A significant proportion of Alexander Forbes shareholders voted against its remuneration policy at its AGM on Friday.
Shareholders holding 42% of Alexander Forbes shares that voted at the AGM were against the non-binding resolution adopting the company’s remuneration report.
At last year’s AGM, 94% of shareholders approved the advisory vote on the company’s remuneration policy.
After displaying the results of the vote, Alexander Forbes chair Marilyn Ramplin said the company had completed an extensive governance roadshow before its AGM. This process included engaging with institutional shareholders representing 70.2% of its shares in issue.
‘The roadshow dealt with feedback about the company’s remuneration policy and its implementation report. However, despite these engagements, ordinary resolution 5.2 [dealing with the company’s remuneration policy] has unfortunately received a vote against by over 25% of the company shareholders,’ she said.
Advisory votes need 75% support. If this threshold is not reached, the Johannesburg Stock Exchange requires the company to address the issue with its shareholders.
Ramplin asked any other shareholders who wished to discuss Alexander Forbes’ remuneration implementation report to approach the company by 15 September.
‘Depending on this feedback, the company will establish whether a further meeting of concerned shareholders is required. If so, we will communicate the details in an announcement,’ Ramplin said.
Opposition to re-elections
There was also strong shareholder opposition to the re-election of Andile Mazwai.
Shareholders holding almost 44% of Alexander Forbes shares voted against Mazwai’s re-election as a non-executive director and audit and risk committee member.
He is a former CEO of the Rebosis Property fund, the National Stokvel Association of South Africa and Barnard Jacobs Mellet. Mazwai is presently the founder and chief executive of the iKhala Property fund.
Citywire contacted Mazwai about the AGM vote, but he declined to comment as he said he was unauthorised to speak on behalf of the Alexander Forbes board about the matter.
Over 39% of shares voted at the AGM were cast against the re-election of non-executive director Richard Head as an audit and risk committee member.
At last year’s AGM, shareholders overwhelmingly backed Head’s election to the audit and risk committee.
Alexander Forbes’ shareholders tabled no questions at the AGM, and they passed the other 13 AGM resolutions with an approval rate of over 91%. Thus, despite the opposition to the four resolutions, shareholders passed all 17 resolutions tabled at the AGM.
African Rainbow Capital (ARC) owns 35.1% of Alexander Forbes, while Mercer Africa has a 14.3% stake, and the Government Employees Pension Fund (GEPF) owns 5.1% of the company.
An ARC spokesman said the group does not comment on how it votes on resolutions at AGMs. ‘We prefer to proactively engage the board of management of such a company on any material matters and share our position on a particular resolution – mostly well before the meeting,’ he added.
Mercer Africa could not provide details about how the firm voted on Friday.
A GEPF spokeswoman referred Citywire to the Public Investment Corporation (PIC), which handles AGM votes on behalf of the GEPF. The PIC did not provide details by the end of Friday.
Justin Brown is a reporter at Citywire, which provides insights and information for professional investors globally.
This article was first published on Citywire South Africa here, and republished with permission.