Stock Talk: Sense of entitlement has bosses asking for more

25 October 2015 - 02:00 By Ann Crotty

It's about a sense of entitlement more than anything else. At Shoprite's annual general meeting on Monday, 29% of shareholders voted against the remuneration committee's decision to award the group's long-standing CEO Whitey Basson R50-million. This is an unusually high level of opposition to a resolution that is generally rubber-stamped by shareholders no matter how outlandish. Of course, nothing hangs on this "advisory vote" - shareholders get to look as if they're concerned without something inconvenient actually flowing from their concern.It has to be said Basson is one of the few CEOs in South Africa who deserves big bucks. The question is precisely how big these bucks should be. He drove the group's growth from almost nothing in the early 1990s to a dominant position in grocery retailing and has generated reasonably attractive returns to shareholders.The government's R200-billion annual social grant spending and the group's impressive growth into other African countries have helped. However, the recent share price performance has been disappointing and it is now back to where it was three years ago.So why do remuneration committees not play hardball with their CEOs when it comes to negotiating remuneration levels, as the company does with all other goods and services it buys? Instead, they faff around with reports from well-paid remuneration consultants that justify their desire to make unnecessarily high awards.story_article_left1Self-dealing and a sense of entitlement explain most of the excess. Members of the executive class have a sense of entitlement, which is nurtured by their friends (self-dealing) on the remuneration committees and consultants.A similar sense of entitlement and ability to secure a favourable outcome has enabled Xolile George, CEO of the South African Local Government Association, to secure R4.5-million pay.A sense of entitlement, created by years of extravagant political promises, is why university students believe they have a right to free or subsidised education.Lonmin shareholders buck the trendOne group that certainly does not suffer from a sense of entitlement is the body of Lonmin shareholders. The recently announced $400-million rights offer (around R5.4-billion) was generally regarded as inevitable given the company's hefty debt levels and how grim its short-term outlook is. Assuming it is successful, the proceeds from the rights offer will do little more than ease the immediate debt pressure. Perhaps the board could persuade the Public Investment Corporation, one of Lonmin's largest shareholders (7%), to take the company private. The PIC could follow Sibanye's lead and try to revive what looks to be a near-death business.SABMiller and the EU tax regimeNo doubt the tax authorities in South Africa and elsewhere in Africa where South African Breweries operates are watching the slowly unfolding developments in Brussels. The European Union competition commissioner is trying to force the Dutch authorities to stop aiding and abetting Starbucks's tax avoidance schemes. Among the commissioner's claims is that Starbucks has been inflating its costs internally by marking up the prices of coffee beans imported from Switzerland. (This means lower profit in the Netherlands and higher profit in the low-tax regime of Switzerland.) Of course, coffee does not grow in Switzerland but Starbucks is able to minimise its tax obligations and maximise its purchasing power by using a centralised Swiss-based operation.Recall that much of SABMiller's recent ''efficiencies'' have been achieved through its Swiss-based centralised procurement operation.AB InBev will no doubt be keen to double up on these "efficiencies". The enormity of the merged entity will make it extremely difficult for tax authorities in any single country to identify what tax is justly due. This is why tax authorities from across the globe may want to secure some undertakings before the deal is given the all-clear.Combined Motor HoldingsCombined Motor Holdings has been having a busy time on the governance front, if not so much on the trading front. Earlier in the year this company undertook a huge share repurchase to buy out its controlling shareholder. This week it announced a rather grim set of interim results, which were flattered at the per share level by the share buyback. It also announced (with no explanation) the resignation of executive director Mark Conway. Conway is the fourth director to resign this year...

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