Naspers dissidence admitted
Shareholders get chance to quiz board and top executives on several issues at AGM
For the first time media and internet group Naspers has separately disclosed the voting details of its listed N shares, revealing the extent of opposition to its remuneration policy and other governance issues.
The results showed that 57% of N shareholders opposed the group’s remuneration policy at Friday’s unprecedented three-hour long annual general meeting (AGM), during which Naspers shareholders were given the opportunity to quiz the board and top executives on a wide range of issues.
Naspers has a controversial control structure, which provides for 907,128 unlisted A shares, each of which has the same voting rights as 1,000 N shares to control 67.4% of the group.
The ratio of holders of N shares who opposed the remuneration policy
The 438.3-million N shares, which were listed on the JSE in 1994, control 32.5% of the votes.
At Friday’s meeting A shareholders voted 100% in support of every resolution, ensuring every one of them was passed.
During the meeting chairman Koos Bekker discouraged shareholder hopes that the management would break up the group in a bid to deal with the gap between Naspers’s market valuation and the value of its 31% stake in China-based internet giant Tencent.
The value of the Tencent stake alone is about $25bn more than the total market capitalisation of Naspers, which accounts for almost 20% of the JSE all share index.
There have been calls for the company to unbundle its investments in a bid to reduce the discount, but Bekker contends that size is critical in an internet-based business.
"Globally the big internet companies are growing bigger, the others are in decline.… It is better to be a big group with multiple synergies," he said.
CEO Bob van Dijk and his team were working on a solution despite the difficulties, Bekker said.
The board indicated at the meeting its preferred solution was to grow Naspers’s non-Tencent businesses. Naspers has just finalised the sale of Flipkart at a hefty premium to its original purchase price.
The ratio of holders of A shares who passed every resolution
Shareholders responded enthusiastically to the format and conduct of 2018’s AGM, which they said was in sharp contrast to the fractious and uninformative meeting in 2017. During that meeting Bekker clashed frequently with shareholder activist Theo Botha and brought the meeting to an abrupt end before Botha could complete his questions.
Asief Mohamed of Aeon Investment Management said Bekker had handled 2018’s meeting very well.
"He delegated the questions to the appropriate board member or executive to deal with."
Botha acknowledged there had been an improvement, but said that many of the questions that were asked were not answered adequately.
"They were addressed but not actually answered in many cases," said Botha. He also noted that a question about alleged payments by Naspers subsidiary MultiChoice to the Gupta-owned channel ANN7 went unanswered.
Group general counsel David Tudor confirmed that an internal investigation had revealed no irregular payments were made to ANN7.
He said the report "was privileged and confidential and we intend to retain that privilege".