<\/p>\n
Some of the world\u2019s biggest investors have signalled that they object to the share structure of Prosus and its parent company Naspers and how the companies pay their executives and board members.<\/p>\n
In disclosures of how they will vote at the companies\u2019 annual general meeting on Wednesday (26\u00a0August), Norway\u2019s Storebrand and the Netherlands\u2019 Van Lanschot Kempen said they will go against the reelection of board members Rachel Jafta and Mark Sorour because of the share structure.<\/p>\n
Their decisions largely tally with the recommendations of the world\u2019s largest proxy-advisory firms.<\/p>\n
Read:
Prosus profit jumps as bets on e-commerce businesses pay off
Naspers adopts The Prosus Way<\/p>\n
Funds falling under the New York City Comptroller also indicated that they will vote against the directors without giving reasons \u2013 as did the California Public Employees\u2019 Retirement System.<\/p>\n
Norges Bank Investment Management, which oversees about $2 trillion in assets, along with the California State Teachers Retirement System, objected to pay proposals at Prosus.<\/p>\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 chair Koos Bekker 1 000 votes per share held compared with a single vote for an ordinary security.<\/p>\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
Unequal rights<\/p>\n
Storebrand said in its voting intentions that a\u00a0vote against the elections of Jafta and Sorour \u201cis warranted due to the company maintaining a share structure with unequal voting rights\u201d because of their ties to Naspers.<\/p>\n
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It also said targets \u2013 including a so-called moonshot award with a notional value of $100 million (close to R1.6 billion)\u00a0and long-term incentives of $33.8 million (around\u00a0R538 million) \u2013\u00a0for CEO Fabricio Bloisi raise \u201cproportionality concerns\u201d.<\/p>\n
Listen: Prosus\u2019s strategy for Tencent is working<\/p>\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
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.<\/p>\n
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 \u2013 but their shares can cast 10 votes for every one held by an ordinary share.<\/p>\n
In annual shareholder roadshows, the chair of Naspers\u2019s 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
It referred questions on the dual-class structure \u2013 in place since 1995 \u2013 to its website, adding that it remains \u201ccommitted to an open and ongoing dialogue\u201d with shareholders.<\/p>\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
ISS, Glass Lewis<\/p>\n
Institutional Shareholder Services (ISS), the world\u2019s largest proxy-advisory company, recommended against the reelection of Sorour and Jafta.<\/p>\n
It also backed voting against the election of Manisha Girotra because it says she is on too many boards.<\/p>\n
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It said the election of Jafta and Sorour \u201cis raised for shareholder attention given the controlling shareholder, Naspers, holds shares with unequal voting rights\u201d.<\/p>\n
\u201cBoth directors have ties to Naspers.\u201d<\/p>\n
Sorour is a former executive of Naspers who didn\u2019t observe a cooling-off period after his resignation, while Jafta has been on the Naspers board for 20 years, ISS said.<\/p>\n
Regarding the moonshot remuneration awards, it said the conditions \u201cappear unlikely to be met within the performance period\u201d.<\/p>\n
ISS advises Storebrand, Van Lanschot Kempen, Norges Bank and the New York City Comptroller.<\/p>\n
Glass Lewis & Co, ISS\u2019s biggest rival, recommended against reelecting Jafta to the board at Naspers.<\/p>\n
It also said the remuneration policy at Prosus should be rejected because of its structure and \u201cinsufficient response to shareholder dissent\u201d.<\/p>\n
Glass Lewis advises the two Californian pension systems.<\/p>\n
Shareholder concerns have been raised at previous AGMs only for them to be overruled because of the voting structure.<\/p>\n
\u00a9 2026 Bloomberg<\/p>\n
#Prosus #investors #push #share #structure #executive #pay<\/p>\n","protected":false},"excerpt":{"rendered":"
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