Naspers’ AGM charm offensive
DESPITE: SHAREHOLDERS NOT QUITE SATISFIED
Improved reporting on remuneration but shareholders still have questions.
There was a charm offensive by Naspers directors limited and shareholder discontent at this year’s AGM, but corporate governance and remuneration remained high on shareholders’ agendas.
Naspers improved its reporting of remuneration and was more willing to engage with shareholders on their concerns, but shareholders are not yet satisfied.
Among concerns were the independence of directors like Rachel Jafta and Fred Phaswana, who have been on the board since 2003.
With Jafta earning R7.3 million as a director, a shareholder pointed out this was essentially, if not Jafta’s primary source of income, certainly her largest, making it difficult for her to be independent. Company secretary Gillian Kisbey-Green said in terms of King IV, duration of tenure it is not the only thing to consider when judging independence, and that Naspers valued continuity, history and knowledge.
PwC also came under the spotlight, given that it has been Naspers’ auditor for 25 years.
Koos Bekker, who was widely criticised last year for his combative responses, rephrased his words, blaming his “inability to articulate” for last year’s comments.
“If you have a good company you can go wrong in two ways – screw up against good governance or lose by being outcompeted by competition.
“We want to emphasise both,” he said, but indicated Naspers found it hard to do both simultaneously.
“We support King IV fully, and our commitment to King is not conditional,” he said, but added that to win a soccer game, you have to do things – play within the rules and beat the opposition, and it is “a tricky thing to do both at the same time”.
Asked why Naspers had not published its investigation into MultiChoice’s payments to the Gupta’s ANN7, legal counsel David Tudor said the investigation revealed no irregular payments, but “the report is privileged and confidential and we intend to maintain that privilege”.
Despite improving disclosure on remuneration, 56.96% of ordinary shareholders voted against the company’s remuneration policy, 47.76% against approving the implementation of the remuneration policy, 84.91% against the authority placing unissued shares under the control of the directors and over 20% against reappointing PwC as auditor and against the reappointment of directors Ben van der Ross and Jafta.
“We have to invest in our entrepreneurs,” Bekker said.