Just Share has published a round-up of Pick n Pay Stores Limited, Mr Price Group Limited and The Foschini Group Limited AGM’s which took place on 27 August, 29 August and 5 September respectively.
Key takeaways
- The Foschini Group’s electronic-only AGM did not allow for verbal questions, risking non-compliance with section 63(2) of the Companies Act. The Act states that “a company may provide for a shareholders meeting to be conducted entirely by electronic communication … 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”. The AGM service provider ComputerShare confirms that its platform has the functionality to allow verbal questions to be asked.
- None of the three companies discloses the remuneration of its lowest-paid worker, making it difficult to assess whether executive management’s remuneration is fair and responsible in relation to overall employee pay, as mandated by the King Code.
- Mr Price discloses that its employment equity target for top management is set at 30% over a five-year plan. At present, the company has 22% female representation and 17% representation for African, Coloured, and Indian (ACI) individuals within its top management.
- In contrast, Pick n Pay’s remuneration committee chair would not commit to disclosing the company’s employment equity targets or plan. The company is also non-compliant with Section 22(1) of the Employment Equity Act No. 55 of 1998, which requires public companies to include a summary of their EE reports.
- TFG has not established board transformation targets.
- TFG reports that it has “heard the concerns” of some shareholders about the long tenures of some of its independent non-executive directors. In a bid to address these concerns, the board has adopted an “independence policy” which sets out a three-year “glide-path” after which non-executive directors with a tenure of more than 12 years will no longer be classified as independent. Five of the company’s current directors have served longer than twelve years already. The tenure of the chair of the board is currently 35 years.
- Just Share again raises concerns about misleading or missing disclosure on director sustainability and climate credentials. Pick n Pay’s annual integrated report claims that every board member has “some skill and experience” in “environmental sustainability”. However, there is no evidence to support these claims in the directors’ biographies.
Commitments made
- Mr Price commits to disclosing its gender pay gap analysis next year.
- TFG commits to looking into enabling verbal engagement during the Q&A session at next year’s AGM.
