Just Share has published a round-up of Ninety One’s 2024 AGM which took place on 25 July.
Questions from Ninety One shareholders were not dealt with at the AGM. As a result, Just Share will be filing a complaint with the Companies and Intellectual Property Commission (CIPC) in terms of section 168(b) of the Companies Act, 2008, which provides that “any person may file a complaint in writing with the Commission in respect of any provision of this Act … alleging that a person has acted in a manner inconsistent with this Act, or that the complainant’s rights under this Act, or under a company’s Memorandum of Incorporation or rules, have been infringed”.
Just Share’s complaint will be based on our contention that Ninety One’s AGM failed to comply with the company’s clear obligations under sections 61(8)(d), 61(10)) and 63(2) of the Companies Act.
These sections provide (our emphasis):
- That an annual general meeting convened in terms of section 61(7) of the Companies Act must, at a minimum, provide for “any matters raised by shareholders, with or without advance notice to the company”, to be one of the items of business to be transacted;
- That “Every shareholders meeting of a public company must be reasonably accessible within the Republic for electronic participation by shareholders in the manner contemplated in section 63(2), irrespective of whether the meeting is held in the Republic or elsewhere”; and
- That a company may provide for “a shareholders meeting to be conducted entirely by electronic communication”; or “for one or more shareholders … to participate by electronic communication in all or part of a shareholders meeting that is being held in person, as long as the electronic communication employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the meeting”.
Ninety One’s AGM clearly did not allow for any matters to be raised by shareholders; it was not reasonably accessible to shareholders in South Africa; and the electronic communication did not enable shareholders to participate.
By close of business on 25 July, Ninety One emailed Just Share to say that there was a “technical issue during the AGM which resulted in the participants of the Ninety One Limited AGM being unable to ask questions during the meeting. Unfortunately, as we were only made aware of this issue once the AGM had concluded, we were unable to address the matter during the meeting”.
However, the AGM was conducted extremely quickly, with no opportunity given for any problems to be rectified. Ninety One should have been aware that there might well be questions from South African shareholders, but did not pause to ensure that the electronic platform was functioning properly when it appeared that no shareholders had questions. The entire Q&A session lasted less than two minutes – the whole meeting lasted about 11 minutes before it was split for voting.
Increasingly, shareholders are being prevented from exercising their rights at AGMs because of “technical issues” that arise because of online AGM platforms. It is crucial for the CIPC to weigh in on the consequences of conducting an AGM which is non-compliant with the Companies Act due to “technical failures”, especially given the number of companies opting to host electronic-only AGMs.
Climate change resolution
Just Share voted against Ninety One’s 2024 climate change resolution (Resolution 11). The resolution asked shareholders “to approve the company’s climate strategy”. Ninety One’s climate strategy lacks the specificity and ambition required to deliver real-world emission reductions. The climate strategy does not outline emission reduction pathways by asset class, nor does it set targets to reduce financed emissions in absolute terms.
IMAGE: 123RF
