Ann Crotty Writer-at-large

An unexpected R7.2m retention payment made to Nampak CEO Andre de Ruyter appears to have been behind shareholder opposition to the group’s remuneration policy at last week’s annual general meeting (AGM). The retention payment was paid in July 2017 "in recognition of the performance and contributions made in the 2016 financial year", according to the group’s 2017 remuneration report. There was no reference to a retention payment in the 2016 remuneration report, which means it was not part of shareholders’ consideration when they voted on the remuneration policy that year. The nonbinding vote on the 2016 remuneration policy received the backing of 99% of shareholders. At Nampak’s recent AGM 37% of shareholders voted against the remuneration policy.Shareholder activist Theo Botha said the poor disclosure made it appear the payment had been backdated. At the 2017 AGM "shareholders approved a remuneration report and policy that made no reference to any retention payments but the 2017 ann...

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