Naspers AGM: The antithesis of shareholder democracy

When considering the results of Naspers’s AGM, it might be worth remembering that the bulk of the group’s value comes from China and, to a lesser extent, Russia. This might make it more palatable to contemplate the utter lack of democracy in the group’s shareholder meetings.

Private shareholders through two private companies control 73.3% of the votes at a Naspers shareholders’ meeting. This means holders of the 435 million N ordinary shares are essentially wasting their time pitching up to vote at these meetings. The holders of the just under one million Naspers A shares (each share has a thousand votes) will prevail no matter what.

At Friday’s AGM, some 344 million of the N ordinary shares were represented and an unprecedented 88.1% of them voted against approving the general authority to place unissued shares under the control of the directors.

This should have killed the resolution but, thanks to the fact that the A shareholders vote as one unanimous block and always vote 100% in favour of resolutions, it was passed with an overall 69%.

The group’s controversial remuneration policy was opposed by 62% of N ordinary shareholders, and the remuneration implementation report by 63%. But, again, thanks to the A shareholders, both resolutions were passed by over 73% of total votes.

The A votes against each of these three resolutions were higher than the previous year, which may have caused some passing discomfort for the board, but probably nothing more. In the case of the two remuneration-related votes, it will have to engage with the shareholders for a little more tweaking of what is evidently an extremely unpopular remuneration policy.

Not rocking the boat

But all in all, a Naspers shareholders’ meeting is, appropriately enough, more like the annual gathering of China’s rubber-stamp parliament, the National People’s Congress, than a traditional shareholders’ meeting. But in terms of returns, Naspers is the gift that keeps giving, so nobody is rocking this extremely valuable boat. Just as the vast majority of Chinese is happy to accept their one-party dictatorship as long as the economy keeps growing.

Despite this stark reality, a full 79% of N shareholders did make the effort to vote at Friday’s AGM. Some even attended the meeting and asked questions.

CEO Bob van Dijk told the few shareholders who raised pay issues that the group’s compensation is “very much focused on pay for performance” and that the competition for talent “is fierce”.

When asked whether the group’s remuneration is “fair and responsible”, Aileen O’Toole, an executive of a company that pays non-executive directors a daily out-of-town allowance of R62 500 (30% more than South Africa’s minimum annual wage), replied that “societal fairness is very important and something we take very seriously”.

O’Toole, who is Naspers’s “chief people officer”, added that benchmarking is done locally and that health and safety issues are overseen at local level.

Coincidentally, remuneration committee chair Craig Enenstein, in his description of the group’s remuneration policy, had earlier also told shareholders that “societal fairness is very important to us”.

Prosus finance director Basil Sgourdos told shareholders who asked for better tracking of the Naspers share price to its underlying net asset value that management would consider providing it on the group’s website, “if it makes sense and it can be contextualised correctly”.

Despite the listing of Prosus, there has been no progress in reducing the discount between the Naspers share price and the value of its 31% stake in Tencent, which is regarded as one of the key measurements of management’s performance.

• This article was originally published on Moneyweb and is used here with permission