Stock Talk: Governance code closes in on exec pay

01 November 2015 - 02:00 By Ann Crotty

South Africa's fourth-generation corporate governance code - for now referred to as King 4 - is expected to be up and running by the second half of next year. The formidable Ansie Ramalho is driving the updating process and, judging by her presentation at last week's Chartered Secretaries' conference, the fourth-generation code will contain some significant advances.One major development under discussion is to change the shareholder vote on executive remuneration to a binding vote. This will have a substantial effect on remuneration committees and their engagement with shareholders. At present, the remuneration vote is what's known as an advisory vote, which means nothing really hangs on it.Making it more than an advisory vote would bring South Africa into line with most other major jurisdictions. In Australia, consecutive years of substantial votes against a company's remuneration risks the directors being removed from the board.Also to be addressed by King 4 is the disclosure of remuneration. As Ramalho points out, there are no disclosure benchmarks, which makes it difficult to understand and compare what's involved.story_article_left1Anyone who spends time trawling through remuneration reports will have long suspected an important objective of the increasingly long and dense remuneration reports is to reduce the level of understanding and make comparison impossible.Pay increase, hell or high waterTalking of voting on remuneration, another recent faux casualty, as it were, was building and construction group Aveng. Just over 21% of shareholders voted against its remuneration policy at the AGM last week.Perhaps what happens is that the remuneration committee gets locked into the pay levels accompanying periods of strong performance, such as during a construction boom.And when the boom goes bust, committee members can't get their heads around the idea of not continuing to increase pay.Return v growth spectre still haunts South African economyThis year in its business awards the Sunday Times recognised the huge contribution made to South Africa's economy by Christo Wiese. He is chairman of companies that provide employment to tens of thousands of people, which in itself is an outstanding achievement. But it appears not everyone appreciates his ongoing contributions. At the recent Shoprite AGM, 27% of the shareholders voted against his re-election as chairman.Talking of the Sunday Times Top 100, take a close look at what companies have dominated the top ranks over several years. One sector more than any other, namely financial and investment-related companies, has been dominant. Surely this, more than anything, proves Thomas Piketty's major contention, which, in a nutshell, is that the rate of return on wealth or investments has consistently exceeded the rate of economic growth over the decades. Or, in economic parlance, r is greater than g. End of all that arguing.story_article_right2Lewis and the regulatorsPresumably Lewis does not believe the R67-million it has repaid to 50000 customers will put an end to its troubles with the National Credit Regulator. The regulator, which seems to have lifted its game a bit in recent months, is determined to continue its case against Lewis as well as Shoprite and JD Group. Unfortunately, the process before the National Consumer Tribunal will be painstakingly slow as lawyers on all sides are incentivised to fight every little detail.Cash is for the birds at HCIThe HCI AGM was a tamer event this year. Last year, the very public break-up of Johnny Copelyn and Marcel Golding's long-term business partnership played out at the AGM and attracted a lot of ghoulish spectators, particularly from the media. This year, things returned to the more traditional pace with just two shareholders pitching up to ask questions.There was a frisson of excitement when Copelyn reported that one of the special resolutions (the one seeking authority to issue shares for cash) had to be scrapped because 29% of the shareholders voted against it. "I see no significance to this at all," said the mercurial and seemingly nonplussed Copelyn, adding that the company had no plans that would require the cash...

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