Bolshie advice for Barclays AGM
EXECUTIVES and board members at Barclays Africa Group preparing for this week’s annual general meeting might be feeling somewhat uneasy over advice to shareholders to vote against its pay policy, including CEO Maria Ramos’s hefty bonus.
Proxy View, which is the first South African company to provide recommendations to shareholders on how they should vote at AGMs, has recommended that shareholders vote against six resolutions at Tuesday’s meeting.
It includes a no vote on the group’s pay policy for executives because it is poorly structured, recommends high levels of pay and makes no clear link between executive pay and performance.
Shareholder activist Theo Botha, who is part of the newly established Proxy View, is also recommending that Barclays Africa shareholders vote against the re-election of Peter Matlare because of his poor attendance at meetings during financial 2013. He attended only seven of the 14 board and committee meetings in 2013.
Proxy View notes that Matlare, who is CEO of Tiger Brands, gave an undertaking to that company that he would not serve on any of Barclays’s Africa board committees.
“He has not kept this undertaking,” said Proxy View.
Matlare is a member of Barclays Africa Group’s social and ethics committee and its information technology committee. He attended only two of the four social and ethics committee meetings and neither of the two information technology committee meetings.
Shareholders view a 75% attendance record as the lowest acceptable. There is no recommendation against Yolanda Cuba although her board attendance was 75% and her committee attendance an unacceptable 50%.
Proxy View is also recommending that shareholders vote against the re-election of Brand Pretorius because of his role as chairman of group remuneration and human resources committee.
“Despite repeated engagement by shareholders, the remuneration committee has failed to implement an acceptable remuneration policy.”
Proxy View referred to Ramos’s fixed remuneration of R6-million and annual bonus of R22-million, and said the remuneration policy did not provide the information needed to determine whether Ramos was entitled to the bonus she received.
Given that Barclays plc holds 62.3% of Barclays Africa, Proxy View’s recommendations are unlikely to result in any of the AGM resolutions being voted down. But they will send a strong message to the board.