Ninety One gives media ‘observer status’ at Wednesday’s AGM

Journalists who “really want to attend” the Ninety One annual general meeting (AGM) will be given observer status but they will not be encouraged, the fund manager’s CEO Hendrik du Toit told Moneyweb ahead of this year’s meeting, which will be held on Wednesday.

No journalists attended last year’s AGM, the first for the de-merged entity, but it’s unclear whether this was because they were blocked or because none requested approval for the virtual function.

Du Toit told Moneyweb last week: “To my knowledge we have never barred anyone.” However a spokesperson for Ninety One did tell the media earlier this year that they were not permitted to attend its AGM as the event was “specifically for shareholders”.

A Business Day article, dated February 2021, quotes Du Toit explaining that the AGM is the only annual opportunity for all shareholders of the company to meet its board of directors.

“Ninety One regularly communicates with other stakeholders, including the media, in an open and transparent way,” said Du Toit back in February.

He also told Moneyweb around that time that the board felt the AGM was an especially important event for small shareholders and that they could get crowded out if the media attended.

“Right now we feel this is a forum particularly for small shareholders,” Du Toit stressed, pointing out that a full version of the AGM is published on the company’s website.

Last week he reiterated that Ninety One “will publish the minutes shortly after the meetings on our website for all and sundry to see”.

The decision to be a little more welcoming at this year’s AGM was apparently prompted by the fact that a number of journalists had raised the issue.

“We discussed it at the board and concluded that those who really want to attend and who make that request should be given observer status.

“We have nothing to hide and this was becoming a distraction from the task at hand,” said Du Toit.

This is just as well because as it happens the minutes of last year’s meeting were not available for all and sundry to see – not shortly after the meeting nor 11 months later. All that is available are the results of the voting on the resolutions.

These are what every listed company is obliged to disclose in a Sens announcement within 24 hours of the AGM.

There was certainly no indication of what, if any, issues were raised by shareholders – big or small.

Earlier this week a spokesperson for Ninety One acknowledged that “unfortunately only the results were published, not the minutes” but added, “I do know that this year we are aiming to publish minutes as well”. No explanation was given for why the minutes of last year’s AGM were not made public.

The only other listed company that has baulked at the media attending its AGM in recent years is another fund manager, Sygnia, whose board blocked journalists from attending its AGM earlier this year.

Sygnia shareholders had been expected to raise some controversial issues at the meeting.

Most in the investment community had assumed the issue of whether or not the media is allowed into shareholder meetings had been settled back in 2007. In February of that year furniture retailer JD Group (now part of JSE-listed Pepkor) blocked a number of journalists from attending its AGM.

Shareholder activist Theo Botha had informed the JD board and journalists that he intended raising a number of controversial issues. The JD board subsequently relied on an age-old excuse to escape the mounting opprobrium: it blamed an overly zealous junior official for misinterpreting instructions.

It’s important to point out that journalists are not entitled by law to attend shareholder meetings, only shareholders are and that they are certainly not allowed to ask questions.

It’s also important to point out that journalists can easily side-step this legality by buying one share, but that triggers an element of deception. And if confidential matters are discussed during the meeting then that ‘deception’ does raise insider-trading concerns – assuming the journalist intends to write about the events.

But by-and-large it is assumed that journalists will help to promote the transparency and disclosure that play an important role in the King Code of Corporate Governance and the various governance initiatives that large listed companies such as Ninety One have signed up to including the UNPRI.

This is why most companies tolerate the presence of the media.

Having the media in attendance is also likely to ensure that the smaller shareholders who are unable to attend the meeting do get some sense of what transpired beyond the actual voting on the resolutions.

These are the shareholders Du Toit says he is concerned about. They deserve more than the results of the voting.