Revolts over exec cheques at AGMs
Shareholders express concern over remuneration
SHAREHOLDERS of JSE-listed companies flexed their muscles this week, showing they are paying attention to growing concerns about the excessive pay awarded to top executives.
Some investors at retailer Massmart, coal miner Exxaro, steel giant ArcelorMittal SA and even high-flying bank Capitec expressed their unhappiness by voting against those companies’ remuneration policies at their AGMs this week.
Pedestrian performances at some of those companies may have justified a tough stance on remuneration — but opposition at Capitec, which has boasted sterling operating performances and a 128% jump in its share price in the last year, was more surprising.
At Friday’s AGM in Stellenbosch, 17% of Capitec’s shareholders voted against the remuneration policy. This was only an “advisory vote”, with no legal implications — but it did indicate to the board that shareholders are concerned.
But in Capitec’s case, where the soaring stock price has seen recent annual shareholder meetings take on the air of evangelical meetings, this was significant, especially considering most other resolutions were passed with 99% support.
The bank’s chairman, Michiel le Roux, was not perturbed, however, and was dismissive of the opposition.
“A small number of shareholders don’t see the logic [behind our remuneration policy],” Le Roux told the audience of shareholders.
Its policy has proved controversial because Capitec awards share options to executives that vest within a few years, irrespective of the company’s performance. This is in contrast to most other companies, which grant options to executives that only vest if they meet certain performance targets — such as an increase in earnings, or an improvement in margins.
But Le Roux argued that once share options have been allocated to executives, the market should determine whether these rewards are taken up. He said that if investors did not believe the executives had performed well, they would not push up the share price — so the options would not have any value.
“We have debated with our shareholders, but they don’t see the logic,” said Le Roux.
Some critics do not like the Capitec model because a company can perform poorly and executives can still end up exercising hugely valuable share options thanks to a run in the share price caused by factors outside that executive’s control. For example, a drop in the interest rate normally pushes up a bank’s share price — irrespective of that bank’s performance.
In Le Roux’ defence, Capitec’s executives, who have driven an excellent growth strategy, are among the most modestly paid on the JSE.
CEO Gerrie Fourie was paid R8.7-million last year, which included a R2.1-million bonus. Finance director André du Plessis was paid R7.5-million last year, including a R1.96-million bonus.
But at the same time, Capitec’s top brass, who were given share options, have scored from the recent steep rise in its share price.
Former CEO Riaan Stassen, who is now a nonexecutive director of the bank, has sold more than R180-million worth of shares this year.
At Massmart’s AGM on Wednesday, 17.3% of investors also voted against its remuneration policy — but that company, which owns Game and Makro, has performed poorly in the past three years as its share price has fallen 7.5%.
ArcelorMittal SA has had an equally tough time, with a share price down 70% in the past three years, so a 14.7% vote against its remuneration policy was perhaps not unexpected. At Exxaro, where the share price fell 55% in three years, 12.1% of investors voted against its remuneration policy.