Stock Talk: Amplats had the heft to keep lid on board battles

19 April 2015 - 02:00 By Ann Crotty

It looks as if we missed a humdinger of a boardroom battle at Anglo American Platinum (Amplats) a few years ago if last week's account by former CEO Neville Nicolau in this newspaper is anything to go by. By some accounts, it would have made even last year's epic bust-up at cement giant PPC seem a little tame. But unlike PPC's, this battle played out behind tightly closed doors, in rooms that appear to have been aggressively sound-proofed.The only outsider who may have had some inkling was shareholder activist Theo Botha.Back in June 2010, Botha spoke out stridently when the Amplats board appointed Cynthia Carroll to replace Fred Phaswana as chairman. Carroll was the CEO of Amplats's 79% owner, Anglo American, so she was hardly an independent choice as chairman.Ansie Ramalho, the head of governance at the Institute of Directors at the time, expressed reservations, but otherwise there wasn't much discussion - even though Carroll's appointment made a mockery of recommendations of the brand-new third version of the King code on corporate governance.One corporate governance adviser acknowledged that it contravened good governance guidelines, but more or less suggested that Anglo was too large and too wealthy to be challenged in public. Such is the reality of corporate governance.Technically, Carrol's appointment did not drive coach and horses through King 3.The code says "the chairman of the board should be independent and free of conflicts of interest on appointment". But it goes on to say "failing which, the board should consider appointing a lead independent nonexecutive director".The code later states: "The independence of the chairman should be carefully monitored."In a ham-fisted attempt to give the act some gloss, Valli Moosa, one of corporate South Africa's favourite board members and chairman of Eskom in the early dark days, was named deputy chairman and lead independent nonexecutive director at Amplats. There were other high-profile individuals on the board, including Richard Dunne, Bongani Khumalo, Wendy Lucas-Bull, Tom Wixley and Sonja Sebotsa.While it's true that any shareholder with 80% of a company will dominate board decisions, an independent chairman does at least allow for some debate.Nicolau's revelations confirm that there was a dysfunctional level of tension between him and Carroll. The tension was so bad, according to one person close to the events, that an arbitrator had to be called in. Not that it worked, as Nicolau left the company in July 2012.Without Carroll's version of events, it's impossible to know for sure who caused what damage. But given the tough trading and political environment at the time, the boardroom tensions must have been debilitating.Either way, it certainly highlights the need for more independent outspoken activists such as Botha.NaspersIt was another exhilarating week for Naspers shareholders. On the back of new regulations allowing Chinese investors more exposure to the Hong Kong market, where Tencent is listed, Naspers zoomed to within spitting distance of R2000 at the close on Monday.Then with news of Tencent CEO Pony Ma selling 20million shares, just 0.2% of his holding, Tencent's price slumped and brought Naspers with it. It fell to R1850 before recovering to R1935 at Thursday's close. On Friday, it fell below R1850.The nerve-wracking rollercoaster that is Naspers's share price reflects the uncertainty about all the factors that determine Tencent's value.Because it is such a large and powerful player in the Chinese market, it is about more than the fundamental outlook for operations, which seems exciting, assuming no interloper appears out of the blue, as often happens in the hi-tech world.The tougher factors to get a handle on could be termed cultural issues. The sell-off in response to Ma's stake reduction looked a bit extreme, but there was a similar reaction in the Chinese media when Yahoo announced it would sell a large chunk of its Alibaba shares in Alibaba's initial public offering.The Alibaba sale appeared to have been taken as something of a slight by the entire Chinese nation, with one headline noting that MIH (Naspers) was a much better shareholder for Chinese assets. Naspers did have to offload some shares a few years ago as part of Tencent's Hong Kong listing, but it has never been a willing seller.It looks as if Naspers can do no wrong right now - or for the next week, at least...CapitecCapitec shareholders are obviously not as sensitive as those of Tencent. The bank's share price was only a tad weaker on Friday after news that former CEO Riaan Stassen had sold more of his shares.The price of the tightly held share has benefited enormously from its recent inclusion in the Top40 index, and presumably Stassen could not resist taking advantage. His sale of R52-million in shares on Friday brings his stock sales in the past three months to R180-million.Of course, he still has about 1.5million Capitec shares, worth nearly R800-million based on Friday's price of R527.95.SanlamLess straightforward was Johan van Zyl's decision to take out a zero cost collar for R199-million worth of the Sanlam shares in his family trust. The cost collar limits his downside risk on 2.6million of his Sanlam shares to R65.39 and his upside earnings potential to R86. The stock was R76.77 at Friday's close.The protected stake is just a part of his Sanlam stake...

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