Steinhoff delays directors' pay vote
The embattled retailer says the board members who were to receive additional payments do not want the matter pursued at the coming AGM
Facing a shareholder revolt at its annual general meeting (AGM) on April 20, Steinhoff International issued a statement on Thursday morning saying a controversial payment for the directors who failed to spot former CEO Markus Jooste’s accounting shenanigans had been removed from the agenda.
Steinhoff acting chair Heather Sonn objected to an earlier version of this article that interpreted the deletion of the resolution on supervisory board member remuneration as meaning directors intended to sidestep shareholder approval.
Shareholders will vote on directors' pay proposed by the remuneration committee voted in at the coming AGM when Steinhoff holds its next AGM, which is tentatively scheduled for March 2019.
She along with fellow supervisory board members Johan van Zyl and Steve Booysen will work "at risk" until their remuneration is voted on by shareholders in a year's time.
Steinhoff's letter to Business Day.
Sonn also objected to the pay Steinhoff directors originally intended to ask shareholders to approve being called a bonus.
"Since the crisis in December, we have held 22 audit committee meetings, six remuneration committee meetings, 20 independent committee meetings, and two nomination committee meetings... far more than the usual four board meetings a year," she said.
Under Dutch law, resolutions cannot be amended ahead of AGMs, only deleted.
Given the shareholder outrage to the ad hoc payments Steinhoff originally proposed, the resolution on supervisory board remuneration has been taken off the agenda.
But Sonn said she would be asking shareholders to approve "basic remuneration" to compensate directors for the extra work they have done.
Thursday's statement said: "The supervisory board members who were to receive these additional payments have requested that such matters are not pursued at the coming AGM.
"They believe that these matters should be left to a newly constituted supervisory board which will be appointed at the AGM, and specifically its remuneration committee, to resolve at an appropriate time in the future."
Steinhoff also defended its decision to re-appoint the supervisory board members who had failed to police Jooste in Thursday's statement.
"It is crucial for the company and its shareholders that there is continuity in these roles until such time as the stability of the group is reasonably assured," the company said.
Steinhoff also defended its decision to keep Deloitte as its accountants, even though forensic accountants PwC has found the financial statements signed off by Deloitte going back at least three years now have to be restated.
"Steinhoff is not opposed to the rotation of auditors, but believes the continuation of Deloitte as auditor until the end of the current financial year in September 2018 is essential," the company said.
“There has been a lot of adverse comment and criticism about these proposals, much of it based on a misunderstanding of what was being proposed and why the supervisory board felt the payments were warranted,” Sonn said in a media release on Thursday morning.
“The proposed remuneration was determined with reference to competitors and peer companies as well as considering the need to retain and attract supervisory directors in light of the company’s situation.”