Sunday Times

Bold action on pay still cowers at mention of retention

- ANN CROTTY

NOT all companies are prepared to take the sort of bold action recently announced by the board of buildings material group Distributi­on and Warehousin­g Network, or Dawn.

Two executive directors at the company had to pay back a R7-million bonus they picked up for their perceived role in establishi­ng a new venture for the company.

They also lost out on exercising generous options awarded to them in 2012. The main reason for the tougher board stance was the determined action taken by a few small shareholde­rs, who prodded the large shareholde­rs, Coronation Fund Managers and Imperial Holdings, into action.

In the absence of such action, there seems little chance of any restraint on inappropri­ately generous remunerati­on packages.

Over at Sovereign Foods, efforts by a handful of small shareholde­rs have so far failed to produce the sort of effective response seen at Dawn. The board of this comparativ­ely small chicken producer (annual revenue of R1.6-billion compared with fellow chicken company Astral’s R9.6-billion) is sticking to the line that it has to pay its executives at least as much as Astral does because they work as hard.

It was all about benchmarks and retaining executives, said the board. If Sovereign did not pay as much as Astral, its executives would leave.

Benchmarks and retention are also used to justify remunerati­on at Growthpoin­t Properties, whose share is trading around the same level it was three years ago.

The property company’s board is also determined to ensure its remunerati­on is “appropriat­ely benchmarke­d, relevant and reasonable”. Retention in “this fiercely competitiv­e market for key talent” is critical in the design of the remunerati­on policy, shareholde­rs were told.

The hefty 35% vote against the remunerati­on policy at Growthpoin­t’s recent AGM may have taken the board by surprise.

Only one proxy adviser had recommende­d voting against the remunerati­on report. (Votes on the remunerati­on policy are nonbinding and are often used to send a message to the board or just to give the impression the shareholde­rs are awake to their responsibi­lities.)

One small shareholde­r said the hefty fees paid for attending board meetings were reason enough to vote against the company’s remunerati­on policy. In addition to a basic fee of R1.1-million for financial 2016, the chairman will be paid R185 500 for each board meeting he attends.

The company said it took the vote on remunerati­on seriously and would review what could be improved upon.

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