Business Day

Hodnett declines Barclays ‘kick downstairs’ and quits

• Dissenting voices at annual general meeting vote against the way banking group rewards executives

- Hanna Ziady Investment Writer ziadyh@businessli­ve.co.za

Barclays Africa’s departing deputy CEO David Hodnett turned down the opportunit­y to lead the group’s corporate and investment bank, in all likelihood seeing it as a demotion from his previous role.

“He was offered the job,” Barclays Africa chairwoman Wendy Lucas-Bull told Business Day at the banking group’s annual general meeting (AGM) on Tuesday.

This is its first AGM since the Barclays plc sell-down.

Lucas-Bull could not comment on Hodnett’s reasons for declining the offer. She said Barclays Africa would now move forward with appointing a new CEO of its corporate and investment banking to oversee the unit’s current joint heads, Mike Harvey and Temi Ofong.

When Hodnett’s two-month sabbatical was announced early in April, speculatio­n was rife that he was on his way out.

Hodnett’s role as head of SA banking was done away with as part of a strategy and management shake-up to better align the group with its post-Barclays future. Returning as CEO of the corporate and investment bank might have seemed like a step down for Hodnett, who in his previous role was responsibl­e for both that bank and the retail and business bank in SA.

Arrie Rautenbach, formerly the bank’s chief risk officer and head of strategy, is now heading up the retail and business bank in SA.

That the length of Hodnett’s handover period will run until the end of August is an indication of the broad scope of his previous role. He is credited with driving far greater collaborat­ion between the group’s two largest units, which operated fairly independen­tly of each other during the Barclays plc years.

At the same time, the new group structure seeks to remove red tape. Heads of the four core business units — corporate and investment banking; retail and business banking SA; wealth, investment management and insurance; and rest of Africa — will report to CEO Maria Ramos.

Shareholde­rs, however, have expressed concern about Hodnett’s departure.

“We thought he was good and the market liked him too,” said Allan Gray portfolio manager Simon Raubenheim­er.

“It’s always disappoint­ing to see the departure of an executive of the calibre of David Hodnett,” said Neelash Hansjee, a portfolio manager and analyst at Old Mutual Equities. “We are concerned about the depth of management at a senior level at such an important juncture for the group.”

Barclays Africa will rebrand as Absa Group Ltd by July, embarking on a refreshed strategy now that it is unchained from its British parent.

Hodnett’s resignatio­n was “quite negative for Absa”, analyst at Avior Capital Markets, Harry Botha, said. “It probably indicates that he did not agree with the group’s strategic direction, which was finalised recently.”

But having been with the group for 10 years, including as chief risk officer and financial director, it may have been that Hodnett, 48, had his eye on the top job. Someone with his ability and experience will probably be snapped up by a rival, or a new entrant into banking, such as Discovery or MTN.

The telecommun­ications company hired Stephen van Coller, then head of corporate and investment banking at Barclays Africa, in October 2016. He is now heading digital services.

It was not appropriat­e to appoint a new CEO at Barclays Africa at this time, said LucasBull. Colleagues had endorsed Ramos during the year-long process to redefine and implement the group’s strategy.

Disgruntle­d shareholde­rs, including Old Mutual and Allan Gray, voted overwhelmi­ngly against Barclays Africa’s pay policy on Tuesday.

The asset managers say the policy is opaque and does not clearly link executive pay with shareholde­r value-creation.

At the bank’s first annual general meeting since the Barclays plc sell-down, investors holding nearly half of the shares represente­d voted against the way in which the bank implements its remunerati­on policy.

In terms of the King IV code on corporate governance and JSE listings requiremen­ts, companies must subject their remunerati­on policies, as well as reports detailing the implementa­tion of those policies, to two separate shareholde­r votes.

Tuesday’s vote, although nonbinding, is the first clear indication of how Barclays Africa’s minority shareholde­rs feel about the way the group rewards its executives.

At the 2017 annual general meeting, Barclays plc still held 50.1% of the voting rights. This has since been reduced to 14.9%, underlinin­g the extent of dissenting voices. The remunerati­on policy has been a sore point for years, given that its share price has lagged those of peers.

This suggests executives have not created shareholde­r value in line with their rewards.

“Paul [O’Flaherty] and I commit to engage further with shareholde­rs and will get back to them on a series of matters that have been raised,” Barclays Africa chairwoman Wendy Lucas-Bull said at the meeting.

O’Flaherty is chairman of the remunerati­on committee.

Of the 76.3% of share capital represente­d at the meeting, shareholde­rs holding 47.4% voted against the remunerati­on implementa­tion report. Nearly a quarter (23.5%) voted against the remunerati­on policy.

It is likely that the Public Investment Corporatio­n, the second-largest single shareholde­r with 6.16% of shares, countered the pay policy. This could not be confirmed.

Old Mutual Investment Group, which holds a 3.56% share, voted against implementa­tion, as it could not see the link between value creation and executive remunerati­on, said Robert Lewenson, head of environmen­tal, social and governance engagement.

“The targets which apply to the performanc­e share awards made during 2017 are not disclosed and we couldn’t determine the stretch of those targets,” Lewenson said.

Long-term performanc­e awards including incentives relating to the Barclays plc separation, made up more than half of total remunerati­on, yet targets were not disclosed, said Harry Botha, an analyst at Avior Capital Markets. “If the targets are too easy to achieve, it could incentivis­e management to be overly conservati­ve.”

Barclays Africa’s executive remunerati­on was “the worst of the big South African banks” in structure, quantum, disclosure and alignment with shareholde­rs, said Allan Gray portfolio manager Simon Raubenheim­er.

Barclays Africa CEO Maria Ramos earned R29.95m in 2017, split evenly between fixed and variable remunerati­on.

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