How did Markus Jooste get away with the huge Steinhoff fraud for so long? Part of the answer may lie in the company’s governance structure.

Steinhoff was listed on both the JSE and the Frankfurt Stock Exchange. With a corporate office in Amsterdam, it followed the Dutch governance code. Consistent with this, it had a two-tier board structure: a management board (four top executives) and a supervisory board (nine nonexecutive directors)...

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