Storm brews as Shoprite investors challenge pay policy

Mehluli Ncube, representing the Sentinel pension fund, described the invitation to participate in the teleconference as a little hostile. Ncube, who attended the annual general meeting on Monday to express his concerns about the remuneration policy, said the teleconference was in line with the new JSE requirements, which oblige companies to engage with shareholders if more than 25% of them votes against the remuneration policy.

The obligation is in line with the King IV recommendation, which also requires Shoprite to disclose with whom it engaged, the manner and form of engagement and the reasons for the dissenting votes. Shoprite should also disclose the steps taken to address “legitimate and reasonable objections”.

At Monday’s meeting, almost 30% of the shareholders voted against the remuneration policy — this was in line with the voting pattern of the previous three years. However, if the ordinary and deferred shares held by controlling shareholder chairman Christo Wiese are excluded, the level of opposition shoots up to 65%.

In financial 2016, 66% of “outside shareholders” voted against the remuneration policy. Ncube said they had consistently voted against the remuneration policy in the past because they felt the package awarded to the previous CEO, Whitey Basson, was out of line.

Ncube said that the teleconference was a new development, but the company had engaged with them after past annual general meetings. “Previously, the investor relations people engaged with us on an individual basis and that was quite constructive. I’m not sure how well the teleconference will work,” he said.

One analyst, who did not want to be named, said that the vote against the remuneration policy had increased in 2017, although the policy had actually improved “if you compare the new CEOs incentives with Whitey Basson’s package”.

“Outside shareholders” may have been concerned by the R50m paid to Basson in 2017, although he had played an executive role for only six months of the year. A footnote in the annual report says that Basson, who gave notice of his retirement on September 30, 2016, had an agreed notice period of 12 months. “He, therefore, receives guaranteed pay until 30 September 2017”.

However, a Sens announcement released on October 31, 2016, said that Basson was retiring at the end of December 2016 and would remain as nonexecutive vice-chairman.

On Monday, Shoprite announced that Basson, who has driven the group’s growth for 45 years, had retired from the board on October 25.