Fleeting flutter of excitement at Naspers AGM

STEVEN Pacak, Naspers's outgoing financial director, says the group's control structure now in place has existed since it was listed in 1995.

STEVEN Pacak, Naspers's outgoing financial director, says the group's control structure now in place has existed since it was listed in 1995.

"The control structure was put in place with the approval of the shareholders, and it is transparent in terms of all the regulatory environments in which we operate," said Pacak, responding to the only question asked at the group's annual general meeting on Friday.

Mervyn Mellet of BJM Asset Managers wanted the board to enlighten shareholders on the control-related concerns raised by Caxton at the Competition Tribunal. Just over a week ago, Naspers subsidiary Media24 announced it was abandoning a proposed merger because the tribunal granted Caxton the right to push for clarity on Naspers's control structure.

Pacak dismissed Caxton's concerns as "just another example" of the competitive jousting going on for decades between Caxton and Media24.

"We have explained to shareholders why it is important to have this structure in place and it is there with the shareholders' blessing."

Pacak said later that he was not concerned that the Competition Commission was looking into the structure. "We're not worried. It's a red herring."

He dismissed Caxton's claims that the control structure was changed in 2006 following a hostile but unsuccessful bid by stockbroker Jannie Mouton and that former CEO Koos Bekker now had a key stake in the structure through an entity called Wheatfields.

"Wheatfields has never been a part of the control," he said.

Asked why this information was not disclosed to the commission, Pacak said the company did not feel it was appropriate to "get into a spat" about a control structure that was used by many other media companies. "The fact that nobody can get control gives us independence."

After the brief excitement caused by Mellet's question the Naspers AGM settled back into its traditionally dull routine - more reminiscent of a 1950s South African newspaper company than possibly the most dynamic company on the JSE.

The predominantly white, male shareholders sat quietly as chairman Ton Vosloo read from his prepared address. There was an air of reverence around the room as though all in attendance were supremely grateful for the miraculous bounty with which they have been rewarded for their faith.

Whether out of awe or respect, none, it seems, could think of a question to ask the directors of a company whose share price surged in a year to a price: earnings ratio of 92.

For a company involved in the cutting-edge of technology it was all disappointingly mechanistic and lifeless.

Then came the final slight to modernity. No details of voting on the resolutions were provided. Instead, shareholders were served the bland announcement that all ordinary and special resolutions were approved with the required majority. Rather like the control structure, this level of disclosure is something that has not changed since 1995.

But changes are afoot. By next year new JSE requirements might force Naspers to reveal a more interesting level of information on how their shareholders vote.