Institute of Directors weighs in on the ‘dilemma’ of executive pay

Sanlam and AECI are simply two of the businesses that in current weeks have registered ‘no-shows’ in response to requests to shareholders for suggestions on their remuneration insurance policies.

In most situations lower than a handful of shareholders attend the conferences that firms are obliged to carry within the occasion that greater than 25% of shareholders vote towards the remuneration coverage and/or the accompanying implementation report.

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This seeming indifference to what’s acknowledged as a possible menace to social concord has prompted the Institute of Administrators in Southern Africa (IoDSA) to difficulty a steering paper coping with “efficient stakeholder engagement throughout the context of remuneration”.

The paper notes that the King Subcommittee on Remuneration, which operates throughout the IoDSA, has recognized a number of considerations referring to Precept 14 of the King IV code.

That precept states that the governing physique (the board) “ought to be certain that the organisation remunerates pretty, responsibly and transparently in order to advertise the achievement of strategic aims and optimistic outcomes within the brief, medium and long run”.

It’s the precept to which listed firms declare to stick when drawing up their remuneration insurance policies.

However now, 5 years since implementation of King IV in 2016, the IoDSA acknowledges a “perceived lack of efficient stakeholder engagement between stakeholders and organisations on the matter of remuneration”.

It suggests this could possibly be due to stakeholder apathy or as a result of organisations haven’t created applicable platforms for efficient interventions with stakeholders.


Mike Martin of Lively Shareholder, a not-for-profit firm that helps socially accountable traders to train their firm rights, welcomed the steering paper, noting: “Lively has for a while been annoyed at what we understand as a failure by some firms to have interaction successfully with shareholders, not to mention different stakeholders.”

Martin says that on many events he has been the lone attendee on the conferences firms are obliged to have within the occasion that greater than 25% of shareholders have voted towards the remuneration coverage and/or the implementation report.

That obligation is by way of the JSE’s Listings Necessities and is the one regulatory response to rising considerations about out-of-control govt pay.

The South African Corporations Act is silent on the difficulty of shareholders’ response to the remuneration coverage.

However that would change. The obvious shareholder apathy has prompted hypothesis that authorities may step in with modifications to the Corporations Act that might carry South Africa’s oversight into line with the UK or Australia. In these jurisdictions consecutive votes towards the remuneration coverage may end up in board members being compelled to step down.

‘Acknowledgement’ shouldn’t be sufficient

Whereas Martin welcomed the IoDSA’s acknowledgement of the issue he’s upset by the shortage of sturdy response.

Though the IoDSA paper recognises that “govt pay has by no means been extra of a dilemma than in 2021” and that remuneration has grow to be an advanced and controversial subject “ensuing within the potential for a number of reputational dangers” its suggestions for bettering shareholder involvement are, says Martin, unpersuasive.

As an illustration, included in IoDSA’s record of “sensible issues” is that firms “learn the proxy voting tips of the asset managers and proxy advisers”.

And that “when coping with asset managers, know that it’s potential that one occasion offers with the proxy voting features and one other with the engagement features”. The occasion coping with the engagement might not at all times concentrate on how the votes are forged, says the IoDSA.


Martin says that the overall method of the paper is in line with King IV. “It assumes that each one firms will comply and that each one aspire to the best requirements. Sadly, that is usually not the case and the place this paper and certainly a lot of King IV falls brief is that there are not any exhausting guidelines or penalties.”.

Martin says there are not any penalties for firms that fail to get the required 75% backing; all they need to do is “seek the advice of” with the dissenting shareholders.

There may be not even readability on what “seek the advice of” truly includes.

“More and more firms are adopting the method that shareholders can increase their considerations at shareholder shows, nonetheless solely institutional and huge shareholders are invited to such shows,” says Martin.

Mr Worth

Typical of the problematic scenario is Mr Worth, whose remuneration report is among the many greatest issued by a JSE-listed firm.

After failing to get the required 75% backing at its AGM in August 2020 the board invited shareholders to advise the explanations for his or her dissenting votes. The board acquired no responses. Remuneration committee chair Mark Bowman says within the 2021 report that the group “adopted a complete shareholder session course of” with its prime 25 shareholders throughout 2021. This may assist safe the focused 75% at this week’s AGM.

Martin, who doesn’t comply with Mr Worth, says given the restricted sources, it’s cheap for remuneration committees to deal with the big shareholders. His concern nonetheless is that each time he has tried to have interaction with remuneration committees he has struggled to even get a response.

“Committees ought to be open to enter from all shareholders, irrespective of how small, if for no different cause however to listen to various views.”

On this he’s in settlement with the IoDSA, which urges boards “to have interaction with shareholders and be keen to listen to their views”.

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