TABLE: Kings of the Boardroom
INVESTMENT - CORPORATE GOVERNANCE
When responsibility counts


There's a move to make corporate heads more accountable


For many years, AGMs were marked by perfunctory rubber-stamping of decisions by complacent directors, or occasional grilling from activists like Theo Botha.

But last year was the year that the Public Investment Corp (PIC), headed by former treasury official Brian Molefe, made its considerable muscle (more than R700bn in assets) felt.

First, Molefe took aim at Barloworld, the industrial company presided over by chairman Warren Clewlow - a corporate veteran with links to the company going back 44 years. Barloworld didn't have any black executive directors. Clewlow had promised to stand down, yet shareholders were being asked to reappoint him. And Barloworld's new CEO was Clewlow's son-in-law, Clive Thompson. Clewlow bowed to the pressure from its 17,2% shareholder and did not stand for re-election.

However, critics of the PIC argued that the issues it tackled seemed arbitrarily chosen. There was a 2004 spat with Sasol, and then a skirmish with Shoprite over paying R59m to CEO Whitey Basson.

In response the PIC published its own extensive governance policy towards the end of last year. This laid out the PIC's opposition to "dual equity capitalisation structures with preferential voting rights" - such as you see in Remgro, Shoprite and Naspers. Essentially, these structures create two classes of shareholders. Then there are pyramid structures, to which the PIC is fundamentally opposed.

Standard Bank has been the biggest culprit on this front, owning 59% of Liberty Holdings, which then owned 51% of Liberty Life. This allowed the bank to control Liberty, even though it really owned only 32% of the life assurer.

For years, investors like Theo Botha and Roy McAlpine carped about this, but failed to change a thing. The appearance of the PIC at this year's Liberty Holdings AGM, where the PIC's Deon Botha voiced his disapproval of the structure, appears to have sparked change. In late May Standard Bank announced it would spend R4,4bn to buy out minority shareholders.

When it comes to pay, the PIC's new policy says directors can be paid "generously" provided there is transparency, and bosses aren't just being rewarded for factors beyond their control, like a move in the currency. It also believes long-term incentive plans should get prior approval from shareholders.

Equally important was the PIC's decision to release its voting record. This showed it voting against certain directors for poor attendance (such as at Murray & Roberts), and vetoing directors' pay at a number of companies, including AngloGold Ashanti where it said the fees were "extremely high".

On this point, the PIC is following in the wake of transparent investors like Piet Viljoen's Regarding Capital Management (RE:CM) and Frater's, who have been publishing their voting records on companies for years.

So, for example, you can see that when it came to re-elect directors of JD Group, Frater's voted against governance guru Mervyn King. Contrary to best practice, King has share options in JD Group even though he is a nonexecutive director. Fraters says: "An independent nonexecutive director should be paid for time... Share options are not appropriate compensation."

Frater's also voted against re-electing JD executive chairman David Sussman: "We do not support an executive chairman role. The board requires more balance between nonexecutive and executive directors (and) more diversity."

From RE:CM's records, other shareholders in Absa will be able to see that Viljoen's company voted against re-electing Roger Jenkins as a director, noting that he "missed four out of 13 meetings last year, including three of seven meetings of the finance committee... We take attendance seriously. If directors don't have enough time, they should step down."

RE:CM also voted against the pay package for Standard Bank chairman Derek Cooper ("the amount proposed for his remuneration is excessive") and abstained from re-electing Saki Macozoma ("Macozoma serves on too many boards... we have our doubts as to how effectively he can apply his mind").

In the past year, there have been some interesting movements in terms of the number of boards directors sit on. Investec's David Nurek remains near the top (sitting on nine boards), including his much-debated position at JCI. But Vunani CEO Ethan Dube replaces Nurek as the holder of most directorships (11). A number of Vunani's investments have listed recently.

The death of Les Boyd, who sat on seven boards last year, robs SA of a stalwart nonexecutive director. Tokyo Sexwale now sits on only two boards of JSE-listed firms, compared with his six last year, reflecting perhaps his reawakened political ambitions.

Towards the middle of last year, it emerged that "King 3" - the third instalment of SA's governance rules - is being drawn up. The show will feature many of the same characters as the earlier versions (Cooper, Len Konar, Nigel Payne) and will again be orchestrated by King.

Observers expect it will contain details clarifying when exactly directors can be considered "independent" and for how long directors ought to serve on boards.

It remains to be seen whether it will discuss things like unequal share structures, or the rewarding of bosses for poor performance.

DRDGold, for example, paid CEO Mark Wellesley-Wood R8,2m for 2007, including a R3,7m performance bonus and a R1,9m "end of contract" payment when he quit at the end of 2006. Yet this was in a period when DRDGold's losses grew from R71m to more than R1bn and its stock fell 35%.


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