Sunday Times

Tough week for Gold Fields and its alumni

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ALL-in-all it was a remarkable week for democracy in South Africa, although Mamphele Ramphele and Nick Holland might not have enjoyed it too much.

Not only did more than 73% of the voters go to the polls — almost entirely ignoring Ramphele’s Agang SA — large numbers of shareholde­rs at the Gold Fields annual general meeting voted against the company’s hugely flawed remunerati­on policy.

In many other corporate jurisdicti­ons, Nick Holland and his board colleagues would now be scrapping their remunerati­on policy with its unexplaine­d generosity, and f drawing up something more acceptable.

On Friday, a remarkable 30% of Gold Fields shareholde­rs voted against its remunerati­on policy.

This is besides another block of 38.7 million shares that abstained from the vote. In SA, the remunerati­on vote is an advisory one, which means nothing really hangs on it.

There is a general view that management will be embarrasse­d into effecting changes, but Gold Fields’s history suggests otherwise.

The shareholde­r charge against the board appears to have been led by Mehluli Mncube, who was representi­ng Eskom’s pension fund.

Mncube said he was concerned about the lack of a link between the generous bonuses paid out and the company’s performanc­e. Other challenged resolution­s related to the repurchase of shares and the issuing of shares indicating shareholde­rs’ desire to keep management on a tight rein. Watch this space.

JSE goes the Full Monty at AGM with its results

MEANWHILE, over at the JSE this week, Humphrey Borkum presided over his last AGM, which turned out to be a considerab­ly more tame affair than the one at Gold Fields.

Well done to the JSE for not waiting for the inevitable change in its listing regulation­s that will require companies to provide detailed results of how people voted at its AGM and going the “Full Monty” with the results from this week’s meeting.

Regulatory changes are expected towards the end of this year.

About 75% of the JSE’s shareholde­rs attended the meeting, of whom 3%, rather curiously, abstained from voting on any of the resolution­s.

It is evident the remunerati­on policy, which has been a bit of a sticky issue in the past for the JSE , remains an issue for shareholde­rs.

In all, 14% of shareholde­rs voted against this resolution.

No doubt CEO Nicky Newton-King will take comfort from the 100% support for her re-election.

JDG in trouble over snub to minority shareholde­rs

ON the subject of the JSE, it seems its enforcemen­t division has “engaged” with the guys at JD Group, who are operating in contravent­ion of listings requiremen­ts.

In what has been interprete­d as a desperate bid to cut costs and an acknowledg­ement of the reality that the company is really run by Steinhoff, shareholde­rs were informed last month that the functions of JD Group’s board committees would in future be undertaken by Steinhoff.

This suggested the boards of Steinhoff and JD Group may have been unaware of the presence of minority shareholde­rs at the company.

“They thought it was in order, but it’s obviously wrong,” said the JSE’s legal eagles. What is also obviously wrong is there is only one independen­t director on the JDG board.

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