Shareholder voting: When the PIC said ‘no’
The investment firm’s voting record shows it questioned the independence of Steinhoff Africa Retail directors
The Public Investment Corp (PIC), which manages almost R2 trillion of assets, voted against a record-breaking nine resolutions at the first ever AGM of Steinhoff Africa Retail (Star) in mid-March.
Star, which is the African retail arm of Steinhoff International and is in the process of being renamed Pepkor, accounted for 14% of the PIC’s "no" votes at AGMs in the three months to March 2018.
The publication of the PIC’s voting record for the first quarter — within a few months of the reporting period instead of several months to a year later — marks a welcome return to the early days of the PIC’s shareholder activism.
In 2008 the PIC was the first institutional investor to disclose how it voted at shareholder meetings. As the largest asset manager in SA, it was able to compel other institutions to follow suit. Sanlam is now the only large institution that refuses to disclose its voting.
In total, the PIC declined to support 64 of the 539 resolutions it voted on during the three months.
In what was likely to have been prompted by general anger and concern about the greater Steinhoff scandal, the PIC voted against the re-election of four Star directors and the appointment of a fifth. It also voted against placing shares under the control of directors and against endorsing the remuneration policy and remuneration implementation report.
The PIC holds only 0.21% of Star, but it has a hefty indirect exposure through its R9bn investment in Lancaster, the BEE consortium controlled by Star chair Jayendra Naidoo.
In its September 2017 prelisting statement, Star referred to the placement of R6.2bn of shares with Lancaster, giving it an 8.83% stake in the soon-to-be-listed retailer.
A year earlier Lancaster had bought 60m Steinhoff shares at R75.98 apiece.
At the AGM the PIC voted against the re-election of Danie van der Merwe and Steve Müller to the board, and the appointment of Louis du Preez. It also voted against the re-election of Allen Swiegers, Johann Cilliers and Müller to the audit committee. In each case it questioned the independence of the director.
Director independence is one of three major issues likely to earn a "no" vote; the other two are auditor independence and an inadequate remuneration policy. In many cases — Reunert, Coronation, Oceana, Tiger Brands and Transaction Capital — the PIC voted against resolutions relating to one or more of these issues for the second successive year.
The PIC did not respond to requests for comment on what further action it could or would take to effect the desired change.
The bad news for institutional investors such as Sanlam that are struggling with current disclosure practices is that things look set to become even more challenging.
Fiona Reynolds, CEO of the UN-supported Principles for Responsible Investment, says the organisation now wants investors to publicly declare how they intend to vote at upcoming meetings.