Some of the world\u2019s biggest investors have signalled that they object to the share structures of Prosus NV and its parent company, Naspers, and to how the companies pay their executives and board members.<\/p>\n\n\n\n
In disclosures of how they will vote at the companies\u2019 annual general meeting on Aug. 26, Norway\u2019s Storebrand ASA and the Netherlands\u2019 Van Lanschot Kempen NV said they\u2019ll go against the reelection of board members Rachel Jafta and Mark Sorour because of the share structure.<\/p>\n\n\n\n
Their decisions largely tally with the recommendations of the world\u2019s largest proxy-advisory firms.<\/p>\n\n\n\n
Funds falling under the New York City Comptroller also indicated they\u2019ll vote against the directors without giving reasons, as did the California Public Employees\u2019 Retirement System.<\/p>\n\n\n\n
Norges Bank Investment Management, which oversees about $2 trillion in assets, objected to pay proposals at Prosus along with the California State Teachers Retirement System.<\/p>\n\n\n\n
The dissent is the latest indication that shareholders are unhappy with the super-share structure that gives a small group of insiders, including billionaire and Chairman Koos Bekker, 1,000 votes per share held compared with a single vote for an ordinary security.<\/p>\n\n\n\n
The investors also objected to the potential quantum of pay, the short-term nature of some performance incentives and limited controls on share repurchases.<\/p>\n\n\n\n
Prosus shares were little changed in Amsterdam on Wednesday. They\u2019ve declined 28% this year.<\/p>\n\n\n\n
\u201cA vote against the elections of Rachel Jafta and Mark Sorour is warranted due to the company maintaining a share structure with unequal voting rights\u201d, because of their ties to Naspers, Storebrand said in its voting intentions.<\/p>\n\n\n\n
It also said targets, including a so-called moonshot award with a notional value of $100 million (R1.59 billion) and long-term incentives of $33.8 million (R539 million), for Chief Executive Officer Fabricio Bloisi raise \u201cproportionality concerns.\u201d<\/p>\n\n\n\n
\u201cWhile the moonshot is subject to rigorous dual conditions and has not triggered, the overall quantum is significantly above market norms,\u201d Storebrand said.<\/p>\n\n\n\n
The scale of the Prosus and Naspers dual-voting system at 1,000 votes for every A share held is more unusual than in many other tech companies. Meta Platforms Inc.\u2019s Mark Zuckerberg and Alphabet Inc.\u2019s Larry Page and Sergey Brin also hold control of their companies through dual-share voting. But their shares can cast 10 votes for every one held by an ordinary share.<\/p>\n\n\n\n
In annual shareholder roadshows, the chair of Naspers\u2019 remuneration committee engages \u201cextensively and proactively with investors on all matters of remuneration and policy matters, particularly how we are evolving our policies based on the feedback given,\u201d the company said in response to questions.<\/p>\n\n\n\n
It referred questions on the dual-class structure \u2014 in place since 1995 \u2014 to its website, adding that it remains \u201ccommitted to an open and ongoing dialogue\u201d with shareholders.<\/p>\n\n\n\n
Naspers, founded in South Africa more than a century ago, evolved from a newspaper business into a technology firm and operates its internet businesses mainly through Euronext-listed Prosus.<\/p>\n\n\n\n
Institutional Shareholder Services, the world\u2019s largest proxy-advisory company, recommended against the reelection of Sorour and Jafta. It also backed a vote against the election of Manisha Girotra because she is on too many boards.<\/p>\n\n\n\n
\u201cThe election of directors Rachel Jafta and Mark Sorour is raised for shareholder attention given the controlling shareholder, Naspers, holds shares with unequal voting rights,\u201d ISS said. \u201cBoth directors have ties to Naspers.\u201d<\/p>\n\n\n\n
Sorour is a former executive of Naspers who didn\u2019t observe a cooling-off period after his resignation, while Jafta has been on Naspers\u2019 board for 20 years, ISS said.<\/p>\n\n\n\n
Regarding the moonshot remuneration awards, ISS said the conditions \u201cappear unlikely to be met within the performance period.\u201d<\/p>\n\n\n\n
ISS advises Storebrand, Van Lanschot Kempen, Norges Bank and the New York City Comptroller.<\/p>\n\n\n\n
Glass Lewis & Co., ISS\u2019s biggest rival, recommended against re-electing Jafta to the board at Naspers and said the remuneration policy at Prosus should be rejected because of its structure and \u201cinsufficient response to shareholder dissent.\u201d<\/p>\n\n\n\n
Glass Lewis advises the two Californian pension systems. Shareholder concerns have been raised at previous AGMs, only for them to be overruled because of the voting structure.<\/p>\n\n\n\n
Written by Antony Sguazzin, Loni Prinsloo and Bradley August for Bloomberg<\/em><\/p>\n","protected":false},"excerpt":{"rendered":" Some of the world\u2019s biggest investors have signalled that they object to the share structures of Prosus NV and its parent company, Naspers, and to how the companies pay their executives and board members.<\/p>\n","protected":false},"author":59,"featured_media":872155,"comment_status":"open","ping_status":"","sticky":true,"template":"","format":"standard","meta":{"_sma_x_autopost_status":"posted","_sma_x_autopost_error":"","_sma_x_post_id":"2092552896705409448","_sma_facebook_post_id":"191437357620492_2187109922109407","_sma_instagram_post_id":"18117500954301029","_sma_x_attempts":1,"footnotes":""},"categories":[9872],"tags":[107,18237,853],"class_list":["post-872146","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-business","tag-naspers","tag-prosus-n-v","tag-south-africa"],"_links":{"self":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts\/872146","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/users\/59"}],"replies":[{"embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/comments?post=872146"}],"version-history":[{"count":2,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts\/872146\/revisions"}],"predecessor-version":[{"id":872156,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/posts\/872146\/revisions\/872156"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/media\/872155"}],"wp:attachment":[{"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/media?parent=872146"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/categories?post=872146"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/businesstech.co.za\/news\/wp-json\/wp\/v2\/tags?post=872146"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}