of corporate fraud in South Africa, known as the
Steinhoff saga has been discussed along with its critical assessment (Naudé et al.,2018). The case
will be analyzed on the basis of four pillars of corporate governance which are as follows:
1. The regulatory framework of corporate governance of Steinhoff.
2. The Role of the Board of Directors.
3. The ethics and leadership behind corporate governance
4. Good corporate citizenship lesson learnt from the case study.
The aim of this case study is to analyze the poor corporate governance strategies adopted
by Steinhoff that had lead the institutional investors, business personalities as well as the
ordinary people to suffer from a significant economic loss. The aim of this case study is to derive
business lessons from the mistakes made by the Steinhoff in 2018. The Steinhoff saga is one of
the biggest corporate scams that South African business history has seen and it had caused a
sharp drop of the company’s share price in December 2017.
Discussion
Steinhoff was established in the year 1964 by Bruno Steinhoff in Germany. Bruno
Steinhoff brought furniture from European countries and sold them in Europe. In the year of
1997, he acquired around 35% of shares of a South African company named Gommagomma.
Then the company transferred its head office to South Africa in1998. In the year of 2005,
Steinhoff invested around 86 million pounds and took over Homestyle Group of UK. In 2011,
he spent around 1.2 billion dollar for the acquisition of Europe’s second largest retailer named

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Conforama. In 2015 December, Steinhoff International shifted its listing to the Frankfurt Stock
Exchange along with founding a company in Amsterdam, while the management of the company
was based in South Africa. In the same year, Steinhoff included Pepkor for $5.7 billion, a low
end South African retail investment holding company as a member of Steinhoff group. In 2016,
Steinhoff took-over Poundland for 610 million pounds, another retail chain of UK (BBC News
2019). Later in the same year, the company announced to purchase an American Mattress firm
after which the firm announced bankruptcy in October (Fortune 2019). Marcus Jooste, the CEO
of Steinhoff resigned after the company’s auditors did not sign on the audited financial reports
for there was certain accounting irregularities (Businesstech.co.za 2019). There are serious
allegations in context to fraudulent which are being investigated in Frankfurt under the German
official authorities. On Marcus Jooste's resignation the share price of the company fell down
drastically. After this episode a loan of 1.9 billion dollars were granted to Steinhoff by a number
of financial investors like Japanese Bank Nomura and few other U.S. financial institutions. The
Standing Committee on Finance of the Parliament of the Republic of South Africa along with
regulatory bodies, financial service board and the South African Reserve Bank started
investigation against Steinhoff (CNBC Africa 2019).
In the first section, the regulatory framework of Steinhoff's business model in respect of
corporate governance is analyzed. Corporate governance means the set of rules, regulations and
practices by which a corporate firm is administered, controlled and managed (McCahery, Sautner
and Starks, 2016). The skeleton of successful corporate governance comprises of accountability,
assurance, transparency, fairness, leadership, control and management of the stakeholders. The
aim of efficient corporate governance is the need of driving the company towards a better future
along with proper control. The tug-of-war between the performance and the moving provides the

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guidelines to analyze the governance system of a corporate. Apparently, like any other
scandalous enterprise, Steinhoff appeared to have complied with all the legal as well as with the
enlisted requirements in its various sections. This has created a sense of false reliability and
safety among the investors as well as the stakeholders. From the documents of the corporation
and its practice, a serious distinction is found. There lie discrepancies between facts and practice.
The second section of the case study would analyse the role of board of directors of the
company who seem to have failed to govern the company that is resulted to the massive financial
loss globally. Several areas like the structural issues of the board are the problems of the
composition of the board will be assessed, along with the fact that whether the board was
hoodwinked by a corrupt CEO (CNBC Africa 2019). In this part, the board structure of the
Scheinhoff Company is analyzed along with the role of Board of Directors. Mainly, the unitary
model and the two-tier model are the two types of board structures of a company (Block and
Gerstner, 2016). The Scheinhoff board structure is basically a two tier board system consisting of
management board (having 4 top executives) and a supervisory board (having 9 non-executive
directors). The main drawback of this type of board is the discrepancy and asymmetry between
both the boards. In other words, management board bears a lot of knowledge of business more
than the supervisory board. This may lead to challenges in operation that grows between the two
boards until it’s very late. The advantage of two tier system is that it ensures that the supervisory
board need not required to depend on the executives sitting on the board of management for
working (Dienes, and Velte,2016). The management board reports to the supervisory board that
again reports to the stakeholders or to the company. Though Steinhoff Corporation opts for two
tier model for better administration but natural holes are formed in its structure, the largest being
that the management board does not keep in touch with supervisory board. On the other hand, it

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combined with the company’s corporate culture that was anchored by the dominant personality,
which appeared to have made accountability holes in the structure. South Africans are still in
shock and surprise after the fall of one of its well known companies, Steinhoff. It is the classic
case of corporate governance failure where shortcomings of two-tier model structure become
prominent. It mainly failed after the Chief Executive resigns, when it became clear that the
external editors of the company were not ready to sign the financial statements of 2017. Such
collapse showed the perils of an all supreme chief executive. While discussing the board
structure it is found that the chairperson of the board was not independent at all. In this case, the
independence of the director was doubtful. Moreover, with his investment in the company,
questions about his ability to control the board independently arise. The two tier board structure
also did not work in respect to risk management. Further, questions regarding the performance of
the directors to perform the fiduciary duties also become prominent. In addition to these, the role
of the audit committee was also questionable. South Africans are still in shock and surprise after
the fall of one of its well known companies, Steinhoff. It is the classic case of corporate
governance failure where shortcomings of two-tier model structure become prominent. It mainly
failed after the Chief Executive resigns, when it became clear that the external editors of the
company were not ready to sign the financial statements of 2017. Such collapse showed the
perils of an all supreme chief executive. While discussing the board structure it is found that the
chairperson of the board was not independent at all. A non-executive director will not be
regarded as independent when he has personal interest in the company. In this case, the
independence of the director was doubtful. Moreover, with his investment in the company,
questions about his ability to control the board independently arise. The two tier board structure
also did not work in respect to risk management. Further, questions regarding the performance of

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the directors to perform the fiduciary duties also become prominent. In addition to these, the role
of the audit committee was also questionable.
The third section of the study would talk about the ethical and leadership strategies
behind corporate governance, especially in the case of Steinhoff. In this section the leadership
style of Markus Jooste is analysed pertaining to the corporate governance of Steinhoff. This
section is more concentrated with corporate governance and ethics. For any corporation, there
must be a set of ethics to assure that the business is being conducted in the appropriate manner.
All the stakeholders including the directors and employees must look into the code of ethics to
ensure it. It requires serious commitment and dedication of the management to admit that such
long term sustainability is dependent on the return to all the stakeholders. However, Steinhoff did
not succeed in it totally. The board’s attempt to give effective as well as ethical character is
subject to close analysis. Corporate Governance Report of 2011 shows that the company has not
formed a proper procedure for assurance on ethical awareness and compliance throughout the
group and board. After this it was expected that it would improve in 2012. However, no
improvement is observed in the 2012 Integrated Report. Same observation as that of 2011 is
found in 2012 too. Closer inspection and scrutiny of all the reports from 2011 to 2016, it appears
that Steinhoff used the same term in all these reports. This raises considerable doubts and a
questions regarding the working of board to assure that the company’s ethical character stayed
pristine and perfect. From the reports, it is revealed that the company did not do anything to
improve the ethical compliance, instead it just ‘copied and pasted’ it.
In this section, this model needs to be discussed which is based on a long term strategy
for achieving a sustainable result. The company’s claim of this business strategy is to be

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successful in the growth of the business, even though it has seen uncertain and volatile faces that
have affected the political and economic conditions globally.
This paragraph elaborates the role of different committees of the company. Steinhoff had
three standing committees of the supervisory board; the audit and risk, the human resources and
remuneration and the nominations committee. There are mainly two drawbacks in the committee
structure. Firstly, very few of its non-executive members performed their duties in the
committees. Out of total 11 supervisory board members, only 5 worked for the purpose.
Moreover, the then chairman sat on one; it leads to the doubt that how supervisory board’s only
three members could execute the responsibilities of the standing committees. The other
drawback was that the audit and risk were basically two committees that were wrapped up
together in one (Coetzee and Msiza,2018 ). It is stipulated that the risk governance committee
must consist of both non-executive members and executive members, the maximum must be non
executives. Moreover, the governance guidelines warned against amalgamation of the audit
committee with risk committees under one roof. It is also advised that a company can combine
them only when it is able to devote sufficient option to deal with risk related problems. For such
a big company like Steinhoff, it is practically not possible that such amalgamated committees
could devote adequate time to undergo its responsibilities.
In this section, the role of good corporate citizenship is being discussed. Corporate
citizenship means company’s role or duties and liabilities towards the society (Visser, McIntosh
and Middleton,2017). It is a recognition that a business or enterprise or a corporation has certain
social, cultural and environmental responsibilities to the society where it operates. It also
includes economic as well as financial securities towards its shareholders or stakeholders. There
are five ways of creating a good corporate citizenship. They are building strong communities,

7CASE STUDY ANANLYSIS
encouraging innovation, investing in sustainable future, fostering inclusion and diversity and
finally developing the customer experience. Apparently Steinhoff maintained good corporate
citizenship. The board of directors and the entire management team were committed to proper
governance and good corporate citizenship. It is accepted that good governance practice are
helpful in creating, securing and sustaining value of shareholders and stakeholders. However,
reality was far from this.
In the last section of this paper it is essential to point out the key learning outcomes from
this case. One of the major things that can be pointed out from Steinhoff’s business approaches is
that they have an impression that the company is more interested in acquisition of other week or
companies in a random fashion rather than setting a long-term vision to control its value change
by moderating costs, cutting down competition and looking for high level of efficiency and
market share (Rand Daily Mail 2019). Another point that needs emphasize is that the rapid rate
of acquisition drive by Steinhoff has been an unsustainable approach as a matter of investment.
in this case the shareholders can be blamed for not raising more questions and the ability of the
board members of the company can be marked for not contributing to ensure profitability.
Steinhoff weak accountability led to various dubious investment deal excessive level of debt
along with poor financial activity of the company. It is unfortunate to see a company like
Steinhoff to survive a mythical environment of unprecedented financial success in South Africa,
which should have been traced and vanquished long back. However things were not easy for the
company’s huge magnitude made it difficult to measure its deception. As put forwarded by an
important management expert Peter Drucker, that most brilliant company executive make
mistakes to as they are humans however it is the failure to ask question makes it certain that the
final decision would be eventually wrong (Rand Daily Mail 2019). Therefore, it can be held that

8CASE STUDY ANANLYSIS
the case study of Steinhoff’s faulty corporate governance helps to learn the lessons for running
better governance.
Conclusion:
Steinhoff saga will be always remembered in the history of scam in the corporate
business. However, from this case study, it can be concluded that this scam opened a path for
people to become aware before it is too late. Some of the lessons that can be learnt are that
unlawful market practices always will lead to poor solidarity and efficacy of the financial
markets of any country throughout the world. Dishonesty, unethical and immoral practices can
never be hidden; it will automatically come out causing the collapse of the whole system.
Moreover, strict laws must be legislated and must be enforced rigorously to prevent the corporate
sector to ma practice to its stakeholders, customers and investors.

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