Long-standing directors irk PIC

Unacceptable remuneration policies and directors lacking independence have attracted the ire of the county's largest investment manager, the Public Investment Corporation (PIC).

The PIC, which manages more than R1-trillion largely on behalf of the Government Employees Pension Fund, has just released its voting record for the September quarter.

Of the 44 AGMs it attended during that time, the PIC voted against resolutions at a third of them.

The PIC, which is one of Naspers's biggest shareholders with a 14.5% stake in this highly valuable media company, voted against an unprecedented five resolutions.

It was unhappy with the appointment of Ben van der Ross and Boetie van Zyl to the audit committee, and questioned "the independence of the two nonexecutive directors due to the number of years they have been serving the board".

Van Zyl has been on the Naspers board since 1988, and Van der Ross since 1999. It was also unhappy about the Naspers remuneration policy.

Here, the company's remuneration committee gave no guidance on how the pay package for new CEO Bob van Dijk would be structured. And there was "uncertainty around the current CEO's tenure and/or succession plans". There was no balance between what represented fixed pay for Van Dijk, and what was variable.

Christo Wiese's Invicta Holdings scored three negative votes, because the PIC voted against its remuneration policy and Invicta's plans to elect two directors to the audit committee who weren't considered independent - Jac Wiese, son of chairman Christo, and LR Sherrell.

Illovo Sugar scored a double whammy with the PIC voting against the re-election of director Len Konar - serving since 1998 - and against the nonexecutive directors' fees.

Norman Adami was also shown a red card at Altron. The PIC says this was due to the length of time he was on the board. Adami was appointed only in 2008, so the more likely concern was Adami's full-time employment with SABMiller. He has since stepped down from the beer giant. Investec and Foschini Group also got two negative votes each.